Leal v.

IAC
G.R. No. 65425 Nov. 5, 1987 Sarmiento Reynes
plaintiff Irineo Leal et al.
defendant Intermediate Appellate Court, Vicente Santiago
summary Santiago and Leal entered into a Contract of Sale over three parcels of land. The contract
provided that “[i]n case of sale, they shall not sell to others these three lots but only to the
seller Vicente Santiago, or to his heirs or successors for the same price of P5,600.00, when
the latter shall be able to pay it.”

The Court held that there was no right of repurchase granted to the vendor. Even
assuming that there was such a right, the same may only be exercised four years from the
execution of the contract.

facts of the case

1. [Mar. 21, 1941] Vicente Santiago and his brother Luis Santiago executed a Compraventa in favor of Cirilo
Leal (the deceased father of petitioners) involving three parcels of land.
a. The document contained the stipulation in ¶ (b): “In case of sale, they shall not sell to others
these three lots but only to the seller Vicente Santiago, or to his heirs or successors for the same
price of P5,600.00, when the latter shall be able to pay it.”
b. [Dec. 10, 1959] Cirilo died and the lands were inherited by his six children.
c. [Sometime before agricultural year 1966 – 1967] Vicente Santiago approached the petitioners
and offered to repurchase the lands. Petitioners refused the offer.
2. [Aug. 2, 1967] Vicente instituted a complaint for specific performance before the QC CFI.
3. The CFI dismissed the complaint on the ground of prematurity, considering that there was yet no sale
or alienation equivalent to sale.
4. The CA (4th Div.) through Justice Paras (“PARAS ponencia”) affirmed the CFI. The CA found that there
was doubt as regards the validity of the resolutory condition prohibiting the buyer from selling the lots
to persons other than the seller.
a. Petitioners filed a motion to amend the dispositive portion to include an order for cancellation
of the annotations at the back of the TCTs issued in their favor. Vicente filed a timely motion for
reconsideration and an opposition to the motion to amend.
5. The IAC1 through Justice Sison (“SISON ponencia”) reversed the PARAS ponencia.

Issue/held/ratio
W/N under ¶ (b) of the Compraventa, a right of repurchase in favor of Vicente exists — NO, there is no right
of repurchase.
 There was no express or implied grant of a right of repurchase, nor can it inferred from any word or
words in ¶ (b) that such right existed.
o The phrase “in case of sale” means “should the buyers wish to sell” and not “the buyers should
sell,” which is a contorted construction.
o ¶ (b) is patent and unambiguous, hence it must not be given another interpretation.
 Even assuming that a right of repurchase is granted, the same had already prescribed.
o The right to redeem or repurchase, in the absence of an express agreement as to time, shall last
four years from the date of the contract. Thus, such right, if it existed, should have been
exercised within four years from Mar. 21, 1941, or at the latest in 1945.

PARAS ponencia REINSTATED.

1
The CA was abolished and the IAC was established when the case was reassigned to the 4 th Civil Cases Division.
1