Asiain v Jalandoni Date: October 23, 1923 Ponente: Malcolm Overview: Jalandoni thought he was buying and Asiain

thought he was selling a tract of land containing between 25 and 30 hectares with a standing cro ca able of roducing 2,000 iculs of sugar! As a matter of fact, the tract of land contained slightly more than 1" hectares and roduced "00 iculs of sugar! #$% &ot a contract of ha'ard but a contract of sale of land in gross which will be a(oided for mutual error or mista)e! Facts: Asiain is the owner of the hacienda )nown as *Maria+ ,containing about 10- hectares. in the /ro(ince of Occidental &egros! Jalandoni is the owner of another hacienda ad0oining that of Asiain! May 1920 1 Asiain told Jalandoni that he was willing to sell a ortion of his hacienda for the sum of /55,000! 2e claimed that the tract of land contained between 25330 hectares and that the cro of sugar cane lanted would roduce not less than 2,000 iculs of sugar! #ince Jalandoni was doubtful, Asiain wrote him a letter ma)ing the same manifestations and further assuring him that if the sugar does not amount to 2,000 iculs, he will ay it in such amount as to com lete the 2,000 iculs4 howe(er, if there would be an e5cess, such would be his! July 1920 1 Asian and Jalandoni signed a MOA! Additional terms% o *6$ontaining 25 hectares more or less of land bounded by the ro erty of the urchaser with its corres onding cro , estimated at 2,000 iculs6+ o Manner of /ayment% /30,000 at signing of document and the /25,000 to be aid within 1 year with 107 interest! o Obligations of 8endor and 8endee% Asiain will ta)e care of the lantation ,including e5 enses. until lanting is finished! Jalandoni will answer for rights and obligations of the land with the $entral 9nchausti! #econd MOA ,because Jalandoni was still doubtful.! Other terms% o : on signing of MOA, Asiain shall ha(e the right to collect from Jalandoni the art of the rice gi(ing recei ts therefor! o 9n case Asiain should withdraw from the contract and desist from signing the document of final sale, Jalandoni shall ha(e the right to collect from said (endor all such amount as may ha(e been ad(anced on account of this sale, with an indemnity of /15,000 as enalty! o 9n case Jalandoni should withdraw from the contract of sale, then he will lose all such amount as may ha(e been aid in ad(ance on account of this transaction! Once in ossession of the land, Jalandoni did two things! 2e had the sugar cane ground in ;a $arlota #ugar $entral with the result that it ga(e and out ut of "00 iculs and 23 cates of centrifugal sugar! <hen o ortunity offered, he secured the certificate of title of Asiain and roduced a sur(eyor to sur(ey the land! According to his sur(ey, the arcel in =uestion contained an area of 11" hectares, 5> ares, and 22 centiares! Asiain instituted an action against Jalandoni to reco(er the balance of /25,000 or to obtain the certificate of title and rent from him! Jalandoni, in his counter3com laint, as)ed that he be absol(ed from the com laint, that the contract be annulled, both arties to return whate(er they had recei(ed, and that he reco(er from the laintiff the sum of /3,-00 annually as damages! $?9 ,Judge @a(id.% @eclared null the document of urchase and its related memorandum4 absol(ed the defendant from the ayment of /25,0004 ordered the laintiff to return to the defendant the sum of /30,000 with legal interest from July 12, 19204 ordered the defendant to turn o(er to the laintiff the tract of land and the certificate of title &o! >-", and absol(ed the laintiff from the counter3com laint! Asiain a ealed! Issue: <O& $?9 erred in its 0udgment Held% &o! Judgment of $?9 is affirmed! Ratio: Art! 1>A1 of the $i(il $ode% 9t first aragra h ro(ides that in case of the sale of real estate for a lum sum and not at the rate of s ecified rice of each unit or measure, there shall be no increase or decrease of the rice e(en if the area be found to be more or less than that stated in the contract! Bhe ne5t aragra h ro(ides that the same rule is a licable when two or more estates are sold for a single rice! Bhen comes the following% C! ! ! but, if in addition to a statement of the boundaries, which is indis ensable in e(ery con(eyance of real estate, the area estate should be designated in the contract, the (endor shall be obliged to deli(er all that is included within such

