DIGNOS VS CA FACTS: The spouses Silvestre and Isabel Dignos were owners of a parcel of land in Opon, Lapu-Lapu City.

On June 7, 1965, appellants, herein petitioners Dignos spouses sold the said parcel of land to respondent Atilano J. Jabil for the sum of P28,000.00, payable in two installments, with an assumption of indebtedness with the First Insular Bank of Cebu in the sum of P12,000.00, which was paid and acknowledged by the vendors in the deed of sale executed in favor of plaintiff-appellant, and the next installment in the sum of P4,000.00 to be paid on or before September 15, 1965. On November 25, 1965 the Dignos spouses sold the same land in favor of defendants spouses, Luciano Cabigas and Jovita L. De Cabigas, who were then U.S. citizens, for the price of P35,000.00. A deed of absolute sale was executed by the Dignos spouses in favor of the Cabigas spouses, and which was registered in the Office of the Register of Deeds pursuant to the provisions of Act No. 3344. As the Dignos spouses refused to accept from plaintiff-appellant the balance of the purchase price of the land, and as plaintiff- appellant discovered the second sale made by defendants-appellants to the Cabigas spouses, plaintiff-appellant brought the present suit. ISSUE: 1 . Whether or not there was an absolute contract of sale. 2. Whether or not the contract of sale was already rescinded when the Dignos spouses sold the land to Cabigas HELD: I. Yes. That a deed of sale is absolute in nature although denominated as a Deed of Conditional Sale where nowhere in the contract in question is a proviso or stipulation to the effect that title to the property sold is reserved in the vendor until full payment of the purchase price, nor is there a stipulation giving the vendor the right to unilaterally rescind the contract the moment the vendee fails to pay within a fixed period. A careful examination of the contract shows that there is no such stipulation reserving the title of the property on the vendors nor does it give them the right to unilaterally rescind the contract upon nonpayment of the balance thereof within a fixed period. On the contrary, all the elements of a valid contract of sale under Article 1458 of the Civil Code, are present. While it may be conceded that there was no constructive delivery of the land sold in the case at bar, as subject Deed of Sale is a private instrument, it is beyond question that there was actual delivery thereof. As found by the trial court, the Dignos spouses delivered the possession of the land in question to Jabil as early as March 27,1965 so that the latter constructed thereon Sallys Beach Resort also known

as Jabils Beach Resort in March, 1965; Mactan White Beach Resort on January 15, J 966 and Bevirlyns Beach Resort on September 1, 1965. Such facts were admitted by petitioner spouses. 2. No. The contract of sale being absolute in nature is governed by Article 1592 of the Civil Code. It is undisputed that petitioners never notified private respondents Jabil by notarial act that they were rescinding the contract, and neither did they file a suit in court to rescind the sale. There is no showing that Amistad was properly authorized by Jabil to make such extra-judicial rescission for the latter who, on the contrary, vigorously denied having sent Amistad to tell petitioners that he was already waiving his rights to the land in question. Under Article 1358 of the Civil Code, it is required that acts and contracts which have for their object extinguishment of real rights over immovable property must appear in a public document. Petitioners laid considerable emphasis on the fact that private respondent Jabil had no money on the stipulated date of payment on September 15,1965 and was able to raise the necessary amount only by mid-October 1965. It has been ruled, however, that where time is not of the essence of the agreement, a slight delay on the part of one party in the performance of his obligation is not a sufficient ground for the rescission of the agreement. Considering that private respondent has only a balance of P4,OOO.00 and was delayed in payment only for one month, equity and justice mandate as in the aforecited case that Jabil be given an additional period within which to complete payment of the purchase price.

