ATENEO

DE

M ANILA

LAW ON SALES OUTLINE

First Semester, SY 2012-2013

LAW SCHOOL
D EAN C ESAR L. V ILLANUEVA
ATTY . ALEXANDER C. D Y
ATTY . R AY P AOLO J. S ANTIAGO

I. THE NATURE OF SALE

A. D EFINITION (Art. 1458)
Sale is a contract whereby one of the contracting parties [the seller] obligates himself to transfer
2
the ownership and to deliver the possession, of a determinate thing, and the other party [the buyer] to
pay therefor a price certain in money or its equivalent. xCruz v. Fernando, 477 SCRA 173 (2005).3
1. Elements of Sale
Elements of sale: (a) consent or meeting of the minds; (b) determinate subject matter; and (c)
price certain in money or its equivalent. xNavarra v. Planters Dev. Bank, 527 SCRA 562 (2007).4
Sale being a consensual contract, its essential elements must be proven. xVillanueva v. CA,
267 SCRA 89 (1997).
Absence of any essential elements negates a sale xDizon v. CA, 302 SCRA 288 (1999),5 even
when earnest money has been paid. xManila Metal Container Corp. v. PNB, 511 SCRA 444 (2006).
But once all elements are proven, a sales validity is not affected by a previously executed
fictitious deed of sale. xPealosa v. Santos, 363 SCRA 545 (2001); and the burden is on the other
party to prove otherwise. xHeirs of Ernesto Biona v. CA, 362 SCRA 29 (2001).
2. Stages of Contract of Sale
Policitacion covers the period from the time the prospective contracting parties indicate interest
in the contract to the time the contract is perfected. Perfection takes place upon the concurrence of
the essential elements, which are the meeting of the minds of the parties as to the object of the
contract and upon the price. Consummation begins when the parties perform their respective
undertakings, culminating in the extinguishment thereof. xSan Miguel Properties Philippines, Inc. v.
Huang, 336 SCRA 737 (2000).6
3. Sale Creates Real Obligations To Give (Art. 1165)
4. Essential Characteristics of Sale:
a. Nominate and Principal
A contract of sale is what the law defines it to be, taking into consideration its essential
elements, and not what the contracting parties call it. xSantos v. Court of Appeals, 337 SCRA 67
(2000).7
b. Consensual (Art. 1475)
A contract of sale is not a real, but a consensual contract, and becomes valid and binding
upon the meeting of the minds of the parties as to the object and the price,8 consequently:
1

The Outline presents the manner by which the LAW ON SALES will be taken-up in class. The x's and those footnoted in the Outline
represent cases or topics which need no extended discussions, either because the essence of the rulings are already summarized
in the Outline or they contain similar rulings or doctrines as other cases to be discussed. Unless otherwise indicated, the
numbered articles refer to articles of the Civil Code of the Philippines.
2
Ownership is the independent and general power of a person over a thing for purposes recognized by law and within the limits established
thereby. According to Art. 428 of the Civil Code, this means that: The owner has the right to enjoy and dispose of a thing, without other
limitations than those established by law. x x x Aside from the jus utendi and the jus abutendi inherent in the right to enjoy the thing, the right
to dispose, or the jus disponendi, is the power of the owner to alienate, encumber, transform and even destroy the thing owned. Flancia v.
Court of Appeals, 457 SCRA 224 (2005).
3
Alfredo v. Borras, 404 SCRA 145 (2003); Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Roberts v. Papio, 515 SCRA 346
(2007).
4
Jovan Land, Inc. v. CA, 268 SCRA 160 (1997); Quijada v. CA, 299 SCRA 695 (1998); Co v. CA, 312 SCRA 528 (1999); San Andres v.
Rodriguez, 332 SCRA 769 (2000); Roble v. Arbasa, 362 SCRA 69 (2001); Polytechnic University v. CA, 368 SCRA 691 (2001); Katipunan v.
Katipunan, 375 SCRA 199 (2002); Londres v. CA, 394 SCRA 133 (2002); Manongsong v. Estimo, 404 SCRA 683 (2003); Jimenez, Jr. v.
Jordana, 444 SCRA 250 (2004); San Lorenzo Dev. Corp. v. CA, 449 SCRA 99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Roberts v.
Papio, 515 SCRA 346 (2007); Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007); Republic v. Florendo, 549 SCRA 527 (2008); GSIS v.
Lopez, 592 SCRA 456 (2009); Baladad v. Rublico, 595 SCRA 125 (2009); Del Prado v. Caballero, 614 SCRA 102 (2010); Montecalvo v.
Heirs of Eugenia T. Primero, 624 SCRA 575 (2010).
5
Roberts v. Papio, 515 SCRA 346 (2007); XYST Corp. v. DMC Urban Properties Dev., Inc., 594 SCRA 598 (2009).
6
Limketkai Sons Milling, Inc. v. Court of Appeals, 250 SCRA 523 (1995); Jovan Land, Inc. v. CA, 268 SCRA 160 (1997); Bugatti v. Court of
Appeals, 343 SCRA 335 (2000); Moreno, Jr. v. Private Management Office, 507 SCRA 63 (2006); Manila Metal Container Corp. v. PNB, 511
SCRA 444 (2006); Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007); Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315

2
Upon its perfection, the parties may reciprocally demand performance. xHeirs of Venancio
9
Bejenting v. Baez, 502 SCRA 531 (2006); subject only to the provisions of the law governing
the form of contracts. xCruz v. Fernando, 477 SCRA 173 (2005).

It remains valid even if parties have not affixed their signatures to its written form, xGabelo v.
CA, 316 SCRA 386 (1999), or the manner of payment is breached. xPilipinas Shell Petroleum
Corp v. Gobonseng, 496 SCRA 305 (2006).

In an Extrajudicial Settlement of Estate with Absolute Sale, it would be immaterial that the
buyers signature does not appear thereon since the contract of sale is consensual and
perfected by mere consent. xBaladad v. Rublico, 595 SCRA 125 (2009).
Failure of the subdivision developer to obtain a license to sell the subdivision lots does not
render the sales void on that ground alone especially that the parties have impliedly admitted
that there was already a meeting of the minds as to the subject of the sale and price of the
contract. Cantemprate v. CRS Realty Dev. Corp. 587 SCRA 492 (2009).

The binding effect of sale is based on the principle that the obligations arising therefrom have
the force of law between the parties. xVeterans Federation of the Philippines v. Court of Appeals,
345 SCRA 348 (2000).
Perfection Distinguished from Demandability Not all contracts of sale become
automatically and immediately effective. In sales with assumption of mortgage, there is a
condition precedent to the sellers consent and without the approval of the mortgagee, the sale is
not perfected. xBian Steel Corp. v. Court of Appeals, 391 SCRA 90 (2002).
No Contract Situation versus Void Contract Absence of consent (i.e., complete
meeting of minds) negates the existence of a perfected sale. xFirme v. Bukal Enterprises and
Dev. Corp., 414 SCRA 190 (2003). The contract then is null and void ab initio, absolutely wanting
in civil effects; hence, it does not create, modify, or extinguish the juridical relation to which it
refers. xCabotaje v. Pudunan, 436 SCRA 423 (2004).
When there is no meeting of the minds on price, the contract is not perfected and does not
serve as a binding juridical relation between the parties. xManila Metal Container Corp. v. PNB,
10
511 SCRA 444 (2006), and should be more accurately denominated as inexistent, as it did not
pass the stage of generation to the point of perfection. xNHA v. Grace Baptist Church, 424 SCRA
147 (2004).
c. Bilateral and Reciprocal (Arts. 1169 and 1191)
A contract of sale gives rise to reciprocal obligations, which arise from the same cause with
each party being a debtor and creditor of the other, such that the obligation of one is dependent
upon the obligation of the other; and they are to be performed simultaneously, so that the
performance of one is conditioned upon the simultaneous fulfillment of the other. Cortes v. Court
of Appeals, 494 SCRA 570 (2006).11
A perfected contract of sale carries the correlative duty of the seller to deliver the property
and the obligation of the buyer to pay the agreed price. Congregation of the Religious of the
Virgin Mary v. Orola, 553 SCRA 578 (2008).
The power to rescind is implied in reciprocal ones in case one of the obligors should not
comply with what is incumbent upon him, and without need of prior demand. Almocera v. Ong,
546 SCRA 164 (2008).12
d. Onerous (Gaite v. Fonacier, 2 SCRA 830 [1961])
e. Commutative (BUT SEE: Arts. 1355 and 1470)
In a contract of sale, there is no requirement that the price be equal to the exact value of the
subject matter of sale; all that is required is that the parties believed that they will receive good
value in exchange for what they will give. Buenaventura v. CA, 416 SCRA 263 (2003).
f. Sale Is Title and Not Mode
Sale is not a mode, but merely a title. A mode is the legal means by which dominion or
ownership is created, transferred or destroyed, but title is only the legal basis by which to affect
dominion or ownership. Sale by itself does not transfer or affect ownership; the most that sale
does is to create the obligation to transfer ownership. It is tradition or delivery, as a consequence

Court of Appeals, 394 SCRA 133 (2002); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Buenaventura v. Court of Appeals, 416 SCRA
263 (2003); San Lorenzo Dev. Corp. v. CA, 449 SCRA 99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Ainza v. Padua, 462 SCRA 614
(2005); Roberts v. Papio, 515 SCRA 346 (2007); MCC Industrial Sales Corp. v. Ssangyong Corp., 536 SCRA 408 (2007); Castillo v. Reyes.
539 SCRA 193 (2007); XYST Corp. v. DMC Urban Properties Dev., Inc., 594 SCRA 598 (2009); Del Prado v. Caballero, 614 SCRA 102
(2010).
9
Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).

3
of sale, that actually transfers ownership. xSan Lorenzo Dev. Corp. v. CA, 449 SCRA 99 (2005),
citing VILLANUEVA, PHILIPPINE LAW ON SALES, 1995 ed., at p. 5.

13

Sellers ownership of the thing sold is not an element of perfection; what the law requires is
that seller has the right to transfer ownership at the time of delivery. xQuijada v. CA, 299 SCRA
695 (1998).14
BUT SEE: xTitong v. CA, 287 SCRA 102 (1998), which defined a sale as a contract transferring
dominion and other real rights in the thing sold.

B. S ALE D ISTINGUISHED FROM S IMILAR C ONTRACTS

A contract is what the law defines it to be, taking into consideration its essential elements, and the
title given to it by the parties is not as much significant as its substance.15 The transfer of ownership in
exchange for a price paid or promised is the very essence of a contract of sale. xSantos v. Court of
Appeals, 337 SCRA 67 (2000).
In determining the real character of sale, courts look at the intent of the parties, their true aim and
purpose in entering into the contract, as well as by their conduct, words, actions and deeds prior to,
during and immediately after executing the agreement, and not at the nomenclature used to describe
it, xLao v. Court of Appeals, 275 SCRA 237 (1997).
1. Donation (Arts. 725 and 1471)
Unlike a donation, sale is a disposition for valuable consideration with no diminution of the estate
but merely substitution of values, with the property sold replaced by the equivalent monetary
consideration; unlike donation, a valid sale cannot have the legal effect of depriving the compulsory
heirs of their legitimes. xManongsong v. Estimo, 404 SCRA 683 (2003).
The rules on double sales under Art. 1544 find no relevance to contracts of donation. xHemedes
v. Court of Appeals, 316 SCRA 347 (1999).
2. Barter (Arts. 1468, 1638 to 1641)
3. Contract for Piece-of-W ork (Arts. 1467, 1713 to 1715)
Crux: Ineluctably, whether the contract be one of sale or one for a piece of work, a transfer of
ownership is involved and a party necessarily walks away with an object. xCommissioner of
Internal Revenue v. CA, 271 SCRA 605 (1997), citing VILLANUEVA, LAW ON SALES, pp. 7-9 (1995). In
both, the provisions on warranty of title against hidden defects applies. xDio v. CA, 359 SCRA 91
(2001).
When a person stipulates for the future sale of articles which he is habitually making, and which
at the time are not made or finished, it is essentially a contract of sale and not a contract for labor
xInchausti & Co. v. Cromwell, 20 Phil. 345 (1911); even when he executes production thereof only
after an order is placed by customers. Celestino & Co. v. Collector, 99 Phil. 841 (1956).
If the thing is specially done only upon the specific order of another, this is a contract for a
piece of work; if the thing is manufactured or procured for the general market in the ordinary course
of business, it is a contract of sale. Commissioner of Internal Revenue v. Engineering
Equipment & Supply Co., 64 SCRA 590 (1975).16
To Tolentino, the distinction depends on the intention of parties: if parties intended that at some
future date an object has to be delivered, without considering the work or labor of the party bound
to deliver, the contract is one of sale; but if one of the parties accepts the undertaking on the basis
of some plan, taking into account the work he will employ personally or through another, the
contract is for a piece of work. xEngineering & Machinery Corp. v. CA, 252 SCRA 156 (1996).
4. Agency to Sell (Art. 1466)
Assumption by agent of the risk pertaining to the cost or price of the subject matter makes the
relationship that of buyer-seller, for the agent does not assume risk with respect to the price or the
property subject of the relationship. xKer & Co., Ltd. v. Lingad, 38 SCRA 524 (1971). Consequently:
(a) the contractual relationship is not inherently revocable. Quiroga v. Parsons, 38 Phil. 501
(1918); or (b) the purported agent does not have to account for the profit margin earned from
acquiring the property for the purported principal. Puyat v. Arco Amusement Co., 72 Phil. 402
(1941).
One factor that most clearly distinguishes agency from other legal concepts, including sale, is
control; one person the agent agrees to act under the control or direction of another the
principal. xVictorias Milling Co., Inc. v. CA, 333 SCRA 663 (2000).
13
14

Acap v. CA, 251 SCRA 30 (1995).

Equatorial Realty Dev. Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003); Heirs of

4
Commercial broker, commission merchant or indentor is a middleman acting in his own name,
and acts as agent for both seller and buyer to effect a sale between them. Although he is neither
seller nor buyer to the contract effected he may voluntarily assume warranties of seller. xSchmid
and Oberly, Inc. v. RJL Martinez, 166 SCRA 493 (1988).
5. Dacion En Pago (Arts. 1245 and 1934)
Governed by the law on sales, dation in payment is a transaction that takes place when property
is alienated to the creditor in full satisfaction of a debt in money it involves the delivery and
transmission of ownership of a thing as an accepted equivalent of the performance of the obligation.
Yuson v. Vitan, 496 SCRA 540 (2007).
In its modern concept, what actually takes place in dacion en pago is an objective novation of
the obligation where the thing offered as an accepted equivalent of the performance of an obligation
is considered as the object of the contract of sale, while the debt is considered as the purchase
price. xAquintey v. Tibong 511 SCRA 414 (2006).17
Elements of dation in payment: (a) performance of the prestation in lieu of payment (animo
solvendi) which may consist in the delivery of a corporeal thing or a real right or a credit against the
third person; (b) some difference between the prestation due and that which is given in substitution
(aliud pro alio); and (c) agreement between the creditor and debtor that the obligation is immediately
extinguished by reason of the performance of a presentation different from that due. Lo v. KJS
Eco-Formwork System Phil., Inc., 413 SCRA 182 (2003).18
There is no dation in payment where there is no transfer of ownership in the creditors favor, as
when the possession of the thing is merely given to the creditor by way of security. Fort Bonifacio
Dev. Corp. v. Yllas Lending Corp., 567 SCRA 454 (2008); as when the possession is only by way of
security. xPNB v. Pineda, 197 SCRA 1 (1991).
For dacion to arise, there must be actual delivery of the property to the creditor by way of
19
extinguishment of the pre-existing debt. Philippine Lawin Bus Co. v. CA, 374 SCRA 332 (2002).
BUT SEE OBITER: SSS v. Court of Appeals, 553 SCRA 677 (2008).
In a true dacion en pago, the assignment of the property extinguishes the monetary debt. Ong v.
Roban Lending Corp., 557 SCRA 516 (2008).
A creditor, especially a bank, which enters into dacion en pago, should know and must accept
the legal consequence thereof, that the pre-existing obligation is totally extinguished. xEstanislao v.
East West Banking Corp., 544 SCRA 369 (2008).
A property subject to a real estate mortgage, which has not been foreclosed, may validly be the
subject of dacion en pago, for a mortgage does not take away the property rights of the mortgagor;
however, the creditor who becomes the buyer of the property is subject to the real estate mortgage
lien. xTypingco v. Lim, 604 SCRA 396 (2009).
6. Lease (Arts. 1484 and 1485)
When rentals in a lease are clearly meant to be installment payments to a sale contract,
despite the nomenclature given by the parties, it is a sale by installments and governed by the Recto
Law. xFilinvest Credit Corp. v. CA, 178 SCRA 188 (1989).

II. PARTIES TO A CONTRACT OF SALES (Arts. 1489-1492)

1. General Rule: Every person having legal capacity to obligate himself, may validly enter into a
contract of sale, whether as seller or as buyer. (Art. 1489)
2. Minors, Insane and Demented Persons, Deaf-Mutes (Arts. 1327, 1397 and 1399)
A minor cannot be deemed to have given her consent to a contract of sale; consent is among
the essential requisites of a contract, including one of sale, absent of which there can be no valid
contract. [?] xLabagala v. Santiago, 371 SCRA 360 (2001).
a. Necessaries (Arts. 1489 and 290)
b. xEmancipation (Arts. 399 and 1397; Inutile: Majority age now at 18 years, Arts. 234 and
236, Family Code, amended by R.A. 6809).
c. Protection of the Senile and Elderly (Art. 24) and Illiterates (Art. 1332)
Under Art. 1332, when one of the parties is unable to read, or if the contract is in a language
not understood by him, and mistake or fraud is alleged, the person enforcing the contract must
17

Dao Heng Bank, Inc. (now Banco de Oro Universal Bank) v. Laigo, 571 SCRA 434 (2008); Technogas Philippines Mfg. Corp. v. PNB, 551

5
show that the terms thereof have been fully explained to the former; otherwise, sale is void. [?]
xVda. De Ape v. Court of Appeals, 456 SCRA 193 (2005).
While a person is not incompetent to contract merely because of advanced years or by reason
of physical infirmities, when such age or infirmities have impaired the mental faculties so as to
prevent the person from properly, intelligently or firmly protecting his property rights, then he is
undeniably incapacitated, and the sale he entered into is void [?]. Paragas v. Heirs of
Dominador Balacano, 468 SCRA 717 (2005).20
3. Sales By and Between Spouses:
a. Contracts with Third Parties (Arts. 73, 96, and 124, Family Code)
Under Art. 124 of Family Code, sale by husband of a conjugal property without the wifes
consent is void, not merely voidable, since the resulting contract lacks one of the essential
elements of full consent. xGuiang v. CA, 291 SCRA 372 (1998).21
A wife affixing her signature to a Deed of Sale as a witness is deemed to have given her
consent. xPelayo v. Perez, 459 SCRA 475 (2005).
As an exception, husband may dispose of conjugal property without wifes consent if such sale
is necessary to answer for conjugal liabilities mentioned in Articles 161 and 162. xAbalos v.
Macatangay, Jr., 439 SCRA 64 (2004).
b. Between Spouses (Arts. 133, 1490, 1492; Sec. 87, Family Code)
Sales between spouses who are not governed by a complete separation of property regime
are void, not just voidable. xMedina v. Collector, 1 SCRA 302 (1960).
Sale by husband of conjugal land to his concubine is null and void for being contrary to morals
and public policy and subversive of the stability of the family, a basic social institution which public
policy cherishes and protects. Calimlim-Canullas v. Fortun, 129 SCRA 675 (1984).22
Since under Art. 1490, the spouses cannot validly sell property to one another, then policy
consideration and the dictates of morality require that the prohibition should apply also to commonlaw relationships. cf. Matabuena v. Cervantes, 38 SCRA 284 (1971).
Nevertheless, when property resold to a third-party buyer in good faith and for value,
reconveyance is no longer available. xCruz v. CA, 281 SCRA 491 (1997).
The in pari delicto doctrine would apply to the spouses-parties under Art. 1490, since only the
heirs and the creditors can question the sales nullity. xModina v. Court of Appeals, 317 SCRA 696
(1999).
4. Others Relatively Disqualified (Arts. 1491 and 1492)
Contracts entered into in violation of Arts. 1490 and 1492 are not merely voidable, but are null
and void. Rubias v. Batiller, 51 SCRA 120 (1973).23
a. Guardians, Agents and Administrators
No more need to comply with xRodriquez v. Mactal, 60 Phil. 13 (1934) which required
showing that a third party bought as conduit/nominee of the buyer disqualified under Art. 1491;
rather, the presumption now is that such disqualified party obtained the property in violation of
said article. Philippine Trust Co. v. Roldan, 99 Phil. 392 (1956).
Prohibition against agents does not apply if the principal consents to the sale of the property
in the hands of the agent. xDistajo v. CA, 339 SCRA 52 (2000).
Hereditary rights are not included in the prohibition insofar as administrator or executor of the
estate of the deceased. xNaval v. Enriquez, 3 Phil. 669 (1904).
b. Attorneys
Prohibition applies only while litigation is pending. xDirector of Lands v. Ababa, 88 SCRA 513
(1979); even when the litigation is not adversarial in nature Rubias v. Batiller, 51 SCRA 120
(1973); or when it is a certiorari proceeding that may have no merit xValencia v. Cabanting, 196
SCRA 302 (1991).
Prohibition applies only to a sale to a lawyer of record, and does not cover assignment of the
property given in judgment made by a client to an attorney, who has not taken part in the case.
Municipal Council of Iloilo v. Evangelista, 55 Phil. 290 (1930);24 nor to a lawyer who acquired
property prior to the time he intervened as counsel in the suit involving such property. Del Rosario
v. Millado, 26 SCRA 700 (1969).

6
Prohibition does not apply: (a) to sale of a land acquired by a client to satisfy a judgment in
his favor, to his attorney as long as the property was not the subject of the litigation. xDaroy v.
Abecia, 298 SCRA 172 (1998); or (b) to a contingency fee arrangement which grants the
lawyer of record proprietary rights to the property in litigation since the payment of said fee is not
made during the pendency of litigation but only after judgment has been rendered. Fabillo v.
IAC, 195 SCRA 28 (1991).25
c. Judges
A judge should restrain himself from participating in the sale of propertiesit is incumbent
upon him to advise the parties to discontinue the transaction if it is contrary to law. Britanico v.
Espinosa, 486 SCRA 523 (2006).
A judge who buys property in litigation before his court after the judgment becomes final does
not violate Art. 1491, but he can be administratively disciplined for violation of the Code of Judicial
Ethics. xMacariola v. Asuncion, 114 SCRA 77 (1982).
Even when the main cause is a collection of a sum of money, the properties levied are still
subject to the prohibition. xGan Tingco v. Pabinguit, 35 Phil. 81 (1916).

III. SUBJECT MATTER OF SALE (Arts. 1459 to 1465)

Transfer of title or an agreement to transfer it for a price paid or promised to be paid is the
essence of sale. xCommissioner of Internal Revenue v. CA and Ateneo de Manila University, 271
SCRA 605 (1997).
The Civil Code provisions defining sales is a catch-all provision which effectively brings within it
grasp a whole gamut of transfers whereby ownership of a thing is ceded for a consideration.
Polytechnic University v. CA, 368 SCRA 691 (2001).
Where under an agreement, a party renounces and transfers whatever rights, interests, or claims
she has over a parcel of land in favor of another party in consideration of the latters payment of
therein loan, the agreement is essentially a sale, and the rule on delivery effected through a public
instrument apply. xCaoibes, Jr. v. Caoibes-Pantoja, 496 SCRA 273 (2006).
1. Must Be Existing, Future or Contingent

(Arts. 1347, 1348, and 1462)

a. Emptio Rei Speratae (Arts. 1461 and 1347)

Pending crops which have potential existence may be valid object of sale. xSibal v. Valdez,
50 Phil. 512 (1927); and such transaction cannot be considered to effectively be sale of the land
or any part thereof. xPichel v. Alonzo, 111 SCRA 341 (1981).
b. Emptio Spei (Art. 1461)
c. Subject to Resolutory Condition

(Art. 1465)

2. Must Be Licit (Arts. 1347, 1459 and 1575)

Under Art. 1347, a sale involving future inheritance is void and cannot be the source of any
right nor create any obligation. xTaedo v. Court of Appeals, 252 SCRA 80 (1996).
Article 1347 does not cover waiver of hereditary rights which is not equivalent to sale, since
waiver is a mode of extinction of ownership in favor of the other persons who are co-heirs. xAcap
v. Court of Appeals, 251 SCRA 30 (1995).
A mortgagor is not prevented from selling the property, since it is merely encumbrance and
effect a loss of his principal attribute as owner to dispose of the property. Law even considers
void a stipulation forbidding the owner from alienating mortgaged immovable. xPineda v. CA, 409
SCRA 438 (2003).
3. Must Be Determinate or At Least Determinable (Art. 1460)
When the deed of sale describes a lot adjacent to the land seen, agreed upon and delivered
to the buyer, such land is the one upon which the minds have met, and not that erroneously
described in the deed. Atilano v. Atilano, 28 SCRA 231 (1969).26
a. Generic things may be object of sale (Arts. 1246 and 1409[6])
Subject matter is determinable when by a formula or description agreed upon at perfection
there is a way by which the courts can delineate independent of the will of the parties. Melliza
v. City of Iloilo, 23 SCRA 477 (1968).
Where the lot sold is said to adjoin the previously paid lot on three sides thereof, the

7
the exact area of the adjoining residential lot is subject to the result of a survey. xSan Andres
v. Rodriguez, 332 SCRA 769 (2000).
Determinable subject matter of sale are not subject to risk of loss until they are physically
segregated or particularly designated. Yu Tek & Co. v. Gonzales, 29 Phil. 384 (1915).
b. Undivided Interest (Art. 1463) or Undivided Share in a Mass of Fungible Goods
(Art. 1464) May result it co-ownership.
4. Quantity of Subject Matter Not Essential for Perfection? (Art. 1349)
Sale of grains is perfected even when the exact quantity or quality is not known, so long as
the source of the subject is certain. NGA v. IAC, 171 SCRA 131 (1989).
Where seller quoted to buyer the items offered for sale, by item number, part number,
description and unit price, and the buyer had sent in reply a purchase order without indicating the
quantity being order, there was already a perfected contract of sale, even when required letter of
credit had not been opened by the buyer. Johannes Schuback & Sons Phil. Trading Corp. v.
CA, 227 SCRA 719 (1993).
5. Sellers Obligation to Transfer Title to Buyer (Art. 1459, 1462, and 1505)
a. Seller's Ownership Need Not Exist at Perfection:
Sale of copra for future delivery does not make seller liable for estafa for failing to deliver
because the contract is still valid and the obligation was civil and not criminal. xEsguerra v.
People, 108 Phil. 1078 (1960).
A perfected contract of sale cannot be challenged on the ground of the sellers nonownership of the thing sold at the time of the perfection of the contract; it is at delivery that the
law requires the seller to have the right to transfer ownership of the thing sold. xAlcantaraDaus v. de Leon, 404 SCRA 74 (2003).27
It is essential that seller is owner of the property he is selling. The principal obligation of a
seller is to transfer the ownership of the property sold (Art. 1458). This law stems from the
principle that nobody can dispose of that which does not belong to him. NEMO DAT QUOD
NON HABET. xNoel v. CA, 240 SCRA 78 (1995).
That the sellers are no longer owners of the goods at perfection does not appear to be one
of the void contracts enumerated in Art. 1409 of Civil Code, and under Art. 1402 the Civil Code
itself recognizes a sale where the goods are to be acquired x x x by the seller after the
perfection of the contract of sale clearly implying that a sale is possible even if the seller was
not the owner at the time of sale, provided he acquires title to the property later on;
nevertheless such contract may be deemed to be inoperative and may thus fall, by analogy,
under Art. 1409(5): Those which contemplate an impossible service. Nool v. CA, 276
SCRA 149 (1997).
b. Subsequent Acquisition of Title by Non-Owner Seller (Art. 1434) validates the
sale and title passes to the seller by operation of law.
c. Acquisition by the Buyer May Even Depend on Contingency (Art. 1462).
X6 .

