Clarin vs Rulona

20 February 1984, 127 scra 512

Civil Law Law on Sales Perfected Contract of Sale
Clarin was the owner of a 10 hectare land in Carmen, Bohol. The same was said to be his share from the other co-owners. In 1959, he executed a
Contract of Sale with Rulona as he was selling his 10 hectare land. It was agreed that the purchase price would be P2500.00. Down payment would
be P1000.00 and the remaining balance would be paid monthly at P100.00 per month. Rulona paid the down payment as well as the
1st installment but then later on Clarin returned the P1100.00 against Rulonas will. Clarin said he could not convince the other co-owners about
the selling of his share. Clarin also said there was no perfected sale between him and Rulona as he said that the sale was subject to the condition
that the other co-owners should give their consent to the sale.
ISSUE: Whether or not there was a perfected contract of sale.
HELD: Yes there is. During trial there were 3 documents shown. Exhibit A shows that upon payment of P800.00 by Rulona, a survey of the land
was authorized. Exhibit B shows that P200.00, part of the down payment was paid to Clarin and that the 1st installment of P100.00 was also made.
Though these exhibits are not the Contract of Sale, they show that there was a contract of sale between Rulona and Clarin.
Construing Exhibits A and B together, it can be seen that the Clarin agreed to sell and Rulona agreed to buy a definite object, that is, 10 hectares of
land which is part and parcel of Lot 20 PLD No. 4, owned in common by the Clarin and his sisters although the boundaries of the 10 hectares
would be delineated at a later date. The parties also agreed on a definite price which is P2,500.00. Exhibit B further shows that Clarin has received
from Rulona as initial payment, the amount of P800.00. Hence, it cannot be denied that there was a perfected contract of sale between the parties
and that such contract was already partially executed when the petitioner received the initial payment of P800.00. The latters acceptance of the
payment clearly showed his consent to the contract thereby precluding him from rejecting its binding effect.
Further, Clarins letter to Rulona marked Exhibit C stated;
My dear Mr. Rulona:
Replying to your letter of recent date, I deeply regret to inform you that my daughter, Alice, who is now in Manila, could not be convinced by me
to sell the land in question, that is, the ten (10) hectares of land referred to in our tentative agreement. It is for this reason that I hereby authorize
the bearer, Mr. Paciano Parmisano, to return to you in person the sum of One Thousand and One Hundred (P1,100.00) Pesos which you have paid
in advance for the proposed sale of the land in question.
The reasons given by the Clarin cannot operate against the validity of the contract in question. A contract is valid even though one of the parties
entered into it against his better judgment.
FIESTAN VS CA
FACTS:
Petitioners spouses Dionisio Fiestan and Juanita Arconada were the owners of a parcel of land wituated in Ilocos Sur which they mortgaged to the
DBP as security for their P22,400.00 loan. For failure of petitioners to pay their mortgage indebtedness, the lot was acquired by the DBP as the
highest bidder at a public auction sale after it was extrajudicially foreclosed by the DBP. A certificate of sale was subsequently issued by the
Provincial Sheriff on the same day and the same was registered in the Office of the Register of Deeds. Earlier, petitioners executed a Deed of Sale
in favor of DBP which was likewise registered. Upon failure of petitioners to redeem the property within the one-year period, petitioners TCT lot
was cancelled by the Register of Deeds and in lieu thereof, it was issued to the DBP upon presentation of a duly executed affidavit of
consolidation of ownership. The DBP sold the lot to Francisco and the same was registered in the Office of the Register of Deeds. Subsequently,
the DBPs title over the lot was cancelled and in lieu thereof, the TCT was issued to Francisco Peria.
Francisco Peria secured a tax declaration for said lot and accordingly paid the taxes due thereon. He thereafter mortgaged to the PNB as security
for his loan of P15,000.00 as required by the bank to increase his original loan since petitioners were still in possession of the lot, the Provincial
Sheriff ordered them to vacate the premises. On the other hand, petitioners filed on August 23, 1982 a complaint for annulment of sale, mortgage
and cancellation of transfer certificates of title against the DBP, PNB, Francisco Peria and the Register of Deeds before the RTC.
ISSUE:
Whether or not that the extrajudicial foreclosure sale is null and void by virtue of lack of a valid levy.
HELD:
No. The formalities of a levy, as an essential requisite of a valid execution sale under Section 15 of Rule 39 and a valid attachment lien under Rule
57 of the Rules of Court, are not basic requirements before an extrajudicially foreclosed property be sold at public auction. The case at bar, as the
facts disclose, involves an extrajudicial foreclosure sale.

