ANGEL CLEMENO, JR.

, MALYN CLEMENO, and NILUS

SACRAMENTO, petitioners, vs. ROMEO R. LOBREGAT, respondent.
FACTS
-The Spouses Sacramento mortgaged the property with the SSS as security for their housing loan and,
likewise, surrendered the owner's and duplicate copies of the certificate of title.
-On September 2, 1980, the spouses executed a Deed of Sale with Assumption of Mortgage in favor of
Spouses Clemeno, with the conformity of the SSS.
-Register of Deeds issued TCT# 277244 over the property in the name of the vendees who, in turn,
executed a Real Estate Mortgage Contract over the property in favor of the SSS to secure the
payment of the amount of P22,900.00, the balance of the loan.
-The Spouses Clemeno also surrendered the owner's duplicate copy of the said title to the SSS.
However, per the records of the SSS Loans Department, the Spouses Sacramento remained to be the
debtors.
-Romeo R. Lobregat, a lawyer and an Election Registrar in the Commission on Elections, filed a
Complaint against the petitioners, the Spouses Clemeno, and Nilus Sacramento for breach of contract,
specific performance with damages with the RTC.
-Trial court dismissed the case without prejudice for lack of interest on the part of the plaintiff to
prosecute.
-The petitioners, for their part, filed a Complaint against the respondent for recovery of possession of
property with damages
-However, RTC set aside its Order in Civil Case filed by Lobregat and reinstated the case. The two (2)
cases were then consolidated.
-RESPONDENT: The respondent and petitioner Angel Clemeno entered into a verbal contract of sale
over the property covered by TCT No. 277244 under the following terms and conditions: (a) the
respondent would pay the purchase price of the property in the amount of P270,000.00, inclusive of
the balance of the loan of the Spouses Clemeno with the SSS within two years from June 4, 1987; (b)
the respondent would pay the monthly amortizations of the vendor's loan with the SSS; and (c) upon
the payment of the purchase price of the property, the Spouses Clemeno would execute a deed of
sale in favor of the respondent. The respondent made a down payment of P25,000.00 for which
Angel issued a receipt. He then made a partial payment of P5,000.00 to Angel (Clemeno Jr) on July 8,
1987, and another partial payment of P50,000.00 on February 9, 1988. The respondent paid the
realty taxes due on the property for 1987 and 1988.
-In the meantime, petitioner Clemeno, Jr. read that the SSS is allowing delinquent borrowers to
restructure the balance of their loans with no arrearages on the balance of their account. Angel paid
the amount of P6,692.63 to the SSS, in partial payment of his loan account. He also made a written
request to the SSS for a restructuring of his loan. Thereafter, the SSS Loans Collection Department
issued a notice that the monthly amortization on the loan was P841.84.
-Petitioner Clemeno, Jr affixed his conformity thereto & wrote a letter authorizing the respondent to
pay the balance of his restructured loan with the SSS, which payments would be considered as partial
payment of the house and lot. Conformably, the respondent remitted to the SSS the monthly
amortization payments but the receipts issued were in the name of petitioners Nilus Sacramento or
Clemeno, Jr. The respondent made additional partial payments for the sale of the property to
petitioner Clemeno, Jr. in the total amount of P10,000.00. He also continued remitting to the SSS the
monthly amortizations due for the account of petitioner Clemeno, Jr.
-The respondent was able to secure a loan of P160,000.00 which was more than sufficient to cover his
balance of the purchase of the property. He then offered to pay the said balance to petitioner
Clemeno, Jr., but the latter told him to keep the money because the owner's duplicate copy of the
title was still with the SSS and to instead continue paying the monthly amortizations due. The
respondent did so and made payments until March 1990. He no longer paid after this date because
the SSS informed him that petitioner Clemeno, Jr. had already paid the balance of his account in full
on March 23, 1990. SSS had executed a Release of Real Estate Mortgage in favor of petitioner
Clemeno, Jr. and released the owner's duplicate of TCT No. 277244.
