Coronel vs. CA, G.R. No.

103577
FACTS:
This case is about a sale of land in Roosevelt Avenue, Quezon City
by the vendor Romulo Coronel to the vendees Conception Alcaraz
and her daughter Ramona Patricia Alcaraz with the following
conditions:
The Coronels will immediately transfer the certificate of title in
their name upon receipt of the downpayment which is 50,000.
Upon the transfer in their names of the subject property, the
Coronels will execute the deed of absolute sale in favor of
Ramona and then Ramona shall immediately pay the Coronels
the whole balance of 1,190,000.

On January 15, 1985, Conception paid the downpayment of

50,000 and then on February 6, 1985, the property was now
registered under the name of Coronels. By Feb. 18, 1985, the
Coronels sold the property to Catalina B. Mabanag for
1,580,000 after she made a 300,000 downpayment. This is the
reason why the Coronels cancelled and rescind the contract with
the Alcaraz by depositing back the 50,000 to Ramonas bank
account.

On Feb. 22, Conception filed a complaint for specific performance

against the Coronels. On April, the Coronels executed a deed of
absolute sale over the subject property to Catalina after which on
June Catalina was issued a new title over the subject property.

ISSUE:
Whether or not the Receipt of Down payment embodied a
perfected contract of sale or just a mere contract to sell?

HELD:
CONTRACT OF SALE- contracting parties obligates himself to
transfer the ownership and to deliver a determinate thing and the
other to pay a price certain in money or its equivalent.
CONTRACT TO SELL- the prospective seller explicitly reserves the
transfer of the title to the prospective buyer, meaning the seller
does not yet agree or consent to transfer the ownership of the
property until the happening of a contingent event like full
payment of price.

SUPREME COURT RULING:

When the Receipt of Down Payment document was
prepared and signed by Romulo Coronel, the parties had agreed
to a conditional contract of sale the consummation of the contract
is subject only to the successful transfer of the certificate of Title.
According to Supreme Court, the receipt of down payment
document manifests a clear intent of the Coronels to transfer the
title to the buyer, but since the title is still in the name effect the
transfer even though the buyers are able and willing to
immediately pay the purchase price. The agreement as well could

not have been a contract to sell because the seller or the

Coronels made no express reservation of ownership or the title of
the land.

On Feb. 6, 1985, the Contract of Sale between the Coronels and

the Alcaraz became obligatory.