SALES 1

Object of the Contract

AURORA FE B. CAMACHO, G.R. No. 127520

Camacho was the owner of Lot 261, a 7.5-hectare parcel of land situated in
Petitioner,
Balanga, Bataan and covered by Transfer Certificate of Title No. T-10,185.

Present:
On July 14, 1968, Camacho and respondent Atty. Angelino Banzon entered
YNARES-SANTIAGO, J., into a contract for legal services denominated as a Contract of Attorneys
- versus - Chairperson, Fee.[3] The agreement is worded as follows:

AUSTRIA-MARTINEZ,
CALLEJO, SR., and KNOW ALL MEN BY THESE PRESENTS:

CHICO-NAZARIO, JJ. That we, Aurora B. Camacho, widow, of legal age and resident of
Balanga, Bataan, and Angelino M. Banzon, have agreed on the following:
That I, Aurora B. Camacho is the registered owner of Lot No. 261 Balanga
COURT OF APPEALS and Cadastre, has secured the legal services of Atty. Angelino M. Banzon to
ANGELINO BANZON, perform the following:

Respondents.
Promulgated: 1. To negotiate with the Municipal Government of Balanga so that
the above-mentioned lot shall be the site of the proposed Balanga Public
February 9, 2007 Market;
x-----------------------------------------------------------------------------------------x
2. To sell 1200 sq. m. for the sum of TWENTY- FOUR THOUSAND
DECISION PESOS (P24,000.00) right at the Market Site;

CALLEJO, SR., J.:

3. And to perform all the legal phase incidental to this work.

This is a Petition for Review on Certiorari of the Decision[1] of the Court of

Appeals (CA) in CA-G.R. CV No. 41268 affirming with modification the
Decision[2] of the Regional Trial Court (RTC) of Balanga, Bataan, Branch 1.
The Antecedents
That for and in consideration of this undertaking, I bind myself to pay Atty.
Angelino M. Banzon FIVE THOUSAND SQUARE METERS (5000) of the said
lot, for which in no case I shall not be responsible for payment of income
taxes in relation hereto, this area located also at market site.

That I, Angelino M. Banzon, is willing to undertake the above-enumerated
undertaking.
WITNESS our hands this 14 of July, 1968, in Balanga, Bataan.
(Signed) (Signed)
ANGELINO M. BANZON AURORA B. CAMACHO
Pursuant to the agreement, Atty. Banzon, on even date, sent a letter-
proposal[4] to the municipal council offering three sites for the proposed public
market which included Lot 261. Still on the same date, Camacho executed a
Special Power of Attorney[5] giving Atty. Banzon the authority to
execute and sign for her behalf a Deed of Donation transferring a
17,000-sq-m portion of Lot 261 to the municipal government of
Balanga, Bataan. The Deed of Donation was executed, which was later
accepted by the local government unit in Municipal Resolution No. 127.[6]
Silvestre Tuazon had been an agricultural tenant in Lot 261 since World War
II. On August 22, 1968, Tuazon and Camacho entered into an Agreement
with Voluntary Surrender[7] where Tuazon voluntarily surrendered his right as
a tenant of the landholding. Despite the agreement, however, Tuazon plowed
a portion of the lot and planted palay without Camachos consent. Since
Tuazon refused to vacate the premises, Camacho and
the Municipality of Balanga, through then Acting Mayor Victor Y. Baluyot, filed
a complaint[8] for forcible entry on November 18, 1969 before the Municipal
Trial Court (MTC) of Balanga, Bataan. The complaint was docketed as Civil
Case No. 424. The case was eventually decided in favor of the plaintiffs and
Tuazon was ordered to vacate the lot. On appeal to the RTC, trial de
novo ensued, in view of the absence of the transcript of stenographic notes of
the proceedings before the MTC. The RTC issued a preliminary mandatory
injunction ordering Tuazon to discontinue entering the subject premises until
further orders of the court.[9]
SALES 2
Object of the Contract
On September 1, 1973, the plaintiffs, through Atty. Banzon, and Tuazon
entered into an Agreement to Stay Court Order.[10] Under the agreement,
Tuazon was allowed to cultivate specific portions of the property as indicated
in a sketch plan which the parties prepared, and to use the markets water
supply to irrigate his plants within the lot subject to the markets preferential
rights. The parties also contracted that the agreement shall in no way affect
the merits of Civil Case No. 3512 and CAR Case No. 520-B73; and that no
part shall be construed as impliedly creating new tenancy relationship.
On December 6, 1973, Camacho filed a Manifestation[11] in Civil Case No.
3512 declaring that she had terminated the services of Atty. Banzon and had
retained the services of new counsel, Atty. Victor De La Serna.
On December 17, 1973, Atty. Banzon filed a Complaint-in-Intervention[12] in
Civil Case No. 3512. He alleged that Camacho had engaged his services as
counsel in CAR Case No. 59 B65 (where a favorable decision was rendered)
and in Civil Case No. 3512. Under the Contract of Attorneys Fee which they
had both signed, Camacho would compensate him with a 5,000-sq-m portion
of Lot 261 in case he succeeds in negotiating with the Municipality of Balanga
in transferring the projected new public market which had been set for
construction at the Doa Francisca Subdivision, all legal requirements having
been approved by a municipal resolution, the Development Bank of the
Philippines, and the National Urban Planning Commission. Atty. Banzon
further claimed that as a consequence of the seven cases filed by/against
Camacho, she further bound herself orally to give him a 1,000-sq-m portion
of Lot 261 as attorneys fee. He had also acquired from Camacho by
purchase an 80-sq-m portion of the subject lot as evidenced by a Provisional
Deed of Sale[13] and from third parties an 800-sq-m portion. He further
declared that his requests for Camacho to deliver the portions of the subject
lot remained unheeded, and that of the seven cases[14] he had handled for
Camacho, four had been decided in her favor while three are pending. Atty.
Banzon thus prayed for the following relief:

1. Ordering the ejectment of Defendant Silvestre Tuazon, in so far as (6880)
square meters is concerned, INTERVENORS claim over Lot 261;
2. The First Cause of Action, ordering the Plaintiff Aurora B. Camacho to
deliver (5000) square meters as per Annex A; EIGHTY square meters as per
Annex C; EIGHT HUNDRED (800) square meters which the
INTERVENOR purchased from third parties;
3. On the Second Cause of Action, ordering the Plaintiff Aurora B. Camacho
to pay the sum of P8,820.00, corresponding to the lease rental of (5880)
square meters a month, counted from July, 1973, until the same is delivered
to the INTERVENOR;
4. On the Third Cause of Action, ordering the Plaintiff Aurora B. Camacho to
deliver (1000) square meters, as attorneys fee in handling seven (7) cases;
5. Ordering the Plaintiff Aurora B. Camacho and Defendant Silvestre Tuazon
to pay jointly and severally, the sum of P5,000.00 for attorneys fee for legal
services to the INTERVENOR; cost and litigation expenses of P1,000. until
the case is terminated.
6. To grant such relief, just and equitable in the premises.[15]
Camacho opposed[16] Atty. Banzons motion on the ground that the admission
of the complaint-in-intervention would merely serve to delay the case. She
also claimed that his interest could be fully ventilated in a separate case for
recovery of property or for damages.
SALES 3
Object of the Contract
On April 5, 1974, the RTC granted[17] the motion and subsequently admitted
the complaint-in-intervention.
On December 31, 1973, Atty. Banzon and Tuazon entered into the following
amicable settlement:
1. That for and in consideration of the sum of TWO THOUSAND PESOS
(P2,000.00), Philippine currency, which have been received from the
INTERVENOR and acknowledged to have been received by the Defendant
Silvestre Tuazon, the latter hereby acknowledges, waives his defenses
against the claim of the INTERVENOR ANGELINO M. BANZON over a
portion of Lot No. 261, portion of the lot in question, to the extent of SIX
THOUSAND EIGHT HUNDRED EIGHTY (6880) SQUARE METERS as
claimed and contained in the COMPLAINT IN INTERVENTION and to give
effect to this AMICABLE SETTLEMENT hereby surrenders the actual
possession of the said portion, subject to the approval of this Hon. Court, in
favor of the INTERVENOR;
2. That the herein parties to this AMICABLE SETTLEMENT waive and
renounce whatever rights or claims, including future claims that each may
have against each other;
3. That the parties herein bind themselves to comply with the conditions of
the foregoing settlement;
4. That the foregoing AMICABLE SETTLEMENT was realized and achieved
between the herein parties, thru the prior intercession of the Defendants
counsel Atty. Narciso V. Cruz, Jr.
WHEREFORE, it is respectfully prayed that the foregoing AMICABLE
SETTLEMENT be approved and made as the basis of this Hon. Courts

