Basic Sales Law

SALES LAW
by:
ATTY. RHANDELL ALVIN B. MATULOY
A.B., LL.B,CPV, PIArb, PREB, PREA
attyrhandell@gmail.com
09178493738
OBLIGATION
A juridical necessity to
give, to do, or not to do
(Article 1156), one
impressed with the
character of enforceability.
2 Intellectual Property of Atty. Rhandell Alvin B. Matuloy
CONTRACT
A MEETING OF MINDS
between two persons whereby
one binds himself, with
respect to the other, to give
something or to render some
service (Art. 1305, NCC).


STAGES OF A CONTRACT
PARTS OF A CONTRACT
1. TITLE
2. PARTY/IES
3. BODY
a. Object
b. Consideration (price)
c. Other terms and conditions, if any
d. Signature
FORMALITIES
Written
Notarized (Public
Document)
Registration
STAGE 1: NEGOTIATION
TWO WAYS OF NEGOTIATING
1. DIRECT
NEGOTIATION
2. HIRING A LICENSED
REAL ESTATE BROKER
OR SALESPERSON
(AGENCY)
FORM OF CONTRACTS
CONTRACTS THAT MUST BE IN
WRITING
GENERAL RULE: Contracts
shall be obligatory, in
whatever form they may
have been entered into,
provided all the essential
requisites for their validity
are present.
EXCEPTIONS:
When the law requires that a
contract be in some form in order
that it may be valid
contract be in some form in order
that it may be enforceable
contract be in some form for
mere convenience
FOR VALIDITY
CONTRACT WHICH MUST APPEAR
IN WRITING TO BE VALID
-IN A SALE OF A PIECE OF LAND OR

ANY INTEREST THEREIN THROUGH
AN AGENT (ART. 1874), THE
AUTHORITY OF THE AGENT MUST
BE IN WRITING
-
FOR ENFORCEABILITY
Sales Agreements within the
scope of the Statute of
Frauds (EXCLUSIVE LIST, ART.
1402 (2) CIVIL CODE):
1. Agreement for the sale of
goods, etc. at a price not less
than P500.00
2. Agreements for the sale of
real property or interest therein
NOTES:
The contracts/agreements under
the Statute of Frauds require that
the same be evidenced by some
note, memorandum or writing,
subscribed by the party charged or
by his agent, otherwise, the said
contracts shall be unenforceable.
The statute of frauds applies only
to executory contracts, not to
those that are partially or
completely fulfilled.
EFFECT OF NON-COMPLIANCE
WITH THE STATUTE OF FRAUDS
THE FORM REQUIRED IS FOR
EVIDENTIARY PURPOSE ONLY. IT
SIMPLY PROVIDES A METHOD BY
WHICH THE CONTRACTS ENUMERATED
THEREIN MAY BE PROVED. HENCE IF
THE PARTIES PERMIT A CONTRACT TO
BE PROVED, WTHOUT ANY OBJECTION,
IT IS THEN AS BINDING AS IF THE
STATUTE HAS BEEN COMPLIED WITH.
FOR CONVENIENCE OF THE
PARTIES
The following must appear in a public document:
Acts and contracts which have for their object
the creation, transmission, modification or
extinguishment of real rights over immovable
property; sales of real property or of an
interest therein a governed by Articles 1403,
No. 2, and 1405;
All other contracts where the amount
involved exceeds five hundred pesos must
appear in writing, even a private one. But
sales of goods, chattels or things in action
are governed by Articles, 1403, No. 2 and
1405. (Art. 1358. CC)
RA 8792 (E- COMMERCE
ACT)
 provides that the formal
requirements to make contracts
effective as against third persons
and to establish the existence of a
contract are deemed complied
with provided that the electronic
document is unaltered and can be
authenticated as to be usable for
future reference.
FACSIMILE TRANMISSION NOT AN
ELECTRONIC DOCUMENT
We, therefore, conclude that the terms
"electronic data message" and "electronic
document," as defined under the Electronic
Commerce Act of 2000, do not include a
facsimile transmission. Accordingly, a
facsimile transmission cannot be considered
as electronic evidence. It is not the
functional equivalent of an original
under the Best Evidence Rule and is not
admissible as electronic evidence. (MCC
INDUSTRIAL SALES CORPORATION, vs.
SSANGYONG CORPORATION)
REFORMATION OF INSTRUMENTS
Requisites:
meeting of the minds to the contract
true intention is not expressed in
the instrument by reason of mistake,
accident, relative simulation, fraud,
or inequitable conduct
clear and convincing proof of
mistake, accident, relative
simulation, fraud, or inequitable
conduct
Instances when there can be no
reformation:
Simple unconditional donations inter
vivos;
Wills;
When the agreement is void;

NOTE:
When one of the parties has brought an
action to enforce the instrument, no
subsequent reformation can be asked.
DEFECTIVE CONTRACTS
VOID VOIDABLE RESCISSIBLE UNENFORCEABLE
Defect is Defect is Defect is Defect is caused

caused caused by caused by by lack of form,
by lack vice of injury/ authority, or
of consent damage capacity of both
essential either to parties not
elements one of the cured by
or parties of prescription
illegality to a 3rd
Intellectual Property of Atty. Rhandell Alvin B.
21 Matuloy person
TITLE OF THE CONTRACT
“CONTRACT OF SALE”
“CONTRACT OF LEASE”
“DEED OF REAL ESTATE MORTGAGE”
“DEED OF DONATION”
ANIMUS: THE INTENTION
Art. 1370. If the terms of a contract
are clear and leave no doubt upon
the intention of the contracting
parties, the literal meaning of its
stipulations shall control.
If the words appear to be contrary
to the evident intention of the
parties, the latter shall prevail over
the former.
PEOPLE'S INDUSTRIAL AND COMMERCIAL
CORPORATION vs COURT OF APPEALS and MAR-
ICK INVESTMENT CORPORATION
In addition, the title of a contract

does not necessarily determine
its true nature. Hence, the fact
that the document under
discussion is entitled
"Exclusive Option to
Purchase" is not controlling
where the text thereof shows
that it is a contract to sell.
Art. 1371. In order to
judge the intention of the
contracting parties, their
contemporaneous and
subsequent acts shall be
principally considered.
(1282)
NOMINATE CONTRACTS
Contracts named by the law

SALE
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
therefore a price certain in money or its
equivalent. (Art. 1456, NCC).


