29.

SPOUSES DOROMAL VS CA

A parcel of land in Iloilo were co-owned by 7 siblings all surnamed Horilleno. A Special Power
of Attorney(SPA) was given to their niece Mary Jimenez, who succeeded her father as a co-
owner, for the sale of the land to father and son Doromal. One of the co-owner Filomena
Javellana however did not gave her consent to the sale even though her siblings executed a SPA
for her signature. The co-owners went on with the sale of 6/7 part of the land and a new title for
the Doromals were issued.

Respondent offered to repurchase but petitioners declined due lapse in time for the right of
repurchase. Petitioner also contend that the 30K price was only placed in the deed of sale to
minimize payment of fees and taxes and as such, respondent should pay the real price paid which
was P115, 250.

ISSUE: Whether or not there can be a right to repurchase

HELD:

The 30-day period for the right of repurchase starts only after actual notice not only of a
perfected sale but of actual execution and delivery of the deed of sale.The letter sent to the
respondent by the other co-owners cannot be considered as actual notice because the letter was
only to inform her of the intention to sell the property but not its actual sale. As such, the 30-day
period has not yet commenced and the respondent can still exercise his right to repurchase.

30. GOLDENROD VS CA

Facts:

Barretto and Sons owned parcels of registered land at Carlos Palanca St., Quiapo, Manila, which
was mortgaged by the UCPB. UCPB, foreclosure of the property was issued due to their failure
to pay the obligation. Goldenrod bought the property from Barretto and Sons with an earnest
money of P1M as part of the purchase price. The remaining balance would be paid once Barretto
had consolidated the titles. On the date that Goldenrod was supposed to pay, Goldenrod asked
for an extension. UCPB agreed. When the extension date arrived, Goldenrod asked for another
extension. UCPB refused. Barretto successfully consolidated the titles. Goldenrod informed
Barretto that it would not be able to push through with their agreement. It asked Barretto to
return the 1 million pesos. Barretto did not give in to Goldenrod’s rescission. Instead, it sold the
property that was part of their agreement to Asiaworld. . Goldenrod decided to rescind the
agreement with the Barretto Realty and demanded for the advance payment for the property be
returned.

Issue: whether or not the respondents should return the advance payment of P1M by the
petitioner

HELD:
Yes. Barretto Realty should return the amount of P1M to the petitioner with the legal interest
from the date that the notice of extrajudicial rescission until its payment is fulfilled under the
Article 1385 of the Civil Code provides that rescission creates the obligation to return the things
which were the object of the contract together with their fruits and interest.. The decision banks
on Barretto and Sons’ violation of Articles 22 and 23 of the Civil Code when they refused to
return the advance payment of the petitioner when the sale was not consummated. In the Civil
Code the Article 1482 of the Civil Code which stated that the earnest money given for the
contract of sale shall be considered as part of the price and as proof of the perfection of the
contract and also in There was no agreement between parties to forfeit the payment when the
buyer fails to pay the remaining balance. The extrajudicial rescission of the agreement made by
the petitioner had no response from the respondent meant that the latter admits its veracity and
validity of the petitioner’s claim.

31.EDRADA VS RAMOS

FACTS:

Respondent spouses Eduardo and Carmencita Ramos (respondents) are the owners of two (2)
fishing vessels, the Lady Lalaine and the Lady Theresa. respondents and petitioners executed an
untitled handwritten document contain certain stipulations. Upon the signing of the document,
petitioners delivered to respondents four (4) postdated Far East Bank and Trust Company
(FEBTC) checks payable to cash drawn by petitioner Rosella Edrada, The first three (3) checks
were honored while the fourth check was dishonored because of a stop payment
order. respondents filed an action against petitioners for specific performance with damages
before the RTC, praying that petitioners be obliged to execute the necessary deed of sale of the
two fishing vessels and to pay the balance of the purchase price. Petitioners raised the nature of
the subject document as the primary legal issue. They contend that there was no perfected
contract of sale as distinguished from a contract to sell.

ISSUE: whether or not there was no perfected contract of sale

HELD:

No, An examination of the document reveals that there is no perfected contract of sale.
The agreement may confirm the receipt by respondents of the two vessels and their purchase
price. However, there is no equivocal agreement to transfer ownership of the vessel, but a mere
commitment that documents pertaining to the sale and agreement of payments[are] to follow.
Evidently, the document or documents which would formalize the transfer of ownership and
contain the terms of payment of the purchase price, or the period when such would become due
and demandable, have yet to be executed. But no such document was executed and no such terms
were stipulated upon. The fact that there is a stated total purchase price should not lead to the
conclusion that a contract of sale had been perfected

32. Philippine Free Press vs CA

FACTS:
Petitioner, thru Teodoro Locsin, Sr., filed a case of Annulment of Sale of its building, lot and
printing machineries during the regime of Martial Law to private respondent then represented by
late B/Gen. Menzi on February 26, 1987. Petitioner contends that there was vitiated consent and
gross inadequacy of purchase price during its sale on October 23, 1973. The trial court dismissed
petitioner’s complaint and granted private respondent’s counterclaim. It was elevated to the
Court of Appeals but was also dismissed for lack of merit.