ARTATES VS URBI FACTS: A homestead patent was issued to appellants Lino Artates and Manuela Pojas on September 23, 1952. It was sold at a public auction to Marcela Soliven by the Provincial Sheriff of Cagayan to satisfy a judgment against Lino Artates by the Justice of the Peace of Calanlugan, Cagayan for physical inj uries inflicted by him upon Daniel Urbi on October 21, 1955. The appellants Artates and Pojas alleged that the sale violated the provision of Public Land Law exempting said property from execution for any debt contracted within 5 years from date of the issuance of the patent. Appellants prayed that the execution sale of the land to the defendant Urbi, as well as the deed of sale executed by the latter in favor of the defendant Soliven be declared null and void. ISSUE: Whether or not the purchaser Marcela Soliven has acquired an absolute ownership or title in fee over the land.

HELD: No. The execution sale being null and void, the possession of the land should be returned to the owners, the herein appellants. There would even no need to order appellee Urbi to execute a deed of reconveyance thereof to the owners. It appears that what was issued here to the judgment creditor or purchaser was only the sheriffs provisional certificate, under which he derived no definite title or right until the period made, or issuance of a final deed or certificate of sale. In other words, the purchaser herein has not acquired an absolute ownership or title in fee over the land that would necessitate a deed of reconveyance to revert ownership to appellant spouses.

HEIRS OF ENRIQUE ZAMBALES and JOAQUINA ZAMBALES VS COURT OF APPEALS 120 SCRA 897, G.R. No. L-54070 FACTS The Zambales spouses were the homestead patentees of a parcel of land in the Municipality of Del Pilar, Roxas, Palawan. Claiming that the Nin Bay Mining Corporation (Corporation, for short) had removed silica sand from their land and destroyed the plants and others improvements thereon, the Zambaleses instituted, on November 10, 1958 a Civil Case No. 316 before the CFI of Palawan claiming damages in the total sum of P48,000.00. On October 29, 1959, the Zambaleses, duly assisted by their counsel and the Corporation, entered into a Compromise Agreement where the corporation agreed to pay the petitioners a rental of twenty pesos (P20.00) from September 9, 1955 to September 30, 1960 or a total rental price of P1,784.74. Respondent also agreed to purchase and pay for the aforesaid property at the fixed selling rice of P500.00 per hectare or a total purchase price of P8,923.70. On September 10, 1960, the Corporation sold the disputed property to Joaquin B. Preysler for the sum of P8,923.70 fixed in the Compromise Agreement. On October 18, 1960, the Secretary of Agriculture and Natural Resources approved the sale to Preysler of the subject property. On. December 6, 1969, or ten (10) years after the Trial Courts Decision based on the Compromise Agreement, and nine (9) years after the sale to Preysler, the Zambaleses filed Civil Case No. 678 before the Court of First Instance of Palawan for Annulment of a Deed of Sale with Recovery of Possession and Ownership with Damages, contending that the land was acquired and registered in the latters name through fraud and deceit. After trial, the lower Court rendered judgment in favor of the Zambaleses. On appeal by the Corporation, the Court of Appeals reversed the Trial Court, after finding that the alleged fraud or misrepresentation in the execution of the Compromise Agreement had not been substantiated by evidence.

