Republic of the Philippines

SUPREME COURT
Manila
EN BANC
G.R. No. L-11668 April 1, 1918
ANTONIO ENRIQUEZ DE LA CAVADA, plaintiff-appellee,
vs.
ANTONIO DIAZ, defendant-appellant.
Ramon Diokno for appellant.
Alfredo Chicote and Jose Arnaiz for appellee.
O!NSON, J."
This action was instituted by the plaintiff fo the pupose of e!uiin" the defendant to co#ply
with a cetain $contact of option$ to puchase a cetain piece o pacel of land descibed in
said contact and fo da#a"es fo a nonco#pliance with said contact. Afte the close of the
tial the %onoable &a#es A. 'stand, (ud"e, endeed a (ud"#ent the dispositive pat of
which is as follows)
*heefoe, it is heeby odeed and ad(ud"ed that the defendant, within the peiod
of thity days fo# the date upon which this decision beco#es final, convey to the
plaintiff a "ood and sufficient title in fee si#ple to the land descibed in decees
Nos. +,-.- and +,-+- of the Cout of /and Re"istation, upon pay#ent o le"al
tende of pay#ent by said plaintiff of the su# of thity thousand pesos 0P,.,...1 in
cash, and upon said plaintiff "ivin" secuity appoved by this cout fo the pay#ent
within the te# of 2 yeas fo# the date of the conveyance fo the additional su# of
foty thousand pesos 0P3.,...1 with inteest at the ate of 2 pe cent pe annu#.
4t is futhe odeed and ad(ud"ed that in the event of the failue of the defendant to
e5ecute the conveyance as afoesaid, the plaintiff have and ecove (ud"#ent
a"ainst hi#, the said defendant, fo the su# of twenty thousand pesos 0P6.,...1,
with inteest at the ate of si5 pe cent 02 pe cent pe annu# fo# the date upon
which the conveyance should have been #ade1. 4t is so odeed.
7o# that (ud"#ent the defendant appealed and #ade seveal assi"n#ent of eo.
4t appeas fo# the ecod that on the +8th day of Nove#be, +-+6, the defendant and the
plaintiff enteed into the followin" $contact of option)$
0E9%4B4T A.1
C'NTRACT '7 'PT4'N.
4, the undesi"ned, Antonio :ia;, of le"al a"e, with pesonal e"istation cetificate
Nu#be 7-<88-3-, issued at Pito"o, Tayabas, &anuay +2, +-+6, and te#poaily
esidin" in Manila, P. 4., do heeby "ant an option to Antonio Eni!ue; to puchase
#y hacienda at Pito"o consistin" of +.. and odd hectaes, within the peiod
necessay fo the appoval and issuance of a Toens title theeto by the
=oven#ent fo which he #ay pay #e eithe the su# of thity thousand pesos
0P,.,...1, Philippine cuency, in cash, o within the peiod of si5 021 yeas,
be"innin" with the date of the puchase, the su# of foty thousand pesos
0P3.,...1, Philippine cuency, at si5 pe cent inteest pe annu#, with due secuity
fo the pay#ent of the said P3.,... in consideation of the sale to hi# of #y
popety descibed as follows, to wit)
About one hunded hectaes of land in Pito"o, Tayabas, containin" about 6.,...
coconut tees and +.,... nipa-pal# tees, all belon"in" to #e, which 4 heeby sell
to Antonio Eni!ue; de la Cavada fo seventy thousand pesos, unde the conditions
heein specified.
4 declae that Antonio Eni!ue; is the sole peson who has, and shall have, duin"
the peiod of this option, the i"ht to puchase the popety above-#entioned.
4 li>ewise declae that Antonio Eni!ue; shall be fee to esell the said popety at
whateve pice he #ay desie, povided that he should co#ply with the stipulations
covenanted with #e.
4n witness of #y entie confo#ity with the foe"oin", 4 heeunto affi5 #y si"natue,
in Manila, P. 4., this +8th day of Nove#be, +-+6.
