Acap v

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1. Acap v. CA [G.R. No. 118114. December 7, 1995.]

First Division, Padilla (J): 4 concurring

Facts: The title to Lot 1130 of the adastral !urve" of #inigaran, $egros %ccidental &asevidenced '" %T1*1+- The lot has an area of 13,+*0 s.- /- The title &as issued and isregistered in the na/e of souses !antiago as.ue2 and Loren2a %ru/a- fter 'oth sousesdied, their onl" son Feli'erto inherited the lot- 5n 1+6, Feli'erto eecuted a dul" notari2eddocu/ent entitled 7Declaration of #eirshi and Deed of 'solute !ale8 in favor of os/ePido- !ince 190, Teodoro ca had 'een the tenant of a ortion of the said land, coveringan area of ,600 s.- /- hen o&nershi &as transferred in 1+6 '" Feli'erto to os/ePido, ca continued to 'e the registered tenant thereof and religiousl" aid his leaseholdrentals to Pido and thereafter, uon Pido;s death, to his &ido& Laurenciana- The controvers"'egan &hen Pido died interstate and on *+ $ove/'er 1d" de los e"es- The docu/ent &as signed'" all of Pido;s heirs- >d" de los e"es did not sign said docu/ent- 5t &ill 'e noted that at theti/e of os/e Pido;s death, title to the roert" continued to 'e registered in the na/e ofthe as.ue2 souses- ?on o'taining the Declaration of #eirshi &ith aiver of ights in hisfavor, de los e"es @led the sa/e &ith the egistr" of Deeds as art of a notice of anadverse clai/ against the original certi@cate of title-

Thereafter, delos e"es sought for ca to ersonall" infor/ hi/ that he had 'eco/e thene& o&ner of the land and that the lease rentals thereon should 'e aid to hi/- Delos e"esalleged that he and ca entered into an oral lease agree/ent &herein ca agreed to a"10 cavans of ala" er annu/ as lease rental- 5n 1

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1. Asserted rigt or c!aim to o"#ersip #ot s$%cie#t per se to give rise too"#ersip over te resn asserted right or clai/ to o&nershi or a real right over a thing arising fro/ a

=uridical act, ho&ever =usti@ed, is not er se suCcient to give rise to o&nershi overthe res- That right or title /ust 'e co/leted '" ful@lling certain conditions i/osed'" la&- #ence, o&nershi and real rights are ac.uired onl" ursuant to a legal /ode

or rocess- hile title is the =uridical =usti@cation, /ode is the actual rocess ofac.uisition transfer of o&nershi over a thing in .uestion-

*- C!asses o& modes o& ac'$iri#go"#ersip?nder rticle +1* of the ivil ode, the /odes of ac.uiring o&nershi are generall"classi@ed into t&o (*) classes, na/el", the original /ode (i-e, through occuation,ac.uisitive rescrition, la& or intellectual creation) and the derivative /ode (i-e-,through succession /ortis causa or tradition as a result of certain contracts, such assale, 'arter, donation, assign/ent or /utuu/)-

(. Co#tract o& )a!e* +Dec!aratio# o& eirsip a#d -aiver o& Rigts a#e/tra0$dicia! sett!eme#t bet"ee# eirs $#der R$!e 74 o& te R$!es o& Co$rt5n a ontract of !ale, one of the contracting arties o'ligates hi/self to transfer theo&nershi of and to deliver a deter/inate thing, and the other art" to a" a ricecertain in /one" or its e.uivalent- %n the other hand, a declaration of heirshi and&aiver of rights oerates as a u'lic instru/ent &hen @led &ith the egistr" of Deeds&here'" the intestate heirs ad=udicate and divide the estate left '" the decedenta/ong the/selves as the" see @t- 5t is in eect an etra=udicial settle/ent 'et&eenthe heirs under ule +4 of the ules of ourt- 5n the resent case, the trial court erredin e.uating the nature and eect of the Declaration of #eirshi and aiver of ightsthe sa/e &ith a contract (deed) of sale-

4. )a!e o& ereditar rigts a#d "aiver o& ereditar rigts disti#g$ised

There is a /arAed dierence 'et&een a sale of hereditar" rights and a &aiver ofhereditar" rights- The @rst resu/es the eistence of a contract or deed of sale'et&een the arties- The second is, technicall" seaAing, a /ode of etinction ofo&nershi &here there is an a'dication or intentional relin.uish/ent of a Ano&n right&ith Ano&ledge of its eistence and intention to relin.uish it, in favor of otherersons &ho are coheirs in the succession- 5n the resent case, de los e"es, 'eingthen a stranger to the succession of os/e Pido, cannot conclusivel" clai/o&nershi over the su'=ect lot on the sole 'asis of the &aiver docu/ent &hichneither recites the ele/ents of either a sale, or a donation, or an" other derivative/ode of ac.uiring o&nershi-

5. )$mmo# o& 2i#istr o& Agraria# Re&orm does #ot co#c!$de act$a!it o& sa!e#or #otice o& s$c sa!e

The conclusion, /ade '" the trial and aellate courts, that a 7sale8 transired'et&een os/e Pido;s heirs and de los e"es and that ca ac.uired actualAno&ledge of said sale &hen he &as su//oned '" the Binistr" of grarian efor/ todiscuss de los e"es; clai/ over the lot in .uestion, has no 'asis 'oth in fact and inla&-

3. A #otice o& adverse c!aim does #ot prove o"#ersip over te !ot* Adversec!aim #ot s$%cie#t to ca#ce! te certicate o& ti!e a#d &or a#oter to beiss$ed i# is #ame notice of adverse clai/, '" its nature, does not ho&ever rove rivateresondent;s o&nershi over the tenanted lot- 7 notice of adverse clai/ is nothing'ut a notice of a clai/ adverse to the registered o&ner, the validit" of &hich is "et to'e esta'lished in court at so/e future date, and is no 'etter than a notice of lis

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endens &hich is a notice of a case alread" ending in court-8 5n the resent case,&hile the eistence of said adverse clai/ &as dul" roven (thus 'eing @led &ith theegistr" of Deeds &hich contained the Declaration of #eirshi &ith aiver of rightsan &as annotated at the 'acA of the %riginal erti@cate of Title to the land in.uestion), there is no evidence &hatsoever that a deed of sale &as eecuted'et&een os/e Pido;s heirs and de los e"es transferring the rights of the heirs to

the land in favor of de los e"es- De los e"es; right or interest therefore in thetenanted lot re/ains an adverse clai/ &hich cannot '" itself 'e suCcient to cancelthe %T to the land and title to 'e issued in de los e"es; na/e-

7. ra#sactio# bet"ee# eirs a#d de !os Rees bi#di#g bet"ee# parties, b$tca##ot a6ect rigt o& Acap to te#a#ted !a#d "ito$t correspo#di#g proo&tereo&hile the transaction 'et&een Pido;s heirs and de los e"es /a" 'e 'inding on 'otharties, the right of ca as a registered tenant to the land cannot 'e erfunctoril"forfeited on a /ere allegation of de los e"es; o&nershi &ithout the corresondingroof thereof- ca had 'een a registered tenant in the su'=ect land since 190 andreligiousl" aid lease rentals thereon- 5n his /ind, he continued to 'e the registeredtenant of os/e Pido and his fa/il" (after Pido;s death), even if in 1

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P 1,

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>$ e? @ Co. v. Go#a!es

Facts:

contract &as eecuted 'et&een the herein arties, &here'" Br- Hasilio Ion2alesacAno&ledges the receit of P3,000 fro/ u TeA K o-, and that in consideration of &hich heo'ligates hi/self to deliver to the latter 900 iculs of sugar of the @rst and second grade,according to the result of olari2ation, &ithin 3 /onths- There is a stiulation roviding forrescission &ith P1,*00 enalt" in case of failure to deliver- $o sugar &as delivered, solainti @led a case ra"ing for the =udg/ent of P3,000 lus P1,*00- P3,000 &as a&arded,thus, 'oth arties aealed-

5ssues:

(1) hether co/liance of the o'ligation to deliver deends uon the roduction indefendant;s lantation

(*) hether there is a erfected sale

(3) hether li.uidated da/ages of P1,*00 should 'e a&arded to the lainti

#eld:

(1) There is not the slightest inti/ation in the contract that the sugar &as to 'e raised '" thedefendant- Parties are resu/ed to have reduced to &riting all the essential conditions oftheir contract- hile arol evidence is ad/issi'le in a variet" of &a"s to elain the /eaningof &ritten contracts, it cannot serve the urose of incororating into the contract additionalconte/oraneous conditions &hich are not /entioned at all in the &riting, unless there has'een fraud or /istaAe- 5t /a" 'e true that defendant o&ned a lantation and eected toraise the sugar hi/self, 'ut he did not li/it his o'ligation to his o&n cro of sugar- %urconclusion is that the condition &hich the defendant seeAs to add to the contract '" arolevidence cannot 'e considered- The rights of the arties /ust 'e deter/ined '" the &ritingitself-

(*) e conclude that the contract in the case at 'ar &as /erel" an eecutor" agree/ent aro/ise of sale and not a sale- t there &as no erfected sale, it is clear that articles 146*,109, and 11

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There is a erfected sale &ith regard to the 7thing8 &henever the article of sale has 'eenh"sicall" segregated fro/ all other articles-

Facts: Ion2ale2 received P3,000 fro/ u TeA and o- and in echange, the for/er o'ligatedhi/self to deliver 900 iculs of sugar of the @rst and second grade, according to the result ofthe olari2ation, &ithin the eriod of three /onths- 5t &as also stiulated that in caseIon2ales fails to deliver, the contract &ill 'e rescinded he &ill 'e o'ligated to return theP3,000 received and also the su/ of P1,*00 '" &a" of inde/nit" for loss and da/ages-

Plainti roved that no sugar had 'een delivered to hi/ under the contract nor had he 'eena'le to recover the P3,000-

Ion2ales assu/ed that the contract &as li/ited to the sugar he /ight raise uon his o&nlantation that the contract reresented a erfected sale and that '" failure of his cro he&as relieved fro/ co/l"ing &ith his undertaAing '" loss of the thing due-

5ssue:

hether or not there &as a erfected contract of sale

#eld:

$o- This court has consistentl" held that there is a erfected sale &ith regard to the 7thing8&henever the article of sale has 'een h"sicall" segregated fro/ all other articles-

5n the case at 'ar, the undertaAing of the defendant &as to sell to the lainti 900 iculs ofsugar of the @rst and second classes- as this an agree/ent uon the 7thing8 &hich &as theo'=ect of the contractM For the urose of sale its 'ulA is &eighed, the custo/ar" unit of&eight 'eing deno/inated a 7icul-8 $o&, if called uon to designate the article sold, it isclear that the defendant could onl" sa" that it &as 7sugar-8 #e could onl" use this genericna/e for the thing sold- There &as no 7aroriation8 of an" articular lot of sugar- $eitherart" could oint to an" seci@c .uantit" of sugar and sa": 7This is the article &hich &as thesu'=ect of our contract-8

e conclude that the contract in the case at 'ar &as /erel" an eecutor" agree/ent aro/ise of sale and not a sale- There &as no erfected sale-

=E;AN AND, petitio#er, vs. CEBR EH AIIA) a#d BGNJEKB)ADA, JNC., respo#de#ts.