ISSUE Whether or not the execution of the Compromise Agreement dated October 29, 1959 and the the subsequent Deed of Sale, dated 10 September 1960 is valid HELD Although we find that the Zambaleses were not misled into signing the Compromise Agreement, we hold that there has been violation of the Public Land Act. The evidence on record shows that the land in question was awarded to the Zambaleses as a homestead on September 6, 1955. The sale of a homestead lot within the five-year prohibitory period is illegal and void. The law does not distinguish between executory and consummated sales. The bilateral promise to buy and sell the homestead lot at a price certain, which was reciprocally demandable, was entered into within the five-year prohibitory period and is therefore, illegal and void. Further, the agency to sell the homestead lot to a third party was coupled with an interest inasmuch as a bilateral contract was dependent on it and was not revocable at will by any of the parties. For all intents and purposes, therefore, there was an actual executory sale perfected during the period of prohibition except that it was reciprocally demandable thereafter and the agency to sell to any third party was deferred until after the expiration of the prohibitory period. That rentals were ostensibly to be paid during the five-year prohibitory period, and the agency to sell made effective only after the lapse of the said period, was merely a devise to circumvent the prohibition. The approval of the sale by the Secretary of Agriculture and Natural Resources after the lapse of five years from the date of the patent would neither legalize the sale. The homestead in question should be returned to the Zambaleses, petitioners herein, who are, in turn, bound to restore to the Corporation the sum of P8,923.70 as the price thereof. Quiroga vs Parsons G.R. No. L-11491 Subject: Sales Doctrine: Contract of Agency to Sell vs Contract of Sale Facts: On Jan 24, 1911, plaintiff and the respondent entered into a contract making the latter an agent of the former. The contract stipulates that Don Andres Quiroga, here in petitioner, grants exclusive rights to sell his beds in the Visayan region to J. Parsons. The contract only stipulates that J.Parsons should pay Quiroga within 6 months upon the delivery of beds. Quiroga files a case against Parsons for allegedly violating the following stipulations: not to sell the beds at higher prices than those of the invoices; to have an open establishment in Iloilo; itself to conduct the agency; to keep the beds on public exhibition, and to pay for the advertisement expenses for the same; and to order the beds by the dozen and in no other manner. With the exception of the obligation on the

part of the defendant to order the beds by the dozen and in no other manner, none of the obligations imputed to the defendant in the two causes of action are expressly set forth in the contract. But the plaintiff alleged that the defendant was his agent for the sale of his beds in Iloilo, and that said obligations are implied in a contract of commercial agency. The whole question, therefore, reduced itself to a determination as to whether the defendant, by reason of the contract hereinbefore transcribed, was a purchaser or an agent of the plaintiff for the sale of his beds. Issue: Whether the contract is a contract of agency or of sale. Held: In order to classify a contract, due attention must be given to its essential clauses. In the contract in question, what was essential, as constituting its cause and subject matter, is that the plaintiff was to furnish the defendant with the beds which the latter might order, at the price stipulated, and that the defendant was to pay the price in the manner stipulated. Payment was to be made at the end of sixty days, or before, at the plaintiffs request, or in cash, if the defendant so preferred, and in these last two cases an additional discount was to be allowed for prompt payment. These are precisely the essential features of a contract of purchase and sale. There was the obligation on the part of the plaintiff to supply the beds, and, on the part of the defendant, to pay their price. These features exclude the legal conception of an agency or order to sell whereby the mandatory or agent received the thing to sell it, and does not pay its price, but delivers to the principal the price he obtains from the sale of the thing to a third person, and if he does not succeed in selling it, he returns it. By virtue of the contract between the plaintiff and the defendant, the latter, on receiving the beds, was necessarily obliged to pay their price within the term fixed, without any other consideration and regardless as to whether he had or had not sold the beds. In respect to the defendants obligation to order by the dozen, the only one expressly imposed by the contract, the effect of its breach would only entitle the plaintiff to disregard the orders which the defendant might place under other conditions; but if the plaintiff consents to fill them, he waives his right and cannot complain for having acted thus at his own free will. For the foregoing reasons, we are of opinion that the contract by and between the plaintiff and the defendant was one of purchase and sale, and that the obligations the breach of which is alleged as a cause of action are not imposed upon the defendant, either by agreement or by law. Concrete Aggregates vs. CTA and CIR 185 SCRA 416 May 1990 FACTS: Petitioner, a domestic corporation duly existing under the laws of the Philippines, has an aggregate plant at Montalban, Rizal which processes rock aggregates mined by it from private lands, and maintains and operates a plant at Longos, Quezon City for the production of ready-mixed concrete and plant-mixed hot asphalt. Sometime in 1968, the agents of respondent Commission on Internal Revenue (CIR) conducted an investigation of petitioner's tax liabilities, and assessed and demanded payment from petitioner the amount of P244,002.76 as sales and ad valorem taxes for the first semester of 1968, inclusive of surcharges. Instead of paying, the petitioner appealed to respondent CTA. The said Court concluded that