decision between the herein INTERVENOR and DEFENDANT Silvestre
Tuazon.[18]
In Answer[19] to the complaint-in-intervention, Camacho denied that she
solicited the services of Atty. Banzon to facilitate the transfer of the site of the
proposed public market; in fact, it was Atty. Banzon who approached and
convinced her to donate a portion of the lot to the municipality of Balanga. He
assured her that the municipality of Balanga planned to relocate the public
market and was scouting for a new location. He also told her that her lot
appeared to be the most ideal location, and that he would take care of all the
legal problems.
Camacho admitted, however, that she signed the Contract of Attorneys Fee
but only upon the request of Atty. Banzon. He told her that the document
would be shown to the municipal councilors for formalitys sake to prove his
authority to act for and in behalf of Camacho. It was never intended to bind
her to pay attorneys fees.[20] She further denied that she agreed to give to
Atty. Banzon 1,000 sq m for handling the seven cases; they never discussed
attorneys fees. The cases stemmed from his assurance that he would take
care of any legal problem resulting from the donation of her property. She
was not even a party in some of the cases cited by Atty. Banzon. [21] Lastly,
she denied that he had made demands to deliver the mentioned portions of
the property.[22]
In his Reply,[23] Atty. Banzon countered that the Balanga Municipal Council
Resolution No. 128 transferring the market site to Camachos property was
enacted precisely because of his letter-proposal[24] to the municipal council.
On August 14, 1977, Camacho and Tuazon entered into a Compromise
Agreement,[25] whereby Camacho agreed to transfer a 1,000-sq-m portion of
Lot 261-B in favor of Tuazon; for his part, Tuazon moved to dismiss Civil
SALES 4
Object of the Contract
Case No. 3805 and to remove all the improvements outside the portion of the
property which Camacho had agreed to convey to him. Thus, the RTC
rendered a partial decision[26] approving the compromise agreement.
On September 12, 1978, Camacho filed a Motion to Dismiss[27] the
Complaint-in-Intervention filed by Atty. Banzon on the ground that the
jurisdiction of the court to try the case ceased to exist because the principal
action had been terminated. The RTC denied the motion in its
Order[28] dated March 16, 1979. It held that Atty. Banzon had an interest over
the subject property which he had to protect and that the compromise
agreement between Camacho and Tuazon did not include him. Moreover, the
dismissal of the intervention would not achieve its purpose of avoiding
multiplicity of suits. The propriety of the denial of Camachos motion to
dismiss was finally settled by this Court in Camacho v. Court of
Appeals[29] where this Court affirmed the denial of the motion.
After trial on the merits, the RTC rendered a Decision[30] on September 1,
1992 in favor of Atty. Banzon. The fallo reads:
ACCORDINGLY, judgment is hereby rendered:
1. Ordering plaintiff Aurora B. Camacho under the Contract of Attorneys
Fees, [to deliver] 5000 square meters of the subject landholding, Lot 261-B-1,
covered by Transfer Certificate of Title No. T-76357, or any other derivative
sublots of the original Lot 261-B;
2. Declaring the dismissal of said intervenor from the case at bar as
unjustified;
3. Ordering said plaintiff to pay and deliver to said intervenor 1000 square
meters of the property in question, Lot 261-B-1 or any other derivative sublots
of the original Lot 261-B in case of deficiency, for legal services rendered in
seven (7) cases;

4. Directing said plaintiff to deliver to said intervenor, under a Provisional
Deed of Sale, 80 square meters of the subject property, Lot 261-B-1 or any
other derivative sublots of the original Lot 261 in case of deficiency, after
payment of the balance of the purchase price;
5. Ordering said plaintiff to execute the corresponding Deed of Sale in favor
of said intervenor for the aforesaid 80 square meters;
6. Condemning said plaintiff to pay moral damages to said intervenor in the
amount of P100,000.00; attorneys fees in the sum of P30,000.00; and the
costs of the suit.
SO ORDERED.[31]
According to the RTC, Camacho had indeed read the contract and freely
affixed her signature thereon. Applying the provisions of Section 7 (now
section 9), Rule 130[32] of the Rules of Court, it concluded that the terms of
the contract were embodied in the document itself. Moreover, Camacho did
not bother to pay for all the other cases being handled by Atty. Banzon
because she knew that she had agreed already to pay attorneys fees. The
court likewise found that applying the provisions of Sections 24[33] and
26,[34] Rule 138 of the Rules of Court, the area of the lot agreed upon as
attorneys fees appears to be a reasonable compensation for his
services. Since Atty. Banzon handled other cases subsequent to the
execution of the contract of attorneys fees, the additional 1,000-sq-m lot
which the parties had orally agreed upon is proper. The RTC declared that
Atty. Banzon was entitled to be compensated based on quantum meruit since
his dismissal from the present case was unjustified. It also held that Camacho
was obliged to execute the necessary public instrument covering the 80-sq-m
portion of the lot which she had sold to Atty. Banzon. It went further and
SALES 5
Object of the Contract
awarded moral damages to Atty. Banzon on account of the mental anguish
and besmirched reputation he had suffered.
On October 8, 1992, Atty. Banzon filed a Motion for Execution Pending
Appeal.[35] Camacho, on the other hand, filed a Notice of Appeal. Atty.
Banzon filed a motion to dismiss on the ground that since the case originated
from the municipal court, it should be assailed via petition for
review. On November 20, 1992, the court issued an Order[36] denying the
motion for execution pending appeal for failure to state good reasons
therefor. It likewise granted the notice of appeal on the ground that the
complaint-in-intervention originated from the RTC and not from the MTC;
under the factual backdrop of the case, ordinary appeal is proper.
On appeal to the CA, Camacho raised the following errors:
I.
THE LOWER COURT ERRED IN ALLOWING JUDGE ABRAHAM VERA TO
SIGN THE DECISION IN THE INSTANT CASE, CONSIDERING THAT
JUDGE VERA HAD LONG CEASED TO BE THE JUDGE OF THAT COURT
AND WAS THE PRESIDING JUDGE OF BRANCH 90 OF THE REGIONAL
TRIAL COURT OF QUEZON CITY WHEN THE INSTANT DECISION WAS
SIGNED ON SEPTEMBER 1, 1992.
II.
THE LOWER COURT ERRED IN UPHOLDING THE VALIDITY AND DUE
EXECUTION OF CONTRACT EXH. C AND IN ORDERING PLAINTIFF TO
DELIVER TO INTERVENOR 5,000 SQUARE METERS OF LOT 261-B-1,
T.C.T. T-76357, CONSIDERING THAT THIS LOT IS NOT SPECIFIED IN
EXH. C.
III.

