Law On Sales

ATENEO DE MANILA LAW SCHOOL
LAW ON SALES OUTLINE 1

DEAN CESAR L. VILLANUEVA
First Semester, SY 2009-2010 AND ATTY. ALEXANDER C. DY
I. THE NATURE OF SALE

A. DEFINITION (Art. 1458)
Sale is a contract by which one of the contracting parties obligates himself to transfer the
2
ownership and to deliver possession, of a determinate thing, and the other to pay therefor a
3
price certain in money or its equivalent. xCruz v. Fernando, 477 SCRA 173 (2005).
1. Elements of Sale
Elements of sale: (a) consent or meeting of the minds; (b) determinate subject matter;
and (c) price certain in money or its equivalent. xNavarra v. Planters Dev. Bank, 527 SCRA
4
562 (2007).
5
Absence of any essential elements negates a sale xDizon v. CA, 302 SCRA 288 (1999),
even when earnest money has been paid. Manila Metal Container Corp. v. PNB, 511 SCRA
444 (2006).
Sale being a consensual contract, its essential elements must be proven xVillanueva v.
CA, 267 SCRA 89 (1997); but once proven, a sales validity is not affected by a previously
executed fictitious deed of sale xPealosa v. Santos, 363 SCRA 545 (2001); and the burden
is on the other party to prove otherwise. xHeirs of Ernesto Biona v. CA, 362 SCRA 29 (2001).
2. Stages of Contract of Sale

Policitacion covers the period from the time the prospective contracting parties indicate
interest in the contract to the time the contract is perfected. Perfection takes place upon the
concurrence of the essential elements, which are the meeting of the minds of the parties as to
the object of the contract and upon the price. Consummation begins when the parties
perform their respective undertakings, culminating in the extinguishment thereof. xSan Miguel
6
Properties Philippines, Inc. v. Huang, 336 SCRA 737 (2000).
3. Sale Creates Real Obligations To Give (Art. 1165)
4. Essential Characteristics of Sale:
a. Nominate and Principal

A contract of sale is what the law defines it to be, taking into consideration its essential
elements, and not what the contracting parties call it. xSantos v. Court of Appeals, 337
7
SCRA 67 (2000).
b. Consensual (Art. 1475)

A contract of sale is not a real, but a consensual contract, and becomes valid and
8
binding upon the meeting of the minds of the parties as to the object and the price , that:
1
The Outline presents the manner by which the LAW ON SALES will be taken-up in class. The x's and those
footnoted in the Outline represent cases or topics which need no extended discussions, either because the
essence of the rulings are already summarized in the Outline or they contain similar rulings or doctrines as other
cases to be discussed. Unless otherwise indicated, the numbered articles refer to articles of the Civil Code of the
Philippines.
2
Ownership is the independent and general power of a person over a thing for purposes recognized by law and within
the limits established thereby. According to Art. 428 of the Civil Code, this means that: The owner has the right to enjoy and
dispose of a thing, without other limitations than those established by law. x x x Aside from the jus utendi and the jus
abutendi inherent in the right to enjoy the thing, the right to dispose, or the jus disponendi, is the power of the owner to
alienate, encumber, transform and even destroy the thing owned. Flancia v. Court of Appeals, 457 SCRA 224 (2005).
3
Alfredo v. Borras, 404 SCRA 145 (2003); Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Roberts v.
Papio, 515 SCRA 346 (2007).
4
Jovan Land, Inc. v. CA, 268 SCRA 160 (1997); Quijada v. CA, 299 SCRA 695 (1998); Co v. CA, 312 SCRA 528 (1999);
San Andres v. Rodriguez, 332 SCRA 769 (2000); Roble v. Arbasa, 362 SCRA 69 (2001); Polytechnic University v. CA, 368
SCRA 691 (2001); Katipunan v. Katipunan, 375 SCRA 199 (2002); Londres v. CA, 394 SCRA 133 (2002); Manongsong v.
Estimo, 404 SCRA 683 (2003); Jimenez, Jr. v. Jordana, 444 SCRA 250 (2004); San Lorenzo Dev. Corp. v. CA, 449 SCRA
99 (2005); Yason v. Arciaga, 449 SCRA 458 (2005); Roberts v. Papio, 515 SCRA 346 (2007); Navarra v. Planters Dev.
Bank, 527 SCRA 562 (2007); Republic v. Florendo, 549 SCRA 527 (2008).
5
Roberts v. Papio, 515 SCRA 346 (2007).
6
Limketkai Sons Milling, Inc. v. Court of Appeals, 250 SCRA 523 (1995); Jovan Land, Inc. v. CA, 268 SCRA 160 (1997);
Bugatti v. Court of Appeals, 343 SCRA 335 (2000); Moreno, Jr. v. Private Management Office, 507 SCRA 63 (2006); Manila
Metal Container Corp. v. PNB, 511 SCRA 444 (2006); Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007); Province of
Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
7
Bowe v. CA, 220 SCRA 158 (1993); Romero v. CA, 250 SCRA 223 (1995); Lao v. CA, 275 SCRA 237 (1997); Cavite
Development Bank v. Lim, 324 SCRA 346 (2000).
-2-
Upon its perfection, the parties may reciprocally demand performance. xHeirs of
9
Venancio Bejenting v. Baez, 502 SCRA 531 (2006); subject only to the provisions of
the law governing the form of contracts. xCruz v. Fernando, 477 SCRA 173 (2005).
It remains valid even if parties have not affixed their signatures to its written form
xGabelo v. CA, 316 SCRA 386 (1999), or the manner of payment is breached.
xPilipinas Shell Petroleum Corp v. Gobonseng, 496 SCRA 305 (2006).
The binding effect of sale is based on the principle that the obligations arising
therefrom have the force of law between the parties. xVeterans Federation of the
Philippines v. Court of Appeals, 345 SCRA 348 (2000).
Perfection Distinguished from Demandability Not all contracts of sale become
automatically and immediately effective. In sales with assumption of mortgage, there is a
condition precedent to the sellers consent and without the approval of the mortgagee, the
sale is not perfected. xBian Steel Corp. v. Court of Appeals, 391 SCRA 90 (2002).
No Contract Situation versus Void Contract Absence of consent (i.e.,
complete meeting of minds) negates the existence of a perfected sale. xFirme v. Bukal
Enterprises and Dev. Corp., 414 SCRA 190 (2003). The contract then is null and void ab
initio, absolutely wanting in civil effects; hence, it does not create, modify, or extinguish the
juridical relation to which it refers. xCabotaje v. Pudunan, 436 SCRA 423 (2004).
When there is no meeting of the minds on price, the contract is not perfected and
does not serve as a binding juridical relation between the parties. xManila Metal Container
10
Corp. v. PNB, 511 SCRA 444 (2006), and should be more accurately denominated as
inexistent, as it did not pass the stage of generation to the point of perfection. xNHA v.
Grace Baptist Church, 424 SCRA 147 (2004).
c. Bilateral and Reciprocal (Arts. 1169 and 1191)

A contract of sale gives rise to reciprocal obligations, which arise from the same
cause with each party being a debtor and creditor of the other, such that the obligation of
one is dependent upon the obligation of the other; and they are to be performed
simultaneously, so that the performance of one is conditioned upon the simultaneous
11
fulfillment of the other. xCortes v. Court of Appeals, 494 SCRA 570 (2006).
The power to rescind is implied in reciprocal ones in case one of the obligors should
not comply with what is incumbent upon him, and without need of prior demand. xAlmocera
12
v. Ong, 546 SCRA 164 (2008).
d. Onerous (Gaite v. Fonacier, 2 SCRA 830 [1961]).
e. Commutative (BUT SEE: Arts. 1355 and 1470)

In a contract of sale, there is no requirement that the price be equal to the exact value
of the subject matter of sale; all that is required is that the parties believed that they will
receive good value in exchange for what they will give. Buenaventura v. CA, 416 SCRA
263 (2003).
f. Sale Is Title and Not Mode

Sale is not a mode, but merely a title. A mode is the legal means by which dominion or
ownership is created, transferred or destroyed, but title is only the legal basis by which to
affect dominion or ownership. Sale by itself does not transfer or affect ownership; the most
that sale does is to create the obligation to transfer ownership. It is tradition or delivery, as
a consequence of sale, that actually transfers ownership. xSan Lorenzo Dev. Corp. v. CA,
13
449 SCRA 99 (2005), citing VILLANUEVA, PHILIPPINE LAW ON SALES, 1995 ed., at p. 5.
Sellers ownership of the thing sold is not an element of perfection; what the law
requires is that seller has the right to transfer ownership at the time of delivery. xQuijada v.
14
CA, 299 SCRA 695 (1998).
8
Romero v. CA, 250 SCRA 223 (1995); Balatbat v. CA, 261 SCRA 128 (1996); Coronel v. CA, 263 SCRA 15 (1996); City
of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999); Agasen v. CA, 325 SCRA 504 (2000); Laforteza v. Machuca, 333
SCRA 643 (2000); Londres v. Court of Appeals, 394 SCRA 133 (2002); Alcantara-Daus v. de Leon, 404 SCRA 74 (2003);
Buenaventura v. Court of Appeals, 416 SCRA 263 (2003); San Lorenzo Dev. Corp. v. CA, 449 SCRA 99 (2005); Yason v.
Arciaga, 449 SCRA 458 (2005); Ainza v. Padua, 462 SCRA 614 (2005); Roberts v. Papio, 515 SCRA 346 (2007); MCC
Industrial Sales Corp. v. Ssangyong Corp., 536 SCRA 408 (2007); Castillo v. Reyes. 539 SCRA 193 (2007) .
9
Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
10
Roberts v. Papio, 515 SCRA 346 (2007).
11
Ong v. Court of Appeals, 310 SCRA 1 (1999); Mortel v. KASSCO, 348 SCRA 391 (2000); Agro Conglomerates, Inc. v.
CA, 348 SCRA 450 (2000); Velarde v. Court of Appeals, 361 SCRA 56 (2001); Carrascoso, Jr. v. Court of Appeals, 477
SCRA 666 (2005).
12
Vda. De Quirino v. Palarca, 29 SCRA 1 (1969)
13
Acap v. CA, 251 SCRA 30 (1995).
14
Equatorial Realty Dev. Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001); Alcantara-Daus v. de Leon, 404 SCRA 74
(2003); Heirs of Jesus M. Mascuana v. Court of Appeals, 461 SCRA 186 (2005).
-3-
BUT SEE: xTitong v. CA, 287 SCRA 102 (1998), which defined a sale as a contract
transferring dominion and other real rights in the thing sold.
B. SALE DISTINGUISHED FROM SIMILAR CONTRACTS

A contract is what the law defines it to be, taking into consideration its essential elements,
15
and the title given to it by the parties is not as much significant as its substance. The transfer of
ownership in exchange for a price paid or promised is the very essence of a contract of sale.
xSantos v. Court of Appeals, 337 SCRA 67 (2000).
In determining the real character of sale, courts look at the intent of the parties, their true aim
and purpose in entering into the contract, as well as by their conduct, words, actions and deeds
prior to, during and immediately after executing the agreement, and not at the nomenclature
used to describe it, xLao v. Court of Appeals, 275 SCRA 237 (1997).
1. Donation (Arts. 725 and 1471)

Unlike a donation, sale is a disposition for valuable consideration with no diminution of the
estate but merely substitution of values, with the property sold replaced by the equivalent
monetary consideration; unlike donation, a valid sale cannot have the legal effect of depriving
the compulsory heirs of their legitimes. xManongsong v. Estimo, 404 SCRA 683 (2003).
The rules on double sales under Art. 1544 find no relevance to contracts of donation.
xHemedes v. Court of Appeals, 316 SCRA 347 (1999).
2. Barter (Arts. 1468, 1638 to 1641)
3. Contract for Piece-of-Work (Arts. 1467, 1713 to 1715)

The Crux: Ineluctably, whether the contract be one of sale or one for a piece of work, a
transfer of ownership is involved and a party necessarily walks away with an object.
xCommissioner of Internal Revenue v. CA, 271 SCRA 605 (1997), citing VILLANUEVA, LAW ON
SALES, pp. 7-9 (1995). In both provisions on warranty of title against hidden defects applies.
xDio v. CA, 359 SCRA 91 (2001).
When a person stipulates for the future sale of articles which he is habitually making, and
which at the time are not made or finished, it is essentially a contract of sale and not a
contract for labor xInchausti & Co. v. Cromwell, 20 Phil. 345 (1911); even when he executes
production thereof only after an order is placed by customers. Celestino & Co. v.
Collector, 99 Phil. 841 (1956).
If the thing is specially done only upon the specific order of another, this is a contract for
a piece of work; if the thing is manufactured or procured for the general market in the
ordinary course of business, it is a contract of sale. Commissioner of Internal Revenue v.
16
Engineering Equipment & Supply Co., 64 SCRA 590 (1975).
To Tolentino, the distinction depends on the intention of parties: if parties intended that at
some future date an object has to be delivered, without considering the work or labor of the
party bound to deliver, the contract is one of sale; but if one of the parties accepts the
undertaking on the basis of some plan, taking into account the work he will employ
personally or through another, the contract is for a piece of work. xEngineering & Machinery
Corp. v. CA, 252 SCRA 156 (1996).
4. Agency to Sell (Art. 1466)

