G.R. No.

3308

January 19, 1907

FAUSTINO LICHAUCO, plaintiff-appellee,

vs.
FIGUERAS HERMANOS, defendants-appellants.
Coudert Brothers for appellants.
W. A. Kincaid for appellee.
CARSON, J.:
This is an appeal from a judgment in favor of the plaintiff who brought an action to recover the
hire for two lorchas calle the Chata and the Lolin for the month of August, 1905. The defendants
admitted their responsibility for the rental of these lorchas for the days of that month upon which
they were actual use that is, for twenty-three and twenty-seven days, respectively and on
demand made formal tender of the amount of the rental claimed for those days; but they deny
their responsibility for those days of the month during which they did not make use of lorchas
and left them at the disposal of the plaintiff.
The Quartermaster's Department of the Army of the United States advertises semiannually for
proposals to furnish lighterage for its use in the port of Manila. The service required is divided
into two classes, regular and emergency, the former including the tonnage for which the
department has continuous need the year round, and the latter the tonnage which the contractor
obligates himself to furnish on demand, when the necessity thereof arises. The price paid for
emergency service is naturally higher than that paid for regular service wherein the lorcha are
steadily employed for the entire contract period of six months.
The aggregate tonnage required by the department is so great that no single lorcha owner could
fill the entire contract without the aid of other owners, and the defendants, who had at that time a
bid for the contract for the semiannual period from July 1 to December 31, 1905, entered into the
following contract with the plaintiff on the 20th of April, 1905:
El Sr. Faustino Lichauco declara ser dueo de las siguientes embarcaciones Chata, Lolin,
Cornelia, y Alejandro, y por la presente se compromete a entregar a los Sres. Figueras
Hermanos, las citadas embarcaciones en consignacion durante los meses de Junio, Julio,
y Agosto del presente ao, dando a dichos Sres. Figueras Hermanos amplias facultades
para administrar las mismas durante dichos meses sin que por ningun motivo pueda el Sr.
Lichauco hacer contrato ni fletamento de dichas embarcaciones sin la previa venia de los
Sres. Figueras Hermanos consignatarios de las mismas. Podran sin embargo disponer de
ellas para trabajos propios o particulares.
En el caso de venta de cualquiera de las arriba citadas embarcaciones durante ese plazo,
obligaran al comprador a respetar el presente contrato en todas sus partes, en sus mismos
derechos y obligaciones.

La falta de cumplimiento de este convenio de cualquiera de las partes contratantes

obligara a la otra al pago de una indemnizacion que se deja a la resolucion de las demas
casas que han firmado igual convenio con los Sres. Figueras Hermanos, resolucion que
sera firme o inapelable.
Los Sres. Figueras Hermanos se comprometen a su vez en el caso de ser los constratistas
del Q. M. para el suministro de embarcaciones, a emplear en dicha contrata una parte
proporcional de dichas embarcaciones con relacion a la lista que se acompana, todas
sujetas a igual convenio.
Podra sin embargo el Sr. Lichauco disponer el no ingreso de sus embarcaciones para el
servicio del Q. M. si los precios a que los dichos Sres. Figueras Hermanos tomaran la
contrata no le convinieran, pero quedaran siempre dichas lorchas no sujetas a todo los
estipulado en el presente convenio.
Los Sres. Figueras Hermanos quedan autorizados para cobrarse el 10 por ciento de
comision de todos los fletes proporcionados por ellos ya sean del Q. M. ya de
particulares.
Se comprometen los Sres. Figueras Hermanos a rendir cuentas mensualmente, asi como a
pagar los fletes devengados tan pronto efectuen el cobro.
Se comprometen asimismo en caso de averias o demoras o de cualquier reclamacion que
haya que hacer por las mencionadas lorchas, a hacer todas las gestiones necesarias sin
remuneracion de ninguna clase.
En caso de desavenencia por razon de este contrato, se solucion el asunto por amigables
componedores, cuyo nombramiento tendra que recaer precisamente en personas que esten
sujetas a convenio igual al presente. Manila 20 de Abril de 1905.
Thereafter on the 29th of April, 1905, they entered into the following contract:
Los Sres. Figueras Hermanos y Faustino Lichauco se han convenido en modificar parte
de la contrata firmada por ambos el 20 de Abril del presente mes en la forma siguiente:
1. Que si en la subasta de suministro de lorchas al Quartermaster que tendra lugar el 2 de
Mayo del presente ao los Sres. Figueras se quedasen con la contrata estos se obligan a
pagar al Sr. Lichauco come flete de las lorchas Chata y Lolin el tipo mas alto en que se ha
quedado la contrata deduciendo solamente el 10 por ciento de comision.
2. Los Sres. Figueras se comprometen a paar este flete por termino de 6 meses o sea
desde el 1. de Julio hasta el 31 de Diciembre venidero.
3. Si cualquiera de las dos lorchas mencionadas necesitase alguna reparacion el Sr.
Lichauco se obliga a efectuarlo inmediatamente sin que los Sres. Figueras tuviesen
obligacion de pagar flete por los dias que ha durado dicha reparacion.

Y para la seguridad de ambos contratantes firman el presente contrato en dos ejemplares

en Manila a 29 de Abril de 1905.
The defendants submitted a bid for the quartermaster's contract of lighterage for the semiannual
period from the 1st of July to the 31st of December, 1905, but when the proposals were opened
on the 2d of May, 1905, their bid and all others were rejected. On the 16th of May, 1905, the
letting of the contract was again advertised, and the defendant and other submitted new proposals
which were opened on the 27th of May, 1905, and on this occasion the contract was divided and
the defendants bid for the emergency service was accepted, while a third party was awarded the
contract for the regular service.
So far as appears from the record before us, there were no new negotiations entered into between
the plaintiff and the defendants after the failure of defendants to secure the contract at the
opening of the bids on May 2, 1905, but on the 1st of July the plaintiff lorchas Chata and Lolin
were furnished to the quartermaster under the defendants' contract for the emergency service, and
were thus employed in that service for the first twenty-three and twenty-seven days of August,
when they were released by the quartermaster, and the plaintiff immediately notified by the
defendants that they were at his disposal.
Plaintiff claims that defendants made use of these lorchas, under the terms of the above set out
contract of April 20, as amended by the contract of April 29, and therefore that defendants are
responsible to him for hire of the lorchas for every day of the month at the per diem emergency
rate paid by the quartermaster on the days when the boat was in use.
We do not think that the plaintiff, on whom rests the burden of proof, succeeded in establishing
this contention. The amendment to the contract between the plaintiff and defendant was
expressly conditioned on defendants' being the successful bidders at the letting of May 2, 1905,
and it can not be doubted that the amendment became of no force or effect when the result of the
letting was announced, for it is manifest that thereafter neither party could base a claim against
the other on a failure to execute its terms, unless it was given new life by a new agreement, either
express or implied.
And even it if were possible to construe the terms of the amendment so as to make it applicable
to the second letting on May 27, we think that it was plainly conditioned upon the defendants'
securing the entire contract of lighterage and not upon their securing a part thereof. There is
nothing in the contract between the parties to indicate that either one had in mind the division of
the lighterage contract and indeed the language of the entire amendment suggests that both
parties had in contemplation no other thing that the complete success or the complete failure of
defendants to secure the lighterage contract with the Government.
It is easy to understand how the defendants might venture to obligate themselves to pay the
emergency rate for the entire period of the contract even though they might anticipate a lack of
continuous employment of these boats in the emergency service throughout the entire term,
provided they were certain of employment in the regular service on the days when the
quartermaster had no use for them in the better-paid emergency service; because the possible loss
under such circumstances could only affect the size of their profits, whereas if they failed to