ISSUE:

Whether or not the action for annulment has already prescribed.

HELD

The court Held that it cannot accept the petitioners contention that the period during which
authoritarian rule was in force had interrupted prescription and that the same began to run only
on February 25, 1986, when the Aquino government took power. It is true that under Article
1154 [of the Civil Code] xxx fortuitous events have the effect of tolling the period of
prescription. However, we cannot say, as a universal rule, that the period from September 21,
1972 through February 25, 1986 involves a force majeure that the "dictatorial" period within the
term without distinction, and without, by necessity, suspending all liabilities, however
demandable, incurred during that period, including perhaps those ordered by this Court to be
paid. It is our opinion that claims should be taken on a case-to-case basis. This selective rule is
compelled, among others, by the fact that not all those imprisoned or detained by the past
dictatorship were true political oppositionists, or, for that matter, innocent of any crime or
wrongdoing. Indeed, not a few of them were manipulators and scoundrels

33. CRUZ vs FERNANDO sr.

FACTS:

Petitioners are occupants of the front portion of a property in Baliuag, Bulacan. Respondents
filed RTC a complaint for accion publiciana against petitioners, demanding the latter to vacate
the premises and pay the rentals. Respondent alleged that prior to their acquisition of the
property, the original owners, in a Kasunduan, offered to sell the property to petitioners but the
latter failed to purchase it, hence, they were the ones who bought it. Petitioner assert that the
Kasunduan is perfected contract of sale, hence, respondents are buyers in bad faith having
bought that portion of the property despite the knowledge of the prior sale to them.
.

ISSUE: Whether or not the said Kasunduan is perfected contract of sale

HELD:

The Kasunduan is a contract to sell the court held that Under Article 1458 of the Civil Code, a
contract of sale is a contract by which one of the contracting parties obligates himself to transfer
the ownership and to deliver a determinate thing, and the other, to pay therefore a price certain in
money or its equivalent. In a contract of sale, the title to the property passes to the vendee upon
the delivery of the thing sold, as distinguished from a contract to sell where ownership is
reserved in the vendor and is not to pass to the vendee until the payment of the purchase price.
That the foregoing terms and conditions show that it is a contract to sell and not a contract of
sale. For one, the conspicuous absence of a definite manner of payment of the purchase price in
the agreement confirms the conclusion that it is a contract to sell. This is because the manner of
payment of the purchase price is an essential element before a valid and binding contract of sale
can exist

34.MORALES V. CA

FACTS:

Lot No. 2488 used to belong to Enrique P. Montinola and it is registered under his name. He
allge that his owner's duplicate copy of said certificate had been lost, Montinola succeeded in
securing, from the abovementioned Court , an order for the issuance of a second owner's
duplicate, with which he managed to sell the lot to Pio Reyes. Upon registration of the deed of
sale to Reyes them Sps Abellas purchased the land from Reyes, whereupon the deed of
conveyance, executed by Reyes, was registered and the said land was registered to the abellas
then later on sold it to Deseos who immediately took possession of the property.

Later on it was found , that the first owner's duplicate of TCT No. T-15687 was either never lost
or subsequently found by Montinola, who, making use of it, mortgaged, the lot in question,to the
Philippine National Bank. Upon presentation of the deed of sale in favor of Morales, the latter
was advised by the office of the Register of Deeds of Quezon that said TCT No. T-15687 had
already been cancelled and the property sold, first, to Pio Reyes, and, then, to the Abellas.
Morales filed a petition for the annulment and cancellation of the second owner's copy of TCT
No. T-15687. Morales contended that he has better right of property and same with the other
parties
ISSUE:

Whether or not the sale by Montinola to Reyes and that made by Reyes to the Abellas are null
and void based upon the fact that the consideration stated in the deeds of sale in favor of Reyes
and the Abellas is P1.00.