Assumption by agent of the risk pertaining to the cost or price of the subject matter
makes the relationship that of buyer-seller, for the agent does not assume risk with respect
to the price or the property subject of the relationship. xKer & Co., Ltd. v. Lingad, 38 SCRA
524 (1971). Consequently: (a) the contractual relationship is not inherently revocable.
Quiroga v. Parsons, 38 Phil. 501 (1918); or (b) the purported agent does not have to
account for the profit margin earned from acquiring the property for the purported principal.
Puyat v. Arco Amusement Co., 72 Phil. 402 (1941).
One factor that most clearly distinguishes agency from other legal concepts, including
sale, is control; one person the agent agrees to act under the control or direction of
another the principal. xVictorias Milling Co., Inc. v. CA, 333 SCRA 663 (2000).
Commercial broker, commission merchant or indentor is a middleman acting in his own
name, and acts as agent for both seller and buyer to effect a sale between them. Although
he is neither seller nor buyer to the contract effected he may voluntarily assume warranties of
seller. xSchmid and Oberly, Inc. v. RJL Martinez, 166 SCRA 493 (1988).
15
Romero v. CA, 250 SCRA 223 (1995); Lao v. Court of Appeals, 275 SCRA 237 (1997); Orden v. Aurea, 562 SCRA 660
(2008); Ver Reyes v. Salvador, Sr., 564 SCRA 456 (2008)..
16
Commissioner of Internal Revenue v. Arnoldus Carpentry Shop, 159 SCRA 199 (1988); Del Monte Philippines, Inc. v.
Aragones, 461 SCRA 139 (2005).
-4-
5. Dacion En Pago (Arts. 1245 and 1934)
Governed by the law on sales, dation in payment is a transaction that takes place when
property is alienated to the creditor in full satisfaction of a debt in moneyit involves the
delivery and transmission of ownership of a thing as an accepted equivalent of the
performance of the obligation. xYuson v. Vitan, 496 SCRA 540 (2007).
In its modern concept, what actually takes place in dacion en pago is an objective
novation of the obligation where the thing offered as an accepted equivalent of the
performance of an obligation is considered as the object of the contract of sale, while the debt
is considered as the purchase price. xAquintey v. Tibong 511 SCRA 414 (2006).
Elements of dation in payment: (a) performance of the prestation in lieu of payment
(animo solvendi) which may consist in the delivery of a corporeal thing or a real right or a
credit against the third person; (b) some difference between the prestation due and that which
is given in substitution (aliud pro alio); and (c) agreement between the creditor and debtor that
the obligation is immediately extinguished by reason of the performance of a presentation
different from that due. Lo v. KJS Eco-Formwork System Phil., Inc., 413 SCRA 182
17
(2003).
There is no dation in payment where there is no transfer of ownership in the creditors
favor, as when the possession of the thing is merely given to the creditor by way of security.
Fort Bonifacio Dev. Corp. v. Yllas Lending Corp., 567 SCRA 454 (2008).
For dacion to arise, there must be actual delivery of the property to the creditor by way of
extinguishment of the pre-existing debt. xPhilippine Lawin Bus Co. v. CA, 374 SCRA 332
18
(2002). BUT SEE OBITER: xSSS v. Court of Appeals, 553 SCRA 677 (2008).
There is no dation when there is no such transfer of ownership in favor of the creditor, as
when the possession is only by way of security. xPNB v. Pineda, 197 SCRA 1 (1991).
A creditor, especially a bank, which enters into dacion en pago, should know and must
accept the legal consequence thereof, that the pre-existing obligation is totally extinguished.
xEstanislao v. East West Banking Corp., 544 SCRA 369 (2008).
6. Lease (Arts. 1484 and 1485)

When rentals in a lease are clearly meant to be installment payments to a sale contract,
despite the nomenclature given by the parties, it is a sale by installments and governed by the
Recto Law. xFilinvest Credit Corp. v. CA, 178 SCRA 188 (1989).
II. PARTIES TO A CONTRACT OF SALE (Arts. 1489-1492)

1. General Rule: Every person having legal capacity to obligate himself, may validly enter into
a contract of sale, whether as seller or as buyer. (Art. 1489)
2. Minors, Insane and Demented Persons, Deaf-Mutes (Arts. 1327, 1397 and 1399)
A minor cannot be deemed to have given her consent to a contract of sale; consent is
among the essential requisites of a contract, including one of sale, absent of which there can
be no valid contract. [?] xLabagala v. Santiago, 371 SCRA 360 (2001).
a. Necessaries (Arts. 1489 and 290)
b. xEmancipation (Arts. 399 and 1397; Inutile: Majority age now at 18 years, Arts. 234 and
236, Family Code, amended by R.A. 6809).
c. Protection of the Senile and Elderly (Art. 24) and Illiterates (Art. 1332)
Under Art. 1332, when one of the parties is unable to read, or if the contract is in a
language not understood by him, and mistake or fraud is alleged, the person enforcing the
contract must show that the terms thereof have been fully explained to the former;
otherwise, sale is void. [?] xVda. De Ape v. Court of Appeals, 456 SCRA 193 (2005).
While a person is not incompetent to contract merely because of advanced years or by
reason of physical infirmities, when such age or infirmities have impaired the mental
faculties so as to prevent the person from properly, intelligently or firmly protecting his
property rights, then he is undeniably incapacitated, and the sale he entered into is void [?].
19
Paragas v. Heirs of Dominador Balacano, 468 SCRA 717 (2005).
3. Sales By and Between Spouses:

17
Aquintey v. Tibong 511 SCRA 414 (2006).
18
Filinvest Credit Corp. v. Philippine Acetylene Co., Inc. 111 SCRA 421 (1982); Vda. de Jayme v. Court of Appeals, 390
SCRA 380 (2002).
19
Domingo v. Court of Appeals, 367 SCRA 368 (2001).
-5-
a. Contracts with Third Parties (Arts. 73, 96, and 124, Family Code)
Under Art. 124 of Family Code, sale by husband of a conjugal property without the
wifes consent is void, not merely voidable, since the resulting contract lacks one of the
20
essential elements of full consent. xGuiang v. CA, 291 SCRA 372 (1998).
A wife affixing her signature to a Deed of Sale as a witness is deemed to have given her
consent. xPelayo v. Perez, 459 SCRA 475 (2005).
As an exception, husband may dispose of conjugal property without wifes consent if
such sale is necessary to answer for conjugal liabilities mentioned in Articles 161 and 162.
xAbalos v. Macatangay, Jr., 439 SCRA 64 (2004).
b. Between Spouses (Arts. 133, 1490, 1492; Sec. 87, Family Code)
Sales between spouses who are not governed by a complete separation of property
regime are void, not just voidable. xMedina v. Collector, 1 SCRA 302 (1960).
Sale by husband of conjugal land to his concubine is null and void for being contrary to
morals and public policy and subversive of the stability of the family, a basic social
institution which public policy cherishes and protects. Calimlim-Canullas v. Fortun, 129
21
SCRA 675 (1984).
Since under Art. 1490, the spouses cannot validly sell property to one another, then
policy consideration and the dictates of morality require that the prohibition should apply also
to common-law relationships. cf. Matabuena v. Cervantes, 38 SCRA 284 (1971).
Nevertheless, when property resold to a third-party buyer in good faith and for value,
reconveyance is no longer available. xCruz v. CA, 281 SCRA 491 (1997).
The in pari delicto doctrine would apply to the spouses-parties under Art. 1490, since
only the heirs and the creditors can question the sales nullity. xModina v. Court of Appeals,
317 SCRA 696 (1999).
4. Others Relatively Disqualified (Arts. 1491 and 1492)

Contracts entered into in violation of Arts. 1490 and 1492 are not merely voidable, but
22
are null and void. Rubias v. Batiller, 51 SCRA 120 (1973).
a. Guardians, Agents and Administrators

No more need to comply with xRodriquez v. Mactal, 60 Phil. 13 (1934) which required
showing that a third party bought as conduit/nominee of the buyer disqualified under Art.
1491; rather, the presumption now is that such disqualified party obtained the property in
violation of said article. Philippine Trust Co. v. Roldan, 99 Phil. 392 (1956).
Prohibition against agents does not apply if the principal consents to the sale of the
property in the hands of the agent. xDistajo v. CA, 339 SCRA 52 (2000).
Hereditary rights are not included in the prohibition insofar as administrator or executor
of the estate of the deceased. xNaval v. Enriquez, 3 Phil. 669 (1904).
b. Attorneys.
Prohibition applies only while litigation is pending. xDirector of Lands v. Ababa, 88
SCRA 513 (1979); even when the litigation is not adversarial in nature Rubias v.
Batiller, 51 SCRA 120 (1973); or when it is a certiorari proceeding that may have no merit
xValencia v. Cabanting, 196 SCRA 302 (1991).
Prohibition applies only to a sale to a lawyer of record, and does not cover assignment
of the property given in judgment made by a client to an attorney, who has not taken part in
23
the case. xMunicipal Council of Iloilo v. Evangelista, 55 Phil. 290 (1930); nor to a lawyer
who acquired property prior to the time he intervened as counsel in the suit involving such
property. xDel Rosario v. Millado, 26 SCRA 700 (1969).
Prohibition does not apply: (a) to sale of a land acquired by a client to satisfy a
judgment in his favor, to his attorney as long as the property was not the subject of the
litigation. xDaroy v. Abecia, 298 SCRA 172 (1998); or (b) to a contingency fee
arrangement which grants the lawyer of record proprietary rights to the property in
litigation since the payment of said fee is not made during the pendency of litigation but
24
only after judgment has been rendered. Fabillo v. IAC, 195 SCRA 28 (1991).
c. Judges
20
Cirelos v. Hernandez, 490 SCRA 625 (2006); Bautista v. Silva, 502 SCRA 334 (2006).
21
Ching v. Goynako, Jr., 506 SCRA 735 (2006).
22
Uy Sui Pin v. Cantollas, 70 Phil. 55 (1940); Medina v. Collector, 1 SCRA 302 (1961).
23
Gregorio Araneta, Inc. v. Tuason de Paterno, 49 O.G. 45 (1952).
24
Recto v. Harden, 100 Phil. 427 (1956); Vda. de Laig v. CA, 86 SCRA 641 (1978).
-6-
A judge should restrain himself from participating in the sale of propertiesit is
incumbent upon him to advise the parties to discontinue the transaction if it is contrary to
law. Britanico v. Espinosa, 486 SCRA 523 (2006).
A judge who buys property in litigation before his court after the judgment becomes
final does not violate Art. 1491, but he can be administratively disciplined for violation of
the Code of Judicial Ethics. xMacariola v. Asuncion, 114 SCRA 77 (1982).
Even when the main cause is a collection of a sum of money, the properties levied are
still subject to the prohibition. xGan Tingco v. Pabinguit, 35 Phil. 81 (1916).
III. SUBJECT MATTER OF SALE (Arts. 1459 to 1465)

Transfer of title or an agreement to transfer it for a price paid or promised to be paid is the
essence of sale. xCommissioner of Internal Revenue v. CA and Ateneo de Manila University,
271 SCRA 605 (1997).
The Civil Code provisions defining sales is a catch-all provision which effectively brings
within it grasp a whole gamut of transfers whereby ownership of a thing is ceded for a
consideration. Polytechnic University v. CA, 368 SCRA 691 (2001).
Where under an agreement, a party renounces and transfers whatever rights, interests, or
claims she has over a parcel of land in favor of another party in consideration of the latters
payment of therein loan, the agreement is essentially a sale, and the rule on delivery effected
through a public instrument apply. xCaoibes, Jr. v. Caoibes-Pantoja, 496 SCRA 273 (2006).
1. Must Be Existing, Future or Contingent (Arts. 1347, 1348, and 1462)
a. Emptio Rei Speratae (Arts. 1461 and 1347)

Pending crops which have potential existence may be valid object of sale. xSibal v.
Valdez, 50 Phil. 512 (1927); and such transaction cannot be considered to effectively be
sale of the land or any part thereof. xPichel v. Alonzo, 111 SCRA 341 (1981).
b. Emptio Spei (Art. 1461)
c. Subject to Resolutory Condition (Art. 1465)
2. Must Be Licit (Arts. 1347, 1459 and 1575)

Under Art. 1347, a sale involving future inheritance is void and cannot be the source of
any right nor create any obligation. xTaedo v. Court of Appeals, 252 SCRA 80 (1996).
Article 1347 does not cover waiver of hereditary rights which is not equivalent to sale,
since waiver is a mode of extinction of ownership in favor of the other persons who are co-
heirs. xAcap v. Court of Appeals, 251 SCRA 30 (1995).
A mortgagor is not prevented from selling the property, since it is merely encumbrance
and effect a loss of his principal attribute as owner to dispose of the property. Law even
considers void a stipulation forbidding the owner from alienating mortgaged immovable.
xPineda v. CA, 409 SCRA 438 (2003).
3. Must Be Determinate or At Least Determinable (Art. 1460)

