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THIRD DIVISION Bank, an essential requirement for the acceptance of the offer which was clearly

specified in Exhibits F and H. Even more telling is petitioner's unexplained failure to


[G.R. No. 118509. March 29, 1996.] reduce in writing the alleged acceptance of its offer to buy the property at
P1,000/sq.m. The Court also finds as unconvincing petitioner's representation under
LIMKETKAI SONS MILLING INC., petitioner, vs. COURT OF Exhibits "E", "G", and "I" that its proposal to buy the subject property for P1,000/sq.m.
APPEALS, ET AL., respondents. has been accepted by respondent BPI, considering that none of the said Exhibits
contained the signature of any responsible official of respondent bank. It is therefore
Amado D. Seno for petitioner. evident from the foregoing that petitioner's documentary evidence floundered in
establishing its claim of a perfected contract of sale.
Alfonso B. Versoza for private respondent BPI.
3.ID.; ID.; STATUTE OF FRAUDS; NOT COMPLIED WITH IN CASE AT BAR. —
Petitioner's case failed to hurdle the strict requirements of the Statute of Frauds,
Manahan Cornago De Vera Aquino Associates for private respondent National Book Article 1403 of the Civil Code. In this case there is a patent absence of any deed of
Store. sale categorically conveying the subject property from respondent BPI to petitioner.
Exhibits "E", "G", "I" which petitioner claims as proof of perfected contract of sale
between it and respondent BPI were not subscribed by the party charged, i.e., BPI
SYLLABUS and did not constitute the memoranda or notes that the law speaks of. To consider
them sufficient compliance with the Statute of Frauds is to betray the avowed purpose
of the law to prevent fraud and perjury in the enforcement of obligations. We share, in
1.CIVIL LAW; CONTRACTS; SALES; DEFINITE AGREEMENT ON THE MANNER this connection, respondent Court of Appeals' observation when it said: ". . . . The
OF PAYMENT OF THE PRICE IS AN ESSENTIAL ELEMENT IN THE FORMATION requirement that the notes or memoranda be subscribed by BPI or its agents, as the
OF A BINDING AND ENFORCEABLE CONTRACT OF SALE. — The Court in party charged, is very vital for the strict compliance with the avowed purpose of the
Toyota Shaw, Inc. v. Court of Appeals (244 SCRA 320, 328) had already ruled that a Statute of Frauds which is to prevent fraud and perjury in the enforcement of
definite agreement on the manner of payment of the price is an essential element in obligations depending for their evidence on the unassisted memory of witnesses by
the formation of a binding and enforceable contract of sale. Petitioner's exhibits did requiring certain enumerated contracts and transactions to be evidenced by a writing
not establish any definitive agreement or meeting of the minds between the signed by the party to be charged (Asia Production Co., Inc. vs. Pano, 205 SCRA
concerned parties as regards the price or term of payment. Instead, what merely 458). It cannot be gainsaid that a shrewd person could easily concoct a story in his
appears therefrom is respondent BPI's repeated rejection of the petitioner's proposal letters addressed to the other party and present the letters to the court as notes to
to buy the property at P1,000/sq.m. In addition, even on the assumption that Exhibit prove the existence of a perfected oral contract of sale when in truth there is none. "In
"E" reflects that respondent BPI offered to sell the disputed property for P1,000/sq.m., adherence to the provisions of the Statute of Frauds, the examination and evaluation
petitioner's acceptance of the offer is conditioned upon or qualified by its proposed of the notes or memoranda adduced by the appellee was confined and limited to
terms to which respondent BPI must agree with. within the four corners of the documents. To go beyond what appears on the face of
the documents constituting the notes or memoranda, stretching their import beyond
2.ID.; ID.; ID.; ESSENTIAL ELEMENTS; CONSENT; THE ACCEPTANCE MUST BE what is written in black and white, would certainly be uncalled for, if not violative of
IDENTICAL IN ALL RESPECTS WITH THAT OF THE OFFER SO AS TO PRODUCE the Statute of Frauds and opening the doors to fraud, the very evil sought to be
CONSENT OR MEETING OF MINDS. — On the subject of consent as an essential avoided by the statute. In fine, considering that the documents adduced by the
element of contracts, Article 1319 of the Civil Code has this to say: "Art. 1319. appellee do not embody the essentials of the contract of sale aside from not having
Consent is manifested by the meeting of the offer and the acceptance upon the thing been subscribed by the party charged or its agent, the transaction involved definitely
and the cause which are to constitute the contract. The offer must be certain and the falls within the ambit of the Statute of Frauds."
acceptance absolute. A qualified acceptance constitutes a counter-offer. . . . ." The
acceptance of an offer must therefor be unqualified and absolute. In other words, it 4.REMEDIAL LAW; EVIDENCE; PAROL EVIDENCE RULE; APPLICABLE IN CASE
must be identical in all respects with that of the offer so as to produce consent or AT BAR. — Corollarily, as the petitioner's exhibits failed to establish the perfection of
meeting of the minds. This was not the case herein considering that petitioner's the contract of sale, oral testimony cannot take their place without violating the parol
acceptance of the offer was qualified, which amounts to a rejection of the original evidence rule. It was therefore irregular for the trial court to have admitted in evidence
offer. And contrary to petitioner's assertion that its offer was accepted by respondent testimony to prove the existence of a contract of sale of a real property between the
BPI, there was no showing that petitioner complied with the terms and conditions parties despite the persistent objection made by private respondents' counsels as
explicitly laid down by respondent BPI for prospective buyers. Neither was the early as the first scheduled hearing. While said counsels cross-examined the
petitioner able to prove that its offer to buy the subject property was formally witnesses, this, to our view, did not constitute a waiver of the parol evidence rule. The
approved by the beneficial owner of the property and the Trust Committee of the Talosig v. Vda. de Nieba, and Abrenica v. Gonda and de Gracia (34 Phil. 739) cases
cited by the Court in its initial decision, which ruled to the effect that an objection NBS, perhaps all that needs to be said is that it is readily seen that any person who
against the admission of any evidence must be made at the proper time, i.e., ". . . at buys property under litigation which is covered by a notice of lis pendens subjects
the time question is asked," and that if not so made it will be understood to have been himself to the outcome of the litigation. Respondents try to explain the allegedly true
waived, do not apply as these two cases, involved facts different from the case at nature of the petitioner's so-called badges of fraud — BPI dealing directly through top
bench. More importantly, here, the direct testimonies of the witnesses were presented executives with an influential buyer when the lot was supposed to be sold through
in "affidavit-form" where prompt objection to inadmissible evidence is hardly possible, brokers; there were personal, family, and business relationships between BPI Senior
whereas the direct testimonies in these cited cases were delivered orally in open Vice-President Edmundo Barcelon and NBS President Alfredo Ramos; NBS offered
court. The best that counsels could have done, and which they did, under the Limketkai a big amount through broker George Feliciano to drop the case and to lift
circumstances was to preface the cross-examination with objection. Counsels should the notice of lis pendens; the vendor did not guarantee its title to the land and the
not be blamed and, worst, penalized for taking the path of prudence by choosing to right of the buyer to proceed against the seller if the latter sold property no longer
cross-examine the witnesses instead of keeping mum and letting the inadmissible owned by it and instead had the buyer guaranteeing its own purchase; and NBS's
testimony in "affidavit form" pass without challenge. We thus quote with approval the construction on the property was characterized by easy portability. The explanations
observation of public respondent Court of Appeals on this point. "As a logical are far from convincing. The confluence of all these factors shows that there was
consequence of the above findings, it follows that the court a quo erred in allowing indeed collusion between a top BPI executive and the NBS president whose
the appellee to introduce parol evidence to prove the existence of a perfected relationship was such that BPI was willing to renege on its obligations and rescind a
contract of sale over and above the objection of the counsel for the defendant- perfected contract with an earlier buyer. Of course, seller BPI was protected because
appellant. The records show that the court a quo allowed the direct testimony of the buyer NBS assumed all risks. NBS refutes the arguments of Limketkai on the
witnesses to be in affidavit form subject to cross-examination by the opposing temporary nature and easy portability of its construction on valuable real estate. It
counsel. If the purpose thereof was to prevent the opposing counsel from objecting states that the building was destroyed by fire. Whether or not the temporary nature of
timely to the direct testimony, the scheme failed for as early as the first hearing of the the building may still be proved, the record shows that NBS was acting in bad faith in
case on February 28, 1989 during the presentation of the testimony in affidavit form trying to buy property which was earlier sold to another buyer and buying it inspite of
of Pedro Revilla, Jr., plaintiff-appellee's first witness, the presentation of such notice of lis pendens.
testimony was already objected to as inadmissible.

