A. Deliver the Thing with Fruits and Accessions (Arts.

1537,
1163, 1164, 1477, 1495, cf. 1521)
Place, Time and Manner of Delivery (Arts. 1524, 1169, 1521, 1523
(2) (3), 1537, 1164, 443)
Republic v. Litton, 94 Phil. 52 (1953)
FACTS: 1. Defendants are the partnership Litton & Co, and George
Litton. They sell office supplies from the United States. The
defendants were contracted to supply (1) Padlocks and (2) office
supplies for the upcoming April 23, 1946 elections. They were tasked
to deliver all of the above by April 8.
2. Their contract with the Republic included a stipulation that The
stipulated delivery period shall not be exceeded. The items were
insured by Central Surety Co with bonds. The defendants notified the
Republic through mail that it is understood that the government
will give a letter certifying that the padlocks are urgently needed and
that the export license can be secured without delay. The
defendants did not deliver everything on time.
3. The defendants asked for an extension which was granted, but
nevertheless, they still failed to deliver the items on time. The
Republic was forced to buy the remaining equipment from another
supplier at a higher cost because they still lacked some supplies for
the elections. It is now filing a case of damages against the
defendants for their failure to deliver the goods on time for the
elections. The defendants claim they are not liable because it was
necessary for the republic to furnish the export license in order to
quicken the delivery of the items to meet the date.
ISSUE: WON there was a condition precedent for the Republic to
first provide the export license before the defendants could meet
the strict deadline they had agreed upon
HELD: No, the intent of the contract, was to furnish the demanded
supplies before the elections, regardless if there was an export
license or not (which was strictly provided for in the contracts
stipulation

RATIO: The contract has a section called Important Conditions,

which carries the stipulation that The stipulated delivery period shall
not be exceeded. This makes defendants liable in all eventualities.
The letter wrote by the defendants only shows that they merely
expected the Republic to give a certification. It was never considered
a condition precedent.
Although the Republic granted some effort in granting the U.S.
authorities of the necessary export license and shipping space, it
cannot be considered as an obligation on the part of the Republic.
Sale for a Lump Sum (Art. 1542)
Sta. Ana v. Hernandez, 18 SCRA 973 (1966)
FACTS: 1. Spouses Jose Santa Ana, Jr. and Lourdes Sto. Domingo,
owned a 115,850-square meter parcel of land situated in barrio
Balasing, Sta.Maria, Bulaca. On 28 May 1954, they sold two (2)
separate portions of the land for P11,000.00 to the herein respondent
RosaHernandez. The Contract of sale stated two basis for the object
of the sale, namely: (1)12,500 sq. m. and 26,000 sq. m. at the rate of
P.29 persquare meter; and (2) the recital of areas included with the
mentioned of boundary properties.
2. After the sale the spouses caused the preparation of a subdivision
plan, Psd-43187, was approved on 13 January 1955 by the Director
of Lands. Rosa Hernandez, however, did not conform to the plan and
refused to execute an agreement of subdivision andpartition for
registration with the Register of Deeds of Bulacan; and she, likewise,
refused to vacate the areas that she had occupied. Instead, she
caused the preparation of a different subdivision plan, which was
approved by the Director of Lands on 24 February 1955. This plan,
Psd-42844, tallied with the areas that the defendant, Rosa
Hernandez, had actually occupied. On 28 February 1955, herein
petitioners-spouses filed suit against respondent Rosa Hernandez in
CFI-Bulacan, claiming that saiddefendant was occupying an excess
of 17,000 square meters in area of what she had bought from them.
Defendant Rosa Hernandez,on the other hand, claimed that the
alleged excess, was part of the areas that she boughtISSUE: WON
the excess area occupied by Hernandez is part of the land sold.

ISSUE: WON the recital of the land areas boundary properties is

controlling in a contract of sale of lump sum real property.

HELD: Yes.

RATIO: Applying to the case Article 1542 of the new Civil Code: In
the sale of real estate, made for a lump sum and not at the rate of a
certain sum for a unit of measure or number, there shall be no
increase or decrease of the price, although there be greater or less
area or number than that stated in the contract.