Illegality of Subject Matter (Arts. 1409, 1458, 1461, 1462, and 1575)
a. Special Laws: narcotics (R.A. 6425); wild bird or mammal (Act 2590, Sec. 7); rare wild plants
(Act 3983); poisonous plants or fruits (R.A. 1288); dynamited fish (R.A 428); gunpowder and
explosives (Act 2255); firearms and ammunitions (P.D. 9); sale of realty by non-Christians
(Sec. 145, Revised Adm. Code, R.A. 4252)
b. Following Sales of Land Void:
By Non-Christian if not approved by Provincial Governor per Sec. 145 of Revised Administrative Code.
xTac-an v. CA, 129 SCRA 319 (1984).
Friar land without consent of Secretary of Agriculture required under Act No. 1120. xAlonso v. Cebu
Country Club, Inc., 375 SCRA 390 (2002); Liao v. CA, 323 SCRA 430 (2000).
Made in violation of land reform laws declaring tenant-tillers as the full owners of the lands they tilled.
xSiacor v. Gigantana, 380 SCRA 306 (2002).
Reclaimed lands are of the public domain and cannot, without congressional fiat, be sold, public or
private. Fisheries Dev. Authority v. Court of Appeals, 534 SCRA 490 (2007).

8
IV. PRICE AND OTHER CONSIDERATION (Arts. 1469-1474)
Price signifies the sum stipulated as the equivalent of the thing sold and also every incident
taken into consideration for the fixing of the price put to the debit of the buyer and agreed to by him.
Inchausti & Co. v. Cromwell, 20 Phil. 345 (1911).
Seller cannot unilaterally increase the price previously agreed upon with the buyer, even when
due to increased construction costs. GSIS v. Court of Appeals, 228 SCRA 183 (1993).
Buyer who opted to purchase the land on installment basis with imposed interest, cannot later
unilaterally disavow the obligation created by the stipulation in the contract which sets the interest at
24% per annum: The rationale behind having to pay a higher sum on the installment is to
compensate the vendor for waiting a number of years before receiving the total amount due. The
amount of the stated contract price paid in full today is worth much more that a series of small
payments totaling the same amount. x x x To assert that mere prompt payment of the monthly
installments should obviate imposition of the stipulated interest is to ignore an economic fact and
negate one of the most important principles on which commerce operates. Bortikey v. AFP RSBS,
477 SCRA 511 (2005).
1. Price Must Be Real (Art. 1471)
a. When Price Simulated
(1) Mapalo v. Mapalo, 17 SCRA 114 (1966), versus: When two aged ladies, not versed in
English, sign a Deed of Sale on representation by buyer that it was merely to evidence their
lending of money, the situation constitutes more than just fraud and vitiation of consent to
give rise to a voidable contract, since there was in fact no intention to enter into a sale, there
was no consent at all, and more importantly, there was no consideration or price agreed
upon, which makes the contract void ab initio. Rongavilla v. Court of Appeals, 294
SCRA 289 (1998).
(2) Mate v. CA, 290 SCRA 463 (1998), versus: When Deed of Sale was executed to
facilitate transfer of property to buyer to enable him to construct a commercial building and to
sell the property to the children, such arrangement being merely a subterfuge on the part of
buyer, the agreement cannot also be taken as a consideration and sale is void. Yu Bun
Guan v. Ong, 367 SCRA 559 (2001).
(3) Effects When Price Simulated The principle of in pari delicto nonoritur action, which
denies all recovery to the guilty parties inter se, where the price is simulated; the doctrine
applies only where the nullity arises from the illegality of the consideration or the purpose of
the contract. xModina v. Court of Appeals, 317 SCRA 696 (1999).28
b. When Price is False (Arts. 1353 and 1354)
When the parties intended to be bound but the deed did not reflect the actual price agreed
upon, there is only a relative simulation of the contract which remains valid and enforceable, but
subject to reformation. xMacapgal v. Remorin, 458 SCRA 652 (2005).
When price indicated in deed of absolute sale is undervalued consideration pursuant to
intention to avoid payment of higher capital gains taxes, the price stated is false, but the sale is
still valid and binding on the real terms. xHeirs of Spouses Balite v. Lim, 446 SCRA 54 (2004).
c. Non-Payment of Price
Sale being consensual, failure of buyer to pay the price does not make the contract void for
lack of consideration or simulation, but results in buyers default, for which the seller may
exercise his legal remedies. xBalatbat v. CA, 261 SCRA 128 (1996).29
In a contract of sale,
extinguishes the transaction
thereunder. [?] The remedy
performance or rescission.
(1997).30

the non-payment of the price is a resolutory condition which

that, for a time, existed and discharges the obligations created
of an unpaid seller in a contract of sale is to seek either specific
xHeirs of Pedro Escanlar v. Court of Appeals, 281 SCRA 176

Badge That Price Is Simulated, Not Just Unpaid: It is a badge of simulated price, which
render the sale void, when the price, which appears thereon as paid, has in fact never been paid
by the purchaser to the seller. xVda. de Catindig. v. Heirs of Catalina Roque, 74 SCRA 83
(1976).31
2. Must Be in Money or Its Equivalent (Arts. 1458 and 1468)
28

Yu Bun Guan v. Ong, , 367 SCRA 559 (2001); Gonzales v. Trinidad, 67 Phil. 682 (1939)
Pealosa v. Santos, 363 SCRA 545 (2001); Soliva v. The Intestate Estate of Marcelo M. Villalba, 417 SCRA 277 (2003); Province of
Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
29

9
Price must be valuable consideration as mandated by Civil Law, instead of any price
mandated in common law. Ong v. Ong, 139 SCRA 133 (1985); Bagnas v. CA, 176
SCRA 159 (1989); Republic v. Phil. Resources Dev., 102 Phil. 960 (1958).
Consideration for sale can take different forms, such as the prestation or promise of a thing or
service by another, thus:
When deed provides that the consideration was the expected profits from the subdivision project.
xTorres v. Court of Appeals, 320 SCRA 428 (1999).
Cancellation of liabilities on the property in favor of the seller. xPolytechnic University v. Court of
Appeals, 368 SCRA 691 (2001).
Assumption of mortgage constituted on the property sold. xDoles v. Angeles, 492 SCRA 607
32
(2006).

3. Must Be Certain or Ascertainable at Perfection (Art. 1469)

a. How Price Determined to Be Ascertainable
(i) Set by third person appointed at perfection (Art. 1469)
(ii) Set by the courts (Art. 1469)
(iii) By reference to a definite day, particular exchange or market

(Art. 1472)

(iv) By reference to another thing certain, such as to invoices then in existence and
clearly identified by the agreement xMcCullough v. Aenlle, 3 Phil. 285 (1904); or known
factors or stipulated formula (xMitsui v. Manila, 39 Phil. 624 (1919).
Price is ascertainable if the terms of the contract furnishes the courts a basis or measure for
determining the amount agreed upon, without having to refer back to either or both parties.
xVillanueva v. Court of Appeals, 267 SCRA 89 (1997).33
Where the sale involves an asset under a privatization scheme which attaches a peculiar
meaning or signification to the term indicative price as merely constituting a ball-park figure,
then the price is not certain. xMoreno, Jr. v. Private Management Office, 507 SCRA 63 (2006).
Consideration is generally agreed upon as whole even if it consists of several parts, and even
if it is contained in one or more instruments; otherwise there would be no price certain, and the
contract of sale not perfected. xArimas v. Arimas, 55 O.G. 8682.
b. Price Never Set By One or Both Parties (Arts. 1473, 1182), unless the price is
separately accepted by the other party.
c. Effects of Un-Ascertainability: Sale is inefficacious.
B UT : If Buyer Appropriates the Object, He Must Pay Reasonable Price (Art.
1474)
There can be no concept of appropriation when it comes to land? Where a
church organization has been allowed possession and introduce improvements on the land
as part of its application to purchase with the NHA, and thereafter it refused the formal
resolution of the NHA Board setting the price and insisted on paying the lower price allegedly
given by the NHA Field Office, there can be no binding contract of sale upon which an action
for specific performance can prosper, not even on fixing the price equal to the fair market
value of the property. xNHA v. Grace Baptist Church, 424 SCRA 147 (2004).
4. Manner of Payment of Price ESSENTIAL (Art. 1179)
A definite agreement on the manner of payment of price is an essential element in the formation
of a binding and enforceable contract sale; without it the sale is void and an action for specific
performance must fail. Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007).34
When the manner of payment of the price is discussed after acceptance, then such
acceptance did not produce a binding and enforceable contract of sale. xNavarro v. Sugar
Producer's Corp., 1 SCRA 1180 (1961).
Where there is no other basis for the payment of the subsequent amortizations in a Deed of
Conditional Sale, the reasonable conclusion one can reach is that the subsequent payments shall be
made in the same amount as the first payment. [?] xDBP v. Court of Appeals, 344 SCRA 492
(2000).
5. Inadequacy of Price Does Not Affect Ordinary Sale

(Arts. 1355 and 1470)

32
The deed of sale with assumption of mortgage is a registrable instrument and must be registered with the Register of Deeds in order to
bind third parties. Rodriguez v. Court of Appeals, 495 SCRA 490 (2006).

10
Mere inadequacy of the price does not affect the validity of the sale when both parties are in a
position to form an independent judgment concerning the transaction, unless fraud, mistake, or undue
influence indicative of a defect in consent is present. The contract may be annulled for vitiated
consent and not due to the inadequacy of price. xBautista v. Court of Appeals, 436 SCRA 141
(2004).35
Absent any evidence of the fair market value of a land as of the time of its sale, it cannot be
concluded that the price at which it was sold was inadequate. xAcabal v. Acabal, 454 SCRA 897
(2005).36
a. Gross Inadequacy of Price May Avoid Judicial Sale:
(i) Only when it is shocking to the conscience of man. xPascua v. Simeon, 161 SCRA 1 (1988);
and
(ii) There is showing that, in the event of a resale, a better price can be obtained. xCu Bie v. Court
of Appeals, 15 SCRA 307 (1965).37

U NLESS: There is right of redemption, in which case the proper remedy is to redeem. xDe Leon
v. Salvador, 36 SCRA 567 (1970).38

B UT :

By way of extraordinary circumstances perceived, when in a judicial sale the right of

redemption has been lost, where the inadequacy of the price is purely shocking to the
conscience, such that the mind revolts at it and such that a reasonable man would neither
directly or indirectly be likely to consent to it, the same will be se aside. xCometa v. Court
of Appeals, 351 SCRA 294 (2001).

Gross inadequacy of price by itself will not result in a void contract. Gross inadequacy of price
does not even affect the validity of a contract of sale, unless it signifies a defect in the consent or
that the parties actually intended a donation or some other contract. Inadequacy of cause will not
invalidate a contract unless there has been fraud, mistake or undue influence. (at p. 649)
Bacungan v. Court of Appeals, 574 SCRA 642 (2008).
There is gross inadequacy in price if a reasonable man will not agree to dispose of his
property. Dorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
When judicial sale is voided without fault of purchaser, the latter is entitled return of price with
simple interest, together with all sums paid out by him in improvements introduced on the property,
taxes, and other expenses. xSeven Brothers Shipping Corp. v. Court of Appeals, 246 SCRA 33
(1995).
b. Lesion of more than 1/4 of value of thing makes sale rescissible unless approved
by court (Art. 1386)
c. Gross inadequacy of price may raise the presumption of equitable mortgage (Art.
1602)

V. FORMATION OF CONTRACT OF SALE (Arts. 1475-1488)

A. POLICITACION S TAGE (Art. 1479)
Policitation stage covers the doctrine of freedom of contract which signifies or implies the right
to choose with whom to contract. A property owner is free to offer his property for sale to any
interested person, and is not duty bound to sell the same to the occupant thereof, absent any prior
agreement vesting the occupants the right of first priority to buy. xGabelo v. Court of Appeals, 316
SCRA 386 (1999).
A negotiation is formally initiated by an offer, which, however, must be certain. At any time prior
to the perfection of the contract, either negotiating party may stop the negotiation. At this stage, the
offer may be withdrawn; the withdrawal is effective immediately after its manifestation. To convert
the offer into a contract, the acceptance must be absolute and must not qualify the terms of the
offer; it must be plain, unequivocal, unconditional and without variance of any sort from the
proposal. Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006).39
An unaccepted unilateral promise (offer to buy or to sell) prior to acceptance, does not give rise
to any obligation or right. xRaroque v. Marquez, 37 O.G. 1911.
Where the offer is given with a stated time for its acceptance, the offer is terminated at the
expiration of that time. xVillegas v. Court of Appeals, 499 SCRA 276 (2006).

35

Ereeta v. Bezore, 54 SCRA 13 (1973); Bacungan v. Court of Appeals, 574 SCRA 642 (2008); Bacungan v. Court of Appeals, 574 SCRA

11
The Letter of Intent to Buy and Sell is just thata manifestation of Sea Foods Corporations
(SFC) intention to sell the property and United Muslim and Christian Urban Poor Association, Inc.
(UMCUPAI) intention to acquire the samewhich is neither a contract to sell nor a conditional
contract of sale. Muslim and Christian Urban Poor Association, Inc. v. BRYC-V Development
Corp., 594 SCRA 724 (2009).
1. O PTION C ONTRACT
An option is a preparatory contract in which one party grants to the other, for a fixed period and
under specified conditions, the power to decide, whether or not to enter into a principal contract. It
binds the party who has given the option, not to enter into the principal contract with any other
person during the period designated, and, within that period, to enter into such contract with the
one to whom the option was granted, if the latter should decide to use the option. It is a separate
agreement distinct from the contract of sale which the parties may enter into upon the
consummation of the option. Carceller v. Court of Appeals, 302 SCRA 718 (1999).40
An option imposes no binding obligation on the person holding the option aside from the
consideration for the offer. Until accepted, it is not treated as a sale. Tayag v. Lacson, 426
SCRA 282 (2004).41
Tenants, not being the registered owners, cannot grant an option on the land, much less any
exclusive right to buy the property under the Latin saying nem dat quod non habet. xTayag v.
Lacson, 426 SCRA 282 (2004).
a. Meaning of Separate Consideration (Arts. 1479 and 1324)
A unilateral promise to sell, in order to be binding upon the promissor, must be for a price
certain and supported by a consideration separate from such price. xSalame v. Court of
Appeals, 239 SCRA 356 (1995).42
The separate consideration in an option may be anything of value, unlike in sale where it
must be the price certain in money or its equivalent. Villamor v. Court of Appeals, 202
SCRA 607 (1991),43 such when the option is attached to a real estate mortgage xSoriano v.
Bautista, 6 SCRA 946 (1962).
Although no consideration is expressly mentioned in an option contract, it is presumed that
it exists and may be proved, and once proven, the option is binding. xMontinola v. Cojuangco,
78 Phil. 481 (1947).
b. No Separate Consideration: Void as Option, Valid as a Certain
Offer Sanchez v. Rigos, 45 SCRA 368
(1972).44
BUT LATELY: xYao Ka Sin Trading v. CA, 209 SCRA 763 (1991); xMontilla v. CA, 161 SCRA
855 (1988); xNatino v. IAC, 197 SCRA 323 (1991); and xDiamante v. CA, 206
SCRA 52 (1992).
c. There Must Be Acceptance of Option Offer.
(1991).

Vazquez v. CA, 199 SCRA 102

d. Proper Exercise of Option Contract. Nietes v. CA, 46 SCRA 654 (1972).

An option attached to a lease when not exercised within the option period is extinguished
and cannot be deemed to have been included in the implied renewal (tacita reconduccion) of the
lease. xDizon v. CA, 302 SCRA 288 (1999).
Proper exercise of an option gives rise to the reciprocal obligations of sale xHeirs of Luis
Bacus v. Court of Appeals, 371 SCRA 295 (2001),45 which must be enforced with ten (10) years
as provided under Art. 1144. xDizon v. Court of Appeals, 302 SCRA 288 (1999).
There must be virtual exercise of option with the option period. Carceller v. Court of
Appeals, 302 SCRA 718 (1999).
2. R IGHT OF F IRST R EFUSAL
A right of first refusal cannot be the subject of specific performance, but breach would allow a
recovery of damages. xGuerrero v. Yigo, 96 Phil. 37 (1954).
Rights of first refusal only constitute innovative juridical relations, but do not rise to the level
of contractual commitment since with the absence of agreement on price certain, they are not
40
Laforteza v. Machuca, 333 SCRA 643 (2000); Buot v. CA, 357 SCRA 846 (2001); Abalos v. Macatangay, Jr., 439 SCRA 649 (2004);
Vasquez v. Ayala Corp., 443 SCRA 231 (2004); Eulogio v. Apeles, 576 SCRA 561 (2009).
41
Adelfa Properties, Inc. v. CA, 240 SCRA 565 (1995); Kilosbayan, Inc. v. Morato, 246 SCRA 540 (1995); San Miguel Properties
Philippines, Inc. v. Huang, 336 SCRA 737 (2000); Limson v. CA, 357 SCRA 209 (2001).

12
subject to contractual enforcement. Ang Yu Asuncion v. Court of Appeals, 238 SCRA 602
(1994).
Right of first refusal contained in a lease, when breached by promissor allows enforcement by
the promisee by way of rescission of the sale entered into with the third party, pursuant to Arts.
1381(3) and 1385 of Civil Code. xGuzman, Bocaling & Co. v. Bonnevie, 206 SCRA 668 (1992);
Equatorial Realty Dev., Inc. v. Mayfair Theater, Inc., 264 SCRA 483 (1996);46 Paranaque
Kings Enterprises, Inc. v. CA, 268 SCRA 727, 741 (1997).
In a right of first refusal, while the object might be made determinate, the exercise of the right
would be dependent not only on the grantors eventual intention to enter into a binding juridical
relation with another but also on terms, including the price, that are yet to be firmed up. . . the
offer may be withdrawn anytime by communicating the withdrawal to the other party. Vasquez
v. Ayala Corp., 443 SCRA 231 (2004).
A right of first refusal clause simply means that should the lessor decide to sell the leased
property during the term of the lease, such sale should first be offered to the lessee; and the series
of negotiations that transpire between the lessor and the lessee on the basis of such preference is
deemed a compliance of such clause even when no final purchase agreement is perfected
between the parties. The lessor was then at liberty to offer the sale to a third party who paid a
higher price, and there is no violation of the right of the lessee. Riviera Filipina, Inv. v. Court of
Appeals, 380 SCRA 245 (2002).47
When a lease contract contains a right of first refusal, the lessor has the legal duty to the
lessee not to sell the leased property to anyone at any price until after the lessor made an offer to
sell the property to the lessee and the lessee has failed to accept it. Only after the lessee has
failed to exercise his right of first priority could the lessor sell the property to other buyers under the
same terms and conditions offered to the lessee, or under terms and conditions more favorable to
the lessor. Polytechnic University of the Philippines v. Golden Horizon Realty Corp., 615 SCRA
478 (2010).
A right of first refusal is a contractual grant, not of the sale of a property, but of the first priority
to buy the property in the event the owner sells the same. As distinguished from an option contract,
in a right of first refusal, whole the object might be made determinate, the exercise of the right of
first refusal would be dependent not only on the owners eventual intention to enter into a binding
juridical relation with another but also on terms, including the price, that are yet to be firmed up.
Polytechnic University of the Philippines v. Golden Horizon Realty Corp., 615 SCRA 478 (2010).
A right of first refusal in a lease in favor of the lessee cannot be availed of by the sublessee.
xSadhwani v. Court of Appeals, 281 SCRA 75 (1997).
4. M UTUAL P ROMISES TO B UY AND S ELL (Art. 1479): TRUE CONTRACT TO SELL
Mutual promises to buy and sell a certain thing for a certain price gives each of the contracting
parties a right to demand from the other the fulfillment of the obligation. xBorromeo v. Franco, 5
Phil. 49 (1905).
Even in this case the certainty of the price must also exist, otherwise, there is no valid and
enforceable contract to sell. xTan Tiah v. Yu Jose, 67 Phil. 739 (1939).
An accepted bilateral promise to buy and sell is in a sense similar to, but not exactly the same,
as a perfected contract of sale because there is already a meeting of minds upon the thing which
is the object of the contract and upon the price.48 But a contract of sale is consummated only upon
delivery and payment, whereas in a bilateral promise to buy and sell gives the contracting parties
rights in personam, such that each has the right to demand from the other the fulfillment of their
respective undertakings. Macion v. Guiani, 225 SCRA 102 (1993).49
The cause of action under a mutual promise to buy and sell is 10 years. xVillamor v. Court of
Appeals, 202 SCRA 607 (1991).

B. P ERFECTION S TAGE (Arts. 1475, 1319, 1325 and 1326)

Sale is perfected at the moment there is a meeting of minds upon the thing which is the object of
the contract and upon the price. From that moment, the parties may reciprocally demand
performance subject to the law governing the form of contracts. xMarnelego v. Banco Filipino
Savings and Mortgage Bank, 480 SCRA 399 (2006).50
Mutual consent being a state of mind, its existence may only be inferred from the confluence of
two acts of the parties: an offer certain as to the object of the contract and its consideration, and an

46
Rosencor Dev. Corp. v. Inquing, 354 SCRA 119 (2001); Conculada v. CA, 367 SCRA 164 (2001); Polytechnic University v. CA, 368
SCRA 691 (2001); Riviera Filipina, Inv. v. Court of Appeals, 380 SCRA 245 (2002); Lucrative Realty and Dev. Corp. v. Bernabe, Jr., 392
SCRA 679 (2002); Villegas v. Court of Appeals, 499 SCRA 276 (2006); Polytechnic University of the Philippines v. Golden Horizon Realty
Corp., 615 SCRA 478 (2010).

13
acceptance of the offer which is absolute in that it refers to the exact object and consideration
embodied in said offer. xVillanueva v. PNB, 510 SCRA 275 (2006).51
If a material element of a contemplated contract is left for future negotiations, the same is too
indefinite to be enforceable. For a contract to be enforceable, its terms must be certain and explicit,
not vague or indefinite. xBoston Bank of the Phil. v. Manalo, 482 SCRA 108 (2006).
So long as there is any uncertainty or indefiniteness, or future negotiations or consideration yet
to be had between the parties, there is no contract at all. xMoreno, Jr. v. Private Management
Office, 507 SCRA 63 (2006).
The essence of consent is the conformity of the parties on the terms of the contract, that is, the
acceptance by one of the offer made by the other. However, the acceptance must be absolute;
otherwise, the same constitutes a counter-offer and has the effect of rejecting the offer. XYST Corp.
v. DMC Urban Properties Dev., Inc., 594 SCRA 598 (2009).
1. Absolute Acceptance of a Certain Offer (Art. 1475)
Under Article 1319, the acceptance of an offer must therefore be unqualified and absolute. In
other words, it must be identical in all respects with that of the offer so as to produce consent or
meeting of the minds. This was not the case herein considering that petitioners acceptance of the
offer was qualified, which amounts to a rejection of the original offer. Limketkai Sons Milling, Inc. v.
Court of Appeals, 255 SCRA 626 (1996).
A qualified acceptance or one that involves a new proposal constitutes a counter-offer and a
rejection of the original offer. The acceptance must be identical in all respects with that of the offer
so as to produce consent or meeting of minds. Manila Metal Container Corp. v. PNB, 511
SCRA 444 (2006). 52
Placing the word Noted and signing such note at the bottom of the written offer cannot be
considered an acceptance that would give rise to a valid contract of sale. xDBP v. Ong, 460 SCRA
170 (2005).
If sale subject to suspensive condition: No perfected sale of a lot where the award thereof
was expressly made subject to approval by the higher authorities and there eventually was no
acceptance manifested by the supposed awardee. xPeople's Homesite & Housing Corp. v. CA,
133 SCRA 777 (1984).
2. When Deviation Allowed:
It is true that an acceptance may contain a request for certain changes in the terms of the
offer and yet be a binding acceptance, so long as it is clear that the meaning of the acceptance is
positively and unequivocally to accept the offer, whether such request is granted or not, a
contract is formed. The vendors change in a phrase of the offer to purchase, which change does
not essentially change the terms of the offer, does not amount to a rejection of the offer and the
tender or a counter-offer. Villonco v. Bormaheco, 65 SCRA 352 (1975).53
3. Sale by Auction (Arts. 1476, 1403(2)(d), 1326)
The terms and conditions provided by the owner of property to be sold at auction are binding
upon all bidders, whether they knew of such conditions or not. xLeoquinco v. Postal Savings
Bank, 47 Phil. 772 (1925).
An auction sale is perfected by the fall of the hammer or in other customary manner and it
does not matter that another was allowed to match the bid of the highest bidder. xProvince of
Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
4. Earnest Money (Art. 1482)
Earnest money given by the buyer shall be considered as part of the price and as proof of the
perfection of the contract. It constitutes an advance payment to be deducted from the total price.
xEscueta v. Lim, 512 SCRA 411 (2007).
Absent proof of the concurrence of all the essential elements of a contract of sale, the giving of
earnest money cannot establish the existence of a perfected contract of sale. Manila Metal
Container Corp. v. PNB, 511 SCRA 444 (2006). 54
Article 1482 does not apply when earnest money given in a contract to sell xSerrano v.
Caguiat, 517 SCRA 57 (2007), especially where by stipulation the buyer has the right to walk away
from the transaction, with no obligation to pay the balance, although he will forfeit the earnest
money. xChua v. Court of Appeals, 401 SCRA 54 (2003).55

51
52

Moreno, Jr. v. Private Management Office, 507 SCRA 63 (2006).

