VICENTE LIM v. CA, GR No.

118347, 1996-10-24
Facts:
Private respondent Liberty Luna is the owner of a piece of land located at the corner of G. Araneta
Avenue and Quezon Avenue in Quezon City.
On September 2, 1988 private respondent sold the land to petitioners Vicente and Michael Lim for
P3,547,600.00.
As prepared by petitioners' broker, Atty. Rustico Zapata of the Zapata Realty Company, the receipt
embodying the agreement[1]... read as follows:

3. The seller assumes full responsibility to eject the squatters/occupants within a period of sixty (60)
days from the date of receipt of the earnest money; and in case the seller shall fail in her
commitment to eject the squatters/occupants within said period, the seller shall... refund to the
buyer this sum of P200,000.00 [plus another sum of ONE HUNDRED THOUSAND (P100,000.00)
PESOS as liquidated damages];

Private respondent Luna failed to eject the squatters from the land despite her alleged efforts to do so.
On January 17, 1989, the parties met at the office of Edmundo Kaimo to negotiate a price increase to
facilitate the ejectment of the squatters.
After a few days, private respondent tried to return the earnest money alleging her failure to eject the
squatters.
She claimed that as a result of her failure to remove the squatters from the land, the contract of sale
ceased to exist and she no longer had the obligation... to sell and deliver her property to petitioners.
The appellate court described the sale in this case as a "contract with a conditional obligation" whereby
the private respondent's obligation to sell and deliver and the petitioners' obligation to... pay the balance of
the purchase price depended on the fulfillment of the condition that the squatters be removed within 60
days.
Issues:
The first question is whether as a result of private respondent's failure to eject the squatters from the land,
petitioners, as the Court of Appeals ruled, lost the right to demand that the land be sold to them.
Ruling:
We hold that they did not... and that the appellate court erred in holding otherwise. The agreement, as
quoted, shows a perfected contract of sale.
Indeed, the earnest money given is proof of the perfection of the contract. As Art. 1482 of the Civil Code
states, "Whenever earnest money is given in a contract of sale, it shall be considered as part of the price
and as proof of the perfection of the contract."
Private respondent Luna contends that as the condition of ejecting the squatters was not met, she no
longer has an obligation to proceed with the sale of her lot.
Private respondent fails to distinguish between a condition imposed... on the perfection of the contract
and a condition imposed on the performance of an obligation.
Failure to comply with the first condition results in the failure of a contract, while failure to comply with the
second condition only gives the other party the option either to... refuse to proceed with the sale or to
waive the condition.
In this case, there is already a perfected contract. The condition was imposed only on the performance of
the obligation.
Hence, petitioners have the right to choose whether to demand the return of P200,000.00 which they have
paid as earnest money or to proceed with... the sale. They have chosen to proceed with the sale and
private respondent cannot refuse to do so.
Principles:
Private respondent fails to distinguish between a condition imposed... on the perfection of the contract
and a condition imposed on the performance of an obligation. Failure to comply with the first condition
results in the failure of a contract, while failure to comply with the second condition only gives the other
party the option either to... refuse to proceed with the sale or to waive the condition.
In this case, there is already a perfected contract. The condition was imposed only on the performance of
the obligation. Hence, petitioners have the right to choose whether to demand the return of P200,000.00
which they have paid as earnest money or to proceed with... the sale. They have chosen to proceed with
the sale and private respondent cannot refuse to do so.

Romero vs. CA
G.R. No. 107207, November 23, 1995

FACTS:

Petitioner Virgilio Romero a civil engineer together with his foreign partners wants to put up a Central Warehouse in
Metro Manila. Alfonso Flores and his wife accompanied by a broker, offered a parcel of land measuring 1,952
square meters, owned by the private respondent Enriqueta Chua vda. De Ongsiong. The two entered into a
“Conditional deed of Sale”. The petitioner paid in advance in the sum of P50,000.00 for the eviction of squatters.
Although successful, private respondent sought the return of the advance payment she received because she could
not get rid of the squatters.

ISSUE:

1. May the vendor demand the rescission of a contract of sale of a parcel of land for a cause traceable to his own
failure to evict the squatters?
2. Is the condition of the contract valid?