HELD:

The court held that the syllogism is obviously faulty. The major premise thereof is based upon
the fact that the consideration stated in the deeds of sale in favor of Reyes and the Abellas is
P1.00. It is not unusual, however, in deeds of conveyance adhering to the Anglo-Saxon practice
of stating that the consideration given is the sum of P1.00, although the actual consideration may
have been much more. Moreover, assuming that said consideration of P1.00 is suspicious, this
circumstance, alone, does not necessarily justify the inference that Reyes and the Abellas were
not purchasers in good faith and for value. Neither does this inference warrant the conclusion
that the sales were null and void ab initio. Indeed, bad faith and inadequacy of the monetary
consideration do not render a conveyance inexistent, for the assignor's liberality may be
sufficient cause for a valid contract , whereas fraud or bad faith may render either rescissible or
voidable although valid until annulled, a contract concerning an object certain, entered into with
a cause and with the consent of the contracting parties, as in the case at bar.What is more, the
aforementioned conveyance may not be annulled, in the case at bar, inasmuch as Reyes and the
Abellas are not parties therein

35. LAPERAL vs ROGERS

FACTS:

Roberto Laperal was the registered owner of a residential lot and building situated at No. 1570
Arlegui St., San Miguel, which he bought through Japanese Military War Notes, 1944 .

On April 22, 1946, the Alien Property Custodian of the United States, acting under authority of
the Trading With the Enemy Act, as amended, and Executive Order No. 9095 of the President of
the United States, after finding that the occupation Republic was an instrumentality of the
Japanese Army of occupation during the war, On April 2, 1947, appellee filed a claim for the
return of the

The main allegations of the complaint were that appellee executed the deed of sale of April 12,
1944 in favor of the occupation Republic of the Philippines under duress and due to the threats
employed by the representatives of the Japanese Military Administration, and that the
consideration of P500,000.00 in Japanese Military notes was grossly inadequate.

ISSUE: whether or not appellee executed the Deed of Sale of April 12, 1944 under duress and
due to the threats of the Japanese army;

HELD

we are constrained to affirm such finding, not only (a) because of the well settled rule and
judicial appellate practice that, in the absence of evident error or abuse of discretion in the
evaluation of the evidence, or the failure or refusal of the trial court to take into consideration
some important and material fact, its findings of fact must be accepted (Valez vs. Pine, 76 Phil.
285); not only (b) because appellants presented no evidence to disprove the facts testified to by
appellee and his witnesses

While it is true that during all these years the property in question has been in the possession of
the Republic of the Philippines, it is nonetheless true that appellee has also been in possession of
the money paid to him for the sale of said property. In the absence of concrete evidence showing
considerable disparity in the benefits thus respectively derived by the two parties concerned,
equity will presume that they are more or less the same.

36. DE LEON vs SALVADOR

FACTS:

Eusebio Bernabe’s (judgment debtor) properties were garnished and sold in an auction sale to
satisfy a judgment in a civil case for damages, ordered by the court of Judge Fernando Cruz, in
favor of Enrique De Leon. The highest bidder for the total sum of P30,194.00 was Aurora de
Leon, sister of judgment creditor and herein petitioner. Bernabe was given a redemption period
of 1 year commencing from the time of the auction sale, however, instead of redeeming his
properties, he filed a case to annul the auction sale on the ground of gross inadequacy of price
and for the ordering of a new auction sale. He claimed that his properties, taken together, can
cost around P400,000.00. This second case was assigned to the court of Judge Serafin Salvador
who issued a writ of injunction against respondents and summarily granted the motions of
Bernabe. Hence, Aurora files this case questioning the jurisdiction of Judge Salvador to issue
such orders.

ISSUE: Whether or not auction sale be annulled on the ground of inadequacy of price
HELD:

The court held that in ordinary sales for reasons of equity a transaction may be invalidated on the
ground of inadequacy of price, or when such inadequacy shocks one’s conscience as to justify
the courts to interfere, such does not follow when the law gives to the owner the right to redeem,
as when a sale is made at public auction, upon the theory that the lesser the price the easier it is
for the owner to effect the redemption. And so it was aptly said: ‘When there is the right to
redeem, inadequacy of price should not be material, because the judgment debtor may reacquire
the property or also sell his right to redeem and thus recover the loss he claims to have suffered
by reason of the price obtained at the auction sale.

37.VELASCO vs CA

FACTS:

the plaintiff and the defendant had entered into a CONTRACT OF SALE of land (2,059 sq m) at
for P100,000.00.
On Jan 8, 1964 he tendered the payment of P20,000.00 but the defendant refused to accept and
refused to execute a formal deed of sale.Socorro Velasco is his sister-in-law and that he had
requested her to make the necessary contacts referring to the purchase of the property because he
does not understand English well. On November 29, 1962 Socorro Velasco offered to pay
P10,000.00 as initial payment instead of the agreed P20,000.00 but because the amount was short
of the alleged P20,000.00 the same was accepted merely as deposited and upon request of
Socorro Velasco the receipt was made in the name of her brother-in-law the plaintiff
herein; Then Socorro Velasco failed to complete the down payment of P30,000.00 and neither
has she paid any installments on the balance of P70,000.00 up to the present time; later
onSocorro Velasco tendered payment of P20,000.00, which offer the defendant refused to accept
because it had considered the offer to sell rescinded on account of her failure to complete the
down payment on or before December 31, 1962.