THE LOWER COURT ERRED IN DECLARING THAT INTERVENORS
DISCHARGE AS PLAINTIFFS COUNSEL IN THE CASE AT BAR WAS
UNJUSTIFIED, IN AWARDING INTERVENOR MORAL DAMAGES, AND IN
DISMISSING PLAINTIFFS COUNTERCLAIMS.
IV.
THE LOWER COURT ERRED IN AWARDING INTERVENOR 1,000
SQUARE METERS OF PLAINTIFFS LAND FOR HIS HANDLING OF
ALLEGED SEVEN CASES.
V.
THE LOWER COURT ERRED IN ORDERING PLAINTIFF TO EXECUTE A
FINAL DEED OF SALE FOR 80 SQUARE METERS OUT OF LOT 261-B-1,
CONSIDERING THAT LOT 261-B-1 IS NOT SPECIFIED IN THE
PROVISIONAL DEED OF SALE.[37]
On October 29, 1996, the CA rendered a decision[38] affirming with
modification the RTC ruling. The fallo reads:
WHEREFORE, foregoing considered, the appealed decision is hereby
AFFIRMED with modification requiring plaintiff Camacho to DELIVER 5,000
sq.m. and 1,000 sq. m. of Lot 261-B-1 to Intervenor as his attorneys fee and
80 sq. m. also from Lot 261 subject to the conditions embodied under no. 4 of
the dispositive portion of the assailed decision all within thirty (30) days from
the finality of this decision.
SO ORDERED.[39]
SALES 6
Object of the Contract
The CA held that all the elements of a valid contract were present: Camacho
(a dentistry graduate and an experienced businesswoman conversant in
English) cannot plead that she did not understand the undertaking she had
entered into; the object of the contract is certain since the genus of the object
was expressed although there was no determination of the individual specie;
and the cause of the obligation to negotiate and offer a site where the public
market will be constructed is not unlawful and cannot be considered as
influence peddling. As to the alleged violation of the terms of the special
power of attorney, the court held that Camacho was estopped from claiming
damages by reason thereof.
The CA likewise found the award of moral damages to be in order; that the
discharge of Atty. Banzon as counsel for Camacho was not justified and his
discharge does not in any way deprive him of his right to attorneys fees.
Lastly, the CA held that the RTC erred in requiring Camacho to
deliver Lot 261-B-1, since Atty. Banzon cannot demand a portion of superior
quality in the same way that appellant cannot transfer an inferior quality.
On December 3, 1996, the CA issued a Resolution[40] instituting petitioner
Aurora Fe Camacho as substitute for the deceased Aurora B. Camacho.
Atty. Banzon filed a Motion for Partial Reconsideration of the CA Decision, as
well as a Motion to Declare Decision Final insofar as Camacho was
concerned. On the other hand, Camacho moved to cancel the notice of lis
pendens. In the meantime, petitioner had filed the petition before this Court.
Thus, the CA no longer acted on the motions on the ground that it had
already lost jurisdiction over the case.[41]
In the present petition, petitioner raises the following issues:
1. WHETHER OR NOT INTERVENOR CAN BE AWARDED A FAVORABLE
JUDGMENT DESPITE ABSENCE OF ANY FINDINGS OF FACT IN THE

DECISION WHICH SHOW THAT HE WAS ABLE TO PROVE THE (SIC) HIS
MATERIAL ALLEGATIONS UPON WHICH HE BASIS (SIC) HIS CLAIM
UNDER CONTRACT OF ATTORNEYS FEE, EXH. C, ESPECIALLY PAR. 7
OF THE COMPLAINT-IN-INTERVENTION.
CAN THE BURDEN OF PROVING THE AND (SIC) DUE EXECUTION OF
CONTRACT EXH. C BE SHIFTED TO PLAINTIFF CAMACHO WITHOUT
VIOLATING SECT. 1, RULE 131, OF THE RULES OF COURT?
2. DID THE COURT OF APPEALS CORRECTLY APPLY THE PROVISION
OF ART. 1246 OF THE CIVIL CODE TO THE INSTANT CASE IN RULING
THAT CONTRACT EXH. C IS VALID AS TO OBJECT?
WILL THE DECISION REQUIRING THE DELIVERY OF 5,000 SQUARE
METERS OF LOT 261 BASED ON THE SAID ART. 1246, IN WHICH
INTERVENOR CANNOT DEMAND A THING OF SUPERIOR QUALITY AND
NEITHER CAN PLAINTIFF CAMACHO DELIVER A THING OF INFERIOR
QUALITY, BE SUSCEPTIBLE OF IMPLEMENTATION WITHOUT NEED OF
A NEW CONTRACT OR AGREEMENT BETWEEN THE PARTIES?
IF SO, WILL THAT NOT ALL THE MORE PROVE THAT TE OBJECT OF
CONTRACT EXH. C IS INDETERMINATE PURSUANT [TO] ART. 1349 OF
THE CIVIL CODE?
3. WHETHER OR NOT THE COURT OF APPEALS WAS IN A POSITION
TO PROCLAIM THE LEGALITY OR ILLEGALITY OF THE ALLEGED
CONTRACT WITHOUT FIRST REVEALING OR SETTING FORTH THE
REAL NATURE OF THIS OR THESE UNDERTAKINGS BASED ON THE
ALLEGATIONS AND TESTIMONIES OF INTERVENOR. HENCE,
WHETHER OR NOT THE TWO UNDERTAKINGS IN CONTRACT EXH. C
ARE LAWFUL.
SALES 7
Object of the Contract
4. WHETHER OR NOT THE COURT OF APPEALS COMMIT A GRAVE
ABUSE OF DISCRETION BY TREATING LIKE A MATTER OUT OF
RECORD THE ALLEGED REASONS OF PLAINTIFF CAMACHO FOR
DISMISSING INTERVENOR AS HER COUNSEL IN THE CASE AT BAR,
WHICH WERE ENUMERATED AND DISCUSSED ON PAGES 42-60 OF
HER APPELLANTS BRIEF, ANNEX B, AND WHICH WERE PRINCIPALLY
AND SPECIFICALLY COVERED IN HER THIRD ASSIGNMENT OF
ERRORS AND CONSIDERING THAT ONE OF THESE ALLEGED
REASONS ALSO CONSTITUTE PLAINTIFF CAMACHOS COUNTERCLAIM
FOR WHICH SHE IS SEEKING MORAL DAMAGES OF P100,000.
DID NOT THE COURT OF APPEALS COMMIT GRAVE ABUSE OF
DISCRETION IN REPRESENTING PLAINTIFF CAMACHOS THIRD
ASSIGNED ERROR AS REFERRING MERELY TO THE ISSUE OF
WHETHER OR NOT THE AWARD OF MORAL DAMAGES TO
INTERVENOR IS JUSTIFIED.
WAS NOT PLAINTIFF CAMACHO THEREBY DEPRIVED OF HER
CONSTITUTIONAL RIGHT TO DUE PROCESS OF LAW?
5. WHETHER OR NOT THE AWARD OF 1,000 SQ. M. OF LOT 261
ATTORNEYS FEE FOR ALLEGED HANDLING OF SEVEN CASES HAS
ANY LEGAL BASIS CONSIDERING THAT THERE IS NO SHOWING IN
THE DECISION THAT THE ORAL CONTRACT ALLEGED BY
INTERVENOR TO BE THE BASIS OF THE SAID ATTORNEYS FEE WAS
DULY POROVEN (SIC).[42]
Petitioner argues that the findings of facts in the assailed decision are mere
conclusions, without citation of evidence to support them. She likewise avers
that consent was not clearly proven; the conclusion of the CA was based on