Beaumont v. Prieto, 41 Phil. 670 (1916); Zayco v. Serra, 44 Phil. 326 (1923).

14
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. But when there is no contract of sale because
the parties never went pass the negotiation stage, or more accurately, have not reached the
perfection stage with the present of the three essential elements of the contract of sale, the
concept of earnest money is certainly inapplicable. The earnest money forms part of the
consideration only if the sale is consummated upon full payment of the purchase price. Hence,
there must first be a perfected contract of sale before we can speak of earnest money. xGSIS v.
Lopez, 592 SCRA 456 (2009).56
When there is no provision for forfeiture of earnest money in the event the sale fails to
materialize, then with the rescission it becomes incumbent upon seller to return the earnest money
as legal consequence of mutual restitution. xGoldenrod, Inc. v. Court of Appeals, 299 SCRA 141
(1998).
5. Difference Between Earnest Money and Option Money. Oesmer v. Paraiso Dev.
Corp., 514 SCRA 228 (2007).
6. Sale Deemed Perfected W here Offer W as Made. (Art. 1319)

C. F ORMAL R EQUIREMENTS OF S ALES (Arts. 1357, 1358, 1406 and 1483)

1. Form Not Important for Validity of Sale
Sale of land under private instrument is valid. Gallar v. Husain, 20 SCRA 186 (1967).57
Articles 1357 and 1358, in relation to Art. 1403(2), require that the sale of real property must
be in writing for it to be enforceable, it need not be notarized for there is nothing in those provisions
which require that it must be executed in a public document to be valid. xMartinez v. CA, 358
SCRA 38 (2001);58 but both its due execution and its authenticity must be proven, pursuant to
Sec. 20, Rule 132 of the Rules of Court. xTigno v. Aquino, 444 SCRA 61 (2003).
Although the conveyance of land is not made in a public document, it does not affect the
validity of such conveyance. Article 1358 of the Civil Code does not require the accomplishment of
the acts or contracts in a public instrument in order to validate the act or contract but only to insure
its efficacy. The Estate of Pedro C. Gonzales v. Their Hiers of Marcos Perez, 605 SCRA 47
(2009).
a. Other Rulings on Deeds of Sale:
Seller may agree to a deed of absolute sale before full payment of the purchase price. xPan Pacific
Industrial Sales Co., Inc. v. CA, 482 SCRA 164 (2006).
Assuming that the buyers failed to pay the full price stated in the Deed of Sale, such partial failure
would not render the sale void. Bravo-Guerrero v. Bravo, 465 SCRA 244 (2005).
That marital consent was executed prior to the Deed of Absolute Sale does not indicate that it is a
phoney. Pan Pacific Industrial Sales Co., Inc. v. CA, 482 SCRA 164 (2006).
A Deed of Sale when acknowledged before a notary public, enjoys the presumption of regularity and
due execution. To overthrow that presumption, sufficient, clear and convincing evidence is required,
59
otherwise the document should be upheld. xBravo-Guerrero v. Bravo, 465 SCRA 244 (2005).
Notarization of Deeds of Sale by one who was not a notary public does not affect the validity thereof;
said documents were merely converted into private documents. xR.F. Navarro & Co. Inc. v. Vailoces,
361 SCRA 139 (2001).
Notarization of a deed of sale does not guarantee its validity nor is it conclusive of the true agreement
of the parties thereto, because it is not the function of the notary public to validate an instrument that
was never intended by the parties to have any binding legal effect. xSalonga v. Concepcion, 470
60
SCRA 291 (2005).
Buyers immediate taking of possession of subject property corroborates the truthfulness and
authenticity of the deed of sale. xAlcos v. IAC, 162 SCRA 823 (1988). Conversely, the sellers
continued possession of the property makes dubious the contract of sale between them. xSantos v.
61
Santos, 366 SCRA 395 (2001).
Any substantial difference between the terms of the Contract to Sell and the concomitant Deed of
Absolute Sale (such as difference in subject matter, and difference in price and/or the terms thereof),
does not make the transaction between the seller and the buyer void, for it is truism that the execution
of the Deed of Absolute Sale effectively rendered the previous Contract to Sell ineffective and
cancelled [through the process of novation]. xLumbres v. Talbrad, Jr., 516 SCRA 575 (2007).

56

XYST Corp. DMC Urban Properties Dev., Inc., 594 SCRA 598 (2009).
F. Irureta Goyena v. Tambunting, 1 Phil. 490 (1902).
58
Heirs of Biona v. CA, 362 SCRA 29 (2001); The Estate of Pedro C. Gonzales v. The Heirs of Marcos Perez, 605 SCRA 47 (2009).
57

15
b. Value of Business Forms to Prove Sale
Business forms, e.g., order slip, delivery charge invoice and the like, which are issued by
the seller in the ordinary course of the business are not always fully accomplished to contain
all the necessary information describing in detail the whole business transactionmore often
than not they are accomplished perfunctorily without proper regard to any legal repercussion
for such neglect such that despite their being often incomplete, said business forms are
commonly recognized in ordinary commercial transactions as valid between the parties and at
the very least they serve as an acknowledgment that a business transaction has in fact
transpired. xDonato C. Cruz Trading Corp. v. CA, 347 SCRA 13 (2000).
These documents are not mere scraps of paper bereft of probative value but vital pieces
of evidence of commercial transactions. They are written memorials of the details of the
consummation of contracts. xLagon v. Hooven Comalco Industries, Inc., 349 SCRA 363
(2001).
2. W HEN F ORM I MPORTANT IN S ALE
a. To Bind Third Parties
Article 1358 which requires the embodiment of certain contracts in a public instrument is
only for convenience, and registration of the instrument only adversely affects third parties.
Formal requirements are, therefore, for the benefit of third parties; and non-compliance
therewith does not adversely affect the validity of the contract nor the contractual rights and
obligations of the parties thereunder. Fule v. CA, 286 SCRA 698 (1998);62 Dalion v. CA,
182 SCRA 872 (1990).63
Article 1358 of the Civil Code which requires the embodiment of certain contracts in a public
instrument, in only for convenience; and registration of the instrument only adversely affects
third parties, and non-compliance therewith does not adversely affect the validity of the contract
or the contractual rights and obligations of the parties thereunder. xEstreller v. Ysmael, 581
SCRA 247 (2009).64
While sale of land appearing in a private deed is binding between the parties, it cannot be
considered binding on third persons, if it is not embodied in a public instrument and recorded in
the Registry of Deeds. Secuya v. Vda. De Selma, 326 SCRA 244 (2000).65
b. For Enforceability Between the Parties: S TATUTE OF F RAUDS (Arts. 1403 and 1405)
The term Statute of Frauds is descriptive of the statutes which require certain classes of
contracts, such as agreements for the sale of real property, to be in writing, the purpose being to
prevent fraud and perjury in the enforcement of obligations depending for their evidence on the
unassisted memory of witnesses by requiring certain enumerated contracts and transactions to
be evidenced by a writing signed by the party to be charged. Shoemaker v. La Tondea, 68 Phil.
24 (1939).
Presupposes Valid Contract of Sale The application of the Statute of Frauds
presupposes the existence of a perfected contract. When the records show that there was no
perfected contract of sale, there is no basis for the application of the Statute of Frauds. xFirme
v. Bukal Enterprises and Dev. Corp., 414 SCRA 190 (2003).66
(1) Coverage:
(i) Sale of Real Property A sale of realty cannot be proven by means of witnesses, but must
necessarily be evidenced by a written instrument, duly subscribed by the party charged, or by
secondary evidence of the contents of such document. No other evidence can be received except
67
the documentary evidence referred to. xGorospe v. Ilayat, 29 Phil. 21 (1914).
(ii) Agency to Sell or to Buy As contrasted from sale, an agency to sell does not belong to any of
the three categories of contracts covered by Arts. 1357 and 1358 and not one enumerated under
68
the Statutes of Frauds in Art. 1403. xLim v. Court of Appeals, 254 SCRA 170 (1996).
(iii) Rights of First Refusal A right of first refusal is not covered by the statute of frauds.
Furthermore, Art. 1403(2)(e) of Civil Code presupposes the existence of a perfected, albeit
unwritten, contract of sale; a right of first refusal, such as the one involved in the instant case, is
not by any means a perfected contract of sale of real property. xRosencor Dev. Corp. v. Inquing,
354 SCRA 119 (2001).
(iv) Equitable Mortgage Statute does not stand in the way of treating an absolute deed as a
mortgage, when such was the parties intention, although the agreement for redemption or
69
defeasance is proved by parol evidence. xCuyugan v. Santos, 34 Phil. 100 (1916).

62

Universal Robina Sugar Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002).
Limketkai Sons Milling, Inc. v. CA, 250 SCRA 523 (1995); Agasen v. CA, 325 SCRA 504 (2000).
64
Universal Robina Sugar Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002).
63

16
(v) Right to Repurchase The deed of sale and the verbal agreement allowing the right of
repurchase should be considered as an integral whole; the deed of sale is itself the note or
memorandum evidencing the contract. xMactan Cebu International Airport Authority v. Court of
Appeals, 263 SCRA 736 (1996).

(2) Memorandum (Yuviengco v. Dacuycuy, 104 SCRA 668 [1981];

Under Article 1403, an exception to the unenforceability of contracts pursuant to the
Statute of Frauds is the existence of a written note or memorandum evidencing the contract.
The memorandum may be found in several writings, not necessarily in one document. The
memorandum or memoranda is/are written evidence that such a contract was entered into.
The existence of a written contract of the sale is not necessary so long as the agreement to
sell real property is evidenced by a written note or memorandum, embodying the essentials
of the contract and signed by the party charged or his agent. Limketkai Sons Milling, Inc.
v. CA, 250 SCRA 523 (1995).
BUT: The memoranda must be signed by the party sought to be charged, and must
clearly provide a deed of sale categorically conveying the subject property. Limketkai Sons
Milling, Inc. v. CA, 255 SCRA 6 (1996); 261 SCRA 464 (1996).
For the memorandum to take the sale out of the coverage of the Statute of Frauds, it
must contain all the essential terms of the contract of sale. xTorcuator v. Bernabe, 459
SCRA 439 (2005),70 even when scattered into various correspondences which can be
brought together xCity of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999).71
E XCEPTION : Electronic Documents under the E-C OMMERCE A CT (R.A. 8792)
(3) Partial Execution (Art. 1405) Ortega v. Leonardo, 103 Phil. 870 (1958);
Claudel v. Court of Appeals, 199 SCRA 113 (1991).
Delivery of the deed to buyers agent, with no intention to part with the title until the
purchase price is paid, does not take the case out of the Statute of Frauds. xBaretto v.
Manila Railroad Co., 46 Phil. 964 (1924).
The Statute of Frauds does not apply to contracts either partially or totally performed. In
addition, a contract that violates the Statute of Frauds is ratified by the acceptance of benefits
under the contract, such as the acceptance of the purchase price and using the proceeds to
pay outstanding loans. Alfredo v. Borras, 404 SCRA 145 (2003).72
(4) W aiver (Art. 1405) Cross-examination on the contract is deemed a waiver of the defense
of the Statute. xAbrenica v. Gonda, 34 Phil. 739 (1916); Talosig v. Vda. De Nieba, 43 SCRA
472 (1972).73
When the purported buyers exhibits failed to establish the perfection of the contract of
sale, oral testimony cannot take their place without violating the parol evidence rule. It was
therefore irregular for the trial court to have admitted in evidence testimony to prove the
existence of a contract of sale of a real property between the parties, despite the persistent
objection made by the purported sellers counsel as early as the first scheduled hearing,
even when cross-examination was made on the basis of the witnesses affidavit-form
testimony. Limketkai Sons Milling, Inc. v. CA, 255 SCRA 6 (1996); 261 SCRA 464
(1996).
(5) Rulings on Receipts and Other Documentary Evidence of Sale
Since a contract of sale is perfected by mere consent, then when the dealer of motor
vehicles accepts a deposit of P50,0000 and pulls out a unit from the assembler for that
purpose, it was in breach of contract when it sold the car subsequently to another buyer.
xXentrex Automotive, Inc. v. Court of Appeals, 291 SCRA 66 (1998).
A sales invoice is a commercial document-commercial documents or papers are those
used by merchants or businessmen to promote or facilitate trade or credit transactions
they are not mere scraps of paper bereft of probative value, but vital pieces of evidence of
commercial transactions, written memorials of the details of the consummation of contracts.
Seaiol Petroleum Corp. v. Autocorp Group, 569 SCRA 387 (2008).
Sales invoices are not evidence of payment of the price, but evidence of the receipt of
the goods; since the best evidence to prove payment is the official receipt. El Oro Engravers
Corp. v. Court of Appeals, 546 SCRA 42 (2008).
A receipt which is merely an acknowledgment of the sum received, without any
indication therein of the total purchase price of the land or of the monthly installments to be
paid, cannot be the basis of valid sale. xLeabres v. CA, 146 SCRA 158 (1986).74
70

Paredes v. Espino, 22 SCRA 1000 (1968).

17
In itself, the absence of receipts, or any proof of consideration, would not be conclusive
of the inexistence of a sale since consideration is always presumed. xTigno v. Aquino, 444
SCRA 61 (2003).
Receipts proves payment which takes the sale out of the Statute of Frauds. Toyota
Shaw, Inc. v. Court of Appeals, 244 SCRA 320 (1995).
c. For Validity: Sale of Realty Through Agent, Authority Must Be in Writing (Art. 1874)
When sale of a piece of land or any interest therein is through an agent, the authority of the
latter shall be in writing; otherwise, the sale shall be void,75 even when:
Agent is the son of the owner. xDelos Reyes v. CA, 313 SCRA 632 (1999)
There is partial payment of the price received by the supposed agent. xDizon v. CA, 396 SCRA 154
76
(2003).

In the case of a corporate owner of realty. xCity-Lite Realty Corp. v. CA, 325 SCRA 385 (2000).77
When Contract to Sell was signed by the co-owners themselves as witnesses, the written
authority for their agent mandated under Article 1874 of the Civil Code is no longer required.
xOesmer v. Paraiso Dev. Corp., 514 SCRA 228, 237 (2007).
c. Sale of Large Cattle (Art. 15851; Sec. 529, Revised Adm. Code)
XD.

S IMULATED S ALES
Characteristic of simulation is that the apparent contract is not really desired or intended to
produce legal effect or in any way alter the parties juridical situation, or that the parties have no
intention to be bound by the contract. The requisites are: (a) an outward declaration of will different
from the will of the parties; (b) false appearance must have been intended by mutual agreement; and
(c) purpose is to deceive third persons. xManila Banking Corp. v. Silverio, 466 SCRA 438 (2005).78
1. Badges and Non-badges of Simulation:
Non-payment of the stipulated consideration, absence of any attempt by the buyers to assert their alleged
79
rights over the subject property. xVillaflor v. CA, 280 SCRA 297 (1997).
Failure of alleged buyers to collect rentals from alleged seller. xSantiago v. CA, 278 SCRA 98 (1997); but
not when there appears a legitimate lessor-lessee relationship between the vendee and the vendor.
xUnion Bank v. Ong, 491 SCRA 581 (2006).
Although the agreement did not provide for the absolute transfer ownership of the land to buyer, that did
not amount to simulation, since delivery of certificate of ownership and execution of deed of absolute sale
were expressly stipulated as suspensive conditions, which gave rise to the corresponding obligation on
part of buyer to pay the last installments. xVillaflor v. CA, 280 SCRA 297 (1997).
80

When signature on a deed of sale is a forgery. Fidel v. Court of Appeals, 559 SCRA 186 (2008). But
bare assertions that the signature appearing on the Deeds of Sale is not that of her husband is not
enough to allege simulation, since forgery is not presumed; it must be proven by clear, positive and
convincing evidence. xR.F. Navarro & Co. v. Vailoces, 361 SCRA 139 (2001).

Simulation of contract and gross inadequacy of price are distinct legal concepts, with different effects

the concept of a simulated sale is incompatible with inadequacy of price. When the parties to an alleged
contract do not really intend to be bound by it, the contract is simulated and void. Gross inadequacy of
price by itself will not result in a void contract, and it does not even affect the validity of a contract of sale,
unless it signifies a defect in the consent or that the parties actually intended a donation or some other
contract. xBravo-Guerrero v. Bravo, 465 SCRA 244 (2005).

2. When Motive Nullifies the Sale

In sale, consideration is, as a rule, different from the motive of parties, and when the primary
motive is illegal, such as when the sale was executed over a land to illegally frustrate a person's
right to inheritance and to avoid payment of estate tax, the sale is void because illegal motive
predetermined purpose of the contract. xOlegario v. CA, 238 SCRA 96 (1994).81
Where the parties to a contract of sale agreed to a consideration, but the amount reflected in
the final Deed of Sale was lower, their motivation being to pay lower taxes on the transaction, the
contract of sale remains valid and enforceable upon the terms of the real consideration. Although
illegal, the motives neither determine nor take the place of the consideration. xHeirs of Spouses
Balite v. Lim, 446 SCRA 54 (2004).

74

Limson v. CA, 357 SCRA 209 (2001).

Alcantara v. Nido, 618 SCRA 333 (2010); Camper Realty Corp. V. Pajo-Reyes, 632 SCRA 400 (2010).
76
Firme v. Bukal Enterprises and Dev. Corp., 414 SCRA 190 (2003).
77
Pineda v. CA, 376 SCRA 222 (2002).
75

18
An action or defense for the declaration of the inexistence of a contract is imprescriptible. On
the other hand, an action to rescind is founded upon and presupposes the existence of a
contract. A contract which is null and void is no contract at all and hence could not be the subject
of rescission. xCampos v. Pastrana, 608 SCRA 55 (2009).
3. Remedies Allowed W hen Sale Simulated
When a contract of sale is void, the right to set up its nullity or non-existence is available to third
persons whose interests are directly affected thereby. Likewise, the remedy of accion pauliana is
available when the subject matter is a conveyance, otherwise valid, undertaken in fraud of
creditors. xManila Banking Corp. v. Silverio, 466 SCRA 438 (2005).
The rescissory action to set aside contracts in fraud of creditors is accion pauliana, essentially
a subsidiary remedy accorded under Article 1383 which the party suffering damage can avail of
only when he has no other legal means to obtain reparation for the same. In such action, it must be
shown that both contracting parties have acted maliciously so as to prejudice the creditors who
were prevented from collecting their claims. Rescission if generally unavailing should a third
person, acting in good faith, is in lawful possession of the property since he is protect by law
against a suit for rescission by the registration of the transfer to him in the registry. xUnion Bank v.
Ong, 491 SCRA 581 (2006).
4. Effect W hen Sale Declared Void:
The action for the declaration of the contracts nullity is imprescriptiblean action for reconveyance of
property on a void contract of sale does not prescribe. Fil-Estate Golf and Dev., Inc. v. Navarro, 526
SCRA 51 (2007).
Possessor is entitled to keep the fruits during the period for which the buyer held the property in good
faith. xDBP v. CA, 316 SCRA 650 (1999).

Then restoration of what has been given is in order, since the relationship between parties in any contract
even if subsequently voided must always be characterized and punctuated by good faith and fair dealing.
xDe los Reyes v. CA, 313 SCRA 632 (1999); xHeirs of Ignacia Aguilar-Reyes v. Mijares, 410 SCRA 97
(2003).

Alien who purchases land in the name of his Filipina lover, has no standing to seek legal
remedies to either recover the property or the purchase price paid, since the transaction is void ab
initio for being in violation of the constitutional prohibition. xFrenzel v. Catito, 406 SCRA 55 (2003).

VI. CONSUM MATION (Arts. 1493-1506) AND

PERFORM ANCE

OF

CONTRACT

OF

SALE

(Arts. 1536-1544, 1582-1590)

A. O BLIGATIONS OF S ELLER
1. Preserve Subject Matter (Art. 1163)
2. Deliver with Fruits and Accessories (Arts. 1164, 1166, 1495, 1537)

3. D ELIVER THE S UBJECT M ATTER (Art. 1477)

a. Legal Premises for Doctrines on Tradition
When the sale is void or fictitious, no valid title over the subject matter can be conveyed
to the buyer even with delivery. Nemo potest nisi quod de jure potest No man can do
anything except what he can do lawfully. xTraders Royal Bank v. CA, 269 SCRA 15 (1997).
When seller had no ownership over the subject matter at the time of delivery, no valid title
can pass in favor of the buyer. Nemo dat quod non habet No man can give that which he
does not have. xTsai v. CA, 366 SCRA 324 (2001).82
A forged deed of sale is null and void and conveys no title. It is a well-settled principle
that no one can give what one does not have, nemo dat quod non habet. One can sell only
what one owns or is authorized to sell, and the buyer can acquire no more right than what the
seller can transfer legally. xRufloe v. Burgos, 577 SCRA 264, 272-273 (2009).
Article 1459 of the Civil Code on contracts of sale specifically requires that the vendor
must have ownership of the property at the time it is delivered. xHeirs of Arturo Reyes v.
Socco-Beltran, 572 SCRA 211, 220-221 (2008).
A contract to sell, or a condition contract of sale where the suspensive condition has not
happened, even when found in a public document, cannot be treated as constituting
constructive delivery, especially when from the face of the instrument it is shown that the

19
One can sell only what one owns or is authorized to sell, and the buyer can acquire no
more than what the seller can transfer legally. Daclag v. Macahilig, 560 SCRA 137 (2008).
A tax declaration, by itself, is not considered conclusive evidence of ownership it is
merely an indicium of a claim of ownership. Daclag v. Macahilig, 560 SCRA 137 (2008).
Nevertheless when at the time of delivery there is no proof that the seller had ownership and
as in fact the tax declaration to the subject property was in the name of another person, then
there was no transfer of ownership by delivery. xHeirs of Severina San Miguel v. Court of
Appeals, 364 SCRA 523 (2001).
b. General Doctrines on Tradition, W hether Actual or Constructive:
It may be stipulated that ownership in the thing shall not pass to buyer until he has fully
paid price (Art. 1478).
In the absence of such stipulation to the contrary, tradition produces its natural effects in
law, most important of which being conveyance of ownership, without prejudice to right of the
seller to claim payment of the price. xFroilan v. Pan Oriental Shipping Co., 12 SCRA 276
(1964).83
Delivery contemplates the absolute giving up of the control and custody of the property on
the part of the vendor, and the assumption of the same by the vendee. Non nudis pactis sed
traditione dominia rerum transferantur. And there is said to be delivery if and when the thing
sold is placed in the control and possession of the vendee. Equatorial Realty Dev. Inc. v.
Mayfair Theater, Inc., 370 SCRA 56 (2001).
Delivery as used in the Law on Sales refers to the concurrent transfer of two things: (1)
possession and (2) ownership. If the vendee is placed in actual possesion of the property, but
by agreement of the parties ownership of the same is retained by the vendor until the vendee
has fully paid the price, the mere transfer of the possesion of the property subject of the sale is
not the delivery contemplated in the Law on Sales or as used in Article 1543 of the Civil
Code. Cebu Winland Dev. Corp. v. Ong Siao Hua, 588 SCRA 120 (2009).
Since delivery of subject matter of sale is an obligation on the part of the seller, the
acceptance thereof by the buyer is not a condition for the completeness of delivery. xLa
Fuerza v. CA, 23 SCRA 1217 (1968).
In the absence of an express stipulation to the contrary, payment of purchase price of the
goods is not a condition precedent to the transfer of title to the buyer, but title passes by the
delivery of the goods. xPhil. Suburban Dev. Corp. v. Auditor General, 63 SCRA 397 (1975).84
Failure of the buyer to make good the price does not, in law, cause the ownership to revest
to the seller unless the bilateral contract of sale is first rescinded or resolved pursuant to Art.
1191. xBalatbat v. CA, 261 SCRA 128 (1996).
A contract to sell, or a condition contract of sale where the suspensive condition has not
happened, even when found in a public document, cannot be treated as constituting
constructive delivery, especially when from the face of the instrument it is shown that the seller
was not yet the owner of the property and was only expecting to inherit it. xHeirs of Arturo
Reyes v. Socco-Beltran, 572 SCRA 211, 221 (2008).
c. Physical Delivery (Art. 1497)
It is not necessary that seller himself delivers title to the buyer because the thing sold is
understood as delivered when it is placed in control and possession of buyer. Thus, when
sellers themselves introduced the tenant to the buyer as the new owners of the land, and from
that time on the buyer acted as landlord thereof, there was delivery that transferred title to the
buyer. xAlfredo v. Borras, 404 SCRA 145 (2003).
d. Constructive Delivery: E XECUTION OF A P UBLIC I NSTRUMENT (Art. 1498)
Where deed of sale or any agreement analogous to a deed of sale, is made through a
public instrument, its execution is equivalent to the delivery of the property. Caoibes, Jr. v.
Caoibes-Pantoja, 496 SCRA 273 (2006).85
Under Art. 1498, the mere execution of the deed of conveyance in a public instrument is
equivalent to the delivery of the property, and that prior physical delivery or possession is not
legally required, since ownership and possession are two entirely different legal concepts.
Notwithstanding the presence of illegal occupants on the subject property, transfer of
ownership by symbolic delivery under Art. 1498 can still be effected through the execution of
the deed of conveyance. xSabio v. International Corporate Bank, 364 SCRA 385 (2001).
As a general rule, when the sale is made through a public instrument, the execution thereof
shall be equivalent to the delivery of the thing which is the object of the contract, if from the
deed the contrary does not appear or cannot clearly be inferred. In order the execution of a