ISSUE: Whether or not there is a consummated sale

HELD:

The court a quo agreed with the respondent's (defendant therein) contention that no contract of
sale was perfected because the minds of the parties did not meet "in regard to the manner of
payment.It is not difficult to glean from the aforequoted averments that the petitioners
themselves admit that they and the respondent still had to meet and agree on how and when the
down-payment and the installment payments were to be paid. Such being the situation, it cannot,
therefore, be said that a definite and firm sales agreement between the parties had been perfected
over the lot in question. Indeed, this Court has already ruled before that a definite agreement on
the manner of payment of the purchase price is an essential element in the formation of a binding
and unforceable contract of sale The fact, therefore, that the petitioners delivered to the
respondent the sum of P10,000 as part of the down-payment that they had to pay cannot be
considered as sufficient proof of the perfection of any purchase and sale agreement between the
parties herein under article 1482 of the new Civil Code, as the petitioners themselves admit that
some essential matter — the terms of payment — still had to be mutually covenanted.

38. SANCHEZ vs RIGOS

FACTS:
Nicolas Sanchez and Severina Rigos executed an instrument entitled “Option toPurchase”
wherein Mrs. Rigos agreed, promised and committed to sell to Mr. Sancheza parcel of land for
the amount of P1,510 within two years from the date of the instrument, with the understanding
that the said option shall be deemed terminated and elapsed if Mr. Sanchez shall fail to exercise
his right to buy the property withinthe stipulated period. Mrs. Rigos agreed and committed to sell
and Mr. Sanchez agreed and committed to buy. But there is nothing in the contract to indicate
that her agreement, promise and undertaking is supported by a consideration distinct from the
price stipulated for the sale of the land. Mr. Sanchez has made several tenders of payment in the
said amount within the period before any withdrawal from the contract has been made by Mrs.
Rigos, butwere rejected nevertheless.

ISSUE: Whether or not the sale is a contract of promise to buy and sell.

HELD:

The Supreme Court affirmed the lower court’s decision. The instrument executed in 1961 is not a
"contract to buy and sell," but merely granted plaintiff an "option" to buy, as indicated by its own
title "Option to Purchase." The option did not impose upon plaintiff Sanchez the obligation to
purchase defendant Rigos' property. Rigos "agreed, promised and committed" herself to sell the
land to Sanchez for P1,510.00, but there is nothing in the contract to indicate that her
aforementioned agreement, promise and undertaking is supported by a consideration "distinct
from the price" stipulated for the sale of the land. The lower court relied upon Article 1354 of the
Civil Code when it presumed the existence of said consideration, but the said Article only applies
to contracts in general.

39. EQUITORIAL REALTY DEV’T INC. vs MAYFAIR THEATER INC.

FACTS:

Carmelo & Bauermann Inc. (Carmelo) owned a parcel of land, together with two 2-storey
buildings constructed thereon located at Claro M Recto Avenue, Manila. Carmelo entered into a
two contract of lease with Mayfair Theater for the latter’s lease of a portion of Carmelo’s
property For use by Mayfair as a motion picture theater and for a term of 20 years both contract
has an option to purchase the Sometime in 1974, Carmelo through Mr. Pascal by a telephone call
told the respondent that it is contemplating to sell the said property and that a certain Jose
Araneta then Respondent in its reply mentioned a stipulated part of the contract as to when
Carmelo would decide to sell the property. Carmelo did not reply. Mayfair instituted the action a
quo for specific performance and annulment of the sale of the leased premises to Equatorial.

ISSUE: Whether or not the OPTION CLAUSE IN THE CONTRACTS OF LEASE IS

ACTUALLY A RIGHT OF FIRST REFUSAL PROVISO

HELD:

The court agree with the respondent Court of Appeals that the aforecited contractual stipulation
provides for a right of first refusal in favor of Mayfair. It is not an option clause or an option
contract. It is a contract of a right of first refusal. That in the case of Beaumont vs. Prieto,
unequivocal was our characterization of an option contract as one necessarily involving the
choice granted to another for a distinct and separate consideration as to whether or not to
purchase a determinate thing at a predetermined fixed price. The court also cited, Bouvier
defines an option as a contract, in the following language: A contract by virtue of which A, in
consideration of the payment of a certain sum to B, acquires the privilege of buying from, or
selling to B, certain securities or properties within a limited time at a specified price.