secure the contract for the regular service, together with the emergency service they would be
exposed to a loss of the total hire of the lorchas on the days when the quartermaster did not call
for them.
In conditional obligations, the acquisition of rights, as well as the extinction or loss of
those already acquired, shall depend upon the event constituting the condition. (Art. 1114
of the Civil Code.)
It is said, however, that even though the obligation of the conditional amendment was
extinguished by defendants' failure to secure the entire lighterage contract or to secure it at the
time specified in the condition, nevertheless the defendants, by taking and using these lorchas for
the purpose of carrying out their contract with the quartermaster without any new agreement the
obligation with the plaintiffs, impliedly and tacitly assumed the obligation of the original
contract together with the amendment, so that their use of the lorcha was subject to its terms. We
do not think we are entitled to draw such an inference from the use of these boats in the months
of July and August. An examination of the original contract between the parties which was not
affected by the failure of the defendants to secure the lighterage contract shows that it was a
contract of agency (consignacion), by the terms of which the defendants were fully authorized to
make use of these lorchas during the months of June, July, and August, 1905, in the manner and
form in which they did, in fact, make use of them. They required no new contract with the
plaintiff, express or implied, to authorize them to do so, and no sufficient reason has been
suggested to justify the inference that they assumed an oppressive and dangerous risk when all
that they did was in exact compliance with a written contract securing to them the right to use
these lorchas on favorable and reasonable terms.
The judgment of the trial court should be and is hereby reversed, without special condemnation
of costs in this instance, and after the expiration of twenty days the cause will be returned to the
trial court wherein it originated, where judgment will be entered for the amount tendered by the
defendants with legal interest from the date of such judgment, and with the costs in the first
instance in favor of the defendants. So ordered.

G.R. No. L-24190

July 13, 1926

GEORGE L. PARKS, plaintiff-appellant,

vs.
PROVINCE OF TARLAC, MUNICIPALITY OF TARLAC, CONCEPCION CIRER, and
JAMES HILL, her husband, defendants-appellees.
Jos. N. Wolfson for appellant.
Provincial Fiscal Lopez de Jesus for the Province and Municipality of Tarlac.
No appearance for the other appellees.
AVANCEA, C. J.:
On October 18, 1910, Concepcion Cirer and James Hill, the owners of parcel of land No. 2
referred to in the complaint, donated it perpetually to the municipality of Tarlac, Province of
Tarlac, under certain conditions specified in the public document in which they made this
donation. The donation was accepted by Mr. Santiago de Jesus in the same document on behalf
of the municipal council of Tarlac of which he was the municipal president. The parcel thus
donated was later registered in the name of the donee, the municipality of Tarlac. On January 15,
1921, Concepcion Cirer and James Hill sold this parcel to the herein plaintiff George L. Parks.
On August 24, 1923, the municipality of Tarlac transferred the parcel to the Province of Tarlac
which, by reason of this transfer, applied for and obtained the registration thereof in its name, the
corresponding certificate of title having been issued to it.
The plaintiff, George L. Parks, alleging that the conditions of the donation had not been
complied with and invoking the sale of this parcel of land made by Concepcion Cirer and James
Hill in his favor, brought this action against the Province of Tarlac, the municipality of Tarlac,
Concepcion Cirer and James Hill and prayed that he be declared the absolute owner entitled to
the possession of this parcel, that the transfer of the same by the municipality of Tarlac to the
Province of Tarlac be annulled, and the transfer certificate issued to the Province of Tarlac
cancelled.
The lower court dismissed the complaint.
The plaintiff has no right of action. If he has any, it is only by virtue of the sale of this parcel
made by Concepcion Cirer and James Hill in his favor on January 15, 1921, but that sale cannot
have any effect. This parcel having been donated by Concepcion Cirer and James Hill to the
municipality of Tarlac, which donation was accepted by the latter, the title to the property was
transferred to the municipality of Tarlac. It is true that the donation might have been revoked for
the causes, if any, provided by the law, but the fact is that it was not revoked when Concepcion
Cirer and James Hill made the sale of this parcel to the plaintiff. Even supposing that causes
existed for the revocation of this donation, still, it was necessary, in order to consider it revoked,
either that the revocation had been consented to by the donee, the municipality of Tarlac, or that
it had been judicially decreed. None of these circumstances existed when Concepcion Cirer and
James Hill sold this parcel to the plaintiff. Consequently, when the sale was made Concepcion

Cirer and James Hill were no longer the owners of this parcel and could not have sold it to the
plaintiff, nor could the latter have acquired it from them.
But the appellant contends that a condition precedent having been imposed in the donation and
the same not having been complied with, the donation never became effective. We find no merit
in this contention. The appellant refers to the condition imposed that one of the parcels donated
was to be used absolutely and exclusively for the erection of a central school and the other for a
public park, the work to commence in both cases within the period of six months from the date
of the ratification by the partes of the document evidencing the donation. It is true that this
condition has not been complied with. The allegation, however, that it is a condition precedent is
erroneous. The characteristic of a condition precedent is that the acquisition of the right is not
effected while said condition is not complied with or is not deemed complied with. Meanwhile
nothing is acquired and there is only an expectancy of right. Consequently, when a condition is
imposed, the compliance of which cannot be effected except when the right is deemed acquired,
such condition cannot be a condition precedent. In the present case the condition that a public
school be erected and a public park made of the donated land, work on the same to commence
within six months from the date of the ratification of the donation by the parties, could not be
complied with except after giving effect to the donation. The donee could not do any work on the
donated land if the donation had not really been effected, because it would be an invasion of
another's title, for the land would have continued to belong to the donor so long as the condition
imposed was not complied with.
The appellant also contends that, in any event, the condition not having been complied with,
even supposing that it was not a condition precedent but subsequent, the non-compliance thereof
is sufficient cause for the revocation of the donation. This is correct. But the period for bringing
an action for the revocation of the donation has prescribed. That this action is prescriptible, there
is no doubt. There is no legal provision which excludes this class of action from the statute of
limitations. And not only this, the law itself recognizes the prescriptibility of the action for the
revocation of a donation, providing a special period of five years for the revocation by the
subsequent birth of children (art. 646, Civil Code), and one year for the revocation by reason of
ingratitude. If no special period is provided for the prescription of the action for revocation for
noncompliance of the conditions of the donation (art. 647, Civil Code), it is because in this
respect the donation is considered onerous and is governed by the law of contracts and the
general rules of prescription. Under the law in force (sec. 43, Code of Civ. Proc.) the period of
prescription of this class of action is ten years. The action for the revocation of the donation for
this cause arose on April 19, 1911, that is six months after the ratification of the instrument of
donation of October 18, 1910. The complaint in this action was presented July 5, 1924, more
than ten years after this cause accrued.
By virtue of the foregoing, the judgment appealed from is affirmed, with the costs against the
appellant. So ordered.