This is a etition for revie& on certiorari to reverse and set aside the decision of the ourt ofeals in --I-- $o- 4+616-

Petitioner Jovan Land, 5nc- is a cororation engaged in the real estate 'usiness- 5ts Presidentand hair/an of the Hoard of Directors is one Joseh !"-

Private resondent >ugenio Nuesada is the o&ner of the N Huilding located on an

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and 5ndustrial HanA (P5H) &as enclosed there&ith as earnest /one"- This second oer, &ithearnest /one", &as again re=ected '" onrado Nuesada- ?ndaunted, Joseh !", on ugust10, 1

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&as alread" a erfected agree/ent to sell as resondent can 'e said to have accetedetitionerRs a"/ent in the for/ of a checA &hich &as enclosed in the third letter-

#o&ever, as correctl" elucidated '" the ourt of eals:

O!" insisted in his testi/on" that this oer of P1*B &as acceted '" onrado Nuesada 'utthere is nothing &ritten or docu/entar" to sho& that such oer &as acceted '" onrado

Nuesada- hile !" clai/ed that the accetance could 'e gleaned fro/ the notation in thethird &ritten oer, the court is not i/ressed thereon ho&ever 'ecause the notation /erel"states as follo&s: Oeceived %riginal, (!)onrado NuesadaO and 'elo& this signature is O4a/ining thethird &ritten oer, it aears that &hen it &as @rst t"e&ritten, this P11B &as noted to have

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'een corrected, and that as er his testi/on", !" had increased it to P1*B- This is thereason according to !" &h" there &as a sueri/osition of the nu/'er R1*R over the nu/'erR11R to /ean P1*B as the revised consideration for the sale of the roert" in .uestion-O9Q

esondent court thus concluded that:

O sinceQ the /atter of evaluation of the credi'ilit" of &itnessesQ is addressed to the

trial court and unless clearl" contrar" to the records 'efore ?s, the @ndings of the said courtare entitled to great resondent on aeal, it &as Joseh !"Rs idea to oer the earnest/one", and the evidence to sho& that Joseh !" acceted the sa/e, is &anting- O+Q

and accordingl" aCr/ed the trial court =udg/ent aealed fro/-

s sho&n elucidated a'ove, &e agree &ith the @ndings and conclusions of the trial court andthe resondent court- $either has etitioner osited an" ne& issues in the instant etitionthat &arrant the further eercise '" this court of its revie& o&ers-

#>>F%>, re/ises considered, this etition is D>$5>D-

osts against etitioner-

AJIBNAN ;). AJIBNAN, =R.

I-- $o- 13*416, Januar" 30, *00*

Facts:

esondent Hraulio atiunan Jr- is the registered o&ner of a lot and a @vedoor aart/entconstructed thereon, &hich &ere occuied '" lessees- esondent assisted '" his 'rotheretitioner Biguel entered into a Deed of 'solute !ale &ith 'rothers >dardo Halgu/a andLeooldo Halgu/a, Jr- ( coetitioners), reresented '" their la&"erfather involving thesu'=ect roert" for a consideration of P1

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#eld:

The !ure/e ourt found the etition devoid of /erit- There &as a vitiated consent on theart of the resondent as he signed the Deed of 'solute !ale &ithout the re/otest idea of&hat it &as and received no consideration thereof- The contract entered into '" the arties

'eing voida'le contract, &as correctl" annulled on aeal-

contract of sale is 'orn fro/ the /o/ent there is a /eeting of /inds uon thething &hich is the o'=ect of the contract and uon the rice- This /eeting of /inds seaAs ofthe intent of the arties in entering the contract resecting the su'=ect /atter and theconsideration thereof- Thus, the ele/ents of a contract of a sale are consent, o'=ect, andrice in /one" or its e.uivalent- ?nder rt- 1330 of $, consent /a" 'e vitiated '" an" ofthe follo&ing: /istaAe, violence, inti/idation, undue inSuence, and fraud- The resence ofan" of these vices renders the contract voida'le-

contract &here one of the arties is incaa'le of giving consent or &here consent isvitiated '" /istaAe, fraud, or inti/idation is not void a' initio 'ut onl" voida'le and is'inding uon the arties unless annulled roer court action- The eect of annul/ent is to

restore the arties to the status .uo ante insofar as legall" and e.uita'l" ossi'lethis/uch is dictated '" rt- 13< rovides that &hen the defect of the contract consists in theincaacit" of one of the arties, the incaacitated erson is not o'liged to /aAe an"restitution, ecet &hen he has 'een 'ene@ted '" the things or rice received '" hi/-

Thus, since the Deed of 'solute !ale 'et&een resondent and Halgu/a 'rothers is voida'leand here'" annulled, then the restitution of the roert" and its fruits to resondent is =ustand roer-

>I5$ P- DJFEN, BP% D- HT%L%B>, F5D>L5$ D- HL, >!T> HD D5%$ andJ%!>P# $T#%$ D5%$, B?$D - D5%$, I>D - D5%$ and J%!> - D5%$, J-,

etitioners, vs. CEBR EH AIIA) and %>L$D >UP>!! L5$>!, 5$-,

resondents-

I-- $o- 1*4+41- Januar" *I5$ P- D5%$, BP% D- HT%L%B>, F5D>L5$ D- HL, >!T> HD D5%$ andJ%!>P# $T#%$ D5%$, B?$D - D5%$, I>D - D5%$ and J%!> - D5%$, J-,etitioners, vs- %?T %F PP>L!, #%$- BU5B5$% - !?$5%$ and %>L$D>UP>!! L5$>!, 5$-, resondents-

> ! % L ? T 5 % $

$>!!$T5I%, J-:

%n Januar" *>F%>, in vie& of the foregoing, 'oth etitions are I$T>D- The decision datedBarch *, 14 and the resolution dated %cto'er 1, 16 in I-- $os- *616364, as&ell as the decision dated Dece/'er 11, 16 and the resolution dated ril *3, 1+ in I-- !P $o- 33113 of the ourt of eals are here'" >>!>D and !>T !5D>-

Let the records of this case 'e re/anded to the trial court for i//ediate eecution of the=udg/ent dated $ove/'er **, 1

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!ete/'er *9, 1T#> T#>> > 5?B!T$>! T#T %?LD J?!T5F !?!P>$!5%$ %F T#> ?L>!%F %?T

*- #>T#> T#> !?B %F P300,000-00 >>5>D H L5> D5%$ F%B P5T>>!P%$D>$T ! 5$T>$D>D ! PT5L PB>$T %F T#> P?#!> P5> %F T#>

P%P>T, % ! PB>$T %F H >$TL! %$ T#> P%P>T

3- #>T#> L5> D5%$ ! ?T#%5>D T% >>5> T#> !?B %F P300,000-00 %$H>#LF %F P>T5T5%$>!

4- () 5F !%, #>T#> P>T5T5%$>! > >!T%PP>D F%B N?>!T5%$5$I T#> H>LT>D>U>5!> H P5T> >!P%$D>$T %F 5T! %PT5%$ T% H? #>$ T#> >PT>D T#> !5DPT5L PB>$T

(H) 5F !%, #>T#> L5> D5%$ $ L5DL H5$D P>T5T5%$>! 5$ T#> H!>$> %F 5TT>$ P%> %F TT%$>

6- () #>T#> T#>> ! P>F>T>D %$TT %F !L> H>T>>$ T#> PT5>!

(H) #>T#> T#>> ! %$TT %F !L> T L>!T 5T# >!P>T T% T#> !#>!%F F5D>L $D L5> D5%$ $D

9- #>T#> P5T> >!P%$D>$T! T5%$ F% !P>5F5 P>F%B$> #!P>!5H>D-

5n order to resolve the @rst issue, it is necessar" to ass uon the other .uestions &hichrelate to the /erits of the case- 5t is onl" &here there eist strong co/elling reasons, suchas serving the ends of =ustice and reventing a /iscarriage thereof, that this ourt cansusend the rules-1Q

fter revie&ing the records, &e @nd that, desite all of rivate resondents rotestations,there is a'solutel" no &ritten roof of lice Di2ons authorit" to 'ind etitioners- First of all,she &as not even a coo&ner of the roert"- $either &as she e/o&ered '" the coo&ners

to act on their 'ehalf-

The accetance of the a/ount of P300,000-00, urortedl" as artial a"/ent of theurchase rice of the land, &as an act integral to the sale of the land- s a /atter of fact,rivate resondent invoAes such receit of a"/ent as giving rise to a erfected contract ofsale- 5n this connection, rticle 1

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hen the sale of a iece of land or an" interest thereon is through an agent, the authorit" ofthe latter shall 'e in &riting other&ise, the sale shall 'e void- Thus the authorit" of an agentto eecute a contract for the sale of real estate /ust 'e conferred in &riting and /ust givehi/ seci@c authorit", either to conduct the general 'usiness of the rincial or to eecute a'inding contract containing ter/s and conditions &hich are in the contract he did eecute- secial o&er of attorne" is necessar" to enter into an" contract '" &hich the o&nershi of

an i//ova'le is trans/itted or ac.uired either gratuitousl" or for a valua'le consideration-The eress /andate re.uired '" la& to ena'le an aointee of an agenc" (couched) ingeneral ter/s to sell /ust 'e one that eressl" /entions a sale or that includes a sale as anecessar" ingredient of the act /entioned- For the rincial to confer the right uon anagent to sell real estate, a o&er of attorne" /ust so eress the o&ers of the agent inclear and un/istaAa'le language- hen there is an" reasona'le dou't that the language soused conve"s such o&er, no such construction shall 'e given the docu/ent-*Q

5t necessaril" follo&s, therefore, that etitioners cannot 'e dee/ed to have received artiala"/ent of the suosed urchase rice for the land through lice Di2on- 5t cannot even 'esaid that lice Di2ons accetance of the /one" 'ound at least the share of Fidela Di2on, inthe a'sence of a &ritten o&er of attorne" fro/ the latter- 5t should 'e 'orne in /ind thatthe eceit dated June *0, 1+6, &hile /ade out in the na/e of Fidela Di2on, &as signed '"lice Di2on alone-

Boreover, there could not have 'een a erfected contract of sale- s &e held in our Decisiondated Januar" *

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oeration, &henever the interest of =ustice re.uire it, ho&ever, the /ovant /ust sho& strongco/elling reasons such as serving the ends of =ustice and reventing a grave /iscarriagethereof,4Q none of &hich o'tains in this case-

Litigation /ust end so/eti/e and so/e&here- n eective and eCcient ad/inistration of=ustice re.uires that, once a =udg/ent has 'eco/e @nal, the &inning art" 'e not, through a/ere su'terfuge, derived of the fruits of the verdict- ourts /ust, therefore, guard againstan" sche/e calculated to 'ring a'out that result- onstituted as the" are to ut an end tocontroversies, courts should fro&n uon an" atte/t to rolong the/-6Q