MELO, J., dissenting:


4.ID.; ID.; STATUTE OF FRAUDS; REQUIREMENT OF A NOTE OR
1.COMMERCIAL LAW; CORPORATION; A CORPORATION ACTS THROUGH ITS MEMORANDUM; COMPLIED WITH IN CASE AT BAR. — If there had been a formal
OFFICERS AND EMPLOYEES WHOSE ACTS, IF WITHIN THE SCOPE OF THEIR deed of sale in this case, there is no need to even discuss the Statute of Frauds.
AUTHORITY, BIND THE CORPORATION. — A corporation acts through its officers Precisely because Article 1403 of the Civil Code requires a "note or memorandum
and employees whose acts, if within the scope of their authority, bind the corporation. thereof" and mentions "secondary evidence of its contents," the Statute of Frauds
The public transacted business with Vice-President and Trust Officer Aromin. He was becomes material. Taking all of the documents in this case together, there can be no
regularly acting within the scope of his duties and responsibilities. Since Assistant doubt that the requirement of a note or memorandum of the sale is more than met.
Vice-President and Trust Officer Aromin himself testified that he closed the deal for
BPI, there should be no question about there being a perfected contract of sale. 5.ID.; ID.; ID.; THE CROSS-EXAMINATION ON THE CONTRACT IS DEEMED A
WAIVER OF THE DEFENSE OF THE STATUTE OF FRAUDS. — Equally significant
2.CIVIL LAW; CONTRACTS; SALES; A SALE OF LAND IS VALID REGARDLESS is the fact that Limketkai's witnesses were cross-examined at length by respondents'
OF THE FORM IT MAY HAVE ENTERED INTO. — The contention of respondents counsels on the perfection of the contract, the purchase price, the tender of full cash
that a formal deed of sale is essential before the contract may be perfected and payment, and other facts which respondents-movants now claim must be stricken out
proved indicates a misapprehension of the Statute of Frauds. As emphasized in the unless fully documented in writing. Even assuming for purposes of argument that the
decision, a sale of land is valid regardless of the form it may have been entered into perfected contract infringes the Statute of Frauds, in Abrenica vs. Gonda (34 Phil.
(Claudel vs. Court of Appeals, 199 SCRA 113, 199 [1991]). The fact that the deed of 379 [1916]), this Court ruled that the questioned contract is ratified when the defense
sale still had to be signed and notarized does not mean that no contract was fails to object or asks questions on cross-examination. As decided in Abrenica and
perfected. If the law requires a document or special legal form, the contracting parties later cases such as Talosig vs. Vda. de Nieba (43 SCRA 472 [1972]), assuming that
may require each other to observe the formality after the contract is perfected. parole evidence was initially inadmissible, the same became competent and
admissible because of the cross-examination. The cross-examination on the contract
3.ID.; ID.; ID.; ANY PERSON WHO BUYS PROPERTY UNDER LITIGATION WHICH is deemed a waiver of the defense of the statute of frauds (Vitug, Compendium of
IS COVERED BY A NOTICE OF LIS PENDENS SUBJECTS HIMSELF TO THE Civil Law and Jurisprudence, 1993 Revised Edition, p. 563).
OUTCOME OF THE LITIGATION. — Regarding the buyer-in-good-faith arguments of
RESOLUTION Capitol Subdivision

Pasig, Metro Manila

FRANCISCO, J p:

In this motion for reconsideration, the Court * is called upon to take a second hard
look on its December 1, 1995 decision reversing and setting aside respondent Court Attention:Mr. Pedro P. Revilla, Jr.
of Appeals' judgment of August 12, 1994 that dismissed petitioner Limketkai Sons
Milling Inc.'s complaint for specific performance and damages against private Managing Partner
respondents Bank of the Philippine Island (BPI) and National Book Store (NBS).
Petitioner Limketkai Sons Milling Inc., opposed the motion and filed its Consolidated Gentlemen:
Comment, to which private respondent NBS filed a Reply. Thereafter, petitioner filed
its Manifestation and Motion for the voluntary inhibition of Chief Justice Andres R.
Narvasa from taking part in any "subsequent deliberations in this case". The This will serve as your authority to sell on an "as is" "where is"
Honorable Chief Justice declined. 1 basis the property located at Pasig Blvd., Bagong Ilog, Pasig,
Metro Manila, under the following details and basic terms and
conditions:
The Court is swayed to reconsider.
TCT No.:493122 in the name of BPI as trustee
The bottomline issue is whether or not a contract of sale of the subject parcel of land of Philippine Remnants Co., Inc.
existed between the petitioner and respondent BPI. A re-evaluation of the attendant
facts and the evidence on record, specifically petitioner's Exhibits "A" to "I", yields the
negative. To elaborate: Area:33,056.0 square meters (net of 890
sq. m. sold to the Republic of the
Philippines due to the widening of
Exhibit "A" 2 is a Deed of Trust dated May 14, 1976, entered into between Philippine Pasig Blvd.)
Remnants Co. Inc., as grantor, and respondent BPI, as trustee, stating that subject
property covered by TCT 493122 (formerly TCT No. 27324) 3 "has [been] assigned,
transferred, conveyed and set over unto the Trustee" 4 expressly authorizing and Price:P1,100.00 per sq. m. or
empowering the same "in its own name to sell and dispose of said trust property or P36,361,600.000.
any lot or parcel thereof" 5 and "to facilitate [the] sale of the trust property, the
Trustee may engage the services of real estate broker or brokers, under such terms Terms:Cash
and conditions which the Trustee may deem proper, to sell the Trust property or any
lot or parcel thereof." 6 Broker's Commission:2%