RULING:

A perfected contract of sale may either be absolute or conditional depending on whether the agreement is devoid of,
or subject to, any condition imposed on the passing of title of the thing to be conveyed or on the obligation of a party
thereto. When ownership is retained until the fulfillment of a positive condition the breach of the condition will simply
prevent the duty to convey title from acquiring an obligatory force. If the condition is imposed upon the obligation of
a party thereto when ownership is retained until the fulfillment of a positive condition will simply prevent the duty to
convey title from acquiring an obligatory force. If the condition is imposed on an obligation of a party which is not
complied with the other party may either refuse to proceed or waive said condition. Where, of course, the condition
is imposed upon the perfection of the contract itself, the failure of such condition would prevent the juridical relation
itself from coming into existence. The right of resolution of a party to an obligation is predicted on a breach of faith
by the other party that violates the reciprocity between them. It is private respondent who has failed in her obligation
under the contract. Petitioner did not breach the agreement. He has agreed, in fact, to shoulder the expense of the
execution of the judgment in the ejectment case and to make arrangements with the sherriff to effect such
execution.

imketkai Sons Milling vs CA & BPI (1995

& 1996)
FACTS:

Philippine Remnants was the owner of a piece of land which it then entrusted to BPI. Pedro Revilla was
authorized by BPI to sell the lot for PHP1000/sqm. Revilla contacted Alfonso Lim who agreed to buy the land.
Alfonso Lim and Albino Limketkai went to BPI and were entertained by VP Albano and Asst. VP Aromin. BPI
set the price at 1,100 while Limketkai haggled to 900. They subsequently agreed on Php1,000 on cash basis.
Alfonso Lim asked if it was possible to pay on terms and BPI officials said there was no harm in trying to ask
for payment in terms but if disapproved, the price would have to be paid in cash. Limketkai paid the initial 10%
with the remaining 90% to follow. Two or three days later, Alfonso Lim found out that their offer had been
frozen and then went to BPI to tender full payment of 33M to Albano but was refused by both Albano & Bona.

Issue:

W/N there was a perfected contract of sale

Held:

1995 decision

–> Perfection of the contract took place when Aromin and Albano, acting for BPI, agreed to sell and Alfonso
Lim & Albino Limketkai, agreed to buy the lot at Php1000/sqm. A consensual contract is perfected upon mere
meeting of the minds and although the deed of sale had yet to be notarized, it does not mean that no contract
was perfected.

1996 decision

—> Consent is manifested by the meeting of the offer and acceptance upon the thing, and the cause which are
to constitute the contract. The offer must be certain and aceptance absolute. Limketkai’s acceptance was
qualified and therefore, was actually a counter offer.

LCANTARA-DAUS v. SPOUSES DE LEON

G.R. No. 149750 June 16, 2003

FACTS:
Spouses De Leon are the owners of a parcel of land situated in the Municipality of San Manuel,
Pangasinan with an area of Four Thousand Two Hundred Twelve square meters more or less. Respondent
Hermoso De Leon inherited the said lot from his father Marcelino De Leon by virtue of a Deed of Extra-Judicial
Partition. Said lot is covered by Original Certificate of Title No. 22134 of the Land Records of Pangasinan.

Sometime 1960s, Spouses De Leon engaged the services of the late Atty. Florencio Juan to take care of the
documents of their properties. They were asked to sign voluminous documents by the latter. After the death
of Atty. Juan, some documents surfaced and most revealed that their properties had been conveyed by sale or
quitclaim to Hermoso’s brothers and sisters, to Atty. Juan and his sisters, when in truth and in fact, no such
conveyances were ever intended by them. Furthermore, respondent found out that his signature in the Deed of
Extra-judicial Partition with Quitclaim made in favor of Rodolfo de Leon was forged. They discovered that the
land in question was sold by Rodolfo de Leon to Aurora Alcantara

Spouses De Leon demanded the annulment of the document and re-conveyance but defendants refused.
Petitioner, Aurora Alcantara-Daus averred that she bought the land in question in good faith and for value on
December 1975 and that she has been in continuous, public, peaceful, open possession over the same and
has been appropriating the produce thereof without objection from anyone.

The RTC of Urdaneta, Pangasinan rendered its Decision in favor of herein petitioner. It ruled that respondents’
claim was barred by laches, because more than 18 years had passed since the land was sold. It further ruled
that since it was a notarial document, the Deed of Extrajudicial Partition in favor of Rodolfo de Leon was
presumptively authentic.