-The respondent offered to pay the balance of the purchase price of the property to petitioner
Clemeno, Jr. and asked the latter to execute the deed of sale over the property and deliver the title
over the property under his name, but petitioner Clemeno, Jr. refused to do so unless the respondent
agreed to buy the property at the price prevailing in 1992. The respondent refused.
-In his reply-letter, petitioner Clemeno, Jr. stated that he never sold the property to the respondent;
that he merely tolerated the respondent's possession of the property for one year or until 1987. The
petitioner also declared in the said letter that even if the respondent wanted to buy the property, the
same was unenforceable as there was no document executed by them to evince the sale.
-PETITIONER: Clemeno, Jr. agreed to sell the property for P270,000.00 payable in three (3)
installments: (a) P90,000.00 upon the respondent's taking possession of the property; (b) P90,000.00
payable within six (6) months thereafter; and (c) P90,000.00 not later than June 1, 1988. However,
the respondent failed to pay the balance of the purchase price of the property in the amount of
P156,970.04 despite promises to do so.
-Clemeno, Jr. made a typewritten letter to the respondent, stating that the latter had been given
more than enough time to exercise the option to buy the property but failed to do so; hence, the
offer was deemed cancelled.
-TRIAL COURT: The trial court ruled that since both the sale and lease agreements were not reduced
to writing, both contracts were unenforceable under Article 1403(2) of the New Civil Code, and had
decided the case based on justice and equity.
-COURT OF APPEALS: reversed the decision of the trial court. The contract entered into between the
parties was a contract of sale, not a contract to sell. The appellate court also ruled that Article 1403(2)
was not applicable because the contract was already partly performed, since partial payments had
been made by the respondent as evidenced by receipts signed by the petitioners.
Issues:
-WON its a contract of sale or a contract to sell.
-WON Statute of Frauds may be raised.
Ruling:
-SC held that the contract between the parties was a perfected verbal contract of sale, not a contract
to sell over the subject property, with the petitioner as vendor and the respondent as vendee. Sale is
a consensual contract and is perfected by mere consent, which is manifested by a meeting of the
minds as to the offer and acceptance thereof on three elements: subject matter, price and terms of
payment of the price. The petitioners sold their property to the respondent for P270,000.00, payable
on installments, and upon the payment of the purchase price thereof, the petitioners were bound to
execute a deed of sale in favor of the respondent and deliver to him the certificate of title over the
property in his name. The parties later agreed for the respondent to assume the payment of the
petitioners' loan amortization to the SSS, which payments formed part of the purchase price of the
property. The evidence shows that upon the payment made by the respondent of the amount of
P27,000.00 on June 4, 1987, the petitioners vacated their house and delivered possession thereof to
the respondent. Conformably to Article 1477 of the New Civil Code, the ownership of the property
was transferred to the respondent upon such delivery. The petitioners cannot re-acquire ownership
and recover possession thereof unless the contract is rescinded in accordance with law.
-The contract entered into by the parties was not a contract to sell because there was no agreement
for the petitioners to retain ownership over the property until after the respondent shall have paid
the purchase price in full, nor an agreement reserving to the petitioners the right to unilaterally
resolve the contract upon the buyer's failure to pay within a fixed period.
-The contract of sale of the parties is enforceable notwithstanding the fact that it was an oral
agreement and not reduced in writing as required by Article 1403(2) of the New Civil Code. This is so
because the provision applies only to executory, and not to completed, executed or partially executed
contracts. In this case, the contract of sale had been partially executed by the parties, with the
transfer of the possession of the property to the respondent and the partial payments made by the
latter of the purchase price thereof.
-Yes, the respondent did not pay the balance of the purchase price of the property. However, such
failure to pay on the part of the respondent was not because he could not pay, but because petitioner
Angel Clemeno, Jr. told him not to do so. The latter instructed the respondent to continue paying the
monthly amortizations due to the SSS on the loan.
-Petition denied.