When the deed of sale describes a lot adjacent to the land seen, agreed upon and
delivered to the buyer, such land is the one upon which the minds have met, and not that
25
erroneously described in the deed. Atilano v. Atilano, 28 SCRA 231 (1969).
a. Generic things may be object of sale (Arts. 1246 and 1409[6])
Subject matter is determinable when by a formula or description agreed upon at
perfection there is a way by which the courts can delineate independent of the will of the
parties. Melliza v. City of Iloilo, 23 SCRA 477 (1968).
Where the lot sold is said to adjoin the previously paid lot on three sides thereof,
the subject lot is capable of being determined without the need of any new contract,
even when the exact area of the adjoining residential lot is subject to the result of a
survey. xSan Andres v. Rodriguez, 332 SCRA 769 (2000).
Determinable subject matter of sale are not subject to risk of loss until they are
physically segregated or particularly designated. Yu Tek & Co. v. Gonzales, 29 Phil.
384 (1915).
b. Undivided Interest (Art. 1463) or Undivided Share in a Mass of Fungible Goods (Art.
1464) May result it co-ownership.
25
Londres v. CA, 394 SCRA 133 (2002).
-7-
4. Quantity of Subject Matter Not Essential for Perfection? (Art. 1349)
Sale of grains is perfected even when the exact quantity or quality is not known, so
long as the source of the subject is certain. NGA v. IAC, 171 SCRA 131 (1989).
Where seller quoted to buyer the items offered for sale, by item number, part number,
description and unit price, and the buyer had sent in reply a purchase order without
indicating the quantity being order, there was already a perfected contract of sale, even
when required letter of credit had not been opened by the buyer. Johannes Schuback &
Sons Phil. Trading Corp. v. CA, 227 SCRA 719 (1993).
5. Sellers Obligation to Transfer Title to Buyer (Art. 1459, 1462, and 1505)
a. Seller's Ownership Need Not Exist at Perfection:
Sale of copra for future delivery does not make seller liable for estafa for failing to
deliver because the contract is still valid and the obligation was civil and not criminal.
xEsguerra v. People, 108 Phil. 1078 (1960).
A perfected contract of sale cannot be challenged on the ground of the sellers non-
ownership of the thing sold at the time of the perfection of the contract; it is at delivery
that the law requires the seller to have the right to transfer ownership of the thing sold.
xAlcantara-Daus v. de Leon, 404 SCRA 74 (2003).
It is essential that seller is owner of the property he is selling. The principal
obligation of a seller is to transfer the ownership of the property sold (Art. 1458). This
law stems from the principle that nobody can dispose of that which does not belong to
him. NEMO DAT QUOD NON HABET. xNoel v. CA, 240 SCRA 78 (1995).
That the sellers are no longer owners of the goods at perfection does not appear to
be one of the void contracts enumerated in Art. 1409 of Civil Code, and under Art. 1402
the Civil Code itself recognizes a sale where the goods are to be acquired x x x by the
seller after the perfection of the contract of sale clearly implying that a sale is possible
even if the seller was not the owner at the time of sale, provided he acquires title to the
property later on; nevertheless such contract may be deemed to be inoperative and may
thus fall, by analogy, under Art. 1409(5): Those which contemplate an impossible
service. Nool v. CA, 276 SCRA 149 (1997).
b. Subsequent Acquisition of Title by Non-Owner Seller (Art. 1434) validates the sale
and title passes to the seller by operation of law.
c. Acquisition by the Buyer May Even Depend on Contingency (Art. 1462).
X6. Illegality of Subject Matter (Arts. 1409, 1458, 1461, 1462, and 1575)
a. Special Laws: narcotics (R.A. 6425); wild bird or mammal (Act 2590, Sec. 7); rare wild
plants (Act 3983); poisonous plants or fruits (R.A. 1288); dynamited fish (R.A 428);
gunpowder and explosives (Act 2255); firearms and ammunitions (P.D. 9); sale of realty
by non-Christians (Sec. 145, Revised Adm. Code, R.A 4252)
b. Following Sales of Land Void:
By Non-Christian if not approved by Provincial Governor per Sec. 145 of Revised
Administrative Code. xTac-an v. CA, 129 SCRA 319 (1984).
Friar land without consent of Secretary of Agriculture required under Act No. 1120. xAlonso v.
Cebu Country Club, Inc., 375 SCRA 390 (2002); Liao v. CA, 323 SCRA 430 (2000).
Made in violation of land reform laws declaring tenant-tillers as the full owners of the lands they
tilled. xSiacor v. Gigantana, 380 SCRA 306 (2002).
Reclaimed lands are of the public domain and cannot, without congressional fiat, be sold,
public or private. Fisheries Dev. Authority v. Court of Appeals, 534 SCRA 490 (2007).
IV. PRICE AND OTHER CONSIDERATION (Arts. 1469-1474)

Price signifies the sum stipulated as the equivalent of the thing sold and also every
incident taken into consideration for the fixing of the price put to the debit of the buyer and
agreed to by him. xInchausti & Co. v. Cromwell, 20 Phil. 345 (1911).
Seller cannot unilaterally increase the price previously agreed upon with the buyer, even
when due to increased construction costs. xGSIS v. Court of Appeals, 228 SCRA 183 (1993).
Buyer who opted to purchase the land on installment basis with imposed interest, cannot
later unilaterally disavow the obligation created by the stipulation in the contract which sets the
interest at 24% per annum: The rationale behind having to pay a higher sum on the
installment is to compensate the vendor for waiting a number of years before receiving the total
amount due. The amount of the stated contract price paid in full today is worth much more that
a series of small payments totaling the same amount. x x x To assert that mere prompt
-8-
payment of the monthly installments should obviate imposition of the stipulated interest is to
ignore an economic fact and negate one of the most important principles on which commerce
operates. xBortikey v. AFP RSBS, 477 SCRA 511 (2005).
1. Price Must Be Real (Art. 1471)

a. When Price Simulated
(1) Mapalo v. Mapalo, 17 SCRA 114 (1966), versus: When two aged ladies, not versed
in English, sign a Deed of Sale on representation by buyer that it was merely to
evidence their lending of money, the situation constitutes more than just fraud and
vitiation of consent to give rise to a voidable contract, since there was in fact no
intention to enter into a sale, there was no consent at all, and more importantly, there
was no consideration or price agreed upon, which makes the contract void ab initio.
Rongavilla v. Court of Appeals, 294 SCRA 289 (1998).
(2) Mate v. CA, 290 SCRA 463 (1998), versus: When Deed of Sale was executed to
facilitate transfer of property to buyer to enable him to construct a commercial building
and to sell the property to the children, such arrangement being merely a subterfuge
on the part of buyer, the agreement cannot also be taken as a consideration and sale
is void. Yu Bun Guan v. Ong, 367 SCRA 559 (2001).
(3) Effects When Price Simulated The principle of in pari delicto nonoritur action, which
denies all recovery to the guilty parties inter se, where the price is simulated; the
doctrine applies only where the nullity arises from the illegality of the consideration or
26
the purpose of the contract. xModina v. Court of Appeals, 317 SCRA 696 (1999).
b. When Price is False (Arts. 1353 and 1354)

When the parties intended to be bound but the deed did not reflect the actual price
agreed upon, there is only a relative simulation of the contract which remains valid and
enforceable, but subject to reformation. xMacapgal v. Remorin, 458 SCRA 652 (2005).
When price indicated in deed of absolute sale is undervalued consideration pursuant
to intention to avoid payment of higher capital gains taxes, the price stated is false, but
the sale is still valid and binding on the real terms. xHeirs of Spouses Balite v. Lim, 446
SCRA 54 (2004).
c. Non-Payment of Price
Sale being consensual, failure of buyer to pay the price does not make the contract
void for lack of consideration or simulation, but results in buyers default, for which the
27
seller may exercise his legal remedies. xBalatbat v. CA, 261 SCRA 128 (1996).
In a contract of sale, the non-payment of the price is a resolutory condition which
extinguishes the transaction that, for a time, existed and discharges the obligations
created thereunder. [?] The remedy of an unpaid seller in a contract of sale is to seek
either specific performance or rescission. xHeirs of Pedro Escanlar v. Court of Appeals,
28
281 SCRA 176 (1997).
Badge That Price Is Simulated, Not Just Unpaid: It is a badge of simulated price,
which render the sale void, when the price, which appears thereon as paid, has in fact
never been paid by the purchaser to the seller. xVda. de Catindig. v. Heirs of Catalina
29
Roque, 74 SCRA 83 (1976).
2. Must Be in Money or Its Equivalent (Arts. 1458 and 1468)

Price must be valuable consideration as mandated by Civil Law, instead of any
price mandated in common law. Ong v. Ong, 139 SCRA 133 (1985); Bagnas v. CA,
176 SCRA 159 (1989); Republic v. Phil. Resources Dev., 102 Phil. 960 (1958).
Consideration for sale can take different forms, such as the prestation or promise of a
thing or service by another, thus:
When deed provides that the consideration was the expected profits from the subdivision
project. xTorres v. Court of Appeals, 320 SCRA 428 (1999).
Cancellation of liabilities on the property in favor of the seller. xPolytechnic University v. Court
of Appeals, 368 SCRA 691 (2001).
26
Yu Bun Guan v. Ong, , 367 SCRA 559 (2001); Gonzales v. Trinidad, 67 Phil. 682 (1939)
27
Pealosa v. Santos, 363 SCRA 545 (2001); Soliva v. The Intestate Estate of Marcelo M. Villalba, 417 SCRA 277
(2003); Province of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
28
Villaflor v. Court of Appeals, 280 SCRA 297 (1997).
29
Ocejo v. Florex, 40 Phil. 921 (1920); Ladanga v. CA, 131 SCRA 361 (1984); Rongavilla v. Court of Appeals, 294 SCRA
289 (1998); Labagala v. Santiago, 371 SCRA 360 (2001); Cruz v. Bancom Finance Corp., 379 SCRA 490 (2002); Montecillo
v. Reynes, 385 SCRA 244 (2002); Republic v. Southside Homeowners Asso., 502 SCRA 587 (2006); Quimpo, Sr. v Abad
Vda de Beltran, 545 SCRA 174 (2008).
-9-
Assumption of mortgage constituted on the property sold. xDoles v. Angeles, 492 SCRA 607
30
(2006).
3. Must Be Certain or Ascertainable at Perfection (Art. 1469)
a. How Price Determined to Be Ascertainable

(i) Set by third person appointed at perfection (Art. 1469)
(ii) Set by the courts (Art. 1469)
(iii) By reference to a definite day, particular exchange or market (Art. 1472)
(iv) By reference to another thing certain, such as to invoices then in existence and
clearly identified by the agreement xMcCullough v. Aenlle, 3 Phil. 285 (1904); or
known factors or stipulated formula (xMitsui v. Manila, 39 Phil. 624 (1919).
Price is ascertainable if the terms of the contract furnishes the courts a basis or
measure for determining the amount agreed upon, without having to refer back to either or
31
both parties. xVillanueva v. Court of Appeals, 267 SCRA 89 (1997).
Where the sale involves an asset under a privatization scheme which attaches a
peculiar meaning or signification to the term indicative price as merely constituting a ball-
park figure, then the price is not certain. xMoreno, Jr. v. Private Management Office, 507
SCRA 63 (2006).
Consideration is generally agreed upon as whole even if it consists of several parts,
and even if it is contained in one or more instruments; otherwise there would be no price
certain, and the contract of sale not perfected. xArimas v. Arimas, 55 O.G. 8682.
b. Price Never Set By One or Both Parties (Arts. 1473, 1182), unless the price is
separately accepted by the other party.
c. Effects of Unascertainability: Sale is inefficacious.
BUT: If Buyer Appropriates the Object, He Must Pay Reasonable Price. (Art. 1474)
There can be no concept of appropriation when it comes to land? Where
a church organization has been allowed possession and introduce improvements on
the land as part of its application to purchase with the NHA, and thereafter it refused
the formal resolution of the NHA Board setting the price and insisted on paying the
lower price allegedly given by the NHA Field Office, there can be no binding contract of
sale upon which an action for specific performance can prosper, not even on fixing the
price equal to the fair market value of the property. xNHA v. Grace Baptist Church, 424
SCRA 147 (2004).
4. Manner of Payment of Price ESSENTIAL