20
public instrument to effect tradition, the purchaser must be placed in control of the thing sold. A
person who does not have actual possession of the thing sold cannot transfer constructive
possession by the execution and delivery of a public instrument. Asset Privatization Trust v.
T.J. Enterprises, 587 SCRA 481 (2009).
There is nothing in Article 1498 that provides that execution of a deed of sale is a
conclusive presumption of delivery of possession; presumptive delivery can be negated by the
failure of the vendee to take actual possession of the land or the continued enjoyment of
possession by the vendor. Santos v. Santos, 366 SCRA 395 (2001).86
The presumptive delivery by the execution of a public instrument can be negated by the
failure of the vendee to take actual possession of the land sold. Cebu Winland Dev. Corp. v.
Ong Siao Hua, 588 SCRA 120 (2009).
(i) As to Movables (Arts. 1498-1499, 1513-1514; Dy, Jr. v. CA, 198 SCRA 826)
Where it is stipulated that deliveries must be made to the buyer or his duly authorized
representative named in the contracts, the seller is under obligation to deliver in accordance
with such instructions.. xLagon v. Hooven Comalco Industries, Inc., 349 SCRA 363 (2001).
Execution by supposed buyers of a chattel mortgage over subject vehicle in favor of the
financing company does not mean that ownership had been transferred to them, for delivery
must be on the part of the seller. xUnion Motor Corp. v. CA, 361 SCRA 506 (2001).
Neither issuance of an invoice, which is not a document of title xP.T. Cerna Corp. v. CA,
221 SCRA 19 (1993),87 nor of the registration certificate of vehicle xUnion Motor Corp. v. CA,
361 SCRA 506 (2001),88 would constitute constructive delivery.
(ii) As to Immovables (Art. 1498)
Issuance of an acknowledgment receipt of partial payment, when it is not a public
instrument does not convey title. xSan Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA 99
(2005).
In case of immovables, when sale is made through a public instrument, the execution
thereof shall be equivalent to the delivery of the thing which is the object of the contract, if from
the deed the contrary does not appear or cannot clearly be inferred. xMunicipality of Victorias
v. CA, 149 SCRA 31 (1987);89 and that prior physical delivery or possession is not legally
required since execution of the deed is deemed equivalent to delivery. xManuel R. Dulay
Enterprises, Inc. v. Court of Appeals, 225 SCRA 678 (1993), Provided That:
(a) The thing sold is subject to the control of the seller Addison v. Felix, 38 Phil. 404
(1918); and
(b) Such control should remain within a reasonable period after the execution of the
instrument Danguilan v. IAC, 168 SCRA 22 (1988); Pasagui v. Villablanca,
68 SCRA 18 (1975).
E XCEPT : When buyer assumes the risks of ownership and possession. Power Commercial
and Industrial Corp. v. CA, 274 SCRA 597 (1997).
Execution of Deed of Conditional Sale with provision that final deed of sale to be
executed upon full payment does not transfer ownership of the subject matter. xFortune
Tobacco Corp. v. NLRC, 200 SCRA 766 (1991).
(1) Registration of Title Is Separate Mode from Execution of Public Instrument The
recording of the sale with the proper Registry of Deeds and the transfer of the certificate
of title in the name of the buyer are necessary only to bind third parties to the transfer of
ownership. As between the seller and the buyer, the transfer of ownership takes effect
upon the execution of a public instrument conveying the real estate. Chua v. Court of
Appeals, 401 SCRA 54 (2003).
BUT SEE: Under Art. 1495, seller is obliged to transfer title over the property and deliver
the same to the vendee. Vive Eagle Land, Inc. v. Court of Appeals, 444
SCRA 445 (2004).
(2) Customary Steps in Selling Immovables Customarily, in the absence of a contrary
agreement, the submission by an individual seller to the buyer of the following papers
would complete a sale of real estate: (1) owners duplicate copy of the Torrens title; (2)
signed deed of absolute sale; (3) tax declaration; and (4) latest realty tax receipt. They
buyer can retain the amount for the capital gains tax and pay it upon authority of the
seller, or the seller can pay the tax, depending on the agreement of the parties. Chua
v. Court of Appeals, 401 SCRA 54 (2003).
86

Equatorial Realty Dev. Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001); Engreso v. De La Cruz, 401 SCRA 217 (2003); Ten Forty

21
The execution of the notarized deed of sale and the delivery of the owners duplicate
copy of the original certificate of title to the buyer is tantamount to constructive delivery of
the object of the sale. Kings Properties Corp. v. Galido, 606 SCRA 137 (2009).
(iii) As to Incorporeal Property (Arts. 1498 and 1501).
In the sale of shares of stock, physical delivery of a stock certificate is one of the
essential requisites for the transfer of ownership of the stocks purchased. Filinvests failure to
delivery the stock certificates representing the shares of stock purchased by TEMI and
Garcia amounted to a substantial breach of their contract which gave rise to a right to rescind
the sale. Raquel-Santos v. Court of Appeals, 592 SCRA 169 (2009).
e. Constitutum Possessorium (Art. 1500) A provision in the deed of sale granting to seller a
right to lease the subject matter of the sale is valid: the possession is deemed to be constituted in
the vendee by virtue of this mode of tradition. xAmigo v. Teves, 96 Phil. 252 (1954).
f. Traditio Brevi Manu Prior to the sale, petitioners were in possession of the subject property as
lessees. Upon sale to them of the rights, interests and participation as to the portion pro
indiviso, they remained in possession, not in the concept of lessees anymore but as owners now
through symbolic delivery known as traditio brevi manu. xHeirs of Pedro Escanlar v. CA, 281
SCRA 176 (1997).
4. Transfer Ownership to Vendee Upon Delivery (Arts. 1477, 1478, and 1496)
a. When Buyer Refuses to Accept (Art. 1588)
b. In Case of Express or Implied Reservation (Arts. 1478 and 1503)
5. Taking-Out Insurance Coverage (Art. 1523)
6. Time and Place of Delivery (Art. 1521)
7. Expenses of Execution and Registration (Art. 1487), and of Putting Goods in
Deliverable Estate (Art. 1521)
Unless otherwise stipulated: (a) under Art. 1487 the expenses for the registration of the sale
should be shouldered by the vendor xVive Eagle Land, Inc. v. Court of Appeals, 444 SCRA 445
(2004); and (b) duty to withhold taxes due on the sale is imposed on seller. xEquitable Realty
Development Inc. v. Mayfair Theater, Inc., 332 SCRA 139 (2000).
Buyer has more interest in having the capital gains tax paid immediately since this is a prerequisite to the issuance of a new Torrens title in his name. Nevertheless, as far as the government
is concerned, the capital gains tax remains a liability of the seller since it is a tax on the sellers gain
from the sale of the real estate. Payment of the capital gains tax, however, is not a pre-requisite to
the transfer of ownership to the buyer. The transfer of ownership takes effect upon the signing and
notarization of the deed of absolute sale. xChua v. Court of Appeals, 401 SCRA 54 (2003).
A judgment on a contract of sale that decrees sellers obligations to execute and deliver the
deed of absolute sale and the certificate of title, does not necessarily include within its terms the
obligation to pay for the expenses in notarizing a deed of sale and in obtaining new certificate of
title. xJose Clavano, Inc. v. HLRB, 378 SCRA 172 (2002).

B. S PECIAL R ULES ON C OMPLETENESS OF D ELIVERY

1. In Case of Movables (Art. 1522 and 1537, 1480)
When the contract does not provide for the measuring or weighing of a sold specific mass,
and the price agreed upon was not based on such measurement, then [t]he subject matter of the
sale is, therefore, a determinate object, the mass, and not the actual number of units or tons
contained therein, so that all that is required of seller was to deliver in good faith to his buyer all of
those found in the mass, notwithstanding that the quantity delivered is less than the amount
estimated in the contract. xGaite v. Fonacier, 2 SCRA 831 (1961).
a. Rules on Delivery to Carrier (Art. 1523)
(i) FAS Sales The seller pays all charges and is subject to risk until the goods are placed
alongside the vessel. xA. Soriano Y Cia. v. Collector, 97 Phil. 505 (1955).
(ii) FOB Sales In mercantile contracts of American origin, F.O.B. stand for the words
Free on Board, i.e., that the seller shall bear all expenses until the goods are delivered
according as to whether the goods are to be delivered F.O.B. at the point of shipment or
at the point of destination determines the time when property passes. Behn Meyer &
Co. v. Yangco, 38 Phil. 602, 606 (1918).90

22
C.I.F. found in British contracts stand for costs, insurance, and freight; they signify that
the price fixed covers not only the costs of the goods, but the expense of freight and insurance
to be paid by the seller. Behn Meyer & Co. v. Yangco, 38 Phil. 602, 606 (1918).
Under an arrangement c.i.f. Pacific Coast (destination), the vendor is to pay not only the
cost of the goods, but also the freight and insurance expenses, and, as it was judicially
interpreted, this is taken to indicate that the delivery is to be made at the port of destination.
Pacific Vegetable Oil Corp. v. Singzon, Supreme Court Advance Decisions, 29
April 1955.
b. Sale on Approval, Trial or Satisfaction (Art. 1502)
In a sale or return, the ownership passes to the buyer on delivery pursuant to a
perfected contract of sale; and the subsequent return of the goods reverts ownership back to
the seller. In such case, tradition as a mode of acquiring ownership must be in consequence
of a contract. xVallarta v. Court of Appeals, 150 SCRA 336 (1987).
In a sale on approval (also called sale on acceptance, sale on trial or sale on
satisfaction), the delivery of the object does not transfer ownership to the buyer since the
delivery was not for purposes of transferring ownership, since the prestation to effect a
meeting of the minds to give rise to a valid contract is incumbent on the buyer. xVallarta v.
Court of Appeals, 150 SCRA 336 (1987).
For a sale to be a sale or return or a sale on approval, there must be a clear
agreement to either of such effect, otherwise, the provisions of Art. 1502 of Civil Code
governing such sales cannot be invoked by either party to the contract. xIndustrial Textile
Manufacturing Co. v. LPJ Enterprises, Inc., 217 SCRA 322 (1993).
c. Sale by Description and/or Sample (Art. 1481)
There is a sale by sample when a small quantity is exhibited by the seller as a fair
specimen of the bulk, which is not present and there is no opportunity to inspect or examine
the same; and the parties treated the sample as the standard of quality and that they
contracted with reference to the sample with the understanding that the product to be delivered
would correspondent with the sample. xMendoza v. David, 441 SCRA 172 (004)
Even in sales by description and/or sample, buyer will not be released from his obligation
to accept and pay for the goods by deviations on the part of the seller from the exact terms of
the contract, if buyer had acquiesced to such deviations after due notice thereof. xEngel v.
Mariano Velasco & Co., 47 Phil. 115 (1924).
When the machine delivered is in accordance with the description stated in the sales
contract, the buyer cannot refuse to pay the balance of the purchase price and the cost of
installation if it proves that the machine cannot be used satisfactorily for the purposes for which
he bought it when such purpose was not made known to the seller. xPacific Commercial Co. v.
Ermita Market & Cold Stores, 56 Phil. 617 (1932).
d. Buyer's Right to Inspect Before Acceptance (Arts. 1481 and 1584) Except when
carrier delivers COD.
2. In Case of Immovables
a. Where Sold Per Unit or Number (Arts. 1539 and 1540)
In a unit price sale, the statement of the area of immovable is not conclusive and the price
may be reduced or increased depending on the area actually delivered. If the vendor delivers
less than the area agreed upon, the vendee may oblige the vendor to deliver all that is stated in
the contract or demand for the proportionate reduction of the purchase price if delivery is not
possible. If the vendor delivers more than the area stated in the contract, the vendee has the
option to accept only the amount agreed upon or to accept the whole area, provided he pays for
the additional area at the contract rate. Rudolf Lietz, Inc. v. Court of Appeals, 478 SCRA
451 (2005).91
b. Where Sold for a Lump Sum [A cuerpo cierto or por precio alzado] (Art. 1542)
In a contract of sale of land in a mass, the specific boundaries stated in the contract must
control over any statement with respect to the area contained within its boundaries. Salinas v.
Faustino, 566 SCRA 18 (2008).
In a lump sum sale, when the land delivered to the buyer is exactly as that described in the
deed and covered within the boundaries designated, the difference in actual area (34 versus 10
hectares) will not authorize the buyer to rescind the contract because the seller has complied
with delivering the subject matter agreed upon. xTeran v. Villanueva, 56 Phil. 677 (1932); this is
the rule when evidence shows that the parties never gave importance to the area of the land in

23
Where the parties agreed on a sale at a rate of a certain price per unit of measure and not
one for a lump sum, it is Article 1539 and not Article 1542 which is the applicable lawthe buyer
is entitled to the relief afforded to him under Article 1529, that is, either a proportional reduction
of the price or the rescission of the contract. xCebu Winland Dev. Corp. v. Ong Siao Hua, 588
SCRA 120 (2009).
E XCEPT : A buyer of land, when sold in gross or with the description more or less or similar
words in designating quantity covers only a reasonable excess of deficiency. In the
case at bar an area of 644 square meters more is not reasonable excess or
deficiency, to be deemed included in the deed of sale. xRoble v. Arbasa, 362 SCRA
69 (2001);Rudolf Lietz, Inc. v. Court of Appeals, 478 SCRA 451 (2005).92
E XCEPTION TO E XCEPTION : When buyer, who has been occupying the land for two years as
lessee, actually is deemed to take risk on the actual size of the property bought at
lump sum. xGarcia v. Velasco, 72 Phil. 248 (1941).

C. D OUBLE S ALES (Arts. 1544 93 and 1165)

1. Priority of Torrens System of Registration The rules on double sales under Art. 1544 do
not overcome the rules provided under the Property Registration Decree (P.D. 1459), such as:
(a) When two different titles are issued over the same registered land, the buyer who claims
under a title that was first issued shall be preferred. xLiao v. Court of Appeals, 323 SCRA 430
(2000);
(b) Invoking the rules on double sales and priority in time under Art. 1544 would be misplaced
by a first buyer who bought the land not within the Torrens system but under Act No. 3344, as
against the second buyer who bought the same property when it was already registered
under the Torrens system, because:
of the well-known rule in this jurisdiction that persons dealing with registered land have the
legal right to rely on the fact of the Torrens Certificate of Title and to dispense with the need to
inquire further, except when the party concerned has actual knowledge of facts and
circumstances that would impel a reasonably cautious man to make such inquiry; and

the Torrens system rule that formal registration proceedings undertaken on the property and

the subsequent issuance of a title over the land had under the Torrens system had the legal
effect of cleansing title on the property of all liens and claims which were not annotated
therein.

Naawan Community Rural Bank, Inc. v. Court of Appeals, 395 SCRA 43 (2003).94
BUT SEE: Naval v. Court of Appeals, 483 SCRA 102 (2006).
2. Tests Applicable under Article 1544:
Caveat emptor requires the buyer to be aware of the supposed title of the seller and he who
buys without checking the seller's title takes all the risks and losses consequent to such failure.
xCaram, Jr. v. Laureta, 103 SCRA 7 (1981).
The provision on double sale presumes title or ownership to pass to first buyer, exception
being: (a) when the second buyer, in good faith, registers the sale ahead of the first buyer, and
(b) should there be no inscription by either of the two buyers, when the second buyer, in good
faith, acquires possession of the property ahead of the first buyer. Unless, the second buyer
satisfies these requirements, title or ownership will not transfer to him to the prejudice of the first
buyer. xCoronel v. CA, 263 SCRA 15 (1996).
In spite of the three levels of tests provided under Art. 1544, the Court seems to recognize
only registration in good faith by the second buyer and does not characterize the meaning of the
last two test of possession and oldest title. Carillo v. Court of Appeals, 503 SCRA 66
(2006).
a. M AIN R ULE UNDER A RT . 1544: PRIOR TEMPORE, PRIOR JURE. Carbonell v. CA, 69 SCRA
99 (1976).95
3. Requisites for Double Sale: Cheng v. Genato, 300 SCRA 722 (1998).96
a. There Must Be Two Different Valid Sales: Article 1544 does not apply where:
There is only one valid sale, while the other sale over the same property is void. Fudot v.
Cattleya Land, Inc., 533 SCRA 350 (2007);97 or

92
Asiain v. Jalandoni, 45 Phil 296 (1923); Balantakbo v. Court of Appeals, 249 SCRA 323 (1995); Esguerra v. Trinidad, 518 SCRA 186
(2007); Del Prado v. Caballero, 614 SCRA 102 (2010).

24
Where one of the contract is a contract to sell. San Lorenzo Dev. Corp. v. Court of
Appeals, 449 SCRA 99 (2005).98
When the seller sold the same properties to two buyers, first to the respondent and then
to Viloria on two separate occasions, the second sale was not void for the sole reason that
petitioner had previously sold the same properties to respondent. This case involves a
double sale as the disputed properties were sold validly on two separate occasions by the
same seller to the two different buyers in good faith. De Leon v. Ong, 611 SCRA 381, 388
(2010).
(1)

Doctrine

on Conditional Sales/Contracts to Sell and Adverse

Claims:

Mendoza v. Kalaw, 42 Phil. 236 (1921); Adalin v. CA, 280 SCRA 536 (1997).

The rules on double sales under Art. 1544 are not applicable to contract to sell, because
of the circumstances that must concur in order for the provisions to Art. 1544 on double sales
to apply, namely that there must be a valid sales transactions, and buyers must be at odds
over the rightful ownership of the subject matter who must have bought from the very same
seller, are lacking in a contract to sell for neither a transfer of ownership nor a sales
transaction has been consummated, and such contract is binding only upon the fulfillment or
non-fulfillment of an event. Nevertheless, the governing principle of Art. 1544 should
apply, mainly the governing principle of primus tempore,portior jure (first in time, stronger in
right). Cheng v. Genato, 300 SCRA 722 (1998).
b. Exact Same Subject Matter
Article 1544 applies where the same thing is sold to different buyers by the same seller.
xOng v. Oalsiman, 485 SCRA 464 (2006); and therefore does not apply where there was a
sale to one party of the land itself while the other contract was a mere promise to sell the land
or at most an actual assignment of the rights to repurchase the same land. xDischoso v.
Roxas, 5 SCRA 781 (1962).
c. Exact Same Seller for Both Sales
Article 1544 applies where the same thing is sold to different vendees by the same vendor.
It does not apply where the same thing is sold to different vendees by different vendors.or
even to the same buyer but by different sellers. Salera v. Rodaje, 530 SCRA 432, 438
(2007).99
Article 1544 on double sales has no application in cases where the sales involved were
initiated not by just one vendor but by several successive vendors. Mactan-Cebu International
Airport Authority v. Tirol, 588 SCRA 635 (2009).
For Article 1544 to apply, it is necessary that the conveyance must have been made by a
party who has an existing right in the thing and the power to dispose of it. It cannot be invoked
where the two different contracts of sale are made by two different persons, one of them not
being the owner of the property sold. And even if the sale was made by the same person, if the
second sale was made when such person was no longer the owner of the property, because it
had been acquired by the first purchaser in full dominion, the second purchaser cannot acquire
any right. Consolidated Rural Bank (Cagayan Valley), Inc. v. Court of Appeals, 448
SCRA 347 (2005),100 citing VILLANUEVA, PHILIPPINE LAW ON SALES 100 (1995).
3. Registration in Good Faith as First Priority
a. Meaning of Registration
The annotation of adverse claim can qualify as the registration mandated under the rules on
double sale. Carbonnel v. Court of Appeals, 69 SCRA 99 (1976).
Registration means any entry made in the books of the registry, including both registration
in its ordinary and strict sense, and cancellation, annotation, and even marginal notes. It
is the entry made in the registry which records solemnly and permanently the right of ownership
and other real rights. xCheng v. Genato, 300 SCRA 722 (1998).101
Declaration of purchase for taxation purposes does not comply with the required
registration, and the fact alone does not even itself constitute evidence of ownership. xBayoca v.
Nogales, 340 SCRA 154 (2000).
Registration of the Extra-judicial Partition which merely mentions the sale is not the
registration covered under Art. 1544 and cannot prevail over the registration of the pacto de
retro sale. xVda. de Alcantara v. CA, 252 SCRA 457 (1996).
There can be no constructive notice to the second buyer through registration under Act
3344 if the property is registered under the Torrens system. xAmodia Vda. De Melencion v.

25
Court of Appeals, 534 SCRA 62, 82 (2007), thereby overturning obiter in Santiago v. Court of
Appeals, 247 SCRA 336 (1995).
b. Registration Must Always Be in Good Faith In cases of double sales of immovables,
what finds relevance and materiality is not whether or not the second buyer was a buyer in
good faith or that he was first to register, but whether or not said second buyer registers such
second sale in good faith, that is, without knowledge of any defect in the title of the property
sold. xMartinez v. CA, 358 SCRA 38 (2001);102 this is so because the defense of indefeasibility
of a Torrens title does not extend to a transferee who takes the certificate of title in bad faith.
xOccea v. Esponilla, 431 SCRA 116 (2004).
c. Knowledge of First Buyer of the Second Sale Does Not Amount to Registration in
Favor of the Second Buyer
Knowledge gained by the first buyer of the second sale cannot defeat the first buyer's rights
except where the second buyer registers in good faith the second sale ahead of the first. Such
knowledge of the first buyer does not bar her from availing of her rights under the law, among
them, to register first her purchase as against the second buyer. But in converso, knowledge
gained by the second buyer of the first sale defeats his rights even if he is first to register the
second sale, since such knowledge taints his prior registration with bad faith. This is the priced
exacted by Article 1544 for the second buyer being able to displace the first buyer; that before
the second buyer can obtain priority over the first, he must show that he acted in good faith
throughout (i.e., in ignorance of the first sale and of the first buyer's right) from the time of
acquisition until the title is transferred to him by registration or failing registration, by delivery of
possession. xUraca v. CA, 278 SCRA 702 (1997).103
In a situation where a party has actual knowledge of the claimants actual, open and
notorious possession of a disputed property at the time of registration, the actual notice and
knowledge are equivalent to registration, because to hold otherwise would be to tolerate fraud
and the Torrens system cannot be used to shield fraud while certificates of title are
indefeasible, unassailable and binding against the whole world, they merely confirm or record
title already existing and vested. Consolidated Rural Bank (Cagayan Valley), Inc. v. Court
of Appeals, 448 SCRA 347 (2005).
In double sales, the first buyer always has priority rights over subsequent buyers of the
same property. The good faith of the first buyer remains all throughout despite his subsequent
acquisition of knowledge of the subsequent sale. Kings Properties Corp. v. Galido, 606 SCRA
137 (2009).
d. Registration in Good Faith Always Pre-empts Possession in Good Faith Between
two purchasers, the one who registered the sale in his favor has a preferred right over the other
who has not registered his title, even if the latter is in actual possession of the immovable
property. xTaedo v. CA, 252 SCRA 80 (1996).104
The registration of a sale after the annotation of the notice of lis pendens does not obliterate
the effects of delivery and possession in good faith. The rules on constructive notice upon
registration provided for under Section 52 of the Property Registration Decree (P.D. No. 1529)
operate only from the time of the registration of the notice of lis pendens which in this case was
effected only after the time the sale in favor of the second buyer had long been consummated
by delivery of the subject matter. San Lorenzo Dev. Corp. v. Court of Appeals, 449 SCRA
99 (2005).
4. Possession Refers Both to Material and Symbolic Possession
In the absence of inscription under double sales, the law gives preferential right to the buyer
who in good faith is first in possession, under the following jurisprudential parameters: (a)
Possession mentioned in Article 1544 includes not only material but also symbolic possession; (b)
possessors in good faith are those who are not aware of any flaw in their title or mode of
acquisition; (c) Buyers of real property that is in the possession of persons other than the seller
must be wary they must investigate the rights of the possessors; and (d) good faith is always
presumed, upon those who allege bad faith on the part of the possessors rests the burden of proof.
xTen Forty Realty and Dev. Corp. v. Cruz, 410 SCRA 484 (2003).105
5. Who is Purchaser in Good Faith?

102
Blanco v. Rivera, 488 SCRA 148 (2006); Gabriel v. Mabanta, 399 SCRA 573 (2003); De la Cena v. Briones, 508 SCRA 62 (2006);
Tanglao v. Parungao, 535 SCRA 123 (2007); Bernardez v. Court of Appeals, 533 SCRA 451 (2007); Ordua v. Fuentebella, 622 SCRA 146
(2010).
103
Cruz v. Cabana, 129 SCRA 656 (1984); Gatmaitan v. CA, 200 SCRA 37 (1991); Vda. de Jomoc v. CA, 200 SCRA 74 (1991); Bucad v.

26
In the determination of whether or not a buyer is in good faith, the point in time to be
considered is the moment when the parties actually entered into the contract of sale. Estate of
Lino Olaguer v. Ongjoco, 563 SCRA 373 (2008).
a. Must Have Paid Price in Full A purchaser is good faith is one who buys property of
another, without notice that some other person has a right to, or interest in, such property and
pays a full and fair price for the same at the time of such purchase, or before he has notice
of the claim or interest of some other person in the property. Tanglao v. Parungao, 535 SCRA
123 (2007)106
Under Article 1544, mere registration is not enough to acquire a new title. Good faith must
concur. Clearly, when the buyer has not yet fully paid the purchase price, and as long as seller
remains unpaid, the buyer cannot feign good faith. xPortic v. Cristobal, 546 SCRA 577 (2005).
BUT SEE: In the determination of whether or not the buyer is in good faith, the point in time to
be considered is the moment when the parties actually entered into the contract of sale. Estate
of Lino Olaquer v. Ongjoco, 563 SCRA 373 (2008).
b. Burden of Proof The burden of proving the status of a purchaser in good faith lies upon
him who asserts that status. It is not sufficient to invoke the ordinary presumption of good faith,
that is, that everyone is presumed to have acted in good faith, since the good faith that is here
essential is integral with the very status that must be established. xTanglao v. Parungao, 535
SCRA 123 (2007).107
As a general rule, the question of whether or not a person is a purchaser in good faith is a
factual matter that will not be delved into by this Court, since only questions of law may be
raised in petitions for review. Tio v. Abayata, 556 SCRA 175 (2008).
BUT SEE: It is anxiomatic that good faith is always presumed in the absence of any direct
evidence of bad faith. xSantiago v. CA, 247 SCRA 336 (1995).
c. Instances W hen No Good Faith:
(1) Being In Business on Realty A mortgagee who eventually ended buying the property
at the public auction, cannot claim to be a buyer in good faith when his business in the
constructing and selling townhouses and extending credit to the public, including real
estate loans; for he is charged with greater diligence that ordinary buyers or
encumbrances for value, because it would be standard in his business, as a matter of
due diligence required of banks and financing companies, to ascertain whether the
property being offered as security for the debt has already been sold to another to
prevent injury to prior innocent buyers. xExpresscredit Financing Corp. v. Velasco, 473
SCRA 570 (2005).108
A banking institution is expected to exercise due diligence before entering into a
mortgage contract, and the ascertainment of the statute or condition of a proper offered
to it as security for a loan must be a standard and indispensable part of its operations;
and it cannot simply rely upon reviewing the title to the property offered for mortgage. Tio
v. Abayata, 556 SCRA 175 (2008).109
(2) Close Relationship The sale to ones daughter and sons will give rise to the
conclusion that the buyers, not being really third parties, knew of the previous sales and
cannot be considered in good faith. The buyers are deemed to have constructive
knowledge by virtue of their relationship to their sellers. xPilapil v. Court of Appeals, 250
SCRA 566 (1995).
(3) Gross Inadequacy of Price Mere inadequacy of price is not ipso facto a badge of lack
of good faithto be so, the price must be grossly inadequate or shocking to the
conscience such that the mind revolts against it and such that a reasonable man would
neither directly or indirectly be likely to consent to it. Tio v. Abayata, 556 SCRA 175
(2008).
(4) Obligation to Investigate or To Follow Leads A purchaser who is aware of facts
which should put a reasonable man upon his guard cannot turn a blind eye and later
claim that he acted in good faith, such as
106
Agricultural and Home Extension Dev. v. CA., 213 SCRA 536 (1992); Veloso v. CA, 260 SCRA 593 (1996); Balatbat v. CA, 261 SCRA
128 (1996); Mathay v. CA, 295 SCRA 556 (1998); Diaz-Duarte v. Ong, 298 SCRA 388 (1998); Liao v. CA, 323 SCRA 430 (2000); Tanongon
v. Samson, 382 SCRA 130 (2002); Universal Robina Sugar Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002); Aguirre v. Court of
Appeals, 421 SCRA 310 (2004); Galvez v. Court of Appeals, 485 SCRA 346 (2006); Chua v. Soriano, 521 SCRA 68 (2007); Raymundo v.
Bandong, 526 SCRA 514 (2007); De Leon v. Ong, 611 SCRA 381 (2010); Kings Properties Corp. v. Galido, 606 SCRA 137 (2009); The
Heirs of Romana Saves v. The Heirs of Escolastico Saves, 632 SCRA 236 (2010).
107
Tsai v. CA, 366 SCRA 324 (2001); Aguirre v. CA, 421 SCRA 310 (2004); Raymundo v. Bandong, 526 SCRA 514 (2007); Eagle Realty

27

A buyer of a registered land would be in bad faith when he purchases without asking to see the
owners copy of the title and/or without visiting the land where he would then have seen first
110
buyer occupying the same. xSantiago v. CA, 247 SCRA 336 (1995).

