Norkis Distributor vs.

CA
G.R. No. 91029, February 7,1991; 193 SCRA 694

seller, Norkis, which was still the owner and possessor of the motorcycle when it was
wrecked. This is in accordance with the well- known doctrine of res perit domino.

FACTS:
Petitioner Norkis Distributors, Inc. is the distributor of Yamaha motorcycles in Negros
Occidental. On September 20, 1979, private respondent Alberto Nepales bought from the
Norkis Bacolod branch a brand new Yamaha Wonderbike motorcycle Model YL2DX. The
price of P7,500.00 was payable by means of a Letter of Guaranty from the DBP, which
Norkis agreed to accept. Credit was extended to Nepales for the price of the motorcycle
payable by DBP upon release of his motorcycle loan. As security for the loan, Nepales
would execute a chattel mortgage on the motorcycle in favor of DBP. Petitioner issued a
sales invoice which Nepales signed in conformity with the terms of the sale. In the
meantime, however, the motorcycle remained in Norkis possession. On January 22, 1980,
the motorcycle was delivered to a certain Julian Nepales, allegedly the agent of Alberto
Nepales. The motorcycle met an accident on February 3, 1980 at Binalbagan, Negros
Occidental. An investigation conducted by the DBP revealed that the unit was being driven
by a certain Zacarias Payba at the time of the accident. The unit was a total wreck was
returned.
On March 20, 1980, DBP released the proceeds of private respondents
motorcycle loan to Norkis in the total sum of P7,500. As the price of the motorcycle later
increased to P7,828 in March, 1980, Nepales paid the difference of P328 and demanded
the delivery of the motorcycle. When Norkis could not deliver, he filed an action for specific
performance with damages against Norkis in the RTC of Negros Occidental. He alleged that
Norkis failed to deliver the motorcycle which he purchased, thereby causing him damages.
Norkis answered that the motorcycle had already been delivered to private respondent
before the accident, hence, the risk of loss or damage had to be borne by him as owner of
the unit.

AZNAR V.YAPDIANGCO
13 SCRA 486

ISSUE:
Whether or not there has been a transfer of ownership of the motorcycle to Alberto
Nepales.
HELD:
No.The issuance of a sales invoice does not prove transfer of ownership of the thing sold to
the buyer. An invoice is nothing more than a detailed statement of the nature, quantity and
cost of the thing sold and has been considered not a bill of sale. In all forms of delivery, it is
necessary that the act of delivery whether constructive or actual, be coupled with
the intention of delivering the thing. The act, without the intention, is insufficient. When the
motorcycle was registered by Norkis in the name of private respondent, Norkis did not
intend yet to transfer the title or ownership to Nepales, but only to facilitate the execution of
a chattel mortgage in favor of the DBP for the release of the buyers motorcycle loan. The
Letter of Guarantee (Exh. 5) issued by the DBP, reveals that the execution in its favor of a
chattel mortgage over the purchased vehicle is a pre-requisite for the approval of the
buyer's loan. If Norkis would not accede to that arrangement, DBP would not approve
private respondent's loan application and, consequently, there would be no sale
Article 1496 of the Civil Code which provides that in the absence of an express assumption
of risk by the buyer, the things sold remain at sellers risk until the ownership thereof is
transferred to the buyer, is applicable to this case, for there was neither an actual nor
constructive delivery of the thing sold, hence, the risk of loss should be borne by the

FACTS:
Theodoro Santos advertised in the newspapers the sale of his Ford Fairlane 500. After the
advertisement, a certain de Dios, claiming to be the nephew of Marella, went to the
residence of Santos and expressing his uncles intent to purchase the car. Since Santos
wasn't around, it was Irineo who talked with de Dios. On being informed, Santos advised his
son to see Marella, which the son did. Marella expressed his intention to purchase the car. A
deed of sale was prepared and Irineo was instructed by his father not to part with the deed
and the car without receiving the purchase price from Marella. When irineo and de Dios
arrived at the residence of Marella, the latter averred that his money was short and had to
borrow from his sister. He then instructed de Dios and Irineo to go the supposed house of
the sister to obtain the money with an unidentified person. He also asked Irineo to leave the
deed to have his lawyer see it. Relying on the good faith of Marella, Irineo did as requested.
Upon arriving at thehouse of Marellas supposed to be sister, de Dios and the unidentified
person then disappeared together with the car. This prompted Santos to report the incident
to the authorities.
Thereafter, Marella was able to sell the car to Aznar. And while in possession of the car,
police authorities confiscated the same. This prompted Aznar to file an action for replevin.
Issue: W Aznar has the better title to the car. No
HELD: Vicente Marella did not have any title to the property under litigation because the
same was never delivered to him. He sought ownership or acquisition of it by virtue of the
contract. Vicente Marella could have acquired ownership or title to the subject matter
thereof only by the delivery or tradition of the car to him.
Under Article 712 of the Civil Code, "ownership and other real rights over property
are acquired and transmitted by law, by donation, by testate and intestate succession, and
in consequence of certain contracts, by tradition." As interpreted by this Court in a host of
cases, by this provision, ownership is not transferred by contract merely but by tradition or
delivery. Contracts only constitute titles or rights to the transfer or acquisition of ownership,
while delivery or tradition is the mode of accomplishing the same.
For the legal acquisition and transfer of ownership and other property rights, the thing
transferred must be delivered, inasmuch as, according to settled jurisprudence, the tradition
of the thing is a necessary and indispensable requisite in the acquisition of said ownership
by virtue of contract. So long as property is not delivered, the ownership over it is not
transferred by contract merely but by delivery. Contracts only constitute titles or rights to the
transfer or acquisition of ownership, while delivery or tradition is the method of
accomplishing the same, the title and the method of acquiring it being different in our law.
In the case on hand, the car in question was never delivered to the vendee by the vendor as
to complete or consummate the transfer of ownership by virtue of the contract. It should be
recalled that while there was indeed a contract of sale between Vicente Marella and
Teodoro Santos, the former, as vendee, took possession of the subject matter thereof by

stealing the same while it was in the custody of the latter's son.
There is no adequate evidence on record as to whether Irineo Santos voluntarily delivered
the key to the car to the unidentified person who went with him and L. De Dios to the place
on Azcarraga where a sister of Marella allegedly lived. But even if Irineo Santos did, it was
not the delivery contemplated by Article 712 of the Civil Code. For then, it would be
indisputable that he turned it over to the unidentified companion only so that he may drive
Irineo Santos and De Dios to the said place on Azcarraga and not to vest the title to the said
vehicle to him as agent of Vicente Marella. Article 712 above contemplates that the act be
coupled with the intent of delivering the thing.
The lower court was correct in applying Article 559 of the Civil Code to the case at bar, for
under it, the rule is to the effect that if the owner has lost a thing, or if he has been

unlawfully deprived of it, he has a right to recover it, not only from the finder, thief or robber,
but also from third persons who may have acquired it in good faith from such finder, thief or
robber.
The said article establishes 2 exceptions to the general rule of irrevindicabiltyto wit, the
owner has lost the thing or has been unlawfully deprived thereof. In these cases,
the possessor cannot retain the thing as against the owner who may recover it without
paying any indemnity, except when the possessor acquired it in a public sale. Furthermore,
the common law principle that where one of two innocent persons must suffer a fraud
perpetrated by another, the law imposes the loss upon the party who, by his misplaced
confidence, has enable the fraud to be committed, cannot be applied in this case, which is
covered by an express provision of law.