40. PAREDES vs. ESPINO

FACTS:
Paredes filed an action for specific performance and damages to Espino to execute a deed of sale
and to pay damages. The complaint alleged that Espino had entered into the sale to Paredes of
Lot. 67 of the Puerto Princesa Cadastre at P4.00 a square meter. According to Paredes, said deal
had been closed by letter and telegram but the actual execution of the deed of sale and payment
of the price were deferred to the arrival of Espino at Puerto Prinsesa. However, upon Espino’s
arrival, he refused and to execute the deed of sale. As a result, Paredes lost expected profits from
a resale of the property. Espino filed a motion to dimiss on the ground that the complaint stated
no cause of action and was unenforceable under the Statute of Frauds. The CFI dismissed
complaint there being no written contract

ISSUE: Whether or not the contract is unenforceable

HELD :

The court cited the ruled by us in Shaffer vs. Palma, L-24115, March 1, 1968, whether the
agreement is in writing or not, is a question of evidence; and the authenticity of the writing need
not be established until the trial is held. The plaintiff having alleged that the contract is backed
by letter and telegram, and the same being a sufficient memorandum, his cause of action is
thereby established, especially since the defendant has not denied the letters in question. At any
rate, if the Court below entertained any doubts about the existence of the written memorandum,
it should have called for a preliminary hearing on that point, and not dismissed the complaint.

41. INIGO vs MALOTO

FACTS:

Adriana Maloto paid P10,000.00 as purchase price for the disputed house and lot of 453 square
meters, located in Iloilo City. The deed of sale was to be executed later on. Plaintiff did not press
Adriana Maloto for a receipt for the money paid considering the "almost filial relationship"
between the two (plaintiff is a niece of Adriana's deceased husband), and because plaintiff was
told by Adriana that the matter of the preparation of the said receipt and the deed of sale was to
be referred to the latter's lawyer, Atty. Sulpicio Palma.. On October 20, 1963, Adriana died.
Thereafter, the Torrens title to the property was transferred in the name of the present
defendants, nephews and niece of Adriana Maloto, after settlement of the latter's estate. Formal
demand for the execution of a deed of sale by said defendants was rejected by them.Hence
resulted for the defendant to file a suit.

ISSUE : Whether or not the suit is enforceable

HELD:

The court think that the decision in the ejectment case is an obstacle to the present suit. The
simple reason is that an action of ejectment is no bar to another contesting ownership That the
question of ownership was in reality seriously presented before the city court. So that,
possession, the problem before the city court, could not have been properly
resolved there without first settling that of ownership. Since the issue of ownership became
apparent in the course of the trial of the ejectment case aforesaid, the city court lost jurisdiction
to proceed further with the trial thereof and the judgment thereon

42. CUYUGAN vs SANTOS

FACTS

The plaintiff is the sole heir of his mother, Guillerma Cuyugan y Canda, deceased;that in the year
1895 she borrowed the sum of P3,500 from the defendant and executed, at the same time, the
document, Exhibit C, attached to the complaint, which purports on its face to be a deed of sale of
the land described therein, with a reservation in favor of the vendor of the right to repurchase for
the sum of P3,500; that although the instrument purports on its face to be a deed of sale, it was
intended by the parties merely to evidence the loan of the nominal purchase price and to serve as
a security for the repayment of the amount of the loan;

ISSUE Whether it is a contract of sale or mortgage

HELD:

It is insisted, on behalf of the defendants, that this question is to be determined by inspection of

the written papers alone, oral evidence not being admissible to contradict, vary, or add to, their
contents. To insist on what was really a mortgage, as a sale, is in equity a fraud, which cannot be
successfully practiced, under the shelter of any written papers, however precise and complete
they may appear to be.

In the light of these elementary and basic principles of the Code there can be no question, in the
absence of express statutory prohibition, as to the validity of an agreement or understanding
whereby the lender of money, who as security for the repayment of the loan has taken a deed to
land, absolute on its face or in the form of a deed reserving a mere right of repurchase to the
vendor, obligates himself to hold such deed, not as evidence of a contract of sale but by way of
security for the repayment of the debt; and that unless the rights of innocent third persons have
intervened the lender of the money may be compelled to comply specifically with the terms of
such an agreement, whether it be oral or written; and further, that he will not be permitted, in
violation of its terms, to set up title in himself or to assert a claim or absolute ownership.