ISSUES:

Whether or not the Deed of Absolute executed by Rodolfo De Leon over the land in question in favor of
petitioner was perfected and binding upon the parties therein?

Whether or not the evidentiary weight of the Deed of Extrajudicial Partition with Quitclaim, executed by
respondent Hermoso de Leon, Perlita de Leon and Carlota de Leon in favor of Rodolfo de Leon was overcome
by more than a preponderance of evidence of respondents?

HELD:

First Issue:
NO. It is during the delivery that the law requires the seller to have the right to transfer ownership of the thing
sold. In general, a perfected contract of sale cannot be challenged on the ground of the seller’s non-ownership
of the thing sold at the time of the perfection of the contract.
Further, even after the contract of sale has been perfected between the parties, its consummation by delivery
is yet another matter. It is through tradition or delivery that the buyer acquires the real right of ownership over
the thing sold.
Undisputed is the fact that at the time of the sale, Rodolfo De Leon was not the owner of the land he delivered
to petitioner. Thus, the consummation of the contract and the consequent transfer of ownership would depend
on whether he subsequently acquired ownership of the land in accordance with Article 1434 of the Civil
Code. Therefore, we need to resolve the issue of the authenticity and the due execution of the Extrajudicial
Partition and Quitclaim in his favor.

Second Issue:
NO. As a general rule, the due execution and authenticity of a document must be reasonably established
before it may be admitted in evidence. Notarial documents, however, may be presented in evidence without
further proof of their authenticity, since the certificate of acknowledgment is prima facie evidence of the
execution of the instrument or document involved. To contradict facts in a notarial document and the
presumption of regularity in its favor, the evidence must be clear, convincing and more than merely
preponderant.

The CA ruled that the signature of Hermoso De Leon on the Extrajudicial Partition and Quitclaim was
forged. However, this factual finding is in conflict with that of the RTC. While normally this Court does not
review factual issues, this rule does not apply when there is a conflict between the holdings of the CA and
those of the trial court, as in the present case.

After poring over the records, the SC finds no reason to reverse the factual finding of the appellate court. A
comparison of the genuine signatures of Hermoso De Leon with his purported signature on the Deed of
Extrajudicial Partition with Quitclaim will readily reveal that the latter is a forgery. As aptly held by the CA, such
variance cannot be attributed to the age or the mechanical acts of the person signing.

TEN FORTY REALTY V. CRUZ| PanganibanG.R. No. 151212 | September 10, 2003

Jun 28
FACTS:

• Petitioner filed an ejectment complaint against Marina Cruz(respondent) before the MTC. Petitioner alleges that the land indispute
was purchased from Barbara Galino on December 1996, andthat said land was again sold to respondent on April 1998;

• On the other hand, respondent answer with counterclaim that never was there an occasion when petitioner occupied a portion of the
premises. In addition, respondent alleges that said land was a public land (respondent filed a miscellaneous sales application with the
Community Environment and Natural Resources Office) and the action for ejectment cannot succeed where it appears that respondent
had been in possession of the property prior to the petitioner;

• On October 2000, MTC ordered respondent to vacate the land and surrender to petitioner possession thereof. On appeal, the RTC
reversed the decision. CA sustained the trial court’s decision.

ISSUE/S:

Whether or not petitioner should be declared the rightful owner of the property.

HELD:

No. Respondent is the true owner of the land.1) The action filed by the petitioner, which was an action for “unlawful detainer”, is
improper. As the bare allegation of petitioner’s tolerance of respondent’s occupation of the premises has not been proven, the
possession should be deemed illegal from the beginning. Thus, the CA correctly ruled that the ejectment case should have been for
forcible entry. However, the action had already prescribed because the complaint was filed on May 12, 1999 – a month after the last
day forfiling;2) The subject property had not been delivered to petitioner; hence, it did not acquire possession either materially or
symbolically. As between the two buyers, therefore, respondent was first in actual possession of the property.

As regards the question of whether there was good faith in the second buyer. Petitioner has not proven that respondent was aware that
her mode of acquiring the property was defective at the time she acquired it from Galino. At the time, the property — which was
public land –had not been registered in the name of Galino; thus, respondent relied on the tax declarations thereon. As shown, the
former’s name appeared on the tax declarations for the property until its sale to the latter in 1998. Galino was in fact occupying the
realty when respondent took over possession. Thus, there was no circumstance that could have placed the latter upon inquiry or
required her to further investigate petitioner’s right of ownership.

DOCTRINE/S:

Execution of Deed of Sale; Not sufficient as delivery. Ownership is transferred not by contract but by tradition or delivery. Nowhere
in the Civil Code is it provided that the execution of a Deed of Sale is a conclusive presumption of delivery of possession of a piece
of real estate. The execution of a public instrument gives rise only to a prima facie presumption of delivery. Such presumption is
destroyed when the delivery is not effected, because of a legal impediment. Such constructive or symbolic delivery, being merely
presumptive, was deemed negated by the failure of the vendee to take actual possession of the land sold. Disqualification from
Ownership of Alienable Public Land.

Private corporations are disqualified from acquiring lands of the public domain, as provided under Section 3 of Article XII of the
Constitution. While corporations cannot acquire land of the public domain, they can however acquire private land. However,
petitioner has not presented proof that, at the time it purchased the property from Galino, the property had ceased to be of the public
domain and was already private land. The established rule is that alienable and disposable land of the public domain held and occupied
by a possessor — personally or through predecessors-in-interest, openly, continuously, and exclusively for 30 years — is ipso jure
converted to private property by the mere lapse of time.

RULING:

The Supreme Court DENIED the petition.

G.R. No. 96191. March 4, 1991.]

PAN PACIFIC INDUSTRIAL SALES, CO., INC., Petitioner, v. THE NATIONAL LABOR RELATIONS COMMISSION
(THIRD DIVISION), and ESTEBAN C. COMILANG, SR., as substituted by ILUMINADA COMILANG, Respondents.

Senen S. Burgos for Petitioner.

Cabato Law Office for Private Respondent.

SYLLABUS

1. REMEDIAL LAW; EVIDENCE; FINDINGS OF FACTS OF THE NLRC, GENERALLY NOT DISTURBED ON APPEAL. — There is no
justification to disturb the findings of the NLRC that the private respondent had not been paid the 13th month pay, ECOLA,
separation pay and sales commissions. Questions of fact are not reviewable by this Court in the absence of a showing that
they were arbitrarily resolved by the court or board below. We see no such showing here.

2. ID.; SPECIAL CIVIL ACTION; CERTIORARI; ISSUES CONFINED TO JURISDICTION OR GRAVE ABUSE OF DISCRETION. —
Our original and exclusive jurisdiction to review a decision of public respondent, in a petition for certiorari under Rule 65 of
the Rules of Court, nonetheless does not normally include the correctness of its evaluation of the evidence but confined to
issues of jurisdiction or grave abuse of discretion. It is thus incumbent upon petitioners to satisfactorily establish that
respondent commission acted capriciously and whimsically, in total disregard of evidence material to or even decisive of the
controversy, in order that the extraordinary writ of certiorari will lie. (Sajones v. NLRC, 183 SCRA 182)

DECISION

The main issue raised in the petition is whether or not an employer-employee relationship existed between the petitioner and
the private Respondent.

Esteban C. Comilang, Sr. (hereinafter referred to as the private respondent) was hired as a "Safety Consultant" by petitioner
Pan Pacific Industrial Sales Co., Inc. on September 1, 1975. He worked with the company until November 1981, when his
services were terminated by petitioner on the ground of "depressed market condition resulting in low sales yield." cralaw vi rtua 1aw lib rary

On February 16, 1982, he filed a complaint for illegal dismissal, non-payment of 13th month pay, ECOLA, and one percent
sales commission for the period beginning September 1, 1975, to November 30, 1981. The petitioner resisted his claim,
alleging he was merely a retained consultant.

During the initial hearing of the case, he suffered a massive heart attack and died after two hours. He was substituted as
complainant by his wife, Iluminada Comilang, on June 24, 1982.

On February 23, 1988, Labor Arbiter Amado T. Adquilen rendered a decision ordering the petitioner to pay the complainant
13th month pay, ECOLA, unpaid sales commissions for three years, separation pay and attorney’s fees, for a total amount of
P210,211.55. 1

The petitioner appealed to the NLRC, which in its resolution dated August 27, 1970, upheld the Labor Arbiter. 2 Its motion for
reconsideration having been denied, the petitioner filed the present recourse.

