Limketkai Sons Milling, Inc. v.

Court of Appeals
G.R. No. 1185509; Decemeber 1, 1995
Doctrine: The fact that the deed of sale still had to be signed and notarized does not mean that
no contract had already been perfected. A sale of land is valid regardless of the form it may
have been entered into. The requisite form under Article 1458 of the Civil Code is merely for
greater efficacy or convenience and the failure to comply does not affect the validity and binding
effect of the act between parties.
Facts: On June 23, 1988, Pedro Revilla, Jr., a licensed real estatebroker was given formal
authority by BPI to sell the lot for P1,000.00 per square meter. The owners of the Philippine
Remnants concurred this arrangement. Broker Revilla contacted Alfonso Lim of petitioner
company who agreed to buy the land. On July 9, 1988, Revilla formally informed BPI that he
had procured a buyer, herein petitioner. On July 11, 1988, petitioner's officials, Alfonso Lim and
Albino Limketkai, went to BPI to confirm the sale. Vice-President Merlin Albano and Asst. VicePresident Aromin entertained them. The parties agreed that the lot would be sold at P1,000.00
persquare meter to be paid in cash. The authority to sell was on a first come, first served and
non-exclusive basis; there is no dispute over petitioner's being the first comer and the buyer to
be first served. Alfonso Lim then asked if it was possible to pay on terms. The bankofficials
stated that there was no harm in trying to ask for payment on terms because in previous
transactions, the same had been allowed. It was the understanding, however, that should the
term payment be disapproved, then the price shall be paid in cash. Two or three days later,
petitioner learned that its offer to pay on terms had been frozen. Alfonso Lim went to BPI on July
18, 1988 and tendered the full payment of P33,056,000.00 to Albano. The payment was refused
because Albano stated that the authority to sell that particular piece of property in Pasig had
been withdrawn from his unit. The same check was tendered to BPI Vice-President Nelson
Bona who also refused to receive payment. An action for specific performance with damages
was thereupon filed on August 25, 1988 by petitioner against BPI. In the course of the trial, BPI
informed the trial court that it had sold the property under litigation to NBS on July 14, 1989.
Issue: Whether or not such contract is covered by the statute of frauds.
Held: Yes, such contract is covered by statute of frauds. In the case at bench, the allegation that
there was no concurrence of the offer and the acceptance upon the cause of the contract is
belied by the testimony of the very BPI official with whom the contract was perfected. Aromin
and Albano concluded the sale for BPI. The fact that the deed of sale still had to be signed and
notarized does not mean that no contract had already been perfected. A sale of land is valid
regardless of the form it may have been entered into. The requisite form under Article 1458 of
the Civil Code is merely for greater efficacy or convenience and the failure to comply does not
affect the validity and binding effect of the act between parties. Therefore, such contract that

was made constituted fraud and is covered by the statute of frauds. BPI should be held liable
and can be sued for damages.

Swedish Match v. Court of Appeals

G.R. No. 128129; October 20, 2004
Doctrine: The Statute of Frauds is applicable only to contracts which are executory and not to
those which have been consummated either totally or partially.
Facts:
Petitioners filed a motion for a preliminary hearing of their defense of bar by the Statute of
Frauds, which the trial court granted. Both parties agreed to adopt as their evidence in support
of or against the motion to dismiss, as the case may be, the evidence which they adduced in
support of their respective positions on the writ of preliminary injunction incident.
Issue: Whether the appellate court erred in reversing the trial courts decision dismissing the
complaint for being unenforceable under the Statute of Frauds.
Held: