Sps. Onnie and Amparo Herrera vs. Caguiat Facts: Sps.

Onnie and Amparo Herrera are the registered owners of a lot. Godofredo Caguiat offered to buy the lot. Petitioners agreed to sell it. Respondent then gave P100,000.00 as partial payment evidenced by a Receipt for Partial Payment issued to him, promising to pay the balance of the purchase price on or before a certain date, and then they will execute and sign the final deed of sale. On the date of payment, respondent then wrote petitioners of his readiness to pay the balance and requesting them to prepare the final deed of sale. In reply, petitioners informed through their counsel that they are leaving for abroad and thus cancelling the transaction. Petitioners informed them that they can recover the earnest money at any time and even delivered to respondents counsel a PNB Managers Check worth P100,000.00 payable to him. Because of the cancellation, respondent filed a complaint for specific performance plus damages. Arguments: Sps. Onnie and Amparo: the Receipt is not a perfected contract of sale as provided for in Article 1458 in relation to Article 1475 of the Civil Code. The delivery to them of P100,000.00 as down payment cannot be considered as proof of the perfection of a contract of sale under Article 1482 of the same Code since there was no clear agreement between the parties as to the amount of consideration. Caguiat: As ruled by the trial court, affirmed by the CA, there was a perfected contract of sale relying on the earnest money given by respondent to petitioners, invoking Art 1482 of the CC. Issue: WON it is a contract to sell (petitioner) or a contract of sale (respondent) Alternatively, WON the P100,000.00 paid by Caguiat to Sps. Onnie and Amparo Herrera can be considered as earnest money contemplated in Art. 1482. Held: It was a contract to sell. The earnest money paid was for a contract to sell and not a contract of sale, thus rendering art.1482 not applicable. It is true that Article 1482 of the Civil Code provides that "Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and proof of the perfection of the contract." However, this article speaks of earnest money given in a contract of sale. In this case, the earnest money was given in a contract to sell. The earnest money forms part of the consideration only if the sale is consummated upon full payment of the purchase price. Now, since the earnest money was given in a contract to sell, Article 1482, which speaks of a contract of sale, does not apply. The suspensive condition (payment of the balance by respondent) did not take place. Clearly, respondent cannot compel petitioners to transfer ownership of the property to him.