Exhibit "B" is a Letter of Authority for the petitioner issued by respondent BPI to Pedro Others:a)Docuemntary (sic) stamps to
A. Revilla, Jr., a real estate broker, to sell the property pursuant to the Deed of Trust. be affixed to Deed of
The full text of Exhibit "B" is hereby quoted: Absolute Sale, transfer tax,
registration expenses, and
"Trust Account No. 75-09 other titling expenses for
account of the Buyer.
23 June 1988
b)Capital gains tax, if payable,
ASSETRADE CO. and real estate taxes up to 30
June 1988 shall be for the
account of the Seller.
70 San Francisco St.
This authority which is good for thirty (30) days only from date Exhibit "H" refers to respondent BPI's another rejection of petitioner's offer to buy the
hereof is non-exclusive and on a "first come" "first-serve" basis. property at P1,000/sq. m. 12

And finally, Exhibit "I" is a letter by petitioner addressed to respondent BPI claiming
the existence of a perfected contract of sale of the subject property between them. 13
Very truly yours,
These exhibits, either scrutinized singly or collectively, do not reveal a perfection of
BANK OF THE PHILIPPINE the purported contract of sale. Article 1458 of the Civil Code defines a contract of sale
ISLANDS as follows:

as trustee of "ART. 1458. By the contract of sale one of the contracting parties
obligates himself to transfer the ownership of and to deliver a
determinate thing, and the other to pay therefor a price certain in
Philippine Remnants Co., Inc. money or its equivalent.

A contract of sale may be absolute or conditional."

(Sgd.)(Sgd.) Article 1475 of the same Code specifically provides when a contract of sale is
deemed perfected, to wit:
FERNANDO J. SISON, IIIALFONSO R. ZAMORA
"ART. 1475. The contract of sale is perfected at the moment
Assistant Vice-PresidentVice President" there is meeting of minds upon the thing which is the object of
the contract and upon the price.
[Note: Emphasis supplied]
From that moment, the parties may reciprocally demand
performance, subject to the provisions of the law governing the
form of contracts."

security guard on duty at subject property to allow him (Revilla, Jr.) and his
companion to conduct an ocular inspection of the premises. 7 The Court in Toyota Shaw, Inc. v. Court of Appeals 14 had already ruled that a
definite agreement on the manner of payment of the price is an essential element
in the formation of a binding and enforceable contract of sale. Petitioner's
Exhibit "D" is a letter addressed by Pedro Revilla, Jr. to respondent BPI exhibits did not establish any definitive agreement or meeting of the minds
informing the latter that he has procured a prospective buyer. 8 between the concerned parties as regards the price or term of payment. Instead,
what merely appears therefrom is respondent BPI's repeated rejection of the
Exhibit "E" is the written proposal submitted by Alfonso Y. Lim in behalf petitioner's proposal to buy the property at P1,000/sq. m. 15 In addition, even on
of petitioner Limketkai Sons Milling, Inc., offering to buy the subject property at the assumption that Exhibit "E" reflects that respondent BPI offered to sell the
P1,000.00/sq. m. 9 disputed property for P1,000/sq. m., petitioner's acceptance of the offer is
conditioned upon or qualified by its proposed terms 16 to which respondent BPI
must first agree with.
Exhibit "F" is respondent BPI's letter addressed to petitioner pointing out that
petitioner's proposal embodied in its Letter (Exhibit "E") has been rejected by the
respondent BPI's Trust Committee. 10 On the subject of consent as an essential element of contracts, Article 1319 of the
Civil Code has this to say:
Exhibit "G" is petitioner's letter dated July 22, 1988 reiterating its offer to buy the
subject property at P1,000/sq. m. but now on cash basis. 11 "ART. 1319. Consent is manifested by the meeting of the offer
and the acceptance upon the thing and the cause which are to
constitute the contract. The offer must be certain and the
acceptance absolute. A qualified acceptance constitutes a (e)An agreement for the leasing for a long period
counter-offer. than one year, or for the sale of real property or of an
interest therein.
"xxx xxx xxx."
"xxx xxx xxx."
The acceptance of an offer must therefor be unqualified and absolute. In other words,
it must be identical in all respects with that of the offer so as to produce consent or In this case there is a patent absence of any deed of sale categorically conveying
meeting of the minds. This was not the case herein considering that petitioner's the subject property from respondent BPI to petitioner. Exhibits "E", "G", "I" which
acceptance of the offer was qualified, which amounts to a rejection of the original petitioner claims as proof of perfected contract of sale between it and respondent
offer. 17 And contrary to petitioner's assertion that its offer was accepted by BPI were not subscribed by the party charged, i.e., BPI, and did not constitute
respondent BPI, there was no showing that petitioner complied with the terms and the memoranda or notes that the law speaks of. 19 To consider them sufficient
conditions explicitly laid down by respondent BPI for prospective buyers. 18 Neither compliance with the Statute of Frauds is to betray the avowed purpose of the law
was the petitioner able to prove that its offer to buy the subject property was formally to prevent fraud and perjury in the enforcement of obligations. We share, in this
approved by the beneficial owner of the property and the Trust Committee of the connection, respondent Court of Appeal's observation when it said:
Bank, an essential requirement for the acceptance of the offer which was clearly
specified in Exhibits F and H. Even more telling is petitioner's unexplained failure to ". . . The requirement that the notes or memoranda be
reduce in writing the alleged acceptance of its offer to buy the property at P1,000/sq. subscribed by BPI or its agents, as the party charged, is very
m. vital for the strict compliance with the avowed purpose of the
Statute of Frauds which is to prevent fraud and perjury in the
The Court also finds as unconvincing petitioner's representation under Exhibits "E", enforcement of obligations depending for their evidence on the
"G", and "I" that its proposal to buy the subject property for P1,000/sq. m. has been unassisted memory of witnesses by requiring certain enumerated
accepted by respondent BPI, considering that none of the said Exhibits contained the contracts and transactions to be evidenced by a writing signed by
signature of any responsible official of respondent bank. the party to be charged (Asia Production Co., Inc. vs. Pano, 205
SCRA 458). It cannot be gainsaid that a shrewd person could
It is therefore evident from the foregoing that petitioner's documentary evidence easily concoct a story in his letters addressed to the other party
floundered in establishing its claim of a perfected contract of sale. and present the letters to the court as notes to prove the
existence of a perfected oral contract of sale when in truth there
is none.
Moreover, petitioner's case failed to hurdle the strict requirements of the Statute of
Frauds. Article 1403 of the Civil Code states:
"In adherence to the provisions of the Statute of Frauds, the
examination and evaluation of the notes or memoranda adduced
"ART. 1403. — The following contracts are unenforceable, by the appellee was confined and limited to within the four
unless they are ratified: corners of the documents. To go beyond what appears on the
face of the documents constituting the notes or memoranda,
(1). . . stretching their import beyond what is written in black and white,
would certainly be uncalled for, if not violative of the Statute of
(2)Those that do not comply with the Statute of Frauds as set Frauds and opening the doors to fraud, the very evil sought to be
forth in this number. In the following cases an agreement avoided by the statute. In fine, considering that the documents
hereafter made shall be unenforceable by action, unless the adduced by the appellee do not embody the essentials of the
same, or some note or memorandum, thereof, be in writing, and contract of sale aside from not having been subscribed by the
subscribed by the party charged, or by his agent; evidence, party charged or its agent, the transaction involved definitely falls
therefore, of the agreement cannot be received without the within the ambit of the Statute of Frauds." 20
writing, or a secondary evidence of its contents:
[Note: Emphasis added]