petitioner is a manufacturer subject to the 7% sales tax under the Section Section 186 of the 1968 National Internal Revenue Code, and ordered it to pay what the respondent CIR demands, plus interest at the rate of 14% per centum from January 1, 1973 up to the date of full payment thereof pursuant to Section 183 (now 193) of the same Code. Petitioner contends, however, that it is a contractor within the meaning of Section 191 under the same Code, that its business falls under "other construction work contractors" or "other independent contractors", and that it produced asphalt and concrete mix only upon previous orders. ISSUE: Is the petitioner a contractor subject to the 3% contractor's tax under Section 191 or a manufacturer subject to the 7% sales tax under Section 186? COURT RULING: The Supreme Court affirmed respondent CTAs decision and declared that petitioner is a manufacturer as defined by Section 194(x), now Section 187(x), of the Tax Code. It reiterated the respondent CTAs finding that petitioner was formed and organized primarily as a manufacturer; that it has an aggregate plant at Montalban, Rizal, which processes rock aggregates mined by it from private lands; it operates a concrete batching plant at Longos, Quezon City where the specified aggregates from its plant at Montalban are mixed with sand and cement, after which water is added and the concrete mixture is sold and delivered to customers; and at its plant site at Longos, Quezon City, petitioner has also an asphalt mixing machinery where bituminous asphalt mix is manufactured. Peoples Homesite vs. Court of Appeals, and Mendoza 133 SCRA 777 December 1984 FACTS: In February 1960, herein petitioner Peoples Homesite & Housing Corporation (PHHC) passed a resolution, subject to the approval of the Court Court Council of the PHHCs consolidation subdivision plan, awarding Lot 4 with an area of 4,182.2 square meters located at Diliman, Court City to respondents Rizalino and Adelaida Mendoza (spouses Mendoza) at a price of twenty-one pesos (P21.00) per square meter. The Court Court Council disapproved the consolidation subdivision plan in August 1960 but approved in February 1964 its revised version where Lot 4 was reduced to an area of 2,608.7 square meters. Then in October 1965, the PHHC withdrew the tentative award of Lot 4 to the spouses Mendoza for the latters failure neither to pay its price nor to make a 20% initial deposit, and re-awarded said lot jointly and in equal shares to Miguela Sto. Domingo, Enrique Esteban, Virgilio Pinzon, Leonardo Redublo and Jose Fernandez, all of whom made the initial deposit. The subdivision of Lot 4 into five lots was later approved by the Court council and the Bureau of Lands. The spouses Mendoza asked for reconsideration and for the withdrawal of the said 2nd award to Sto. Domingo and four others, and at the same time filed an action for specific performance plus damages. The trial court sustained the award but the Court

of Appeals reversed the said decision, declared void the re-award to Sto. Domingo and four others, and ordered the PHHC to sell Lot 4 with an area of 2,608.7 square meters at P21.00 per square meter to spouses Mendoza. ISSUE: Was there a perfected sale of Lot 4, with its reduced area, between the parties? COURT RULING: The Supreme Court found that there was no perfected sale of Lot 4 because the said lot was conditionally or contingently awarded to the Mendozas subject to the approval by the Court council of the proposed consolidation subdivision plan and the approval of the award by the valuation committee and higher authorities. When the plan with the area of Lot 4 reduced to 2,608.7 square meters was approved in 1964, the spouses Court should have manifested in writing their acceptance of the award for the purchase of Lot 4 just to show that they were still interested in its purchase although the area was reduced. Article 1475 of the Civil Court says *t+he contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the law governing the form of contracts. Indeed, there was a no meeting of the minds between the parties on the purchase of Lot 4 with an area of 2,608.7 square meters at P21 a square meter and the PHHC board of directors acted within its rights in withdrawing the tentative award. Toyota Shaw Inc. vs. Court of Appeals, and Sosa 244 SCRA 320 May 1995 FACTS: Luna L. Sosa and his son, Gilbert, went to purchase a yellow Toyota Lite Ace from the Toyota office at Shaw Boulevard, Pasig (petitioner Toyota) on June 14, 1989 where they met Popong Bernardo who was a sales representative of said branch. Sosa emphasized that he needed the car not later than June 17, 1989 because he, his family, and a balikbayan guest would be using it on June 18 to go home to Marinduque where he will celebrate his birthday on June 19. Bernardo assured Sosa that a unit would be ready for pick up on June 17 at 10:00 in the morning, and signed the "Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc., a document which did not mention anything about the full purchase price and the manner the installments were to be paid. Sosa and Gilbert delivered the down payment of P100,000.00 on June 15, 1989 and Bernardo accomplished a printed Vehicle Sales Proposal (VSP) No. 928 which showed Sosas full name and home address, that payment is by "installment," to be financed by "B.A.," and that the "BALANCE TO BE FINANCED" is "P274,137.00", but the spaces provided for "Delivery Terms" were not filled-up. When June 17 came, however, petitioner Toyota did not deliver the Lite Ace. Hence, Sosa asked that his down payment be refunded and petitioner Toyota issued also on June 17 a Far East Bank check for the full amount of P100,000.00, the receipt of which was shown by