the presumption that the document was read prior to being signed. Petitioner
insists that there is no object certain to speak of since the exact location of
the subject property cannot be determined; in short, the issue is not the
quality of the property but its identity. Petitioner further asserts that the cause
of the contract pirating of the municipalitys market project and ejecting the
tenant to convert the property into a commercial establishment is illegal. She
further insists that respondent failed to accomplish the twin objective of
ejecting Silvestre Tuazon and converting the remaining land into a
commercial area; thus, he is not entitled to the 5,000-sq-m lot. She further
contends that the CA erred in awarding moral damages because respondent
did not ask for it in his complaint-in-intervention. Lastly, she asserts that the
CA erred in affirming the award of the 1,000-sq-m lot pursuant to a verbal
contract between Camacho and respondent, especially considering the
prevailing jurisprudence against a lawyers acquisition of a clients lot in
litigation without the latters consent.
In his Comment,[43] respondent counters that the elements of a valid contract
are present: Camachos consent to the contract is evidenced by her signature
which was in fact admitted by the latter; that while it is true that the identity of
the 5,000-sq-m portion of Lot 261 has not been specified due to the absence
of the necessary technical descriptions, it is capable of being made
determinate without the need of a new agreement between the parties; as to
the validity of the cause of the contract, the general principle of estoppel
applies.
The Ruling of the Court
Article 1305 of the New Civil Code defines a contract as a meeting of minds
between two persons whereby one binds himself, with respect to the other, to
give something or to render some service. Contracts shall be obligatory in
whatever form they may have been entered into, provided all the essential
requisites for their validity are present.[44]
SALES 8
Object of the Contract
In general, there are three (3) essential requisites for a valid
contract: (1) consent of the contracting parties; (2) an object certain which is
the subject of the contract; and (3) the cause of the obligation which is
established.[45]
The first element
Consent of the contracting parties
Is shown by their signatures on the
Contract
Consent is manifested by the meeting of the offer and the acceptance upon
the thing and the cause which are to constitute the agreement.[46] In this case,
Camacho admitted the existence of the contract as well as the genuineness
of her signature. However, she claimed that she signed only upon the request
of Atty. Banzon, who told her that the document would only be shown to the
municipal councilors (for formalitys sake) to prove his authority in her behalf.
It was never intended to bind her to pay him attorneys fees;[47] in short,
petitioner insists that Camacho had not given her consent to the contract.
We, however, do not agree. The contract between Camacho and respondent
is evidenced by a written document signed by both parties denominated as
Contract of Attorneys Fee. It is an established rule that written evidence is so
much more certain and accurate than that which rests in fleeting memory
only; that it would be unsafe, when parties have expressed the terms of their
contract in writing, to admit weaker evidence to control and vary the stronger,
and to show that the parties intended a different contract from that expressed
in the writing signed by them.[48] Moreover, the moment a party affixes her
signature thereon, he or she is bound by all the terms stipulated therein and
is open to all the legal obligations that may arise from their breach.[49]
In the instant case, Camacho voluntarily signed the document evidencing the
contract. Camachos claim that the document was intended only to show
respondents authority to represent her with respect to the transaction is

flimsy, since a special power of attorney could just as easily have
accomplished that purpose. In fact, Camacho did execute a Special Power of
Attorney[50] after the Contract of Attorneys Fee was executed, and if Camacho
were to be believed, the Contract of Attorneys Fee should have been
immediately canceled thereafter since it was no longer needed. As correctly
held by the CA, Camacho was an experienced businesswoman, a dentistry
graduate and is conversant in the English language. We note that the words
and phrases used in the Contract of Attorneys Fee are very simple and clear;
thus, she cannot plead that she did not understand the undertaking she had
entered into.[51] Considering that her undertaking was to part with a 5,000-sq-
m portion of her property, she should have been more vigilant in protecting
her rights.
Even assuming that the contract did not reflect the true intention of the parties
as to their respective obligations, it is nevertheless binding. The existence of
the written contract, coupled with Camachos admission that the signature
appearing thereon was hers, constitute ineluctable evidence of her consent to
the agreement. It cannot be overcome by mere denial and allegations that
they did not intend to be bound thereby. We also note that Camacho did not
avail of the remedy of reformation of the instrument in order to reflect what,
according to her, was the true agreement.
Camachos consent to the contract was further manifested in the following
events that transpired after the contract was executed: the execution of the
agreement with voluntary surrender signed by Tuazon; the execution of the
Deed of Donation where Atty. Banzon was authorized to sign the same on
behalf of Camacho; and the sale of 1200 sq. m. portion of the property right
at the market site. In all these transactions, Atty. Banzon represented
Camacho pursuant to the Contract of Attorneys Fee.
The object of the contract
Is still certain despite the parties
Failure to indicate the specific
Portion of the property to be
Given as compensation for services
SALES 9
Object of the Contract
Articles 1349 and 1460 of the Civil Code provide the guidelines in
determining whether or not the object of the contract is certain:
Article 1349. The object of every contract must be determinate as to its
kind. The fact that the quantity is not determinate shall not be an obstacle to
the existence of the contract, provided it is possible to determine the same,
without the need of a new contract between the parties.
xxxx
Article 1460. A thing is determinate when it is particularly designated and/or
physically segregated from all others of the same class.
The requisite that a thing be determinate is satisfied if at the time the contract
is entered into, the thing is capable of being made determinate without the
necessity of a new or further agreement between the parties.
In this case, the object of the contract is the 5,000-sq-m portion of Lot 261,
Balanga Cadastre. The failure of the parties to state its exact location in the
contract is of no moment; this is a mere error occasioned by the parties
failure to describe with particularity the subject property, which does not
indicate the absence of the principal object as to render the contract
void.[52] Since Camacho bound herself to deliver a portion of Lot 261 to Atty.
Banzon, the description of the property subject of the contract is sufficient to
validate the same.
The Cause or Consideration
Of the contract is not illegal

In general, the cause is the why of the contract or the essential reason which
moves the contracting parties to enter into the contract.[53] For the cause to be
valid, it must be lawful such that it is not contrary to law, morals, good
customs, public order or public policy.[54] Petitioner insists that the cause of
the subject contract is illegal. However, under the terms of the contract, Atty.
Banzon was obliged to negotiate with the municipal government of Balanga
for the transfer of the proposed new public market to Camachos property (Lot
261); to sell 1,200 square meters right at the market site; and to take charge
of the legal phases incidental to the transaction which include the ejectment
of persons unlawfully occupying the property (whether through amicable
settlement or court action), and the execution of the Deed of Donation and
other papers necessary to consummate the transaction. There was thus
nothing wrong with the services which respondent undertook to perform
under the contract. They are not contrary to law, morals, good customs,
public order or public policy.
Petitioner argues that the cause of the contract is the pirating of the
municipalitys market project and ejecting the tenant to convert the property
into a commercial establishment. This is premised on the fact that the
construction of the new public market at Doa Francisca Subdivision had
originally been approved by the municipal council of Balanga, the
Development Bank of the Philippines, and the National Urban Planning
Commission; and at the time the contract was executed, Tuazon occupied
the property. The records show, however, that the municipal council was
scouting for a new location because it had reservations regarding the site of
the proposed project. And while Lot 261 was considered to be the most ideal
(because it stands on higher ground and is not susceptible to flooding) it does
not follow that respondent no longer negotiated for and in Camachos behalf.
There were other terms to be negotiated, such as the mode of transfer
(whether sale or donation); the titling of the property in the name of the
municipality; the terms of payment, if any; and such other legalities necessary
to consummate the transaction.
It must be stressed that Camacho was not deprived of any property right. The
portions of her property which she parted with (the 17,000-sq-m portion
SALES 10
Object of the Contract
donated to the municipality; the 5,000-sq-m portion given to respondent as
attorneys fees; and the 1,200-sq-m portion which was sold) were either in
exchange for services rendered or for monetary consideration. In fact, all
these transactions resulted in the increase in the economic value of her
remaining properties.
Thus, the defense of the illegality of respondents undertaking is baseless.
The municipal council had the authority to choose the best site for its project.
We also note that the market site was transferred with the active participation
of Camacho, who agreed to donate the 17,000-sq-m portion of her property;
the new public market was constructed and became operational; and the sale
of the 1,200-sq-m lot was consummated when Camacho executed the deeds
herself. Thus, petitioner cannot be allowed to evade the payment of
Camachos liabilities under the contract with respondent; a contrary
conclusion would negate the rule of estoppel and unjust enrichment.
As to the additional 1,000-sq-m-portion of Lot 261, however, we find and so
hold that respondent is not entitled thereto.
Indeed, it was sufficiently established that an attorney-client relationship
existed between Camacho and respondent and that the latter handled
several other cases for his client. The records show that the parties had
agreed upon specific sums of money as attorneys fees for the other cases:
Civil Case No. C-1773 P10,000.00[55]
Civil Case No. 424 P1,000.00[56]
CAR Case No. 278-B70 P2,000.00[57]
CAR Case No. 520-B73 P5,000.00[58]
Civil Case No. 3281 P5,000.00[59]
This clearly negates respondents claim of an additional 1,000-sq-m share as
compensation for services rendered. Likewise, there being no evidence on
respondents right over the 800-sq-m allegedly purchased from third persons,
he is likewise not entitled to this portion of the property.
 SALES 11
Object of the Contract