A definite agreement on the manner of payment of price is an essential element in the
formation of a binding and enforceable contract sale; without it the sale is void and an action
32
for specific performance must fail. Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007).
When the manner of payment of the price is discussed after acceptance, then such
acceptance did not produce a binding and enforceable contract of sale. xNavarro v. Sugar
Producer's Corp., 1 SCRA 1180 (1961).
Where there is no other basis for the payment of the subsequent amortizations in a Deed
of Conditional Sale, the reasonable conclusion one can reach is that the subsequent payments
shall be made in the same amount as the first payment. [?] xDBP v. Court of Appeals, 344
SCRA 492 (2000).
5. Inadequacy of Price Does Not Affect Ordinary Sale (Arts. 1355 and 1470)
Mere inadequacy of the price does not affect the validity of the sale when both parties are
in a position to form an independent judgment concerning the transaction, unless fraud,
mistake, or undue influence indicative of a defect in consent is present. The contract may be
annulled for vitiated consent and not due to the inadequacy of price. xBautista v. Court of
33
Appeals, 436 SCRA 141 (2004).
30
The deed of sale with assumption of mortgage is a registrable instrument and must be registered with the Register of
Deeds in order to bind third parties. Rodriguez v. Court of Appeals, 495 SCRA 490 (2006).
31
Boston Bank of the Philippines v. Manalo, 482 SCRA 108 (2006).
32
Velasco v. CA, 51 SCRA 439 (1973); Co v. Court of Appeals, 286 SCRA 76 (1998); San Miguel Properties Philippines
v. Huang, 336 SCRA 737 (2000); Montecillo v. Reynes, 385 SCRA 244 (2002); Edrada v. Ramos, 468 SCRA 597 (2005);
Cruz v. Fernando, 477 SCRA 173 (2005); Marnelego v. Banco Filipino Savings and Mortgage Bank, 480 SCRA 399 (2006);
Boston Bank of the Phil. v. Manalo, 482 SCRA 108 (2006); Platinum Plans Phil., Inc. v. Cucueco, 488 SCRA 156 (2006);
Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006).
33
Ereeta v. Bezore, 54 SCRA 13 (1973).
- 10 -
Absent any evidence of the fair market value of a land as of the time of its sale, it cannot
be concluded that the price at which it was sold was inadequate. xAcabal v. Acabal, 454
34
SCRA 897 (2005).
a. Gross Inadequacy of Price May Avoid Judicial Sale:
(i) Only when it is shocking to the conscience of man. xPascua v. Simeon, 161 SCRA 1
(1988); and
(ii) There is showing that, in the event of a resale, a better price can be obtained. xCu Bie v.
35
Court of Appeals, 15 SCRA 307 (1965).
UNLESS: There is right of redemption, in which case the proper remedy is to redeem. xDe
36
Leon v. Salvador, 36 SCRA 567 (1970).
BUT: By way of extraordinary circumstances perceived, when in a judicial sale the right of
redemption has been lost, where the inadequacy of the price is purely shocking to
the conscience, such that the mind revolts at it and such that a reasonable man
would neither directly or indirectly be likely to consent to it, the same will be se
aside. xCometa v. Court of Appeals, 351 SCRA 294 (2001).
There is gross inadequacy in price if a reasonable man will not agree to dispose of his
property. Dorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
When judicial sale is voided without fault of purchaser, the latter is entitled return of
price with simple interest, together with all sums paid out by him in improvements introduced
on the property, taxes, and other expenses. xSeven Brothers Shipping Corp. v. Court of
Appeals, 246 SCRA 33 (1995).
b. Lesion of more than 1/4 of value of thing makes sale rescissible unless approved by
court (Art. 1386).
c. Gross inadequacy of price may raise the presumption of equitable mortgage (Art.
1602).
V. FORMATION OF CONTRACT OF SALE (Arts. 1475-1488)

A. POLICITACION STAGE (Art. 1479)
Policitation stage covers the doctrine of freedom of contract which signifies or implies
the right to choose with whom to contract. A property owner is free to offer his property for
sale to any interested person, and is not duty bound to sell the same to the occupant thereof,
absent any prior agreement vesting the occupants the right of first priority to buy. xGabelo v.
A negotiation is formally initiated by an offer, which, however, must be certain. At any
time prior to the perfection of the contract, either negotiating party may stop the negotiation.
At this stage, the offer may be withdrawn; the withdrawal is effective immediately after its
manifestation. To convert the offer into a contract, the acceptance must be absolute and
must not qualify the terms of the offer; it must be plain, unequivocal, unconditional and
without variance of any sort from the proposal. Manila Metal Container Corp. v. PNB, 511
37
SCRA 444 (2006).
An unaccepted unilateral promise (offer to buy or to sell) prior to acceptance, does not
give rise to any obligation or right. xRaroque v. Marquez, 37 O.G. 1911.
Where the offer is given with a stated time for its acceptance, the offer is terminated at
the expiration of that time. xVillegas v. Court of Appeals, 499 SCRA 276 (2006).
1. Option Contract
An option is a preparatory contract in which one party grants to the other, for a fixed
period and under specified conditions, the power to decide, whether or not to enter into a
principal contract. It binds the party who has given the option, not to enter into the principal
contract with any other person during the period designated, and, within that period, to enter
into such contract with the one to whom the option was granted, if the latter should decide to
use the option. It is a separate agreement distinct from the contract of sale which the parties
may enter into upon the consummation of the option. Carceller v. Court of Appeals, 302
38
SCRA 718 (1999).
34
Avila v. Barabat, 485 SCRA 8 (2006).
35
Tayengco v. Court of Appeals, 15 SCRA 306 (1965); Republic v. NLRC, 244 SCRA 564 (1995).
36
Vda. de Gordon v. Court of Appeals, 109 SCRA 388 (1981).
37
Navarra v. Planters Dev. Bank, 527 SCRA 562 (2007).
38
Laforteza v. Machuca, 333 SCRA 643 (2000); Buot v. CA, 357 SCRA 846 (2001); Tayag v. Lacson, 426 SCRA 282
(2004); Abalos v. Macatangay, Jr., 439 SCRA 649 (2004); Vasquez v. Ayala Corp., 443 SCRA 231 (2004).
- 11 -
An option imposes no binding obligation on the person holding the option aside from the
consideration for the offer. Until accepted, it is not treated as a sale. Tayag v. Lacson, 426
39
SCRA 282 (2004).
Tenants, not being the registered owners, cannot grant an option on the land, much less
any exclusive right to buy the property under the Latin saying nem dat quod non habet.
xTayag v. Lacson, 426 SCRA 282 (2004).
a. Meaning of Separate Consideration (Arts. 1479 and 1324)

A unilateral promise to sell, in order to be binding upon the promissor, must be for a
price certain and supported by a consideration separate from such price. xSalame v.
40
The separate consideration in an option may be anything of value, unlike in sale
where it must be the price certain in money or its equivalent. Villamor v. Court of
41
Appeals, 202 SCRA 607 (1991), such when the option is attached to a real estate
mortgage xSoriano v. Bautista, 6 SCRA 946 (1962).
Although no consideration is expressly mentioned in an option contract, it is
presumed that it exists and may be proved, and once proven, the option is binding.
xMontinola v. Cojuangco, 78 Phil. 481 (1947).
b. No Separate Consideration: Void as Option, Valid as a Certain Offer Sanchez v.

42
Rigos, 45 SCRA 368 (1972).
BUT LATELY: xYao Ka Sin Trading v. CA, 209 SCRA 763 (1991); xMontilla v. CA, 161
SCRA 855 (1988); xNatino v. IAC, 197 SCRA 323 (1991); and xDiamante
v. CA, 206 SCRA 52 (1992).
c. There Must Be Acceptance of Option Offer. Vazquez v. CA, 199 SCRA 102 (1991).
d. Proper Exercise of Option Contract. Nietes v. CA, 46 SCRA 654 (1972).

An option attached to a lease when not exercised within the option period is
extinguished and cannot be deemed to have been included in the implied renewal (tacita
reconduccion) of the lease. xDizon v. CA, 302 SCRA 288 (1999).
Proper exercise of an option gives rise to the reciprocal obligations of sale xHeirs of
43
Luis Bacus v. Court of Appeals, 371 SCRA 295 (2001), which must be enforced with
ten (10) years as provided under Art. 1144. xDizon v. Court of Appeals, 302 SCRA 288
(1999).
There must be virtual exercise of option with the option period. Carceller v. Court
2. Right of First Refusal

A right of first refusal cannot be the subject of specific performance, but breach would
allow a recovery of damages. xGuerrero v. Yigo, 96 Phil. 37 (1954).
Rights of first refusal only constitute innovative juridical relations, but do not rise to the
level of contractual commitment since with the absence of agreement on price certain, they
are not subject to contractual enforcement. Ang Yu Asuncion v. Court of Appeals, 238
SCRA 602 (1994).
Right of first refusal contained in a lease, when breached by promissor allows
enforcement by the promisee by way of rescission of the sale entered into with the third
party, pursuant to Arts. 1381(3) and 1385 of Civil Code. xGuzman, Bocaling & Co. v.
Bonnevie, 206 SCRA 668 (1992); Equatorial Realty Dev., Inc. v. Mayfair Theater, Inc.,
44
264 SCRA 483 (1996); Paranaque Kings Enterprises, Inc. v. CA, 268 SCRA 727, 741
(1997).
In a right of first refusal, while the object might be made determinate, the exercise of the
right would be dependent not only on the grantors eventual intention to enter into a binding
juridical relation with another but also on terms, including the price, that are yet to be firmed
up. . . . the offer may be withdrawn anytime by communicating the withdrawal to the other
party. Vasquez v. Ayala Corp., 443 SCRA 231 (2004).
39
Adelfa Properties, Inc. v. CA, 240 SCRA 565 (1995); Kilosbayan, Inc. v. Morato, 246 SCRA 540 (1995); San Miguel
Properties Philippines, Inc. v. Huang, 336 SCRA 737 (2000); Limson v. CA, 357 SCRA 209 (2001).
40
JMA House, Inc. v. Sta. Monica Industrial and Dev. Corp., 500 SCRA 526 (2006).
41
De la Cavada v. Diaz, 37 Phil. 982 (1918); xSan Miguel Properties Philippines, Inc. v. Huang, 336 SCRA 737 (2000)
42
Affirming Atkins, Kroll & Co., Inc. v. Cua, 102 Phil. 948 (1958); overturning Southwestern Sugar Molasses Co. v.
Atlantic Gulf & Pacific Co., 97 Phil. 249 (1955).
43
Limson v. Court of Appeals, 357 SCRA 209 (2001).
44
Rosencor Dev. Corp. v. Inquing, 354 SCRA 119 (2001); Conculada v. CA, 367 SCRA 164 (2001); Polytechnic
University v. CA, 368 SCRA 691 (2001); Riviera Filipina, Inv. v. Court of Appeals, 380 SCRA 245 (2002); Lucrative Realty
and Dev. Corp. v. Bernabe, Jr., 392 SCRA 679 (2002); Villegas v. Court of Appeals, 499 SCRA 276 (2006).
- 12 -
A right of first refusal clause simply means that should the lessor decide to sell the
leased property during the term of the lease, such sale should first be offered to the lessee;
and the series of negotiations that transpire between the lessor and the lessee on the basis
of such preference is deemed a compliance of such clause even when no final purchase
agreement is perfected between the parties. The lessor was then at liberty to offer the sale
to a third party who paid a higher price, and there is no violation of the right of the lessee.
45
Riviera Filipina, Inv. v. Court of Appeals, 380 SCRA 245 (2002).
A right of first refusal in a lease in favor of the lessee cannot be availed of by the
sublessee. xSadhwani v. Court of Appeals, 281 SCRA 75 (1997).
4. Mutual Promises to Buy and Sell (Art. 1479): True Contract to Sell
Mutual promises to buy and sell a certain thing for a certain price gives each of the
contracting parties a right to demand from the other the fulfillment of the obligation.
xBorromeo v. Franco, 5 Phil. 49 (1905).
Even in this case the certainty of the price must also exist, otherwise, there is no valid
and enforceable contract to sell. xTan Tiah v. Yu Jose, 67 Phil. 739 (1939).
An accepted bilateral promise to buy and sell is in a sense similar to, but not exactly the
same, as a perfected contract of sale because there is already a meeting of minds upon the
46
thing which is the object of the contract and upon the price. But a contract of sale is
consummated only upon delivery and payment, whereas in a bilateral promise to buy and
sell gives the contracting parties rights in personam, such that each has the right to demand
from the other the fulfillment of their respective undertakings. Macion v. Guiani, 225
47
SCRA 102 (1993).
The cause of action under a mutual promise to buy and sell is 10 years. xVillamor v.
B. PERFECTION STAGE (Arts. 1475, 1319, 1325 and 1326)

Sale is perfected at the moment there is a meeting of minds upon the thing which is the
object of the contract and upon the price. From that moment, the parties may reciprocally
demand performance subject to the law governing the form of contracts. xMarnelego v.
48
Banco Filipino Savings and Mortgage Bank, 480 SCRA 399 (2006).
Mutual consent being a state of mind, its existence may only be inferred from the
confluence of two acts of the parties: an offer certain as to the object of the contract and its
consideration, and an acceptance of the offer which is absolute in that it refers to the exact
49
object and consideration embodied in said offer. xVillanueva v. PNB, 510 SCRA 275 (2006).
If a material element of a contemplated contract is left for future negotiations, the same is
too indefinite to be enforceable. For a contract to be enforceable, its terms must be certain
and explicit, not vague or indefinite. xBoston Bank of the Phil. v. Manalo, 482 SCRA 108
(2006).
So long as there is any uncertainty or indefiniteness, or future negotiations or
consideration yet to be had between the parties, there is no contract at all. xMoreno, Jr. v.
Private Management Office, 507 SCRA 63 (2006).
1. Absolute Acceptance of a Certain Offer (Art. 1475)

