LUIS ASIAIN, plaintiff and appellant, vs.
BENJAMIN JALANDONI, ⇒ Sale of land can either be of a specific quantity such as a sale by acre or of
defendant and appellee [1923]
⇒ Asiain owns Hacienda Maria in La Carlota, Occidental Negros (106 hec)
⇒ Jalandoni owns another hacienda adjoining Asiain’s.
⇒ Asiain told Jalandoni that he was willing to sell part of his hacienda for
P55k. He claimed that it was between 25-30 hec and can produce not less
than 2k piculs of sugar. Jalandoni was doubtful so Asiain wrote him a letter
making the same manifestations plus a claim that if the sugar doesn’t
amount to 2k piculs, he’ll pay in sugar all such amount necessary to
complete 2k. In the event that there is an excess, such will be Asiain’s.
⇒ Two parties signed an MOA w/the following terms in addition to the
aforementioned terms:
1. P55k will be paid in the following manner: P30k at the signing of the
document then P25k w/in 1 yr w/10% interest rate.
2. Asiain will take care of the all the plantation until the planting is
finished. Expenses incurred during this period will be for the account of
the vendor.
3. Buyer will answer for all the rights & obligations of the land w/the
Central of Inchausti.
4. After planting, Asiain will vacate the land sold to Jalandoni.
⇒ Despite the MOA, Jalandoni was still doubtful. Thus, they executed another
agreement w/the ff terms:
1. Upon signing of the agreement, vendor shall have the rt to collect from
the purchaser part of the price giving receipts therefore signed by the
vendor.
2. If the vendor w/draws from the contract & desists form signing the
document of final sale, purchaser shall have the rt to collect all amount
as may have been advanced on account of the sale w/an indemnity of
P15k as penalty.
3. If the buyer w/draws, he will lose all amount advanced.
⇒ Once he had possession of the land, Jalandoni had the sugar cane ground
& it only produced 800k piculs & 23 cates of centrifugal sugar. He had the
land surveyed & learned that it was only 18 hec, 54 ares & 22 centiares. By
then, he had already paid P30k.
⇒ Asiain then instituted an action to recover the P25k balance from Jalandoni
or to obtain the certificate of title & rent from him.
⇒ Jalandoni’s answer: annul the contract, return whatever they have received
& asked for damages from vendor amounting to P3,600 annually.
⇒ CFI: document was null; Jalandoni absolved; Asiain to return P30k w/legal
interest; Jalandoni to return the land & its certificate of title; Asiain absolved
from the counter-complaint.
Issue & Ratio: WON Jalandoni should be granted relief. – YES.
a specific tract by name/description w/c is usually called a sale in gross.
The sale in this case, falls under the second type.
⇒ Legal basis – CC Art. 1471: in the sale of real estate for a lump sum (not of
a specified price for each unit/measure), there shall be no
increase/decrease of the price even if the area be found to be more or less
than that stated in the contract. Rule is applicable when 2 or more estates
are sold for a single price. If the area of the estate is designated in the
contract, vendor is obliged to deliver all that is included w/in the boundaries,
even if it exceeds the area specified in the contract. Should he not be able
to do so, he shall suffer a reduction of the price in proportion to what is
lacking of the area, unless the contract be annulled by reason of the
vendee’s refusal to accept anything other than that w/c was stipulated.
⇒ Manresa’s commentary: Vendor’s bound to deliver all that is w/in the
boundaries stated in the contract, otherwise, buyer shall have the rt to
reduce the price proportionately to what is lacking of the area/no., or
rescind the contract at his option. On the other hand, if the area sold is
more than that expressed in the title deeds, vendor can’t claim anything, he
loses the value of that excess. This is erroneous & anomalous according to
the commentary.
⇒ Goyena vs. Tambunting: an agreement to purchase a certain specified lot of
land at a certain specified price is obligatory & enforceable regardless of the
fact that its area is less than that mentioned in the contract.
⇒ American authorities:
a. Sale of a particular tract, or designated lot/parcel, by name/description,
for a sum in gross w/a bonafide transaction, mutual mistake as to
quantity, but not as to boundaries, will not generally entitle the buyer to
compensation & is not a ground for rescission. If the difference
between the real & represented quantity is great w/both parties acting
under a mistake & such mistake is so material that if the parties knew
the truth, the sale would not have been made, then the court of equity
should correct such and grant relief.
b. Gross mistake as to quantity, w/o fraud or culpable negligence on the
complaining party or w/o impairing the equity resulting from the
mistake, entitles relief from the technical/legal effect of the contract,
whether executed or only executory. As a general rule, no relief will be
granted when the parties intended a contract of hazard (ex. Sale in
gross & not by quantity). It has been held that a vendor’s mistake WRT
the area/dimension of a lot inducing sale at a smaller price than he
would’ve asked had he known its real size, not in any way
occasioned/concealed by the buyer’s conduct, constitutes no ground
for rescission. Each case must depend on its own circumstances
considering the conduct of the parties, value, extent & locality of the
land, date of the contract, price & other nameless circumstances.
c. Sales in gross for the purpose of equitable relief may be divided into
the ff classifications: (1 & 2 can’t be modified where there’s no fraud,
 while unreasonable surplus/deficit in 3 & 4 may entitle the injured party
to equitable relief, unless equity was waived/forfeited.)
1. by the tract, w/o reference in negotiation/in consideration to any
designated/estimated quantity of acres.
2. Supposed quantity by estimation is mentioned/referred to in the
contract for the purpose of description. Parties intended to risk the
contingency of quantity, whatever it might be, regardless of
whether it exceeds or falls short of what was mentioned in the
contract.
3. Sales where it is evident from the surrounding circumstances that
the parties didn’t contemplate/intend to risk more than the usual
rates of excess/deficit in similar cases, or than such as might
reasonably be calculated on as win the range of ordinary
contingency.
4. Sales though technically denominated as sales in gross are in fact,
sales by acre.
Sale between Asiain & Jalandoni falls under #3.
⇒ Stipulating that the land is “more or less (size)” will not prevent granting of
relief if there was mutual mistake & the deficiency is material.
⇒ In this case, there was mutual mistake as to the quantity of the land sold &
the amount of the standing crop. Contract is rescindable at the option of the
buyer for w/o such mistake, agreement would not have been made. Thus,
agreement is inoperative & void. Specific performance cannot be allowed at
the instance of the vendor. It’s best to put the parties back in exactly their
respective positions before they became involved in the negotiations &
before accomplishment of the agreement.

Holding: Judgment affirmed w/o prejudice to Asiain’s rt to institute an action to

collect rent from Jalandoni during the time the land was in latter’s possession.