a check voucher of Toyota, which Sosa signed with the reservation, "without prejudice to our future claims for damages." Petitioner Toyota contended that the B.A. Finance disapproved Sosas the credit financing application and further alleged that a particular unit had already been reserved and earmarked for Sosa but could not be released due to the uncertainty of payment of the balance of the purchase price. Toyota then gave Sosa the option to purchase the unit by paying the full purchase price in cash but Sosa refused. The trial court found that there was a valid perfected contract of sale between Sosa and Toyota which bound the latter to deliver the vehicle and that Toyota acted in bad faith in selling to another the unit already reserved for Sosa, and the Court of Appeals affirmed the said decision. ISSUE: Was there a perfected contract of sale between respondent Sosa and petitioner Toyota? COURT RULING: The Supreme Court granted Toyotas petition and dismissed Sosas complaint for damages because the document entitled Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc., was not a perfected contract of sale, but merely an agreement between Mr. Sosa and Bernardo as private individuals and not between Mr. Sosa and Toyota as parties to a contract. There was no indication in the said document of any obligation on the part of Toyota to transfer ownership of a determinate thing to Sosa and neither was there a correlative obligation on the part of the latter to pay therefor a price certain. The provision on the downpayment of P100,000.00 made no specific reference to a sale of a vehicle. If it was intended for a contract of sale, it could only refer to a sale on installment basis, as VSP No.928 executed on June 15, 1989 confirmed. The VSP also created no demandable right in favor of Sosa for the delivery of the vehicle to him, and its non-delivery did not cause any legally indemnifiable injury. ADDISON VS FELIX FACTS: By a public instrument, plaintiff Addison sold to the defendant Marciana Felix and husband Balbino Tioco, 4 parcels of land. Defendants paid, at the time of the execution of the deed, the sum of P3,000.00 on account of the purchase price, and bound herself to pay the remainder in installments. It was further stipulated that the purchaser was to deliver to the vendor 25 per centum of the value of the products that she might obtain from the 4 parcels from the moment she takes possession of them until the Torrens certificate of title be issued in her favor. It was likewise covenanted that within I year from the date of the certificate of title in favor of Felix, she may rescind the contract of sale in which she shall be obliged to return to Addison the net value of all the products of the 4 parcels sold, and Addison shall be obliged to return to her all the sums that she may have paid, together with interest at the rate of I 0 percent per annum.However, Addison was able to designate only 2 of the 4 parcels and more than two-