boundaries, e(en should it e5ceed the area s ecified in the contract4 and, should he not be able to do so, he shall suffer a reduction of the rice in ro ortion to what is lac)ing of the area, unless the contract be annulled by reason of the (endeeDs refusal to acce t anything other than that which was sti ulated!C o 9f land shall be sold within boundaries with an e5 ression of the area and if the are is grossly deficient, the (endee has an o tion, either to ha(e the rice reduced ro ortionately or to as) for the rescission of the contract ,i!e! as) for relief.! o Mutual mista)e of the contracting arties to a sale in regard to the sub0ect3matter of the sale which is so material as to go to the essence of the contract is a ground for relief and rescission! 9t has e(en been held that, when the arties saw the remises and )new the boundaries, it cannot re(ent relief when there was mutual gross mista)e as to =uantity! o E=uity will rescind a contract for the sale of land for mutual mista)e as to the =uantity of the land which the boundaries gi(en in the contract contained, where the deficiency is material! Bhe memorandum3agreement between Asiain and Jalandoni contains the hrase or Cmore or less!C 9t is the general (iew that this hrase or others of li)e im ort, added to a statement of =uantity, can only be considered as co(ering inconsiderable or small differences one way or the other, and do not in themsel(es determine the character of the sale as one in gross or by the acre! Bhe use of this hrase in designating =uantity co(ers only a reasonable e5cess or deficiency! #uch words may indeed relie(e from e5actness but not from gross deficiency! 9t was a sale in gross in which there was a mutual mista)e as to the =uantity of land sold and as to the amount of the standing cro ! The mistake with reference to the sub ect!matter of the contract is such that" at the o#tion of the #urchaser" it is rescindable$ %ithout such mistake the a&reement would not have been made and since this is true" the a&reement is ino#erative and void$ (--- confusing really) 9t is not e5actly a case of o(er reaching on the laintiffDs art, or of misre resentation and dece tion, or of fraud, but is more nearly a)in to a bilateral mista)e for which relief should be granted! # ecific erformance of the contract can therefore not be allowed at the instance of the (endor! Bhe ultimate result is to ut the arties bac) in e5actly their res ecti(e ositions before they became in(ol(ed in the negotiations and before accom lishment of the agreement! Bhis was the decision of the trial 0udge and we thin) that decision conforms to the facts, the law, and the rinci les of e=uity! Dis#ositive: Judgment is affirmed, without re0udice to the right of the laintiff to establish in this action in the lower court the amount of the rent of the land ursuant to the terms of the com laint during the time the land was in the ossession of the defendant, and to obtain 0udgment against the defendant for that amount, with costs against the a ellant! 'otes ,American Authorities.: ?or the ur ose of determining whether relief shall be granted the courts ha(e di(ided the cases into two general classes% ,1. <here the sale is of a s ecific =uantity which is usually denominated a sale by the acre4 ,2. where the sale is usually called a sale in gross! #ales in gross for the ur ose of e=uitable relief may be di(ided into (arious subordinate classifications% ,1. #ales strictly and essentially by the tract, without reference in the negotiation or in the consideration to any designated or estimated =uantity of acres4 ,2. sales of the li)e )ind, in which, though a su osed =uantity by estimation is mentioned or referred to in the contract, the reference was made only for the ur ose of descri tion, and under such circumstances or in such a manner as to show that the arties intended to ris) the contingency of =uantity, whate(er it might be, or how much so e(er it might e5ceed or fall short of that which was mentioned in the contract4 ,3. sales in which it is e(ident, from e5traneous circumstances of locality, (alue, rice, time, and the conduct and con(ersations of the arties, that they did not contem late or intend to ris) more than the usual rates of e5cess or deficit in similar cases, or than such as might reasonably be calculated on as within the range of ordinary contingency4 ,>. sales which, though technically deemed and denominated sales in gross, are in fact sales by the acre, and so understood by the arties! $ontracts belonging to either of the two first mentioned classes, whether e5ecuted or e5ecutory, should not be modified by the chancellor when there has been no fraud! Fut in sales of either the third of fourth )ind, an unreasonable sur lus or deficit may entitle the in0ured arty to e=uitable relief, unless he has, by his conduct, wai(ed or forfeited his e=uity! $ontract of 2a'ard 3 a sale of a tract of land as a whole without a warranty as to the acreage!