In extrajudicial foreclosure of mortgage, the property sought to be foreclosed need not be identified or set apart by the sheriff from the whole mass
of property of the mortgagor for the purpose of satisfying the mortgage indebtedness. For, the essence of a contract of mortgage indebtedness is
that a property has been identified or set apart from the mass of the property of the debtor-mortgagor as security for the payment or fulfillment of
the obligation to answer the amount of indebtedness, in case of default of payment. By virtue of the special power inserted or attached to the
mortgage contract, the mortgagor has authorized the mortgagee-creditor or any other person authorized to act for him to sell said property in
accordance with the formalities required under Act No. 3135, as amended.
The Court finds that the formalities prescribed under Sections 2, 3 and 4 of Act No. 3135, as amended, were substantially complied with in the
instant case.
DELPHER TRADES CORPORATION vs. IAC
G.R. No. L-69259 January 26, 1988
Facts:
Delfin Pacheco and sister Pelagia were the owners of a parcel of land in Polo (now Valenzuela). On April 3, 1974, they leased to Construction
Components International Inc. the property and providing for a right of first refusal should it decide to buy the said property.
Construction Components International, Inc. assigned its rights and obligations under the contract of lease in favor of Hydro Pipes Philippines,
Inc. with the signed conformity and consent of Delfin and Pelagia. In 1976, a deed of exchange was executed between lessors Delfin and Pelagia
Pacheco and defendant Delpher Trades Corporation whereby the Pachecos conveyed to the latter the leased property together with another parcel
of land also located in Malinta Estate, Valenzuela for 2,500 shares of stock of defendant corporation with a total value of P1.5M.
On the ground that it was not given the first option to buy the leased property pursuant to the proviso in the lease agreement, respondent Hydro
Pipes Philippines, Inc., filed an amended complaint for reconveyance of the lot.
Trivia lang: Delpher Trades Corp is owned by the Pacheco Family, managed by the sons and daughters of Delfin and Pelagia. Their primary
defense is that there is no transfer of ownership because the Pachecos remained in control of the original co-owners. The transfer of ownership, if
anything, was merely in form but not in substance.
Issue:
WON the Deed of Exchange of the properties executed by the Pachecos and the Delpher Trades Corporation on the other was meant to be a
contract of sale which, in effect, prejudiced the Hydro Phils right of first refusal over the leased property included in the deed of exchange? NO
Held:
By their ownership of the 2,500 no par shares of stock, the Pachecos have control of the corporation. Their equity capital is 55% as against 45% of
the other stockholders, who also belong to the same family group. In effect, the Delpher Trades Corporation is a business conduit of the Pachecos.
What they really did was to invest their properties and change the nature of their ownership from unincorporated to incorporated form by
organizing Delpher Trades Corporation to take control of their properties and at the same time save on inheritance taxes.
The Deed of Exchange of property between the Pachecos and Delpher Trades Corporation cannot be considered a contract of sale. There was no
transfer of actual ownership interests by the Pachecos to a third party. The Pacheco family merely changed their ownership from one form to
another. The ownership remained in the same hands. Hence, the private respondent has no basis for its claim of a light of first refusal under the
lease contract.
CAVEAT: The case has not fully explained the difference between sale and barter. So here is a foreign decision.
State vs. Gillam, 47 Arkansas 555
Where one commodity is exchanged for another of the same kind or a different kind, without agreement as to price, or reference to money
payment, the transaction is not a sale, but a barter or exchange.
A sale may be deemed as an agreement for the transfer of the whole ownership in a given article for a consideration, called a price in money, or
measured in money value. Stated in other words, it is a transaction by which the one person, the seller, agrees to part with his ownership in given
property to another who agrees to receive that ownership and make payment therefor. Now a barter is quite different. It is a transaction whereby
one person agrees to exchange his ownership in one article of property for the ownership of another article of property; it is a mere exchange of
personal property.
In this case, an exchange in ownership was made between the shares of stocks and the land in dispite, but it was an exchange merely, not a sale.
No price in money was paid; there was merely an exchange in ownership of two articles.

