Villanueva v.

CA | 267 SCRA 89
FACTS: Cruz offered a parcel of land with the 3-door apartment building for sale and Villanueva showed interest in the
property. Because said property was in arrears in the payment of the realty taxes, Villanueva gave P10,000 to pay for the
taxes and would form part of the sale price of P550,000. However, Cruz executed in favor of spouses Pili a Deed of
Assignment of the portion of land wherein Villanueva's apartment unit is situated. Villanueva came to know of such
assignment, transfer and issuance of a new certificate of title in favor of spouses Pili and complained that there was
already an agreement that said portion of the parcel of land owned by Cruz would be sold to him. Dela Cruz claimed that
he never agreed to a definite price for the subject property. In fact, he firmly negated any price agreement with petitioners
because he quoted the price of P575,000.00 and did not agree to reduce it to P550,000.00 as claimed by Villanueva.
Villanueva contend that the P10,000 is a partial or advance payment of the property. Necessarily then, there must have
been an agreement as to price, hence, a perfected sale. Dela Cruz contradict this claim with the argument that the
P10,000.00 primarily intended as payment for realty tax was going to form part of the consideration of the sale if and
when the transaction would finally be consummated and insist that there was no clear agreement as to the true amount of
consideration.
ISSUE: Whether or not there was a perfected contract of sale between Villanueva and Dela Cruz
RULING: No. Sale is a consensual contract. He who alleges it must show its existence by competent proof. Here, the
very essential element of price has not been proven. What took place was only a prolonged negotiation to buy and to sell,
and at most, an offer and a counter-offer but no definite agreement was reached by the parties. There was no meeting of
mind as to the price, expressly or impliedly, directly or indirectly. WHEREFORE, judgment is hereby rendered dismissing
petitioners instant action for specific performance. However, respondent Jose de la Cruz is hereby ordered to refund or
reimburse the amount of P10,000.00 to petitioner.