Intervenor may see the case in an angle different from that seen by plaintiff
Camacho. The procedures adopted by Intervenor may not be what plaintiff
On the other hand, Camacho admitted in her Answer[60] to the Complaint-in-
Camacho believes to be the best. But these do not in any way prove that
Intervention that respondent had purchased from her an 80-sq-m portion of
Intervenor was working to the prejudice of plaintiff Camacho.
the property. Since she had merely executed a Provisional Deed of
Sale,[61] we agree with the RTC that respondent has the right to require the
execution of a public instrument evidencing the sale.
Failure of plaintiff Camacho to prove that Intervenor intended to damage her,
It must be understood that a retainer contract is the law that governs the We consider the charges of plaintiff Camacho as mere honest difference of
relationship between a client and a lawyer.[62] Unless expressly stipulated, opinions.
rendition of professional services by a lawyer is for a fee or compensation
and is not gratuitous.[63]Whether the lawyers services were solicited or they
were offered to the client for his assistance, inasmuch as these services were As to the charge that Intervenor failed to account the money he collected in
accepted and made use of by the latter, we must consider that there was a behalf of plaintiff Camacho, the same is not supported by any
tacit and mutual consent as to the rendition of the services, and thus gives evidence. Suffice it to say that mere allegations cannot prove a claim.[66]
rise to the obligation upon the person benefited by the services to make
compensation therefor.[64] Lawyers are thus as much entitled to judicial
protection against injustice on the part of their clients as the clients are
against abuses on the part of the counsel. The duty of the court is not only to The ruling of the CA on the award of moral damages is likewise in
see that lawyers act in a proper and lawful manner, but also to see that accordance with the facts and established jurisprudence:
lawyers are paid their just and lawful fees.[65] If lawyers are entitled to fees
even if there is no written contract, with more reason that they are entitled The act of plaintiff Camacho is a clear case of breach of contract. Worst,
thereto if their relationship is governed by a written contract of attorneys fee. when Intervenor demanded payment, plaintiff Camacho adopted all sorts of
strategies to delay payment. This case dragged on for twenty (20) years. And
until this time, plaintiff Camacho continues to unjustifiably refuse the payment
In her fourth assigned error, petitioner claims that the CA failed to rule on the of the attorneys fees due to intervenor.
propriety of the dismissal of respondent as Camachos counsel.

For these, one can readily imagine the worries and anxiety gone through by
We do not agree. We uphold the following pronouncement of the CA on the Intervenor. Award of moral damages is but proper.
matter:

Moral damages may be granted if the party had proven that he suffered
In this case, the grounds relied upon by plaintiff Camacho as justifications for mental anguish, serious anxiety and moral shock as a consequence of the
the discharge of Intervenor are not sufficient to deprive the latter of his act of the other party. Moral damages can be awarded when a party acted in
attorneys fees. bad faith as in this case by Camacho.[67]
 SALES 12
Object of the Contract

IN LIGHT OF ALL THE FOREGOING, the appealed decision

is AFFIRMED with the MODIFICATION that the award of a 1,000-square-
meter portion of Lot 261 to respondent Atty. Angelito Banzon as attorneys
fees is DELETED.

SO ORDERED.

Object of the Contract
G.R. No. L-46892 September 30, 1981
HEIRS OF AMPARO DEL ROSARIO, plaintiffs-appellees,
vs.
AURORA O. SANTOS, JOVITA SANTOS GONZALES, ARNULFO O.
SANTOS, ARCHIMEDES O. SANTOS, ERMELINA SANTOS RAVIDA, and
ANDRES O. SANTOS, JR., defendants-appellants.
GUERRERO, J.:
The Court of Appeals, 1 in accordance with Section 31 of the Judiciary Act of
1948, as amended, certified to Us the appeal docketed as CA-G.R. No.
56674-R entitled "Amparo del Rosario, plaintiff-appellee, vs. Spouses Andres
Santos and Aurora Santos, defendants-appellants," as only questions of law
are involved.
On January 14, 1974, Amparo del Rosario filed a complaint against the
spouses Andres F. Santos and Aurora O. Santos, for specific performance
and damages allegedly for failure of the latter to execute the Deed of
Confirmation of Sale of an undivided 20,000 square meters of land, part of
Lot 1, Psu-206650, located at Barrio Sampaloc, Tanay, Rizal, in malicious
breach of a Deed of Sale (Exhibit A or 1) dated September 28, 1964.
Amparo del Rosario died on Sept. 21, 1980 so that she is now substituted by
the heirs named in her will still undergoing probate proceedings. Andres F.
Santos also died, on Sept. 5, 1980, and he is substituted by the following
heirs: Jovita Santos Gonzales, Arnulfo O. Santos, Archimedes O. Santos,
Germelina Santos Ravida, and Andres O. Santos, Jr.
The Deed of Sale (Exh. A or 1) is herein reproduced below:
DEED OF SALE
KNOW ALL MEN BY THESE PRESENTS:
SALES 13
Object of the Contract
I, ANDRES F. SANTOS, of legal age, married to Aurora 0. Santos, Filipino
and resident cf San Dionisio, Paranaque, Rizal, Philippines, for and in
consideration of the sum of TWO THOUSAND (P 2,000.00) PESOS,
Philippine Currency, the receipt whereof is hereby acknowledged, do hereby
SELLS, CONVEYS, and TRANSFERS (sic) unto Amparo del Rosario, of
legal age, married to Fidel del Rosario but with legal separation, Filipino and
resident of San Dionisio, Paranaque, Rizal, Philippines that certain 20,000
square meters to be segregated from Lot 1 of plan Psu-206650 along the
southeastern portion of said lot, which property is more particularly described
as follows:
A parcel of land (Lot 1 as shown on plan Psu-206650, situated in the Barrio of
Sampaloc, Municipality of Tanay, Province of Rizal. Bounded on the SW.,
along lines 1-2-3, by Lot 80 of Tanay Public Land Subdivision, Pls-39; on the
NW., along lines 3-4-5, by Lot 2; and along lines 5-6-7-8-9-10-11, by Lot 6; on
the NE., along lines 11-12-13, by Lot 3: and along lines 13-1415, by Lot 4, all
of plan Psu-206650; and on the SE., along line 15-1, by Lot 5 of plan Psu-
206650 ... ; containing an area of ONE HUNDRED EIGHTY ONE
THOUSAND FOUR HUNDRED TWENTY (181,420) SQUARE METERS. All
points referred to are indicated on the plan and are marked on the ground as
follows: ...
of which above-described property, I own one-half (1/2) interest thereof being
my attorney's fee, and the said 20,000 square meters will be transferred unto
the VENDEE as soon as the title thereof has been released by the proper
authority or authorities concerned:
That the parties hereto hereby agree that the VENDOR shall execute a Deed
of Confirmation of Deed of Sale in favor of the herein VENDEE as soon as
the title has been released and the subdivision plan of said Lot 1 has been
approved by the Land Registration Commissioner.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
September, 1964, in the City of Manila, Philippines.
s/ ANDRES F. SANTOS t/ ANDRES F. SANTOS
With My Marital Consent:

s/ Aurora O. Santos (Wife) t/ Aurora O. Santos (Wife)
SIGNED IN THE PRESENCE OF: s/ Felicitas C. Moro s/ Corona C. Venal
REPUBLIC OF THE PHILIPPINES) ) SS.
BEFORE ME, a Notary Public for and in Rizal, Philippines, personally
appeared Andres F. Santos, with Res. Cert. No. 4500027 issued at
Paranaque, Rizal, on Jan. 9, 1964, B-0935184 issued at Paranaque, Rizal on
April 15, 1964, and Aurora 0. Santos, with Res. Cert. No. A-4500028 issued
at Paranaque, Rizal, on Jan. 9, 1964, giving her marital consent to this
instrument, both of whom are known to me and to me known to be the same
persons who executed the foregoing instruments and they acknowledged to
me that the same is their free act and voluntary deed.
IN WITNESS WHEREOF, I have hereunto signed this instrument and affixed
my notarial seal this lst day of October, 1964, in Pasig, Rizal, Philippines.
Doc. No. 1792; Page No. 85; Book No. 19; Series of 1964.
s/ FLORENCIO LANDRITO t/ FLORENCIO LANDRITO
NOTARY PUBLIC Until December 31, 1965 2
Plaintiff claimed fulfillment of the conditions for the execution of the Deed of
Confirmation of Sale, namely: the release of the title of the lot and the
approval of the subdivision plan of said lot by the Land Registration
Commission. She even enumerated the titles with their corresponding land
areas derived by defendants from the aforesaid lot, to wit:
(a) TCT 203580 30,205 sq. meters
(b) TCT 203581 19, 790 sq. meters
(c) TCT 167568 40,775 sq. meters
In a motion to dismiss, defendants pleaded, inter alia, the defenses of lack of
jurisdiction of the court a quo over the subject of the action and lack of cause
of action allegedly because there was no allegation as to the date of the
SALES 14
Object of the Contract
approval of the subdivision plan, no specific statement that the titles therein
mentioned were curved out of Lot I and no clear showing when the demands
were made on the defendants. They likewise set up the defense of
prescription allegedly because the deed of sale was dated September 28,
1964 and supposedly ratified October 1, 1964 but the complaint was filed
only on January 14, 1974, a lapse of more than nine years when it should
have been filed within five years from 1964 in accordance with Article 1149,
New Civil Code.
Defendant also claimed that the demand set forth in the complaint has been
waived, abandoned or otherwise extinguished. It is alleged that the deed of
sale was "only an accommodation graciously extended, out of close
friendship between the defendants and the plaintiff and her casual business
partner in the buy and sell of real estate, one Erlinda Cortez;" 3 that in order
to allay the fears of plaintiff over the non-collection of the debt of Erlinda
Cortez to plaintiff in various sums exceeding P 2,000.00, defendants, who
were in turn indebted to Erlinda Cortez in the amount of P 2,000.00,
voluntarily offered to transfer to plaintiff their inexistent but expectant right
over the lot in question, the same to be considered as part payment of Erlinda
Cortez' indebtedness; that as Erlinda Cortez later on paid her creditor what
was then due, the deed of sale had in effect been extinguished. Defendants
thereby characterized the said deed of sale as a mere tentative agreement
which was never intended nor meant to be ratified by and acknowledged
before a notary public. In fact, they claimed that they never appeared before
Notary Public Florencio Landrito.
Finally, defendants alleged that the claim on which the action or suit is
founded is unenforceable under the statute of frauds and that the cause or
object of the contract did not exist at the time of the transaction.
After an opposition and a reply were filed by the respective parties, the
Court a quo resolved to deny the motion to dismiss of defendants.
Defendants filed their answer with counterclaim interposing more or less the
same defenses but expounding on them further. In addition, they claimed that
the titles allegedly derived by them from Lot 1 of Annex A or I were cancelled
and/or different from said Lot I and that the deed of sale was simulated and
fictitious, plaintiff having paid no amount to defendants; and that the deed
 SALES 15
Object of the Contract

was entrusted to plaintiff's care and custody on the condition that the latter;
(a) would secure the written consent of Erlinda Cortez to Annex A or I as part
payment of what she owed to plaintiff; (b) would render to defendants true
accounting of collections made from Erlinda showing in particular the
consideration of 2,000.00 of Annex A or I duly credited to Erlinda's account. 4
... up to the issuance of title in the name" of Custodia. They agreed that after
the registration of the title in Custodio's name, and "after deducting all
expenses from the total area of the property," Custodio would assign and
deliver to Santos "one-half (1/2) share of the whole property as appearing in
the certificate of title so issued." Exh. B or 2).

Plaintiff filed a reply and answer to counterclaim and thereafter a motion for
summary judgment and/or judgment on the pleadings on the ground that the
defenses of defendants fail to tender an issue or the same do not present
issues that are serious enough to deserve a trial on the merits, 5 submitting
on a later date the affidavit of merits. Defendants filed their corresponding
opposition to the motion for summary judgment and/or judgment on the
pleadings. Not content with the pleadings already submitted to the Court,
plaintiff filed a reply while defendants filed a supplemental opposition.
On March 22, 1964, Custodio's land was surveyed under plan Psu-226650
(Exh. D or 4). It was divided into six (6) lots, one of which was a road lot. The
total area of the property as surveyed was 211,083 square meters. The
respective areas of the lots were as follows:
Lot 1 181,420 square meters

With all these pleadings filed by the parties in support of their respective Lot 2 7,238 square meters
positions, the Court a quo still held in abeyance plaintiff's motion for summary
judgment or judgment on the pleadings pending the pre-trial of the case. At
the pre-trial, defendants offered by way of compromise to pay plaintiff the Lot 3 7,305 square meters
sum of P2,000.00, the consideration stated in the deed of sale. But the latter
rejected the bid and insisted on the delivery of the land to her. Thus, the pre-
trial proceeded with the presentation by plaintiff of Exhibits A to Q which Lot 4 5,655 square meters
defendants practically admitted, adopted as their own and marked as Exhibits
1 to 17. In addition, the latter offered Exhibit 18, which was their reply to
plaintiff's letter of demand dated December 21, 1973. Lot 5 5,235 square meters
From the various pleadings filed in this case by plaintiff, together with the
annexes and affidavits as well as the exhibits offered in evidence at the pre-
trial, the Court a quo found the following facts as having been duly Road Lot 6 4,230 square meters
established since defendant failed to meet them with countervailing evidence:

In February, 1964, Teofilo Custodia owner of a parcel of unregistered land TOTAL 211,083 square meters
with an area of approximately 220,000 square meters in Barrio Sampaloc,
Tanay, Rizal, hired Attorney Andres F. Santos "to cause the survey of the
xxx xxx xxx
above-mentioned property, to file registration proceedings in court, to appear
and represent him in all government office relative thereto, to advance all On December 27, 1965, a decree of registration No. N-108022 was issued in
expenses for surveys, taxes to the government, court fees, registration fees Land Registration Case No. N-5023, of the Court of First Instance of Rizal,
 SALES 16
Object of the Contract

LRC Record No. N-27513, in favor of Teofilo Custodia married to Miguela

Perrando resident of Tanay, Rizal. On March 23, 1966, Original Certificate of Lot 4 40,775 square meters
Title No. 5134 (Exh. Q or 17) was issued to Custodio for Lots 1, 2, 3, 4 and 5,
Psu- 206650, with a total area of 206,853 square meters. The areas of the
five (5) lots were as follows: Lot 5 50,000 square meters

Lot 1 181,420 square meters Road Lot 6 5,303 square meters

Lot 2 7,238 square meters TOTAL 206,853 square meters

Lot 3 7,305 square meters On June 22, 1966, the consolidation-subdivision plan (LRC) Pcs-5273 (Exh.
E or 5) was approved by the Land Registration Commission and by the Court
of First Instance of Rizal in an order dated July 2, 1966 (Entry No. 61037 T-
Lot 4 5,655 square meters 167561, Exh. Q). Upon its registration, Custodio's O.C.T. No. 5134 (Exh. Q)
was cancelled and TCT Nos. 167561, 167562, 167563, 167564 (Exh. G),
167565 (Exh. H and 167566 were issued for the six lots in the name of
Lot 5 5,235 square meters Custodio (Entry No. 61035, Exh. Q).