Corollarily, as the petitioner's exhibits failed to establish the perfection of the contract
xxx xxx xxx of sale, oral testimony cannot take their place without violating the parol evidence
rule. 21 It was therefore irregular for the trial court to have admitted in evidence So may we reiterate our objection with regards to all other
testimony to prove the existence of a contract of sale of a real property between the portions of the affidavit which deal on the verbal
parties despite the persistent objection made by private respondents' counsels as contract. (TSN, Feb. 28, 1989, pp. 3-5: Emphasis
early as the first scheduled hearing. While said counsels cross-examined the supplied.)" 26
witnesses, this, to our view, did not constitute a waiver of the parol evidence rule. The
Talosig v. Vda. de Nieba, 22 and Abrenica v. Gonda and de Gracia 23 cases cited by "xxx xxx xxx
the Court in its initial decision, which ruled to the effect that an objection against the
admission of any evidence must be made at the proper time, i.e., ". . . at the time
question is asked," 24 and that if not so made it will be understood to have been "ATTY. CORNAGO:
waived, do not apply as these two cases involved facts 25 different from the case at
bench. More importantly, here, the direct testimonies of the witnesses were presented Before we proceed, we would like to make of record our
in "affidavit-form" where prompt objection to inadmissible evidence is hardly possible, continuing objection in so far as questions and answers
whereas the direct testimonies in these cited cases were delivered orally in open propounded to Pedro Revilla dated February 27, 1989,
court. The best that counsels could have done, and which they did, under the in so far as questions would illicit (sic) answers which
circumstances was to preface the cross-examination with objection. Thus: would be violative of the best evidence rule in relation to
Art. 1403. I refer to questions nos. 8, 13, 16 and 19 of
"ATTY. VARGAS: the affidavit of this witness which is considered as his
direct testimony." (T.S.N., June 29, 1990, p. 2)
Before I proceed with the cross-examination of the witness, your
Honor, may we object to the particular portion of the "ATTY. CORNAGO:
affidavit which attempt to prove the existence of a
verbal contract to sell more specifically the answers May we make of record our continued objection on the testimony
contained in page 3. Par. 1, the whole of the answer. which is violative of the best evidence rule in relation to
Art. 1403 as contained in the affidavit particularly
"xxx xxx xxx." questions Nos. 12, 14, 19 and 20 of the affidavit of
Alfonso Lim executed on February 24, 1989. . . ."
(T.S.N., June 28, 1990, p. 8)." 27
"COURT:
Counsels should not be blamed and, worst, penalized for taking the path of
Objection overruled. prudence by choosing to cross-examine the witnesses instead of keeping mum
and letting the inadmissible testimony in "affidavit form" pass without challenge.
"ATTY. VARGAS. We thus quote with approval the observation of public respondent Court of
Appeals on this point:
Your Honor, what has been denied by the Court was the motion
for preliminary hearing on affirmative defenses. The "As a logical consequence of the above findings, it follows that
statement made by the witness to prove that there was the court a quo erred in allowing the appellee to introduce parol
a verbal contract to sell is admissible in evidence in this evidence to prove the existence of a perfected contract of sale
case because an agreement must be in writing. over and above the objection of the counsel for the defendant-
appellant. The records show that the court a quo allowed the
"COURT: direct testimony of the witnesses to be in affidavit form subject to
cross-examination by the opposing counsel. If the purpose
thereof was to prevent the opposing counsel from objecting
Go ahead, that has been already overruled. timely to the direct testimony, the scheme failed for as early as
the first hearing of the case on February 28, 1989 during the
ATTY. VARGAS: presentation of the testimony in affidavit form of Pedro Revilla,
Jr., plaintiff-appellee's first witness, the presentation of such
testimony was already objected to as inadmissible." 28
[Emphasis supplied.] Most of the relevant facts are shared in common by the parties. It is in the
interpretation of these facts and the need to include certain details overlooked by
WHEREFORE, in view of the foregoing premises, the Court hereby GRANTS the respondent Court where they differ.
motion for reconsideration, and SETS ASIDE its December 1, 1995 decision.
Accordingly, the petition is DENIED and the Court of Appeals' decision dated August Invocation by Mr. Justice Davide of the general rule that in petitions for review of
12, 1994, appealed from is AFFIRMED in toto. decision of the Court of Appeals only questions of law may be raised to the Supreme
Court is, with all due respect, not all that too significant nor is the principle really being
SO ORDERED. ignored. The different conclusions and interpretations arising from the same facts
bring about questions of law. In the same way that respondent court did not consider
itself bound by the conclusions of the regional trial court, we should have no
Narvasa, C.J. and Davide, Jr., J., concur. reluctance to discard the factual interpretations of respondent court and reiterate
those of the trial court.
Panganiban, J., joins Justice Melo's dissent.
There are also well-established exceptions to the general rule that the factual findings
and conclusions drawn therefrom by the Court of Appeals should be treated as
Separate Opinions conclusive.

MELO, J., dissenting: In Gaw vs. Intermediate Appellate Court (220 SCRA 405, 413-414 [1993], this Court,
through Mdm. Justice Romero, stated:
I beg to dissent from the new majority's action granting private respondents' motions
for reconsideration.