BARTER –personal property
EXCHANGE- real property
contract whereby one of the parties binds himself
to give one thing in consideration of the other's
promise to give another thing.
NOTE: The only point difference between
contract of sale and barter (exchage) is in the
element which is present in sale but not in barter,
namely: price certain in money or its equivalent


DATION IN PAYMENT
or DACION EN PAGO
Delivery and transmission of
ownership of a thing by the
debtor to the creditor as an
accepted equivalent of the
performance of the obligation.

SALES CONTRACTS

SALES CONTRACTS

SALES CONTRACTS
Conditional Sale Contract to Sell

SALES CONTRACTS

SALES CONTRACTS

PACTUM RESERVATI DOMINII
Also known as contractual reservation of title

a stipulation, usually in sales by installment,
whereby, despite delivery of the property sold,
ownership remains with the seller until full
payment of the price is made.
35 EXCEL
PARTIES TO A CONTRACT
CITIZENSHIP
CAPACITY TO BUY OR SELL REAL PROPERTIES
As a rule, all persons, natural or juridical, who are

authorized by the Constitution to own lands (Art. XIV)
and by the New Civil Code to obligate (Art. 1469), may
buy or sell real estate.
Only Filipino citizens or corporation at least sixty (60%)
per centum of the capital of which is owned by Filipino
citizens can acquire land in the Philippines.

NATURAL PHILIPPINE CITIZENS
Citizens of the Philippines at the time of the adoption

of the 1987 Constitution (1987 Constitution)
Those whose fathers or mothers are citizens of the
Philippines (1987 Constitution)
Those born before January 17, 1973, of Filipino
mothers, who elect Philippine citizenship upon
reaching the age of majority; (1987 Constitution)
Those who are naturalized in accordance with law
pursuant to Commonwealth Act No. 473 or the
Revised Naturalization Law (1987 Constitution)

Those who acquired dual citizenship (R.A. 9225,
Citizenship Retention and Reacquisition Act)
- the law declares that natural-born citizens of the
Philippines who become citizens of another country shall
be deemed not to have lost their Philippine citizenship.
- RA 9225 does not apply to dual citizens, i.e., those who
have both Philippine as well as foreign citizenship not
acquired through naturalization
- Re-acquired or retained by taking an oath of allegiance


Those who acquired derivative
citizenship (R.A. 9225)
Citizens of the Philippines who marry
aliens but have not renounced their
Philippine citizenship. (1987
Constitution)

Natural-born citizens – those who from birth do not
have to perform any act to acquire or perfect their
Philippine citizenship
Derivative citizens – the unmarried child, whether
legitimate or illegitimate or adopted, below eighteen
(18) years of age, of those who re-acquire Philippine
citizenship pursuant to RA 9225.
NOTE: Filipino citizen, who acquires citizenship of
another country, can retain ownership of land
acquired by him prior to his change of citizenship.

JURIDICAL PHILIPPINE CITIZENS (R.A.
7042 as amended by RA 8179 or
the Foreign Investments Act)
Domestic Partnerships or associations are

citizens of the Philippines if they are wholly
owned by citizens of the Philippines
Corporations at least 60% of the capital stock is
owned and held by citizens of the Philippines.

Corporations organized and registered abroad,
100% of the capital stock is wholly owned by
Filipinos.
Corporations and their non-Filipino stockholders
own stocks in a Securities and Exchange
Commission registered enterprise, at least 60%
of the capital of each of the both corporations
are owned by citizens of the Philippines.

EXCEPTION: INSTANCES WHEN
FOREIGNERS MAY PURCHASE
REAL PROPERTY (PRIVATE
LANDS)
1. natural born citizen of the Philippines who has lost his

who has lost his citizenship subject to limitations provided
by law:
For residential purpose - 1,000 square meters of urban
land or one (1) hectare of rural land (BP 185)
For business or other purpose - 5,000 square meters of urban land or three
hectares of rural land. "Business or other purpose" refers to the use of the
land primarily, directly and actually in the conduct of business or commercial
activities in the broad areas of agriculture, industry and services, including
the lease of land, but excluding the buying or selling thereof."

2. through hereditary succession particularly intestate
succession
3. foreign sovereign for purposes of creation and
maintenance of its diplomatic mission
4. foreign condominium unit owners and members of
condominium corporation owning not more than 40%
interest
5. foreign condominium unit owners in a condominium
corporation who are holders of Special Resident Retirees
Visa under the Philippine Retirement Authority are
allowed to more than 40% interest or up to100% interest
in a condominium project or townhouse.
LIMIT IN OWNERSHIP

LEGAL AGE
INCAPABLE OF GIVING
CONSENT TO A CONTRACT
(legal incapacity)
minors ( below 18 )
insane unless acted in lucid interval
deaf mute who can’t read or write
persons specially disqualified: civil interdiction
in state of drunkenness
in state of hypnotic spelL
NOTE: Curable by CONFIRMATION
UNENFORCEABLE
Both parties incapable of giving consent -2
minor or 2 insane persons
Note: Curable by ACKNOWLEDGEMENT

STATUS
Persons who cannot acquire by purchase because of
fiduciary relationship
GUARDIAN – the property of the person or
persons who may be under his guardianship
AGENTS – the property whose administration
or sale may have been entrusted to them,
unless the consent of the principal has been
given
EXECUTORS and ADMINISTRATORS – the
property of the estate under administration
STATUS OF CONTRACTS ENTERED BY THESE
TRUSTED PERSONS- VOIDABLE
Persons who cannot acquire by purchase because of
fiduciary relationship
 PUBLIC OFFICERS and EMPLOYEES – the property of the State or of any
subdivision thereof, or of any government owned or controlled corporation
or institution, the administration of which has been entrusted to them; this
provision shall apply to judges and government experts who, in any manner
whatsoever take part in the sale
 JUSTICES, JUDGES, PROSECUTING ATTORNEYS, CLERKS OF SUPERIOR AND
INFERIOR COURTS, AND OTHER OFFICERS and EMPLOYEES CONNECTED with
the administration of justice – the property and rights in litigation or levied
upon an execution before the court within whose jurisdiction or territory
they exercise their respective functions
STATUS OF CONTRACTS EXECUTED BY THESE PUBLIC OFFICIALS - VOID
 ANY OTHERS disqualified by law.
CAPACITY TO BUY OR SELL REAL PROPERTIES

