Professional Documents
Culture Documents
*
G.R. No. 134219. June 8, 2005.
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* SECOND DIVISION.
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are not inclined to rule that the transaction in this case offended
good customs and morals. It should be emphasized that the
proscription imposed by Ayala Corporation was on the resale of
the property without a residential house having been constructed
thereon. The condition did not require that the original lot buyer
should himself construct a residential house on the
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property, only that the original buyer may not resell a vacant lot.
In view of our finding that the agreement between the parties was
a mere contract to sell, no violation of the condition may be
inferred from the transaction as no transfer of ownership was
made. In fact, the agreement in this case that petitioners will
construct a residential house on the property in the name of the
Salvadors (who retained ownership of the property until the
fulfillment of the twin conditions of payment and construction of a
residence) was actually in compliance with or obeisance to the
condition.
Same; Taxation; Capital gains taxes are only imposed on
gains presumed to have been realized from sales, exchanges or
dispositions of property.—The issue of whether the agreement
violated the law as it deprived the government of capital gains tax
is wholly irrelevant. Capital gains taxes, after all, are only
imposed on gains presumed to have been realized from sales,
exchanges or dispositions of property. Having declared that the
contract to sell in this case was aborted by petitioners’ failure to
comply with the twin suspensive conditions of full payment and
construction of a residence, the obligation to pay taxes never
arose. Hence, any error the appellate court may have committed
when it passed upon the issue of taxes despite the fact that no
evidence on the matter was pleaded, adduced or proved is rather
innocuous and does not warrant reversal of the decisions under
review.
TINGA, J.:
1
In the instant Petition, spouses
2
Mario and Elizabeth
Torcuator assail the Decision of the Court of Appeals in
C.A.G.R. CV No.
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The subject of this action is Lot 17, Block 5 of the Ayala Alabang
Village, Muntinlupa, MetroManila, with an area of 569 square
meters and covered by TCT No. S79773. The lower court found
that the above parcel of land was purchased by the spouses
Diosdado and Lourdes Salvador (Salvadors, for short) from the
developers of Ayala Alabang subject, among others, to the
following conditions:—
“It is part of the condition of buying a lot in Ayala Alabang Village (a)
that the lot buyer shall deposit with Ayala Corporation a cash bond
(about P17,000.00 for the Salvadors) which shall be refunded to him if he
builds a residence thereon within two (2) years of purchase, otherwise the
deposit shall be forfeited, (b) architectural plans for any improvement
shall be approved by Ayala Corporation, and (c) no lot may be resold by
the buyer unless a residential house has been constructed thereon (Ayala
Corporation keeps the Torrens Title in their [sic] possession).
(p. 5, RTC Decision)
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“From all the foregoing disquisition, especially since the plaintiffs did not
suffer any real damage (by January, 1987 they could have purchased
another lot in Ayala Alabang, and the architectural plans they
commissioned Arch. Selga to prepare could then be used by the
plaintiffs), the complaint filed by the plaintiff spouses is dismissed. Since
the plaintiff acted with sincerity and without delay in asserting what
they believed to be their prerogatives, i.e., without any malice or desire to
take advantage of another, the counterclaim interposed by the Bernabes
against the Torcuator spouses is similarly dismissed.
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sales, i.e., the first sale between the Salvadors and the
Bernabes and the second between the Bernabes and6
Torcuators, taxes should have been paid for both transfers.
The Court of Appeals denied 7
petitioners’ motion for
reconsideration in its Resolution dated June 15, 1998.
Petitioners then filed the instant petition, averring that
the appellate court erred in dismissing their appeal on the
strength of issues which were neither pleaded nor proved.
The conditions allegedly imposed by Ayala Corporation on
the sale of lots in Ayala Alabang Village were: “(a) that the
lotbuyer shall deposit with Ayala Corporation a cash bond
(about P17,000.00 for the Salvadors) which shall be
refunded to him if he builds a residence thereon within two
(2) years of purchase, otherwise the deposit shall be
forfeited; (b) architectural plans for any improvement shall
be approved by Ayala Corporation; and (c) no lot may be
resold by the buyer unless a residential house has been
constructed thereon (Ayala Corporation
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keeps the Torrens
title in their (sic) possession.)”
According to petitioners, the stipulation prohibiting the
sale of vacant lots in Ayala Alabang Village, adverted to by
the appellate court in its decision as evidence that the sale
between the Bernabes and the Torcuators was tainted with
serious irregularities, was never presented or offered in
evidence by any of the parties. Without such stipulation
having been presented, marked and offered in evidence, the
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25
Conformably with Article 1405 of the Civil Code, however,
respondents’ acceptance of the agreement foisted by
petitioners on them is deemed to have arisen from their
failure to object to the26 testimony of petitioner Mario
Torcuator on the matter 27
and their crossexamination of
said petitioner thereon.
Be that as it may, considering our ruling that the
agreement was a contract to sell, respondents were not
obliged to convey title to the property before the happening
of two (2) suspensive conditions, namely: full payment of
the purchase price and construction of a residence on the
property. They were acting perfectly within their right
when they considered the agreement cancelled after
unsuccessfully demanding payment from petitioners.
That said, the question of whether the transaction
violated the Uniform Currency Act, Republic Act No. 529,
is already moot. The contract having been cancelled, any
resolution regarding the validity of the stipulation
requiring payment of the purchase price in foreign currency
would not serve any further purpose.
Petitioners next insist that the condition requiring the
construction of a house on any residential lot located in
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31 Rollo, p. 119.
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Q Can you tell the Court where is the original of this
document?
A All of the original copies of that letter are with the
defendant Bernabe, sir.
Q Can you tell the Court how did you come to have a
xerox copy of this document?
A Yes, because as soon as the copies of the documents
for the transaction were signed by Mrs. Salvador
who was then in New York, they were sent by the
spouses to the daughter of Mr. Salvador who in turn
told me that all the originals are supposed to be
delivered to Mr. Bernabe and I was given a xerox
copy of the same.
ATTY. J. DE DIOS, JR.
And which for purpose of identification, your Honor,
may we request that this letter addressed to Ayala
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Petition denied.
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