Sales Case Digest

1. BUENAVENTURA VS. CA
G.R. No. 126376
November 20, 2003.
DOCTRINE: A contract of sale is not a real contract, but a consensual contract. As a consensual contract,
a contract of sale becomes a binding and valid contract upon the meeting of the minds as to price. If there
is a meeting of the minds of the parties as to the price, the contract of sale is valid, despite the manner of
payment, or even the breach of that manner of payment. If the real price is not stated in the contract,
then the contract of sale is valid but subject to reformation. If there is no meeting of the minds of the
parties as to the price, because the price stipulated in the contract is simulated, then the contract is void.
Payment of the price has nothing to do with the perfection of the contract. Payment of the price goes into
the performance of the contract. Failure to pay the consideration is different from lack of consideration.
The former results in a right to demand the fulfillment or cancellation of the obligation under an existing
valid contract while the latter prevents the existence of a valid contract.
FACTS:
Petitioners sought to declare as null and void ab initio certain deeds of sale of real property executed by
their parents, respondents Leonardo Joaquin and Feliciana Landrito, in favor of their co-respondents-
children and the corresponding certificates issued in their names.
They alleged that the sale of the subject properties impaired their legitime and that there was no actual
valid consideration for the deeds of sale, and even assuming that there was indeed consideration, the
price was grossly inadequate.
The trial court ruled that petitioners had no valid cause of action against respondents since there can be
no legitime to speak of prior to the death of their parents. On appeal, the Court of Appeals affirmed the
decision of the trial court.
ISSUE:
1. WON the sale is null and void for want of valid consideration
2. WON the Deeds of Sale are void for gross inadequacy of price
HELD:
1st Issue: No, the deed of sale is not void. A contract of sale is not a real contract, but a consensual
contract. As a consensual contract, a contract of sale becomes a binding and valid contract upon the
meeting of the minds as to price. If there is a meeting of the minds of the parties as to the price, the
contract of sale is valid, despite the manner of payment, or even the breach of that manner of payment.
Payment of the price has nothing to do with the perfection of the contract. Payment of the price goes into
the performance of the contract. Failure to pay the consideration is different from lack of consideration.
Petitioners failed to show that the prices in the Deeds of Sale were absolutely simulated. To prove
simulation, petitioners presented Emma Joaquin Valdoz's testimony stating that their father, respondent
Leonardo Joaquin, told her that he would transfer a lot to her through a deed of sale without need for her
payment of the purchase price. The trial court did not find the allegation of absolute simulation of price
credible.
2nd Issue: No, the deed of sale is not void. Petitioners failed to prove any of the instances mentioned in
Articles 1355 and 1470 of the Civil Code which would invalidate, or even affect, the Deeds of Sale. Indeed,
there is no requirement that the price be equal to the exact value of the subject matter of sale. All the
respondents believed that they received the commutative value of what they gave.
Courts cannot follow one every step of his life and extricate him from bad bargains, protect him from
unwise investments, relieve him from one-sided contracts, or annul the effects of foolish acts.

2. LAM VS. KODAK

G.R. No. 167615
January 11, 2016
FACTS:
The Lam Spouses argue that respondent Kodak Philippines, Ltd.'s breach of their contract of sale entitles
them to damages more than the amount awarded by the Court of Appeals.
On January 8, 1992, the Lam Spouses and Kodak Philippines, Ltd. entered into an agreement (Letter
Agreement) for the sale of three (3) units of the Kodak Minilab System 22XL. On January 15, 1992, Kodak
Philippines, Ltd. delivered one (1) unit of the Minilab Equipment in Tagum, Davao Province. The Lam
Spouses issued postdated checks amounting to P35,000.00 each for 12 months as payment for the 8rst
delivered unit.
The Lam Spouses requested that Kodak Philippines, Ltd. not negotiate the check dated March 31, 1992
allegedly due to insuf8ciency of funds. 12 The same request was made for the check due on April 30, 1992.
However, both checks were negotiated by Kodak Philippines, Ltd. and were honored by the depository
bank.
Kodak Philippines, Ltd. canceled the sale and demanded that the Lam Spouses return the unit it delivered
together with its accessories. The Lam Spouses ignored the demand but also rescinded the contract
through the letter dated November 18, 1992 on account of Kodak Philippines, Ltd.'s failure to deliver the
two (2) remaining Minilab Equipment units.
Kodak Philippines, Ltd. filed a Complaint for replevin and/or recovery of sum of money which was granted
by the trial court. The Lam Spouses then 8led before the Court of Appeals a Petition to Set Aside the
Orders issued by the trial court.
ISSUES:
1. WON the contract between petitioners and respondent is a divisible obligation susceptible of
partial performance under Article 1225
2. Upon rescission of the contract, what are the parties entitled to under Articles 1190 and 1522?
HELD:

1st Issue: The Letter Agreement contained an indivisible obligation. The Letter Agreement contemplated
a "package deal". The intention of the parties is for there to be a single transaction covering all three (3)
units of the Minilab Equipment. Respondent's obligation was to deliver all products purchased under a
"package," and, in turn, petitioners' obligation was to pay for the total purchase price, payable in
installments.
If the intention of the parties were to have a divisible contract, then separate agreements could have been
made for each Minilab Equipment unit instead of covering all three in one package deal. The tenor of the
Letter Agreement indicated an intention for a single transaction. This intent must prevail even though the
articles involved are physically separable and capable of being paid for and delivered individually.
2nd Issue: With both parties opting for rescission of the contract under Article 1191, the Court of Appeals
correctly ordered for restitution. Rescission under Article 1191 has the effect of mutual restitution. Both
parties must be restored to their original situation as far as practicable, as if the contract was never
entered into. Petitioners must relinquish possession of the delivered Minilab Equipment unit and
accessories, while respondent must return the amount tendered by petitioners as partial payment for the
unit received.
When rescission is sought under Article 1191 of the Civil Code, it need not be judicially invoked because
the power to resolve is implied in reciprocal obligations. The resolution immediately produces legal effects
if the non-performing party does not question the resolution. Court intervention only becomes necessary
when the party who allegedly failed to comply with his or her obligation disputes the resolution of the
contract.
3. GAITE VS. FONACIER
G.R. No. L-11827
July 31, 1961
DOCTRINE: A contract of sale is normally commutative and onerous: not only does each of the parties
assume a correlative obligation, but each party anticipates performance by the other from the very start.
Although the obligation of one party can be lawfully subordinated to an uncertain event, so that the other
understands that he assumes the risk of receiving nothing for what he gives, it is not in the usual course
of business to do so; hence, the contingent character of the obligation must clearly appear.
Sale is essentially onerous, and if there is doubt whether the parties intended a suspensive condition or a
suspensive period for the payment of the agreed price, the doubt shall be settled in favor of the greatest
reciprocity of interests, which will obtain if the buyer's obligation is deemed to be actually existing, with
only its maturity postponed or deferred.
FACTS:
Gaite was appointed by Fonacier as attorney-in-fact to contract any party for the exploration and
development of mining claims. Gaite executed a deed of assignment in favor of a single proprietorship
owned by him. For some reasons, Fonacier revoked the agency, which was acceded to by Gaite, subject
to certain conditions, one of which being the transfer of ores extracted from the mineral claims for
P75,000, of which P10,000 has already been paid upon signing of the agreement and the balance to be
paid from the first letter of credit for the first local sale of the iron ores.
To secure payment, Fonacier delivered a surety agreement with Larap Mines and some of its stockholders,
and another one with Far Eastern Insurance. When the second surety agreement expired with no sale
being made on the ores, Gaite demanded the P65,000 balance. Defendants contended that the payment
was subject to the condition that the ores will be sold.
ISSUES:
(1) Whether the sale is conditional or one with a period
(2) Whether there were insufficient tons of ores
HELD:
1st Issue: The words of the contract express no contingency in the buyer's obligation to pay: "The balance
of Sixty-Five Thousand Pesos (P65,000) will be paid out of the first letter of credit covering the first
shipment of iron ore . . ." etc. There is no uncertainty that the payment will have to be made sooner or
later; what is undetermined is merely the exact date at which it will be made.
The shipment or local sale of the iron ore is not a condition precedent (or suspensive) to the payment of
the balance of P65,000.00, but was only a suspensive period or term. What characterizes a conditional
obligation is the fact that its efficacy or obligatory force (as distinguished from its demandability) is
subordinated to the happening of a future and uncertain event; so that if the suspensive condition does
not take place, the parties would stand as if the conditional obligation had never existed.
A contract of sale is normally commutative and onerous: not only does each one of the parties assume a
correlative obligation (the seller to deliver and transfer ownership of the thing sold and the buyer to pay
the price), but each party anticipates performance by the other from the very start. While in a sale the
obligation of one party can be lawfully subordinated to an uncertain event, so that the other understands
that he assumes the risk of receiving nothing for what he gives (as in the case of a sale of hopes or
expectations, emptio spei), it is not in the usual course of business to do so; hence, the contingent
character of the obligation must clearly appear. Nothing is found in the record to evidence that Gaite
desired or assumed to run the risk of losing his right over the ore without getting paid for it, or that
Fonacier understood that Gaite assumed any such risk. This is proved by the fact that Gaite insisted on a
bond a to guarantee payment of the P65k, and not only upon a bond by Fonacier, the Larap Mines &
Smelting Co., and the company's stockholders, but also on one by a surety company; and the fact that
appellants did put up such bonds indicates that they admitted the definite existence of their obligation to
pay the balance of P65k.
The appellant have forfeited the right court below that the appellants have forfeited the right to compel
Gaite to wait for the sale of the ore before receiving payment of the balance of P65,000.00, because of
their failure to renew the bond of the Far Eastern Surety Company or else replace it with an equivalent
guarantee. The expiration of the bonding company's undertaking on December 8, 1955 substantially
reduced the security of the vendor's rights as creditor for the unpaid P65,000.00, a security that Gaite
considered essential and upon which he had insisted when he executed the deed of sale of the ore to
Fonacier.

2nd Issue: The sale between the parties is a sale of a specific mass or iron ore because no provision was
made in their contract for the measuring or weighing of the ore sold in order to complete or perfect the
sale, nor was the price of P75,000,00 agreed upon by the parties based upon any such measurement. (See
Art. 1480, second par., New Civil Code). The subject matter of the sale is, therefore, a determinate object,
the mass, and not the actual number of units or tons contained therein, so that all that was required of
the seller Gaite was to deliver in good faith to his buyer all of the ore found in the mass, notwithstanding
that the quantity delivered is less than the amount estimated by them.

4. CELESTINO CO & CO. vs. CIR

G.R. No. L-8506
August 31, 1956
DOCTRINE: Contract for a piece-of-work. A factory which habitually makes sash, windows and doors, and
sells the goods to the public is a manufacturer. The fact that the windows and doors are made by it only
when customers place their orders and according to such form or combination as suit the fancy of the
purchasers does not alter the nature of the establishment.
FACTS: Celestino Co & Company is a duly registered general co-partnership doing business under the trade
name of “Oriental Sash Factory”. From 1946 to 1951 it paid percentage taxes of 7% on the gross receipts
of its sash, door and window factory, in accordance with sec. 186 of the NIRC which is a tax on the original
sales of articles by manufacturer, producer or importer. However, in 1952 it began to claim only 3% tax
under Sec. 191, which is a tax on sales of services. Petitioner claims that it does not manufacture ready-
made doors, sash and windows for the public, but only upon special orders from the customers, hence, it
is not engaged in manufacturing under Sec. 186, but only in sales of services covered by Sec 191.
Having failed to convince BIR, petitioner went to the Court of Tax Appeal where it also failed. CTA, in its
decision, holds that the “petitioner has chosen for its tradename and has offered itself to the public as a
“Factory”, which means it is out to do business, in its chosen lines on a big scale. As a general rule, sash
factories receive orders for doors and windows of special design only in particular cases but the bulk of
their sales is derived from a ready-made doors and windows of standard sizes for the average home. Even
if we were to believe petitioner’s claim that it does not manufacture ready-made sash, doors and windows
for the public and that it makes these articles only special order of its customers that does not make it a
contractor within the purview of section 191 of the national Internal Revenue Code. There are no less
than fifty occupations enumerated in the aforesaid section and after reading carefully each and every one
of them, we cannot find under which the business of manufacturing sash, doors and windows upon special
order of customers fall under the category” mentioned under Sec 191.
ISSUES:
WON the petitioner company provides special services or is engaged in manufacturing
HELD:
No. The important thing to remember is that Celestino Co & Company habitually makes sash, windows
and doors, as it has represented in its stationery and advertisements to the public. That it “manufactures”
the same is practically admitted by appellant itself. The fact that windows and doors are made by it only
when customers place their orders, does not alter the nature of the establishment, for it is obvious that
it only accepted such orders as called for the employment of such material-moulding, frames, panels-as it
ordinarily manufactured or was in a position habitually to manufacture.
The Oriental Sash Factory does nothing more than sell the goods that it mass-produces or habitually
makes; sash, panels, mouldings, frames, cutting them to such sizes and combining them in such forms as
its customers may desire. Appellant invokes Article 1467 of the New Civil Code to bolster its contention
that in filing orders for windows and doors according to specifications, it did not sell, but merely
contracted for particular pieces of work or “merely sold its services”.
In our opinion when this Factory accepts a job that requires the use of extraordinary or additional
equipment, or involves services not generally performed by it-it thereby contracts for a piece of work —
filing special orders within the meaning of Article 1467. The orders herein exhibited were not shown to
be special. They were merely orders for work — nothing is shown to call them special requiring
extraordinary service of the factory. The thought occurs to us that if, as alleged-all the work of appellant
is only to fill orders previously made, such orders should not be called special work, but regular work. The
Supreme Court affirms the assailed decision by the CTA.

5. CIR vs. ENGINEERING EQUIPMENT

G.R. No. L-27044
June 30, 1975
FACTS: Engineering Equipment and Supply Company is engaged in the design and installation of central
type air conditioning system, pumping plants and steel fabrications. Upon a letter from a certain Juan dela
Cruz denouncing the company for tax evasion and fraud in obtaining its dollar allocations, BIR, CB and NBI
conducted a raid and confiscated voluminous documents from the firm.
The Commissioner contends that Engineering is a manufacturer and seller of air conditioning units and
parts or accessories thereof and, therefore, it is subject to the 30% advance sales tax prescribed by Section
185(m) of the Tax Code, in relation to Section 194 of the same. Engineering claims that it is not a
manufacturer and setter of air-conditioning units and spare parts or accessories thereof subject to tax
under Section 185(m) of the Tax Code, but a contractor engaged in the design, supply and installation of
the central type of air-conditioning system subject to the 3% tax imposed by Section 191 of the same
Code, which is essentially a tax on the sale of services or labor of a contractor rather than on the sale of
articles subject to the tax referred to in Sections 184, 185 and 186 of the Code.
ISSUE:
WON Engineering is a manufacturer of air conditioning units under Section 185(m), supra, in relation to
Sections 183(b) and 194 of the Code, or a contractor under Section 191 of the same Code
HELD:
The distinction between a contract of sale and one for work, labor and materials is tested by the inquiry
whether the thing transferred is one not in existence and which never would have existed but for the
order of the party desiring to acquire it, or a thing which would have existed and has been the subject of
sale to some other persons even if the order had not been given. If the article ordered by the purchaser
is exactly such as the plaintiff makes and keeps on hand for sale to anyone, and no change or modification
of it is made at defendant's request, it is a contract of sale, even though it may be entirely made after,
and in consequence of, the defendants order for it.
The word "contractor" has come to be used with special reference to a person who, in the pursuit of the
independent business, undertakes to do a specific job or piece of work for other persons, using his own
means and methods without submitting himself to control as to the petty details. The true test of a
contractor would seem to be that he renders service in the course of an independent occupation,
representing the will of his employer only as to the result of his work, and not as to the means by which
it is accomplished.
Engineering, in a nutshell, fabricates, assembles, supplies and installs in the buildings of its various
customers the central type air conditioning system; prepares the plans and specifications therefor which
are distinct and different from each other; the air conditioning units and spare parts or accessories thereof
used by petitioner are not the window type of air conditioner which are manufactured, assembled and
produced locally for sale to the general market; and the imported air conditioning units and spare parts
or accessories thereof are supplied and installed by petitioner upon previous orders of its customers
conformably with their needs and requirements. The facts and circumstances aforequoted support the
theory that Engineering is a contractor rather than a manufacturer.

6. QUIROGA vs. PARSONS HARDWARE CO.

G.R. No. 11491
August 23, 1918
Agency to Sell
FACTS: On Jan 24, 1911, plaintiff and the respondent entered into a contract making the latter an “agent”
of the former. The contract stipulates that Don Andres Quiroga, here in petitioner, grants exclusive rights
to sell his beds in the Visayan region to J. Parsons. The contract only stipulates that J.Parsons should pay
Quiroga within 6 months upon the delivery of beds.
Quiroga files a case against Parsons for allegedly violating the following stipulations: not to sell the beds
at higher prices than those of the invoices; to have an open establishment in Iloilo; itself to conduct the
agency; to keep the beds on public exhibition, and to pay for the advertisement expenses for the same;
and to order the beds by the dozen and in no other manner. With the exception of the obligation on the
part of the defendant to order the beds by the dozen and in no other manner, none of the obligations
imputed to the defendant in the two causes of action are expressly set forth in the contract. But the
plaintiff alleged that the defendant was his agent for the sale of his beds in Iloilo, and that said obligations
are implied in a contract of commercial agency. The whole question, therefore, reduced itself to a
determination as to whether the defendant, by reason of the contract hereinbefore transcribed, was a
purchaser or an agent of the plaintiff for the sale of his beds.
ISSUE: WON the contract is a contract of agency or of sale
HELD:
The contract by and between the plaintiff and the defendant was one of purchase and sale.
In order to classify a contract, due attention must be given to its essential clauses. In the contract in
question, what was essential, as constituting its cause and subject matter, is that the plaintiff was to
furnish the defendant with the beds which the latter might order, at the price stipulated, and that the
defendant was to pay the price in the manner stipulated. Payment was to be made at the end of sixty
days, or before, at the plaintiff’s request, or in cash, if the defendant so preferred, and in these last two
cases an additional discount was to be allowed for prompt payment. These are precisely the essential
features of a contract of purchase and sale. There was the obligation on the part of the plaintiff to supply
the beds, and, on the part of the defendant, to pay their price. These features exclude the legal conception
of an agency or order to sell whereby the mandatory or agent received the thing to sell it, and does not
pay its price, but delivers to the principal the price he obtains from the sale of the thing to a third person,
and if he does not succeed in selling it, he returns it. By virtue of the contract between the plaintiff and
the defendant, the latter, on receiving the beds, was necessarily obliged to pay their price within the term
fixed, without any other consideration and regardless as to whether he had or had not sold the beds.
In respect to the defendant’s obligation to order by the dozen, the only one expressly imposed by the
contract, the effect of its breach would only entitle the plaintiff to disregard the orders which the
defendant might place under other conditions; but if the plaintiff consents to fill them, he waives his right
and cannot complain for having acted thus at his own free will.
For the foregoing reasons, we are of opinion that the contract by and between the plaintiff and the
defendant was one of purchase and sale, and that the obligations the breach of which is alleged as a cause
of action are not imposed upon the defendant, either by agreement or by law.

7. LO vs. KJS ECO-FORMWORK SYSTEM

G.R. No. 149420
October 8, 2003
FACTS: Respondent KJS Eco-Framework System is a corporation engaged in the sale of steel scaffoldings,
while petitioner Sonny Lo, doing business under the name of San’s Enterprises, is a building contractor. In
February 1990, petitioner ordered scaffolding equipment from the respondent amounting to P540,
425.80. He paid a down payment of P150,000 and the balance was to be paid in 10 monthly installments
However, Lo was only able to pay the first 2 monthly installments due to financial difficulties despite
demands from the respondent. In October 1990, petitioner and respondent executed a deed of
assignment whereby petitioner assigned to respondent his receivables of P335,462.14 from Jomero Realty
Corp. But when respondent tried to collect the said credit from Jomero Realty Corp, the latter refused to
honor the deed of assignment because it claimed that the petitioner was also indebted to it. As such, KJS
sent Lo a demand letter but the latter refused to pay, claiming that his obligation had been extinguished
when they executed the deed of assignment
Subsequently, respondent filed an action for recovery of sum of money against petitioner. Petitioner
argued that his obligation was extinguished with the execution of the deed of assignment of credit.
Respondent alleged that Jomero Realty Corp refused to honor the deed of assignment because it claimed
that the petitioner had outstanding indebtedness to it.
The trial court dismissed the complaint on the ground that the assignment of credit extinguished the
obligation. Upon appeal, CA reversed the trial court decision and held in favor of KJS. CA held that
a. Petitioner failed to comply with his warranty under the deed
b. The object of the deed did not exist at the time of the transaction, rendering it void under Art
1409 NCC
c. Petitioner violated the terms of the deed of assignment when he failed to execute and do all
acts necessary to effectually enable the respondent to recover the collectibles
ISSUE: WON the deed of assignment extinguished the petitioner’s obligation
HELD: No, the petitioner’s obligation was not extinguished with the execution of the deed of assignment.
An assignment of credit is an agreement by virtue of which the owner of a credit, known as the assignor,
by a legal cause, such as sale, dacion en pago, exchange or donation, and without the consent of the
debtor, transfers his credit and accessory rights to another, known as the assignee, who acquires the
power to enforce it to the same extent as the assignor could enforce it against the debtor.
In dacion en pago, as a special mode of payment, the debtor offers another thing to the creditor who
accepts it as equivalent of payment of an outstanding debt. In order that there be a valid dation in
payment, the following are the requisites: (1) There must be the performance of the prestation in lieu of
payment (animo solvendi) which may consist in the delivery of a corporeal thing or a real right or a credit
against the third person; (2) There must be some difference between the prestation due and that which
is given in substitution (aliud pro alio); (3) There must be an agreement between the creditor and debtor
that the obligation is immediately extinguished by reason of the performance of a prestation different
from that due. The undertaking really partakes in one sense of the nature of sale, that is, the creditor is
really buying the thing or property of the debtor, payment for which is to be charged against the debtor’s
debt. As such, the vendor in good faith shall be responsible, for the existence and legality of the credit at
the time of the sale but not for the solvency of the debtor, in specified circumstances.
Hence, it may well be that the assignment of credit, which is in the nature of a sale of personal property,
produced the effects of a dation in payment which may extinguish the obligation. However, as in any other
contract of sale, the vendor or assignor is bound by certain warranties. More specifically, the first
paragraph of Article 1628 of the Civil Code provides:
The vendor in good faith shall be responsible for the existence and legality of the credit at the time of the
sale, unless it should have been sold as doubtful; but not for the solvency of the debtor, unless it has been
so expressly stipulated or unless the insolvency was prior to the sale and of common knowledge.
From the above provision, petitioner, as vendor or assignor, is bound to warrant the existence and legality
of the credit at the time of the sale or assignment. When Jomero claimed that it was no longer indebted
to petitioner since the latter also had an unpaid obligation to it, it essentially meant that its obligation to
petitioner has been extinguished by compensation. In other words, respondent alleged the non-existence
of the credit and asserted its claim to petitioner’s warranty under the assignment. Therefore, it necessary
for the petitioner to make good its warranty and pay the obligation.
Furthermore, the petitioner breached his obligation under the Deed of Assignment, to execute and do all
such further acts and deeds as shall be reasonably necessary to effectually enable said ASSIGNEE to
recover whatever collectibles said ASSIGNOR has in accordance with the true intent and meaning of these
presents.
Indeed, by warranting the existence of the credit, petitioner should be deemed to have ensured the
performance thereof in case the same is later found to be inexistent. He should be held liable to pay to
respondent the amount of his indebtedness.

8. PARAGAS v. HEIRS OF DOMINADOR BALACANO

G.R. No. 168220
August 31, 2005
FACTS:
Gregorio Balacano, married to Lorenza, owned 2 parcels of land. He was already 81 years old, very weak,
could barely talk, and had been battling w/ liver disease for over a month. On his deathbed, barely a week
before he died, he allegedly signed a Deed of Absolute Sale over the lots in favor of the Paragas Spouses,
accompanied by Atty. De Guzman who proceeded to notarize the same, alleging that it was a mere
confirmation of a previous sale and that Gregorio had already paid a P 50,000.00 deposit. The Paragas’
driver was also there to take a picture of Gregorio signing the said deed, w/ a ballpen in his hand.
There was nothing to show that the contents of the deed were explained to Gregorio. Paragas then sold
a portion of the disputed lot to Catalino. The grandson of Gregorio, Domingo, sought to annul the sale
and partition. There was no sufficient evidence to support any prior agreement or partial execution
thereof.
ISSUE: WON Balacano is incapacitated to enter into a contract of sale
HELD: A person is not rendered incompetent merely because of old age; however, when such age has
impaired the mental faculties as to prevent a person from protecting his rights, then he is undeniably
incapacitated. He is clearly at a disadvantage, and the courts must be vigilant for his protection. In this
case,
Gregorio’s consent was clearly absent – hence the sale was null and void. The dubious circumstances raise
serious doubts on his capacity to render consent. Considering that the Paragas Spouses are not owners of
the said properties, it only follows that the subsequent sale thereof to Catalino – who was not in good
faith – is likewise void. Further, the lots pertained to the conjugal partnership – having been inherited by
Gregorio during his marriage to Lorenza. It cannot thus be sold w/o the latter’s consent.