thirds of these two were found to be in the possession of one Juan Villafuerte, who claimed to be the owner of the parts so occupied by him. Addison filed suit in CFI to compel Felix to make payment of the first installment, in accordance with the terms of the contract and of the interest at the stipulated rate. Defendant answered and alleged that the plaintiff had failed to deliver the lands that were the subject matter of the sale. ISSUES: 1. Whether or not the delivery had been effected by reason of the issuance of the Torrens Certificate of title, notwithstanding the fact that the thing sold was not subject to the control of the vendor. 2. Whether or not the purchaser can rescind the contract. HELD: 1. No. The record shows that the plaintiff did not deliver the thing sold. With respect to two of the parcels of land, he was not even able to show them to the purchaser; and as regards the other two, more than two-thirds of their area was in the hostile and adverse possession of a third person. The Code imposes upon the vendor the obligation to deliver the thing sold. The thing is considered to be delivered when it is placed in the hands and possession of the vendee. It is true that the same article declares that the execution of a public instrument is equivalent to the delivery of the thing which is the object of the contract, but, in order that this symbolic delivery may produce the effect of tradition, I t is necessary that the vendor shall have control over the thing sold that, at the moment of sale, it its material delivery could have been made. It is not enough to confer upon the purchaser the ownership and the right of possession. The thing sold must be placed in his control. When there is no impediment whatever to prevent the thing sold passing into the tenancy of the purchaser by the sole will of the vendor, symbolic delivery through the execution of the public instrument is sufficient. But if, notwithstanding the execution of the instrument, the purchaser cannot have the enjoyment and material tenancy of the thing and make use of it himself or through another in his name, because such tenancy and enjoyment are opposed by the interposition of another will, then fiction yields to reality the delivery has not been effected. 2. Yes. It is evident in the case at bar, that the mere execution of the instrument was not a fulfillment of the vendors obligation to deliver the thing sold, and that from such non-fulfillment arises the purchasers right to demand, as she has demanded, the rescission of the sale and the return of the price.

Sampaguita Pictures, Inc. vs. Jalwindor Manufacturers, Inc. 93 SCRA 420 October 1979 FACTS: Both the plaintiff-appellant Sampaguita Pictures Inc. (Sampaguita) and defendant-appellee Jalwindor Manufacturers Inc. (Jalwindor) were domestic corporations duly organized under the Philippine laws. Sampaguita leased to Capitol 300 Inc. (Capitol) the roof deck of its building with the agreement that all permanent improvements Capitol will make on said property shall belong to Sampaguita without any part on the latter to reimburse Capitol for the expenses of said improvements. Shortly, Capitol purchased on credit from Jalwindor glass and wooden jalousies, which the latter itself delivered and installed in the leased premises, replacing the existing windows. On June 1, 1964, Jalwindor filed with the CFI of Rizal, Quezon City an action for collection of a sum of money with a petition for preliminary attachment against Capitol for its failure to pay its purchases. Later, Jalwindor and Capitol submitted to the trial court a Compromised Agreement wherein Capitol acknowledged its indebtedness of P9,531.09, payable in monthly installments of at least P300.00 a month beginning December 15,1964 and that all the materials that Capitol purchased will be considered as security for such undertaking. Meanwhile, Sampaguita filed a complaint for ejectment and for collection of a sum of money against Capitol for the latters failure to pay rentals from March 1964 to April 1965, and the City Court of Quezon City ordered Capitol on June 8, 1965 to vacate the premises and to pay Sampaguita. On the other hand, Capitol likewise failed to comply with the terms of the Compromise Agreement, and on July 31, 1966, the Sheriff of Quezon City made levy on the glass and wooden jalousies. Sampaguita filed a third-party claim alleging that it is the owner of said materials and not Capitol, but Jalwindor filed an idemnity bond in favor of the Sheriff and the items were sold at public auction on August 30, 1966, with Jalwindor as the highest bidder for P6,000.00. Sampaguita filed with the CFI of Rizal, Quezon City an action to nullify the Sheriff's sale and for an injunction to prevent Jalwindor from detaching the glass and wooden jalousies. Jalwindor was ordered to maintain the status quo pending final determination of the case, and on October 20, 1967, the lower court dismissed the complaint and ordered Sampaguita to pay Jalwindor the amount of P500.00 as attorney's fees. ISSUE: Was there a delivery made and, therefore, a transfer of ownership of the thing sold? COURT RULING: The Supreme Court reversed the decision of the lower court declaring Sampaguita as declared the lawful owner of the disputed glass and wooden jalousies, permanently enjoining Jalwindor from detaching said

