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The provision of the Recto Law may be to apply to lease arrangements over
moveables which do not expressly provide for an option on the part of the lessee to
purchase.
1. What is the Barring Effect on Such contracts?
The issue that arises when it comes to purported contracts of lease with option to
purchase is whether the taking back of possession or enjoyment of the property
leased as treated by Article 1485 carries the concept of rescission or foreclosure. The
distinction is critical, because if the taking back of possession or enjoyment of the
leased movable is treated as a rescission, then the barring effect of rescission is
applicable, which means that even after taking back possession or enjoyment, and
forfeiting all rentals previously paid, the lessor-seller will be able to collect damages
as may be warranted by the circumstances. On the other hand, if the taking back of
possession or enjoyment of the leased movable is equivalent to foreclosure, then
although the seller-lessor may forfeit in his favor all rentals previously paid, if such
has been stipulated, he can no longer collect any further amounts against the buyerlessee, whether in the form of damages, attorneys fees, or even unpaid but accrued
rentals, and not even the expenses incurred in repairing the movable.
In Elisco Tool Manufacturing Corp. v. Court of Appeals,123 the Court held that
under a purported contract of lease with option to purchase which is covered under
Articles 1484 and 1485, the condition that the lessor has deprived the lessee of
possession or enjoyment of the thing for the purpose of applying Article 1485 which
would be ful lled by the ling by the lessor of a complaint for replevin to recover
possession of movable property and its enforcement by the sheriff, and barred all
action to recover any amount from the lessee. However, the Court also held that if
the main purpose for seeking recovery of the personal property under a writ of
replevin was merely to ensure enforcement of the remedy of speci c performance
under Article 1484(1), there would be no barring effect by reason of the enforcement
of the writ. Therefore, not every deprivation of possession would result in producing
the barring effect under Article 1485 of the Civil Code.
Lately, in PCI Leasing and Finance, Inc. v. Giraffe-X Creative Imaging, Inc.,124 the
Court held that when the lessor in a lease with option to purchase, in choosing,
through replevin, to deprive the lessee of possession of the leased equipment,
waived its right to bring an action to recover unpaid rentals, since the remedies
provided for in Article 1484 are alternative, not cumulative the exercise of one bar
the exercise of the others.
By and large, it seems to be the thinking of the Court that a sale of movables on
installment, when structured as a lease with option to purchase is equivalent to a
security arrangement whereby the subject movables are mortgaged by the buyer to
the seller. Consequently, when the purported lessor takes possession of the subject
movable, the same is treated legally as a foreclosure and the barring effect
Plaintiff maintains that this provision governs contracts of sale, not contracts to
sell, such as the one entered into by the parties in this case. Regardless, however, of
the propriety of applying said Art. 1592 thereto, We nd that plaintiff herein has not
been denied substantial justice, for, according to Art. 1234 of said Code: If the
obligation has been substantially performed in good faith, the obligor may recover as
though there has been a strict and complete ful llment, less damages suffered by
the obligee. ... accordingly, the trial court sentenced the defendant to pay all such
installments, interests, fees and costs. Thus, plaintiff will thereby recover everything
due thereto, pursuant to its contract with the defendant, including such damages as
the former may have suffered in consequence of the latters default. Under these
circumstances, We feel that, in the interest of justice and equity, the decision appeal
from may be upheld upon the authority of Art. 1234 of the Civil Code.
The Court also held that in any event Article 1592 of the Civil Code has no
application to a contract to sell; the said article applies only to ordinary sale
transferring ownership simultaneously with the delivery of the real property sold, but
not to one in which the seller retained ownership of the immovable object of the sale,
merely undertaking to convey it provided the buyer strictly complied with the terms
of the contract.
c. Resort to Equitable Resolutions