ADELFA PROPERTIES, INC vs. CA et al

G.R. No. 111238
January 25, 1995
FACTS: Private respondents and their brothers Jose and Dominador were the registered CO-OWNERS of a parcel of land in Las Pinas, covered by
a TCT.
Jose and Dominador sold their share (eastern portion of the land) to Adelfa. Thereafter, Adelfa expressed interest in buying the western portion of
the property from private respondents herein. Accordingly, an exclusive Option to Purchase was executed between Adelfa and Private
respondents and an option money of 50,000 was given to the latter.
A new owners copy of the certificate of title was issued (as the copy with respondent Salud was lost) was issued but was kept by Adelfas
counsel, Atty. Bernardo.
Before Adelfa could make payments, it received summons as a case was filed (RTC Makati) against Jose and Dominador and Adelfa, because of a
complaint in a civil case by the nephews and nieces of private respondents herein. As a consequence, Adelfa, through a letter, informed the
private respondents that it would hold payment of the full purchase price and suggested that they settle the case with their said nephews and
nieces. Salud did not heed the suggestion; respondents informed Atty. Bernardo that they are canceling the transaction. Atty Bernardo made
offers but they were all rejected.
RTC Makati dismissed the civil case. A few days after, private respondents executed a Deed of Conditional Sale in favor of Chua, over the same
parcel of land.
Atty Bernardo wrote private respondents informing them that in view of the dismissal of the case, Adelfa is willing to pay the purchase price, and
requested that the corresponding deed of Absolute Sale be executed. This was ignored by private respondents.
Private respondents sent a letter to Adelfa enclosing therein a check representing the refund of half the option money paid under the exclusive
option to purchase, and requested Adelfa to return the owners duplicate copy of Salud. Adelfa failed to surrender the certificate of title, hence the
private respondents filed a civil case before the RTC Pasay, for annulment of contract with damages. The trial court directed the cancellation of the
exclusive option to purchase. On appeal, respondent CA affirmed in toto the decision of the RTC hence this petition.
ISSUE:
WON the agreement between Adelfa and Private respondents was strictly an option contract
WON Article 1590 applies in this case, thereby justifiying the refusal by Adelfa to pay the balance of the purchase price
WON Private respondents could unilaterraly and prematurely terminate the option period, if indeed it is a option contract, as the option period
has not lapsed yet.
HELD: The judgement of the CA is AFFIRMED
1. NO. The agreement between the parties is a contract to sell, and not an option contract or a contract of sale.
Contract to SELL
-

by agreement the ownership is reserved in the vendor and is not to pass until the full payment of the price

title is retained by the vendor until the full payment of the price, such payment being a positive

Contract of SALE
-

the title passes to the vendee upon the delivery of the thing sold

the vendor has lost and cannot recover ownership until and unless the contract is resolved or rescinded

There are two features which convince us that the parties never intended to transfer ownership to petitioner except upon the full payment of the
purchase price.