G.R. No. L-5267

October 27, 1953

LUZ HERMOSA, as administratrix of the Intestate Estate of Fernando Hermosa, Sr., and
FERNANDO HERMOSA, JR., petitioners,
vs.
EPIFANIO M. LONGARA, respondent.
Manuel O. Chan for petitioners.
Jacinto R. Bohol for respondent.
LABRADOR, J.:
This is an appeal by way of certiorari against a decision of the Court of Appeals, fourth division,
approving certain claims presented by Epifanio M. Longara against the testate estate of Fernando
Hermosa, Sr. The claims are of three kinds, namely, P2,341.41 representing credit advances
made to the intestate from 1932 to 1944, P12,924.12 made to his son Francisco Hermosa, and
P3,772 made to his grandson, Fernando Hermosa, Jr. from 1945 to 1947, after the death of the
intestate, which occurred in December, 1944. The claimant presented evidence and the Court of
Appeals found, in accordance therewith, that the intestate had asked for the said credit advances
for himself and for the members of his family "on condition that their payment should be made
by Fernando Hermosa, Sr. as soon as he receive funds derived from the sale of his property in
Spain." Claimant had testified without opposition that the credit advances were to be "payable as
soon as Fernando Hermosa, Sr.'s property in Spain was sold and he receive money derived from
the sale." The Court of Appeals held that payment of the advances did not become due until the
administratrix received the sum of P20,000 from the buyer of the property. Upon authorization of
the probate court in October, 1947, and the same was paid for subsequently. The Claim was filed
on October 2, 1948.
It is contended on this appeal that the obligation contracted by the intestate was subject to a
condition exclusively dependent upon the will of the debtor (a condicion potestativa) and
therefore null and void, in accordance with article 1115 of the old Civil Code. The case of
Osmea vs. Rama, (14 Phil. 99) is cited to support appellants contention. In this case, this court
seems to have filed that a promise to pay an indebtedness "if a house of strong materials is sold"
is an obligation the performance of which depended on the will of the debtor. We have examined
this case and we find that the supposed ruling was merely an assumption and the same was not
the actual ruling of the case.
A careful consideration of the condition upon which payment of the sums advanced was made to
depend, "as soon as he (intestate) receive funds derived from the sale of his property in Spain,"
discloses the fact that the condition in question does not depend exclusively upon the will of the
debtor, but also upon other circumstances beyond his power or control. If the condition were "if
he decides to sell his house." or "if he likes to pay the sums advanced," or any other condition of
similar import implying that upon him (the debtor) alone payment would depend, the condition
would be protestativa, dependent exclusively upon his will or discretion. In the form that the
condition was found by the Court of Appeals however the condition implies that the intestate had
already decided to sell his house, or at least that he had made his creditors believe that he had

done so, and that all that we needed to make his obligation (to pay his indebtedness) demandable
is that the sale be consummated and the price thereof remitted to the islands. Note that if the
intestate would prevent or would have prevented the consummation of the sale voluntarily, the
condition would be or would have been deemed or considered complied with (article 1119, old
Civil Code).The will to sell on the part of the intestate was, therefore, present in fact, or
presumed legally to exist, although the price and other conditions thereof were still within his
discretion and final approval. But in addition of the sale to him (the intestate-vendor), there were
still other conditions that had no concur to effect the sale, mainly that of the presence of a buyer,
ready, able and willing to purchase the property under the conditions demanded by the intestate.
Without such a buyer the sale could not be carried out or the proceeds thereof sent to the islands.
It is evident, therefore sent to the islands. It is evident, therefore, that the condition of the
obligation was not a purely protestative one, depending exclusively upon the will of the intestate,
but a mixed one, depending partly upon the will of intestate and partly upon chance, i.e., the
presence of a buyer of the property for the price and under the conditions desired by the intestate.
The obligation is clearly governed by the second sentence of article 1115 of the old Civil Code (8
Manresa, 126). The condition is, besides, a suspensive condition, upon the happening of which
the obligation to pay is made dependent. And upon the happening of the condition, the debt
became immediately due and demandable. (Article 1114, old Civil Code; 8 Manresa, 119).
One other point needs to be considered, and this is the fact that the sale was not effected in the
lifetime of the debtor (the intestate), but after his death and by his administrator, the very wife of
the claimant. On this last circumstance we must bear in mind that the Court of Appeals found no
evidence to show that the claim was the product of a collusion or connivance between the
administratrix and the claimant. That there was really a promise made by the intestate to pay for
the credit advances maybe implied from the fact that the receipts thereof had been preserved.
Had the advances been made without intention of demanding their payment later, said receipts
would not have been preserved. Regularity of the advances and the close relationship between
the intestate and the claimant also support this conclusion.
As to the fact that the suspensive condition took place after the death of the debtor, and that
advances were made more than ten years before the sale, we supported in our conclusion that the
same is immaterial by Sanchez Roman, who says, among other things, as to conditional
obligations:
1a La obligacion contractual afectada por condicion suspensiva. no es exigible hasta que
se cumpla la condicion, . . .
2 a El cumplimiento de la condicion suspensiva retrotae los efectos del acto juridico
originario de la obligacion a que aquella afecta, al tiempo de lacelebracion de este;
3 a La referida retroaccion, no solo tiene lugar cuando el cumplimiento de la condicion se
verifica en vida de los contrayentes, que tambien se produce cuando aquel se realiza
despues de la muerte de estos. (4 Sanchez Roman, p. 122) (Emphasis supplied.)
As the obligation retroacts to the date when the contract was entered into, all amounts advanced
from the time of the agreement became due, upon the happening of the suspensive condition. As

the obligation to pay became due and demandable only when the house was sold and the
proceeds received in the islands, the action to recover the same only accrued, within the meaning
of the statute of limitations, on date the money became available here hence the action to recover
the advances has not yet prescribed.
The above considerations dispose of the most important questions raised on this appeal. It is also
contended that the third group of claims, i.e., credits furnished the intestate's grandson after his
(intestate's) death in 1944, should have been allowed. We find merit in this contention. Even if
authorization to furnish necessaries to his grandson may have been given, this authorization
could not be made to extend after his death, for two obvious reasons. First because the obligation
to furnish support is personal and is extinguished upon the death of the person obliged to give
support(article 150, old Civil Code), and second because upon the death of a principal (the
intestate in this case), his agent's authority or authorization is deemed terminated (article 1732,
old Civil Code). That part of the decision allowing this group of claims, amounting to P3,772
should be reversed.
One last contention of the appellant is that the claims are barred by the statute of non-claims. It
does not appear from the record that this question was ever raised in any of the courts below. We
are, therefore, without authority under our rules to consider this issue at this stage of the
proceedings.
The judgment appealed from is hereby affirmed in so far as it approves the claims of appellee in
the amounts of P2,341 and P12,942.12, and reversed as to that of P3,772. Without costs.