On December 10, 1990, we issued a temporary restraining order against the enforcement of the assailed resolution.

The petitioner denies that the private respondent was its employee because: cha nrob 1es vi rtua l 1aw lib rary

1. He was the safety consultant not only of the petitioner but of several other mining firms as well.

2. He had no work itinerary or fixed office hours.

3. He was not under the control of any officer of the petitioner.

The petitioner’s posture is not acceptable.

It is hoist with its own petard. In its letter of September 1, 1975, addressed to the private respondent and signed by its Vice-
President, Ibarra Magpantay, it said: chan rob1es v irt ual 1aw l ibra ry
We are pleased to inform you that your offer to act as Safety Consultant of our company has been accepted effective 1st
September 1975 for a trial period of six (6) months subject to renewal by mutual consent.

You will coordinate with the undersigned and/or Mr. Pat Rebueno, Marketing Manager, to assist attaining PANPISCO’s
objective of the prevention of accidents causing human suffering and needless loss of life in industries, as such prevention
may be achieved by recommending the correct safety equipment bearing in mind that we are the exclusive agent of
"Protector" safety products; and to lend assistance to and cooperate with the sales representatives in all matters connected
with safety.

Your compensation is P400.00 per month plus 1% commission on sales of Protector Safety Products to customers which will
be assigned to you. (Emphasis supplied)

This appointment was renewed in a letter dated January 24, 1977, where the petitioner, again through its Vice-President,
wrote the private respondent: chan rob1es v irt ual 1aw l ibra ry

I am happy to confirm our desire to revive our past agreement with you to act as Consultant for PANPISCO effective January,
1977 until terminated at the option of either party, giving a 30-day advice of termination.

During the lifetime of this agreement you will —

1. Coordinate with the undersigned and/or Mr. Pat Rebueno, Marketing Manager, and work with Mr. Guillermo Guerzon, Sales
Representative to assist in achieving PANPISCO’s objective of giving service to customers in order to obtain the maximum
sales production possible.

2. Cover the area from Benguet and Nueva Viscaya to the northernmost part of Luzon.

3. In consideration for your efforts to help in the promotion and sales of all PANPISCO’s products, you will be compensated
Four Hundred and Fifty Pesos (P450.00) monthly. In addition you will receive a commission of 1% of total sales in your area
up to P40,000.00 or a commission of 2% of total sales in your area over P40,000.00.

The foregoing stipulations clearly show that the private respondent was employed by the petitioner as part of its sales force.
The title "Safety Consultant" was a euphemism because his real work was to recommend and sell the "Protector" safety
products under the exclusive distributorship of the petitioner. The circumstance that he had no fixed hours was consistent
with his duties as a salesman that required him to go out in the field and meet with prospective customers. In fact, he was
assigned to a specific and vast area, "from Benguet and Nueva Vizcaya to the northernmost part of Luzon," that he was
supposed to cover in the promotion of the products. chanroble s virtual lawlib rary

Even so, it should be noted that he was still obliged to coordinate with the petitioner’s vice-president and/or marketing
manager and work with its sales representative.

As respondent NLRC observed correctly: c han rob1es v irt ual 1aw l ibra ry

. . ., the terms of the Agreement between the parties clearly indicate that complainant was hired not as a consultant, but as
a sales representative. Consultants are normally hired by companies to render service to them and not to their clients, as in
the instant case. The execution of the Agreement is very incriminating against respondent of its desire to eventually
circumvent the laws on compliance with labor standards on security of tenure. It is of public notice that salesmen,
complainant also categorized as such, are usually paid on commission basis, with or without a guaranteed monthly salary.
This explains why complainant was only paid a minimal monthly salary.

The imputed motive also explains the provision for the termination of the agreement "at the option of either party" on thirty
day’s notice. This was intended to convey the impression that the private respondent was not a regular employee of the
petitioner and therefore not entitled to the protection of the labor laws.