Adelfa Properties vs CA
Facts:
-Rosario Jimenez-Castaneda, Salud Jimenez and their brothers, Jose and Dominador Jimenez, were
the registered co-owners of a parcel of land (TCT309773). On July 28, 1988, Jose and Dominador sold
their share consisting of of said parcel of land, specifically the eastern portion thereof, to Adelfa
Properties pursuant to a Kasulatan sa Bilihan ng Lupa. Subsequently, a Confirmatory Extrajudicial
Partition Agreement was executed by the Jimenezes, wherein the eastern portion of the subject lot
was adjudicated to Jose and Dominador Jimenez, while the western portion was allocated to Rosario
and Salud Jimenez.
-Thereafter, Adelfa Properties expressed interest in buying the western portion of the property from
Rosario and Salud. Accordingly, an Exclusive Option to Purchase was executed between the parties,
with the condition that the selling price shall be P2,856,150, that the option money of P50,000 shall
be credited as partial payment upon consummation of sale, that the balance is to be paid on or
before November 30, 1989, and that in case of default by Adelfa to pay the balance, the option is
cancelled and 50% of the option money shall be forfeited and the other 50% refunded upon the sale
of the property to a third party.
-before adelfa could make payment, it received summons together with a copy of a complaint filed by
the nephews and nieces of Rosario and Salud against the latter, Jose and Dominador Jimenez, and
Adelfa in the RTC for annulment of the deed of sale in favor of household Corp and recovery of
ownership of the property covered by tct309773
-As a consequence, in a letter, Adelfa informed Rosario and Salud that it would hold payment of the
full purchase price and suggested that the latter settle the case with their nephews and nieces. Salud
refuses to heed the suggestion and attributed the suspension of payment to a lack of word of honor
-On December 14 1989, Rosario and Salud sent Francisca Jimenez to see Adelfas counsel, and to
inform the latter that they were cancelling the transaction. In turn, counsel offered to pay the
purchase price provided that 500,000 be deducted therefrom for the settlement of the civil case. This
was rejected by Rosario and Salud. On December 22, 1990, the RTC dismissed the civil case.
-On April 16, 1990, counsel wrote Rosario and Salud informing the latter that in view of the dismissal
of the case against them, Adelfa was willing to pay the purchase price and he requested that the
corresponding deed of absolute sale be executed. This was ignored by Rosario and Salud. On July 27,
1990, Jimenezs counsel sent a letter to adelfa enclosing therein a check for P25,000 representing the
refund of 50% of the option money paid under the exclusive option to purchase. Rosario and Salud
then requested Adelfa to return the owners duplicate copy of the certificate of title of Salud. Adelfa
failed to surrender the certificate of title.
-Rosario and Salud filed a civil case in the RTC for annulment of contract with damages, praying that
the exclusive option to purchase be declared null and void; that Adelfa be ordered to return owners
duplicate certificate of title and that the annotation of the option contract on the TCT be cancelled.
-RTC: the agreement entered into by the parties was merely an option contract, and declaring that
the suspension of payment by Adelfa constituted a counter-offer, which therefore, was tantamount
to a rejection of the option. Trial court directed the cancellation of the exclusive option to purchase.
-CA: affirmed the decision. Art 1590 of CC on suspension of payments applies only to a contract of
sale or contract to sell, but not an option contract which it opined was the nature of the document
subject of the case at bar.
-Adelfa posits that the contract is a contract of sale, making suspension of payment applicable
Issue: WON the contract is a Contract of sale, option contract or contract to sell.
Ruling:
-Agreement between parties was a contract to sell. The distinction among these contracts is
important for in a contract of sale, the title passes to the vendee upon delivery of the thing sold;
whereas in a contract to sell, by agreement the ownership Is reserved in the vendor and will not pass
until the full payment of the price. In the contract of sale, the vendor has lost and cannot recover until
and unless the contract is resolved or rescinded; whereas in a contract to sell, title is retained by the
vendor until the full payment of the price. Thus, a deed of sale is considered absolute in nature where
there is neither a stipulation in the deed that title to the property sold is reserved in the seller until
the full payment of the price, nor one giving the vendor the right to unilaterally resolve the contract
the moment the buyer fails to pay within a fixed period.