%D5$IL, the Botion to !usend Procedural ules in the #igher 5nterest of !u'stantialJustice @led '" rivate resondent is D>$5>D 5T# F5$L5T- $o further leadings &ill 'eentertained in these cases-

!$ B5I?>L P%P>T5>! P#5L5PP5$>!, 5$-, etitioner, vs- !P%?!>! LF>D% #?$I andI> #?$I, resondents-

D > 5 ! 5 % $

B>$D%, J-:

This is a etition for revie& of the decision,1Q dated ril

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5sidro - !o'recare", etitioners viceresident and oerations /anager for cororate realestate, indicated his confor/it" to the oer '" aCing his signature to the letter andacceted the OearnestdeositO of P1 /illion- ?on re.uest of resondent souses,!o'recare" ordered the re/oval of the OF% !L>O sign fro/ the roerties-

tt"- Dau2 and !o'recare" then co//enced negotiations- During their /eeting on ril

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Petitioner contends that the ourt of eals erred in @nding that there &as a erfectedcontract of sale 'et&een the arties 'ecause the Barch *, 14 letter of resondents,&hich etitioner acceted, /erel" resulted in an otion contract, al'eit it &as unenforcea'lefor lacA of a distinct consideration- Petitioner argues that the a'sence of agree/ent as to the/ode of a"/ent &as fatal to the erfection of the contract of sale- Petitioner also disutesthe aellate courts ruling that 5sidro - !o'recare" had authorit" to sell the su'=ect real

roerties-

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Further/ore, even the otion secured '" resondents fro/ etitioner &as fatall" defective-?nder the second aragrah of rt- 14+, an acceted unilateral ro/ise to 'u" or sell adeter/inate thing for a rice certain is 'inding uon the ro/isor onl" if the ro/ise issuorted '" a distinct consideration- onsideration in an otion contract /a" 'e an"thingof value, unliAe in sale &here it /ust 'e the rice certain in /one" or its e.uivalent- There isno sho&ing here of an" consideration for the otion- LacAing an" roof of such

consideration, the otion is unenforcea'le->.uall" co/elling as roof of the a'sence of a erfected sale is the second condition that,during the otion eriod, the arties &ould negotiate the ter/s and conditions of theurchase- The stages of a contract of sale are as follo&s: (1) negotiation, covering the eriodfro/ the ti/e the rosective contracting arties indicate interest in the contract to the ti/ethe contract is erfected (*) erfection, &hich taAes lace uon the concurrence of theessential ele/ents of the sale &hich are the /eeting of the /inds of the arties as to theo'=ect of the contract and uon the rice and (3) consu//ation, &hich 'egins &hen thearties erfor/ their resective undertaAings under the contract of sale, cul/inating in theetinguish/ent thereof-1*Q 5n the resent case, the arties never got ast the negotiationstage- The alleged Oindu'ita'le evidenceO13Q of a erfected sale cited '" the aellatecourt &as nothing /ore than oers and counteroers &hich did not a/ount to an" @nalarrange/ent containing the essential ele/ents of a contract of sale- hile the arties

alread" agreed on the real roerties &hich &ere the o'=ects of the sale and on the urchaserice, the fact re/ains that the" failed to arrive at /utuall" acceta'le ter/s of a"/ent,desite the 46da" etension given '" etitioner-

The aellate court oined that the failure to agree on the ter/s of a"/ent &as no 'ar tothe erfection of the sale 'ecause rt- 14+6 onl" re.uires agree/ent '" the arties as to therice of the o'=ect- This is error- 5n $avarro v- !ugar Producers ooerative BarAetingssociation, 5nc-,14Q &e laid do&n the rule that the /anner of a"/ent of the urchaserice is an essential ele/ent 'efore a valid and 'inding contract of sale can eist- lthoughthe ivil ode does not eressl" state that the /inds of the arties /ust also /eet on theter/s or /anner of a"/ent of the rice, the sa/e is needed, other&ise there is no sale- sheld in To"ota !ha&, 5nc- v- ourt of eals,16Q agree/ent on the /anner of a"/entgoes into the rice such that a disagree/ent on the /anner of a"/ent is tanta/ount to a

failure to agree on the rice-19Q 5n elasco v- ourt of eals,1+Q the arties to aroosed sale had alread" agreed on the o'=ect of sale and on the urchase rice- H" the'u"ers o&n ad/ission, ho&ever, the arties still had to agree on ho& and &hen thedo&na"/ent and the install/ents &ere to 'e aid- 5t &as held:

- - - !uch 'eing the situation, it can not, therefore, 'e said that a de@nite and @r/ salesagree/ent 'et&een the arties had 'een erfected over the lot in .uestion- 5ndeed, thisourt has alread" ruled 'efore that a de@nite agree/ent on the /anner of a"/ent of theurchase rice is an essential ele/ent in the for/ation of a 'inding and enforcea'lecontract of sale- The fact, therefore, that the etitioners delivered to the resondent the su/of P10,000 as art of the do&na"/ent that the" had to a" cannot 'e considered assuCcient roof of the erfection of an" urchase and sale agree/ent 'et&een the artiesherein under rt- 14

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#>>F%>, the decision of the ourt of eals is >>!>D and resondents co/laintis D5!B5!!>D-

Rom$!o Coro#e! vs Co$rt o& Appea!s , Co#ceptio# A!cara

FT!:

This case is a'out a sale of land in oosevelt venue, Nue2on it" '" the vendor o/ulooronel to the vendees oncetion lcara2 and her daughter a/ona Patricia lcara2 &iththe follo&ing conditions:

The oronel;s &ill i//ediatel" transfer the certi@cate of title in their na/e uon receit ofthe do&na"/ent &hich is V60,000-