A qualified acceptance or one that involves a new proposal constitutes a counter-offer
and a rejection of the original offer. The acceptance must be identical in all respects with
that of the offer so as to produce consent or meeting of minds. Manila Metal Container
50
Corp. v. PNB, 511 SCRA 444 (2006).
Placing the word Noted and signing such note at the bottom of the written offer cannot
be considered an acceptance that would give rise to a valid contract of sale. xDBP v. Ong,
460 SCRA 170 (2005).
If sale subject to suspensive condition: No perfected sale of a lot where the award
thereof was expressly made subject to approval by the higher authorities and there
eventually was no acceptance manifested by the supposed awardee. xPeople's Homesite &
Housing Corp. v. CA, 133 SCRA 777 (1984).
2. When Deviation Allowed: Villonco v. Bormaheco, 65 SCRA 352 (1975).
45
Polytechnic University v. CA, 368 SCRA 691 (2001); Villegas v. CA, 499 SCRA 276 (2006).
46
El Banco Nacional Filipino v. Ah Sing, 69 Phil. 611 (1940); Manuel v. Rodriguez, 109 Phil. 1 (1960).
47
Borromeo v. Franco, 5 Phil. 49 (1905); Villamor v. CA, 202 SCRA 607 (1991); Coronel v. CA, 263 SCRA 15 (1996).
48
Valdez v. Court of Appeals, 439 SCRA 55 (2004); Blas v. Angeles-Hutalla, 439 SCRA 273 (2004); Ainza v. Padua, 462
SCRA 614 (2005); Cruz v. Fernando, 477 SCRA 173 (2005).
49
Moreno, Jr. v. Private Management Office, 507 SCRA 63 (2006).
50
Beaumont v. Prieto, 41 Phil. 670 (1916); Zayco v. Serra, 44 Phil. 326 (1923).
- 13 -
3. Sale by Auction (Arts. 1476, 1403(2)(d), 1326)
The terms and conditions provided by the owner of property to be sold at auction are
binding upon all bidders, whether they knew of such conditions or not. xLeoquinco v.
Postal Savings Bank, 47 Phil. 772 (1925).
A auction sale is perfected by the fall of the hammer or in other customary manner and
it does not matter that another was allowed to match the bid of the highest bidder.
xProvince of Cebu v. Heirs of Rufina Morales, 546 SCRA 315 (2008).
4. Earnest Money (Art. 1482)

Earnest money given by the buyer shall be considered as part of the price and as proof
of the perfection of the contract. It constitutes an advance payment to be deducted from the
total price. xEscueta v. Lim, 512 SCRA 411 (2007).
Absent proof of the concurrence of all the essential elements of a contract of sale, the
giving of earnest money cannot establish the existence of a perfected contract of sale.
51
Manila Metal Container Corp. v. PNB, 511 SCRA 444 (2006).
Article 1482 does not apply when earnest money given in a contract to sell xSerrano v.
Caguiat, 517 SCRA 57 (2007), especially where by stipulation the buyer has the right to
walk away from the transaction, with no obligation to pay the balance, although he will forfeit
52
the earnest money. xChua v. Court of Appeals, 401 SCRA 54 (2003).
When there is no provision for forfeiture of earnest money in the event the sale fails to
materialize, then with the rescission it becomes incumbent upon seller to return the earnest
money as legal consequence of mutual restitution. xGoldenrod, Inc. v. Court of Appeals, 299
SCRA 141 (1998).
5. Difference Between Earnest Money and Option Money. Oesmer v. Paraiso Dev.
Corp., 514 SCRA 228 (2007).
6. Sale Deemed Perfected Where Offer Was Made. (Art. 1319)
C. FORMAL REQUIREMENTS OF SALES (Arts. 1357, 1358, 1406 and 1483)

1. Form Not Important for Validity of Sale
53
Sale of land under private instrument is valid. xGallar v. Husain, 20 SCRA 186 (1967).
Articles 1357 and 1358, in relation to Art. 1403(2), require that the sale of real property
must be in writing for it to be enforceable, it need not be notarized for there is nothing in
those provisions which require that it must be executed in a public document to be valid.
54
xMartinez v. CA, 358 SCRA 38 (2001); but both its due execution and its authenticity must
be proven, pursuant to Sec. 20, Rule 132 of the Rules of Court. xTigno v. Aquino, 444
SCRA 61 (2003).
a. Other Rulings on Deeds of Sale:

Seller may agree to a deed of absolute sale before full payment of the purchase price. xPan
Pacific Industrial Sales Co., Inc. v. CA, 482 SCRA 164 (2006).
Assuming that the buyers failed to pay the full price stated in the Deed of Sale, such partial
failure would not render the sale void. Bravo-Guerrero v. Bravo, 465 SCRA 244 (2005).
That marital consent was executed prior to the Deed of Absolute Sale does not indicate that it
is a phoney. Pan Pacific Industrial Sales Co., Inc. v. CA, 482 SCRA 164 (2006).
A Deed of Sale when acknowledged before a notary public, enjoys the presumption of
regularity and due execution. To overthrow that presumption, sufficient, clear and convincing
evidence is required, otherwise the document should be upheld. xBravo-Guerrero v. Bravo,
55
465 SCRA 244 (2005).
Notarization of Deeds of Sale by one who was not a notary public does not affect the validity
thereof; said documents were merely converted into private documents. xR.F. Navarro & Co.
Inc. v. Vailoces, 361 SCRA 139 (2001).
Notarization of a deed of sale does not guarantee its validity nor is it conclusive of the true
agreement of the parties thereto, because it is not the function of the notary public to validate
51
Limjoco v. CA, 37 SCRA 663 (1971); Villonco v. Bormaheco, 65 SCRA 352 (1975); Spouses Doromal, Sr. v. CA, 66
SCRA 575 (1975); PNB v. CA, 262 SCRA 464 (1996); San Miguel Properties Philippines, Inc. v. Huang, 336 SCRA 737
(2000); Platinum Plans Phil. Inc. v. Cucueco, 488 SCRA 156 (2006).
52
San Miguel Properties Philippines, Inc. v. Huang, 336 SCRA 737 (2000).
53
F. Irureta Goyena v. Tambunting, 1 Phil. 490 (1902).
54
Heirs of Biona v. CA, 362 SCRA 29 (2001).
55
Yason v. Arciaga, 449 SCRA 458 (2005); Union Bank v. Ong, 491 SCRA 581 (2006); Tapuroc v. Loquellano Vda. De
Mende, 512 SCRA 97 (2007); Alfaro v. Court of Appeals, 519 SCRA 270 (2007); Santos v. Lumbao, 519 SCRA 408 (2007);
Pedrano v. Heirs of Benedicto Pedrano, 539 SCRA 401 (2007); Olivares v. Sarmiento, 554 SCRA 384 (2008).
- 14 -
an instrument that was never intended by the parties to have any binding legal effect. xSalonga
56
v. Concepcion, 470 SCRA 291 (2005).
Buyers immediate taking of possession of subject property corroborates the truthfulness and
authenticity of the deed of sale. xAlcos v. IAC, 162 SCRA 823 (1988). Conversely, the sellers
continued possession of the property makes dubious the contract of sale between them.
57
xSantos v. Santos, 366 SCRA 395 (2001).
Any substantial difference between the terms of the Contract to Sell and the concomitant Deed
of Absolute Sale (such as difference in subject matter, and difference in price and/or the terms
thereof), does not make the transaction between the seller and the buyer void, for it is truism
that the execution of the Deed of Absolute Sale effectively rendered the previous Contract to
Sell ineffective and cancelled [through the process of novation]. xLumbres v. Talbrad, Jr., 516
SCRA 575 (2007).
b. Value of Business Forms to Prove Sale:

Business forms, e.g., order slip, delivery charge invoice and the like, which are
issued by the seller in the ordinary course of the business are not always fully
accomplished to contain all the necessary information describing in detail the whole
business transactionmore often than not they are accomplished perfunctorily without
proper regard to any legal repercussion for such neglect such that despite their being
often incomplete, said business forms are commonly recognized in ordinary commercial
transactions as valid between the parties and at the very least they serve as an
acknowledgment that a business transaction has in fact transpired. xDonato C. Cruz
Trading Corp. v. CA, 347 SCRA 13 (2000).
These documents are not mere scraps of paper bereft of probative value but vital
pieces of evidence of commercial transactions. They are written memorials of the
details of the consummation of contracts. xLagon v. Hooven Comalco Industries, Inc.,
349 SCRA 363 (2001).
2. WHEN FORM IMPORTANT IN SALE

a. To Bind Third Parties
Article 1358 which requires the embodiment of certain contracts in a public instrument
is only for convenience, and registration of the instrument only adversely affects third
parties. Formal requirements are, therefore, for the benefit of third parties; and non-
compliance therewith does not adversely affect the validity of the contract nor the
contractual rights and obligations of the parties thereunder. Fule v. CA, 286 SCRA 698
58 59
(1998); Dalion v. CA, 182 SCRA 872 (1990).
Non-registration of a contract of sale does not affect its validity and binding effect as
between the contracting parties themselves. xUniversal Robina Sugar Milling Corp. v.
Heirs of Angel Teves, 389 SCRA 316 (2002).
While sale of land appearing in a private deed is binding between the parties, it
cannot be considered binding on third persons, if it is not embodied in a public instrument
and recorded in the Registry of Deeds. Secuya v. Vda. De Selma, 326 SCRA 244
60
(2000).
b. For Enforceability Between the Parties: STATUTE OF FRAUDS (Arts. 1403 and 1405)
The term Statute of Frauds is descriptive of the statutes which require certain
classes of contracts, such as agreements for the sale of real property, to be in writing, the
purpose being to prevent fraud and perjury in the enforcement of obligations depending
for their evidence on the unassisted memory of witnesses by requiring certain enumerated
contracts and transactions to be evidenced by a writing signed by the party to be
61
charged.
Presupposes Valid Contract of Sale The application of the Statute of Frauds
presupposes the existence of a perfected contract. When the records show that there
was no perfected contract of sale, there is no basis for the application of the Statute of
62
Frauds. xFirme v. Bukal Enterprises and Dev. Corp., 414 SCRA 190 (2003).
(1) Coverage:
(i) Sale of Real Property A sale of realty cannot be proven by means of witnesses,
but must necessarily be evidenced by a written instrument, duly subscribed by
the party charged, or by secondary evidence of the contents of such document.
56
Nazareno v. CA, 343 SCRA 637 (2000); Santos v. Heirs of Jose P. Mariano, 344 SCRA 284 (2000)
57
Domingo v. CA, 367 SCRA 368 (2001).
58
Universal Robina Sugar Milling Corp. v. Heirs of Angel Teves, 389 SCRA 316 (2002).
59
Limketkai Sons Milling, Inc. v. CA, 250 SCRA 523 (1995); Agasen v. CA, 325 SCRA 504 (2000).
60
Talusan v. Tayag, 356 SCRA 263 (2001); Santos v. Manalili, 476 SCRA 679 (2005).
61
Shoemaker v. La Tondea, 68 Phil. 24 (1939).
62
xRosencor Development Corp. v. Inquing, 354 SCRA 119 (2001).
- 15 -
No other evidence can be received except the documentary evidence referred to.
63
xGorospe v. Ilayat, 29 Phil. 21 (1914).
(ii) Agency to Sell or to Buy As contrasted from sale, an agency to sell does not
belong to any of the three categories of contracts covered by Arts. 1357 and
1358 and not one enumerated under the Statutes of Frauds in Art. 1403. xLim v.
64
(iii) Rights of First Refusal A right of first refusal is not covered by the statute of
frauds. Furthermore, Art. 1403(2)(e) of Civil Code presupposes the existence of a
perfected, albeit unwritten, contract of sale; a right of first refusal, such as the one
involved in the instant case, is not by any means a perfected contract of sale of
real property. xRosencor Dev. Corp. v. Inquing, 354 SCRA 119 (2001).
(iv) Equitable Mortgage Statute does not stand in the way of treating an absolute
deed as a mortgage, when such was the parties intention, although the
agreement for redemption or defeasance is proved by parol evidence. xCuyugan
65
v. Santos, 34 Phil. 100 (1916).
(v) Right to Repurchase The deed of sale and the verbal agreement allowing the
right of repurchase should be considered as an integral whole; the deed of sale is
itself the note or memorandum evidencing the contract. xMactan Cebu
International Airport Authority v. Court of Appeals, 263 SCRA 736 (1996).
(2) Memorandum (Yuviengco v. Dacuycuy, 104 SCRA 668 [1981]; Limketkai Sons
Milling, Inc. v. CA, 250 SCRA 523 [1995]; BUT SEE 255 SCRA 6).
For the memorandum to take the sale out of the coverage of the Statute of Frauds,
it must contain all the essential terms of the contract of sale. xTorcuator v. Bernabe,
66
459 SCRA 439 (2005), even when scattered into various correspondences which can
67
be brought together xCity of Cebu v. Heirs of Candido Rubi, 306 SCRA 408 (1999).
EXCEPTION: Electronic Documents under the E-COMMERCE ACT (R.A. 8792)
(3) Partial Execution (Art. 1405) Ortega v. Leonardo, 103 Phil. 870 (1958); Claudel
v. Court of Appeals, 199 SCRA 113 (1991).
Delivery of the deed to buyers agent, with no intention to part with the title until the
purchase price is paid, does not take the case out of the Statute of Frauds. xBaretto v.
Manila Railroad Co., 46 Phil. 964 (1924).
The Statute of Frauds does not apply to contracts either partially or totally
performed. In addition, a contract that violates the Statute of Frauds is ratified by the
acceptance of benefits under the contract, such as the acceptance of the purchase
price and using the proceeds to pay outstanding loans. Alfredo v. Borras, 404 SCRA
68
145 (2003).
(4) Waiver (Art. 1405) Cross-examination on the contract is deemed a waiver of the
69
defense of the Statute. xLimketkai Sons Milling, Inc. v. CA, 250 SCRA 523 (1995).
(5) Rulings on Receipts and Other Documentary Evidence of Sale

