Sie sind auf Seite 1von 1

Xv

Peter and Paul entered into a Contract to Sell whereby Peter, the lot owner, agreed to sell to Paul his lot
on November 6, 2016 for the price of Pl ,000,000.00 to be paid at the residence of Peter in Makati City
at 1 :00 p.m. If the full price is paid in cash at the specified time and place, then Peter will execute a
Deed of Absolute Sale and deliver the title to Paul.

On November 6, 2016, Paul did not show up and was not heard of from that date on. In view of the
nonperformance by Paul of his obligation, Peter sent a letter to Paul that he is expressly and extra-
judicially declaring the Contract to Sell rescinded and of no legal and binding effect. Peter further stated
that failure on the part of Paul to contest the rescission within thirty (30) days from receipt of said letter
shall mean that the latter agreed to the rescission.

Paul did not reply to this letter for five (5) years. Thus, Peter decided to sell his lot to Henry in 2021.
After hearing that Henry bought the lot, Paul now questions the sale of the lot to Henry and files a
complaint for nullification of the sale.

[a] Is the exercise by Peter of his power to rescind extra-judicially the Contract to Sell the proper and
legal way of rescinding said contract? Explain. (2.5%)

Suggested Ans. No. In a Contract to Sell, ownership is retained by the seller until the buyer pays the
purchase price in full. The full payment is a positive suspensive condition, the failure of the which, is not a breach,
casual or serious, but simply an event that prevented the obligation of the vendor to convey title from acquiring
binding force. The non-fulfillment of the condition creates no contract from which rights and obligations may arise.
There can be no rescission from a non-existing obligation. Hence, Peter has no legal right to rescind extra-judicially
the Contract to Sell.

[b] In case Paul made a downpayment pursuant to a stipulation in the Contract to Sell, what is the legal
remedy of Peter? (2.5%)

Suggested Ans. Peter may cancel the Contract to Sell and keep the downpayment paid by Paul. Since
ownership of the property is retained by the seller, the contract remains to be a Contract to Sell despite the
downpayment. The remedies available in Article 1191 of New Civil Code which are specific performance and
rescission are not applicable as no obligation existed due to the non-fulfillment of the positive suspensive condition.
The Contract to Sell may be terminated as Peter could no longer legally compel Paul to pay the balance of the
purchase price. Since Pauls refusal to pay was due to his own fault, the forfeiture of Pauls down payment is
warranted.

*In Reyes v. Tuparan, this Court declared in categorical terms that "[w]here the vendor promises to execute a deed
of absolute sale upon the completion by the vendee of the payment of the price, the contract is only a contract to sell.
The aforecited stipulation shows that the vendors reserved title to the subject property until full payment of the
purchase price."

Das könnte Ihnen auch gefallen