MARITAL CONSENT IN DEED OF SALE
Marital consent is required –

when the property relations between the
spouses is one of absolute community; or
when the property relations between the
spouses is one of conjugal partnership and the
property involved was acquired by onerous
title during the marriage at the expense of the
common fund.
Effect of NO CONSENT
(Art. 96, Art. 124, FC)
If one spouse acts without the written consent of the other
or without court authority, the disposition or encumbrance
shall be VOID.
Period to file questioning transaction by a spouse:
- Imprescriptible

MARRIAGE CONTRACT
special contract of
permanent union between a
man and a woman entered into
in accordance with law for the
establishment of conjugal and
family life. Its nature,
consequences and incidents
are fixed by law and cannot
rearranged from San Beda Law Memory Aid
DONATION BY REASON OF
MARRIAGE
“DONATION PROPTER
NUPTIAS”
Requisites:
* made before celebration
of marriage
* in consideration of
marriage
MARRIAGE SETTLEMENT
* made before celebration of marriage
* in writing (even modifications)
* signed by the parties
* should not prejudice third persons unless

registered in the civil registry
* to fix terms and conditions of their property

relations
additional signatories
- 18-21: parents
- civil interdictees
rearranged &Memory
from San Beda Law disabled:
Aid guardian
SYSTEM OF ABSOLUTE
COMMUNITY
The property regime of

the spouses in the
absence of a marriage
settlement or when the
marriage is void. This is
so because it is more in
keeping with Filipino
COMMUNITY PROPERTY
GENERAL RULE:
- shall consist of all property owned by
the spouses at the time of the
marriage or acquired thereafter.
EXCEPTIONS:
1. property acquired before the
marriage by either spouse who has
legitimate descendants by a former
marriage
2. property for personal and exclusive
use except jewelry
COMMUNITY PROPERTY
3. property acquired during the
marriage by gratuitous title,
except when the donor,
testator or grantor expressly
provides otherwise
NOTE: No waiver of rights
allowed during the marriage
except in case of judicial
separation of property. The

CONJUGAL PARTNERSHIP
OF GAINS
It is that formed by a husband and wife

whereby they place in a common fund the
fruits of their separate property, and the
income from their work or industry, the same
to be divided between them equally (as a
general rule) upon the dissolution of the
marriage or the partnership.

Conjugal Partnership
Property
1.obtained from labor, industry, work or
profession
2. acquired by chance
3.acquired during the marriage with conjugal
funds
4.fruits of the conjugal property
5.acquired through occupation
6.net fruits of their exclusive property
7.share of either spouse in hidden treasure
Exclusive Property Of
Each Spouse:
1.that which is brought to the marriage as his/her

own;
1.acquired during the marriage by gratuitous title;
2.acquired by right of redemption, barter or

exchange with property belonging to either spouse;
3.purchased with exclusive money of either spouse

Rules In Cases Of
Improvement Of Exclusive
Property
Reverse Accession – if the cost of the
improvement and the plus value is more than the
value of the principal property at the time of the
improvement, the property becomes conjugal
Accession – if the cost of the improvement of the

plus value is equal to or less than the value of the
principal property at the time of the improvement,
the entire property becomes the exclusive property
of the spouse.
KINDS OF SEPARATE
PROPERTY
PARAPHERNAL –
EXLUSIVE PROPERTY OF
THE WIFE
CAPITAL –
EXCLUSIVE PROPERTY OF
THE HUSBAND
NOTE
Property bought on installments paid partly from
exclusive funds of the spouses and partly form
conjugal funds:
• If full ownership was vested before the

marriage – it shall belong to the buyer-spouse
•If full ownership was vested during the

marriage
- it shall belong to the conjugal
partnership
Grounds For Termination
Of Absolute Community
and Conjugal Partnership
1.decree of legal separation
2.annulment or declaration of nullity of

marriage
3. death of either spouses
4. judicial separation of property

LEGAL SEPARATION
1. The spouses shall be entitled to live
separately from each other but the
marriage bond is not severed
2. The absolute community or conjugal
partnership shall be dissolved and
liquidated.
1. The offending spouse shall be

disqualified from inheriting from the
innocent spouse by intestate
succession and the provisions in
favor of the offending spouse made
EFFECTS OF LEGAL
SEPARATION
4. The innocent spouse may

revoke the donations made by
him/her in favor of the
offending spouse, as well as
the designation of the latter as
beneficiary in any insurance
policy, even if the
designation be irrevocable.
EFFECTS OF RECONCILIATION
The final decree of legal

separation shall be set
aside, but the separation of
property and any forfeiture
of share of the guilty spouse
already effected shall
subsist, unless the spouses
UNIONS WITHOUT MARRIAGE
ARTICLE 147 ARTICLE 148
1. Without legal 1. With legal
impediment to impediment to
marry marry
2. Adulterous
2. Void marriages relationships
due to absence of 3. Bigamous or
formal requisite polygamous
marriages
4. Incestuous void
marriages under
rearranged from San Beda Law Memory Aid Art. 37
PROPERTY RELATIONS UNDER
147 AND 148
147 148
Property Belongs to such Belongs to

Acquired party provided such party
there is proof that
Exclusively he/she acquired it
by Either by exclusive
Party funds
Property Governed by Owned by them in
Acquired by the rules on co- common in
proportion to their
Both Parties ownership
respective
rearranged from San Beda Law Memory Aid contributions
147 AND 148
147 148
Presumption of joint No presumption of
acquisition and equal joint acquisition.
sharing as to When there is
property acquired evidence of joint
while they live acquisition but none
together. as to the extent of
actual contribution,
there is a
presumption of equal
sharing.
147 AND 148
When only one of the If one of the parties is validly
parties is in good faith, the married to another, his/her
share in the co-ownership shall
share of the party in bad accrue to the absolute
faith in the co-ownership community or conjugal
shall be forfeited: partnership existing in such valid
a. in favor of their common marriage. If the party who acted
children; or in bad faith is not validly married
to another or if both parties are
b. in default of or in caseof in bad faith, such share shall be
waiver by any or all of the forfeited in the manner provided
common children or their in the last paragraph of Article
descendants, in favor of 147.
the innocent party.