?on the transfer in their na/es of the su'=ect roert", the oronel;s &ill eecute the deedof a'solute sale in favor of a/ona and then a/ona shall i//ediatel" a" the oronel;sthe &hole 'alance of V1,10,000-

%n Januar" 16, 1:

hether or not the 7eceit of Do&n a"/ent8 e/'odied a erfected contract of sale or =usta /ere contract to sellM

#>LD:

%$TT %F !L> contracting arties o'ligates hi/self to transfer the o&nershi and todeliver a deter/inate thing and the other to a" a rice certain in /one" or its e.uivalent-

%$TT T% !>LL the rosective seller elicitl" reserves the transfer of the title to therosective 'u"er, /eaning the seller does not "et agree or consent to transfer theo&nershi of the roert" until the haening of a contingent event liAe full a"/ent ofrice-

!?P>B> %?T ?L5$I:

hen the 7eceit of Do&n Pa"/ent8 docu/ent &as reared and signed '"

o/ulo oronel, the arties had agreed to a conditional contract of sale the consu//ationof the contract is su'=ect onl" to the successful transfer of the certi@cate of Title-

ccording to !ure/e ourt, the receit of do&n a"/ent docu/ent /anifests a clearintent of the oronel;s to transfer the title to the 'u"er, 'ut since the title is still in the na/eeect the transfer even though the 'u"ers are a'le and &illing to i//ediatel" a" theurchase rice- The agree/ent as &ell could not have 'een a contract to sell 'ecause theseller or the oronel;s /ade no eress reservation of o&nershi or the title of the land-

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%n Fe'- 9, 1, etitioner, vs.CEBR EH AIIA), it" of B$5L acting thru the it" Tenants !ecurit" o//itteeno& the ?r'an !ettle/ent %Cce, egister of Deeds of Banila, resondents-

D > 5 ! 5 % $

H?>$, J-:

!ought to 'e reversed in this etition for revie& on certiorari under ule 46 of the ules ofourt is the decision1Q of the ourt of eals in -- I-- !- $o- 3*101 ro/ulgated on **Fe'ruar" 16 &hich annulled and set aside the decision of the egional Trial ourt ofBanila, Hranch 1* in ivil ase $o- 6130-

5/ugned si/ilarl" is the resolution*Q of the ourt of eals dated * June 16 den"ingetitioners /otion for reconsideration-

Fro/ the records, &e @nd the follo&ing antecedents:

Pursuant to the Land for the Landless Progra/ of the it" of Banila and in accordance &ithit" %rdinance $o- 9

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Detach/ent, to conduct an investigation regarding reorted violations of the ter/s andconditions of the a&ard co//itted '" the lot a&ardees- Thus, on *3 $ove/'er 1

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ccordingl", after the resentation of evidence, the lo&er court ro/ulgated its decision*1Qdated *0 Januar" 13, the decretal ortion of &hich reads:

herefore, the etition is here'" granted :

1- %rdering the it" of Banila through its agenc" the it" Tenants !ecurit" o//ittee (no&?r'an !ettle/ent %Cce) to set aside the order of cancellation of the a&ard for Lot $o- 4,

HlocA 1 (for/erl" of the /ilIorose estate) in favor of Luisa Io/e2, her heirs andsuccessorininterest, the herein etitioner

*- Prohi'iting the it" of Banila through its agenc" including the egister of Deeds of Banilafro/ a&arding the sa/e lot and issuing the corresonding certi@cate of title therefor to an"other erson

3- %rdering the it" of Banila through its agenc" the it" Tenants !ecurit" o//ittee (no&?r'an !ettle/ent %Cce) to eecute a Deed of 'solute !ale over the afore/entioned lot infavor of the etitioner as successorininterest of the a&ardee and further ordering the/ tosto andEor refrain fro/ distur'ing the eaceful h"sical ossession thereof of (sic) theetitioner and

4- %rdering the it" of Banila through its agenc" the it" Tenants !ecurit" o//ittee (no&?r'an !ettle/ent %Cce) to refund to the etitioner his overa"/ents a/ounting toP

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Pri/aril", it /ust 'e stressed that the contract entered into 'et&een the it" of Banila anda&ardee Luisa Io/e2 &as not one of sale 'ut a contract to sell, &hich, under 'oth statutor"and case la&, has its o&n attri'utes, eculiarities and eects-

!eaAing through Br- Justice Floren2 egalado, this ourt in delfa Proerties, 5nc- vs- ourtof eals,**Q /aed out the 'old distinctions 'et&een these secies of contracts, to &it:

5n a contract of sale, the title asses to the vendee uon the deliver" of the thing sold&hereas in a contract to sell, '" agree/ent, the o&nershi is reserved in the vendor and isnot to ass until the full a"/ent of the rice- 5n a contract of sale, the vendor has lost andcannot recover o&nershi until and unless the contract is resolved or rescinded &hereas ina contract to sell, title is retained '" the vendor until the full a"/ent of the urchase rice,such a"/ent 'eing a ositive susensive condition and failure of &hich is not a 'reach 'utan event that revents the o'ligation of the vendor to conve" title fro/ 'eing eective-

Thus, a deed of sale is considered a'solute in nature &here there is neither a stiulation inthe deed that title to the roert" sold is reserved in the seller until the full a"/ent of therice, nor one giving the vendor the right to unilaterall" resolve the contract the /o/ent the'u"er fails to a" &ithin a @ed eriod-

To our /ind, ho&ever, this ronounce/ent should not curtail the right of the arties in a

contract to sell to rovide additional stiulations, nor 'ar the/ fro/ i/osing conditionsrelative to the transfer of o&nershi-