G.R. No. L-5003

June 27, 1953

NAZARIO TRILLANA, administrator-appellee,

vs.
QUEZON COLLEGE, INC., claimant-appellant.
Singson, Barnes, Yap and Blanco for appellant.
Delgado, Flores & Macapagal for appellee.
PARAS, J.:
Damasa Crisostomo sent the following letter to the Board of Trustees of the Quezon College:
June 1, 1948
The BOARD OF TRUSTEES
Quezon College
Manila
Gentlemen:
Please enter my subscription to dalawang daan (200) shares of your capital stock with a
par value of P100 each. Enclosed you will find (Babayaran kong lahat pagkatapos na ako
ay makapag-pahuli ng isda) pesos as my initial payment and the balance payable in
accordance with law and the rules and regulations of the Quezon College. I hereby agree
to shoulder the expenses connected with said shares of stock. I further submit myself to
all lawful demands, decisions or directives of the Board of Trustees of the Quezon
College and all its duly constituted officers or authorities (ang nasa itaas ay binasa at
ipinaliwanag sa akin sa wikang tagalog na aking nalalaman).
Very respectfully,
(Sgd.) DAMASA CRISOSTOMO
Signature of subscriber
Nilagdaan sa aming harapan:
JOSE CRISOSTOMO
EDUARDO CRISOSTOMO
Damasa Crisostomo died on October 26, 1948. As no payment appears to have been made on the
subscription mentioned in the foregoing letter, the Quezon College, Inc. presented a claim before
the Court of First Instance of Bulacan in her testate proceeding, for the collection of the sum of
P20,000, representing the value of the subscription to the capital stock of the Quezon College,
Inc. This claim was opposed by the administrator of the estate, and the Court of First Instance of

Bulacan, after hearing issued an order dismissing the claim of the Quezon College, Inc. on the
ground that the subscription in question was neither registered in nor authorized by the Securities
and Exchange Commission. From this order the Quezon College, Inc. has appealed.
It is not necessary for us to discuss at length appellant's various assignments of error relating to
the propriety of the ground relief upon by the trial court, since, as pointed out in the brief for the
administrator and appellee, there are other decisive considerations which, though not touched by
the lower court, amply sustained the appealed order.
It appears that the application sent by Damasa Crisostomo to the Quezon College, Inc. was
written on a general form indicating that an applicant will enclose an amount as initial payment
and will pay the balance in accordance with law and the regulations of the College. On the other
hand, in the letter actually sent by Damasa Crisostomo, the latter (who requested that her
subscription for 200 shares be entered) not only did not enclose any initial payment but stated
that "babayaran kong lahat pagkatapos na ako ay makapagpahuli ng isda." There is nothing in the
record to show that the Quezon College, Inc. accepted the term of payment suggested by Damasa
Crisostomo, or that if there was any acceptance the same came to her knowledge during her
lifetime. As the application of Damasa Crisostomo is obviously at variance with the terms
evidenced in the form letter issued by the Quezon College, Inc., there was absolute necessity on
the part of the College to express its agreement to Damasa's offer in order to bind the latter.
Conversely, said acceptance was essential, because it would be unfair to immediately obligate the
Quezon College, Inc. under Damasa's promise to pay the price of the subscription after she had
caused fish to be caught. In other words, the relation between Damasa Crisostomo and the
Quezon College, Inc. had only thus reached the preliminary stage whereby the latter offered its
stock for subscription on the terms stated in the form letter, and Damasa applied for subscription
fixing her own plan of payment, a relation, in the absence as in the present case of acceptance
by the Quezon College, Inc. of the counter offer of Damasa Crisostomo, that had not ripened into
an enforceable contract.
Indeed, the need for express acceptance on the part of the Quezon College, Inc. becomes the
more imperative, in view of the proposal of Damasa Crisostomo to pay the value of the
subscription after she has harvested fish, a condition obviously dependent upon her sole will and,
therefore, facultative in nature, rendering the obligation void, under article 1115 of the old Civil
Code which provides as follows: "If the fulfillment of the condition should depend upon the
exclusive will of the debtor, the conditional obligation shall be void. If it should depend upon
chance, or upon the will of a third person, the obligation shall produce all its effects in
accordance with the provisions of this code." It cannot be argued that the condition solely is void,
because it would have served to create the obligation to pay, unlike a case, exemplified by
Osmea vs. Rama (14 Phil., 99), wherein only the potestative condition was held void because it
referred merely to the fulfillment of an already existing indebtedness.
In the case of Taylor vs. Uy Tieng Piao, et al. (43 Phil., 873, 879), this Court already held that "a
condition, facultative as to the debtor, is obnoxious to the first sentence contained in article 1115
and renders the whole obligation void."
Wherefore, the appealed order is affirmed, and it is so ordered with costs against appellant.

G.R. No. L-16570

March 9, 1922

SMITH, BELL & CO., LTD., plaintiff-appellant,

vs.
VICENTE SOTELO MATTI, defendant-appellant.
Ross and Lawrence and Ewald E. Selph for plaintiff-appellant.
Ramon Sotelo for defendant-appellant.
ROMUALDEZ, J.:
In August, 1918, the plaintiff corporation and the defendant, Mr. Vicente Sotelo, entered into
contracts whereby the former obligated itself to sell, and the latter to purchase from it, two steel
tanks, for the total price of twenty-one thousand pesos (P21,000), the same to be shipped from
New York and delivered at Manila "within three or four months;" two expellers at the price of
twenty five thousand pesos (P25,000) each, which were to be shipped from San Francisco in the
month of September, 1918, or as soon as possible; and two electric motors at the price of two
thousand pesos (P2,000) each, as to the delivery of which stipulation was made, couched in these
words: "Approximate delivery within ninety days. This is not guaranteed."
The tanks arrived at Manila on the 27th of April, 1919: the expellers on the 26th of October,
1918; and the motors on the 27th of February, 1919.
The plaintiff corporation notified the defendant, Mr. Sotelo, of the arrival of these goods, but Mr.
Sotelo refused to receive them and to pay the prices stipulated.
The plaintiff brought suit against the defendant, based on four separate causes of action, alleging,
among other facts, that it immediately notified the defendant of the arrival of the goods, and
asked instructions from him as to the delivery thereof, and that the defendant refused to receive
any of them and to pay their price. The plaintiff, further, alleged that the expellers and the motors
were in good condition. (Amended complaint, pages 16-30, Bill of Exceptions.)
In their answer, the defendant, Mr. Sotelo, and the intervenor, the Manila Oil Refining and ByProducts Co., Inc., denied the plaintiff's allegations as to the shipment of these goods and their
arrival at Manila, the notification to the defendant, Mr. Sotelo, the latter's refusal to receive them
and pay their price, and the good condition of the expellers and the motors, alleging as special
defense that Mr. Sotelo had made the contracts in question as manager of the intervenor, the
Manila Oil Refining and By-Products Co., Inc which fact was known to the plaintiff, and that "it
was only in May, 1919, that it notified the intervenor that said tanks had arrived, the motors and
the expellers having arrived incomplete and long after the date stipulated." As a counterclaim or
set-off, they also allege that, as a consequence of the plaintiff's delay in making delivery of the
goods, which the intervenor intended to use in the manufacture of cocoanut oil, the intervenor
suffered damages in the sums of one hundred sixteen thousand seven hundred eighty-three pesos
and ninety-one centavos (P116,783.91) for the nondelivery of the tanks, and twenty-one
thousand two hundred and fifty pesos (P21,250) on account of the expellers and the motors not
having arrived in due time.