The petitioner asserts that the private respondent was a safety consultant also for several mining firms but has not shown
that this engagement was prohibited by, or inconsistent with, his employment with it as a salesman. Far from being
incompatible, his connections with big mining firms requiring safety products could in fact have been the principal reason for
his recruitment by the petitioner as a member of its own sales force. The importance of this arrangement could not have
been lost on the petitioner when it imposed on the private respondent the responsibility of "recommending the correct safety
equipment (especially to the mining firms with which he was connected), bearing in mind that we are the exclusive agent of
`Protector’ safety products." chanro bles vi rtua l lawli bra ry

We also agree with the NLRC that the private respondent was illegally dismissed because: chanrob 1es vi rtual 1aw lib rary

Firstly, he was entitled to his security of tenure guaranteed by the Constitution and statutory laws. The alleged grounds for
his discharge was not supported by evidence in record. There was not even an application or notice of retrenchment filed
with the Department of Labor and Employment to prove serious business losses or financial reverses. Article 278 mandates
that in termination cases, the burden of proof rests on the employer. Consequently, where the employer fails to prove that
the dismissal is for a just or valid or authorized cause allowed by law, it means that the discharge is not justified and the
employee is entitled to the mandate of Article 280.

There is no justification to disturb the findings of the NLRC that the private respondent had not been paid the 13th month
pay, ECOLA, separation pay and sales commissions. Questions of fact are not reviewable by this Court in the absence of a
showing that they were arbitrarily resolved by the court or board below. We see no such showing here.

As we said in Oreta and Co., Inc. v. NLRC. 3

. . .. Well-established is the principle that findings of administrative agencies which have acquired expertise because their
jurisdiction is confined to specific matters are generally accorded not only respect but even finality. Judicial review by this
Court on labor cases does not go so far as to evaluate the sufficiency of the evidence upon which the labor officer or office
based his or its determination but are limited to issues of jurisdiction and grave abuse of discretion.

It is also worth recalling that in the recent case of Sajonas v. NLRC, 4 this Court reaffirmed the following consistent rule: cha nrob 1es vi rtua l 1aw lib rary
Our original and exclusive jurisdiction to review a decision of public respondent, in a petition for certiorariunder Rule 65 of
the Rules of Court, nonetheless does not normally include the correctness of its evaluation of the evidence but confined to
issues of jurisdiction or grave abuse of discretion. It is thus incumbent upon petitioners to satisfactorily establish that
respondent commission acted capriciously and whimsically, in total disregard of evidence material to or even decisive of the
controversy, in order that the extraordinary writ of certiorari will lie.

The petitioner has failed to show that the public respondent has committed grave abuse of discretion or acted in excess of
jurisdiction in granting the relief prayed for by the petitioner. On the contrary, it is clear that the assailed resolution is
supported by the evidence of record and is conformable to the applicable law and jurisprudence. chan rob les vi rtual lawlib rary

WHEREFORE, the petition is DISMISSED, and the temporary restraining order dated December 10, 1990, is LIFTED, with
costs against the petitioner. It is so ordered.

Facts:
Respondent Mapalad was the registered owner of 4 parcels of land located along RoxasBoulevard, Baclaran, Paranaque. On March 21, 1986,
shortly after EDSA revolution, JoseCampos executed an affidavit admitting that Mapalad was one of the companies held in trustfor former
President Marcos. Campos turned over, all assets, properties, records anddocuments pertaining to Mapalad to the new administration led by
President Corazon Aquino.PCSS issued writs of sequestration for Mapalad and all its properties. Rolando Josef, appointedVice
President/Treasurer and GM of Mapalad, discovered for that there was 4 TCTs missing.
Josef inquired about it and discovered FelicitoManalili, Mapalad‘s former director and general
manager took them. On November 16, 1992, Nordelak Development Corporation filed a notice of adverse claim over the subject properties
based on deed of sale purportedly executed byMiguel Magsaysay in his capacity as President and board chairman of Mapalad. A.
MagsaysayInc., a corporation controlled by Miguel Magsaysay, acquired ownership of all the shares ofstock of Mapalad however was
terminated after selling all his shares to Novo Properties onDecember 3, 1982. Mapalad commenced the present action for annulment of deed
of sale andreconveyance of title with damages against Nordelak. During the pendency of the case,Nordelak sold the subject property to a certain
Manuel Luis Sanchez, now petitioner.
Issue:
Whether or not there is a valid sale between Mapalad and Nordelak?
Held:
No. By the contract of sale, one of the contracting parties obligates himself to transfer ownershipof and to deliver a determinate thing and the
other party to pay therefor a price certain in moneyor its equivalent.The essential requisites of a valid contract of sale
are:(1) Consent of the contracting parties by virtue of which the vendor obligates himself totransfer ownership of and to deliver a determinate
thing, and the vendee obligates himself topay therefor a price certain in money or its
equivalent.(2) Object certain which is the subject matter of the contract. The object must be licitand at the same time
determinate or, at least, capable of being made determinate without thenecessity of a new or further agreement between the parties