When there are occupants to the land being bought, since it is the common practice in the real
estate industry, an ocular inspection of the premises involved is a safeguard a cautious and
111
prudent purchaser usually takes. xMartinez v. CA, 358 SCRA 38 (2001).

Any person engaged in business would be wary of buying from a company that is closing shop,
because it may be dissipating its assets to defraud creditors. Such buyer is bound to inquire
whether the owners had unsettled obligations encumbrance that could burden the property.
112
xSamson v. Court of Appeals, 238 SCRA 397 (1994).

The property was titled and transferred with undue haste within a short period of time, plus the
fact that the subject property is a vast tract of land in a prime location, should have, at the very
least, triggered petitioners curiosity. Eagle Realty Corp v. Republic, 557 SCRA 77, 94 (2008).

(5) Land in Adverse Possession Buyer who could not have failed to know or discover
that the land sold to him was in the adverse possession of another is a buyer in bad faith.
xHeirs of Ramon Durano, Sr. v. Uy, 344 SCRA 238 (2000).113
(6) Existence of Lis Pendens or Adverse Claim Registration of an adverse claim places
any subsequent buyer of the registered land in bad faith. Kings Properties Corp. v.
Galido, 606 SCRA 137 (2009).
Settled is the rule that one who deals with property with a notice of lis pendens, even
when at the time of sale the annotation was cancelled but there was a pending appeal,
cannot invoke the right of a purchaser in good faith. A purchaser cannot close his eyes to
facts which should put a reasonable man on guard and claim that he acted in the belief
that there was no defect in the title of the seller. xPo Lam v. CA, 316 SCRA 721 (1999).
E XCEPT : When knowledge of lis pendens was acquired at the time there was order to
have it cancelled. xPo Lam v. CA, 347 SCRA 86 (2000).114
(7) Annotation of Lien in Settlement of Estate An annotation placed on new certificates
of title issued pursuant to the distribution and partition of a decedents real properties is a
warning to third persons on the possible interest of excluded heirs or unpaid creditors in
these propertieswhere a buyer purchases the real property despite the annotation, he
must be ready for the possibility that the title be subject to the rights of excluded parties.
Tan v. Benolirao, 604 SCRA 36 (2009).
6. When Subject of Sale Is Unregistered Land Naawan Community Rural Bank v. CA,
395 SCRA 43 (2003).
The rules in double sale under Article 1544, whereby the buyer who is able to first register the
purchase in good faith is in full accord with Section 51 of PD 1529 which provides that no deed,
mortgage, lease, or other voluntary instrument except a will purporting to convey or affect
registered land shall take effect as a conveyance or bind the land until its registration. Thus, if the
sale is not registered, it is binding only between the seller and the buyer but it does not affect
innocent third persons. Abrigo v. De Vera, 432 SCRA 544 (2004).
When first sale is over unregistered land and the second sale is when it is registered, the rules
on double sale do not apply. Dagupan Trading Co. v. Macam, 14 SCRA 179 (1965).
Article 1544 is inapplicable to unregistered land because the purchaser of unregistered land at
a sheriffs execution sale only steps into the shoes of the judgment debtor, and merely acquires the
latters interest in the property sold as of the time the property was levied upon, as expressly
provided for in then Sec. 35, Rule 39 of the Revised Rules of Court on execution sale [now Sec.
33, Rule 39, 1997 Rules of Civil Procedure)]. Carumba v. CA, 31 SCRA 558 (1970).
Under Act 3344, registration of instruments affecting unregistered lands is without prejudice to
a third party with a better right, which means that mere registration does not give the buyer any
right over the land if the seller was not anymore the owner of the land having previously sold the
same to somebody else even if the earlier sale was unrecorded. The rules on double sale under
Art. 1544 has no application to land no registered under the Torrens system.Acabal v. Acabal,
454 SCRA 555 (2005).115
110

R.R. Paredes v. Calilung, 517 SCRA 369 (2007); Chua v. Soriano, 521 SCRA 68 (2007).
Mathay v. CA, 295 SCRA 556 (1998); Republic v. De Guzman, 326 SCRA 267 (2000); Heirs of Ramon Durano, Sr. v. Uy, 344 SCRA
238 (2000); Heirs of Celestial v. Heirs of Celestial, 408 SCRA 291 (2003); Erasusta, Jr. v. Court of Appeals, 495 SCRA 319 (2006); De la
Cena v. Briones, 508 SCRA 62 (2006); Tanglao v. Parungao, 535 SCRA 123, 132 (2007).
112
Eagle Realty Corp v. Republic, 557 SCRA 77 (2008).
113
Modina v. CA, 317 SCRA 696, 706 (1999); Republic v. De Guzman, 326 SCRA 267 (2000); Martinez v. CA, 358 SCRA 38 (2001); Heirs
of Trinidad de Leon Vda. De Roxas v. Court of Appeals, 422 SCRA 101 (2004); Occena v. Esponilla, 431 SCRA 116 (2004); PNB v. Heirs
of Estanislao Militar, 494 SCRA 308 (2006); Raymundo v. Bandong, 526 SCRA 514 (2007); Tanglao v. Parungao, 535 SCRA 123 (2007); Tio
111

28
D. O BLIGATIONS OF B UYER
1. Pay the Price (Art. 1582)
When seller cannot show title to the subject matter, then he cannot compel the buyer to pay
the price. xHeirs of Severina San Miguel v. CA, 364 SCRA 523 (2001).
Mere sending of a letter by the buyer expressing the intention to pay without the
accompanying payment is not considered a valid tender of payment and consignation of the
amount due are essential in order to extinguish the obligation to pay and oblige the seller to
convey title. xTorcuator v. Bernabe, 459 SCRA 439 (2005).
Unless the parties to a sale have agreed to the payment of the purchase price to any other
party, then its payment to be effective must be made to the seller in accordance with Article 1240
which provides that Payment shall be made to the person in whose favor the obligation has been
constituted, or his successor in interest, or any person authorized to receive it. xMontecillo v.
Reynes, 385 SCRA 244 (2002).
2. Accept Delivery (Arts. 1582-1585)

VII. DOCUMENTS OF TITLE (Arts. 1507-1520)

1. Definition (Art. 1636)
2. Purpose of Documents of Title
Through a document of title, seller is allowed by fiction of law to deal with the goods
described therein as though he had physically delivered them to the buyer; and buyer may take
the document as though he had actually taken possession and control over the goods described
therein. xPhilippine Trust Co. v. National Bank, 42 Phil. 413 (1921).
Warehouse receipt represents the goods, but the intrusting of the receipt is more than the
mere delivery of the goods; it is a representation that the one to whom the possession of the
receipt has been so entrusted has the title to the goods. xSiy Cong Bieng v. Hongkong &
Shanghai Bank, 56 Phil. 598 (1932).
3. Negotiable Documents of Title
a. How Negotiated (Arts. 1508-1509)
b. Who Can Negotiate (Art. 1512)
c. Effects of Negotiation (Art. 1513)
The endorsement and delivery of a negotiable quedan operates as the transfer of possession
and ownership of the property referred to therein, and had the effect of divorcing the property
covered therein from the estate of the insolvent prior to the filing of the petition for insolvency.
xPhilippine Trust Co. v. National Bank, 42 Phil. 413 (1921).
d. Unauthorized Negotiation (Art. 1518)
As between the owner of a negotiable document of title who endorsed it in blank and
entrusted it to a friend, and the holder of such negotiable document of title to whom it was
negotiated and who received it in good faith and for value, the latter is preferred, under the
principle that as between two innocent persons, he who made the loss possible should bear the
loss. xSiy Long Bieng v. Hongkong and Shanghai Banking Corp., 56 Phil. 598 (1932).
4. Non-negotiable Documents of Title
a. How Transferred or Assigned (Art. 1514)
b. Effects of Transfer (Art. 1514).
5. Warranties of Seller of Documents of Title (Art. 1516)
6. Rules of Levy/Garnishment of Goods (Arts. 1514, 1519, 1520).

VIII. SALE BY NON-OWNER OR BY ONE HAVING VOIDABLE

TITLE: THE LIFE OF A CONTRACT OF SALE
1. Effect of Sale W here Seller Not Owner at Time of Delivery (Art. 1505; Paulmitan

29
In sale, it is essential that the seller is the owner of the property he is selling. The principal
obligation of a seller is to transfer the ownership of the property sold (Art. 1458). This law
stems from the principle that nobody can dispose of that which does not belong to him: NEMO
DAT QUOD NON HABET. Noel v. CA, 240 SCRA 78 (1995).116
Although a situation (where the sellers were no longer owners) does not appear to be one of
the void contracts enumerated in Art. 1409 of Civil Code, and under Art. 1402 Civil Code itself
recognizes a sale where the goods are to be acquired x x x by the seller after the perfection of
the contract of sale clearly implying that a sale is possible even if the seller was not the owner
at the time of sale, provided he acquires title to the property later on, but when delivery of
ownership is no longer possible, the sale should be considered void, and consequently, the right
to repurchase provided therein would also be void Nool v. CA, 276 SCRA 149 (1997).
If one buys the land of another, to which the seller is supposed to have a good title, and in
consequence of facts unknown alike to both parties, the seller has in fact no title at all, equity
will cancel the sale and cause the purchase money to be restored to the buyer, putting both
parties in status quo. DBP v. CA, 249 SCRA 331 (1995).
a. Sales by Co-Owners (Art. 493)
In a contract of sale of co-owned property, what the vendee obtains by virtue of such a sale
are the same rights as the vendor had as co-owner (i.e., his spiritual share), and the vendee
merely steps into the shoes of the vendor as co-owner. xPanganiban v. Oamil, 542 SCRA 166
(2008);117 except when the intention of the purchase was clearly the property itself and not just
the spiritual share. Mindanao v. Yap, 13 SCRA 190 (1965).
An agreement that purports a specific portion of an un-partitioned co-owned property is not
void; it shall effectively transfer the sellers ideal share in the co-ownership. Heirs of the Late
Spouses Aurelio and Esperanza Balite v. Lim, 446 SCRA 54 (2004).118
In which case, the proper action is not for nullification of sale, or for the recovery of
possession of the property owned in common from the other co-owners, but for division or
partition of the entire property. xTomas Claudio Memorial College, Inc. v. Court of Appeals, 316
SCRA 502 (1999).119
A co-owner who sells one of the two lands owned in common with another co-owner, and
does not turn-over one-half of the proceeds of the sale to the other co-owner, the latter may by
law and equity lay exclusive claim to the remaining parcel of land. xImperial v. Court of
Appeals, 259 SCRA 65 (1996).
2. Exceptions: W hen Ownership Transfers by Act of the Non-Owner
a. Estoppel on True Owner (Art. 1434) Bucton v. Gabar, 55 SCRA 499 (1974).
b. Recording Laws; Torrens System (Pres. Decree 1529).
The defense of indefeasibility of Torrens title where the disputed buildings and equipment
are located is unavailing, since such defense is available to sale of lands and not to sale of
properties situated therein. xTsai v. CA, 366 SCRA 324 (2001).
An innocent purchaser for value is one who purchases a titled land by virtue of a deed
executed by the registered owner himself not by a forged deed. xInsurance Services and
Commercial Traders, Inc. v. CA, 341 SCRA 572 (2000).
A person who deals with registered land through someone who is not the registered owner
is expected to look beyond the certificate of title and examine all the factual circumstances
thereof in order to determine if the vendor has the capacity to transfer any interest in the land.
Sy v. Capistrano, Jr., 560 SCRA 103 (2008).
Where innocent third persons, relying on the correctness of the certificate of title thus
issued, acquire rights over the property, the court cannot disregard such rights and order the
cancellation of the certificate, since the effect of such outright cancellation will be to impair
public confidence in the certificate of title. Every person dealing with the registered land may
safely rely on the correctness of the certificate of title issued therefor and the law will in no way
oblige him to go behind the certificate to determine the condition of the property. xHeirs of
Spouses Benito Gavino. v. Court of Appeals, 291 SCRA 495 (1998).
An innocent purchaser for value is one who buys the property of another without notice that
some other person has a right to or interest in it, and who pays a full and fair price at the time of
the purchase or before receiving any notice of another persons claim. The burden of proving
the status of a purchaser in good faith and for value lies upon one who asserts that status. This

116

Azcona v. Reyes, 59 Phil. 446 (1934); Coronel v. Ona, 33 Phil. 456 (1916).

30
onus probandi cannot be discharged by mere invocation of the ordinary presumption of good
faith. Rufloe v. Burgos, 577 SCRA 264, 272-273 (2009).
c. Statutory Power Order of Courts
When a defeated party refuses to execute the absolute deed of sale in accordance with the
judgment, the court may direct the act to be done at the cost of the disobedient party by some
other person appointed by the court and the act when so done shall have the like effect as is
done by the party. xManila Remnant Co., Inc. v. CA, 231 SCRA 281 (1994)
d. Sale in Merchants Stores, Fairs or Markets (Arts. 85 and 86, Code of Commerce)
City of Manila v. Bugsuk, 101 Phil. 859 (1957); Sun Bros. & Co. v. Velasco, 54
O.G. 5143 (1958).
3. Sale by One Having Voidable Title (Art. 1506, as an exception to Art. 559)
Whenever there is an underlying contract of sale which grants to the culprit-buyer a voidable
title, even when this is accompanied by the criminal act of estafa or swindling, Article 1506 would
grant to the buyer in good faith a better title as against the original owner even though the latter
may be classified to have been unlawfully deprived of the subject matter under Art. 559.
Tagatac v. Jimenez, 53 O.G. 3792 (1957); EDCA Publishing v. Santos, 184 SCRA
614 (1990).
Thus, when owner did not voluntarily deliver possession of the car, and in effect it was stolen
from him, then one who buys the car even in good faith from the thief will lose the car to the
owner who is deemed to have been unlawfully deprived. Aznar v. Yapdiangco, 13 SCRA
486 (1965).
In all other cases of unlawful deprivation done through estafa, the original owner recovers
even from the buyer in good faith. Cruz v. Pahati, 98 Phil. 788 (1956). [CLV: Decision
showed that second buyer, or current possessor could not claim good faith
because of erasures in the covering documents presented by his seller]
Owner of diamond ring may recover possession of the same from pawnshop where the
owners agent had pledged it without authority to do so; Article 559 applies and the defense that
the pawnshop acquired possession without notice of any defect of the pledgor-agent is
unavailing. Dizon v. Suntay, 47 SCRA 160 (1972).120 [In those cases possessor is a
merchant and only has a pledge in his favor].

IX. LOSS , DETERIORATION , FRUITS AND OTHER BENEFITS

1. No Application When Subject Matter is Determinable (Art. 1263)
2. Effect of Loss/Deterioration of Thing Sold:
a. Before Perfection (Roman v. Grimalt, 6 Phil. 96 [1906]).
b. At Time of Perfection (Arts. 1493 and 1494).
c. After Perfection But Before Delivery (Arts. 1164, 1189, and 1262).
(1) General Rule: Before delivery, risk of loss is borne by seller under the rule of res perit
domino. xChrysler Phil. v. Court of Appeals, 133 SCRA 567 (1984).
In the case of a motor vehicle, where there was neither physical nor constructive
delivery of a determinate thing, the thing sold remained at the sellers risk. xUnion Motor
Corp v. Court of Appeals, 361 SCRA 506 (2001).
(2) Loss by Fault of a Party (Arts. 1480, 1504, 1538)
(3) Loss by Fortuitous Event (Arts. 1480, 1163, 1164, 1165, 1504, 1538, and 1189;
READ Comments of P ARAS , T OLENTINO , P ADILLA, and B AVIERA).
(4) Deterioration (Arts. 1480, 1163-65, and 1262; Arts. 1189 and 1538)
(5) Fruits or Improvements from time of perfection pertain to buyer (Arts. 1480, 15371538)
d. After Delivery (Art. 1504) Lawyer's Coop v. Tabora, 13 SCRA 762 (1965).121

X. REMEDIES FOR BREACH OF CONTRACT OR SALE (Arts. 1594-1599)

A. ON PART OF SELLER

31
1. In Case of Movables (Arts. 1593, 1595 to 1597)
Under Article 1597, when the buyer of scrap iron fails to put up the letter of credit in favor of the
seller as the condition of the sale, the seller had a right to terminate the contract, and noncompliance with the condition meant that the sellers obligation to sell never did arise. xVisayan
Sawmill Co. v. Court of Appeals, 219 SCRA 378 (1993).
2. Unpaid Seller of Goods (Arts. 1524-1535)
a. Definition of Unpaid Seller (Art. 1525)
b. Rights of Unpaid Seller:
Possessory lien (Arts. 1526-1529, 1503, 1535)
Stoppage in transitu (Arts. 1530-1532, 1535, 1636[2])
Right of Resale (Art. 1533)
Right to Rescind (Art. 1534)
Even before the formal statutory adoption of the remedies of an unpaid seller, the Supreme
Court had already recognized the right of a seller, when the contract of sale is still executory in
stage, to resell the movables subject matter of the sale, when the buyer fails to pay the purchase
price. xHanlon v. Hausserman, 40 Phil. 796 (1920).
Seller in possession of the goods may sell them at buyer's risk.
Appeals, 4 SCRA 243 (1962).

xKatigbak v. Court of

3. RECTO LAW : S ALES OF M OVABLES ON I NSTALLMENTS (Arts. 1484, 1485, 1486)

The Recto Law prevents mortgagee from seizing the mortgaged property, buying it at
foreclosure sale for a low price and then bringing the suit against the mortgagor for a deficiency
judgment. The almost invariable result was that the mortgagor found himself minus the property
and still owing practically the full amount of his original indebtedness. xMagna Financial Services
Group, Inc. v. Colarina, 477 SCRA 245 (2005).
a. Installment Sale requires at least stipulated two (2) payments in the future, whether or not
there is a downpayment. Levy v. Gervacio, 69 Phil. 52 (1939).
b. Contracts to Sell Movables Not Covered. xVisayan Sawmill Company, Inc. v. Court of
Appeals, 219 SCRA 378 (1993).
c. Remedies Available to Unpaid Seller Not Cumulative But Alternative and
Exclusive. Delta Motor Sales Corp. v. Niu Kim Duan, 213 SCRA 259 (1992).122
Seeking a writ of replevin consistent with any of the three remedies. xUniversal Motors
Corp. v. Dy Hian Tat, 28 SCRA 161 (1969).
d. Remedy of Specific Performance
The fact that the seller obtained a writ of execution against the property mortgaged, but
pursuant to an action for specific performance with a plea for a writ of replevin, does not
amount to a foreclosure of the chattel mortgage covered by the Recto Law. Tajanglangit v.
Southern Motors, 101 Phil. 606 (1957).123
e. Nature of Remedy of Rescission
Surrender of mortgaged property is not necessarily equivalent to rescission. xVda. de
Quiambao v. Manila Motors Co., Inc., 3 SCRA 444 (1961).
Mutual restitution prevents recovering on the balance of the purchase price. Nonato v.
IAC, 140 SCRA 255 (1985); but stipulation on non-return of payments is valid provided not
unconscionable. xDelta Motor Sales Corp. v. Niu Kim Duan, 213 SCRA 259 (1992).
f. Remedy of Foreclosure
Barring effect would cover a third-party mortgage, when it was the chattel mortgage that
was first foreclosed. Ridad v. Filipinas Investment, 120 SCRA 246 (1983).
When the seller assigns his credit to another person, the latter is likewise bound by the
same law. Zayas v. Luneta Motors, 117 SCRA 726 (1982). 124
(i) Barring Effects of Foreclosure Filing of the action of replevin in order to foreclose
on the chattel mortgage does not produce the barring effect under the Recto Law; for it is
the fact of foreclosure and actual sale of the mortgaged chattel that bar further recovery by

32
the seller of any balance on the buyers outstanding obligation not satisfied by the sale.
The voluntary payment of the installment by the buyer-mortgagor is valid and not
recoverable in spite the restrictive provisions of Art. 1484(3). Northern Motors v.
Sapinoso, 33 SCRA 356 (1970). 125
Foreclosure on the chattel mortgage prevents further action on the supporting real
estate mortgage, whether the chattel mortgage is first foreclosed Cruz v. Filipinas
Investment & Finance Corp., 23 SCRA 791 (1968);126 and vice versa when the real
estate mortgage is first foreclosed. Borbon II v. Servicewide Specialists, Inc., 258
SCRA 634 (1996).
All amounts barred from recovery. Macondray & Co. v. Eustaquio, 64 Phil. 446
(1937).
(ii) Rule on Perverse Buyer. Filipinas Investment & Finance Corp. v. Ridad, 30
SCRA 564 (1969).
g. Purported Lease with Option to Buy
The Court took judicial notice of the practice of vendors of personal property of
denominating a contract of sale on installment as one of lease to prevent the ownership of
the object of the sale from passing to the vendee until and unless the price is fully paid.
xElisco Tool Manufacturing Corp. v. CA, 307 SCRA 731 (1999).127
Where a lease agreement over equipment is without an express option to purchase, but
nevertheless when a final demand is given prior to suit, the demand letter indicates clearly it
was within the option of the lessee to fully pay the balance of the unpaid rentals and would be
able to keep the equipment, then the real contract between the parties was a sale of movable
on installment disguised as a lease agreement. PCI Leasing and Finance, Inc. v. GiraffeX Creative Imaging, Inc., 527 SCRA 405 (2007).

4. I N C ASE OF I MMOVABLES:
a . Anticipatory Breach (Art. 1591) Legarda v. Saldaa, 55 SCRA 324 (1974).
b. Sales of Subdivision Lots and Condominium Units (Secs. 23 and 24, P.D. 957)
P.D.957 was issued in the wake of numerous reports that many real estate subdivision
owners, developers, operators and/or sellers have reneged on their representations and
obligations to provide and maintain properly subdivision roads, drainage, sewerage, water
systems, lighting systems and other basic requirements or the health and safety of home and
lot buyers. It was designed to stem the tide of fraudulent manipulations perpetrated by
unscrupulous subdivision and condominium sellers free from liens and encumbrances.
xCasa Filipinas Realty Corp. v. Office of the President, 241 SCRA 165 (1995).
Section 20 of P.D. 957 directs every owner and developer of real property to provide the
necessary facilities, improvements, infrastructure and other forms of development, failure to
carry out which is sufficient cause for the buyer to suspend payment, and any sums of money
already paid shall not be forfeited. xTamayo v. Huang, 480 SCRA 156 (2006).
In case the developer of a subdivision or condominium fails in its obligation under
Section 20, Section 23 gives the buyer:

the option to demand reimbursement of the total amount paid, or to wait for further
development of the subdivision, and when the buyer opts for the latter alternative, he may
suspend payment of the installments until such time that the owner or developer has fulfilled its
obligations. xTamayo v. Huang, 480 SCRA 156 (2006);

buyer required only to give due notice to the owner or developer of the buyers intention to
suspend payment. xZamora Realty and Dev. Corp. v. Office of the President, 506 SCRA 591
(2006);

Sec. 23 does not require that a notice be given first by the buyer to the seller before a demand

for refund can be made as the notice and demand can be made in the same letter or
communication. xCasa Filipinas Realty Corp v. Office of the President, 241 SCRA 165 (1995);
and

Option granted by law is with buyer and not the developer/seller. xRelucio v. Brillante-Garfin,
187 SCRA 405 (1990).

Buyer under P.D. 957 would include one who acquires for a valuable consideration a
condominium unit by way of assignment by the condominium project owner in payment of its
indebtedness for contractors fee. xAMA Computer College, Inc. v. Factora, 378 SCRA 121
(2002).