(1)
the exclusive option to purchase, although it provided for automatic rescission of the contract and partial forfeiture of the amount already
paid in case of default, does not mention that petitioner is obliged to return possession or ownership of the property as a consequence of nonpayment. There is no stipulation anent reversion or reconveyance of the property to herein private respondents in the event that petitioner does
not comply with its obligation. With the absence of such a stipulation, although there is a provision on the remedies available to the parties in case
of breach, it may legally be inferred that the parties never intended to transfer ownership to the petitioner to completion of payment of the
purchase price.
(2)
Secondly, it has not been shown there was delivery of the property, actual or constructive, made to herein petitioner. The exclusive option
to purchase is not contained in a public instrument the execution of which would have been considered equivalent to delivery. Neither did
petitioner take actual, physical possession of the property at any given time. It is true that after the reconstitution of private respondents
certificate of title, it remained in the possession of petitioners counsel, Atty. Bayani L. Bernardo, who thereafter delivered the same to herein
petitioner. Normally, under the law, such possession by the vendee is to be understood as a delivery. 18 However, private respondents explained
that there was really no intention on their part to deliver the title to herein petitioner with the purpose of transferring ownership to it. They claim
that Atty. Bernardo had possession of the title only because he was their counsel in the petition for reconstitution.
In effect, there was an implied agreement that ownership shall not pass to the purchaser until he had fully paid the price in this case. Article 1478
of the civil code does not require that such a stipulation be expressly made. Consequently, an implied stipulation to that effect is considered valid
and, therefore, binding and enforceable between the parties. It should be noted that under the law and jurisprudence, a contract which contains
this kind of stipulation is considered a contract to sell.
The important task in contract interpretation is always the ascertainment of the intention (parties never intended to transfer ownership to
petitioner except upon the full payment of the purchase price) of the contracting parties and that task is, of course, to be discharged by looking to
the words they used to project that intention in their contract. 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.
The obligation of petitioner consisted of an obligation to give something, that is, the payment of the purchase price. The contract did not simply
give petitioner the discretion to pay for the property. It will be noted that there is nothing in the said contract to show that petitioner was merely
given a certain period within which to exercise its privilege to buy. The agreed period was intended to give time to herein petitioner within which
to fulfill and comply with its obligation, that is, to pay the balance of the purchase price. No evidence was presented by private respondents to
prove otherwise.
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 the obligation of petitioner to pay the purchase price is specific, definite and certain, and consequently
binding and enforceable. Had private respondents chosen to enforce the contract, they could have specifically compelled petitioner to pay the
balance. This is distinctly made manifest in the contract itself as an integral stipulation, compliance with which could legally and definitely be
demanded from petitioner as a consequence.
While there is jurisprudence to the effect that a contract which provides that the initial payment shall be totally forfeited in case of default in
payment is to be considered as an option contract, still we are not inclined to conform with the findings of respondent court and the court a
quo that the contract executed between the parties is an option contract, for the reason that the parties were already contemplating the payment of
the balance of the purchase price, and were not merely quoting an agreed value for the property. The term balance, connotes a remainder or
something remaining from the original total sum already agreed upon.
In other words, the alleged option money was actually earnest money which was intended to form part of the purchase price. The amount was not
distinct from the cause or consideration for the sale of the property, but was itself a part thereof. It is a statutory rule that whenever earnest money
is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract. It constitutes an advance
payment and must, therefore, be deducted from the total price. Also, earnest money is given by the buyer to the seller to bind the bargain.
There are clear distinctions between earnest money and option money, viz.:
(a) earnest money is part of the purchase price, while option money ids the money given as a distinct consideration for an option contract;
(b) earnest money is given only where there is already a sale, while option money applies to a sale not yet perfected; and
(c) when earnest money is given, the buyer is bound to pay the balance, while when the would-be buyer gives option money, he is not required to
buy.
The aforequoted characteristics of earnest money are apparent in the so-called option contract under review, even though it was called option
money by the parties. In addition, private respondents failed to show that the payment of the balance of the purchase price was only a condition
precedent to the acceptance of the offer or to the exercise of the right to buy. On the contrary, it has been sufficiently established that such
payment was but an element of the performance of petitioners obligation under the contract to sell.
2. Its failure to pay the purchase price within the agreed period, petitioner invokes Article 1590 of the civil Code which provides:

Art. 1590. Should the vendee be disturbed in the possession or ownership of the thing acquired, or should he have reasonable grounds to fear such
disturbance, by a vindicatory action or a foreclosure of mortgage, he may suspend the payment of the price until the vendor has caused the
disturbance or danger to cease, unless the latter gives security for the return of the price in a proper case, or it has been stipulated that,
notwithstanding any such contingency, the vendee shall be bound to make the payment. A mere act of trespass shall not authorize the suspension
of the payment of the price.
Respondent court refused to apply the aforequoted provision of law on the erroneous assumption that the true agreement between the parties was
a contract of option. As we have hereinbefore discussed, it was not an option contract but a perfected contract to sell. Verily, therefore, Article 1590
would properly apply.
Both lower courts, are in accord that since the Civil Case in Makati involved only the eastern half of the land subject of the deed of sale between
Adelfa and the Jimenez brothers, it did not, therefore, have any adverse effect on private respondents title and ownership over the western half of
the land which is covered by the contract subject of the present case. But at a glance, it is easily discernible that, although the complaint prayed for
the annulment only of the contract of sale executed between petitioner and the Jimenez brothers, the plaintiffs therein were claiming to be coowners of the entire parcel of land, and not only of a portion thereof nor, as incorrectly interpreted by the lower courts, not pertaining exclusively
to the eastern half adjudicated to the Jimenez brothers.
Such being the case, petitioner 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 private respondents that petitioner 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 Article 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.
3. YES. The private respondents may no longer be compelled to sell and deliver the subject property to petitioner for two reasons, that is,
petitioners failure to duly effect the consignation of the purchase price after the disturbance had ceased; and, secondarily, the fact that the contract
to sell had been validly rescinded by private respondents.
The mere sending of a letter by the vendee expressing the intention to pay, without the accompanying payment, is not considered a valid tender
of payment. Besides, a mere tender of payment is not sufficient to compel private respondents to deliver the property and execute the deed of
absolute sale. It is consignation which is essential in order to extinguish petitioners obligation to pay the balance of the purchase price.
The rule is different in case of an option contract or in legal redemption or in a sale with right to repurchase, wherein consignation is not necessary
because these cases involve an exercise of a right or privilege (to buy, redeem or repurchase) rather than the discharge of an obligation, hence
tender of payment would be sufficient to preserve the right or privilege. This is because the provisions on consignation are not applicable when
there is no obligation to pay. A contract to sell, as in the case before us, involves the performance of an obligation, not merely the exercise of a
privilege of a right. Consequently, performance or payment may be effected not by tender of payment alone but by both tender and consignation.
Furthermore, petitioner no longer had the right to suspend payment after the disturbance ceased with the dismissal of the civil case filed against
it. Necessarily, therefore, its obligation to pay the balance again arose and resumed after it received notice of such dismissal. Unfortunately,
petitioner failed to seasonably make payment. By reason of petitioners failure to comply with its obligation, private respondents elected to resort
to and did announce the rescission of the contract through its letter to petitioner. That written notice of rescission is deemed sufficient under the
circumstances. Article 1592 of the Civil Code which requires 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.
In the case at bar, it has been shown that although petitioner was duly furnished and did receive a written notice of rescission which specified the
grounds therefore, it failed to reply thereto or protest against it. By such cavalier disregard, it has been effectively estopped from seeking the
affirmative relief it now desires but which it had theretofore disdained.
NOTES:
1. a deed of sale is considered absolute in nature where there is neither
(a) a stipulation in the deed that title to the property sold is reserved in the seller until the full payment of the price, nor
(b) one giving the vendor the right to unilaterally resolve the contract the moment the buyer fails to pay within a fixed period.
2. We are not unaware of the ruling in University of the Philippines vs. De los Angeles, etc. 50 that the right to rescind is not absolute, being ever
subject to scrutiny and review by the proper court. It is our considered view, however, that this rule applies to a situation where the extrajudicial
rescission is contested by the defaulting party. In other words, resolution of reciprocal contracts may be made extrajudicially unless successfully
impugned in court. If the debtor impugns the declaration, it shall be subject to judicial determination 51 otherwise, if said party does not oppose it,
the extrajudicial rescission shall have legal effect. 52
3. Option vs. contract

An option, as used in the law on sales, is a continuing offer or contract by which the owner stipulates with another that the latter shall have the
right to buy the property at a fixed price within a certain time, or under, or in compliance with, certain terms and conditions, or which gives to the
owner of the property the right to sell or demand a sale. It is also sometimes called an unaccepted offer. An option is not of itself a purchase, but
merely secures the privilege to buy. It is not a sale of property but a sale of property but a sale of the right to purchase. It is simply a contract by
which the owner of property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time. He
does not sell his land; he does not then agree to sell it; but he does sell something, that it is, the right or privilege to buy at the election or option of
the other party.
Its distinguishing characteristic is that it imposes no binding obligation on the person holding the option, aside from the consideration for the
offer. Until acceptance, it is not, properly speaking, a contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right
in the subject matter, but is merely a contract by which the owner of property gives the optionee the right or privilege of accepting the offer and
buying the property on certain terms.
On the other hand, a contract, like a contract to sell, involves a meeting of minds two persons whereby one binds himself, with respect to the
other, to give something or to render some service. Contracts, in general, are perfected by mere consent, which is manifested by the meeting of the
offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute.
The distinction between an option and a contract of sale is that an option is an unaccepted offer. It states the terms and conditions on which the
owner is willing to sell the land, if the holder elects to accept them within the time limited. If the holder does so elect, he must give notice to the
other party, and the accepted offer thereupon becomes a valid and binding contract. If an acceptance is not made within the time fixed, the owner
is no longer bound by his offer, and the option is at an end.
A contract of sale, on the other hand, fixes definitely the relative rights and obligations of both parties at the time of its execution. The offer and
the acceptance are concurrent, since the minds of the contracting parties meet in the terms of the agreement.
BOWE and ARBOLARIO vs. CA and GARCIA (1993)
CAMPOS, JR., J.:

SELLER GARCIA
BUYER - ARBOLARIO

June 27, 1979 - Teodoro Garcia's wife Luz Garcia was the owner of a 2 storey, 6-door apartment in Olongapo City. She entered into a contract
of lease with Laura Arbolario over the same property.

October of 1982 - Teodoro Garcia and his son, Serafin Garcia, verbally agreed to sell subj house and lot to the Arbolario spouses for P220k.
After had already made several payments - Garcia wrote them a letter that the deal is off

o September 1, 1984 Serafin went to Arbolarios and offered an accounting of the amounts they have paid (to compute them as rentals) but
Arbolarios refused claiming that the house and lot was already their property this was done when the contract of lease was over

Garcias filed a complaint against Arbolarios before the RTC of Olongapo alleging that

conditions on contract of lease have been fully satisfied

They also asked for various damages -Sa actual (from rent), moral, exemplary

PRAYER for termination of the contract of lease as of September 1, 1984

reimburse all rents received from said 6-door apartment from September 2, 1984 up to the time she shall vacate the premises

Arbolarios additionally aver that they already made considerable improvements and repairs on the apartments and that they have a perfect
right not to vacate the premises being owners thereof by virtue of the sale they also expressed willingness to tender remaining BAL P153K upon
order of the court

ISSUES:
1.

WON the contract is one of sale or one to sell? [FOCUS ON THIS ONE]

2.

WON the contract of lease has been supplanted or abandoned?

HELD/RATIO:
1.

It is a CONTRACT TO SELL

Arbolario

Garcia

Contact of lease was already abandoned by a perfected verbal contract of sale which has
already been partially performed

Mere contract sell or at a conditional

contract of sale at most

Lessor-Lesse terminated by perfection

Introduced receipts as proof of partial performance

o Indeed a contract of sale is perfected by mere consent. It is not enough to state, however, that the contract of sale, being consensual, became
effective between Arbolarios and Garcias in 1982

Citing Lim vs. CA

o Contract of Sale ownership passes to buyer upon delivery Seller auto loses ownership
o Contract to Sell ownership is reserved until full payment of purchase price Buyer must comply with condition of purchase price payment
before he becomes owner

What is crucial at this point is to ascertain those undertakings which the parties have consented in order to determine the nature of their
agreement.
o No immediate transfer of title - absence of formal deed of conveyance strongly indicates parties did not intend sale
o

Arbolarios should have insisted the contract of absolute sale be reduced to writing if it were indeed contract of sale

o At time Arbolarios were delivering unpaid BAL and was rejected - they asked to be given back the amount they paid - SC held this as contrary
to their later claim that they are owners (Note: if they were already owners asking for the payment back would not have been an option kasi it
would be tantamount to giving the ownership back)
o

2.

Payment of the consideration was positive suspensive condition - not fulfilled - ownership never passed

No the contract of lease has not been supplanted or abandoned because of lack of notice to vacate.

o An implied new lease or tacita reconduccion will set in if it is shown that: (a) the term of the original contract of lease has expired; (b) the lessor
has not given the lessee a notice to vacate; and (c) the lessee continued enjoying the thing leased for fifteen days with the acquiescence of the
lessor. This acquiescence may be inferred from this failure to serve a notice to quit.
o

Discontinuance of lease must be AN EXPRESS NOTICE TO VACATE made within 15 day period

IN THIS CASE - implied renewal of the lease contract hence no unlawful detainer

no talks have been held concerning the renewal of the lease.

o Not only was there an absence of notice to vacate but there were also no communications that transpired between the parties regarding the
lease. The earliest communication that has been shown was in October, 1984, definitely way beyond the 15-day statutory period required by law.