CAPACITY TO BUY OR SELL REAL ESTATE
PROPERTIES

SPOUSES ARE JOINT
ADMINISTRATORS
 Significantly, the Family Code has introduced some
changes particularly on the aspect of the administration
of the conjugal partnership. The new law provides that
the administration of the conjugal partnership is now a
joint undertaking of the husband and the wife. In the
event that one spouse is incapacitated or otherwise
unable to participate in the administration of the
conjugal partnership, the other spouse may assume sole
powers of administration. However, the power of
administration does not include the power to dispose or
encumber property belonging to the conjugal
partnership. In all instances, the present law specifically
requires the written consent of the other spouse, or
authority of the court for the disposition or
encumbrance of conjugal partnership property without
which, the disposition or encumbrance shall be void.
(ABALOS VS. DR. MACATANGAY, JR.)
SPOUSE’S RIGHT TO ASSAIL
SALE WITHOUT MARITAL
CONSENT IMPRESCRIPTIBLE
 Consequently, when Tarciano sold the conjugal lot to the
Fuentes spouses on January 11, 1989, the law that governed
the disposal of that lot was already the Family Code. In
contrast to Article 173 of the Civil Code, Article 124 of the
Family Code does not provide a period within which the wife
who gave no consent may assail her husband’s sale of the
real property. It simply provides that without the other
spouse’s written consent or a court order allowing the sale,
the same would be void. Article 124 thus provides:
Art. 124. x x x In the event that one spouse is incapacitated
or otherwise unable to participate in the administration of
the conjugal properties, the other spouse may assume sole
powers of administration. These powers do not include the
powers of disposition or encumbrance which must have the
authority of the court or the written consent of the other
spouse. In the absence of such authority or consent, the
disposition or encumbrance shall be void. x x
 Under the provisions of the Civil Code governing contracts, a
void or inexistent contract has no force and effect from the
very beginning. And this rule applies to contracts that are
declared void by positive provision of law, as in the case of a
sale of conjugal property without the other spouse’s written
consent. A void contract is equivalent to nothing and is
absolutely wanting in civil effects. It cannot be validated either
by ratification or prescription. But, although a void contract has
no legal effects even if no action is taken to set it aside, when
any of its terms have been performed, an action to declare its
inexistence is necessary to allow restitution of what has been
given under it. This action, according to Article 1410 of the Civil
Code does not prescribe. Thus:Art. 1410. The action or defense
for the declaration of the inexistence of a contract does not
prescribe.Here, the Rocas filed an action against the Fuentes
spouses in 1997 for annulment of sale and reconveyance of
the real property that Tarciano sold without their mother’s (his
wife’s) written consent. The passage of time did not erode the
right to bring such an action. (FUENTES VS. ROCA)
 Under the provisions of the Civil Code governing contracts, a void or
inexistent contract has no force and effect from the very beginning.
And this rule applies to contracts that are declared void by positive
provision of law,20 as in the case of a sale of conjugal property
without the other spouse’s written consent. A void contract is
equivalent to nothing and is absolutely wanting in civil effects. It
cannot be validated either by ratification or prescription. 21But,
although a void contract has no legal effects even if no action is
taken to set it aside, when any of its terms have been performed, an
action to declare its inexistence is necessary to allow restitution of
what has been given under it. 22 This action, according to Article 1410
of the Civil Code does not prescribe. Thus:Art. 1410. The action or
defense for the declaration of the inexistence of a contract does not
prescribe.Here, the Rocas filed an action against the Fuentes spouses
in 1997 for annulment of sale and reconveyance of the real property
that Tarciano sold without their mother’s (his wife’s) written consent.
The passage of time did not erode the right to bring such an action.
GENERAL RULE: Disposition or encumbrance
of community or conjugal property is made
without marital consent is VOID applying 124
of the Family Code which took effect on 03
August 1988.
EXCEPTION: When the sale is made before 3

August 1988, the applicable law is Article 173
of the Civil Code and thus VOIDABLE and may
be subject to annulment within 10 years from
the transaction or ratification.
Rule when Real Property
is registered “Juan Dela
Cruz married to Maria
Clara”
In case the marriage is governed by regime of
Conjugal Partnership of Gains: The real
property shall be the exclusive property of the
spouse, the status of being married being
merely descriptive. However, when there is
proof that the real property was acquired
during marriage the presumption in favor of
conjugal partnership shall apply.
In case the marriage is governed by regime of
Absolute Community of Property: The real
property shall be presumed part of the aboslute
community of property. However, if there is proof
that a property is either capital (husband’s) or
paraphernal (wife’s), it will be treated accordingly.
The following are separate property of a spouse:
a. acquired during the marriage by gratuitous title
b. property for personal and exclusive use of
either spouse
c. property of spouse by former marriage who has
legitimate descendants
AUTHORIZATION
TWO KINDS OF AUTHORITY
 POWER OF ATTORNEY
BOARD RESOLUTION
ATTORNEY (SPA)
An instrument in writing by which one

person, as principal, appoints another as
his agent and confers upon him the
authority to perform certain specified
acts or kinds of acts on behalf of the
principal.
NOTE: It need not be notarized; except
where it is executed in a foreign country,
must be certified in accordance with the
Rules of Court.
Instances when death of
principal does not terminate
agency
If the agency has been constituted in the

common interest of the principal and the
agent
If it has been constituted in the interest of a
third person who has accepted the
stipulation in his favor
interest
 An agency wherein the agent has acquired some