To 'e sure, a contract of sale /a" either 'e a'solute or conditional- %ne for/ of conditionalsales is &hat is no& oularl" ter/ed as a ontract to !ell, &here o&nershi or title isretained until the ful@ll/ent of a ositive susensive condition nor/all" the a"/ent of theurchase rice in the /anner agreed uon-*3Q (>/hasis ours)

Fro/ the a'ove dis.uisition in Ialang and al"ing rticle 1309 of the ivil ode, thecontracting arties are accorded the li'eralit" and freedo/ to esta'lish such stiulations,clauses, ter/s and conditions as the" /a" dee/ convenient, rovided the sa/e are notcontrar" to la&, /orals, good custo/, u'lic order or u'lic olic"- 5n the la& on contracts,such funda/ental rincile is Ano&n as the autono/" of contracts-

?nder the resent circu/stances, &e see no hindrance that rohi'its the arties fro/stiulating other la&ful conditions, aside fro/ full a"/ent of the urchase rice, &hich the"ledge to 'ind the/selves and uon &hich transfer of o&nershi deends-

5n the instant case, &e uhold the ontract to !ell, dul" anneed and attached to esolution19, &hich elicitl" rovides for additional ter/s and conditions uon &hich the lota&ardees are 'ound- lthough unsigned, the ontract to !ell, in addition to the rovisions ofesolution 19, constitutes the la& 'et&een the contracting arties- fter all, under the la&there eists a 'inding contract 'et&een the arties &hose /inds have /et on a certain/atter not&ithstanding that the" did not aC their signatures to its &ritten for/-*4Q

For a contract, liAe a contract to sell, involves a /eeting of /inds 'et&een t&o ersons&here'" one 'inds hi/self, &ith resect to the other, to give so/ething or to render so/e

service- ontracts, in general, are erfected '" /ere consent, &hich is /anifested '" the/eeting of the oer and the accetance uon the thing and the cause &hich are toconstitute the contract- The oer /ust 'e certain and the accetance a'solute-*6Q

s to the /atter of accetance, the sa/e /a" 'e evidenced '" so/e acts, or conduct,co//unicated to the oeror, either in a for/al or an infor/al /anner, that clearl" /anifestthe intention or deter/ination to accet the oer to 'u" or sell-*9Q

5n the case at 'ar, accetance on the art of the vendee &as /anifested through a lethoraof acts, such as a"/ent of the urchase rice, declaration of the roert" for taation

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uroses, and a"/ent of real estate taes thereon, and si/ilar acts sho&ing vendeeRsassent to the contract- eril", esolution 19 and the ontract to !ell &hich &as anneed,attached and /ade to for/ art of said resolution, clearl" laid do&n the ter/s andconditions &hich the a&ardeevendee /ust co/l" &ith- ccordingl", as an a&ardee, LuisaIo/e2, her heirs and successorsininterest aliAe, are dut"'ound to erfor/ the correlativeo'ligations e/'odied in esolution 19 and the ontract to !ell-

esolution 19, !eries of 1+

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Par- (14)- 5n the event that the vendee dies 'efore full a"/ent of the urchase rice of thelot, hisEher surviving souse, children heirs andEor successorsininterest shall succeed in allhisEher rights and interest, as &ell as assu/e allEhisEher o'ligations under this agree/ent-

Par- (16)- This agree/ent shall 'e 'inding uon the heirs, eecutors and ad/inistrators ofthe vendee- (e/hasis ours)

Petitioner urges that a&ardee Luisa Io/e2 did not co//it an" violation of the lot a&ard- %nthe contrar", the records &ould indu'ita'l" sho& that Luisa Io/e2, including her heirs andsuccessorsininterest, have erfor/ed acts that constitute gross, if not 'ra2en, violation ofthe afore/entioned ter/s and conditions of the a&ard, as evidenced '" the investigationreort su'/itted '" Pfc- risto'al, dated 1 Dece/'er 1

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rescission of a contract is not necessar" &here the contract rovides for auto/atic rescissionin case of 'reach,*Q as in the contract involved in the resent controvers"-

LiAe&ise, this ourt sustains the forfeiture of the a"/ents /ade '" a&ardee as reasona'leco/ensation for the use of the lot- t this =uncture, ar- (1) of the ontract to !ell furnishessuort to this conclusion:

U U U 5n case of the cancellation of the vendees rights under this agree/ent as hereinafterstiulated, all a"/ents /ade '" hi/Eher shall 'e forfeited and considered as rentals for theuse of the lot U U U-

Further, rticle 14astern !hiing Lines, 5nc- vs- ourt ofeals31Q and reiterated in the case of Philiine $ational HanA vs- ourt of eals-3*Q

For us to uhold the forfeiture of the a/ount reresenting the overa"/ent &ould 'e torevolt against the dictates of =ustice and fairness- contrar" ruling &ould un=ustl" enrich thevendor to the re=udice of the vendee-

5n the sa/e vein, the rovisions of rticle +++ of the ivil ode not&ithstanding, &e holdthat the surviving children of a&ardee Luisa Io/e2 are not .uali@ed transferees of Lot 4,HlocA 1 for failure to confor/ &ith the rere.uisites set '" esolution 19, to &it, Filiinociti2enshi and actual occuanc", &hich in the resent case, are 'asic criteria for the a&ardof the lot, ursuant to the Land for the Landless Progra/ of the it" of Banila-

The records reveal that the children of Luisa Io/e2 are /erican citi2ens and er/anentresidents of the ?nited !tates of /erica- $ota'l", esolution 19 seci@call" enu/eratesFiliino citi2enshi and actual occuanc" of the lot for residential uroses, as .uali@cationsfor entitle/ent to the lot a&ard- For this court to consider said surviving children as .uali@eda&ardeetransferees &ould render illusor" the uroses for &hich esolution 19 and theLand for the Landless Progra/ of the it" of Banila &ere adoted-