The case having been tried, the court below absolved the defendants from the complaint insofar
as the tanks and the electric motors were concerned, but rendered judgment against them,
ordering them to "receive the aforesaid expellers and pay the plaintiff the sum of fifty thousand
pesos (P50,00), the price of the said goods, with legal interest thereon from July 26, 1919, and
costs."
Both parties appeal from this judgment, each assigning several errors in the findings of the lower
court.
The principal point at issue in this case is whether or not, under the contracts entered into and the
circumstances established in the record, the plaintiff has fulfilled, in due time, its obligation to
bring the goods in question to Manila. If it has, then it is entitled to the relief prayed for;
otherwise, it must be held guilty of delay and liable for the consequences thereof.
To solve this question, it is necessary to determine what period was fixed for the delivery of the
goods.
As regards the tanks, the contracts A and B (pages 61 and 62 of the record) are similar, and in
both of them we find this clause:
To be delivered within 3 or 4 months The promise or indication of shipment carries
with it absolutely no obligation on our part Government regulations, railroad
embargoes, lack of vessel space, the exigencies of the requirement of the United States
Government, or a number of causes may act to entirely vitiate the indication of shipment
as stated. In other words, the order is accepted on the basis of shipment at Mill's
convenience, time of shipment being merely an indication of what we hope to
accomplish.
In the contract Exhibit C (page 63 of the record), with reference to the expellers, the following
stipulation appears:
The following articles, hereinbelow more particularly described, to be shipped at San
Francisco within the month of September /18, or as soon as possible. Two Anderson
oil expellers . . . .
And in the contract relative to the motors (Exhibit D, page 64, rec.) the following appears:
Approximate delivery within ninety days. This is not guaranteed. This sale is
subject to our being able to obtain Priority Certificate, subject to the United States
Government requirements and also subject to confirmation of manufactures.
In all these contracts, there is a final clause as follows:
The sellers are not responsible for delays caused by fires, riots on land or on the sea,
strikes or other causes known as "Force Majeure" entirely beyond the control of the
sellers or their representatives.

Under these stipulations, it cannot be said that any definite date was fixed for the delivery of the
goods. As to the tanks, the agreement was that the delivery was to be made "within 3 or 4
months," but that period was subject to the contingencies referred to in a subsequent clause. With
regard to the expellers, the contract says "within the month of September, 1918," but to this is
added "or as soon as possible." And with reference to the motors, the contract contains this
expression, "Approximate delivery within ninety days," but right after this, it is noted that "this is
not guaranteed."
The oral evidence falls short of fixing such period.
From the record it appears that these contracts were executed at the time of the world war when
there existed rigid restrictions on the export from the United States of articles like the machinery
in question, and maritime, as well as railroad, transportation was difficult, which fact was known
to the parties; hence clauses were inserted in the contracts, regarding "Government regulations,
railroad embargoes, lack of vessel space, the exigencies of the requirements of the United States
Government," in connection with the tanks and "Priority Certificate, subject to the United State
Government requirements," with respect to the motors. At the time of the execution of the
contracts, the parties were not unmindful of the contingency of the United States Government
not allowing the export of the goods, nor of the fact that the other foreseen circumstances therein
stated might prevent it.
Considering these contracts in the light of the civil law, we cannot but conclude that the term
which the parties attempted to fix is so uncertain that one cannot tell just whether, as a matter of
fact, those articles could be brought to Manila or not. If that is the case, as we think it is, the
obligations must be regarded as conditional.
Obligations for the performance of which a day certain has been fixed shall be
demandable only when the day arrives.
A day certain is understood to be one which must necessarily arrive, even though its date
be unknown.
If the uncertainty should consist in the arrival or non-arrival of the day, the obligation is
conditional and shall be governed by the rules of the next preceding section. (referring to
pure and conditional obligations). (Art. 1125, Civ. Code.)
And as the export of the machinery in question was, as stated in the contract, contingent upon the
sellers obtaining certificate of priority and permission of the United States Government, subject
to the rules and regulations, as well as to railroad embargoes, then the delivery was subject to a
condition the fulfillment of which depended not only upon the effort of the herein plaintiff, but
upon the will of third persons who could in no way be compelled to fulfill the condition. In cases
like this, which are not expressly provided for, but impliedly covered, by the Civil Code, the
obligor will be deemed to have sufficiently performed his part of the obligation, if he has done
all that was in his power, even if the condition has not been fulfilled in reality.

In such cases, the decisions prior to the Civil Code have held that the obligee having done
all that was in his power, was entitled to enforce performance of the obligation. This
performance, which is fictitious not real is not expressly authorized by the Code,
which limits itself only to declare valid those conditions and the obligation thereby
affected; but it is neither disallowed, and the Code being thus silent, the old view can be
maintained as a doctrine. (Manresa's commentaries on the Civil Code [1907], vol. 8, page
132.)
The decisions referred to by Mr. Manresa are those rendered by the supreme court of Spain on
November 19, 1896, and February 23, 1871.
In the former it is held:
First. That when the fulfillment of the conditions does not depend on the will of the
obligor, but on that of a third person who can in no way be compelled to carry it out, and
it is found by the lower court that the obligor has done all in his power to comply with the
obligation, the judgment of the said court, ordering the other party to comply with his
part of the contract, is not contrary to the law of contracts, or to Law 1, Tit. I, Book 10, of
the "Novsima Recopilacin," or Law 12, Tit. 11, of Partida 5, when in the said finding of
the lower court, no law or precedent is alleged to have been violated. (Jurisprudencia
Civil published by the directors of the Revista General de Legislacion y Jurisprudencia
[1866], vol. 14, page 656.)
In the second decision, the following doctrine is laid down:
Second. That when the fulfillment of the condition does not depend on the will of the
obligor, but on that of a third person, who can in no way be compelled to carry it out, the
obligor's part of the contract is complied withalf Belisario not having exercised his right
of repurchase reserved in the sale of Basilio Borja mentioned in paragraph (13) hereof,
the affidavit of Basilio Borja for the consolidacion de dominio was presented for record
in the registry of deeds and recorded in the registry on the same date.
(32) The Maximo Belisario left a widow, the opponent Adelina Ferrer and three minor
children, Vitaliana, Eugenio, and Aureno Belisario as his only heirs.
(33) That in the execution and sales thereunder, in which C. H. McClure appears as the
judgment creditor, he was represented by the opponent Peter W. Addison, who prepared
and had charge of publication of the notices of the various sales and that in none of the
sales was the notice published more than twice in a newspaper.
The claims of the opponent-appellant Addison have been very fully and ably argued by
his counsel but may, we think, be disposed of in comparatively few words. As will be
seen from the foregoing statement of facts, he rest his title (1) on the sales under the
executions issued in cases Nos. 435, 450, 454, and 499 of the court of the justice of the
peace of Dagupan with the priority of inscription of the last two sales in the registry of

deeds, and (2) on a purchase from the Director of Lands after the land in question had
been forfeited to the Government for non-payment of taxes under Act No. 1791.
The sheriff's sales under the execution mentioned are fatally defective for what of
sufficient publication of the notice of sale. Section 454 of the Code of civil Procedure
reads in part as follows:
SEC. 454. Before the sale of property on execution, notice thereof must be given, as
follows:
1. In case of perishable property, by posing written notice of the time and place of the
sale in three public places of the municipality or city where the sale is to take place, for
such time as may be reasonable, considering the character and condition of the property;
2. *

3. In cases of real property, by posting a similar notice particularly describing the

property, for twenty days in three public places of the municipality or city where the
property is situated, and also where the property is to be sold, and publishing a copy
thereof once a week, for the same period, in some newspaper published or having general
circulation in the province, if there be one. If there are newspaper published in the
province in both the Spanish and English languages, then a like publication for a like
period shall be made in one newspaper published in the Spanish language, and in one
published in the English language: Provided, however, That such publication in a
newspaper will not be required when the assessed valuation of the property does not
exceed four hundred pesos;
4. *