interest of his own in the execution of the
authority granted to him, in addition to his mere
interest in the contract of employment with the
resulting gains.
 The agency becomes merely a part of another
obligation or agreement, or an incidental element
thereof so it cannot be unilaterally revoked.
 NOTE: However, in Coleongco vs. Claparals (10
SCRA 577), the SC made a sweeping statement that
coupled with an interest or not, the authority
(agency) can certainly be revoked for a just cause.
AUTHORITY TO SELL REAL
PROPERTIES
 Article 1874 of the Civil Code explicitly requires a written
authority before an agent can sell an immovable property.
Based on a review of the records, there is absolutely no
proof of respondent’s written authority to sell the lot to
petitioners. In fact, during the pre-trial conference,
petitioners admitted that at the time of the negotiation for
the sale of the lot, petitioners were of the belief that
respondent was the owner of lot. Petitioners only knew that
Revelen was the owner of the lot during the hearing of this
case. Consequently, the sale of the lot by respondent who
did not have a written authority from Revelen is void. A void
contract produces no effect either against or in favor of
anyone and cannot be ratified. A special power of attorney
is also necessary to enter into any contract by which the
ownership of an immovable is transmitted or acquired for a
valuable consideration. Without an authority in writing,
respondent cannot validly sell the lot to petitioners. Hence,
any “sale” in favor of the petitioners is void.(SPOUSES
ALCANTARA VS. NIDO)
SIGNING IN CAPACITY AS HEIRS
SUCCESSION
A mode of acquisition by virtue of which
the property, rights and obligations to
the extent of the value of the
inheritance, of a person are transmitted
through his death to another or others
either by his will or by operation of law.

ELEMENTS OF SUCCESSION
I. DECEDENT (subjective element)
II. SUCCESSORS (subjective element)
1. Heirs - those who are called to the whole or to an aliquot

portion of the inheritance either by will or by operation of
law
Voluntary – those instituted by the testator in his will, to
succeed to the inheritance or the portion thereof of
which the testator can freely dispose.
Compulsory or Forced – those who succeed by force of

law to some portion of the inheritance, in an amount
predetermined by law, known as the legitime.
ELEMENTS OF SUCCESSION
Legal or Intestate – those who succeed to the estate of
the decedent who dies without a valid will, or to the
portion of such estate not disposed of by will.
2. Devisees or legatees - persons to whom gifts of real or

personal property are respectively given by virtue of a will
DEATH OF THE DECEDENT (casual element)
INHERITANCE (objective element);

KINDS OF SUCCESSION
1.Testamentary or Testacy (by will);
1.Legal or intestacy (by operation of law

based on the decedent’s presumed will);
2.Mixed (Partly Testamentary and Legal);

and
1.Partition inter vivos (to a certain degree).

TESTAMENTARY
SUCCESSION
WILL - an act whereby a person is
permitted, with the formalities prescribed by
law, to control to a certain degree the
disposition of his estate to take effect after
his death
Kinds of Wills:
Notarial or ordinary – notarized and with special

formalities prescribed by law
Holographic – written, dated, and signed by hand

SPECIAL FORMALITIES OF A
NOTARIAL WILL
SUBSCRIPTION refers to the manual act of testator and
also of his instrumental witnesses of affixing their signature
to the instrument.
ATTESTATION consists in the act of witnesses of

witnessing the execution of the will in order to see and take
note mentally that such will has been executed in
accordance with requirements prescribed by law.
MARGINAL SIGNATURES – affixed by the testator or the

person requested by him to write his name and the
instrumental witnesses of the will on each and every page
thereof, except the last, on the left margin;
SPECIAL FORMALITIES OF A
NOTARIAL WILL
PAGE NUMBERINGS – Written correlatively
in letters placed on the upper part of each
page;
ACKNOWLEDGMENT – Done before a

notary public by the testator and the
instrumental witnesses.

HOLOGRAPHIC WILL
entirely written by the hand of the

testator;
entirely dated by the hand of the

testator; and
entirely signed by the hand of the

testator.
TERMINOLOGIES
PROBATE - A special proceeding mandatorily required for
the purpose of establishing the validity of a will.
PRETERITION - Omission in the testator’s will of one,

some, or all of the compulsory heirs in the direct line,
whether living at the time of the execution of the will or born
after the death of the testator.
LEGITIME - That part of the testator’s property which he

cannot dispose of because the law has reserved it for
certain heirs who are, therefore, called compulsory heirs.

COMPULSORY HEIRS
If the testator is a LEGITIMATE If the testator is an ILLEGITIMATE
person person
1.Legitimate children and 1.Legitimate children and

descendants (LCD) descendants (LCD)
2.In default of the foregoing, 2.Illegitimate children and

legitimate parents and ascendants descendants (ICD)
(LPA)
3.Surviving spouse (SS) 3.In default of the foregoing,

illegitimate parents only (IP)
4.Illegitimate children and 4.Surviving spouse (SS)

descendants (ICD)
KINDS OF COMPULSORY
HEIRS
Primary – those who have precedence
over and exclude other CH. E.g. LCD.
Secondary – those who succeed only

in the absence of the primary CH. E.g.
LPA or IP.
Concurring – those who succeed

together with the primary or secondary
CH. E.g. ICD and SS.
LEGITIME AND FREE PORTION
One half of the estate is always reserved
for the primary or secondary compulsory
heirs. The other half is what is termed under
the NCC as the “free portion” from which
the legitime of the concurring compulsory
heirs are taken. This “free portion” is
different from the “disposable free portio
n” over which the testator has testamentary
control. The “disposable free portion” is that
which remains after the legitime has been
covered.
ABSOLUTE
COMMUNITY/CONJUGAL
PARTNERSHIP