Romulo A. Coronel, et al vs. The Court of Appeals, et al

G.R. No. 103577 (October 7, 1996)
FACTS:
Coronel et al. consummated the sale of his property located in Quezon City to respondent Alcaraz. Since the title of
the property was still in the name of the deceased father of the Coronels, they agreed to transfer its title to their
name upon payment of the down payment and thereafter an absolute deed of sale will be executed.

Alcaraz’s mother paid the down payment in behalf of her daughter and as such, Coronel made the transfer of title to
their name. Notwithstanding this fact, Coronel sold the property to petitioner Mabanag and rescinded its prior
contract with Alcaraz.

ISSUE:

Whether or not the contract between the petitioner and the respondent was a contract to sell subject to a suspensive
condition.

RULING:

No. The agreement could not have been a contract to sell because the sellers herein made no express reservation
of ownership or title to the subject parcel of land. Unlike in a contract to sell, petitioners in the case at bar did not
merely promise to sell the property to private respondent upon the fulfillment of the suspensive condition. On the
contrary, having already agreed to sell the subject property, they undertook to have the certificate of title change to
their names and immediately thereafter, to execute the written deed of absolute sale.

Article 1475, in correlation with Article 1181, both of the Civil Code, plainly applies to the case.

Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the
object of the contract and upon the price.
From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing
the form of contracts.

Art. 1181. In conditional obligations, the acquisition of rights, as well as the extinguishment or loss of those already
acquired, shall depend upon the happening of the event which constitutes the condition.

What is clearly established by the plain language of the subject document is that when the said Receipt of Down
Payment was prepared and signed by petitioners, the parties had agreed to a conditional contract of sale,
consummation of which is subject only to the successful transfer of the certificate of title from the name of petitioners
father to their names. In fact, the Court significantly notes that this suspensive condition was fulfilled. Thus, the
conditional contract of sale between petitioners and private respondent became obligatory, the only act required for
the consummation thereof being the delivery of the property by means of the execution of the deed of absolute sale
in a public instrument.

What may be perceived from the respective undertakings of the parties to the contract is that petitioners had already
agreed to sell the house and lot they inherited from their father, completely willing to transfer ownership of the
subject house and lot to the buyer if the documents were then in order. It just so happened, however, that the
transfer certificate of title was then still in the name of their father.

CORONEL V. CA (October 07, 1996)

FACTS:

Coronel et al. consummated the sale of his property located in Quezon City to respondent Alcaraz. Since the title of the
property was still in the name of the deceased father of the Coronels, they agreed to transfer its title to their name upon
payment of the down payment of 50K. and thereafter an absolute deed of sale will be executed.

Alcaraz’s mother paid the down payment in behalf of her daughter and as such, Coronel made the transfer of title to their
name. Notwithstanding this fact, Coronel sold the property to petitioner Mabanag and rescinded its prior contract with
Alcaraz.

ISSUE:

WON the rescission of the first contract between Coronel and Alcaraz is valid.

HELD:

The case is a contract of sale subject to a suspensive condition in which consummation is subject only to the successful
transfer of the certificate of title from the name of petitioners' father, to their names. Thus, the contract of sale became
obligatory.

With regard to double sale, the rule that the first in time, stronger in right should apply. The contention of the petitioner that
she was a buyer in good faith because the notice of lis pendens in the title was annotated after she bought the property is
of no merit. In case of double sale, what finds relevance and materiality is not whether or not the second buyer was a
buyer in good faith but whether or not said second buyer registers such second sale in good faith, that is, without
knowledge of any defect in the title of the property sold.

The ruling should be in favor of Alcaraz because Mabanag registered the property two months after the notice of lis
pendens was annotated in the title and hence, she cannot be a buyer in good fait