Examining the record, we find that in cases Nos. 435 and 450 the sales took place on October 14,
1916; the notice first published gave the date of the sale as October 15th, but upon discovering
that October 15th was a Sunday, the date was changed to October 14th. The correct notice was
published twice in a local newspaper, the first publication was made on October 7th and the
second and last on October 14th, the date of the sale itself. The newspaper is a weekly periodical
published every Saturday afternoon.
In case No. 454 there were only two publications of the notice in a newspaper, the first
publication being made only fourteen days before the date of the sale. In case No. 499, there
were also only two publications, the first of which was made thirteen days before the sale. In the
last case the sale was advertised for the hours of from 8:30 in the morning until 4:30 in the
afternoon, in violation of section 457 of the Code of Civil Procedure. In cases Nos. 435 and 450
the hours advertised were from 9:00 in the morning until 4.30 in the afternoon. In all of the cases
the notices of the sale were prepared by the judgment creditor or his agent, who also took
charged of the publication of such notices.

In the case of Campomanes vs. Bartolome and Germann & Co. (38 Phil., 808), this court held
that if a sheriff sells without the notice prescribe by the Code of Civil Procedure induced thereto
by the judgment creditor and the purchaser at the sale is the judgment creditor, the sale is
absolutely void and not title passes. This must now be regarded as the settled doctrine in this
jurisdiction whatever the rule may be elsewhere.
It appears affirmatively from the evidence in the present case that there is a newspaper published
in the province where the sale in question took place and that the assessed valuation of the
property disposed of at each sale exceeded P400. Comparing the requirements of section 454,
supra, with what was actually done, it is self-evident that notices of the sales mentioned were not
given as prescribed by the statute and taking into consideration that in connection with these
sales the appellant Addison was either the judgment creditor or else occupied a position
analogous to that of a judgment creditor, the sales must be held invalid.
The conveyance or reconveyance of the land from the Director of Lands is equally invalid. The
provisions of Act No. 1791 pertinent to the purchase or repurchase of land confiscated for nonpayment of taxes are found in section 19 of the Act and read:
. . . In case such redemption be not made within the time above specified the Government
of the Philippine Islands shall have an absolute, indefeasible title to said real property.
Upon the expiration of the said ninety days, if redemption be not made, the provincial
treasurer shall immediately notify the Director of Lands of the forfeiture and furnish him
with a description of the property, and said Director of Lands shall have full control and
custody thereof to lease or sell the same or any portion thereof in the same manner as
other public lands are leased or sold: Provided, That the original owner, or his legal
representative, shall have the right to repurchase the entire amount of his said real
property, at any time before a sale or contract of sale has been made by the director of
Lands to a third party, by paying therefore the whole sum due thereon at the time of
ejectment together with a penalty of ten per centum . . . .
The appellant Addison repurchased under the final proviso of the section quoted and was allowed
to do so as the successor in interest of the original owner under the execution sale above
discussed. As we have seen, he acquired no rights under these sales, was therefore not the
successor of the original owner and could only have obtained a valid conveyance of such titles as
the Government might have by following the procedure prescribed by the Public Land Act for
the sale of public lands. he is entitled to reimbursement for the money paid for the redemption of
the land, with interest, but has acquired no title through the redemption.
The question of the priority of the record of the sheriff's sales over that of the sale from Belisario
to Borja is extensively argued in the briefs, but from our point of view is of no importance; void
sheriff's or execution sales cannot be validated through inscription in the Mortgage Law registry.
The opposition of Adelina Ferrer must also be overruled. She maintained that the land in
question was community property of the marriage of Eulalio Belisario and Paula Ira: that upon
the death of Paula Ira inealed from is modified, and the defendant Mr. Vicente Sotelo Matti,
sentenced to accept and receive from the plaintiff the tanks, the expellers and the motors in

question, and to pay the plaintiff the sum of ninety-six thousand pesos (P96,000), with legal
interest thereon from July 17, 1919, the date of the filing of the complaint, until fully paid, and
the costs of both instances. So ordered.

[No. L-7756, July 30, 1955]

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY, petitioner, vs. CRISPIN
JETURIAN, ET AL., respondents.

Review of the decision of the Court of Industrial Relations. It is not disputed that on September
18, 1923, a "Plan for Employees Pensions" was adopted by the petitioner company, subject to the
conditions set forth therein. On November 6, 1945, the Board of Directors of the Company
adopted a resolution discontinuing the Pension Plan and all payments thereunder, effective
retroactively as of January 1, 1942. Hence this action for monetary benefits allegedly due the
respondent employees under the pension plan. The court below decreed that the prewar
employees of the company be paid according to the "proportion of the length of service rendered
and the age of petitioners concerned as of October 31, 1941, to the service and age limit
requirements of the Pension Plan." Held: The pension plan was not a mere offer of gratuity by
the company, inspired by no other purpose than to benefit its employees, In reality, the plan
sought to induce the employees to continue indefinitely in the service, and to spur them to
greater efforts in its service and increased zeal in its behalf. The plan ripened into a binding
contract upon its implied acceptance of the employees. Not being a donation, there is 110
statutory requirement that acceptance of the plan should be express. The assent or acceptance of
the employees is inferable from their entering the employ of the company, or their stay therein
after the plan was made known.

Petitioner company argues, however, that it can not be made liable except upon fulfillment of the
conditions expressly set in the pension plan (age 50 and 20 years service). But the Company that
violated the contract with its employees, by discontinuing the plan without their consent, is not in
a position now to insist upon the terms of the very contract it has breached (cf. Bosque vs. Yu
Chipco, 14 Phil. 95). In justice to the Company, however, those prewar employees who died or
voluntarily left the service before the outbreak of the war should be excluded from the
distribution of pension benefits.

Decision affirmed with modification. [Philippine Long Distance Telephone Company vs.
Jeturian, et al., 97 Phil. 981(1955)]