On December 26, 1995, respondents Bank of the Philippine Islands (BPI) and As a rule, the jurisdiction of this Court in cases brought to it from
National Book Store, Inc. (NBS) filed separate and extended motions (18 pages and the Court of Appeals or the then Intermediate Appellate Court is
44 pages, respectively) urging the reconsideration of the Court's December 1, 1995 limited to the review and revision of errors of law allegedly
decision which was a unanimous action of the then 5 members of the Third Division. committed by the appellate court, as its findings of fact are
On January 12, 1996 petitioner Limketkai Sons Milling, Inc. (Limketkai), in turn, filed deemed conclusive. As such, this Court is not duty-bound to
its 41-page consolidated comment in opposition to the two motions. NBS thereafter analyze and weigh all over again the evidence already
filed a reply to Limketkai's comment. considered in the proceedings below. This rule, however, is not
without exceptions. One of these exceptions is when there is a
conflict between the factual findings of the Court of Appeals and
A careful consideration of the two motions and the comment thereon, as well as the the trial court which necessitates a review of such factual
reply thereto, readily shows that while lengthy and at times emotional, the motions findings. This case falls within the exception.
are simply reiterations of earlier pleadings found in the records, with each party
repeating the same arguments and insisting that its witnesses are telling the truth, its
evidence is superior, and the witnesses for the other side are lying. (at pp. 413-414.)

The arguments raised in the two motions for reconsideration and refuted in the Summing up or collating the instances when findings of fact of the Court of Appeals
comment revolve around the core issue of whether or not there was a perfected may be examined, we had occasion to re-echo Remalante vs. Tibe (158 SCRA 138
contract of sale between BPI and Limketkai. The other issue is whether or not [1985]) in Morales vs. Court of Appeals (197 SCRA 391 [1991]), thusly:
respondent NBS is an innocent buyer for value which acted in good faith.
In several decisions of recent vintage (Rizal Cement Co., Inc. v.
The other questions posed in the 8 grounds of BPI and the 4 grounds of NBS to Villareal, G.R. No. L-30272, February 28, 1985, 135 SCRA 15;
support their respective motions are related to these two issues. All of these Ramos v. Court of Appeals, G.R. No. L-25463, April 4, 1975, 63
questions, I believe, have already been fully considered and passed upon in detail in SCRA 331, Garcia v. Court of Appeals, G.R. No. L-26490, June
the Court's decision. 30, 1970, 33 SCRA 623, Ramos v. Pepsi-Cola Bottling Co., G.R.
No. L-22533, February 9, 1967, 19 SCRA 289), the Court
summarized and enumerated the exceptional circumstances that The records show that Assistant Vice-President Rolando V. Aromin was in charge of
would compel the Supreme Court to review findings of fact of the the administration and management of various real estate property held in trust by the
Court of Appeals, to wit: bank. This explains why the owner of the lot, the broker, and the buyer all dealt with
Aromin. He was the one held out by BPI as authorized to sell trust property. On
(1)when the conclusion is a finding grounded December 3, 1990, long after the disputed sale had been consummated, Aromin
entirely on speculation, surmises or conjectures defined his duties in his testimony as follows:
(Joaquin v. Navarro, 93 Phil. 257 (1953);
ATTY. VERZOSA (On Cross) —
(2)when the interference made is manifestly
absurd, mistaken or impossible (Luna v. Linatoc, 74 Q.You mentioned that one of your duties is the administration
Phil. 15 (1942); and management of the real estate properties endorsed
by your clients to the bank?
(3)when there is grave abuse of discretion in
the appreciation of facts (Buyco v. People, 95 Phil. 253 A.Yes, sir.
(1954);
Q.One of these duties include the disposition of real estate
(4)when the judgment is premised on a properties?
misapprehension of facts (Dela Cruz v. Sosing, 94 Phil.
26 (1953); Castillo v. Court of Appeals, G.R. No. L- A.Yes, sir.
48290, September 29, 1983, 124 SCRA 808);
Q.Are we to understand that you do not have to get approval of
(5)when the findings of fact are conflicting anybody before disposition of the properties entrusted
(Casica v. Villeseca, 101 Phil. 1205 (1957); and to your bank?

(6)when the Court of Appeals, in making its A.In this particular case we have received instruction regarding
findings, went beyond the issues of the case and the instruction (sic) from the owner directly, sir.
same is contrary to the admissions of both appellant
and appellee (Evangelista v. Alto Surety & Ins. Co., Inc.,
103 Phil. 401 (1958). ATTY. SENO:

(at p. 401.) At this instance, may I request that this witness be required to
produce this afternoon the written instruction from Mr.
Awad and if he has copy of the written offer of
Items 1, 2, and 4 of the above citation are applicable to this case. Technoland, the disapproved authority to sell to
Technoland if he has copy.
The majority opinions of Justices Davide and Francisco are based on interpretations
of petitioner's first nine exhibits. There is no dispute over Exhibit "A", except that it COURT:
may be pointed out that BPI was authorized by the owner of the lot to engage brokers
to sell the property. Exhibit "B" implements Exhibit "A".
So ordered.
The first disputed issue refers to the authority of the broker and the Assistant Vice-
President and Trust Officer, Rolando V. Aromin, of BPI to sell the lot. It was the ATTY. VERZOSA:
broker, Pedro Revilla, who offered his services to sell the lot at P1,000.00 per square
meter. Kenneth Richard Awad of Philippine Remnants Co., Inc., owner of the lot, Q.With that answer, are we to understand that most properties
gave his written conformity (Exh. "P") on June 14, 1988 to the sale at P1,000.00 per could be disposed without the approval of the Trust
square meter for cash with a 2% commission for the broker. Committee based on your previous answer?
A.Yes, sir. At that very moment, the contract of sale was perfected. There was a meeting of the
minds upon the subject matter and the P1,000.00 per square meter price.
(tsn, Dec. 3, 1990 [A.M.], pp. 34-35).
On the attempts of private respondents to denigrate the authority of Aromin to close
Only after Aromin's testimony as a hostile witness displeased BPI were his authority the deal, it may be noted that Alfonso Lim, in all his dealings with BPI, conducted
and responsibility withdrawn by the bank. business with Aromin. There is nothing in the records to show that Aromin, at this
point, had already been stripped of his authority. When he testified two years after the
sale, he was still BPI's Assistant Vice-President.
Since Aromin was not going to sell the lot himself, for this power was delegated to a
broker, authority from the BPI Trust Committee was sought and given. Revilla was
authorized to sell the property at P1,000.00 per square meter. When the authority In Areola vs. Court of Appeals, et al., (236 SCRA 643 [1994]), this Court held:
was forwarded to Aromin, he changed the quoted selling price to P1,000.00 per
square meter. This was done because another broker, Technoland Properties, had Accordingly, a banking corporation is liable to innocent third
offered to sell the lot at that price. Aromin, however, was later informed (Exh. "S") that persons where the representation is made in the course of its
Technoland Properties was not in the list of brokers approved by the BPI Investment business by an agent acting within the general scope of his
and Trust Committees to sell trust property held by the bank. authority even though, in the particular case, the agent is secretly
abusing his authority and attempting to perpetuate a fraud upon
The authority (Exh. "B") given to broker Revilla, clearly authorized him "to sell" the his principal or some other person, for his own ultimate benefit.
property, not merely to look for a buyer. Revilla contacted petitioner through its
Executive Vice-President Alfonso Lim who agreed to buy the lot. (at pp. 652-653, emphasis supplied).