0?"d.1 Antonio :ia;.
?i"ned in the pesence of)
0?"d.1 &. @A/:? :4AA.
0E9%4B4T B.1
P. I., November 1, 1!1".
?. :on ANT'N4' :4AA,
Calle #ictoria, No. 1", $. C., %anila, P. I.
:EAR ?4R) 4 have the hono to info# you that, in confo#ity with the lette of
option in #y favo of even date, 4 will buy you coconut plantation in Pito"o,
containin" one hunded hectaes, to"ethe with all the coconut and nipa-pal# tees
planted theeon, unde the followin" conditions)
1
+. 4 shall send a suveyo to suvey the said popety, and to apply to the
=oven#ent fo a Toens title theefoe, and, if the e5penses incued fo the sa#e
should not e5ceed P+,..., 4 shall pay the P8.. and you the othe P8..B Provided,
ho&ever, that you shall "ive the suveyo all necessay assistance duin" his stay
at the hacienda.
6. 4 shall pay the puchase pice to you in confo#ity with ou lette of option of this
date, and afte the Toens title shall have been officially appoved.
Cous espectfully,
0?"d.1 A. ENR4DEEA
4 ac>nowled"e eceipt of, and confo# with, the foe"oin".
0?"d.1 ANT'N4' :4AA
4t appeas fo# the ecod that soon afte the e5ecution of said contact, and in pat
co#pliance with the te#s theeof, the defendant pesented two petitions in the Cout of /and
Re"istation 0Nos. +,-.- and +,-+-1, each fo the pupose of obtainin" the e"istation of a
part of the $%acienda de Pito"o.$ ?aid petitions wee "anted, and each pacel as e"isteed
and a cetificate of title was issued fo each pat unde the Toens syste# to the defendant
heein. /ate, and petendin" to co#ply with the te#s of said contact, the defendant offeed
to tansfe to the plaintiff one of said pacels onl', which was a pat of said $hacienda.$ The
plaintiff efused to accept said cetificate fo a pat only of said $hacienda$ upon the "ound
0a1 that it was only a pat of the $%acienda de Pito"o,$ and 0b1 unde the contact 0E5hibits A
and B1 he was entitled to a tansfe to hi# all said $hacienda.$
The theoy of the defendant is that the contact of sale of said $%acienda de Pito"o$ included
only +.. hectaes, #oe o less, of said $hacienda,$ and that by offein" to convey to the
plaintiff a potion of said $hacienda$ co#posed of $+.. hectaes, #oe o less,$ he theeby
co#plied with the te#s of the contact. The theoy of the plaintiff is that he had
puchased all of said $hacienda,$ and that the sa#e contained, at least, +.. hectaes, #oe
o less. The lowe cout sustained the contention of the plaintiff, to wit, that the sale was a
sale of the $%acienda de Pito"o$ and not a sale of a pat of it, and endeed a (ud"#ent
e!uiin" the defendant to co#ply with the te#s of the contact by tansfein" to the plaintiff,
by pope deeds of conveyance, all said $hacienda,$ o to pay in lieu theeof the su# of
P6.,... da#a"es, to"ethe with 2 pe cent inteest fo# the date upon which said
conveyance should have been #ade.
Afte issue had been (oined between the plaintiff and defendant upon thei pleadin"s, they
enteed into the followin" a"ee#ent with efeence to the #ethod of pesentin" thei poof)
The attoneys fo the paties in this case #a>e the followin" stipulations)
+. Each of the liti"atin" paties shall pesent his evidence befoe :on 7elipe
Canillas, assistant cle> of the Cout of 7ist 4nstance of Manila, who, fo such
pupose, should be appointed co##issione.
6. ?aid co##issione shall set a day and hou fo the pesentation of the evidence
above-#entioned, both oal and docu#entay, and in the steno"aphic notes shall
have ecod enteed of all ob(ections #ade to the evidence by eithe paty, in ode
that they #ay aftewads be decided by the cout.