33
Buyers of condominium units would be justified in suspending payments, when the
developer-seller fails to give them a copy of the Contract to Sell despite repeated demands.
xGold Loop Properties, Inc. v. CA, 350 SCRA 371 (2001). However, when the Reservation
Agreement provides that the buyer shall be entitled to a Contract to Sell only upon its
payment of at least 30% of the total contract price, the non-happening yet of that condition
does not render the seller in default as to warrant the buyer the right to rescind the sale and
demand a refund. G.G. Sportwear Mfg. Corp. v. World Class Properties, Inc., 614 SCRA 75
(2010).
Nothing in P.D. 957 provides for the nullification of a contract to sell in the event the
seller, at the time the contract was entered into, did not possess a certificate of registration or
a license to sell, sale being a consensual contract. Co Chien v. Sta. Lucia Realty, 513 SCRA
570 (2007).128
The dissatisfaction of the buyer under a Contract of Sale as to the completion date of the
project does not itself constitute substantial breach as to authorize the buyer to rescind the
contract and ask for refund of the amounts paid to the seller. G.G. Sportwear Mfg. Corp. v.
World Class Properties, Inc., 614 SCRA 75 (2010).
Under P.D. No. 957, a buyer cause of action against the developer for failure to develop
ripens only when the developer fails to complete the project on the lapse of the completion
period stated on the sale contract or the developers Licenses to Sell. Any premature demand
prior to the indicated completion date would be premature. G.G. Sportwear Mfg. Corp. v.
World Class Properties, Inc., 614 SCRA 75 (2010).
The lack of Certificate of Registration or the License to Sell of the developer-seller merely
subjects the developer to administrative sanctions, but do not render the contracts to sell
entered into on the project null and void. G.G. Sportwear Mfg. Corp. v. World Class
Properties, Inc., 614 SCRA 75 (2010).
Since the lots are involved in litigation and there is a notice of lis pendens at the back of
the titles involved, the subdivision developer have to be given a reasonable period of time to
work on the adverse claims and deliver clean titles to the buyer, and should the former fail to
deliver clean titles at the end of the period, it ought to reimburse the buyers not only for the
purchase price of the subdivision lots sold to them but also the incremental value arising from
the appreciation of the lots. Cantemprate v. CRS Realty Dev. Corp., 587 SCRA 492 (2009).

5. MACEDA LAW : S ALES OF R ESIDENTIAL R EALTY ON I NSTALLMENTS (R.A. 6552).

The contract for the purchase of a piece of land on installment basis is not only lawful; it is
also of widespread usage or custom in our economic system. . . . If [buyer] eventually found the
interest stipulation in the contract financially disadvantageous to him, he cannot now turn to this
Court for succor without impairing the constitutional right to the obligation of contracts. This Court
will not relieve petitioner of the necessary consequences of his free and voluntary, and otherwise
lawful, act. Bortikey v. AFP Retirement and Separation Benefits System, 477 SCRA 511 (2005).
a. Role of Maceda Law Maceda Laws declared policy is to protect buyers of real estate on
installment basis against onerous and oppressive conditions, and seeks to address the acute
housing shortage problem in our country that has prompted thousands of middle and lower
class buyers of houses, lots and condominium units to enter into all sorts of contracts with
private housing developers involving installment schemes. Active Realty & Dev. Corp. Daroya,
382 SCRA 152 (2002).129
Maceda Law recognizes in conditional sales of all kinds of real estate sellers right to cancel
the contract upon non-payment of an installment by the buyer, which is simply an event that
prevents the obligation of the vendor to convey title from acquiring binding force. Pagtulunan v.
Dela Cruz Vda. De Manzano, 533 SCRA 242 (2008).130
b. Transactions Covered
The formal requirements of rescission under the Maceda Law apply even to contracts
entered into prior to its effectivity. xSiska Dev. Corp. v. Office of the President, 231 SCRA 674
(1994).131 BUT SEE xPeoples Industrial and Commercial Corp. v. CA, 281 SCRA 206 (1997).
Maceda Law finds no application to a contract to sell where the suspensive condition has
not been fulfilled, because said Law presuppose the existence of a valid and effective contract
to sell a condominium. [?] xMortel v. KASSCO, Inc., 348 SCRA 391, 398 (2000).132
Maceda Law makes no distinctions between option and sale which under P.D. 957 also
includes an exchange or attempt to sell, an option of sale or purchase, a solicitation of a sale
or an offer to sell directly, and the all-embracing definition virtually includes all transactions
128

Cantemplate v. CRS Realty Dev. Corp., 587 SCRA 492 (2009).

34
concerning land and housing acquisition, including reservation agreements. xRealty Exchange
Venture Corp. v. Sendino, 233 SCRA 665 (1994).
Maceda Law has no application to protect the developer or one who succeeds the
developer. xLagandaon v. Court of Appeals, 290 SCRA 463 (1998).
The sale of large tracts of land (69,028 square meters) do not constitute residential real
estate within the contemplation of the Maceda Law. xGarcia v. Court of Appeals, 619 SCRA
280 (2010).
c. How to Determine Years of Installments: Jestra Dev. and Management Corp. v.
Pacifico, 513 SCRA 413 (2007).
d. How Cancellation of Contract Can Be Effected The cancellation of the contract under
the Maceda Law must follow the following steps:
First, the seller should extend the buyer a grace period of at least sixty (60) days from the
due date of the installments.
Second, at the end of the grace period, the seller shall furnish the buyer with a notarial
notice of cancellation or demand for rescission, effective thirty (30) days from the buyers
receipt thereof; a mere notice or letter, short of a notarial act, would not suffice.
McLaughlin v. CA, 144 SCRA 693 (1986).133
Third, for contracts covering more than two years of payments, there must be return to the
buyer of the cash surrender value. xVilldara, Jr. v. Zabala, 545 SCRA 325 (2008).134
The additional formality of a demand on [the sellers] part for rescission by notarial act
would appear, in the premises, to be merely circuitous and consequently superfluous since the
seller therein filed an action for annulment of contract, which is a kindred concept of
rescission by notarial act. xLayug v. IAC, 167 SCRA 627 (1988).
A decision rendered in an ejectment case operated as the required notice of cancellation
under the Maceda Law; but as the buyer was not given the cash surrender value of the
payments she made, there was still no actual cancellation of the contract. xLeao v. Court of
Appeals, 369 SCRA 36 (2001).
A formal letter demand upon buyer to vacate the premises is not the same as the notice of
cancellation or demand for rescission by a notarial act required by R.A. No. 6552. Evidently,
the case of unlawful detainer filed by petitioner does not exempt him from complying with the
said requirement. xPagtulunan v. Dela Cruz Vda. De Manzano, 533 SCRA 242 (2008).
Where the buyers under a contract to sell offers to pay the last installment a year and a
half after the stipulated date, that was beyond the sixty-day grace period under Section 4 of the
Maceda Law. The buyers cannot use the second sentence of Section 4 of the Maceda Law
against the sellers alleged failure to give an effective notice of cancellation or demand for
rescission because the sellers merely sent the notice to the address supplied by the buyers in
the Contract to Sell. Garcia v. Court of Appeals, 619 SCRA 280 (2010).

6. R ESCISSION ON S ALES OF N ON-R ESIDENTIAL I MMOVABLES ON

I NSTALLMENTS (Arts. 1191 and 1592)
Articles 1191 and 1592 on rescission cannot apply to a contract to sell since there can be no
rescission of an obligation that is still non-existent, the suspensive condition not having happened.
xValarao v. CA, 304 SCRA 155 (1999).135
Article 1592 allows the buyer of an immovable to pay as long as no demand for rescission has
been made; and the consignation of the balance of the purchase price before the trial court
operates as full payment. xProvince of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
Automatic rescission clauses are not valid nor can be given legal effect under Articles 1191
and 1592 . xIringan v. Court of Appeals, 366 SCRA 41 (2001).136 Indeed, rescission requires under
the law a positive act of choice on the party of the non-defaulting party. xOlympia Housing v.
Panasiatic Travel Corp., 395 SCRA 298 (2003).
Vendor cannot recover ownership of the thing sold until and unless the contract itself is
resolved and set aside; a party who fails to invoke judicially or by notarial act the resolution of a
contract of sale would be prevented from blocking the consummation of the same in light of the
precept that mere failure to fulfill the contract does not operate ipso facto as rescission. Platinum
Plans Phil., Inc. v. Cucueco, 488 SCRA 156 (2006).
133
Luzon Brokerage v. Maritime Bldg., 86 SCRA 305 (1978); Luzon Brokerage v. Maritime Bldg., 43 SCRA 93 (1972); Fabrigas v. San
Francisco del Monte, 475 SCRA 247 (2005).
134
Active Realty & Dev. Corp. v. Daroya, 382 SCRA 152 (2002); Olympia Housing v. Panasiatic Travel Corp., 395 SCRA 298 (2003); Jestra
Dev. and Management Corp. v. Pacifico, 513 SCRA 413 (2007).

35
B. ON PART OF BUYER
1. In case of Movables (Arts. 1598-1599)
2. In case of Immovables (Arts. 1191; Secs. 23 and 24, P.D. 957)
3. Suspension of Payment (Art. 1590)
The pendency of suit over the subject matter of the sale justifies the buyer in suspending
payment of the balance of the purchase price by reason of aforesaid vindicatory action filed
against it. The assurance made by the seller that the buyer did not have to worry about the case
because it was pure and simple harassment is not the kind of guaranty contemplated under Article
1590 wherein the buyer is bound to make payment if the seller should give a security for the return
of the price. xAdelfa Properties, Inc. v. Court of Appeals, 240 SCRA 565 (1995).

XI.

REMEDY OF RESCISSION IN SALES CONTRACTS

COVERING IMMOVABLES: CONTRACT OF SALE versus
CONTRACT TO SELL

A. NATURE OF REM EDY OF RESCISSION (RESOLUTION)

(Arts. 1191, 1479,

1592)
1. Distinguishing from Other Remedy of Rescission (Universal Food Corp. v. CA, 33 SCRA
22 [1970]137. But see contra Suria v. IAC, 151 SCRA 661 [1987]).
While Art. 1191 uses the term rescission, the original term which was used in the old Civil
Code was resolution. Resolution is a principal action which is based on breach of a party,
while rescission under Art. 1383 is a subsidiary action limited to cases of rescission for lesion
under Art. 1381. xOng v. Court of Appeals, 310 SCRA 1 (1999).138
2. Basis of Remedy of Rescission (Resolution)
Rescission under Art. 1191 is predicated on a breach of faith by the other party who violates
the reciprocity between them, and the breach contemplated is the obligors failure to comply with
an existing obligation. When the obligee may seek rescission and, in the absence of any just
cause for the court to determine the period of compliance, the court shall decree the rescission.
xVelarde v. Court of Appeals, 361 SCRA 56 (2001).139
To rescind is to declare a contract void at its inception and to put an end to it as though it
never was. It is not merely to terminate it and release the parties from further obligations to each
other, but to abrogate it from the beginning and restore the parties to their relative positions as if
no contract has been made. xVelarde v. Court of Appeals, 361 SCRA 56 (2001).140
When a party asks for the resolution or cancellation of a contract it is implied that he
recognizes it existence a non-existent contract cannot be cancelled. xPan Pacific Industrial
Sales Co., Inc. v. Court of Appeals, 482 SCRA 164 (2006).
Non-payment of the purchase price is a resolutory condition for which the remedy is either
rescission or specific performance under Article 1191. This is true for reciprocal obligations
where the obligation is a resolutory condition of the other. On the other hand, the buyer is
entitled to retain the purchase price or a part thereof if the seller fails to perform any essential
obligation of the contract. Such right is premised on the general principles of reciprocal
obligation. xGil v. Court of Appeals, 411 SCRA 18 (2003).141
Consignation by the buyer of the purchase price of the property, there having been no
previous receipt of a notarial demand for rescission, is sufficient to defeat the right of the seller
to demand for a rescission of the deed of absolute sale. xGil v. Court of Appeals, 411 SCRA 18
(2003).
Creditors do not have such material interest as to allow them to sue for rescission of a sale
theirs is only a personal right to receive payment for the loan, not a real right over the property
subject of the deed of sale. xAdorable v. CA, 319 SCRA 200 (1999).
Action for Rescission Not Similar to An Action for Reconveyance In the sale of real
property, the seller is not precluded from going to the court to demand judicial rescission in lieu
of a notarial act of rescission. But such action is different from an action for reconveyance of
possession on the thesis of a prior rescission of the contract covering the property. The effects
that flow from an affirmative judgment in either case would be materially dissimilar in various
137
Reiterated in Congregation of the Religious of the Virgin Mary v. Orola, 553 SCRA 578 (2008); Heirs of Antonio F. Bernabe v. Court of
Appeals, 559 SCRA 53 (2008); Congregation of the Religious of the Virgin Mary v. Orola, 553 SCRA 578 (2008).

36
respects: judicial resolution of a contract gives rise to mutual restitution which is not necessarily
the situation that arise in an action for reconveyance. In an action for rescission, unlike in an
action for reconveyance predicated on an extrajudicial rescission (rescission by notarial act), the
court, instead of decreeing rescission, may authorize for a just cause the fixing of a period.
xOlympia Housing v. Panasiatic Travel Corp., 395 SCRA 298 (2003).
3. Power to Rescind Generally Judicial in Nature
A seller cannot unilaterally and extrajudicially rescind a contract of sale where there is no
express stipulation authorizing it. Unilateral rescission will not be judicially favored or allowed if
the breach is not substantial and fundamental to the fulfillment of the obligation. xBenito v.
Saquitan-Ruiz, 394 SCRA 250 (2002).142
Nonetheless, the law does not prohibit the parties from entering into agreement that
violation of the terms of the contract would cause cancellation thereof, even without court
intervention. xFroilan v. Pan Oriental Shipping Co., 12 SCRA 276 (1964).143
4. Mutual Restitution and Forfeiture (Art. 1385)
When sale is annulled, parties are governed by Art. 1398 whereunder they shall restore to
each other the things which have been the subject matter of the contract, with their fruits, and
price with interest. xInes v. Court of Appeals, 247 SCRA 312 (1995).144
The sellers right in a contract to sell with reserved title to extrajudicially cancel the sale
upon failure of the buyer to pay the stipulated installments and retain the sums and installments
already received has long been recognized by the well-established doctrine of 39 years
standing. xPangilinan v. CA, 279 SCRA 590 (1997).145
Pursuant to Art. 1188, in a contract to sell, even if the buyers did not mistakenly make
partial payments, inasmuch as the suspensive condition was not fulfilled, it is only fair and just
that the buyers be allowed to recover what they had paid in expectancy that the condition would
happen; otherwise, there would be unjust enrichment on the part of the seller. xBuot v. Court of
Appeals, 357 SCRA 846 (2001).

B. DISTINCTIONS BETW EEN CONTRACT OF SALE AND CONTRACT TO SELL

1. C ONTRACT OF S ALE versus C ONTRACT TO S ELL (Art. 1458) Adelfa Properties, Inc. v.
CA, 240 SCRA 575 (1995).146
In a contract of sale, title to the property passes to buyer upon the delivery of the thing sold; in a
contract to sell, ownership is, by agreement, reserved in the seller and is not to pass to buyer until
full payment of purchase price. Otherwise stated, in a contract of sale, seller loses ownership over
the property and cannot recover it until and unless the contract is resolved or rescinded, whereas in
a contract to sell, title is retained by the seller until full payment of the price. In the latter contract,
payment of the price is a positive suspensive condition, failure of which is not a breach but an event
that prevents the obligation of the vendor to convey title from becoming effective. xCastillo v.
Reyes, 539 SCRA 193 (2007).147
a. Rationale of Contracts to Sell
A contract to sell is commonly entered into so as to protect the seller against a buyer who
intends to buy the property in installments by withholding ownership over the property until the
buyer effects full payment therefor. It cannot be inferred in a situation where both parties
understood the price to be paid in cash. xCity of Cebu v. Heirs of Candido Rubi, 306 SCRA 408
(1999).148
b. Is a Contract to Sell a Sale under Article 1458?
A contract to sell as a bilateral contract whereby the prospective seller, while expressly
reserving the ownership of the subject property despite delivery thereof to the prospective buyer,
binds himself to sell the said property exclusively to the prospective buyer upon fulfillment of the

142

Ocejo, Perez & Co. v. International Banking Corp. 37 Phil. 631 (1918); Republic v. Hospital de San Juan de Dios, 84 Phil. 820 (1949);
De la Rama Steamship Co. v. Tan, G.R. No. 8784, May 21, 1956; 99 Phil. 1034 (unrep.) (1956); Heirs of Jesus M. Mascuana v. Court of
Appeals, 461 SCRA 186 (2005).
143
Luzon Brokerage Co., Inc. v. Maritime Building Co., Inc., 43 SCRA 95 (1972); Luzon Brokerage v. Maritime Bldg., 86 SCRA 305 (1978).
144
Velarde v. Court of Appeals, 361 SCRA 56 (2001); Orden v. Aurea, 562 SCRA 660 (2008).
145
The Manila Racing Club v. The Manila Jockey Club, 69 Phil. 55 (1939).
146
Sta. Lucia Realty & Dev., Inc. V. Uyecio, 562 SCRA 226 (2008); Ver Reyes v. Salvador, Sr., 564 SCRA 456 (2008).
147
Lim v. CA, 182 SCRA 564 (1990); Buot v. CA, 357 SCRA 846 (2001); Abesamis v. CA, 361 SCRA 328 (2001); Tuazon v. Garilao, 362
SCRA 654 (2001); Leao v. CA, 369 SCRA 36 (2001); Universal Robina Sugar Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002);

37
condition agreed upon, that is, full payment of the purchase price. Coronel v. CA, 263 SCRA
15, 27 (1996).149 BUT SEE: PNB v. CA, 262 SCRA 464 (1996).
To be sure, a contract of sale may either be absolute or conditional. One form of conditional
sales is what is now popularly termed as a Contract to Sell, where ownership or title is retained
until the fulfillment of a positive suspensive condition normally the payment of the purchase price
in the manner agreed upon. For a contract, like a contract to sell, involves a meeting of minds
between two persons whereby one binds himself, with respect to the other, to give something or
to render some service. xGomez v. Court of Appeals, 340 SCRA 720, 728 (2000).150
A contract to sell is akin to a conditional sale, in which the efficacy or obligatory force of the
vendors obligation to transfer title is subordinated to the happening of a future and uncertain
event, so that if the suspensive condition does not take place, the parties would stand as if the
conditional obligation never existed. Orden v. Aurea, 562 SCRA 660 (2008).151
c. Importance of Locating the Condition to Pay Price in Full
In a contract of sale, the non-payment of the price is a resolutory condition which
extinguishes the transaction that, for a time existed, and discharges the obligations created
thereunder. xBlas v. Angeles-Hutalla, 439 SCRA 273 (2004).152 Whereas, in a contract to sell, the
payment of the purchase price is a positive suspensive condition. The vendors obligation to
convey the title does not become effective in case of failure to pay. xBuot v. Court of Appeals,
357 SCRA 846 (2001).153
When the obligation of buyer to pay the full amount of the purchase price was made subject
to the condition that the seller first delivery the clean title over the parcel bough within twenty (20)
months from the signing of the contract, such condition is imposed merely on the performance of
the obligation, as distinguished from a condition imposed on the perfection of the contract. The
non-happening of the condition merely granted the buyer the right to rescind the contract or even
to waive it and enforce performance on the part of the seller, all in consonance with Art. 1545 of
Civil Code which provides that Where the obligation of either party to a contract of sale is subject
to any condition which is not performed, such party may refuse to proceed with the contract or he
may waive performance of the condition. Babasa v. Court of Appeals, 290 SCRA 532
(1998).
The remedy of rescission under Article 1191 of the Civil Code cannot apply to mere contracts
to sellin a contract to sell, the payment of the purchase price is a positive suspensive condition,
and failure to pay the price agreed upon is not a mere breach, casual or serious, but a situation
that prevents the obligation of the vendor to convey title from acquiring an obligatory force. Tan v.
Benolirao, 604 SCRA 36 (2009).154
d. Necessary Stipulations in a Contract to Sell:
A contract is one of sale, absent any stipulation therein (a) reserving title over the property to
the vendee until full payment of the purchase price,155 and (b) giving the vendor the right to
unilaterally rescind the contract in case of non-payment.156 Valdez v. Court of Appeals, 439
SCRA 55 (2004); De Leon v. Ong, 611 SCRA 381 (2010);157 BUT SEE: Dignos v. Court
of Appeals, 158 SCRA 375 (1988).
It was enough for the Court to characterize the Deed of Condition Sale as a contract to sell
alone by the reservation of ownership. Heirs of Antonio F. Bernabe v. Court of Appeals, 559
SCRA 53 (2008).
The reservation of title may not be found in express provision of the contract, but may also be
determined from proven acts of the parties. xSalazar v. CA, 258 SCRA 325 (1996).
The absence of a formal deed of conveyance [or a stipulation to execute the deed of sale
only full payment of the purchase price] is a strong indication that the parties did not intend
immediate transfer of ownership, but only a transfer after full payment of the purchase price,158
and the seller retained possession of the certificate of tile and all other documents relative to the
sale until there was full payment of the purchase price. xChua v. Court of Appeals, 401 SCRA 54
(2003).

149
Platinum Plans Phil., Inc. v. Cucueco, 488 SCRA 156 (2006); Valenzuela v. Kalayaan Dev. and Industrial Corp., 590 SCRA 380
(2009);Tan v. Benolirao, 604 SCRA 36 (2009);
150
Demafelis v. Court of Appeals, 538 SCRA 305 (2007).
151
De Leon v. De Leon, 593 SCRA 768 (2009).
152
Valenzuela v. Kalayann Development and Industrial Corp., 590 SCRA 380 (2009); Traders Royal Bank v. Cuison Lumber Co., Inc., 588
SCRA 690 (2009).
153
Heirs of Spouses Sandejas v. Lina, 351 SCRA 183 (2001); Zamora Realty and Dev. Corp v. Office of the President, 506 SCRA 591
(2006).
154
Traders Royal Bank v. Cuison Lumber Co., Inc., 588 SCRA 690 (2009); Nabus v. Pacson, 605 SCRA 334 (2009).
155
Topacio v. CA, 211 SCRA 219 (1992); Laforteza v. Machuca, 333 SCRA 643 (2000); Almira v. Court of Appeals, 399 SCRA351 (2003).
156
Roque v. Lapuz, 96 SCRA 741 (1980); Angeles v. Calanz, 135 SCRA 323 (1985);Alfonso v. CA, 186 SCRA 400 (1990)

38
An agreement in which ownership is reserved in the vendor and is not to pass to the vendee
until full payment of the purchase price is known as a contract to sell. The absence of full
payment suspends the vendors obligation to convey title, even if the sale has already been
registered. Registration does not vest, but merely serves as evidence of, title to a particular
property. Our land registration laws do not give title holders any better ownership than what they
actually had prior to registration. xPortic v. Cristobal, 456 SCRA 577 (2005).159
e. Issue of Substantial Breach (Arts. 1191 and 1234)
The concept of substantial breach is irrelevant to a contract of sale. xLuzon Brokerage Co.,
Inc. v. Maritime Building Co., Inc., 43 SCRA 93 (1972).160
In a contract to sell real property on installments, the full payment of the purchase price is a
positive condition, the failure of which is not considered a breach, casual or serious, but simply an
event that prevented the obligation of the vendor to convey title from acquiring any obligatory
force. The transfer of ownership and title would occur after full payment of the price. xLeao v.
CA, 369 SCRA 36 (2001).161
2. Minimum Requirement for Cancellation of Contract to Sell
The act of a party in treating a contract as cancelled should be made known to the other party
because this act is subject to scrutiny and review of the courts in case the alleged defaulter bring the
matter for judicial determination. University of the Philippines v. De los Angeles, 35 SCRA 103
(1970); Palay Inc. v. Clave, 124 SCRA 638 (1983).162
The act of the seller in notifying the buyer of his intention to sell the properties to other interested
persons if the latter failed to pay the balance of the purchase price is sufficient notice for the
cancellation or resolution of their contract to sell. Orden v. Aurea, 562 SCRA 660 (2008).
A contract to sell imposes reciprocal obligations and so cannot be terminated unilaterally by either
party. Judicial rescission is required under Article 1191. However, this rule is not absolute. We have
held that in proper cases, a party may take it upon itself to consider the contract rescinded and act
accordingly albeit subject to judicial confirmation, which may or may not be given. Lim v. Court of
Appeals, 182 SCRA 564 (1990). BUT SEE: In a contract to sell, upon failure of buyer to comply
with its obligation, there was no need to judicially rescind the contract to sell. Failure by one of the
parties to abide by the conditions in a contract to sell resulted in the rescission of the contract. AFP
Mutual Benefit Assn., Inc. v. CA, 364 SCRA 768 (2001).163
A grace period is a right, not an obligation of the debtor, and when unconditionally conferred, the
grace period is effective without further need of demand either calling for the payment of the
obligation or for honoring the right. xBricktown Dev. Corp. v. Amor Tierra Dev.., 239 SCRA 126
(1995).
The act of the seller in notifying the buyer of his intention to sell the properties to other interest
persons if the latter failed to pay the balance of the purchase price is sufficient notice for the
cancellation or resolution of their contract to sell. Orden v. Aurea, 562 SCRA 660 (2008).
3. Equity Resolutions on Contracts to Sell
Although buyer clearly defaulted in his installment payments in a contract to sell covering two
parcels of land, the Supreme Court nevertheless awarded ownership over one of the two (2) lots
jointly purchased by the buyer, on the basis that the total amount of installments paid, although not
enough to cover the purchase price of the two lots were enough to cover fully the purchase price of
one lot, ruling there was substantial performance insofar as one of the lots concerned as to prevent
rescission thereto. xLegarda Hermanos v. Saldaa, 55 SCRA 3246 (1974).
Where buyer had religiously been paying monthly installments for 8 years, but even after default
he was willing and had offered to pay all the arrears, the Court granted additional period of 60 days
from receipt of judgment for buyer to make all installments payments in arrears plus interests,
although demand for rescission had already been made. xJ.M. Tuazon Co., Inc. v. Javier, 31 SCRA
829 (1970).

XII. CONDITIONS AND WARRANTIES

1. Conditions (Art. 1545)
Failure to comply with condition imposed upon perfection of the contract results in failure of a
contract, while the failure to comply with a condition imposed on the performance of an obligation

159

Antonio F. Bernabe v. Court of Appeals, 559 SCRA 53 (2008); Bank of P.I. v. SMP, Inc., 609 SCRA 134 (2009).