It is significant to note that, all this while, it was Assistant Vice-President Aromin with Petitioner stresses that Aromin was not in any way abusing his authority nor
whom all the parties in this transaction were dealing. He was the BPI official who attempting any fraud. A corporation acts through its officers and employees whose
gave written authority (Exh. "C") for the buyer to inspect what it was purchasing. acts, if within the scope of their authority, bind the corporation. The public transacted
business with Vice-President and Trust Officer Aromin. He was regularly acting within
On July 9, 1988 Revilla wrote BPI (Exh. "D") that he had a buyer. Again, the letter the scope of his duties and responsibilities. Since Assistant Vice-President and Trust
was received by Aromin. On July 11, 1988 the top officials of petitioner, Alfonso Lim Officer Aromin himself testified that he closed the deal for BPI, there should be no
and Albino Limketkai, went to the bank to confirm the sale. Significantly, they went to question about there being a perfected contract of sale.
the office of Merlin Albano and Rolando Aromin of the Real Property Management
Unit and not to any other officer, much less the Trust Committee. The testimony of Aromin is significant at this juncture:

Justice Davide asks why negotiations over the price were made with Aromin and Q.What transpired after the two (2) gentlemen (the Lim's) were
Albano, not other officials. The records show that Alfonso Lim trusted Revilla who introduced to you?
brought him to the office in charge of and managing trust property of the bank. BPI is
a big place. When Revilla brought Alfonso Lim to Merlin Albano and Rolando Aromin A.After the usual courtesies, Mr. Revilla informed us that the
and introduced them to Lim as Vice-President and Assistant Vice President, purpose of their visit is to discuss the possibility of his
respectively, there was no reason for Lim not to assume and presuppose their client, Limketkai Sons Milling, of buying the Bagong Ilog
authority to dispose of the property. The visit to BPI does not in any way reduce or property. Mr. Lim offered to buy the property at P900.00
lessen the authority of Revilla to sell the lot. It shows that petitioner's officials were per sq. m. while Mr. Albano counter-offered to sell at
cautious buyers and wanted to be sure about the details and the documentation of P1,100.00/sq. m. but after the usual haggling, we finally
the transaction, considering the amount involved. They decided to deal not only with agreed to sell the property at the price of P1,000.00/sq.
the broker but also with the bank officials themselves. m. because this was the price the beneficial owner of
the property instructed the bank to quote to prospective
When the Limketkai brothers met with Albano and Aromin, they tried to bring down buyers as borne by the fact that we are holding the
the price to P900.00 per square meter. Albano said it should be P1,100.00. Finally, covering letter of instruction to sell the property at
the parties both agreed that the lot would be sold at P1,000.00 per square meter to P1,000.00 per square meter.
Limketkai, payable in cash.
Q.Are you telling the Court that there was meeting of the minds charged with the handling of real estate transactions and incidents. Together with the
between the buyer and the bank in respect to the price statements of Limketkai officials, the logical and convincing testimony of disinterested
of P1,000.00/sq. m.? witness Revilla and hostile witness Aromin categorically shows there was a perfected
contract of sale. NBS states that Aromin merely pretended to testify reluctantly but
was, in truth, biased in favor of Limketkai. As one of the assistant vice-presidents of
BPI when he testified, there was every reason for Aromin to be genuinely reluctant
even when stating the truth as it was against his employer. Aromin and Revilla were
A.Yes, sir, as far as my evaluation, there was a meeting of the privy to the contract. The BPI officials who testified for respondents spoke of negative
minds as far as the price is concerned, sir. restrictions in general but not on the contract itself. They were not present during the
negotiations and during the perfection of the contract. Respondents denigrate Aromin
Q.After you were able to agree on the price of P1,000.00/sq. m. for what they call his prodigious memory for details, but this just shows that he was
since the letter of authority says the payment must be in well-versed in his line of work due to his long years of handling BPI real estate
cash basis, what transpired later on? matters and that he was properly attentive to every aspect of his job.

A.After we have agreed on the price, the Lim brothers inquired Respondents' arguments on the usual limitations on the powers of real estate brokers
on how to go about submitting the covering proposal if in general cannot prevail over the specific and exact wording of Revilla's written
they will be allowed to pay on terms. They requested us authority. Revilla was authorized "to sell" the lot but there is nothing unusual about a
to give them a guide on how to prepare the fully authorized agent bringing the buyer to his principal, not only to strengthen the
corresponding letter of proposal. I recall that upon the validity of his representations but also for easier documentation of the sale. The fact
request of Mr. Albino Limketkai, we dictated a guide on that broker Revilla dealt with Aromin and brought the buyers directly and introduced
how to word a written firm offer that was to be submitted them shows not only the authority of Aromin but also that BPI represented Aromin to
by Mr. Lim to the bank setting out the terms of payment the public as its official handling such matters.
but with the mutual agreement that if the proposed
payment on terms will not be approved by our Trust BPI's contention that it had discretion to sell the lot without having to get permission
Committee, Limketkai should pay the price in cash. from the corporation of the Awad family is correct. However, the fact that Kenneth
Richard Awad confirmed in writing (Exh. "P") their conformity to the sale of the lot at
Q.And did the buyer Limketkai agree to pay in cash in case the P1,000.00 per square meter inspite of BPI's discretionary authority over the lot held in
offer of terms will be cash (disapproved). trust, merely indicated how careful and businesslike the owner and the bank officials
were in disposing of the lot. The letter does not in any way prove the opposite.
A.Yes, sir.
The real and principal bone of contention refers to events which immediately followed
Q.At the start did they show their willingness to pay in cash? the perfection of the agreement.

A.Yes, sir. Exhibit "E", the request of Alfonso Lim to pay on terms, cannot be treated in isolation
of the events that caused it to be written. As earlier stated, Limketkai and the BPI
officials agreed that the disputed lot shall be sold to Limketkai at P1,000.00 per
Q.So the amount was no longer subject to the approval or square meter payable in full and in cash. The record shows that on July 11, 1988 this
disapproval of the Committee, it is only on the terms? agreement was finalized and tender of full payment was made on July 18, 1988.