On June 23, 1966, Custodio conveyed to Santos Lots 4 and 5, Pcs-5273 with
In April to May, 1966, a consolidation-subdivision survey (LRC) Pcs-5273 a total area of 90,775 square meters (Exh. B or 2) described in Custodio's
(Exh. E or 5) was made on the above lots converting them into six (6) new TCT No. 167564 (Exh. G or 7) and TCT No. 167565 (Exh. H or 8), plus a
lots as follows: one-half interest in the Road Lot No. 6, as payment of Santos' attorney's fees
and advances for the registration of Custodio's land.
xxx xxx xxx
Upon registration of the deed of conveyance on July 5, 1966, Custodio's TCT
Nos. 167564 and 167565 (Exhs. G and H) were cancelled. TCT No. 167568
Lot 1 20,000 square meters (Exh. I or 9) for Lot 4 and TCT No. 167585 (Exh. J or 10) for Lot 5 were
issued to Santos.

Lot 2 40,775 square meters On September 2, 1967, Santos' Lot 5, with an area of 50,000 square meters
was subdivided into two (2) lots, designated as Lots 5-A and 5-B in the plan
Psd-78008 (Exh. F or 6), with the following areas:
Lot 3 50,000 square meters
 SALES 17
Object of the Contract

Lot 5-A 30,205 square TCT No. 203580 for

meters

Lot 5-A Psd-78008 30,205 sq. m.

Lot 5-B 19,795square
meters
(Exh. K or 11)

TOTAL 50,000 square

meters TCT No. 203581 for

Upon registration of Psd-78008 on October 3, 1967, Santos' TCT No. 167585

Lot 5-B Psd-78008 19,795 sq. m.
(Exh. J) was cancelled and TCT No. 203578 for Lot 5- A and TCT No.
203579 for Lot 5-B were supposed to have been issued to Santos (See Entry
6311 in Exh. J or 10). Actually, TCT No. 203580 was issued for Lot 5-A (Exh.
K or 1 1), and TCT No. 203581 for Lot 5-B (Exh. L or 12), both in the name of (Exh. L or 12)
Andres F. Santos.

Out of Custodio's original Lot 1, Psu-206650, with an area of 181,420 square 90,775 sq.m.
meters, Santos was given a total of 90,775 square meters, registered in his
name as of October 3, 1967 under three (3) titles, namely:
plus one-half of the road lot, Lot 6, PCS-5273, with an area of 5,303 square
meters, which is registered jointly in the name of Santos and Custodio (Exh.
B & E) 6

TCT No. 167585 for
Lot 4 Pcs-5273
The court a quo thereupon concluded that there are no serious factual issues
involved so the motion for summary judgment may be properly granted.
Thereafter, it proceeded to dispose of the legal issues raised by defendants
40,775 sq. m. and rendered judgment in favor of plaintiff. The dispositive portion of the
decision states as follows:

WHEREFORE, defendants Andres F. Santos and Aurora Santos are ordered

(Exh. J or 10)
to execute and convey to plaintiff Amparo del Rosario, within ten (10) days
from the finality of this decision, 20,000 square meters of land to be taken
from the southeastern portion of either Lot 4, Pcs-5273, which has an area of
40,775 square meters, described in TCT No. 167568 (Exh. I or 9) of from

their LOL 5-A. with an area of 30,205 square meters, described in TCI No.
203; O (Exh. K or 11). The expenses of segregating the 20,000 square
meters portion shall be borne fqually by the parties. rhe expenses for the
execution and registration of the sale shall be borne by the defendants (Art.
1487, Civil Code). Since the defendants compelled the plaintiff to litigate and
they failed to heed plainliff's just demand, they are further ordered to pay the
plaintiff the sum of P2,000.00 as attorney's fees and the costs of this action.
SO ORDERED. 7
Aggrieved by the aforesaid decision, the defendant's filed all appeal to the
Court of Appeals submitting for resolution seven assignments of errors, to wit:
I. The lower court erred in depriving the appellants of their right to the
procedural due process.
II. The lower court erred in holding that the appellee's claim has not been
extinguished.
III. The lower court erred in sustaining appellee's contention that there are no
other unwritten conditions between the appellants and the appellee except
those express in Exh. "1" or "A", and that Erlinda Cortez' conformity is not
required to validate the appellants' obligation.
IV. The lower court erred in holding that Exh. "l" or "A" is not infirmed and
expressed the true intent of the parties.
V. The lower court erred in declaring that the appellants are co-owners of the
lone registered owner Teofilo Custodia.
VI. The lower court erred in ordering the appellants to execute and convey to
the appellee 20,000 sq. m. of land to be taken from the southeastern portion
of either their lot 4, Pcs-5273, which has an area of 40,775 sq.m., described
in T.C.T. No. 167568 (Exh. 9 or 1), or from their lot No. 5-A, with an area of
30,205 sq.m. described in T.C.T. No. 203580 (Exh. 11 or K), the expenses of
segregation to be borne equally by the appellants and the appellee and the
expenses of execution and registration to be borne by the appellants.
SALES 18
Object of the Contract
VII. Thelowercourterredinorderingtheappellantstopayto the appellee the sum
of P2,000. 00 as attorney's fee and costs. 8
The first four revolve on the issue of the propriety of the rendition of summary
judgment by the court a quo, which concededly is a question of law. The last
three assail the summary judgment itself. Accordingly, the Court of Appeals,
with whom the appeal was filed, certified the records of the case to this Court
for final determination.
For appellants herein, the rendition of summary judgment has deprived them
of their right to procedural due process. They claim that a trial on the merits is
indispensable in this case inasmuch as they have denied under oath all the
material allegations in appellee's complaint which is based on a written
instrument entitled "Deed of Sale", thereby putting in issue the due execution
of said deed.
Appellants in their opposition to the motion for summary judgment and/or
judgment on the pleadings, however, do not deny the genuineness of their
signatures on the deed of sale.
(Par. 3 of said Motion, p. 101, Record on Appeal). They do not contest the
words and figures in said deed except in the acknowledgment portion thereof
where certain words were allegedly cancelled and changed without their
knowledge and consent and where, apparently, they appeared before Notary
Public Florencio Landrito when, in fact, they claimed that they did not. In
effect, there is an admission of the due execution and genuineness of the
document because by the admission of the due execution of a document is
meant that the party whose signature it bears admits that voluntarily he
signed it or that it was signed by another for him and with his authority; and
the admission of the genuineness of the document is meant that the party
whose signature it bears admits that at the time it was signed it was in the
words and figures exactly as set out in the pleading of the party relying upon
it; and that any formal requisites required by law, such as swearing and
acknowledgment or revenue stamps which it requires, are waived by him. 9
As correctly pointed out by the court a quo, the alleged false notarization of
the deed of sale is of no consequence. For a sale of real property or of an
interest therein to be enforceable under the Statute of Frauds, it is enough