,. The tansciption of the steno"aphic notes, containin" the ecod of the evidence
ta>en, shall be paid fo in e!ual shaes by both paties.
3. At the close of the ta>in" of the evidence, each of the paties shall file his bief in
espect to such evidence, wheeupon the case as it then stands shall be sub#itted
to the decision of the cout.
The paties e!uest the cout to appove this a"ee#ent in the pat theeof which
efes to the poceedin"s in this case.
Manila, P. 4., :ece#be 6+, +-+3.
0?"d.1 ANT'N4' @. %ERRER'. 0?"d.1 A/7RE:' C%4C'TE.
Appoved)
0?"d.1 =E'. R. %AR@EC,
J(d)e.
?aid a"ee#ent was appoved by the lowe cout, and poof was ta>en in accodance
theewith. The defendant-appellant now alle"es, "ivin" seveal easons theefo, that the
poof was i#popely pacticed, and that the (ud"e was without authoity o decide the cause
upon poof ta>en in the #anne a"eed upon by the espective paties. The defendant-
appellant #a>es no contention that he was not pe#itted to pesent all the poof he desied
to pesent. %e #a>es no contention that he has been pe(udiced in any #anne whatsoeve
by vitue of the #ethod a"eed upon fo ta>in" the testi#ony.
Thee is nothin" in the law no in public policy which pohibits the paties in a civil liti"ation
fo# #a>in" the a"ee#ent above !uoted. *hile the law concedes to paties liti"ant,
"eneally, the i"ht to have thei poof ta>en in the pesence of the (ud"e, such i"ht is a
enounceable one. 4n a civil action the paties liti"ant have a i"ht to a"ee, outside of the
cout, upon the facts in liti"ation. Ende cetain conditions the paties liti"ant have a i"ht to
ta>e the depositions of witnesses and sub#it the swon state#ents in that fo# to the cout.
The poof, as it was sub#itted to the cout in the pesent case, by vitue of said a"ee#ent,
was, in effect, in the fo# of a deposition of the vaious witnesses pesented. %avin" a"eed
to the #ethod of ta>in" the poof, and the sa#e havin" been ta>in" in co#pliance with said
a"ee#ent, it is now too late, thee bein" no law to the contay, fo the# to deny and
epudiate the effect of thei a"ee#ent. 0Biunas vs. Moa, R. =. No. ++323, Mach ++, +-+<B
Beh vs. /evy %e#anos, R. =. No +66++, Mach +-, +-+<.
+
1
2
Not only is thee no law pohibitin" the paties fo# entein" into an a"ee#ent to sub#it thei
poof to the cout in civil actions as was done in the pesent case, but it #ay be a #ethod
hi"hly convenient, not only to the paties, but to busy couts. The (ud"#ent of the lowe cout,
theefoe, should not be #odified o evesed on account of the fist assi"n#ent of eo.
4n the second assi"n#ent of eo, the appellant alle"es 0a1 that the lowe cout co##itted an
eo in declain" the contact 0E5hibits A and B1 a valid obli"ation, fo the eason that it not
been ad#itted in evidence, and 0b1 that the sa#e was null fo a failue of consideation. Epon
the fist !uestion, an e5a#ination of the poof shows that said contact 0E5hibits A and B1 was
offeed in evidence and ad#itted as poof without ob(ection. ?aid contact was, theefoe,
popely pesented to the cout as poof. Not only was the contact befoe the cout by eason
of its havin" been pesented in evidence, but the defendant hi#self #ade said contact an
inte"al pat of his pleadin"s. The defendant ad#itted the e5ecution and delivey of the
contact, and alle"ed that he #ade an effot to co#ply with its te#s. %is only defense is that
he sold to the plaintiff a pat of the $hacienda$ only and that he offeed, in co#pliance with the
te#s of the contact, to convey to the plaintiff all of the land which he had po#ised to sell.