The same rule shall be applied when two or more immovable are
sold for a single price; but if, besides mentioning the
boundaries, which is indispensable in every conveyance of real
estate, its area or number should be designated in the contract,
the vendor shall be bound to deliver all that is included within
said boundaries, even when it exceeds the area or number
specified in the contract; and, should he not be able to do so, he
shall suffer a reduction in the price, in proportion to what is
lacking in the area or number, unless the contract is rescinded
because the vendee does not accede to the failure to deliver what
has been stipulated.

As in the case now before this Court, the area given is qualified to be
approximate only. To hold the buyer to no more than the area recited
on the deed, it must be made clear therein that the sale was made
by unit of measure at a definite price for each unit. If the defendant
intended to buy by the meter he should have so stated in the
contract (Goyena vs. Tambunting, supra).

The ruling of the Supreme Court of Spain, in construing Article 1471

of the Spanish Civil Code (copied verbatim in our Article 1542) is
highly persuasive that as between the absence of a recital of a given
price per unit of measurement, and the specification of the total area
sold, the former must prevail and determines the applicability of the
norms concerning sales for a lump sum.

The Civil Code's rule as to sales "a cuerpo cierto" was not modified
by Act 496, section 58, prohibiting the issuance of a certificate of title
to a grantee of part of a registered tract until a subdivision plan and
technical description are duly approved by the Director of Lands, and
authorizing only the entry of a memorandum on the grantor's
certificate of title in default of such plan. The latter provision is purely
a procedural directive to Registers of Deeds that does not attempt to
govern the rights of vendor and vendee inter se, that remain
controlled by the Civil Code of the Philippines. It does not even bar
the registration of the contract itself to bind the land.

Constructive Delivery
i. Symbolic Delivery/ Delivery by Public Instrument (Art. 1498)
Philippine Suburban v. Auditor General, 63 SCRA 397 (1975)
FACTS: 1. On June 8, 1960, at a meeting with the Cabinet, the
President of the Philippines, acting on the reports of the Committee
created to survey suitable lots for relocating squatters in Manila and
suburbs, approved in principle the acquisition by the Peoples
Homesite and Housing Corporation of the unoccupied portion of the
Sapang Palay Estate in Sta. Maria, Bulacan and of another area
either in Las Pias or Paraaque, Rizal, or Bacoor, Cavite for those
who desire to settle south of Manila. On June 10, 1960, the Board of
Directors of the PHHC passed Resolution No. 700 (Annex C)
authorizing the purchase of the unoccupied portion of the Sapang

Palay Estate at P0.45 per square meter subject to the following

conditions precedent:
3. That the President of the Philippines
shall first provide the PHHC with the
necessary funds to effect the purchase
and development of this property from
the proposed P4.5 million bond issue to
be
absorbed
by
the
GSIS.
4. That the contract of sale shall first be
approved by the Auditor General
pursuant to Executive Order dated
February 3, 1959.
2. On July 13, 1960, the President authorized the floating of bonds
under Republic Act Nos. 1000 and 1322 in the amount of
P7,500,000.00 to be absorbed by the GSIS, in order to finance the
acquisition by the PHHC of the entire Sapang Palay Estate at a price
not to exceed P0.45 per sq. meter.
3. On December 29,1960, Petitioner Philippine Suburban
Development Corporation, as owner of the unoccupied portion of the
Sapang Palay Estate and the Peoples Homesite and Housing
Corporation, entered into a contract embodied in a public instrument
entitled Deed of Absolute Sale whereby the former conveyed unto
the latter the two parcels of land abovementioned. This was not
registered in the Office of the Register of Deeds until March 14,
1961, due to the fact, petitioner claims, that the PHHC could not at
once advance the money needed for registration expenses. In the
meantime, the Auditor General, to whom a copy of the contract had
been submitted for approval in conformity with Executive Order No.
290, expressed objections thereto and requested a re-examination of
the contract, in view of the fact that from 1948 to December 20,
1960, the entire hacienda was assessed at P131,590.00, and
reassessed beginning December 21, 1960 in the greatly increased
amount of P4,898,110.00.