G.R. No. 1698

September 26, 1905

JULIAN BORROMEO, plaintiff-appellant,

vs.
JOSE FRANCO Y FRANCO, ET AL., defendants-appellees.
Jose Maria Rosado for appellant.
Jose Maria Memije for appellees.
TORRES, J.:
On the 29th of April, 1902, and before the notary public Jose Maria Rosado y Calvo, a resident
attorney of the city of Manila, Jose Franco, Cesar Franco, Antonio Franco, Manuel Franco,
Soledad Franco, and Catalina Franco, as parties of the first part, the latter in her own behalf and
in behalf of her minor child, Concepcion Franco, and Julian Borromeo y Galan, as party of the
second part, executed a contract as follows:
(1) The six Francos, parties of the first part, declare themselves to be the joint owners of the
frame houses, with nipa roofs built upon lots belonging to the said parties of the first part in
Plaza Recoletos of the city of Cebu, and within the jurisdiction of the Registry of Property of the
Province of Cebu. (2) That no description is given of the said property for lack of the necessary
date; that the property is free from any lien or incumbrance; that they have agreed to sell the said
property to Borromeo y Galan, the party of the second part, and that as evidence of such
agreement they have executed the present instrument, and in virtue thereof they solemnly bind
themselves to transfer absolutely and forever to the said Borromeo, the party of the second part
the aforesaid property under the following terms and conditions, to wit: (a) The consideration for
the sale to be the sum of 2,500 pesos, Mexican currency, the payment of which shall be made
upon the execution of the final deed of sale. (b) The expenses incurred in the execution of the
said deed, as well as in any judicial and extrajudicial proceedings which may be necessary for
the purpose of perfecting the title papers to the said property, including their inscription in the
Registry of Property in the name of the purchaser, Borromeo, shall be borne exclusively by the
latter, whatever the amount of such expense may be. (c) Borromeo, the party of the second part,
is hereby given six months from the date of the execution of this instrument within which to
arrange and complete the documents and papers relating to the said property. (d) Whatever rent
there may be due from the said property from the aforesaid date shall be paid to Borromeo, the
party of the second part, who in consideration thereof shall defray such expenses as may be or
may have been incurred for the preservation and repair of the said property, and who shall pay all
taxes and make all other necessary disbursements, whatever the amount may be, the parties of
the first part assuming no liability therefor. (e) The parties of the first part do not guarantee the
title which they undertake to transfer to Borromeo, party of the second part, nor this promise to
sell. (f) Julian Borromeo shall defray whatever expenses may be incurred by Catalina Franco in
obtaining the necessary judicial authority for the sale of the interest of her minor child in the said
property. The foregoing conditions were accepted by the said Borromeo (p. 13 of the bill of
exceptions).

On the 7th day of January, 1903, Jose Maria Rosado y Calvo, as counsel for Julian Borromeo y
Galan, filed a complaint in the Court of First Instance praying that judgment be rendered in his
favor and against the defendants Jose, Cesar, Manuel, and Catalina Franco, the latter in her own
behalf and in her capacity as guardian of her minor children Antonio and Soledad Franco,
compelling the said defendants to sell to him the property in question under the terms of the
agreement entered into April 29, 1902, and also to pay the costs of proceedings and such
damages as the plaintiff may have sustained and that, in case the property had been transferred to
a third party, a notice of the pendency of this action be served upon the registrar of Cebu, and
alleging that the plaintiff, under the terms of the aforesaid agreement, had taken some judicial
and extra-judicial steps and defrayed the necessary expenses for the completion of the papers and
other documents relating to the property which the defendant had agreed to sell to him; that
although the plaintiff had been unable to complete the said documents he had, nevertheless,
called upon the defendants to comply with their aforesaid promise to sell by executing to him the
necessary deed, but that the defendants refused to do so, alleging that he had not completed the
documents in question within the six months allowed him for this purpose; that defendants
intended to sell, or had already sold the property in question to another person and that Antonio
Franco and Soledad Franco had died on the 9th of June and on the 14th of July, 1903,
respectively, without leaving wills and without descendants; Catalina Franco, the mother of the
deceased, Antonio and Soledad Franco, being the only heir of the said deceased.
Jose Maria Memije, counsel for the defendants, filed his answer on the 22nd of January, 1903,
and asked that the complaint be dismissed and plaintiff ordered to pay the costs of proceedings
and damages, alleging that if the terms of the aforesaid agreement are true, the defendants still
deny that the plaintiff has made any disbursements in connection with the judicial and extrajudicial steps taken by him as alleged; that, assuming that the plaintiff had made such
disbursements, the promise of sale made by the defendants was conditional and the plaintiff
failed to comply with such condition; that Catalina Franco was in fact the heir of her deceased
minor children, Antonio and Soledad; and that the defendants admit the allegations contained in
the fourth paragraph of the complaint, because the plaintiff has failed to comply with the
conditions under which the promise to sell the property to him was made, the defendants being,
therefore, at liberty to dispose of this property in any way they might see fit.
This is an action by the plaintiff to compel the defendants, the owners of the two houses and lots
in question, to comply with their agreement to sell to the former the said property and, inasmuch
as the said agreement is perfectly valid and binding upon the contracting parties in the absence of
any allegation or proof which would preclude the performance of the same, we hold that
plaintiff's petition is in conformity with the law.
It was agreed in the aforesaid instrument, among other things, that the purchaser, Borromeo, as
set out in clause (c), should have six months' time to complete the documents and other papers
relating to the property in question. The six months having expired, and the plaintiff not having
completed the title deeds to the said property, he now seeks to compel the defendants to carry out
their agreement to sell by executing to him the necessary deed of sale.
The agreement on the part of the purchaser to complete the title papers to the said property
within the six months allowed him for this purpose in clause (c) of the agreement is not a

condition subsequent of the obligation to sell, but a mere incidental stipulation which the parties
saw fit to include in the agreement.
By virtue of the provisions of article 1255 of the Civil Code which gives to every person the
right to freely contract, the parties to the aforesaid agreement could have stipulated, among other
things, what they actually stipulated in clause (c). That stipulation is not contrary to law, public
morals, or public policy. But a failure to comply with such a stipulation, and the fact that the
purchaser was unable to complete his title papers to the property in question do not preclude the
performance of the sale which the purchaser now demands.
The vendors should comply with their agreement under such terms and conditions as may be
legally possible in view of the statements made by them as owners of the property in question in
the aforesaid instrument and accepted by the purchaser, that they did not describe the property by
metes and bounds for lack of sufficient information, and that they did not guarantee the deed of
sale which they might execute in favor of the vendee, Borromeo, nor the promise to sell.
If the purchaser accepts the transfer of the property under the terms and conditions stipulated in
the agreement in question and in such a form as to enable the vendors to make such transfer,
even though the documents and other papers relating to the property are not yet completed, the
defendants can not, under the circumstances, refuse to comply with their agreement.
The stipulation contained in the clause in question was merely incidental and not inherent or
essential to the agreement or promise to sell. Such an agreement could have existed without the
clause in question. The purchaser having failed to comply with the said stipulation, and having
sought to enforce the sale agreed upon, the vendors are bound to effect such sale after all the
other conditions stipulated have been complied with.
Article 1451 of the Civil Code provides as follows:
A promise to sell or buy, there being an agreement as to the thing and price, gives a right
to the contracting parties to mutually demand the fulfillment of the contract.
Whenever the promise to purchase and sell can not be fulfilled, the provisions relating to
obligations and contracts of this book shall be observed by the vendor and by the vendee,
as the case may be.
The purchaser having demanded the fulfillment of the promise to sell the two houses herein
referred to, the question arises whether the defendants can properly refuse so to do for the reason
that the purchaser has failed to complete the titles papers thereto as stipulated. We think not.
When the plaintiff, Borromeo, demanded the execution of the sale, even though the documents
were not in proper shape, it must be assumed that he was willing to buy the property even with a
defective title, the perfection of which he expressly undertook to obtain.
The contract in question contains various clauses and stipulations but the defendants refused to
fulfill their promise to sell on the ground that the vendee had not perfected the title papers to the
property in question within the six months agreed upon in clause (c). That stipulation was not an