*ith efeence to the second ob(ection, to wit, that thee was no consideation fo said
contact it #ay be said 0a1 that the contact was fo the sale of a definite pacel of landB 0b1
that it was educed to witin"B 0c1 that the defendant po#ised to convey to the plaintiff said
pacel of landB 0d1 that the plaintiff po#ised to pay theefo the su# of PF.,... in the #anne
pescibed in said contactB 0e1 that the defendant ad#itted the e5ecution and delivey of the
contact and alle"ed that he #ade an effot to co#ply with the sa#e 0pa. , of defendantGs
answe1 and e!uested the plaintiff to co#ply with his pat of the contactB and 0f1 that no
defense o petension was #ade in the lowe cout that thee was no consideation fo his
contact. %avin" ad#itted the e5ecution and delivey of the contact, havin" ad#itted an
atte#pt to co#ply with its te#s, and havin" failed in the cout below to aise any !uestion
whatsoeve concenin" the inade!uacy of consideation, it is athe late, in the face of said
ad#issions, to aise that !uestion fo the fist ti#e in this cout. The only dispute between the
paties in the lowe cout was whethe o not the defendant was obli"ed to convey to the
plaintiff all of said $hacienda.$ The plaintiff insisted that his contact entitled hi# to a
conveyance of all of said $hacienda.$ The defendant contended that he had co#plied with the
te#s of his contact by offein" to convey to the plaintiff a pat of the said $hacienda$ only.
That was the only !uestion pesented to the lowe cout and that was the only !uestion
decided.
A po#ise #ade by one paty, if #ade in accodance with the fo#s e!uied by the law, #ay
be a "ood consideation 0ca(sa1 fo a po#ise #ade by anothe paty. 0At. +6F3, Civil Code.1
4n othe wods, the consideation 0ca(sa1 need not pass fo# one to the othe at the ti#e the
contact is enteed into. 7o e5a#ple, A po#ises to sell a cetain pacel of land to B fo the
su# of PF.,.... A, by vitue of the po#ise of B to pay PF.,..., po#ises to sell said pacel
of land to B fo said su#, then the contact is co#plete, povided they have co#plied with the
fo#s e!uied by the law. The consideation need not be paid at the ti#e of the po#ise. The
one po#ise is a consideation fo the othe. 'f couse, A cannot enfoce a co#pliance with
the contact and e!uie B to pay said su# until he has co#plied with his pat of the contact.
4n the pesent case, the defendant po#ised to convey the land in !uestion to the plaintiff as
soon as the sa#e could be e"isteed. The plaintiff po#ised to pay to the defendant PF.,...
theefo in accodance with the te#s of thei contact. The plaintiff stood eady to co#ply
with his pat of the contact. The defendant, even thou"h he had obtained a e"isteed title to
said pacel of land, efused to co#ply with his po#ise. All of the conditions of the contact on
the pat of the defendant had been concluded, e5cept delivein" the deeds of tansfe. 'f
couse, if the defendant had been unable to obtain a e"istation of his title, o if he had
violated the te#s of the alle"ed optional contact by sellin" the sa#e to so#e othe peson
than the plaintiff, then he #i"ht have aised the ob(ection that he had eceived nothin" fo#
the plaintiff fo the option which he had conceded. That condition, of couse, would have
pesented a diffeent !uestion fo# the one which we have befoe us. The said contact
0E5hibits A and B1 was not, in fact, an $optional contact$ as that phase is "eneally used.