A.Yes, sir. On July 11, however, Alfonso Lim asked if it was possible to pay on terms. This
appears to be a rational query. It was answered in a perfectly logical manner. Vice-
(tsn, Dec. 3, 1990 [A.M.], pp. 16-19; emphasis and parenthesized Presidents Albano and Aromin answered Lim that there was no harm in asking to pay
word, supplied). in terms since this mode of payment had been allowed in past cash sales. Limketkai
and the bank officials, nonetheless agreed that should term payments not be
acceptable, full cash payment as agreed upon would be effected. This explains the
The testimony of the bank official dovetails with those of Limketkai officials involved in
background of Exhibit "E".
the transactions. Revilla was the accredited BPI broker for the real estate which BPI
wanted to sell. Aromin was the BPI Assistant Vice-President and Trust Officer
The ruling in Villonco Realty Co. vs. Bormaheco (65 SCRA 352 [1995]), cited in our officials blandishments on term payments, knowing that it would endanger its
unanimous December 1, 1995 decision bears repeating: position?

"The contract of sale is perfected at the moment there is a The answer is that Limketkai did not know. The record shows that the buyer was
meeting of minds upon the thing which is the object of the dealing in good faith and at arms-length with BPI. It is a natural behavior of the buyer
contract and upon the price. From that moment, the parties may to trust the word of BPI officials who represent the bank, as the bank is a symbol of
reciprocally demand performance, subject to the provisions of the trust and credibility. Limketkai had no knowledge or reason to suspect that an
law governing the form of contract." (Article 1475, ibid.) influential person would enter the picture and inveigle the top officials of the bank to
rescind the perfected contract and to sell the lot to him. Petitioner Limketkai acted
xxx xxx xxx without suspicion as it saw no imminent danger to the agreement.

"Consent is manifested by the meeting of the offer and the Around July 14, 1988, Limketkai learned that BPI was freezing action on its July 11
acceptance upon the thing and the cause which are to constitute request. So it tendered full payment on July 18, 1988 before the BPI Trust Committee
the contract. The offer must be certain and the acceptance could act either way on the request to pay on terms and also before the expiry date of
absolute. A qualified acceptance constitutes a counter-offer" (Art. the authority letter of broker Revilla, that is July 23, 1988. The tender of payment
1319, Civil Code). "An acceptance may be express or implied" was, therefore, a withdrawal or abrogation of Limketkai's July 11 request before it
(Art. 1320, Civil Code). would either be granted or withdrawn, before BPI could act on the request for a
change of terms.
xxx xxx xxx
On July 20, 1988, BPI's senior management officials held a meeting and decided to
disapprove Limketkai's request (Exh. "F"). But this was two days after Limketkai had
"It is true that an acceptance may contain a request for certain already tendered full payment and when the request was technically moot.
changes in the terms of the offer and yet be a binding
acceptance. 'So long as it is clear that the meaning of the
acceptance is positively and unequivocally to accept the offer, On July 22, 1988, or four days after tender of payment was not accepted, Limketkai
whether such request is granted or not, a contract is formed." wrote another letter (Exh. "G") in reply to BPI's letter (Exh. "F"). The letter of
(Stuart vs. Franklin Life Ins. Co., 105 Fed. 2nd 965, citing Sec. Limketkai dated July 22, 1988 merely asked for compliance with the agreement with
79, Williston on Contracts). Messrs. Albano and Aromin on the original offer at P1,000.00 per square meter.

xxx xxx xxx On July 22, 1988, BPI repeated its July 20, 1988 disapproval of the request to pay on
terms (Exh. "H"). Since BPI stated at that point that no offer to purchase was deemed
final and accepted until formally approved by the Trust Committee, Limketkai wrote
. . . the vendor's change in a phrase of the offer to purchase, BPI on August 8, 1988 (Exh. "I") explaining why the acts of BPI are a repudiation of
which change does not essentially change the terms of the offer, the contract perfected as early as July 11, 1988.
does not amount to a rejection of the offer and the tender or a
counter-offer." (Stuart vs. Franklin Life Ins. Co., supra).
In said August 8, 1988 letter of Limketkai to Vice-President Nelson M. Bona and
Assistant Vice-President Fernando J. Sison III, Alfonso Lim stated in part:
(pp. 362-363; 365-366; pp. 12-18, Decision.)
We would like to invite your kind attention that we are the "First-
The record shows that the two bank officials were the ones who dictated the terms of come" offeror of the lot. And, while the price mentioned in the
payment, as Albino Limketkai told them that he did not know how to go about drafting authority granted to Mr. Revilla is P1,100.00 per square meter,
the request to pay on terms. It bears emphasizing that Exhibit "E", the letter asking for nonetheless, in the negotiations between us and your
term payments, was made in the afternoon of July 11, 1988 or after the parties responsible bank officials done in the presence of Mr. Revilla, the
already had a meeting of the minds on the contract. price per square meter was finally agreed at P1,000.00.