that it be in writing. 10 It need not be notarized. But the vendee may avail of
the right under Article 1357 of the New Civil Code to compel the vendor to
observe the form required by law in order that the instrument may be
registered in the Registry of Deeds. 11 Hence, the due execution and
genuineness of the deed of sale are not really in issue in this case.
Accordingly, assigned error I is without merit.
What appellants really intended to prove through the alleged false
notarization of the deed of sale is the true import of the matter, which
according to them, is a mere tentative agreement with appellee. As such, it
was not intended to be notarized and was merely entrusted to appellee's care
and custody in order that: first, the latter may secure the approval of one
Erlinda Cortez to their (appellants') offer to pay a debt owing to her in the
amount of P2,000.00 to appellee instead of paying directly to her as she was
indebted to appellee in various amounts exceeding P2,000.00; and second
once the approval is secured, appellee would render an accounting of
collections made from Erlinda showing in particular the consideration of
P2,000.00 of the deed of sale duly credited to Erlinda's account.
According to appellants, they intended to prove at a full dress trial the
material facts: (1) that the aforesaid conditions were not fulfilled; (2) that
Erlinda Cortez paid her total indebtedness to appellee in the amount of
P14,160.00, the P2,000.00 intended to be paid by appellant included; and (3)
that said Erlinda decided to forego, renounce and refrain from collecting the
P2,000.00 the appellants owed her as a countervance reciprocity of the
countless favors she also owes them.
Being conditions which alter and vary the terms of the deed of sale, such
conditions cannot, however, be proved by parol evidence in view of the
provision of Section 7, Rule 130 of the Rules of Court which states as follows:
Sec. 7. Evidence of written agreements when the terms of an agreement
have been reduced to writing, it is to be considered as containing all such
terms, and, therefore, there can be, between the parties and their successors
in interest, no evidence of the terms of the agreement other than the contents
of the writing, except in the following cases:
SALES 19
Object of the Contract
(a) Where a mistake or imperfection of the writing, or its failure to express the
true intent and agreement of the parties, or the validity of the agreement is
put in issue by the pleadings;
(b) When there is an intrinsic ambiguity in the writing. The term "agreement"
includes wills."
The parol evidence rule forbids any addition to or contradiction of the terms of
a written instrument by testimony purporting to show that, at or before the
signing of the document, other or different terms were orally agreed upon by
the parties. 12
While it is true, as appellants argue, that Article 1306 of the New Civil Code
provides that "the contracting parties may establish such stipulations,
clauses, terms and conditions as they may deem convenient, provided that
they are not contrary to law, morals, good customs, public order, or public
policy" and that consequently, appellants and appellee could freely enter into
an agreement imposing as conditions thereof the following: that appellee
secure the written conformity of Erlinda Cortez and that she render an
accounting of all collections from her, said conditions may not be proved as
they are not embodied in the deed of sale.
The only conditions imposed for the execution of the Deed of Confirmation of
Sale by appellants in favor of appellee are the release of the title and the
approval of the subdivision plan. Thus, appellants may not now introduce
other conditions allegedly agreed upon by them because when they reduced
their agreement to writing, it is presumed that "they have made the writing the
only repository and memorial of truth, and whatever is not found in the writing
must be understood to have been waived and abandoned." 13
Neither can appellants invoke any of the exceptions to the parol evidence
rule, more particularly, the alleged failure of the writing to express the true
intent and agreement of the parties. Such an exception obtains where the
written contract is so ambiguous or obscure in terms that the contractual
intention of the parties cannot be understood from a mere reading of the
instrument. In such a case, extrinsic evidence of the subject matter of the
contract, of the relations of the parties to each other, and of the facts and
circumstances surrounding them when they entered into the. contract may be

received to enable the court to make a proper interpretation of the
instrumental. 14 In the case at bar, the Deed of Sale (Exh. A or 1) is clear,
without any ambiguity, mistake or imperfection, much less obscurity or doubt
in the terms thereof. We, therefore, hold and rule that assigned errors III and
IV are untenable.
According to the court a quo, "(s)ince Santos, in his Opposition to the Motion
for Summary Judgment failed to meet the plaintiff's evidence with
countervailing evidence, a circumstance indicating that there are no serious
factual issues involved, the motion for summary judgment may properly be
granted." We affirm and sustain the action of the trial court.
Indeed, where a motion for summary judgment and/or judgment on the
pleadings has been filed, as in this case, supporting and opposing affidavits
shall be made on personal knowledge, shall set forth such facts as may be
admissible in evidence, and shall show affirmatively that the affiant is
competent to testify as to the matters stated therein. Sworn or certified copies
of all papers or parts thereof referred to in the
affidavitshalibeattachedtheretoorservedtherewith. 15
Examining the pleadings, affidavits and exhibits in the records, We find that
appellants have not submitted any categorical proof that Erlinda Cortez had
paid the P2,000.00 to appellee, hence, appellants failed to substantiate the
claim that the cause of action of appellee has been extinguished. And while it
is true that appellants submitted a receipt for P14,160.00 signed by appellee,
appellants, however, have stated in their answer with counterclaim that the
P2,000.00 value of the property covered by the Deed of Sale, instead of
being credited to Erlinda Cortez, was conspicuously excluded from the
accounting or receipt signed by appellee totalling P14,160.00. The aforesaid
receipt is no proof that Erlinda Cortez subsequently paid her P2,000.00 debt
to appellee. As correctly observed by the court a quo, it is improbable that
Cortez would still pay her debt to appellee since Santos had already paid it.
Appellants' claim that their P2,000.00 debt to Erlinda Cortez had been waived
or abandoned is not also supported by any affidavit, document or writing
submitted to the court. As to their allegation that the appellee's claim is
barred by prescription, the ruling of the trial court that only seven years and
SALES 20
Object of the Contract
six months of the ten-year prescription period provided under Arts. 1144 and
155 in cases of actions for specific performance of the written contract of sale
had elapsed and that the action had not yet prescribed, is in accordance with
law and, therefore, We affirm the same.
The action of the court a quo in rendering a summary judgment has been
taken in faithful compliance and conformity with Rule 34, Section 3, Rules of
Court, which provides that "the judgment sought shall be rendered forthwith if
the pleadings, depositions, and admissions on file together with the affidavits,
show that, except as to the amount of damages, there is no genuine issue as
to any material fact and that the moving party is entitled to a judgment as a
matter of law. "
Resolving assignments of errors, V, VI, and VII which directly assail the
summary judgment, not the propriety of the rendition thereof which We have
already resolved to be proper and correct, it is Our considered opinion that
the judgment of the court a quo is but a logical consequence of the failure of
appellants to present any bona fidedefense to appellee's claim. Said
judgment is simply the application of the law to the undisputed facts of the
case, one of which is the finding of the court a quo, to which We agree, that
appellants are owners of one-half (1/2) interest of Lot I and, therefore, the fifth
assignment of error of appellants is without merit.
By the terms of the Deed of Sale itself, which We find genuine and not
infirmed, appellants declared themselves to be owners of one-half (1/2)
interest thereof. But in order to avoid appellee's claim, they now contend that
Plan Psu-206650 where said Lot I appears is in the exclusive name of Teofilo
Custodio as the sole and exclusive owner thereof and that the deed of
assignment of one-half (1/2) interest thereof executed by said Teofilo
Custodio in their favor is strictly personal between them. Notwithstanding the
lack of any title to the said lot by appellants at the time of the execution of the
deed of sale in favor of appellee, the said sale may be valid as there can be a
sale of an expected thing, in accordance with Art. 1461, New Civil Code,
which states:
Art. 1461. Things having a potential existence may be the object of the
contract of sale.
 SALES 21
Object of the Contract

The efficacy of the sale of a mere hope or expectancy is deemed subject to

the condition that the thing will come into existence.

The sale of a vain hope or expectancy is void.

In the case at bar, the expectant right came into existence or materialized for
the appellants actually derived titles from Lot I .

We further reject the contention of the appellants that the lower court erred in
ordering the appellants to execute and convey to the appellee 20,000 sq.m.
of land to be taken from the southeastern portion of either their Lot 4, Pcs-
5273, which has an area of 40,775 sq.m., described in T.C.T. No. 167568
(Exh. 9 or 1), or from their Lot No. 5-A, with an area of 30,205 sq.m.
described in T.C.T. No. 203580 (Exh. 11 or K), the expenses of segregation
to be borne equally by the appellants and the appellee and the expenses of
execution and registration to be borne by the appellants. Their argument that
the southeastern portion of Lot 4 or Lot 5-A is no longer the southeastern
portion of the bigger Lot 1, the latter portion belonging to the lone registered
owner, Teofilo Custodia is not impressed with merit. The subdivision of Lot I
between the appellants and Teofilo Custodio was made between themselves
alone, without the intervention, knowledge and consent of the appellee, and
therefore, not binding upon the latter. Appellants may not violate nor escape
their obligation under the Deed of Sale they have agreed and signed with the
appellee b3 simply subdividing Lot 1, bisecting the same and segregating
portions to change their sides in relation to the original Lot 1.

Finally, considering the trial court's finding that the appellants compelled the
appellee to litigate and they failed to heed appellee's just demand, the order
of the court awarding the sum of P2,000.00 as attorney's fees is just and
lawful, and We affirm the same.

WHEREFORE, IN VIEW OF THE FOREGOING, the judgment appealed from

is hereby AFFIRMED in toto, with costs against the appellants.

SO ORDERED.