Readin" the said contact fo# its fou cones it is clealy as absolute po#ise to sell a
definite pacel of land fo a fi5ed pice upon definite conditions. The defendant po#ised to
convey to the plaintiff the land in !uestion as soon as the sa#e was e"isteed unde the
Toens syste#, and the plaintiff po#ised to pay to the defendant the su# of PF.,..., unde
the conditions na#ed, upon the happenin" of that event. The contact was not, in fact, what
is "eneally >nown as a $contact of option.$ 4t diffes vey essentially fo# a contact of
option. An optional contact is a pivile"e e5istin" in one peson, fo which he had paid a
consideation, which "ives hi# the i"ht to buy, fo e5a#ple, cetain #echandise of cetain
specified popety, fo# anothe peson, if he chooses, at any ti#e within the a"eed peiod,
at a fi5ed pice. The contact of option is a sepaate and distinct contact fo# the contact
which the paties #ay ente into upon the consu##ation of the option. A consideation fo an
optional contact is (ust as i#potant as the consideation fo any othe >ind of contact. 4f
thee was no consideation fo the contact of option, then it cannot be enteed any #oe than
any othe contact whee no consideation e5ists. To illustate, A offes B the su# of
P+..,... fo the option of buyin" his popety within the peiod of ,. days. *hile it is tue
that the conditions upon which A po#ises to buy the popety at the end of the peiod
#entioned ae usually fi5ed in the option, the consideation fo the option is an entiely
diffeent consideation fo# the consideation of the contact with efeence to which the
option e5ists. A contact of option is a contact by vitue of the te#s of which the paties
theeto po#ise and obli"ate the#selves to ente into contact at a futue ti#e, upon the
happenin" of cetain events, o the fulfill#ent of cetain conditions.
Epon the othe hand, suppose that the defendant had co#plied with his pat of the contact
and had tendeed the deeds of tansfe of the $%acienda de Pito"o$ in accodance with its
te#s and had de#anded the pay#ents specified in the contact, and the plaintiff efused to
co#ply H what then would have been the i"hts of the defendantI Mi"ht he not have
successfully #aintained an action fo the specific pefo#ance of the contact, o fo the
da#a"es esultin" fo# the beach of said contactI *hen the defendant alle"ed that he had
co#plied with his pat of the contact 0pa. , of defendantGs answe1 and de#anded that the
plaintiff should i##ediately co#ply with his pat of the sa#e, he evidently was layin" the
foundation fo an action fo da#a"es, the nullification o a specific co#pliance with the
contact.
The appellant contends that the contact which he #ade was not with the plaintiff but with
Rosenstoc>, Else and Co. That !uestion was not pesented in the cout below. The contact
in !uestion shows, upon its face, that the defendant #ade the sa#e with the plaintiff, Not
havin" aised the !uestion in the cout below, and havin" ad#itted the e5ecution and delivey
of the contact in !uestion with the plaintiff, we ae of the opinion that his ad#ission is
conclusive upon that !uestion 0pa. + of special defense of defendantGs answe1 and need not
be futhe discussed.
The appellant futhe contends that the action was pe#atue, fo the eason that the plaintiff
had not paid no offeed to pay the pice a"eed upon, unde the conditions na#ed, fo the
land in !uestion. That !uestion was not aised in the cout below, which fact, odinaily, would
be a sufficient answe to the contention of the appellant. 4t #ay be added, howeve, that the
3
defendant could not de#and the pay#ent until he had offeed the deeds of conveyance, in
accodance with the te#s of his contact. %e did not offe to co#ply with the te#s of his
contact. Tue it is that he offeed to co#ply patially with the te#s of the contact, but not
fully. *hile the pay#ent #ust be si#ultaneous with the delivey of the deeds of conveyance,
the pay#ent need not be #ade until the deed of conveyance is offeed. The plaintiff stood
eady and willin" to pefo# his pat of the contact i##ediately upon the pefo#ance on the
pat of the defendant. 0Ats. +68< and +38+ of Civil Code.1
4n the fifth assi"n#ent of eo the appellant contends that the lowe cout co##itted an eo
in not declain" that the defendant was not obli"ated to sell the $%acienda de Pito"o$ to the
plaintiff $po incu#pli#iento, enuncia abandono y ne"li"encia del #is#o de#andante, etc.$
07o nonfulfill#ent, enunciation, abandon#ent and ne"li"ence of plaintiff hi#self, etc.1 That
!uestion was not pesented to the cout below. But even thou"h it had been the ecod shows
that the plaintiff, at all ti#es, insisted upon a co#pliance with the te#s of the contact on the
pat of the defendant, standin" eady to co#ply with his pat of the sa#e.