items from the roof deck of the Sampaguita Pictures Building, and ordered Jalwindor to pay Sampaguita the sum of P1,000.00 for and as attorney's fees. When a property levied upon by the sheriff pursuant to a writ of execution is claimed by a third person in a sworn statement of ownership thereof, as prescribed by the rules, an entirely different matter calling for a new adjudication arises. The items in question were illegally levied upon since they do not belong to the judgment debtor. The power of the Court in execution of judgment extends only to properties unquestionably belonging to the judgment debtor. The fact that Capitol failed to pay Jalwindor the purchase price of the items levied upon did not prevent the transfer of ownership to Capitol and, later, to Sampaguita by virtue of the agreement in their lease contract. Therefore, the complaint of Sampaguita to nullify the Sheriff's sale is well founded, and should prosper. TEN FORTY REALTY VS CRUZ FACTS: Petitioner filed an ejectment complaint against Marina Cruz(respondent) before the MTC. Petitioner alleges that the land indispute was purchased from Barbara Galino on December 1996, andthat said land was again sold to respondent on April 1998; On the other hand, respondent answer with counterclaim that never was there an occasion when petitioner occupied a portion of the premises. In addition, respondent alleges that said land was a public land (respondent filed a miscellaneous sales application with the Community Environment and Natural Resources Office) and the action for ejectment cannot succeed where it appears that respondent had been in possession of the property prior to the petitioner; On October 2000, MTC ordered respondent to vacate the land and surrender to petitioner possession thereof. On appeal, the RTC reversed the decision. CA sustained the trial courts decision. ISSUE/S: Whether or not petitioner should be declared the rightful owner of the property. HELD: No. Respondent is the true owner of the land.1) The action filed by the petitioner, which was an action for unlawful detainer, is improper. As the bare allegation of petitioners tolerance of respondents occupation of the premises has not been proven, the possession should be deemed illegal from the beginning. Thus, the CA correctly ruled that the ejectment case should have been for forcible entry. However, the action had already prescribed because the complaint was filed on May 12, 1999 a month after the last day forfiling;2) The subject property had not been delivered to petitioner; hence, it did not acquire possession either materially or symbolically. As between the two buyers, therefore, respondent was first in actual possession of the property.

As regards the question of whether there was good faith in the second buyer. Petitioner has not proven that respondent was aware that her mode of acquiring the property was defective at the time she acquired it from Galino. At the time, the property which was public land had not been registered in the name of Galino; thus, respondent relied on the tax declarations thereon. As shown, the formers name appeared on the tax declarations for the property until its sale to the latter in 1998. Galino was in fact occupying the realty when respondent took over possession. Thus, there was no circumstance that could have placed the latter upon inquiry or required her to further investigate petitioners right of ownership. DOCTRINE/S: Execution of Deed of Sale; Not sufficient as delivery. Ownership is transferred not by contract but by tradition or delivery. Nowhere in the Civil Code is it provided that the execution of a Deed of Sale is a conclusive presumption of delivery of possession of a piece of real estate. The execution of a public instrument gives rise only to a prima facie presumption of delivery. Such presumption is destroyed when the delivery is not effected, because of a legal impediment. Such constructive or symbolic delivery, being merely presumptive, was deemed negated by the failure of the vendee to take actual possession of the land sold. Disqualification from Ownership of Alienable Public Land. Private corporations are disqualified from acquiring lands of the public domain, as provided under Section 3 of Article XII of the Constitution. While corporations cannot acquire land of the public domain, they can however acquire private land. However, petitioner has not presented proof that, at the time it purchased the property from Galino, the property had ceased to be of the public domain and was already private land. The established rule is that alienable and disposable land of the public domain held and occupied by a possessor personally or through predecessors-in-interest, openly, continuously, and exclusively for 30 years is ipso jure converted to private property by the mere lapse of time. RULING: The Supreme Court DENIED the petition.