Since a contract of sale is perfected by mere consent, then when the dealer of
motor vehicles accepts a deposit of P50,0000 and pulls out a unit from the assembler
for that purpose, it was in breach of contract when it sold the car subsequently to
another buyer. xXentrex Automotive, Inc. v. Court of Appeals, 291 SCRA 66 (1998).
A sales invoice is a commercial document-commercial documents or papers are
those used by merchants or businessmen to promote or facilitate trade or credit
transactionsthey are not mere scraps of paper bereft of probative value, but vital
pieces of evidence of commercial transactions, written memorials of the details of the
consummation of contracts. Seaiol Petroleum Corp. v. Autocorp Group, 569 SCRA
387 (2008).
Sales invoices are not evidence of payment of the price, but evidence of the
receipt of the goods; since the best evidence to prove payment is the official receipt.
El Oro Engravers Corp. v. Court of Appeals, 546 SCRA 42 (2008).
63
Alba Vda. De Rax v. Court of Appeals, 314 SCRA 36 (1999).
64
Torcuator v. Bernabe, 459 SCRA 439 (2005).
65
Rosales v. Suba, 408 SCRA 664 (2003).
66
Paredes v. Espino, 22 SCRA 1000 (1968).
67
Berg v. Magdalena Estate, Inc., 92 Phil. 110 (1952); Limketkai Sons Milling, Inc. v. CA, 250 SCRA 523 (1995); First
Philippine Intl Bank v. CA, 252 SCRA 259 (1996).
68
Vda. de Jomoc v. CA, 200 SCRA 74 (1991); Soliva v. The Intestate Estate of Marcelo M. Villalba, 417 SCRA 277
(2003); Ainza v. Padua, 462 SCRA 614 (2005); De la Cena v. Briones, 508 SCRA 62 (2006).
69
Lacanilao v. CA, 262 SCRA 486 (1996).
- 16 -
A receipt which is merely an acknowledgment of the sum received, without any
indication therein of the total purchase price of the land or of the monthly installments
to be paid, cannot be the basis of valid sale. xLeabres v. CA, 146 SCRA 158
70
(1986).
In itself, the absence of receipts, or any proof of consideration, would not be
conclusive of the inexistence of a sale since consideration is always presumed.
xTigno v. Aquino, 444 SCRA 61 (2003).
Receipts proves payment which takes the sale out of the Statute of Frauds.
Toyota Shaw, Inc. v. Court of Appeals, 244 SCRA 320 (1995).
c. For Validity: Sale of Realty Through Agent, Authority Must Be in Writing (Art. 1874)
When sale of a piece of land or any interest therein is through an agent, the authority of
the latter shall be in writing; otherwise, the sale shall be void, even when:
Agent is the son of the owner. xDelos Reyes v. CA, 313 SCRA 632 (1999)
There is partial payment of the price received by the supposed agent. xDizon v. CA, 396
71
SCRA 154 (2003).
In the case of a corporate owner of realty. xCity-Lite Realty Corp. v. CA, 325 SCRA 385
72
(2000).
When the Contract to Sell was signed by the co-owners themselves as witnesses, the
written authority for their agent mandated under Article 1874 of the Civil Code is no longer
required. xOesmer v. Paraiso Dev. Corp., 514 SCRA 228, 237 (2007).
c. Sale of Large Cattle (Art. 15851; Sec. 529, Revised Adm. Code)
XD. SIMULATED SALES

Characteristic of simulation is that the apparent contract is not really desired or intended to
produce legal effect or in any way alter the parties juridical situation, or that the parties have
no intention to be bound by the contract. The requisites are: (a) an outward declaration of will
different from the will of the parties; (b) false appearance must have been intended by mutual
agreement; and (c) purpose is to deceive third persons. xManila Banking Corp. v. Silverio, 466
73
SCRA 438 (2005).
1. Badges and Non-badges of Simulation:

Non-payment of the stipulated consideration, absence of any attempt by the buyers to assert their
74
alleged rights over the subject property. xVillaflor v. CA, 280 SCRA 297 (1997).
Failure of alleged buyers to collect rentals from alleged seller. xSantiago v. CA, 278 SCRA 98
(1997); but not when there appears a legitimate lessor-lessee relationship between the vendee
and the vendor. xUnion Bank v. Ong, 491 SCRA 581 (2006).
Although the agreement did not provide for the absolute transfer ownership of the land to buyer,
that did not amount to simulation, since delivery of certificate of ownership and execution of deed
of absolute sale were expressly stipulated as suspensive conditions, which gave rise to the
corresponding obligation on part of buyer to pay the last installments. xVillaflor v. CA, 280 SCRA
297 (1997).
When signature on a deed of sale is a forgery. Fidel v. Court of Appeals, 559 SCRA 186 (2008).
But bare assertions that the signature appearing on the Deeds of Sale is not that of her husband
is not enough to allege simulation, since forgery is not presumed; it must be proven by clear,
positive and convincing evidence. xR.F. Navarro & Co. v. Vailoces, 361 SCRA 139 (2001).
Simulation of contract and gross inadequacy of price are distinct legal concepts, with different
effects the concept of a simulated sale is incompatible with inadequacy of price. When the
parties to an alleged contract do not really intend to be bound by it, the contract is simulated and
void. Gross inadequacy of price by itself will not result in a void contract, and it does not even
affect the validity of a contract of sale, unless it signifies a defect in the consent or that the parties
actually intended a donation or some other contract. xBravo-Guerrero v. Bravo, 465 SCRA 244
(2005).
2. When Motive Nullifies the Sale

In sale, consideration is, as a rule, different from the motive of parties, and when the
primary motive is illegal, such as when the sale was executed over a land to illegally
frustrate a person's right to inheritance and to avoid payment of estate tax, the sale is void
70
Limson v. CA, 357 SCRA 209 (2001).
71
Firme v. Bukal Enterprises and Dev. Corp., 414 SCRA 190 (2003).
72
Pineda v. CA, 376 SCRA 222 (2002).
73
Rosario v. CA, 310 SCRA 464 (1999); Loyola v. CA, 326 SCRA 285 (2000); Yu Bun Guan v. Ong, 367 SCRA 559
(2001); Payongayong v. CA, 430 SCRA 210 (2004).
74
Solidstate Multi-Products Corp. v. Catienza-Villaverde, 559 SCRA 197 (2008).
- 17 -
because illegal motive predetermined purpose of the contract. xOlegario v. CA, 238 SCRA
75
96 (1994).
Where the parties to a contract of sale agreed to a consideration, but the amount
reflected in the final Deed of Sale was lower, their motivation being to pay lower taxes on
the transaction, the contract of sale remains valid and enforceable upon the terms of the
real consideration. Although illegal, the motives neither determine nor take the place of the
consideration. xHeirs of Spouses Balite v. Lim, 446 SCRA 54 (2004).
3. Remedies Allowed When Sale Simulated

When a contract of sale is void, the right to set up its nullity or non-existence is available
to third persons whose interests are directly affected thereby. Likewise, the remedy of accion
pauliana is available when the subject matter is a conveyance, otherwise valid, undertaken in
fraud of creditors. xManila Banking Corp. v. Silverio, 466 SCRA 438 (2005).
The rescissory action to set aside contracts in fraud of creditors is accion pauliana,
essentially a subsidiary remedy accorded under Article 1383 which the party suffering
damage can avail of only when he has no other legal means to obtain reparation for the
same. In such action, it must be shown that both contracting parties have acted maliciously
so as to prejudice the creditors who were prevented from collecting their claims. Rescission if
generally unavailing should a third person, acting in good faith, is in lawful possession of the
property since he is protect by law against a suit for rescission by the registration of the
transfer to him in the registry. xUnion Bank v. Ong, 491 SCRA 581 (2006).
4. Effect When Sale Declared Void:

The action for the declaration of the contracts nullity is imprescriptiblean action for
reconveyance of property on a void contract of sale does not prescribe. Fil-Estate Golf and Dev.,
Inc. v. Navarro, 526 SCRA 51 (2007).
Possessor is entitled to keep the fruits during the period for which the buyer held the property in
good faith. xDBP v. CA, 316 SCRA 650 (1999).
Then restoration of what has been given is in order, since the relationship between parties in any
contract even if subsequently voided must always be characterized and punctuated by good faith
and fair dealing. xDe los Reyes v. CA, 313 SCRA 632 (1999); xHeirs of Ignacia Aguilar-Reyes v.
Mijares, 410 SCRA 97 (2003).
Alien who purchases land in the name of his Filipina lover, has no standing to seek legal
remedies to either recover the property or the purchase price paid, since the transaction is
void ab initio for being in violation of the constitutional prohibition. xFrenzel v. Catito, 406
SCRA 55 (2003).
VI. CONSUMMATION (Arts. 1493-1506) AND

PERFORMANCE OF CONTRACT (Arts. 1536-1544, 1582-1590)
A. OBLIGATIONS OF SELLER
1. Preserve Subject Matter (Art. 1163)
2. Deliver with Fruits and Accessories (Arts. 1164, 1166, 1495, 1537)
3. DELIVER THE SUBJECT MATTER (Art. 1477)
a. Legal Premises for Doctrines on Tradition
When the sale is void or fictitious, no valid title over the subject matter can be
conveyed to the buyer even with delivery. Nemo potest nisi quod de jure potest
No man can do anything except what he can do lawfully. xTraders Royal Bank v.
CA, 269 SCRA 15 (1997).
When seller had no ownership over the subject matter at the time of delivery, no
valid title can pass in favor of the buyer. Nemo dat quod non habet No man can
76
give that which he does not have. xTsai v. CA, 366 SCRA 324 (2001).
One can sell only what one owns or is authorized to sell, and the buyer can
acquire no more than what the seller can transfer legally. Daclag v. Macahilig, 560
SCRA 137 (2008).
A tax declaration, by itelf, is not considered conclusive evidence of ownershipit is
merely an indicium of a claim of ownership. Daclag v. Macahilig, 560 SCRA 137
(2008). Nevertheless when at the time of delivery there is no proof that the seller had
ownership and as in fact the tax declaration to the subject property was in the name of
75
Uy v. CA, 314 SCRA 69, 81 (1999).
76
Tangalin v. Court of Appeals, 371 SCRA 49 (2001)
- 18 -
another person, then there was no transfer of ownership by delivery. xHeirs of
Severina San Miguel v. Court of Appeals, 364 SCRA 523 (2001).
b. General Doctrines on Tradition, Whether Actual or Constructive:

It may be stipulated that ownership in the thing shall not pass to buyer until he has
fully paid price (Art. 1478).
In the absence of such stipulation to the contrary, tradition produces its natural
effects in law, most important of which being conveyance of ownership, without
prejudice to right of the seller to claim payment of the price. xFroilan v. Pan Oriental
77
Shipping Co., 12 SCRA 276 (1964).
Delivery contemplates the absolute giving up of the control and custody of the
property on the part of the vendor, and the assumption of the same by the vendee. Non
nudis pactis sed traditione dominia rerum transferantur. And there is said to be delivery
if and when the thing sold is placed in the control and possession of the vendee.
xEquatorial Realty Dev. Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001).
Since delivery of subject matter of sale is an obligation on the part of the seller, the
acceptance thereof by the buyer is not a condition for the completeness of delivery. xLa
Fuerza v. CA, 23 SCRA 1217 (1968).
In the absence of an express stipulation to the contrary, payment of purchase price
of the goods is not a condition precedent to the transfer of title to the buyer, but title
passes by the delivery of the goods. xPhil. Suburban Dev. Corp. v. Auditor General, 63
78
SCRA 397 (1975).
Failure of the buyer to make good the price does not, in law, cause the ownership to
revest to the seller unless the bilateral contract of sale is first rescinded or resolved
pursuant to Art. 1191. xBalatbat v. CA, 261 SCRA 128 (1996).
c. Physical Delivery (Art. 1497)