Respondents ask why did Limketkai, if there was already a perfected contract to pay True, we requested for payment of the price on terms but, should
at P1,000.00 per square meter in cash, allow itself to supposedly yield to the BPI the terms be not accepted by your bank, we were ready to pay in
cash per our understanding with your Mr. Albano and Mr. Aromin respondents' position. It can be seen above that far from supporting the movants'
and which we have clearly made known in our July 21 and July arguments, Exhibits "E", "F", "G", "H", and "I" prove exactly the opposite of what the
22, 1988 letters. As a matter of fact, even before July 21 and 22, respondents allege.
1988 we personally tendered a check for the entire purchase
price to Mr. Albano but he refused to accept the check because, Regarding the tender of P33,056,000.00 in full payment of the lot, respondents did
according to him, the authority to transact the sale was taken not question the fact of tender nor the authenticity of the check tendered by
away from him. The same proposal to pay in cash was made by Limketkai, through Alfonso Lim, to BPI. Instead, respondents tried to show that the
us in a meeting with Mr. Bona, Mr. Sison and other Bank officials, check was not fully funded by assailing the non-categorical answers of the Solidbank
and we were told that the matter will be resolved by the Bank official who refused to answer the questions of respondents' lawyers due to the
officials concerned in due time but nothing positive came about. prohibition under the Secrecy of Bank Deposits Law against a bank revealing the
We are still ready to buy the subject property at P1,000.00 per extent of its client's deposits. Alfonso Lim testified that in tendering the check, he was
square meter on cash basis. accompanied by a certain Bobby de Leon, a high-ranking officer of the BPI, and he
approached several other bank executives among whom was the Vice-President,
Nelson Bona, in the presence of Sison, de Leon, Mike Mendoza, and Ruth Bandera.
The record shows that tender of payment was also made on BPI's Fernando Sison III,
BPI's Assistant Vice President Aromin confirmed the tender of payment on July 18, Merlin Albano, and Nelson Bona, all high-ranking BPI officials. Inexplicably,
1988 as follows: respondents did not present any of these officials to rebut the testimony of Alfonso
Lim of his having tendered a check for the amount of the purchase price. At any rate,
all the BPI officials to whom the check was tendered did not question, at the time, its
Q.Since no action was taken on the terms that you agreed upon authenticity nor its funding. They gave only one reason for non-acceptance of tender
with Limketkai, as according to you the authority was — either they had no authority or their authority to accept payment from Limketkai
taken away from you by higher authorities as relayed to had been withdrawn. If they did not possess authority earlier, there would have been
you by Mr. Albano, did you meet Mr. Lim again on July nothing to withdraw.
18, 1988?
Whether the Statute of Frauds is applicable or not was discussed at length before the
A.Yes, sir, we met him again few days after they submit the letter trial court and the Court of Appeals and in our December 1, 1995 decision.
of proposal. It was on that day that Mr. Alfonso Lim,
together with Mr. Revilla met us in the office of Mr.
Albano on our side and Mr. Bobby de Leon who was The contention of respondents that a formal deed of sale is essential before the
manager or the account officer handling the account of contract may be perfected and proved indicates a misapprehension of the Statute of
Limketkai in the bank when Mr. Alfonso Lim tendered a Frauds. As emphasized in the decision, a sale of land is valid regardless of the form it
check in the amount of P33,056,000.00 representing may have been entered into (Claudel vs. Court of Appeals, 199 SCRA 113, 199
payment on the basis of P1,000.00/sq. m. for the [1991]). The fact that the deed of sale still had to be signed and notarized does not
property, sir. mean that no contract was perfected. If the law requires a document or special legal
form, the contracting parties may require each other to observe the formality after the
contract is perfected.
Q.Did you accept the check?
If there had been a formal deed of sale in this case, there is no need to even discuss
A.It was Mr. Albano who is responsible for that and he did not the Statute of Frauds. Precisely because Article 1403 of the Civil Code requires a
accept the check for the same reason we are no longer "note or memorandum thereof" and mentions "secondary evidence of its contents,"
authorized to handle the transaction and he also said to the Statute of Frauds becomes material. Taking all of the documents in this case
present the check to the officer who is now authorized together, there can be no doubt that the requirement of a note or memorandum of the
to handle the transaction, sir. sale is more than met. This issue is more fully discussed in pages 14 to 17 of our
December 1, 1995 decision.
(tsn, Dec. 3, 1990 [A.M.], pp. 28-29.)
Equally significant is the fact that Limketkai's witnesses were cross-examined at
Private respondents' case primarily depends upon Exhibits "E", "F", "G" "H", and "I". length by respondents' counsels on the perfection of the contract, the purchase price,
The separate opinions of Justices Davide and Francisco gave credence to the tender of full cash payment, and other facts which respondents-movants now
claim must be stricken out unless fully documented in writing. Even assuming for The chain or circumstances in this case shows that the participants acted in the
purposes of argument that the perfected contract infringes the Statute of Frauds, in natural order of things and that the sale to Limketkai was not only perfected but
Abrenica vs. Gonda (34 Phil. 379 [1916]), this Court ruled that the questioned appears regular and aboveboard.
contract is ratified when the defense fails to object or asks questions on cross-
examination. As decided in Abrenica and later cases such as Talosig vs. Vda. de The resolution of the instant motions for reconsideration hinges on the credibility of
Nieba (43 SCRA 472 [1972]), assuming that parol evidence was initially inadmissible, witnesses and the weight to be given to the documentary and other pieces of
the same became competent and admissible because of the cross-examination. The evidence. The observations and conclusions of the trial judge who directly heard the
cross-examination on the contract is deemed a waiver of the defense of the statute of witnesses and who personally presided over the presentation and offer of other
frauds (Vitug, Compendium of Civil Law and Jurisprudence, 1993 Revised Edition, p. evidence, especially as to the credibility of witnesses for both sides, is significant in
563). this regard.

There is no reason to doubt the aptness of the documents and the reliable nature of I find respondents' criticisms of the trial court and their skepticism of this Court's
the testimony, especially the answers during cross-examination, showing a meeting statements not only totally unfounded but also tastelessly disdainful. A losing litigant
of the minds of buyer and seller as to the subject matter of the contract and the cause in a case where both the evidence and the law are clearly against its position cannot,
of the obligation. after a decision has been rendered, get a reversal through such tactics. The motions
must be resolved on their merits.
Regarding the buyer-in-good-faith arguments of NBS, perhaps all that needs to be
said is that it is readily seen that any person who buys property under litigation which I, therefore, vote to deny the two motions for reconsideration.
is covered by a notice of lis pendens subjects himself to the outcome of the litigation.
Respondents try to explain the allegedly true nature of the petitioner's so-called
badges of fraud — BPI dealing directly through top executives with an influential
buyer when the lot was supposed to be sold through brokers; there were personal,
family, and business relationships between BPI Senior Vice-President Edmundo
Barcelon and NBS President Alfredo Ramos; NBS offered Limketkai a big amount
through broker George Feliciano to drop the case and to lift the notice of lis pendens;
the vendor did not guarantee its title to the land and the right of the buyer to proceed
against the seller if the latter sold property no longer owned by it and instead had the
buyer guaranteeing its own purchase; and NBS's construction on the property was
characterized by easy portability. The explanations are far from convincing. The
confluence of all these factors shows that there was indeed collusion between a top
BPI executive and the NBS president whose relationship was such that BPI was
willing to renege on its obligations and rescind a perfected contract with an earlier
buyer. Of course, seller BPI was protected because buyer NBS assumed all risks.

NBS refutes the arguments of Limketkai on the temporary nature and easy portability
of its construction on valuable real estate. It states that the building was destroyed by
fire. Whether or not the temporary nature of the building may still be proved, the
record shows that NBS was acting in bad faith in trying to buy property which was
earlier sold to another buyer and buying it inspite of notice of lis pendens. BPI Vice-
President Barcelon and NBS President Ramos also gave conflicting testimony on
similar points. Ramos strongly denied friendship or even acquaintanceship with
Barcelon. He denied even discussing with Barcelon his desire to buy the property.
Barcelon, in turn, admitted his friendship with Ramos, a valued BPI client, and their
taking lunch together at which time the sale to NBS was discussed. There was no
reason for Ramos to deny the friendship or their discussion of the sale even as
Barcelon was innocently contradicting him, unless the witness wanted to hide his bad
faith from the trial court.

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