LEGAL OR INTESTATE
SUCCESSION
That which is effected by operation of law in the
absence or default of a will.
•Affidavit of Self-adjudication –
the document
executed when the deceased registered owner
is survived as a sole heir, the estate of the
former maybe transferred to a latter with the
execution of a document is known as; otherwise
EXTRAJUDICIAL OR JUDICIAL SETTLEMENT
OF ESTATE
SEC 4 RULE 74 OF THE
RULES OF COURT
. . . SUCH BOND AND SUCH REAL ESTATE SHALL
REMAIN CHARGED WITH A LIABILITY TO CREDITORS,
HEIRS, OR OTHER PERSONS FOR THE FULL PERIOD
OF TWO YEARS AFTER SUCH DISTRIBUTION,
NOTWITHSTANDING ANY TRANSFERS OF REAL
ESTATE THAT MAY HAVE BEEN MADE. . .
NOTE:
The two year lien upon the real property distributed by
extrjudicial or summary settlement shall be annotated on
the title issued to the distributees and after 2 years will be
cancelled by the Register of Deeds without need of court
order
ORDER OF INTESTATE
SUCCESSION
REGULAR ORDER OF SUCCESSION
(Decedent is a legitimate person):
1.Legitimate children or descendants (LCD)
2.Legitimate parents or ascendants (LPA)
3.Illegitimate children or descendants (ICD)
4.Surviving spouse (SS)
5.Brothers and sisters, nephews and nieces
(BS/NN)
6.Other collateral relatives within the 5 th
degree (C5)
7.State (ESCHEAT)
ORDER OF INTESTATE OF
SUCCESSION
IRREGULAR ORDER OF SUCCESSION
(Decedent is an illegitimate person):
1.Legitimate children or descendants (LCD)

2.Illegitimate children or descendants (ICD)
3.Illegitimate parents (IP)
4.Surviving spouse (SS)
5.Brothers and sisters, nephews and nieces
(BS/NN)
6.State (ESCHEAT)
REVILLA LAW
R.A. No. 9255
An Act Allowing Illegitimate Children to use the surname of
their Father, amending for the purpose Article 176 of EO No.
209, otherwise known as the "FAMILY CODE OF THE
PHILIPPINES":
Approved February 24, 2004
Illegitimate children may use the surname of their father

if:
their filiation has been expressly recognized by the father
through the record of birth appearing in the civil register, or
when an admission in a public document or private
handwritten instrument is made by the father
BODY OF THE CONTRACT
CIVIL CODE PROVISIONS ON

INTERPRETATION OF CONTRACTS
Art. 1376.The usage or custom of
the place shall be borne in mind in
the interpretation of the
ambiguities of a contract, and shall
fill the omission of stipulations
which are ordinarily established.
(1287)
Art. 1377. The
interpretation of obscure
words or stipulations in a
contract shall not favor
the party who caused the
obscurity. (1288)
Art. 1378. When it is absolutely impossible to
settle doubts by the rules established in the
preceding articles, and the doubts refer to
incidental circumstances of a gratuitous contract,
the least transmission of rights and interests shall
prevail. If the contract is onerous, the doubt shall
be settled in favor of the greatest reciprocity of
interests.
If the doubts are cast upon the principal object of
the contract in such a way that it cannot be known
what may have been the intention or will of the
parties, the contract shall be null and void. (1289)
Thus, in the early case of Olino v. Medina, 1909,
Olino filed a complaint against Medina to recover a
parcel of Riceland which he alleged to have
mortgaged for P175.00 and which Medina refused
to return on the ground that the latter allegedly
bought the property. In deciding the conflict of
allegations between the parties, this Court,
through Justice Florentino Flores, considered the
transaction over the property as a loan, reasoning
that "such contract involves a smaller transmission
of rights and interests, and the debtor does not
surrender all rights to his property but simply
confers upon the creditor the right to collect what
is owing from the value of the ting given as
security, there existing between the parties a
greater reciprocity of rights and obligations."
BODY OF SALES CONTRACT
RULE IN CASE AREA IS DIFFERENT FROM THAT
STATED IN THE CONTRACT (Art. 1539, 1540 and 1542, NCC)
If the sale is for a lump sum (A Cuerpo Cierto), there shall
be no increase or decrease of the price, although there be
a greater or lesser area than that stated in the contract.
If the sale be made with a statement of its area at the rate
of a certain price per square meter, the VENDEE may:
a) If the area is bigger, choose to:
- accept the area included in the contract and reject the
excess; or
- accept the whole area, but must pay for the excess
area at the contract rate.
RULE IN CASE AREA IS DIFFERENT FROM
THAT STATED IN THE CONTRACT (Art. 1539,
1540 and 1542, NCC)
b) If the area is smaller, choose to:
1. have a proportional reduction of the price;
or
2. rescind contract, provided:
- that the lack in area be not less than 10% of that in
the contract; or
- that he would not have bought the land had he
known of its smaller area.
REQUIREMENT AS WHAT MAY BE
ACQUIRED OR POSSESSED
NATURAL PERSONS – under the Constitution,

the area of alienable lands of the public domain
that may be acquired is limited to not more
than twelve (12) hectares thereof, by purchase,
homestead, or grant. They may only lease
alienable lands of the public domain of not
more than five hundred hectares. Once, the
public domain is converted to private land,
then the limitation does not apply.

PRIVATE JURIDICAL PERSONS – under the
Constitution, private corporations and associations
may not hold alienable lands of the public domain
except by lease, for a period not exceeding
twenty-five years, renewable for not more than
twenty-five years, and not to exceed one
thousand hectares in area. Once, the public
domain is converted to private land, then the
limitation does not apply.


PRICE OR CONSIDERATION
The sum stipulated as the equivalent of

the thing sold and also every incident
taken into consideration for the fixing of
the price, put to the debit of the vendee
and agreed to by him.


REQUISITES
Certainty or ascertainable at the time of
perfection
Real, not fictitious
In some cases, must not be grossly inferior
to the value of the thing sold.
Paid in money or its equivalent

CONSIDERATION
Earnest money (ARRAS) Option money

1. Title passes to the buyer upon 1. Ownership is reserved to the
delivery of the thing sold seller and is not to pass until full
payment
2. In case of non-payment, an 2. In case of non-payment, there
action for specific performance or can be action for specific
for rescission can be filed by the performance
injured party
3. Money given as a distinct
3. Part of the purchase price consideration for an option contract

CONSIDERATION
Earnest money Option money
4. When given, the buyer is 4. The would-be buyer is not

bound to pay the balance required to buy
5. Given when there is 5. Applies to a sale not yet

already a sale perfected

OBLIGATIONS OF THE VENDOR
1. The vendor is bound to transfer the ownership of, and deliver,
as well as warrant, the thing which is the object of the sale
(Art. 1495, NCC).
2. Unless a contrary intention appears, the sale carries (Art. 1547,
NCC):
a. an implied warranty on the part of the seller that he has a right
to sell the thing at the time when the ownership is to pass, and
that the buyer shall, from that time, have and enjoy the legal and
peaceful possession of the property; and


OBLIGATIONS OF THE VENDOR
b. an implied warranty that the thing shall

be free from any hidden faults or defects,
or any charge or encumbrance not
declared or unknown to the buyer
OBLIGATIONS OF THE VENDEE
The Vendee is bound to accept delivery of the

property sold at the time and place stipulated
in the contract; and
The Vendee is bound to pay the price of the
property sold at the time and place stipulated
in the contract.