It is not necessary that seller himself delivers title to the buyer because the thing
sold is understood as delivered when it is placed in control and possession of buyer.
Thus, when sellers themselves introduced the tenant to the buyer as the new owners of
the land, and from that time on the buyer acted as landlord thereof, there was delivery
that transferred title to the buyer. xAlfredo v. Borras, 404 SCRA 145 (2003).
d. Constructive Delivery: EXECUTION OF A PUBLIC INSTRUMENT (Art. 1498)

Where deed of sale or any agreement analogous to a deed of sale, is made through
a public instrument, its execution is equivalent to the delivery of the property. Caoibes,
79
Jr. v. Caoibes-Pantoja, 496 SCRA 273 (2006).
Under Art. 1498, the mere execution of the deed of conveyance in a public
instrument is equivalent to the delivery of the property, and that prior physical delivery or
possession is not legally required, since ownership and possession are two entirely
different legal concepts. Notwithstanding the presence of illegal occupants on the subject
property, transfer of ownership by symbolic delivery under Art. 1498 can still be effected
through the execution of the deed of conveyance. xSabio v. International Corporate
Bank, 364 SCRA 385 (2001).
There is nothing in Article 1498 that provides that execution of a deed of sale is a
conclusive presumption of delivery of possession; presumptive delivery can be negated
by the failure of the vendee to take actual possession of the land or the continued
80
enjoyment of possession by the vendor. Santos v. Santos, 366 SCRA 395 (2001).
(i) As to Movables (Arts. 1498-1499, 1513-1514; Dy, Jr. v. CA, 198 SCRA 826).
Where it is stipulated that deliveries must be made to the buyer or his duly
authorized representative named in the contracts, the seller is under obligation to deliver
in accordance with such instructions.. xLagon v. Hooven Comalco Industries, Inc., 349
SCRA 363 (2001).
Execution by supposed buyers of a chattel mortgage over subject vehicle in favor of
the financing company does not mean that ownership had been transferred to them, for
delivery must be on the part of the seller. xUnion Motor Corp. v. CA, 361 SCRA 506
(2001).
77
Kuenzle & Streiff v. Watson & Co., 13 Phil. 26 (1909); Ocejo, Perez & Co. v. Int'l Banking Corp., 37 Phil. 631 (1918).
78
Ocampo v. Court of Appeals, 233 SCRA 551 (1994).
79
Tating v. Marcella, 519 SCRA 79 (2007)
80
Equatorial Realty Dev. Inc. v. Mayfair Theater, Inc., 370 SCRA 56 (2001); xEngreso v. De La Cruz, 401 SCRA 217
(2003); Ten Forty Realty and Dev. Corp. v. Cruz, 410 SCRA 484 (2003); Copuyoc v. De Solas, 504 SCRA 176 (2006).
- 19 -
Neither issuance of an invoice, which is not a document of title xP.T. Cerna Corp. v.
81
CA, 221 SCRA 19 (1993), nor of the registration certificate of vehicle xUnion Motor
82
Corp. v. CA, 361 SCRA 506 (2001), would constitute constructive delivery.
(ii) As to Immovables (Art. 1498)

Issuance of an acknowledgment receipt of partial payment, when it is not a public
instrument does not convey title. xSan Lorenzo Dev. Corp. v. Court of Appeals, 449
SCRA 99 (2005).
In case of immovables, when sale is made through a public instrument, the
execution thereof shall be equivalent to the delivery of the thing which is the object of
the contract, if from the deed the contrary does not appear or cannot clearly be inferred
83
xMunicipality of Victorias v. CA, 149 SCRA 31 (1987); and that prior physical delivery
or possession is not legally required since execution of the deed is deemed equivalent
to delivery. xManuel R. Dulay Enterprises, Inc. v. Court of Appeals, 225 SCRA 678
(1993), Provided That:
(a) The thing sold is subject to the control of the seller Addison v. Felix, 38 Phil.
404 (1918); and
(b) Such control should remain within a reasonable period after the execution of
the instrument Danguilan v. IAC, 168 SCRA 22 (1988); Pasagui v.
Villablanca, 68 SCRA 18 (1975).
EXCEPT: When buyer assumes the risks of ownership and possession. Power
Commercial and Industrial Corp. v. CA, 274 SCRA 597 (1997).
Execution of Deed of Conditional Sale with provision that final deed of sale to be
executed upon full payment does not transfer ownership of the subject matter.
xFortune Tobacco Corp. v. NLRC, 200 SCRA 766 (1991).
(1) Registration of Title is Separate Mode from Execution of Public Instrument
The recording of the sale with the proper Registry of Deeds and the transfer of the
certificate of title in the name of the buyer are necessary only to bind third parties
to the transfer of ownership. As between the seller and the buyer, the transfer of
ownership takes effect upon the execution of a public instrument conveying the
real estate. Chua v. Court of Appeals, 401 SCRA 54 (2003).
BUT SEE: Under Art. 1495, seller is obliged to transfer title over the property and
deliver the same to the vendee. Vive Eagle Land, Inc. v. Court of
Appeals, 444 SCRA 445 (2004).
(2) Customary Steps in Selling Immovables Customarily, in the absence of a
contrary agreement, the submission by an individual seller to the buyer of the
following papers would complete a sale of real estate: (1) owners duplicate copy
of the Torrens title; (2) signed deed of absolute sale; (3) tax declaration; and (4)
latest realty tax receipt. They buyer can retain the amount for the capital gains tax
and pay it upon authority of the seller, or the seller can pay the tax, depending on
the agreement of the parties. Chua v. Court of Appeals, 401 SCRA 54 (2003).
(iii) As to Incorporeal Property (Arts. 1498 and 1501).
e. Constitutum Possessorium (Art. 1500) A provision in the deed of sale granting to seller
a right to lease the subject matter of the sale is valid: the possession is deemed to be
constituted in the vendee by virtue of this mode of tradition. xAmigo v. Teves, 96 Phil. 252
(1954).
f. Traditio Brevi Manu Prior to the sale, petitioners were in possession of the subject
property as lessees. Upon sale to them of the rights, interests and participation as to the
portion pro indiviso, they remained in possession, not in the concept of lessees anymore but
as owners now through symbolic delivery known as traditio brevi manu. xHeirs of Pedro
Escanlar v. CA, 281 SCRA 176 (1997).
4. Transfer Ownership to Vendee Upon Delivery (Arts. 1477, 1478, and 1496)
a. When Buyer Refuses to Accept (Art. 1588)
b. In Case of Express or Implied Reservation (Arts. 1478 and 1503)
5. Taking-Out Insurance Coverage (Art. 1523)
6. Time and Place of Delivery (Art. 1521).
81
Norkis Distributors v. CA, 193 SCRA 694 (1991).
82
Abuan v. Garcia, 14 SCRA 759 (1965); Santos v. Santos, 366 SCRA 395 (2001).
83
Florendo v. Foz, 20 Phil. 388 (1911); Sanchez v. Ramos, 40 Phil. 614 (1919); Quimson v. Rosete, 87 Phil. 159 (1950);
Phil. Suburban Dev. v. Auditor, 63 SCRA 397 (1975).
- 20 -
7. Expenses of Execution and Registration (Art. 1487), and of Putting Goods in
Deliverable Estate (Art. 1521).
Unless otherwise stipulated: (a) under Art. 1487 the expenses for the registration of the
sale should be shouldered by the vendor xVive Eagle Land, Inc. v. Court of Appeals, 444
SCRA 445 (2004); and (b) duty to withhold taxes due on the sale is imposed on seller.
xEquitable Realty Development Inc. v. Mayfair Theater, Inc., 332 SCRA 139 (2000).
Buyer has more interest in having the capital gains tax paid immediately since this is a
pre-requisite to the issuance of a new Torrens title in his name. Nevertheless, as far as the
government is concerned, the capital gains tax remains a liability of the seller since it is a tax
on the sellers gain from the sale of the real estate. Payment of the capital gains tax,
however, is not a pre-requisite to the transfer of ownership to the buyer. The transfer of
ownership takes effect upon the signing and notarization of the deed of absolute sale.
xChua v. Court of Appeals, 401 SCRA 54 (2003).
A judgment on a contract of sale that decrees sellers obligations to execute and
deliver the deed of absolute sale and the certificate of title, does not necessarily include
within its terms the obligation to pay for the expenses in notarizing a deed of sale and in
obtaining new certificate of title. xJose Clavano, Inc. v. HLRB, 378 SCRA 172 (2002).
B. SPECIAL RULES ON COMPLETENESS OF DELIVERY

1. In Case of Movables (Art. 1522 and 1537, 1480)
When the contract does not provide for the measuring or weighing of a sold specific
mass, and the price agreed upon was not based on such measurement, then [t]he subject
matter of the sale is, therefore, a determinate object, the mass, and not the actual number
of units or tons contained therein, so that all that is required of seller was to deliver in good
faith to his buyer all of those found in the mass, notwithstanding that the quantity delivered
is less than the amount estimated in the contract. xGaite v. Fonacier, 2 SCRA 831 (1961).
a. Rules on Delivery to Carrier (Art. 1523)
(i) FAS Sales The seller pays all charges and is subject to risk until the goods are
placed alongside the vessel. xA. Soriano Y Cia. v. Collector, 97 Phil. 505 (1955).
(ii) FOB Sales In mercantile contracts of American origin, F.O.B. stand for the words
Free on Board, i.e., that the seller shall bear all expenses until the goods are
delivered according as to whether the goods are to be delivered F.O.B. at the point
of shipment or at the point of destination determines the time when property passes.
Behn Meyer & Co. v. Yangco, 38 Phil. 602, 606 (1918).
(iii) CIF Sales General Foods v. NACOCO, 100 Phil. 337 (1956).
C.I.F. found in British contracts stand for costs, insurance, and freight; they signify
that the price fixed covers not only the costs of the goods, but the expense of freight and
insurance to be paid by the seller. Behn Meyer & Co. v. Yangco, 38 Phil. 602, 606
(1918).
Under an arrangement c.i.f. Pacific Coast (destination), the vendor is to pay not
only the cost of the goods, but also the freight and insurance expenses, and, as it was
judicially interpreted, this is taken to indicate that the delivery is to be made at the port of
destination. Pacific Vegetable Oil Corp. v. Singzon, Supreme Court Advance
Decisions, 29 April 1955.
b. Sale on Approval, Trial or Satisfaction (Art. 1502)

In a sale or return, the ownership passes to the buyer on delivery pursuant to a
perfected contract of sale; and the subsequent return of the goods reverts ownership
back to the seller. In such case, tradition as a mode of acquiring ownership must be in
consequence of a contract. xVallarta v. Court of Appeals, 150 SCRA 336 (1987).
In a sale on approval (also called sale on acceptance, sale on trial or sale on
satisfaction), the delivery of the object does not transfer ownership to the buyer since
the delivery was not for purposes of transferring ownership, since the prestation to
effect a meeting of the minds to give rise to a valid contract is incumbent on the buyer.
xVallarta v. Court of Appeals, 150 SCRA 336 (1987).
For a sale to be a sale or return or a sale on approval, there must be a clear
agreement to either of such effect, otherwise, the provisions of Art. 1502 of Civil Code
governing such sales cannot be invoked by either party to the contract. xIndustrial
Textile Manufacturing Co. v. LPJ Enterprises, Inc., 217 SCRA 322 (1993).
c. Sale by Description and/or Sample (Art. 1481)

- 21 -
There is a sale by sample when a small quantity is exhibited by the seller as a fair
specimen of the bulk, which is not present and there is no opportunity to inspect or
examine the same; and the parties treated the sample as the standard of quality and
that they contracted with reference to the sample with the understanding that the
product to be delivered would correspondent with the sample. xMendoza v. David, 441
SCRA 172 (004)
Even in sales by description and/or sample, buyer will not be released from his
obligation to accept and pay for the goods by deviations on the part of the seller from
the exact terms of the contract, if buyer had acquiesced to such deviations after due
notice thereof. xEngel v. Mariano Velasco & Co., 47 Phil. 115 (1924).
When the machine delivered is in accordance with the description stated in the
sales contract, the buyer cannot refuse to pay the balance of the purchase price and the
cost of installation if it proves that the machine cannot be used satisfactorily for the
purposes for which he bought it when such purpose was not made known to the seller.
xPacific Commercial Co. v. Ermita Market & Cold Stores, 56 Phil. 617 (1932).
d. Buyer's Right to Inspect Before Acceptance (Arts. 1481 and 1584) Except when
carrier delivers COD.
2. In Case of Immovables
a. Where Sold Per Unit or Number (Arts. 1539 and 1540)