39
only gives the other party the option either to refuse to proceed with sale or waive the condition.
Laforteza v. Machuca, 333 SCRA 643 (2000).164
In a Sale with Assumption of Mortgage, the assumption of mortgage is a condition to the
sellers consent so that without approval by the mortgagee, no sale is perfected. In such case, the
seller remains the owner and mortgagor of the property and retains the right to redeem the
foreclosed property. xRamos v. CA, 279 SCRA 118 (1997).165 But such condition is deemed
fulfilled when the seller takes any action to prevent its happening. De Leon v. Ong, 611 SCRA 381
(2010).
There has arisen here a confusion in the concepts of validity and the efficacy of a contract.
Under Art. 1318 of Civil Code, the essential requisites of a contract are: consent of the contracting
parties; object certain which is the subject matter of the contract and cause of the obligation which
is established. Absent one of the above, no contract can arise. Conversely, where all are present,
the result is a valid contract. However, some parties introduce various kinds of restrictions or
modalities, the lack of which will not, however, affect the validity of the contract. Thus, a provision
this Contract of Sale of rights, interests and participations shall become effective only upon the
approval by the Honorable Court, in the event of non-approval by the courts, affect only the
effectivity and not the validity of the contract of sale. Heirs of Pedro Escanlar v. Court of
Appeals, 281 SCRA 176 (1997).
The phrase as is, where is in sale pertains solely to the physical condition of the thing sold,
not to its legal situation. Assets Privatization Trust v. T.J. Enterprises, 587 SCRA 481 (2009).
The vendor is bound to transfer the ownership of and deliver, as well as warrant the thing
which is the object of the sale. Assets Privatization Trust v. T.J. Enterprises, 587 SCRA 481
(2009).
2. Conditions versus W arranties. Power Commercial and Industrial Corp. v. Court of
Appeals, 274 SCRA 597 (1997).
3. Express W arranties (Art. 1546)
A warranty is a statement or representation made by the seller of goods, contemporaneously
and as part of the contract of sale, having reference to the character, quality or title of the goods,
and by which he promises or undertakes to insure that certain facts are or shall be as he then
represents them Ang v. Court of Appeals, 567 SCRA 53 (2008).
A warranty is an affirmation of fact or any promise made by a vendor in relation to the thing sold.
The decisive test is whether the vendor assumes to assert a fact of which the vendee is ignorant.
xGoodyear Philippines, Inc. v. Sy, 474 SCRA 427 (2005).
The principle of caveat emptor only requires the purchaser to exercise care and attention
ordinarily exercised by prudent men in like business affairs, and only applies to defects which are
open and patent to the service of one exercising such care. It can only be applied where it is shown
or conceded that the parties to the contract stand on equal footing and have equal knowledge or
equal means of knowledge and there is no relation of trust or confidence between them. It does not
apply to a representation that amounts to a warranty by the seller and the situation requires the
buyer to rely upon such promise or affirmation. Guinhawa v. People, 468 SCRA 278 (2005).166
The law allows considerable latitude to sellers statements, or dealers talk; and experience
teaches that it is exceedingly risky to accept it at its face value. Assertions concerning the property
which is the subject of a contract of sale, or in regard to its qualities and characteristics, are the
usual and ordinary means used by sellers to obtain a high price and are always understood as
affording to buyers no ground for omitting to make inquiries. A man who relies upon such an
affirmation made by a person whose interest might so readily prompt him to exaggerate the value of
his property does so as his peril, and must take the consequences of his own imprudence. xSongco
v. Sellner, 37 Phil. 254 (1917).
Breach of an express warranty makes the seller liable for damages. The following requisites
must be established in order that there be an express warranty in sale: (1) the express warranty
must be an affirmation of fact or any promise by the seller relating to the subject matter of the sale;
(2) the natural tendency of such affirmation or promise is to induce the buyer to purchase the thing;
and (3) the buyer purchases the thing relying on such affirmation or promise thereon. xCarrascoso,
Jr. v. CA, 477 SCRA 666 (2005).
4. Implied W arranties (Art. 1547)
a. Seller Has Right to Sell
b. Warranty Against Eviction (Arts. 1548-1560)

40
Seller must be summoned in the suit for eviction at the instance of the buyer (Art. 1558), and
be made a co-defendant (Art. 1559); or made a third-party defendant. Escaler v. CA, 138 SCRA 1
(1985).167
No Warranty Against Eviction When Execution Sale In voluntary sales, vendor can be
expected to defend his title because of his warranty to the vendees but no such obligation is
owed by the owner whose land is sold at execution sale. xSantiago Land Dev. Corp. v. CA, 276
SCRA 674 (1997). BUT SEE: Art. 1552.
The seller, in declaring that he owned and had clean title to the vehicle, gave an implied
warranty of title, and in pledging that he will defend the same from all claims or any claim
whatsoever [and] will save the vendee from any suit by the government of the Republic of the
Philippines, he gave a warranty against eviction, and the prescriptive period to file a breach
thereof is six months after the delivery of the vehicle. Ang v. Court of Appeals, 567 SCRA
53 (2008).
c. Warranty Against Non-Apparent Servitudes (Arts. 1560)
d. Warranty Against Hidden Defects (Arts. 1561-1580)
The stipulation in a lease with option to purchase (treated as a sale of movable on
installments) that the buyer-lessee absolutely releases the lessor from any liability whatsoever as
to any and all matters in relation to warranty in accordance with the provisions hereinafter
stipulated, was held as an express waiver of warranty against hidden defect in favor of the sellerlessor which absolved the [seller-lessor] from any liability arising from any defect or deficiency of
the machinery they bought. xFilinvest Credit Corp. v. Court of Appeals, 178 SCRA 188 (1989).
A hidden defect is one which is unknown or could not have been known to the buyer. Under
the law, the requisites to recover on account of hidden defects are as follows: (a) The defect must
be hidden; (b) The defect must exist at the time the sale was made; (c) The defect must ordinarily
have been excluded from the contract; (d) The defect, must be important (render the thing unfit or
considerably decreases fitness); (e) The action must be instituted within the statute of limitations.
168
Nutrimix Feeds Corp. v. Court of Appeals, 441 SCRA 357 (2004).
Sellers agent can by agreement be liable for the warranty against hidden defects. xSchmid
and Oberly, Inc. v. RJL Martinez, 166 SCRA 493 (1988).
e. Warranty as to Fitness or Quality of Goods
In order to enforce the implied warranty that the goods are reasonably fit and suitable to be
used for the purpose which both parties contemplated, the following must be established: (a) that
the buyer sustained injury because of the product; (b) that the injury occurred because the
product was defective or unreasonably unsafe; and finally (c) the defect existed when the product
left the hands of the petitioner. Nutrimix Feeds Corp. v. Court of Appeals, 441 SCRA 357
(2004).
A manufacturer or seller of a product cannot be held liable for any damage allegedly caused
by the product in the absence of any proof that the product in question is defective, which was
present upon the delivery or manufacture of the product; or when the product left the sellers or
manufacturers control; or when the product was sold to the purchaser; or the product must have
reached the user or consumer without substantial change in the condition it was sold. Nutrimix
Feeds Corp. v. Court of Appeals, 441 SCRA 357 (2004).
f.

Sale of Goods by Sample

There is a sale by sample when a small quantity is exhibited by the seller as a fair specimen
of the bulk, which is not present and there is no opportunity to inspect or examine the same. To
constitute a sale by sample, it must appear that the parties treated the sample as the standard of
quality and that they contracted with reference to the sample with the understanding that the
product to be delivered would correspondent with the sample. In a contract of sale by sample,
there is an implied warranty that the goods shall be free from any defect which is not apparent on
reasonable examination of the sample and which would render the goods unmerchantable.
xMendoza v. David, 441 SCRA 172 (2004).
g. Additional W arranties for Consumer Products (Arts. 68, Consumer Act, R.A.
7394).
5. Effects and Prescription of Warranties
A breach in the warranties of the seller entitles the buyer to a proportionate reduction of the
purchase price. PNB v. Mega Prime Realty and Holding Corp., 567 SCRA 633 (2008).
The prescriptive period for instituting actions based on a breach of express warranty is that

41
contract, which is four years, while for actions based on breach of implied warranty, the prescriptive
period is six months from the date of the delivery of the thing sold. Ang v. Court of Appeals, 567
SCRA 53 (2008).
6. Effects of W aivers
The phrase as is, where is basis pertains solely to the physical condition of the thing sold, not
to its legal situation. In the case at bar, the US tax liabilities constitute a potential lien which applies
to the subjects matters legal situation, not to its physical aspect. Thus, the buyer has no obligation
to shoulder the same. xNDC v. Madrigal Wan Hui Lines Corp., 412 SCRA 375 (2003).
7. Buyers Options in Case of Breach of W arranty (Art. 1599)
The remedy against violation of warranty against hidden defects is either to withdraw from the
contract (accion redhibitoria) or to demand a proportionate reduction of the price (accion quanti
minoris), with damages in either case. Nutrimix Feeds Corp. v. Court of Appeals, 441 SCRA
357 (2004).

XIII.

EXTINGUISHMENT OF SALE

A. I N G ENERAL (Arts. 1231 and 1600)

B. C ONVENTIONAL R EDEMPTION
1. Definition (Art. 1601)
Right to repurchase must be constituted as part of a valid sale at perfection. xVillarica v. CA,
26 SCRA 189 (1968).169
An agreement to repurchase becomes a promise to sell when made after the sale because
when the sale is made without such agreement the purchases acquires the things sold absolutely;
and, if he afterwards grants the vendor the right to repurchase, it is a new contract entered into by
the purchases as absolute owner. Roberts v. Papio, 515 SCRA 346 (2007).170
In sales denominated as pacto de retro, the price agreed upon should not generally be
considered as the just value of the thing sold, absent other corroborative evidencethere is no
requirement in sales that the price be equal to the exact value of the thing subject matter of the
sale. xDorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
Sales with rights of repurchase, as defined by the Civil Code, are not favored. We will not
construe instruments to be sales with a right to repurchase, with the stringent and onerous effects
which follow, unless the terms of the document and the surrounding circumstances require it.
Whenever, under the terms of the writing, any other construction can fairly and reasonably be
made, such construction will be adopted and the contract will be construed as a mere loan unless
the court can see that, if enforced according to its terms, it is not an unconscionable one. Bautista
v. Unangst, 557 SCRA 256 (2008). [citing Ramos v. Court of Appeals 180 SCRA 635 (1989),
which in turn cites Padilla v. Linsangan, 19 Phil. 65 (1911) and Aquino v. Deala, 63 Phil. 582
(1936).
2. Redemption Period
The period to repurchase is not suspended merely because there is a divergence of opinion
between the parties as to the precise meaning of the phrase providing for the condition upon which
the right to repurchase is triggered. The existence of seller a retros right to repurchase the proper
is not dependent upon the prior final interpretation by the court of the said phrase. Misterio v.
Cebu State College of Science and Technology, 461 SCRA 122 (2005).
3. Situation Prior to Redemption
In a sale a retro, buyer has a right to the immediate possession of the property sold, unless
otherwise agreed upon, since title and ownership of the property sold are immediately vested in
the buyer a retro, subject only to the resolutory condition of repurchase by the seller a retro within
the stipulated period. xVda. de Rigonan v. Derecho, 463 SCRA 627 (2005).171
4. W ho Can Redeem (Arts. 1611 to 1614)
5. How Redemption Effected (Art. 1616)
In order to exercise the right to redeem, only tender of payment is sufficient xLegaspi v. CA,
142 SCRA 82 1986); consignation is not required after tender is refused xMariano v. CA, 222
SCRA 736 (1993).

42
But when tender not possible, consignation should be made xCatangcatang v. Legayada, 84
SCRA 51 (1978).
Well-settled is the rule that a formal offer to redeem must be accompanied by a valid tender of
the redemption price and the filing of a judicial action, plus the consignation of the redemption price
within the period of redemption, is equivalent to a formal offer to redeem. xVillegas v. Court of
Appeals, 499 SCRA 276 (2006).
A formal offer to redeem, accompanied by a bona fide tender of redemption price, is not
essential where the right to redeem is exercised through a judicial action within the redemption
period and simultaneously depositing the redemption price. xLee Chuy Realty Corp. v. CA, 250
SCRA 596 (1995).
6. Redemption Price (Art. 1616)
A stipulation in a sale a retro requiring as part of the redemption price interest for the cost of
money, is not in contravention with Art. 1616, since the provision is not restrictive nor exclusive,
and does not bar additional amounts that the parties may agree upon, since the article itself
provides and other stipulations which may have been agreed upon. xSolid Homes v. Court of
Appeals, 275 SCRA 267 (1997).
7. Fruits (Art. 1617)
Article 1617 on the disposition of fruits of property redeemed applies only when the parties
failed to provide a sharing arrangement thereof; otherwise, the parties contractual stipulations
prevail. xAlmeda v. Daluro, 79 SCRA 327 (1977).
Article 448 of the Civil Code on the rights of a builder in good faith is inapplicable in cases
involving contracts of sale with right of repurchaseit is inapplicable when the owner of the land is
the builder, sower, or planter. Where the true owner himself is the builder of the works on his own
land, the issue of good faith or bad faith is entirely irrelevant. The right to repurchase may be
exercised only by the vendor in whom the right is recognized by contract or by any person to whom
the right may have been transferred. In a sale with right of repurchase, the applicable provisions
are Articles 1606 and 1616 of the Civil Code, and not Article 448. Narvaez v. Alciso, 594 SCRA 60
(2009).
8. Effect When No Redemption Made: Consolidation (Art. 1607)
Article 1607 abolished automatic consolidation of ownership in the vendee a retro upon
expiration of the redemption period by requiring the vendee to institute an action for consolidation
where the vendor a retro may be duly heard. If the vendee succeeds in proving that the transaction
was indeed a pacto de retro, the vendor is still given a period of thirty days from the finality of the
judgment within which to repurchase the property. xSolid Homes v. Court of Appeals, 275 SCRA
267 (1997).
Once the vendor fails to redeem the property within the stipulated period, irrevocable title shall
be vested in the vendee by operation of law. xVda. de Rigonan v. Derecho, 463 SCRA 627 (2005).
Under a sale a retro, the failure of the buyer to consolidate his title under Art. 1607 does not
impair such title and ownership because the method prescribed thereunder is merely for the
purpose of registering and consolidating titles to the property. In fact, the failure on the part of a
seller a retro to exercise the redemption right within the period agreed upon or provided for by law,
vests upon the buyer a retro absolute title and ownership over the property sold by operation of
law. Consequently, after the effect of consolidation, the mortgage or re-sale by the seller a retro of
the same property would not transfer title and ownership to the mortgagee or buyer, as the case
may be, under the Latin maxim NEMO DAT QUOD NON HABET. xCadungog v. Yap, 469 SCRA
561 (2005).
9. E QUITABLE M ORTGAGE (Arts. 1602-1604)
This kind of arrangement, where the ownership of the land is supposedly transferred to the
buyer who provides for the funds to redeem the property from the bank but nonetheless allows the
seller to later on buy back the properties, is in the nature of an equitable mortgage governed by
Articles 1602 and 1604 of the Civil Code. Bacungan v. Court of Appeals, 574 SCRA 642 (2008).
If the terms of the pacto de retro sale were unfavorable to the vendor, courts have no business
extricating her from that bad bargaincourts are not guardians of persons who are legally
competent. Dorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
The law on equitable mortgage favors the least transmission of rights and interest over a
property in controversy, since the law seeks to prevent circumvention of the law on usury and the
prohibition against pactum commissorium provisions. Additionally, it is aimed to end unjust or
oppressive transactions or violations in connection with a sale or property. The wisdom of these

43
average intelligence invariably finding themselves in no position whatsoever to bargain fairly with
their creditors. xSpouses Misea v. Rongavilla, 303 SCRA 749 (1999).172
Besides, it is a fact that in time of grave financial distress which render persons hard-pressed
to meet even their basic needs or answer an emergency, such persons would have no choice but
to sign a deed of absolute sale of property or a sale thereof with pacto de retro if only to obtain a
much-needed loan from unscrupulous money lenders. xMatanguihan v. Court of Appeals, 275
SCRA 380 (1997).173
An equitable mortgage is defined as one which although lacking in some formality or form or
words, or other requisites demanded by a statute, nevertheless reveals the intention of the parties
to charge real property as security for a debt, and contains nothing impossible or contrary to law.
xRaymundo v. Bandong, 526 SCRA 514 (2007).174
The provisions of the Civil Code governing equitable mortgage disguised as sale contracts are
primarily designed to curtail the evils brought about by contracts of sale with right to repurchase,
particularly the circumvention of the usury law and pactum commissorium. Heirs of Jose Reyes, Jr.
v. Reyes, 626 SCRA 758 (2010).
The essential requisites of an equitable mortgage are: (a) The parties entered into a contract
denominated as a contract of sale; and (b) Their intention was to secure an existing debt by way of
a mortgage. xMolina v. Court of Appeals, 398 SCRA 97 (2003).175
The decisive factor in evaluating whether an agreement is an equitable mortgage is the
intention of the parties, as shown not necessarily by the terminology used in the contract but by all
the surrounding circumstances, such as the relative situation of the parties at that time, the
attitude, acts, conduct, declarations of the parties, the negotiations between them leading to the
deed, and generally, all pertinent facts having a tendency to fix and determine the real nature of
their design and understanding. Necessitous men are not always free, in that to answer a pressing
emergency, they will submit to any term that the crafty may impose on them. Banga v. Bello, 471
SCRA 653 (2005).176
That is why parol evidence is competent and admissible in support of the allegations that an
instrument in writing, purporting on its face to transfer the absolute title to property, or to transfer
the title with a right to repurchase under specified conditions reserved to the seller, was in truth
and in fact given merely as security for the repayment of a loan. xMariano v. Court of Appeals, 220
SCRA 716 (1993).177
a. Badges of Equitable Mortgage (Art. 1602 178)
A contract of sale actually intended to secure the payment of an obligation is presumed an
equitable mortgage. xRomulo v. Layug, Jr., 501 SCRA262 (2006).179
The presence of only one circumstance defined in Art. 1602 is sufficient for a contract of sale a
retro to be presumed an equitable mortgage. xHilado v. Medalla 377 SCRA 257 (2002).180
The presumption in Article 1602 jibes with the rule that the law favors the least transmission of
property rights. xEnriquez, Sr. v. Heirs of Spouses Nieves and Alfredo Baldonado, 498 SCRA 365
(2006); but it is not conclusive, for it may be rebutted by competent and satisfactory proof to the
contrary. xSantiago v. Dizon, 543 SCRA 402 (2008).
The provisions of Article 1602 on the presumption of equitable mortgage applies also to a
contract purporting to be an absolute sale. xTuazon v. CA, 341 SCRA 707 (2000).181
A contract purporting to be an absolute sale is presumed to be an equitable mortgage: (a)
when the price of the sale is unusually inadequate;182 (b) when the vendor remains in possession

172

Lao v. Court of Appeals, 275 SCRA 237 (1997).

Salonga v. Concepcion, 470 SCRA 291 (2005).
Ceballos v. Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004); Alvaro v. Ternida, 479 SCRA 288 (2006); Cirelos v.
Hernandez, 490 SCRA 624 (2006); Lumayag v. Heirs of Jacinto Nemeo, 526 SCRA 51 (2007); Olivares v. Sarmiento, 554 SCRA 384
(2008); Tio v. Abayata, 556 SCRA 175 (2008); Deheza-Inamarga v. Alano, 574 SCRA 651 (2008); Rockville Excel International Exim Corp.
v. Culla, 602 SCRA 124 (2009); Kings Properties Corp. v. Galido, 606 SCRA 137 (2009).
175
Matanguihan v. CA, 275 SCRA 380 (1997); Martinez v. CA, 358 SCRA 38 (2001); Hilado v. Heirs of Rafael Medlla, 37 SCRA 257
(2002); Ceballos v. Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004); San Pedro v. Lee, 430 SCRA 338 (2005); Go v.
Bacaron, 472 SCRA 229 (2005), citing VILLANUEVA, CESAR L. PHILIPPINE LAW ON SALES, (1998 ed.), p. 271; Romulo v. Layug, Jr., 501
SCRA262 (2006); Roberts v. Papio, 515 SCRA 346 (2007); Raymundo v. Bandong, 526 SCRA 514 (2007); Dorado Vda. De Delfin v. Dellota,
542 SCRA 397 (2008); Muoz, Jr. V. Ramirez, 629 SCRA 38 (2010).
176
Austria v. Gonzales, Jr., 420 SCRA 414 (2004); Raymundo v. Bandong, 526 SCRA 514 (2007).
177
Lim v. Calaguas, 45 O.G. No. 8, p. 3394 (1948); Cuyugan v. Santos, 34 Phil. 100 (1916); Matanguihan v. CA, 275 SCRA 380 (1997);
Hilado v. Heirs of Rafael Medlla, 37 SCRA 257 (2002); Madrigal v. Court of Appeals, 456 SCRA 659 (2005); Legaspi v. Ong, 459 SCRA 122
(2005); Banga v. Bello, 471 SCRA 653 (2005); Dio v. Jardines, 481 SCRA 226 (2006); Ayson, Jr. V. Paragas, 557 SCRA 50 (2008).
178
Lim v. Calaguas, 45 O.G. No. 8, p. 3394 (1948); Balatero v. IAC, 154 SCRA 530 (1987); Mariano v. CA, 220 SCRA 716 (1993); Lobres
v. CA, 351 SCRA 716 (2001).
179
Ayson, Jr. V. Paragas, 557 SCRA 50 (2008); Bautista v. Unangst, 557 SCRA 256 (2008).
180
Claravall v. CA, 190 SCRA 439, 448 (1990); Uy v. CA, 230 SCRA 664 (1994); Lobres v. CA, 351 SCRA 716 (2001); Alvaro v. Ternida,
173
174

44
as lessee or otherwise;183 (c) when after the expiration of the right of repurchase, it is extended by
the buyer. xHilado v. Heirs of Rafael Medalla, 37 SCRA 257 (2002);184 (d) when the purported
seller continues to collect rentals from the lessees of the property sold. Ramos v. Dizon, 498
SCRA 17 (2006); (e) when the purported seller was in desperate financial situation when he
executed the purported sale. Bautista v. Unangst, 557 SCRA 256 (2008); or under threat of being
sued criminally. Ayson, Jr. V. Paragas, 557 SCRA 50 (2008).
Inadequacy of purchase price is considered so far short of the real value of the property as
to startle a correct mind. xSantiago v. Dizon, 543 SCRA 402 (2008); or that the mind revolts at it
as such that a reasonable man would neither directly or indirectly be likely to consent to it. xVda
de Alvarez v. CA, 231 SCRA 309 (1994); it must be grossly inadequate or shocking to the
conscience. Tio v. Abayata, 556 SCRA 175 (2008).
To presume a contract is an equitable mortgaged based on gross inadequacy of price, it must
be clearly shown from the evidence presented that the consideration was in fact grossly
inadequate at the time the sale was executed. Mere inadequacy of price is not sufficient to create
the presumption. xOlivares v. Sarmiento, 554 SCRA 384 (2008).185
Mere tolerated possession is not enough to prove that the transaction was an equitable
mortgage. xRedondo v. Jimenez, 536 SCRA 639 (2007).
Payment of real estate taxes is a usual burden attached to ownership, and when such
payment is coupled with continuous possession of the property, it constitutes evidence of great
weight that a person under whose name the realty taxes were declared has a valid and right claim
over the land. xGo v. Bacaron, 472 SCRA 229 (2005).186
However mere allegations without proof to support inadequacy of price, or when continued
possession by the seller is supported by a valid arrangement consistent with the sale, would not
support the allegation of equitable mortgage. xCirelos v. Hernandez, 490 SCRA 624 (2006).187
Although under the agreement the seller shall remain in possession of the property for only
one year, such stipulation does not detract from the fact that possession of the property, an
indicium of ownership, was retained by the alleged vendor to qualify the arrangement as an
equitable mortgage, especially when it was shown that the vendor retained part of the purchase
price. xLegaspi v. Ong, 459 SCRA 122 (2005).188
Under Article 1602, delay in transferring title is not one of the instances enumerated by law
instances in which an equitable mortgage can be presumed. Nor does the fact that the original
transaction on the land was to support a loan, which when it was not paid on due date was
negotiated into a sale, without evidence that the subsequent deed of sale does not express the
true intentions of the parties, give rise to a presumption of equitable mortgage. xCeballos v.
Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004).
The fact that the price in a pacto de retro sale is not the true value of the property does not
justify the conclusion that the contract is one of equitable mortgage; in fact a pacto de retro sale,
the practice is to fix a relatively reduced price to afford the seller a retro every facility to redeem the
property . xIgnacio v. CA, 246 SCRA 242 (1995).189
Article 1602 being remedial in nature, may be applied retroactively in cases prior to the
effectivity of the Civil Code. xOlea v. CA, 247 SCRA 274 (1995).
b. Remedies Allowed for Equitable Mortgage (Arts. 1454, 1602, 1605)
In the case of an equitable mortgage, although Art. 1605 which allows for the remedy of
reformation, nothing therein precludes an aggrieved party from pursuing other remedies to
effectively protect his interest and recover his property, such as an action for declaration of nullity
of the deed of sale and specific performance. xTolentino v. Court of Appeals, 386 SCRA 36 (2002).
In an equitable mortgage situation, the consolidation of ownership in the person of the
mortgagee in equity upon failure of the mortgagor in equity to pay the obligation, would amount to
a pactum commissorium. The only proper remedy is to cause the foreclosure of the mortgage in
equity. xBriones-Vasquez v. Court of Appeals, 450 SCRA 644 (2005); or to determine if the
principal obligation secured by the equitable mortgage has been paid or settled. xBanga v. Bello,
471 SCRA 653 (2005).
c. Pactum Commissorium (Art. 2088)
A stipulation which is a pactum commisorium enables the mortgagee to acquire ownership of
the mortgaged properties without need of any foreclosure proceedingsit is a nullity being

183
Romulo v. Layug, Jr., 501 SCRA262 (2006); Ayson, Jr. V. Paragas, 557 SCRA 50 (2008); Bautista v. Unangst, 557 SCRA 256 (2008);
Rockville Excell International Exim Corp. v. Culla, 602 SCRA 124 (2009).
184
Cruz v. Court of Appeals, 412 SCRA 614 (2003).

