Beruflich Dokumente
Kultur Dokumente
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plaintiffs to pay the purchase price in full shall cause the Cruz to Atty. Diogenes Bartolome within ten (10) days
rescission of the contract and forfeiture of one-half from the finality of judgment.
(1/2%) percent of the total amount paid to defendant;
that a notarized letter stating the indended rescission of Further, defendant is directed to pay plaintiff the sum of
the contract to sell and forfeiture of payments was sent P100,000.00 as attorneys fees.
to plaintiffs at their last known address but it was
returned with a notation insufficient address. SO ORDERED.[5]
Intervenor Diogenes G. Bartolome filed a complaint in Dela Cruz and Bartolome appealed from the judgment of
intervention alleging that the Contract to Sell dated May the trial court.
31, 1993 between plaintiffs and defendant was rescinded
and became ineffective due to unwarranted failure of the
plaintiffs to pay the unpaid balance of the purchase price The Decision of the Appellate Court
on or before the stipulated date; that he became
interested in the subject parcels of land because of their
clean titles; that he purchased the same from defendant The appellate court reversed the trial courts decision and
by virtue of an Absolute Deed of Sale executed on dismissed Civil Case No. TM-622. Dela Cruzs
September 23, 1995 in consideration of the sum of obligation under the Contract to Sell did not arise
Seven Million Seven Hundred Ninety Three Thousand because of petitioners undue failure to pay in full the
(P7,793,000.00) Pesos.[4] agreed purchase price on the stipulated date. Moreover,
judicial action for the rescission of a contract is not
necessary where the contract provides that it may be
The Decision of the Trial Court revoked and cancelled for violation of any of its terms
and conditions. The dispositive portion of the appellate
courts decision reads:
In its Decision dated 15 April 1999, the trial court ruled
that Dela Cruzs rescission of the contract was not valid.
The trial court applied Republic Act No. 6552 (Maceda WHEREFORE, in view of all the foregoing, the
Law) and stated that Dela Cruz is not allowed to appealed decision of the Regional Trial Court is hereby
unilaterally cancel the Contract to Sell. The trial court REVERSED and SET ASIDE and Civil Case No. TM-
found that petitioners are justified in withholding the 622 is, consequently, DISMISSED. Defendant is
payment of the balance of the consideration because of however ordered to return to plaintiffs the amount in
the alleged spurious sale between Angel Abelida and excess of one-half (1/2%) percent of One Million Five
Emerlita Dela Cruz. Moreover, intervenor Diogenes Hundred Thousand (P1,500,000.00) Pesos which was
Bartolome (Bartolome) is not a purchaser in good faith earlier paid by plaintiffs.
because he was aware of petitioners interest in the
subject parcels of land. SO ORDERED.[6]
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II. The Honorable Court of Appeals erred when it failed That upon and after the full payment of the balance, a
to consider that Respondent Dela Cruz could not pass Deed of Absolute Sale shall be executed by the Vendor
title over the three (3) properties at the time she entered in favor of the Vendees.
to a Contract to Sell as her purported ownership was
tainted with fraud, thereby justifying Petitioners Spouses That the duplicate original of the owners copy of the
Garcia, Spouses Galvez and Arcairas suspension of Transfer Certificate of Title of the above subject parcels
payment. of land shall remain in the possession of the Vendor until
the execution of the Deed of Absolute Sale.[9]
III. The Honorable Court of Appeals gravely erred when
it failed to consider that Respondent Dela Cruzs
rescission was done in evident bad faith and malice on Contracts are law between the parties, and they are
account of a second sale she entered with Respondent bound by its stipulations. It is clear from the above-
Bartolome for a much bigger amount. quoted provisions that the parties intended their
agreement to be a Contract to Sell: Dela Cruz retains
IV. The Honorable Court of Appeals erred when it failed ownership of the subject lands and does not have the
to declare Respondent Bartolome is not an innocent obligation to execute a Deed of Absolute Sale until
purchaser for value despite the presence of evidence as petitioners payment of the full purchase price. Payment
to his bad faith.[8] of the price is a positive suspensive condition, failure of
which is not a breach but an event that prevents the
obligation of the vendor to convey title from becoming
effective. Strictly speaking, there can be no rescission or
resolution of an obligation that is still non-existent due
The Courts Ruling to the non-happening of the suspensive condition.[10]
Dela Cruz is thus not obliged to execute a Deed of
The petition has no merit. Absolute Sale in petitioners favor because of petitioners
failure to make full payment on the stipulated date.
Both parties admit the following: (1) the contract We ruled thus in Pangilinan v. Court of Appeals:[11]
between petitioners and Dela Cruz was a contract to sell;
(2) petitioners failed to pay in full the agreed purchase Article 1592 of the New Civil Code, requiring demand
price of the subject property on the stipulated date; and by suit or by notarial act in case the vendor of realty
(3) Dela Cruz did not want to accept petitioners offer of wants to rescind does not apply to a contract to sell but
payment and did not want to execute a document of only to contract of sale. In contracts to sell, where
transfer in petitioners favor. ownership is retained by the seller and is not to pass
until the full payment, such payment, as we said, is a
The pertinent provisions of the contract, denominated positive suspensive condition, the failure of which is not
Contract to Sell, between the parties read: a breach, casual or serious, but simply an event that
prevented the obligation of the vendor to convey title
Failure on the part of the vendees to comply with the from acquiring binding force. To argue that there was
herein stipulation as to the terms of payment shall cause only a casual breach is to proceed from the assumption
the rescission of this contract and the payments made that the contract is one of absolute sale, where non-
shall be returned to the vendees subject however, to payment is a resolutory condition, which is not the case.
forfeiture in favor of the Vendor equivalent to 1/2% of
the total amount paid. The applicable provision of law in instant case is Article
1191 of the New Civil Code which provides as follows:
xxx
Art. 1191. The power to rescind obligations is implied in
It is hereby agreed and covenanted that possession shall reciprocal ones, in case one of the obligors should not
be retained by the VENDOR until a Deed of Absolute comply with what is incumbent upon him.
Sale shall be executed by her in favor of the Vendees.
Violation of this provision shall authorize/empower the The injured party may choose between the fulfillment
VENDOR [to] demolish any construction/improvement and the rescission of the obligation, with the payment of
without need of judicial action or court order. damages in either case. He may also seek rescission,
even after he has chosen fulfillment, if the latter should
become impossible.
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The Court shall decree the rescission claimed, unless should shoulder the attendant expenses for the transfer of
there be just cause authorizing the fixing of a period. ownership from Abelida to Dela Cruz.