-The parties really intended to execute a contract to sell because of the fact that the deed of absolute
sale would have been issued only upon the payment of the balance of the purchase price, as may be
gleaned from Adelfas letter dated April 16, 1990.
-The test in determining whether a contract is a contract of sale or purchase or a mere option is
whether or not the agreement could be specifically enforced. There is no doubt that Adelfas
obligation to pay the purchase price is specific, definite and certain, and consequently binding and
enforceable. Had the Jimenezes chosen to enforce the contract, they could have specifically
compelled Adelfa to pay the balance of 2,806,150.
-The Jimenezes were claiming to be co-owners of the entire parcel of land described in TCT 309774
and not only of a portion thereof nor did their claim pertain exclusively to the eastern half
adjudicated to the Jimenez brothers. Therefore, Adelfa was justified in suspending payment of the
balance of the purchase price by reason of the aforesaid vindicatory action filed against it. The
assurance made by the Jimenezes that Adelfa did not have to worry about the case because it was
pure and simple harassment is not the kind of guaranty contemplated under the exceptive clause in
art 1590 wherein the vendor is bound to make payment even with the existence of a vindicatory
action if the vendee should give a security for the return of the price.
-The Jimenezes may no longer be compelled to sell and deliver the subject property to Adelfa for two
reasons: 1.adelfas failure to duly effect the consignation of the purchase price after the disturbance
had ceased. 2. The fact the contract to sell had been validly rescinded by the Jimenezes.
-Art 1592 of the cc which required rescission either by judicial action or notarial act is not applicable
to a contract to sell. Furthermore, judicial action for rescission of a contract is not necessary where
the contract provides for automatic rescission in case of breach, as in the contract involved in the
present controversy. Jimenezes elected to resort to rescission through its letter dated July 27 1990.
That written notice is deemed sufficient.

































Spouses NOEL and JULIE ABRIGO, petitioners, vs. ROMANA DE VERA, respondent.

FACTS:
-Gloria Villafania sold a house and lot covered by Tax Declaration No. 1406 to Rosenda Tigno-
Salazar and Rosita Cave-Go. The said sale became a subject of a suit for annulment of
documents between the vendor and the vendees.
-On December 7, 1993, the RTC rendered judgment approving the Compromise Agreement
submitted by the parties. In the said Decision, Gloria Villafania was given one year from the
date of the Compromise Agreement to buy back the house and lot, and failure to do so
would mean that the previous sale in favor of Rosenda Tigno-Salazar and Rosita Cave-Go
shall remain valid and binding and the plaintiff shall voluntarily vacate the premises without
need of any demand. Gloria Villafania failed to buy back the house and lot, so the [vendees]
declared the lot in their name.
-However to Rosenda Tigno-Salazar and Rosita Cave-Go, Gloria Villafania obtained a free
patent over the parcel of land involved. The said free patent was later on cancelled by TCT
No. 212598.
-On October 16, 1997, Rosenda Tigno-Salazar and Rosita Cave-Go, sold the house and lot to
the herein Petitioner-Spouses Noel and Julie Abrigo. On October 23, 1997, Gloria Villafania
sold the same house and lot to Romana de Vera. Romana de Vera registered the sale and as
a consequence, TCT No. 22515 was issued in her name.
-On November 12, 1997, Romana de Vera filed an action for Forcible Entry and Damages
against Spouses Noel and Julie Abrigo before the MTC. On February 25, 1998, the parties
therein submitted a Motion for Dismissal in view of their agreement in the instant case that
neither of them can physically take possession of the property in question until the instant
case is terminated. Hence the ejectment case was dismissed.
-Thus, on November 21, 1997, petitioners filed the instant case RTC for the annulment of
documents, injunction, preliminary injunction, restraining order and damages against
respondent and Gloria Villafania.