EARNEST MONEY IN CONTRACT
TO SELL
 It is true that Article 1482 of the Civil Code provides that
“[W]henever earnest money is given in a contract of sale, it shall
be considered as part of the price and proof of the perfection of
the contract.” However, this article speaks of earnest money
given in a contract of sale. In this case, the earnest money
was given in a contract to sell. The Receipt evidencing the
contract to sell stipulates that the earnest money is a
forfeitable deposit, to be forfeited if the sale is not
consummated should Chua fail to pay the balance of the
purchase price. The earnest money forms part of the
consideration only if the sale is consummated upon full
payment of the purchase price. If there is a contract of
sale, Valdes-Choy should have the right to compel Chua to
pay the balance of the purchase price. Chua, however, has
the right to walk away from the transaction, with no
obligation to pay the balance, although he will forfeit the
earnest money. Clearly, there is no contract of sale. The
earnest money was given in a contract to sell, and thus
Article 1482, which speaks of a contract of sale, is not
applicable. (TOMAS K. CHUA vs. COURT OF APPEALS)
Right of First Refusal
It is a right of first priority all things and
conditions being equal; there should be
identity of the terms and conditions to
be offered to the optionee and all other
prospective buyers, with optionee to
enjoy the right of first priority.
PURCHASE OF THE LEASED PROPERTY
GENERAL RULE: Purchaser of thing leased can terminate
lease.
EXCEPTIONS:
lease is recorded in Registry of Property
there is stipulation in the contract of sale that purchaser
shall respect the lease
purchaser knows the existence of the lease
sale is fictitious
sale is made with right of repurchase

WHEN CONTRACT SHALL BE PRESUMED
TO BE AN "EQUITABLE MORTGAGE”

When the price of sale with right to repurchase is usually
inadequate.
When the vendor remains in possession as lessee or
otherwise.
When, upon or after the expiration of the right to
repurchase, another instrument extending the period of
redemption or granting a new period is executed.
When the purchaser retains for himself to pay a part of the
purchase price.
WHEN CONTRACT SHALL BE PRESUMED TO BE
AN "EQUITABLE MORTGAGE”
When the vendor binds himself to pay the realty taxes on the
property sold.
In any other case where it may be fairly inferred that the real
intention of the parties is that the transaction shall secure the
payment of a debt or the performance of any other obligation.
When there is doubt as to whether the contract is a contract of
sale with right to repurchase (pacto de retro) or an equitable
mortgage (Art. 1602, 1603).

PERFECTION OF SALE
Sale is a CONSENSUAL CONTRACT
It is perfected at the moment there is meeting of
the minds upon a determinate thing (object), and
a certain price (consideration), even if neither is
delivered.
In case of default:
A choice between rescission and fulfillment,
with damages in either case
NOTARIZATION
NATURE AND EFFECT OF
NOTARIZATION
The notarization of a document carries
considerable legal effect. Notarization of a private
document converts such document into a public
one, and renders it admissible in court without
further proof of its authenticity.40 Thus, notarization
is not an empty routine; to the contrary, it engages
public interest in a substantial degree and the
protection of that interest requires preventing
those who are not qualified or authorized to act as
notaries public from imposing upon the public and
the courts and administrative offices generally.
(TIGNO VS. SPOUSES AQUINO)
 True enough, from a civil law perspective, the absence of
notarization of the Deed of Sale would not necessarily
invalidate the transaction evidenced therein. Article 1358
of the Civil Code requires that the form of a contract that
transmits or extinguishes real rights over immovable
property should be in a public document, yet it is also an
accepted rule that the failure to observe the proper form
does not render the transaction invalid. Thus, it has been
uniformly held that the form required in Article 1358 is
not essential to the validity or enforceability of the
transaction, but required merely for convenience.We
have even affirmed that a sale of real property though
not consigned in a public instrument or formal writing, is
nevertheless valid and binding among the parties, for the
time-honored rule is that even a verbal contract of sale
or real estate produces legal effects between the parties.
(TIGNO VS. SPOUSES AQUINO)
CONVENIENCE VS
CONSEQENCES
 Court in Dela Cruz-Sillano v. Pangan:
The Court is aware of the practice of not a few lawyers
commissioned as notary public to authenticate documents
without requiring the physical presence of affiants.
However, the adverse consequences of this practice far
outweigh whatever convenience is afforded to the absent
affiants. Doing away with the essential requirement of
physical presence of the affiant does not take into account
the likelihood that the documents may be spurious or that
the affiants may not be who they purport to be. A notary
public should not notarize a document unless the persons
who signed the same are the very same persons who
executed and personally appeared before him to attest to
the contents and truth of what are stated therein. The
purpose of this requirement is to enable the notary public
to verify the genuineness of the signature of the
acknowledging party and to ascertain that the document
is the party’s free act and deed.
ACKNOWLEDGMENT
An acknowledgment is the act of one who
has executed a deed in going before some
competent officer or court and declaring it
to be his act or deed. It involves an extra
step undertaken whereby the signor
actually declares to the notary that the
executor of a document has attested to the
notary that the same is his/her own free act
and deed.
JURAT
part of an affidavit in which the notary
certifies that before him/her, the document
was subscribed and sworn to by the
executor. Ordinarily, the language of the
jurat should avow that the document was
subscribed and sworn to before the notary
public.
LAST STAGE: CONSUMMATION
CONSUMMATED CONTRACT OF
SALE

R.A. No. 6552 or Maceda Law
“Realty Installment Buyer Protection Act”

transactions or contracts involving the sale OR
financing of real estate on installment payments,
including residential condominium apartments;
and
buyer defaults in payment of succeeding
installments.
Rights of the buyer:
If Buyer has paid at least two (2) years of installments

I. The buyer must pay, without additional interest, the
unpaid installments due within the total grace period
earned by him. There shall be one (1) month grace
period for every one (1) year of installment payments
made.
NOTE:
This right shall be exercised by the buyer ONLY once in every
5 years of the life of the contract AND its extensions.