4. It appears that as early as the first week of June, 1960, prior to the
signing of the deed by the parties, the PHHC acquired possession of
the property, with the consent of petitioner, to enable the said PHHC
to proceed immediately with the construction of roads in the new
settlement and to resettle the squatters and flood victims in Manila
who were rendered homeless by the floods or ejected from the lots
which they were then occupying.
5. On April 12, 1961, the Provincial Treasurer of Bulacan requested
the PHHC to withhold the amount of P30,099.79 from the purchase
price to be paid by it to the Philippine Suburban Development
Corporation. Said amount represented the realty tax due on the
property involved for the calendar year 1961. Petitioner, through the
PHHC, paid under protest the abovementioned amount to the
Provincial Treasurer of Bulacan and thereafter, or on June 13, 1961,
by letter, requested then Secretary of Finance Dominador Aytona to
order a refund of the amount so paid. Upon recommendation of the
Provincial Treasurer of Bulacan, said request was denied by the
Secretary of Finance in a letter-decision dated August 22, 1961.
ISSUE: WON there was already a valid transfer of ownership
between the parties.
HELD: Yes. There was. Considering the aforementioned approval
and authorization by the President of the Philippines of the specific
transaction in question, the prior approval by the Auditor General
envisioned by Administrative Order would not be necessary.
RATIO: Under the civil law, delivery (tradition) as a mode of
transmission of ownership maybe actual (real tradition) or
constructive (constructive tradition). When the sale of real property is
made in a public instrument, the execution thereof is equivalent to
the delivery of the thing object of the contract, if from the deed the
contrary does not appear or cannot clearly be inferred.
In other words, there is symbolic delivery of the property subject of
the sale by the execution of the public instrument, unless from the
express terms of the instrument, or by clear inference therefrom, this
was not the intention of the parties. Such would be the case, for

instance, when a certain date is fixed for the purchaser to take

possession of the property subject of the conveyance, or where, in
case of sale by installments, it is stipulated that until the last
installment is made, the title to the property should remain with the
vendor, or when the vendor reserves the right to use and enjoy the
properties until the gathering of the pending crops, or where the
vendor has no control over the thing sold at the moment of the sale,
and, therefore, its material delivery could not have been made.
In the case at bar, there is no question that the vendor had actually
placed the vendee in possession and control over the thing sold,
even before the date of the sale. The condition that petitioner should
first register the deed of sale and secure a new title in the name of
the vendee before the latter shall pay the balance of the purchase
price, did not preclude the transmission of ownership. In the absence
of an express stipulation to the contrary, the payment of the purchase
price of the good is not a condition, precedent to the transfer of title
to the buyer, but title passes by the delivery of the goods.
Board of Liquidators v. Floro, 110 Phil. 482 (1962)
FACTS: 1. Melecio Malabanan entered into an agreement with the
Board of Liquidators for the salvage of surplus properties sunk in
territorial waters off the provinces of Mindoro, La Union, and
Batangas. Malabanan submitted a recovery report dated July 26,
1954, wherein it is stated that he had recovered a total of 13,107
pieces of steel mattings from the opreations.
2. Four months previously, Malabanan had entered into an
agreement with Exequiel Floro, agreeing that Floro would advance to
Malabanan certain sums of money, not to exceed P25,000.00,
repayment, thereof being secured by quantities of steel mattings
which Malabanan would consign to Floro. Pursuant thereto, Floro
claims to have made total advances to the sum of P24,224.50. It
appears that as Malabanan was not able to repay Floro's advances,
the latter, sold 11,047 pieces of steel mattings to Eulalio Legaspi for
the sum of P24,803.40.
3. Seventeen days later, on August 21, 1954, Malabanan filed in the
Court of First Instance of Manila a petition for voluntary insolvency,

attaching thereto a Schedule of Accounts, in which the Board was

listed as one of the creditors for P10,874.46, and Exequiel Floro for
P24,220.50. The controversy of the case arose when Malabanan
listed the steel mattings as its properties, which was opposed by the
Board claiming ownership over the steel mattings recovered from the
salvaging operations.
ISSUE: WON Malabanan has title to the steel mattings
HELD: Yes. Malabanan has title to the steel mattings.
RATIO: The Court held that the contract between Malabanan and the
Board had effect of vesting Malabanan with title to, or ownership of
the steel mattings in question as soon as they were brought up from
the bottom of the sea. This was shown from the agreement between
the parties wherein it is said that ownership of the goods passed to
Malabanan as soon as they were recovered or salvaged and not only
after payment of the stipulated price. The contention that there was
no delivery is incorrect. While there was no physical tradition, there
was one by agreement (traditio longa manu) in conformity with Article
1499 of the Civil Code. Art. 1499 The delivery of movable property
may likewise be made by the mere consent or agreement of the
contracting parties, if the thing sold cannot be transferred to the
possession of the vendee at the time of the sale. As observed earlier,
there is nothing in the terms of the public instrument in question from
which an intent to withhold delivery or transfer of title may be
inferred.
Traditio Constitutum Possessorium (Art. 1500)
Amigo v. Teves, 96 Phil. 252 (1954)
FACTS: 1. Macario Amigo and Anacleto Cagalitan executed in favor
of their son, Marcelino Amigo, a power of attorney granting to the
son, among others, the power "to lease, let, bargain, transfer, convey
and sell, remise, release, mortgage and hypothecate, part or any of
the properties upon such terms and conditions, and under such
covenants as he shall think fit."

