Sanchez v.

Mapalad Corp Elements of Contract of Sale

Who:
1. Manuel Luis Sanchez bought the properties during the pendency of the case at the trial court;
intervened in CA.
2. Mapalad Realty Corp. registered owner of four (4) parcel of land located along Roxas
Boulevard, Baclaran, Paraaque.
3. Jose Y. Campos executed an affidavit admitting, among others, Mapalad was one of the
companies he held in trust for the former President Marcos.
4. PCGG issued writs of sequsation for Mapalad and all its properties.
5. Felicito L. Manalili former director and general manager of Mapalad Corp.
6. Rolando E. Josef was appointed as VP/Treasurer and General Manager of Mapalad in August 2,
1992.
7. Luis R. Narciso an employee of Port Center Development Corp. (sister company of Mapalad)
8. Felimon Oliquiano, Jr. president of Nordelak Development Corp.
9. Miguel Magsaysay President and board chairman of Mapalad.
10. Elpidio T. Clemente Notary Public

What:
1. Missing four (4) TCT;
2. Petition for annulment of deed of sale and reconveyance of title with damages;
3. Fictitious sale.

Facts:
1. Josef, after being appointed as the new VP/Treasurer and General Manager of Mapalad in
August 2, 1992, made an inventory of all the assets of Mapalad Corp;
2. Josef found out that four (4) TCT were missing;
3. Josef ask Narciso, an employee of Port Center Development Corp, sister company of Mapalad,
where are the four (4) TCTs;
4. Narciso said that the four (4) TCTs were taken by Felicito L. Manalili, former director and general
manager of Mapalad Corp;
5. Josef ask Manalili personally to return the TCTs;
6. Manlili said that he will return the TCTs as soon as he found them, but he never did;
7. Felimon Oliquiano, Jr. filed a notice of adverse claim over the subject properties based on a
deed of sale purportedly executed on November 2, 1989 by Miguel Magsaysay for purchase
price of P20,190,000.00;
8. DOS was notarized by Clemente;
9. Josef sent RD 3 successive letters informing them that the four (4) TCTs were missing and
requested RD not to entertain any transaction, particularly any attempt to transfer ownership
thereof, or annotate any encumbrance or lien of any kind on these TCTs;
10. RD instructed him to submit a verified petition or cancellation of adverse claim which Josef
complied;

/YDR
 11. Mapalad discovered that the four (4) TCTs were cancelled as early as December 22, 1992, and
were placed in the name of Nordelak by virtue of another Deed of Sale dated November 2, 1989
purportedly signed by Miguel Magsaysay;
12. Total purchase price was P7, 268, 400.00 instead of P20,190,000.00;
13. October 13, 1978 Magsaysay acquired ownership of all shares of stock of Mapalad;
14. December 3, 1982 A. Magsaysay, Inc. sold all its shares to Novo Properties, Inc.
15. Magsaysay also sold his one and only share to Novo Properties, Inc.
16. Miguel Magsaysay denied having signed the DOS;
17. January 19, 1993 PCGG asked Paraaque RD to immediately recall, revoke and cancel the 4
titles that were issued in favor of Nordelak; issued also a writ of injunction;
18. RD requested Nordelak to surrender the titles issued in its name but refused;
19. Petition for annulment of deed of sale and reconveyance of title with damages were filed by
Mapalad against Nordelak;

Issue
1. Whether or not there was a valid sale between Mapalad and Nordelak.

RTC:
1. Declared Manalili in default for failure to file and answer;
2. October 24, 1994 Nordelak sold the property to a certain Manuel Luis S. Sanches for 50M
while the case is still pending;
3. Ruled in favor of Nordelak;
4. Mapalad failed to adduce positive proof of forgery;
5. Upheld the validity of DOS;

CA:
1. Declared DOS null and void;
2. Ordered to cancel the TCT issued by RD to Sanchez;
3. Miguel Magsaysay was no longer the Mapalads President and Chairman of the Board when the
subject deed of absolute sale was executed on November 2, 1989;
4. Magsaysay sold his one and only share to Novo Properties;
5. Manalili, for the purpose of registering the properties took the TCT from Narciso and never
returned the same;
6. Notary Public did not submit a copy of said deed in the Notarial Section of the RTC of Manila;
7. That there was no consideration that was received by Mapalad from the sale;
8. That Sanchez was not a buyer in good faith;

SC
1. Sustained the CA finding and conclusion;
2. Magsaysay did not sign any DOAS for as early 1982 he had divested himself of all his interests in
the said corporation;
3. That there is no valid contract of sale between Mapalad and Nordelak;

/YDR
4. Contract defined a juridical convention manifested in legal form, by virtue of which one or
more persons bind themselves in favor of another, or others, or reciprocally, to the fulfillment of
a prestation to give, to do, or not to do.
5. Elements of Contract: CONSENT of contracting parties, OBJECT certain which is the SUBJECT
MATTER of the contract, and the CAUSE of the obligation which is established.
6. Essential requisites of a valid contract of sale: CONSENT of the parties, OBJECT certain which is
the subject matter of the contract, and CAUSE of the obligation which is established.
7. That contract of sale is perfected by mere CONSENT (Meeting of the Minds);
8. That Miguel Magsaysay has no authority or legal capacity to give consent in the contract of sale
between Mapalad and Nordelak for he had divested himself long before the sale;
9. Lack of Consent on the part of Mapalad = voidable;
10. Lack of Consideration = void ab initio;
11. That Sanchez is not a buyer in good faith.

/YDR