Rights of the Buyer
NOTE:
Actual cancellation can only take place after 30 days from
receipt by the buyer of the notice of cancellation OR demand for
rescission by a notarial act AND upon full payment of the cash
surrender value to the buyer (Olympia Housing vs. Panasiatic, 16 January 2003.)
NOTE:
The seller shall refund to the buyer the cash surrender value of
the payments on the property equivalent to 50% of the total
payments made. After five (5) years of installments, there shall
be an additional 5% every year but not to exceed 90% of the
total payments made

Rights of the Buyer
III. The buyer shall have the right to sell his rights or
assign the same to another person OR to reinstate the
contract by updating the account during the grace
period and before actual cancellation of the contract.
IV. The buyer shall have the right to pay in advance any
installment or the full unpaid balance of the purchase
price any time without interest and to have such full
payment of the purchase price annotated in the
certificate of title covering the property.

Rights of the Buyer:
If Buyer has paid less than 2 years of installments

1. The seller shall give the buyer a grace period of NOT less
than 60 days from the date the installment became due.
If the buyer fails to pay the installments due at the
expiration of the grace period, the seller may cancel the
contract after 30 days from receipt by the buyer of the
notice of cancellation or the demand for rescission of
contract by a notarial act.
2. Same as No. 2 and 3 above

PERTINENT PROVISIONS OF PD 957 (SUBDIVISION AND
CONDOMINIUM BUYERS’ PROTECTIVE DECREE)
ON INSTALLMENT PAYMENTS
Section 23. Non-Forfeiture of Payments. No installment

payment made by a buyer in a subdivision or condominium
project for the lot or unit he contracted to buy shall be
forfeited in favor of the owner or developer when the
buyer, after due notice to the owner or developer, desists
from further payment due to the failure of the owner or
developer to develop the subdivision or condominium
project according to the approved plans and within the
time limit for complying with the same. Such buyer may, at
his option, be reimbursed the total amount paid including
amortization interests but excluding delinquency interests,
Intellectual Property of Atty. Rhandell Alvin B. Matuloy
147
with interest thereon at the legal rate.
TENDER OF PAYMENT AND
CONSIGNATION
Tender of Payment
- Manifestation of the debtor to the creditor of his decision
to comply immediately with his obligation.
-It is the preparatory act and extrajudicial in character.
Consignation - Deposit of the object of the obligation in a
competent court in accordance with the rules prescribed by
law, after the tender of payment has been refused or
because of circumstances which render direct payment to
the creditor impossible or inadvisable.
- It is the principal act and judicial in character.
REGISTRATION
PURPOSES OF REGISTRATON OF
TRANSFER WITH THE REGISTER
OF DEEDS
TO MAKE THE INSTRUMENT EVIDENCING
THE TRANSACTION VALID AGAINST 3RD
PERSON
TO GIVE PREFERENTIAL RIGHTS TO
REGISTERED OWNER
TO PREVENT FRAUD
TO MAKE IT PUBLIC RECORD AS TO WHO IS
THE OWNER OF THE PARTICULAR PROPERTY
REGISTRATION WITH RD: NOTICE
TO THE WHOLE WORLD
In this jurisdiction, we adhere to the doctrine that
registration in a public registry works as constructive
notice to the whole world. Section 51 of Act No. 496, as
amended by Section 52 of Presidential Decree No.
1529, provides:
SECTION 52. Constructive notice upon registration.—
Every conveyance, mortgage, lease, lien, attachment,
order, judgment, instrument or entry affecting
registered land shall, if registered, filed or entered in
the Office of the Register of Deeds for the province or
city where the land to which it relates lies, be
constructive notice to all persons from the time of such
registering, filing, or entering. (RUBEN C. REYES vs.
TANG SOAT ING (JOANNA TANG) and ANDO G. SY)
RULE ON WHO HAS BETTER RIGHT TO
OWNERSHIP OF PROPERTYSOLD TO TWO OR
MORE BUYERS (Art. 1544, NCC)
The buyer in good faith who first recorded sale

in the Registry of Property.
Should there be no inscription, then the buyer
in good faith who was first in possession.
Should there be neither inscription nor
possession, then the buyer in good faith who
can present the oldest title.

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SALES LAW

3 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

-IN A SALE OF A PIECE OF LAND OR

Defect is Defect is Defect is Defect is caused

In addition, the title of a contract

Contracts named by the law

By the Contract of Sale, one of the

27 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

28 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

29 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

30 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

31 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Conditional Sale Contract to Sell

32 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Conditional Sale Contract to Sell

33 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Conditional Sale Contract to Sell

34 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Also known as contractual reservation of title

As a rule, all persons, natural or juridical, who are

38 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Citizens of the Philippines at the time of the adoption

39 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

40 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

41 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Domestic Partnerships or associations are

43 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

44 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

1. natural born citizen of the Philippines who has lost his

45 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

47 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Note: Curable by ACKNOWLEDGEMENT

54 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

Marital consent is required –

56 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

* in writing (even modifications)

* signed by the parties

* should not prejudice third persons unless

* to fix terms and conditions of their property

The property regime of

separation of property. The

It is that formed by a husband and wife

rearranged from San Beda Law Memory Aid

1.that which is brought to the marriage as his/her

1.acquired during the marriage by gratuitous title;

2.acquired by right of redemption, barter or

3.purchased with exclusive money of either spouse

rearranged from San Beda Law Memory Aid

Accession – if the cost of the improvement of the

• If full ownership was vested before the

•If full ownership was vested during the

2.annulment or declaration of nullity of

3. death of either spouses

4. judicial separation of property

1. The offending spouse shall be

4. The innocent spouse may

The final decree of legal

Property Belongs to such Belongs to

rearranged from San Beda Law Memory Aid

77 Intellectual Property of Atty. Rhandell Alvin B. Matuloy

EXCEPTION: When the sale is made before 3

An instrument in writing by which one

If the agency has been constituted in the

 An agency wherein the agent has acquired some