-After the trial on the merits, the lower court rendered the assailed Decision dated January 4,
1999, awarding the properties to petitioners as well as damages.
-CA: A void title could not give rise to a valid one and hence dismissed the appeal of Private
Respondent Romana de Vera. Since Gloria Villafania had already transferred ownership to Rosenda
Tigno-Salazar and Rosita Cave-Go, the subsequent sale to De Vera was deemed void.
-On reconsideration, the CA amended its Decision, finding Respondent De Vera to be a purchaser in
good faith and for value. The appellate court ruled that she had relied in good faith on the Torrens
title of her vendor and must thus be protected.
Issue: Whether or not the deed of sale executed by Gloria Villafania in favor of Romana de Vera is
valid. Whether or not the Romana de Vera is a purchaser for value in good faith.
Ruling:
The present case involves what in legal contemplation was a double sale. On May 27, 1993, Gloria
Villafania first sold the disputed property to Rosenda Tigno-Salazar and Rosita Cave-Go, from whom
petitioners, in turn, derived their right. Subsequently, on October 23, 1997, a second sale was
executed by Villafania with Respondent Romana de Vera.
-Article 1544 of the Civil Code states: If the same thing should have been sold to different vendees,
the ownership shall be transferred to the person who may have first taken possession thereof in good
faith, if it should be movable property. Should it be immovable property, the ownership shall belong
to the person acquiring it who in good faith first recorded it in the Registry of Property. Should there
be no inscription, the ownership shall pertain to the person who in good faith was first in the
possession; and, in the absence thereof, to the person who presents the oldest title, provided there is
good faith. Otherwise stated, the law provides that a double sale of immovables transfers ownership
to (1) the first registrant in good faith; (2) then, the first possessor in good faith; and (3) finally, the
buyer who in good faith presents the oldest title. There is no ambiguity in the application of this law
with respect to lands registered under the Torrens system.
-This principle is in full accord with Section 51 of PD 1529 which provides that if the sale is not
registered, it is binding only between the seller and the buyer but it does not affect innocent third
persons.
-In the instant case, both Petitioners Abrigo and respondent registered the sale of the property under
3344. Since neither petitioners nor their predecessors knew that the property was covered by the
Torrens system, they registered their respective sales. For her part, respondent registered the
transaction under the Torrens system because, during the sale, Villafania had presented the transfer
certificate of title (TCT) covering the property.
-Respondent De Veras registration under the Torrens system should prevail over that of petitioners
who recorded theirs under Act 3344. Petitioners cannot validly argue that they were fraudulently
misled into believing that the property was unregistered. A Torrens title, once registered, serves as a
notice to the whole world.
-We have consistently held that Article 1544 requires the second buyer to acquire the immovable in
good faith and to register it in good faith. Mere registration of title is not enough; good faith must
concur with the registration.
-A person dealing with registered land is not required to go behind the registry to determine the
condition of the property, since such condition is noted on the face of the register or certificate of
title. Following this principle, this Court has consistently held as regards registered land that a
purchaser in good faith acquires a good title as against all the transferees thereof whose rights are
not recorded in the Registry of Deeds at the time of the sale.
-The Court of Appeals examined the facts to determine whether respondent was an innocent
purchaser for value. It explained: . . . Gloria Villafania, [Respondent] De Veras vendor, appears to be
the registered owner. The subject land was, and still is, registered in the name of Gloria Villafania.
There is nothing in her certificate of title and in the circumstances of the transaction or sale which
warrant [Respondent] De Vera in supposing that she need[ed] to look beyond the title. To the
[Respondent] De Vera, the only legal truth upon which she had to rely was that the land is registered
in the name of Gloria Villafania, her vendor, and that her title under the law, is absolute and
indefeasible. . . .
-This argument is contradicted, however, by the spouses own admission that the parents and the
sister of Villafania were still the actual occupants in October 1997, when Respondent De Vera
purchased the property. The family members may reasonably be assumed to be Villafanias agents,
who had not been shown to have notified respondent of the first sale when she conducted an ocular
inspection. Thus, good faith on respondents part stands.