The appellant contends in his si5th assi"n#ent of eo that the plaintiff had not suffeed the
da#a"es co#plained of, to wit, in the su# of P6.,.... The only poof upon the !uestion of
da#a"es suffeed by the plaintiff fo the nonco#pliance with the te#s of the contact in
!uestion on the pat of the defendant is that the plaintiff, in conte#plation of the co#pliance
with the te#s of the contact on the pat of the defendant, enteed into a contact with a thid
paty to sell the said $hacienda$ at a pofit of P,.,.... That poof is not disputed. No atte#pt
was #ade in the lowe cout to deny that fact. The poof shows that the peson with who#
the plaintiff had enteed into a conditional sale of the land in !uestion had #ade a deposit fo
the pupose of "uaanteein" the final consu##ation of that contact. By eason of the failue
of the defendant to co#ply with the contact hee in !uestion, the plaintiff was obli"ed to
etun the su# deposited by said thid paty with a po#ise to pay da#a"es. The ecod does
not show why the plaintiff did not as> fo da#a"es in the su# of P,.,.... %e as>ed fo a
(ud"#ent only in the su# of P6.,.... %e now as>s that the (ud"#ent of the lowe cout be
#odified and that he be "iven a (ud"#ent fo P,.,.... Considein" the fact that he neithe
as>ed fo a (ud"#ent fo #oe than P6.,... no appealed fo# the (ud"#ent of the lowe
cout, his e!uest now cannot be "anted. *e find no eason fo #odifyin" the (ud"#ent of
the lowe cout by vitue of the si5th assi"n#ent of eo.
4n the seventh assi"n#ent of eo the appellant contends that the contact of sale was not in
effect a contact of sale. %e alle"es that the contact was, in fact, a contact by vitue of which
the plaintiff po#ised to find a buye fo the pacel of land in !uestionB that the plaintiff was
not in fact the puchaseB that the only obli"ation that the plaintiff assu#ed was to find so#e
thid peson who would puchase the land fo# the defendant. A"ain, it would be sufficient to
say, in answe to that assi"n#ent of eo, that no contention of that natue was pesented in
the cout below, and fo that eason it is i#popely pesented now fo the fist ti#e. 4n
addition, howeve, it #ay be added that the defendant, in his answe, ad#itted that he not
only sold the land in !uestion, but offeed to tansfe the sa#e to the plaintiff, in co#pliance
with the contact. 0?ee answe of defendant.1
4n the ei"hth assi"n#ent of eo the appellant contends that the lowe cout co##itted an
eo in its ode e!uiin" hi# to convey to the plaintiff the $%acienda de Pito"o,$ fo the
eason that the plaintiff had not de#anded a tansfe of said popety, and fo the additional
eason that a potion of said $hacienda$ had aleady been sold to a thid peson. *ith
efeence to the fist contention, the ecod clealy shows that the plaintiff was constantly
insistin" upon a co#pliance with the te#s of the contact, to wit, a conveyance to hi# of the
$%acienda de Pito"o$ by the defendant. Natually, he efused, unde the contact, to accept a
conveyance of a pat only of said $hacienda.$ *ith efeence to the second contention, it #ay
be said that the #ee fact that the defendant had sold a pat of the $hacienda$ to othe
pesons, is no sufficient eason fo not e!uiin" a stict co#pliance with the te#s of his
contact with the plaintiff, o to answe in da#a"es fo his failue. 0Ats. ++.+ and +686 of the
Civil Code.1
4n view of the foe"oin", and afte a consideation of the facts and the law applicable theeto,
we ae pesuaded that thee is no eason "iven in the ecod (ustifyin" a #odification o
evesal of the (ud"#ent of the lowe cout. The sa#e is, howeve, heeby affi#ed, with
costs. ?o odeed.
4