2. Marcelino Amigo executed a deed of sale of a parcel of land for a

price of P3,000 in favor of Serafin Teves stipulating that the vendors
could repurchase the land within a period of 18 months from the date
of the sale. In the same document, it was also stipulated that
vendors would remain in possession of the land as lessees for a
period of 18 months subject to the following terms and conditions: (a)
the lessees shall pay P180 as rent every 6 months from the date of
the agreement; (b) the period of the lease shall terminate on April 30,
1940; (c) in case of litigation, the lessees shall pay P100 as
attorney's fees; and (d) in case of failure to pay any rental as agreed
upon, the lease shall automatically terminate and the right of
ownership of vendee shall become absolute. Later, the spouses
donated to their sons Justino Amigo and Pastor Amigo several
parcels of land including their right to repurchase the land in
litigation. The deed of donation was made in a public instrument, was
duly accepted by the donees, and was registered in the Office of the
Register of Deeds.
3. The vendors-lessees paid the rental corresponding to the first 6
months, but not the rental for the subsequent semester, and so on
January 8, 1940, Serafin Teves, the vendee-lessor, executed an
"Affidavit of Consolidation of Title" in view of the failure of the lessees
to pay the rentals as agreed upon, and registered said affidavit in the
Office of the Register of Deeds of Negros Oriental, who issued to
Serafin Teves the corresponding transfer of title over the land in
question.
4. Justino Amigo and Pastor Amigo, as donees of the right to
repurchase the land in question, offered to repurchase the land from
Serafin Teves by tendering to him the payment of the redemption
price but the latter refused on the ground that the ownership had
already been consolidated in him as purchaser a retro. Hence,
before the expiration of the 18th-month period stipulated for the
redemption of the land, the donees instituted the present action.

ISSUE: WON the lease covenant contained in the deed of sale

with pacto de retro executed by Marcelino Amigo as attorney-in-fact
in favor of Serafin Teves is not germane to, nor within the purview of,
the powers granted to said attorney-in-fact and, therefore, is ultra
vires and null and void
HELD: No, it is not ultravires and null and void.
RATIO: A cursory reading would reveal that the power granted to the
agent is so broad that it practically covers the celebration of any
contract and the conclusion of any covenant or stipulation. Thus,
among the powers granted are: to bargain, contract, agree for,
purchase, receive, and keep lands, tenements, hereditaments, and
accept the seizing and possessing of all lands," or "to lease, let,
bargain, transfer, convey and sell, remise, release, mortgage and
hypothecate . . . upon such terms and conditions, and under such
covenants as he shall think fit." (Emphasis supplied).
When the power of attorney says that the agent can enter into any
contract concerning the land, or can sell the land under any term or
condition and covenant he may think fit, it undoubtedly means that
he can act in the same manner and with the same breath and
latitude as the principal could concerning the property. The fact that
the agent has acted in accordance with the wish of his principals can
be inferred from their attitude in donating to the herein petitioners the
right to redeem the land under the terms and conditions appearing in
the deed of sale executed by their agent.
There is nothing unusual in the lease covenant embodied in the deed
of sale for such is common in contracts involving sales of land
with pacto de retro. The lease that a vendor executes on the property
may be considered as a means of delivery or tradition by constitutum
possessorium. Where the vendor a retrocontinues to occupy the land
as lessee, by fiction of law, the possession is deemed to be
constituted in the vendee by virtue of this mode of tradition. We may
say therefore that this covenant regarding the lease of the land sold
is germane to the contract of sale with pacto de retro.