>ven assu/ing arguendo that the surviving children of Luisa Io/e2 are entitled to the lot '"virtue of rticle +++ of the ivil ode, said heirs nevertheless a'andoned their right &hen

the" violated the ter/s and conditions of the a&ard '" donating the su'=ect roert" toetitioner icente Io/e2-

s aragrah (16) of the agree/ent rovides that the heirs of the vendee shall 'e 'oundthere'", it is then incu/'ent uon said heirs to render strict co/liance &ith the rovisionsthereof-

5n articular, aragrah (

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a"/ent of the urchase rice and eecution of the @nal deed of sale- The eecution of theDeed of Donation '" the surviving children of Luisa Io/e2 on Fe'ruar" 1, 1, re/ises considered, the instant etition is D5!B5!!>D for lacA of /erit, andthe assailed decision of the ourt of eals &ith resect to the cancellation of the a&ard ofLot 4, HlocA 1, is FF5B>D !?HJ>T T% B%D5F5T5%$ as to the forfeiture of a/ounts aid'" the vendee-

s /odi@ed, the it" of Banila, is here'" ordered to refund &ith disatch the a/ount ofP

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cannot 'e challenged on the ground of nono&nershi on the art of the seller at the ti/e ofits erfection hence, the sale is still valid-

The consu//ation, ho&ever, of the erfected contract is another /atter- 5t occurs uon theconstructive or actual deliver" of the su'=ect /atter to the 'u"er &hen the seller or hersuccessorsininterest su'se.uentl" ac.uires o&nershi thereof- !uch circu/stancehaened in this case &hen etitioners &ho are Trinidad Nui=adaRs heirs and successorsininterest 'eca/e the o&ners of the su'=ect roert" uon the reversion of the o&nershi ofthe land to the/- onse.uentl", o&nershi is transferred to resondent Bonde=ar and those&ho clai/ their right fro/ hi/- rticle 1434 of the $e& ivil ode suorts the ruling thatthe sellerRs Otitle asses '" oeration of la& to the 'u"er-O This rule alies not onl" &henthe su'=ect /atter of the contract of sale is goods, 'ut also to other Ainds of roert",including real roert"

H$!e v. CA

Facts:

Iregorio Fule, a 'anAer and a =e&eller, oered to sell his arcel of land to Dr- ru2 inechange for P40,000 and a dia/ond earring o&ned '" the latter- deed of a'solute sale&as reared '" tt"- Helar/ino, and on the sa/e da" Fule &ent to the 'anA &ith Dichosoand Bendo2a, and Dr- ru2 arrived shortl" thereafter- Dr- ru2 got the earrings fro/ hersafet" deosit 'o and handed it to Fule &ho, &hen asAed if those &ere alright, nodded andtooA the earrings- T&o hours after, Fule co/lained that the earrings &ere faAe- #e @les aco/laint to declare the sale null and void on the ground of fraud and deceit-

5ssue:

hether the sale should 'e nulli@ed on the ground of fraud

#eld:

contract of sale is erfected at the /o/ent there is a /eeting of the /inds uon the thing&hich is the o'=ect of the contract and uon the rice- Heing consensual, a contract of salehas the force of la& 'et&een the contracting arties and the" are eected to a'ide in goodfaith '" their resective contractual co//it/ents- 5t is evident fro/ the facts of the casethat there &as a /eeting of the /inds 'et&een etitioner and Dr- ru2- s such, the" are'ound '" the contract unless there are reasons or circu/stances that &arrant itsnulli@cation-

ontracts that are voida'le or annulla'le, even though there /a" have 'een no da/age tothe contracting arties are: (1) those &here one of the arties is incaa'le of giving consentto a contract and (*) those &here the consent is vitiated '" /istaAe, violence, inti/idation,undue inSuence or fraud- The records, ho&ever, are 'are of an" evidence /anifesting thatrivate resondents e/lo"ed such insidious &ords or /achinations to entice etitioner into

entering the contract of 'arter- 5t &as in fact etitioner &ho resorted to /achinations toconvince Dr- ru2 to echange her =e&elr" for the Tana" roert"-

Further/ore, etitioner &as aorded the reasona'le oortunit" re.uired in rticle 16

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later clai/ed that the =e&elr" &as not the one he intended in echange for his Tana"roert", could not sever the =uridical tie that no& 'ound hi/ and Dr- ru2- The nature andvalue of the thing he had taAen reclude its return after that suervening eriod &ithin&hich an"thing could have haened, not ecluding the alteration of the =e&elr" or its 'eings&itched &ith an inferior Aind-

%&nershi over the arcel of land and the air of e/eraldcut dia/ond earrings had 'eentransferred to Dr- ru2 and etitioner, resectivel", uon the actual and constructivedeliver" thereof- !aid contract of sale 'eing a'solute in nature, title assed to the vendeeuon deliver" of the thing sold since there &as no stiulation in the contract that title to theroert" sold has 'een reserved in the seller until full a"/ent of the rice or that thevendor has the right to unilaterall" resolve the contract the /o/ent the 'u"er fails to a"&ithin a @ed eriod-

hile it is true that the a/ount of P40,000-00 for/ing art of the consideration &as stilla"a'le to etitioner, its nona"/ent '" Dr- ru2 is not a suCcient cause to invalidate thecontract or 'ar the transfer of o&nershi and ossession of the things echangedconsidering the fact that their contract is silent as to &hen it 'eco/es due and de/anda'le-