45
contrary to the provisions of Article 2088 of the Civil Code. xLumayag v. Heirs of Jacinto Nemeo,
526 SCRA 315 (2007).190
The elements of pactum commissorium, which enable the mortgagee to acquire ownership of
the mortgaged property without the need of any foreclosure proceedings, are: (1) there should be a
property mortgaged by way of security for the payment of the principal obligation, and (2) there
should be a stipulation for automatic appropriation by the creditor of the thing mortgaged in case of
non-payment of the principal obligation within the stipulated period. Ong v. Roban Lending Corp.,
557 SCRA 516 (2008).
It does not apply when the security for a debt is also money in the form of time deposit.
xConsing v. CA, 177 SCRA 14 (1989).
The provision in a MOA/Dacion en Pago with a Right to Repurchase that in the event the
borrower fails to comply with the new terms of restructuring the loan, the agreement shall
automatically operate to be an instrument of dacion en pago without need of executing any new
document does not constitute pactum commissorium. Solid Homes, Inc. v. Court of Appeals,
275 SCRA 267 (1997); the questioned contracts were freely and voluntarily executed by
petitioners and respondent is of no moment, pactum commissorium being void for being prohibited
by law. Ong v. Roban Lending Corp., 557 SCRA 516 (2008).
BUT SEE: The stipulation in the promissory note providing that upon failure of the makers to
pay interests, ownership of the property would automatically be transferred to the payee, and the
covering deed of sale would be registered is in substance a pactum commissorium in violation of
Art. 2088, and consequently, the resultant sale is void and the registration and obtaining of new
title in the name of the buyer would have be declared void also. A. Francisco Realty v. Court of
Appeals, 298 SCRA 349 (1998).191
e. Final Chance to Redeem in Mistaken Equitable Mortgage (Art. 1606)
The 30 day period under Art. 1606 does not apply if the courts should find the sale to be
absolute. Pangilinan v. Ramos, 181 SCRA 359 (1990).192
Sellers in a sale judicially declared as pacto de retro may not exercise the right to repurchase
within the 30-day period provided under Art. 1606, although they have taken the position that the
same was an equitable mortgage, if it is shown that there was no honest belief thereof since: (a)
none of the circumstances under Art. 1602 were shown to exist to warrant a conclusion that the
transaction was an equitable mortgage; and (b) that if they truly believed the sale to be an
equitable mortgage, as a sign of good faith, they should have consigned with the trial court the
amount representing their alleged loan, on or before the expiration of the right to repurchase.
Abilla v. Gobonseng, 374 SCRA 51 (2002).193
An equitable mortgage is a voidable contract. It may be annulled within four (4) years from the
time the cause of action accrues. Ayson, Jr. v. Paragas, 557 SCRA 50 (2008). [CLV:
Thereafter, it may be enforced against the provision on pactum commissorium?]
C. LEGAL REDEMPTION
1. Definition (Art. 1619)
Legal redemption is in the nature of a privilege created by law partly for reasons of public
policy and partly for the benefit and convenience of the redemptioner, to afford him a way out of
what might be a disagreeable or [an] inconvenient association into which he has been thrust. It is
intended to minimize co-ownership. xFernandez v. Tarun, 391 SCRA 653 (2002).194
2. Legal Redemption Rights under the Civil Code
a. Among Co-Heirs (Art. 1088)
Redemption right pertain to disposition of right to inherit, and not when there is a sale of a
particular property of the estate. xPlan v. IAC, 135 SCRA 270 (1985).
When the heirs have partitioned the estate among themselves and each have occupied and
treated definite portions thereof as their own, co-ownership has ceased even though the property
is still under one title, and the sale by one of the heirs of his definite portion cannot trigger the
right of redemption in favor of the other heirs. xVda. De Ape v. Court of Appeals, 456 SCRA 193
(2005).
The heirs who actually participated in the execution of the extrajudicial settlement, which
included the sale to a third person of their pro indiviso shares in the property, are bound by the
same; while the co-heirs who did not participate are given the right to redeem their shares
pursuant to Article 1088. xCua v. Vargas, 506 SCRA 374 (2006).
190

Guerrero v. Yigo, 96 Phil. 37 (1954); Montevirgin v. CA, 112 SCRA 641 (1982); Vda. de Zulueta v. Octaviano, 121 SCRA 314 (1983);

46
b. Among Co-Owners (Art. 1620)
The right of redemption may be exercised by a co-owner only when part of the community
property is sold to a stranger, now when sold to another co-owner because a new participant is
not added to the co-ownership. xFernandez v. Tarun, 391 SCRA 653 (2002).
When the seller a retro dies, the right to redeem cannot be exercised by a co-heir alone,
since the right to redeem belonged in common to all the heirs. xDe Guzman v. Court of Appeals,
148 SCRA 75 (1987).
For the right of redemption to be exercised, co-ownership must exist at the time of the
conveyance is made by a co-owner and the redemption is demanded by the other co-owner or
co-owners. xAvila v. Barabat, 485 SCRA 8 (2006).
Redemption by co-owner redounds to the benefit of all other co-owners. xMariano v. Court of
Appeals, 222 SCRA 736 (1993); and the 30-day period for the commencement of the right to
exercise the legal redemption right, even when such right has been recognized to exist in a final
and executory court decision, does not begin from the entry of judgment, but from the written
notice served by the seller to the party entitled to exercise such redemption right. Guillen v. Court
of Appeals, 589 SCRA 399 (2009).
The requisites for the exercise of legal redemption are as follows: (1) there must be coownership; (2) one of the co-owners sold his right to a stranger; (3) the sale was made before the
partition of the co-owned property; (4) the right of redemption must be exercised by one or more
co-owners within a period of thirty days to be counted from the time he or they were notified in
writing by the co-owner vendor; and (5) the vendee must be reimbursed the price of the sale.
Calma v. Santos, 590 SCRA 359 (2009).
c. Distinguishing Between Right of Redemption of Co-heirs and Co-owners
Article 1620 includes the doctrine that a redemption by a co-owner of the property owned in
common, even when he uses his own fund, within the period prescribed by law inures to the
benefit of all the other co-owners. xAnnie Tan v. Court of Appeals, 172 SCRA 660 (1989).195
d. Among Adjoining Owners (Arts. 1621 and 1622)
Requisite to show property previously bought on speculation dropped. xLegaspi v. CA, 69
SCRA 360 (1976).
Right of redemption covers only resale and does not cover exchanges or barter of
properties xDe Santos v. City of Manila, 45 SCRA 409 (1972); and cannot arise unless both
adjacent lands are rural lands. xPrimary Structures Corp. v. Valencia, 409 SCRA 371 (2003).
When there is no issue that when the adjoining lands involved are both rural lands, then the
right of redemption can be exercised and the only exemption provided is when the buyer can
show that he did not own any other rural land. But the burden of proof to provide for the exception
lies with the buyer. xPrimary Structures Corp. v. Valencia, 409 SCRA 371, 374 (2003).
e. Sale of Credit in Litigation (Art. 1634) 30 days from notice of demand to pay.
2. When Period of Legal Redemption Begins (Art. 1623)
Both the letter and the spirit of the law argue against any attempt to widen the scope of the
notice specified in the Civil Code to include any other kind of notice, such as verbal or by
registration. Marinao v. Court of Appeals, 222 SCRA 736 (1993).196
The 30-day period for the commencement of the right to exercise the legal redemption right,
even when such right has been recognized to exist in a final and executory court decision, does not
begin from the entry of judgment, but from the written notice served by the seller to the party entitled
to exercise such redemption right. Guillen v. Court of Appeals, 589 SCRA 399 (2009).
The interpretation of Art. 1623 where there is a need for notice in writing, should always tilt in
favor of the redemptioner and against the buyer, since the purpose is to reduce the number of
participants until the community is terminated, being a hindrance to the development and better
administration of the property. It is a one-way street, in favor of the redemptioner since he can
compel the buyer to sell to him but he cannot be compelled by the vendee to buy. xHermoso v.
Court of Appeals, 300 SCRA 516 (1998).
The 30-day period does not begin to run in the absence of written notification coming from the
seller. xCua v. Vargas, 506 SCRA 374 (2006);197 and it must be a written notice of a perfected sale.
xSpouses Doromal v. Court of Appeals, 66 SCRA 575 (1975).
The written notice of sale is mandatory, notwithstanding actual knowledge of a co-owner, in
order to remove all uncertainties about the sale, its terms and conditions, as well as its efficacy and
status. xVerdad v. Court of Appeals, 256 SCRA 593 (1996)..

47
Notice to minors may validly be served upon parents even when the latter have not been
judicially appointed as guardians since the same is beneficial to the children. xBadillo v. Ferrer, 152
SCRA 407 (1987).
Neither the registration of the sale xCabrera v. Villanueva, 160 SCRA 627 (1988), nor the
annotation of an adverse claim xVda. De Ape v. Court of Appeals, 456 SCRA 193 (2005), nor notice
being given by the city treasurer xVerdad v. Court of Appeals, 256 SCRA 593 (1996), comply with
the written notice required under Art. 1623 to begin the tolling of the 30-day period of redemption.
The notice required under Article 1623 is deemed to have been complied with when the other
co-owner has signed the Deed of Extrajudicial Partition and Exchange of Shares which embodies
the disposition of part of the property owned in common. xFernandez v. Tarun, 391 SCRA 653
(2002).
The existence of a clause in the deed of sale to the effect that the vendor has complied with the
provisions of Article 1623, cannot be taken to being the written affirmation under oath, as well as
the evidence, that the required written notice to petitioner under Article 1623 has been meet, for the
person entitled to the right is not a party to the deed of sale. xPrimary Structures Corp. v. Valencia,
409 SCRA 371 (2003).
Francisco v. Boiser, 332 SCRA 305 (2000), summarized the case-law on Art. 1623, and
with definitiveness declared:
For the 30-day redemption period to begin to run, notice must be given by the seller; and that notice
given by the buyer or even by the Register of Deeds is not sufficient. This expressly affirms the original
ruling in Butte v. Manuel Uy and Sons, Inc., 4 SCRA 526 (1962), as affirmed in xSalatandol v. Retes,
162 SCRA 568 (1988). This expressly overruled the ruling in xEtcuban v. CA, 148 SCRA 507 (1987),
which allowed the giving of notice by the buyer to be effective under Article 1623;
When notice is given by the proper party (i.e., the seller), no particular form of written notice is
prescribed under Article 1623, so that the furnishing of the copies of the deeds of sale to the co-owner
would be sufficient, as held previously in xDistrito v. CA, 197 SCRA 606 (1991); Conejero v. CA, 16
SCRA 775 (1966); xBadillo v. Ferrer, 152 SCRA 407 (1987), but only on the form of giving notice but
not on the ruling of who is the proper party to give notice;

Affirmed ruling in xAlonzo v. IAC, 150 SCRA 259 (1987), that the filing of the suit for ejectment or

collection of rentals against a co-owner actually dispenses with the need for a written notice, and must
be construed as commencing the running of the period to exercise the right of redemption, since the
filing of the suit amounted to actual knowledge of the sale from which the 30-day period of redemption
commences to run.

a. Rare Exceptions:
When the sale to the buyer was effected through the co-owner who acted as the broker, and
never indicated that he would exercise his right to redeem. xDistrito v. CA, 197 SCRA 606 (1991).
When the buyers took possession of the property immediately after the execution of the deed
of sale in their favor and lived in the midst of the other co-owners who never questioned the
same. xPilapil v. CA, 250 SCRA 560 (1995).
4. O THER L EGAL R EDEMPTION R IGHTS
a. Redemption in Patents (Sec. 119, C.A. 141)
Right to repurchase is granted by law and need not be provided for in the deed of sale. xBerin
v. Court of Appeals, 194 SCRA 508 (1991).
Under the free patent or homestead provisions of the Public Land Act a period of five (5)
years from the date of conveyance is provided, to be reckoned from the date of the sale and
not from the date of registration in the office of the Register of Deeds. xLee Chuy Realty Corp.
v. CA, 250 SCRA 596 (1995).198
b. Redemption in Tax Sales (Sec. 215, NIRC of 1997)
c.

Redemption by Judgment Debtor (Secs. 27-28, Rule 39, Rules of Civil

Procedure)
Written notice must be given to the judgment debtor before the sale of the property on
execution, to give him the opportunity to prevent the sale by paying the judgment debt sought to be
enforced and the costs which have been incurred. xTorres v. Cabling, 275 SCRA 329 (1997).
Where there is a third-party claim, sheriff should demand from the judgment creditor who
becomes the highest bidder, payment in cash of his bid instead of merely crediting the amount to
the partial satisfaction of the judgment debt. xTorres v. Cabling, 275 SCRA 329 (1997).
Under Sec. 28, Rule 39 of the 1997 Rules of Civil Procedure, the period of redemption shall be

48
period is now to be understood as composed of 365 days, unlike the 360 days under the old
provisions of the Rules of Court. xYsmael v. CA, 318 SCRA 215 (1999).
d. Redemption in Extrajudicial Foreclosure (Sec. 6, Act 3135)
The redemption of extra-judicially foreclosed properties is exercised within one (1) year from
the date of the auction sale as provided for in Act 3135. xLee Chuy Realty Corp. v. CA, 250 SCRA
596 (1995).
The execution of a dacion en pago by sellers effectively waives the redemption period normally
given a mortgagor. xFirst Global Realty and Dev. Corp. v. San Agustin, 377 SCRA 341 (2002).
e. Redemption in judicial foreclosure of mortgage (Sec. 47, R.A. 8791)
A stipulation to render the right to redeem defeasible by an option to buy on the part of the
creditor. Soriano v. Bautista, 6 SCRA 946 (1962).
No right to redeem from a judicial foreclosure sale, except those granted by banks or banking
institutions. xGSIS v. CFI, 175 SCRA 19 (1989).
The one-year redemption period in the case of foreclosure is not interrupted by the filing of an
action assailing the validity of the mortgage, so that at the expiration thereof, the mortgagee who
acquires the property at the foreclosure sale can proceed to have title consolidated in his name
and a writ of possession issued in his favor. xUnion Bank v. CAs, 359 SCRA 480 (2001).199
After bank has foreclosed the property as highest bidder in the auction sale, the accepted offer
of spouses-borrowers to repurchase the property was actually a new option contract, and the
condition that the spouses-borrowers will pay monthly interest during the one-year option period is
considered to be the separate consideration to hold the option contract valid. xDijamco v. Court of
Appeals, 440 SCRA 190 (2004).
f. Redemption in Foreclosure by Rural Banks (R.A. No. 720)
If the land is mortgaged to a rural bank, mortgagor may redeem within two (2) years from the
date of foreclosure or from the registration of the sheriff's certificate of sale at such foreclosure if
the property is not covered or is covered, respectively, by Torrens title. If the mortgagor fails to
exercise such right, he or his heirs may still repurchase within five (5) years from expiration of the
two (2) year redemption period pursuant to Sec. 119 of the Public Land Act (C.A. 141). xRural
Bank of Davao City v. CA, 217 SCRA 554 (1993).200
g. Legal Right to Redeem under Agrarian Reform Code
Under Section 12 of R.A. 3844, as amended, in the event that the landholding is sold to a third
person without the knowledge of the agricultural lessee, the latter is granted by law the right to
redeem it within 180 days from notice in writing and at a reasonable price and consideration.
xQuio v. CA, 291 SCRA 249 (1998).201

XIV.

ASSIGNMENT (Arts. 1624-1635)

1. Definition and Nature of Assignment

Assignment is the process of transferring the right of assignor to assignee who would then
have the right to proceed against the debtor. The assignment may be done gratuitously or
onerously, in the latter case, the assignment has an effect similar to that of a sale. xLicaros v.
Gatmaitan, 362 SCRA 548 (2001).202
In its most general and comprehensive sense, an assignment is a transfer or making over to
another of the whole of any property, real or personal, in possession or in action, or of any estate
or right therein. It includes transfers of all kinds of property, and is peculiarly applicable to
intangible personal property and, accordingly, it is ordinarily employed to describe the transfer of
non-negotiable choses in action and of rights in or connected with property as distinguished from
the particular item or property. xPNB v. Court of Appeals, 272 SCRA 291 (1997).
2. Perfection by Mere Consent (Art. 1624)
3. But Must Be in Public Instrument to Affect Third Parties (Art. 1625)
4. Effects of Assignment
a. Assignment of Credit
An assignment of credit is an agreement by virtue of which the owner of a credit, known as the
assignor, by a legal cause, such as sale, dacion en pago, exchange or donation, and without the

49
consent of the debtor, transfers his credit and accessory rights to another, known as the assignee,
who acquires the power to enforce it to the same extent as the assignor could enforce it against
the debtor. xAquintey v. Tibong, 511 SCRA 414 (2006).203
As a consequence, the third party steps into the shoes of the original creditor as subrogee of
the latter. Although constituting a novation, such assignment does not extinguish the obligation
under the credit assigned, even when the assignment is effected without his consent. xSouth City
Homes, Inc. V. BA Finance Corp., 371 SCRA 603 (2001).
b. Issues re Debtor (Art. 1626)
In an assignment of credit, the consent of the debtor is not essential for its perfection, his
knowledge thereof or lack of it affecting only the efficaciousness or inefficaciousness of any
payment he might make. xProject Builders, Inc. v. Court of Appeals, 358 SCRA 626 (2001).
Consent of debtor is not necessary in order that assignment may fully produce legal effects,
and the duty to pay does not depend on the consent of the debtor. Otherwise, all creditors would
be prevented from assigning their credits because of the possibility of the debtors refusal to given
consent. What the law requires in an assignment of credit is mere notice to debtor, and the
purpose of the notice is only to inform the debtor that from the date of the assignment, payment
should be made to the assignee and not to the original creditor. xNIDC v. De los Angeles, 40
SCRA 489 (1971).204
c. Accessories and Accessions (Art. 1627)
Assignment of a credit includes all the accessory rights, such as guaranty, mortgage, pledge or
preference. xUnited Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals, 527 SCRA
336 (2007).
d. Tradition in Assignment
Notarization converts a private document Assignment of Credit into a public document, thus
complying with the mandate of Article 1625 of the Civil Code and making it enforceable even as
against third persons. xLedonio v. Capitol Dev. Corp., 526 SCRA 379 (2007).
5. Warranties of Assignor (Art. 1628)
Assignor warrants only the existence or legality of the credit but not the solvency of the debtor.
Nyco Sales Corp. v. BA Finance, 200 SCRA 637 (1991).
E XCEPTIONS : (a) If this is expressly warranted.
(b) If insolvency is known by the assignor prior to assignment.
(c) If insolvency is prior to assignment is common knowledge.
When dacion en pago takes the form of an assignment of credit, it produces the effects of a
dation in payment, which may extinguishes the obligation; however, by virtue of the warranty in Art.
1628, which makes the vendor liable for the existence and legality of the credit at the time of sale,
when it is shown that the assigned credit no longer existed at the time of dation, then it behooves
the assignor to make good its warranty and pay the obligation. xLo v. KJS Eco-Formwork System
Phil., Inc., 413 SCRA 182 (2003).
6. Right of Repurchase on Assignment of Credit under Litigation (Arts. 1634
and1635)
7. Subrogation versus Assignment of Credit (Art.1301)
Subrogation extinguishes the obligation and gives rise to a new one; assignment refers to the
same right which passes from one person to another. The nullity of an old obligation may be cured
by subrogation, such that a new obligation will be perfectly valid; but the nullity of an obligation is not
remedied by the assignment of the creditors right to another. In an assignment of credit, the
consent of the debtor is not necessary in order that the assignment may fully produce legal effects;
whereas, conventional subrogation requires an agreement among the three parties concerned
original creditor, debtor, and new creditor. It is a new contractual relation based on the mutual
agreement among all the necessary parties. Licaros v. Gatmaitan, 362 SCRA 548 (2001).205
8. Assignment of Copyright (Sec. 180, Intellectual Property Code)
9. Assignment as an Equitable Mortgage
When an assignor executes a Deed of Assignment covering her leasehold rights in order to
secure the payment of promissory notes covering the loan she obtained from the bank, such
assignment is equivalent to an equitable mortgage, and the non-payment of the loan cannot
authorize the assignee to register the assigned leasehold rights in its name as it would be a violation

50
of Art. 2088 against pactum commissorium. The proper remedy of the assignee is to proceed to
foreclose on the leasehold right assigned as security for the loan. xDBP v. Court of Appeals, 284
SCRA 14 (1998).

BULK SALES LAW

XV.

(A CT N O . 3952)

1. Scope (Chin v. Uy, 40 O.G. 4 Supp. 52)

The Bulk Sales Law must be construed strictly. Thus, the disposal by the owner of a foundry
shop of all his iron bars and others does not fall under the law, because the contents of a foundry
shop are not wares and merchandise. The Law only covers sales in bulk of fixtures and equipment
used in the mercantile business, which involves the buying and selling of merchandise. xPeople v.
Wong, [CA] 50 O.G. 4867 (1954).
The Law applies to merchants who are in the business of selling goods and wares and similar
merchandise, and cannot cover the sale of assets by a manufacturer since the nature of his
business does not partake of merchandise. DBP v. The Honorable Judge of the RTC of Manila,
86 O.G. No. 6 1137 (05 February 1990).
2. Coverage of Bulk Sale Sale, transfer, mortgage or assignment of:
(a) Goods, wares, merchandise, provisions or material other than in the ordinary course
of business;
(b) All, or substantially all of all or substantially all of the fixtures and equipment used in
and about the business.
(c) All, or substantially all of the business or trade theretofore conducted by the vendor,
mortgagor, transferor, or assignor;
3. Compliance Requirements Under the Law
a. The merchant must give the buyer a certified schedule of his debts: names of creditors,
amounts owing to each and the nature of the debt.
b. Purchase price paid must be applied to these debts.
c. Ten (10) days before the sale, the seller must take an inventory of his stock and advise all his
creditors of the same.
E XCEPTION : When the seller obtains a written waiver from all creditors.
4. Effects of Non-Compliance
a. If purchase money or mortgage proceeds are not applied pro-rata to payment of the bona fide
claims of the creditors, the sale is deemed fraudulent and void. (Sec. 4)
b. Non-giving of the list of creditors or intentional omission of the names of some of the creditors,
and placing of wrong data required by law, would subject the seller or mortgagor to penal
sanctions. (Sec. 4)
c. Bulk transfer without consideration or for nominal consideration punishable. (Sec. 7)
d. Failure to comply with other provisions of the law the non-application of the consideration
proportionately to the creditors, the preparation of the inventory, and the notification to
creditors, are also made punishable. (Sec. 11)
A sale in bulk done without complying with the terms of the Law, makes the transaction
fraudulent and void, but does not change the basic relationship between the seller,
assignor/encumbrancer and his creditor. The portion of a judgment providing for subsidiary liability
is invalid, since the proper remedy of the creditor is to collect on the credit against the defendant,
and if they cannot pay to attach on the property fraudulently mortgage since the same still pertain to
the debtors-defendants. xPeople v. Mapoy, 73 Phil. 678 (1942).

XVI.

RETAIL TRADE LIBERALIZATION ACT

OF 2000
AND RELATED PROVISIONS OF THE ANTI-DUMMY
LAW
1. Public Policy under RTLA 2000: A reversal of paradigm; focus from the protecting the
retailers to promoting the interests of consumers.
The control and regulation of trade in the interest of the public welfare is of course an

51
2. Scope and Definition of Retail Trade
a. Importance of Retaile Trade (King v. Hernaez, 4 SCRA 792 [1960])
b. Elements: (1) Seller habitually engaged in selling;
(2) Selling direct to the general public; and
(3)

Object of the sale is limited to merchandise, commodities or goods

for consumption.

c. Meaning of Habitually Selling

Engaging in the sale of merchandise as an incident to the primary purpose of a corporation
[e.g., operation of a pharmacy by a hospital; sale of cellphones by a telecommunication company]
does not constitute retail trade within the purview of the Retail Trade Nationalization Law, as this
is taken from the provision thereof excluding form the term retail business the operation of a
restaurant by a hotel-owner or -keeper since the same does not constitute the act of habitually
selling direct to the general public merchandise, commodities or goods for consumption. SEC
Opinion No. 11, series of 2002, 13 November 2002.
d. Meaning of Consumption (DOJ Opinion No. 325, series of 1945; IRR of Law).
The Law limits its application to the sale of items sold for domestic or household, or properly
called consumer goods; whereas, when the same items are sold to commercial users, they would
constitute non-consumer goods and not covered by the Law. Balmaceda v. Union Carbide
Philippines, Inc. 124 SCRA 893 (1983).206
e. Meaning of General Public (DOJ Opinion No. 253, series of 1954).
Even when the same of consumer goods is limited only to the officers of the company, the
same would still constitute retail trade covered by the Law. Goodyear Tire v. Reyes, Sr., 123
SCRA 273 (1983).
Where the glass company manufactures glass products only on specific orders, it does not
sell directly to consumers but manufacturers its products only for the particular clients, it cannot
be said that it is a merchandiser. DBP v. Honorable Judge of the RTC of Manila, 86 O.G.
No. 6 1137 (05 February 1990).
3. Categories of Retail Trade Enterprises
a. Category A Exclusive to Filipino citizens and 100% Filipino entities
b. Categories B and C
c. Category D Luxury Items
d. Exempted Areas
e. Rights Granted to Former Natural-Born Filipinos
4. Foreign Investment or Engage in Retail Trade in the Philippines
a. Requirements for Foreign Investors
b. Grandfather Rule on 100% Filipino Ownership of Corporate Entity: SEC
Opinions, dated 20 March 1972 and 22 April 1983; DTI Opinion to Tanada,
Teehankee & Carreon Law Office, dated 3 August 1959.
c. Public Offerings of Shares of Stock
5. Foreign Retailers in the Philippines
a. Pre-qualification requirements
b. Rules on Branches/Stores
c. Promotion of Locally-Manufactured Products
d. Prohibited Activities of Foreign Retailers
e. Binding Effect of License to Engage in Retail on Private Parties
When a license to engage in cocktail lounge and restaurant is issued to a Filipino citizen, it is
conclusive evidence of the latter's ownership of the retail business as far as private parties are
concerned. xDando v. Fraser, 227 SCRA 126 (1993).

52
6. Penalty Provisions
7. Applicability of the Anti-Dummy Act (Comm. Act. 108, as amended by P.D. 715)
a. Law penalizes Filipinos who permit aliens to use them as nominees or dummies to enjoy
privileges reserved for Filipinos or Filipino corporations. Criminal sanctions are imposed on
the president, manager, board member or persons in charge of the violating entity and
causing the latter to forfeit its privileges, rights and franchises.
b. Section 2-A of the Law prohibits aliens from intervening in the management, operation,
administration or control of nationalized business, whether as officers, employees or laborers,
with or without remuneration. Aliens may not take part in technical aspects, provided no
Filipino can do such technical work, and with express authority from the President of the
Philippines.
c. Later, Pres. Decree 715 was enacted amending the law by the addition of a proviso expressly
allowing the election of aliens as members of the boards of directors or the governing bodies
of corporations or associations engaged in partially nationalized activities in proportion to
their allowable participation or share in the capital of such entities.
The amendment was meant to settle the uncertainty created in the obiter opinion in
Luzon Stevedoring Corp. v. Anti-Dummy Board, 46 SCRA 474 (1972), which rejected the
argument of a public utility corporation that had no-American aliens in its employ, that the
Anti-Dummy Law covered only employment in wholly nationalized businesses and not in
those that are only partly nationalized.
The Filipino common-law wife of a Chinese national is not barred from engaging in the retail
business provided she uses capital exclusively derived from her paraphernal properties; allowing
her common-law Chinese husband to take part in management of the retail business would be a
violation of the law. xTalan v. People, 169 SCRA 586 (1989).

oOo
U PDATED: 30 M AY 2011; 633 SCRA