essential part of the contract and a failure to comply therewith is no obstacle to the fulfillment of
the promise to sell.
The contract in question is a bilateral one containing mutual obligations and the fulfillment of
which may be demanded after the expiration of the aforesaid six months. The obligation to buy
the property in question is correlative with the obligation to sell it, so that upon the execution of
the deed of transfer the purchaser shall pay the sum of 2,500 pesos, Mexican currency, as
stipulates in the written contract referred to.
The obligation which the purchaser, Borromeo, imposed upon himself, to perfect the papers to
the property within a period of six months, is not correlative with the obligation to sell the
property. These obligations to not arise from the same cause. They create no reciprocal rights
between the contracting parties, so that a failure to comply with the stipulation contained in
clause (c) on the part of the plaintiff purchaser within the period of six months provided for in
the said contract, as he, the plaintiff, himself admits, does not give the defendants the right to
cancel the obligation which they imposed upon themselves to sell the two houses in question in
accordance with the provisions of article 1224 of the Civil Code, since no real juridical
bilaterality of reciprocity existed between the two obligations, because the obligation to perfect
the title papers to the houses in question is not correlative with the obligation to fulfill the
promise to sell such property. One obligation is entirely independent of the other. The latter
obligation is not subordinate to nor does it depend upon the fulfillment of the obligation to
perfect the title deeds to the property.
Obligations arising from contracts have legal force between the contracting parties, and must be
fulfilled in accordance with their stipulations. (Art. 1091 of the Civil Code.)
The six months provided for in clause (c) having expired and all the other conditions stipulated
in the agreement of the 29th of April, 1902, having been complied with, and the purchaser,
Borromeo, who was the one principally interested in the perfecting of the title papers to the
property, having demanded the execution of the sale agreed upon in the said instrument, the
vendors must comply with the obligation by them contracted.
In case the aforesaid promise to sell can not be fulfilled, both vendor and vendee may seek their
remedy under the provisions of the Civil Code relating to contracts and obligations, as
contemplated in the last paragraph of article 1451 of the Civil Code above cited.
For the reasons above stated we are of the opinion that the judgment of the court below, dated
October 5, 1903, should be reversed and it is held that the defendants Jose, Cesar, Manuel, and
Catalina Franco are under obligation to sell to the plaintiff, Julian Borromeo, the two houses in
question and the lots upon which they stand, and referred to in the agreement of the 29th of
April, 1902, under the terms and conditions therein stipulated, and without any special order as
to costs.
After the expiration of twenty days let judgment be entered in accordance herewith and the case
be remanded to the court below for proper action. So ordered.

G.R. No. 3862

September 6, 1909

JUAN G. BOSQUE, plaintiff-appellant,

vs.
YU CHIPCO, defendant-appellee.
Juan G. Bosque in his own behalf.
J. F. Boomer for appellee.
JOHNSON, J.:
From an examination of the record it appears that on or about the 1st day of August, 1905, the
plaintiff and defendant entered into a contract by which the latter was to construct a house for the
former and to complete the same within a period of four months after the contract was signed
and delivered. The construction of the house was actually commenced. The plaintiff made some
changes in and additions to the original plans of the house, which changes were agreed to by the
defendant, and a new contract was made relating thereto. It appears that the defendant was
prevented from continuing his work upon the house for the reason that the plaintiff had not
secured a proper permit to make the additions from the authorities of the city of Manila. By
reason of the failure of the plaintiff to obtain a permit to make the said changes and additions, the
defendant was delayed for several weeks. For the construction of the house the plaintiff had
furnished several pieces of timber, alleged to be worth P132. The defendant proved that he had
expanded in labor and money upon the additions made to the house the sum of P500. Under the
first agreement the plaintiff was to make for equal payments for the construction of the house,
each payment to be made when the house was in a certain state of completion. The evidence is
very conflicting with reference to the state of completion at the time when the present differences
arose between the parties. The evidence, however, sustains one fact beyond question, and that is
that it had certainly passed the state of completion when the plaintiff was to make the first
payment upon the original contract. The plaintiff does not allege nor attempt to prove that he
made any payments whatever upon the original contract, nor any payments whatever upon the
second contract for the additions to the original building.
The defendant alleges and proves that by reason of the fact that the plaintiff failed to make the
payments in accordance with the terms of the contract, that he was unable to proceed with the
construction of the house. The plaintiff attempted to prove that the material used by the
defendant in the construction of the house was not of the class which he contracted to furnish.
The defendant's witness all testified that the material was of the kind and character contracted to
be supplied. Finally the house was totally destroyed by a baguio before its completion. On the
19th of December, 1906, the plaintiff commenced the present action for the purpose of
recovering of the defendant the sum of P132, the value of the said pieces of material furnished by
him to the defendant, and the sum of P600 damages for failure of the defendant to complete the
house within the period of four months provided for in the first contract. The defendant answered
the said complaint denied really all of the material allegations of the complaint, set out the
original contract, alleged the new contract and the fact that the plaintiff had refused to make
payments in accordance with the terms of the contract, and asked for a judgment against the
plaintiff in the sum of P1,928.56.

The lower court, after hearing the evidence, found as a matter of fact that each of the parties had
more or less failed to comply with his respective obligation, and said:
It is greatly to be regretted that the parties can not adjust their difficulties amicably. The
condition in which both must be left as a result of this judgment, which appears to be the
only one justified by the evidence, can hardly be satisfactory to either. The plaintiff will
not have this building and the defendant, although he seems to have expended
considerable for labor and material, not receive his contract price.
Thus the lower court balances the failure of one of the parties to comply with his terms of the
contract with the failure of the other to comply with his part of the original contract, and refused
to allow either one a judgment.
The lower court further found that inasmuch as the plaintiff had actually furnished material to the
defendant in the sum of P132, which the defendant had used, that he (the plaintiff) was entitled to
a judgment for that amount.
The lower court further found that inasmuch as the defendant had expended in labor and material
the sum of P500 for additional work and labor performed upon the additions made to the original
building, at the request of the plaintiff, that he (the defendant) was entitled to a judgment against
the plaintiff for that sum.
The conclusion of the lower court was, therefore that the defendant recover of the plaintiff the
sum of P368, being the difference between P500 and P132.
From this judgment of the lower court the plaintiff appealed, basing his appeal upon the
provisions of articles 1124 and 1591 of the Civil Code.
It seems to us that the judgment of the lower court being based purely upon a question of fact, it
should be affirmed, and without any finding as to costs, it is so ordered.
The appellant claims that the lower court committed an error in not deciding that each of the
parties was absolved from any further liability under the said contract, by virtue of the provisions
of article 1124 of the Civil Code. Upon this question we are of the opinion and so hold that while
the court did not expressly pronounce that the parties were absolved from any further obligation
upon the contract, yet, by the very terms of the judgment the said parties must necessarily be
absolved from any further action or liability upon the said contract.
It is clear that the plaintiff did not perform the undertaking which he was bound by the terms of
his agreement to perform; consequently he is not entitled to insist upon the performance of the
contract by the defendant or to recover damages by reason of his own breach. We think the
judgment of the lower court absolved each party from any further liability upon the said contract.
The plaintiff alleges that the lower court committed an error in not making the defendant, the
contractor of the building which was destroyed, liable for the loss and damage which he suffered
by such destruction. The building was destroyed by a baguio. The proof is not sufficient to show

that the destruction was due to defects in the construction of the building, and until that fact had
been established, certainly the plaintiff would not be entitled to damages under the said article.
(Cf. Choy vs. Heredia, 12 Phil. Rep., 259.)
Under all the evidence adduced in the trial of the case in the lower court, we are of the opinion
and so hold that the judgment of the lower court should be affirmed, and without any finding as
to costs. So ordered.