In a unit price sale, the statement of the area of immovable is not conclusive and the
price may be reduced or increased depending on the area actually delivered. If the
vendor delivers less than the area agreed upon, the vendee may oblige the vendor to
deliver all that is stated in the contract or demand for the proportionate reduction of the
purchase price if delivery is not possible. If the vendor delivers more than the area stated
in the contract, the vendee has the option to accept only the amount agreed upon or to
accept the whole area, provided he pays for the additional area at the contract rate.
84
Rudolf Lietz, Inc. v. Court of Appeals, 478 SCRA 451 (2005).
b. Where Sold for a Lump Sum [A cuerpo cierto or por precio alzado] (Art. 1542)
In a contract of sale of land in a mass, the specific boundaries stated in the contract
must control over any statement with respect to the area contained within its boundaries.
Salinas v. Faustino, 566 SCRA 18 (2008).
In a lump sum sale, when the land delivered to the buyer is exactly as that described
in the deed and covered within the boundaries designated, the difference in actual area
(34 versus 10 hectares) will not authorize the buyer to rescind the contract because the
seller has complied with delivering the subject matter agreed upon. xTeran v. Villanueva,
56 Phil. 677 (1932); this is the rule when evidence shows that the parties never gave
importance to the area of the land in fixing the price (97 versus 60 hectares). xAzarraga v.
Gay, 52 Phil. 599 (1928).
EXCEPT: A buyer of land, when sold in gross or with the description more or less or
similar words in designating quantity covers only a reasonable excess of
deficiency. In the case at bar an area of 644 square meters more is not
reasonable excess or deficiency, to be deemed included in the deed of sale.
xRoble v. Arbasa, 362 SCRA 69 (2001);Rudolf Lietz, Inc. v. Court of
85
Appeals, 478 SCRA 451 (2005).
EXCEPTION TO EXCEPTION: When buyer, who has been occupying the land for two years
as lessee, actually is deemed to take risk on the actual size of the property
bought at lump sum. xGarcia v. Velasco, 72 Phil. 248 (1941).
C. DOUBLE SALES (Arts. 1544 and 1165)

1. Priority of Torrens System of Registration The rules on double sales under Art. 1544
do not overcome the rules provided under the Property Registration Decree (P.D. 1459),
such as:
(a) When two different titles are issued over the same registered land, the buyer who
claims under a title that was first issued shall be preferred. xLiao v. Court of Appeals,
323 SCRA 430 (2000);
(b) Invoking the rules on double sales and priority in time under Art. 1544 would be
misplaced by a first buyer who bought the land not within the Torrens system but under
84
Goyena v. Tambunting, 1 Phil. 490 (1902); Santa Ana v. Hernandez, 18 SCRA 973 (1966).
85
Asiain v. Jalandoni, 45 Phil 296 (1923); Balantakbo v. Court of Appeals, 249 SCRA 323 (1995); Esguerra v. Trinidad,
518 SCRA 186 (2007).
- 22 -
Act No. 3344, as against the second buyer who bought the same property when it was
already registered under the Torrens system, because:
of the well-known rule in this jurisdiction that persons dealing with registered land have
the legal right to rely on the fact of the Torrens Certificate of Title and to dispense with
the need to inquire further, except when the party concerned has actual knowledge of
facts and circumstances that would impel a reasonably cautious man to make such
inquiry; and
the Torrens system rule that formal registration proceedings undertaken on the property
and the subsequent issuance of a title over the land had under the Torrens system had
the legal effect of cleansing title on the property of all liens and claims which were not
annotated therein.
86
Naawan Community Rural Bank, Inc. v. Court of Appeals, 395 SCRA 43 (2003).
BUT SEE: Naval v. Court of Appeals, 483 SCRA 102 (2006).
2. Tests Applicable under Article 1544:

Caveat emptor requires the buyer to be aware of the supposed title of the seller and he
who buys without checking the seller's title takes all the risks and losses consequent to
such failure. xCaram, Jr. v. Laureta, 103 SCRA 7 (1981).
The provision on double sale presumes title or ownership to pass to first buyer,
exception being: (a) when the second buyer, in good faith, registers the sale ahead of the
first buyer, and (b) should there be no inscription by either of the two buyers, when the
second buyer, in good faith, acquires possession of the property ahead of the first buyer.
Unless, the second buyer satisfies these requirements, title or ownership will not transfer to
him to the prejudice of the first buyer. xCoronel v. CA, 263 SCRA 15 (1996).
In spite of the three levels of tests provided under Art. 1544, the Court seems to
recognize only registration in good faith by the second buyer and does not characterize the
meaning of the last two test of possession and oldest title. Carillo v. Court of Appeals,
503 SCRA 66 (2006).
87
a. M AIN RULE: PRIOR TEMPORE, PRIOR JURE. Carbonell v. CA, 69 SCRA 99 (1976).
3. Requisites for Double Sale:

a. There Must Be Two Different Valid Sales: Article 1544 do not apply where:
There is only one valid sale, while the other sale over the same property is void.
88
Fudot v. Cattleya Land, Inc., 533 SCRA 350 (2007); or
Where one of the contract is a contract to sell. San Lorenzo Dev. Corp. v. Court of
89
Appeals, 449 SCRA 99 (2005).
(1) Doctrine on Conditional Sales/Contracts to Sell and Adverse Claims: Mendoza

v. Kalaw, 42 Phil. 236 (1921); Adalin v. CA, 280 SCRA 536 (1997).
The rules on double sales under Art. 1544 are not applicable to contract to sell,
because of the circumstances that must concur in order for the provisions to Art. 1544
on double sales to apply, namely that there must be a valid sales transactions, and
buyers must be at odds over the rightful ownership of the subject matter who must
have bought from the very same seller, are lacking in a contract to sell for neither a
transfer of ownership nor a sales transaction has been consummated, and such
contract is binding only upon the fulfillment or non-fulfillment of an event. Nevertheless,
the governing principle of Art. 1544 should apply, mainly the governing principle of
primus tempore,portior jure (first in time, stronger in right). Cheng v. Genato, 300
SCRA 722 (1998).
b. Exact Same Subject Matter

Article 1544 applies where the same thing is sold to different buyers by the same
seller. xOng v. Oalsiman, 485 SCRA 464 (2006); and therefore does not apply where
there was a sale to one party of the land itself while the other contract was a mere
promise to sell the land or at most an actual assignment of the rights to repurchase the
same land. xDischoso v. Roxas, 5 SCRA 781 (1962).
c. Exact Same Seller for Both Sales
86
Reiterated in Abrigo v. De Vera, 432 SCRA 544 (2005); Ver Reyes v. Salvador, Sr., 564 SCRA 456 (2008).
87
Tanglao v. Parungao, 535 SCRA 123 (2007).
88
Espiritu v. Valerio, 9 SCRA 761 (1963); Remalante v. Tibe, 158 SCRA 138 (1988); Delfin v. Valdez, 502 SCRA 24
(2006).
89
Torrecampo v. Alindogan, Sr., 517 SCRA 84 (2007).
- 23 -
Article 1544 applies where the same thing is sold to different vendees by the same
vendor. It does not apply where the same thing is sold to different vendees by different
vendors.or even to the same buyer but by different sellers. Salera v. Rodaje, 530 SCRA
90
432, 438 (2007).
For Article 1544 to apply, it is necessary that the conveyance must have been made
by a party who has an existing right in the thing and the power to dispose of it. It cannot
be invoked where the two different contracts of sale are made by two different persons,
one of them not being the owner of the property sold. And even if the sale was made by
the same person, if the second sale was made when such person was no longer the
owner of the property, because it had been acquired by the first purchaser in full
dominion, the second purchaser cannot acquire any right. Consolidated Rural Bank
91
(Cagayan Valley), Inc. v. Court of Appeals, 448 SCRA 347 (2005), citing
VILLANUEVA, PHILIPPINE LAW ON SALES 100 (1995).
3. Registration in Good Faith as First Priority

a. Meaning of Registration
The annotation of adverse claim can qualify as the registration mandated under the
rules on double sale. Carbonnel v. Court of Appeals, 69 SCRA 99 (1976).
Registration means any entry made in the books of the registry, including both
registration in its ordinary and strict sense, and cancellation, annotation, and even
marginal notes. It is the entry made in the registry which records solemnly and
permanently the right of ownership and other real rights. xCheng v. Genato, 300 SCRA
92
722 (1998).
Declaration of purchase for taxation purposes does not comply with the required
registration, and the fact alone does not even itself constitute evidence of ownership.
xBayoca v. Nogales, 340 SCRA 154 (2000).
Registration of the Extra-judicial Partition which merely mentions the sale is not the
registration covered under Art. 1544 and cannot prevail over the registration of the pacto
de retro sale. xVda. de Alcantara v. CA, 252 SCRA 457 (1996).
There can be no constructive notice to the second buyer through registration under
Act 3344 if the property is registered under the Torrens system. xAmodia Vda. De
Melencion v. Court of Appeals, 534 SCRA 62, 82 (2007).
b. Registration Must Always Be in Good Faith In cases of double sales of immovables,

what finds relevance and materiality is not whether or not the second buyer was a buyer
in good faith or that he was first to register, but whether or not said second buyer
registers such second sale in good faith, that is, without knowledge of any defect in the
93
title of the property sold. xMartinez v. CA, 358 SCRA 38 (2001); this is so because the
defense of indefeasibility of a Torrens title does not extend to a transferee who takes the
certificate of title in bad faith. xOccea v. Esponilla, 431 SCRA 116 (2004).
c. Knowledge of First Buyer of the Second Sale Does Not Amount to Registration in
Favor of the Second Buyer
Knowledge gained by the first buyer of the second sale cannot defeat the first buyer's
rights except where the second buyer registers in good faith the second sale ahead of the
first. Such knowledge of the first buyer does not bar her from availing of her rights under
the law, among them, to register first her purchase as against the second buyer. But in
converso, knowledge gained by the second buyer of the first sale defeats his rights even
if he is first to register the second sale, since such knowledge taints his prior registration
with bad faith. This is the priced exacted by Article 1544 for the second buyer being able
to displace the first buyer; that before the second buyer can obtain priority over the first,
he must show that he acted in good faith throughout (i.e., in ignorance of the first sale and
of the first buyer's right) from the time of acquisition until the title is transferred to him by
registration or failing registration, by delivery of possession. xUraca v. CA, 278 SCRA
94
702 (1997).
In a situation where a party has actual knowledge of the claimants actual, open and
notorious possession of a disputed property at the time of registration, the actual notice
90
Ong v. Olasiman, 485 SCRA 464 (2006).
91
Gallardo v. Gallardo, 46 O.G. No. 11 p. 5568; Sigaya v. Mayuga, 467 SCRA 341, 357 (2005).
92
Ulep v. Court of Appeals, 472 SCRA 241 (2005).
93
Blanco v. Rivera, 488 SCRA 148 (2006); Gabriel v. Mabanta, 399 SCRA 573 (2003); De la Cena v. Briones, 508 SCRA
62 (2006); Tanglao v. Parungao, 535 SCRA 123 (2007); Bernardez v. Court of Appeals, 533 SCRA 451 (2007).
94
Cruz v. Cabana, 129 SCRA 656 (1984); Gatmaitan v. CA, 200 SCRA 37 (1991); Vda. de Jomoc v. CA, 200 SCRA 74
(1991); Bucad v. CA, 216 SCRA 423 (1992); Berico v. CA, 225 SCRA 469 (1993); Bautista v. CA, 322 SCRA 294 (2000);
Bautista v. CA, 322 SCRA 294 (2000); Ulep v. Court of Appeals, 472 SCRA 241 (2005); Escueta v. Lim, 512 SCRA 411
(2007); Lumbres v. Tablada, Jr., 516 SCRA 575 (2007); Fudot v. Cattleya Land, Inc., 533 SCRA 350 (2007); Tanglao v.
Parungao, 535 SCRA 123 (2007).
- 24 -
and knowledge are equivalent to registration, because to hold otherwise would be to
tolerate fraud and the Torrens system cannot be used to shield fraud while certificates
of title are indefeasible, unassailable and binding against the whole world, they merely
confirm or record title already existing and vested. Consolidated Rural Bank (Cagayan
Valley), Inc. v. Court of Appeals, 448 SCRA 347 (2005).
d. Registration in Good Faith Always Pre-empts Possession in Good Faith Between

two purchasers, the one who registered the sale in his favor has a preferred right over the
other who has not registered his title, even if the latter is in actual possession of the
95
immovable property. xTaedo v. CA, 252 SCRA 80 (1996).
The registration of a sale after the annotation of the notice of lis pendens does not
obliterate the effects of delivery and possession in good faith. The rules on constructive
notice upon registration provided for under Section 52 of the Property Registration
Decree (P.D. No. 1529) operate only from the time of the registration of the notice of lis
pendens which in this case was effected only after the time the sale in favor of the second
buyer had long been consummated by delivery of the subject matter. San Lorenzo Dev.
Corp. v. Court of Appeals, 449 SCRA 99 (2005).
4. Possession Refers Both to Material and Symbolic Possession.

In the absence of inscription under double sales, the law gives preferential right to the
buyer who in good faith is first in possession, under the following jurisprudential parameters:
(a) Possession mentioned in Article 1544 includes not only material but also symbolic
possession; (b) possessors in good faith are those who are not aware of any flaw in their
title or mode of acquisition; (c) Buyers of real property that is in the possession of persons
other than the seller must be wary they must investigate the rights of the possessors; and
(d) good faith is always presumed, upon those who allege bad faith on the part of the
possessors rests the burden of proof. xTen Forty Realty and Dev. Corp. v. Cruz, 410 SCRA
96
484 (2003).
5. Who is Purchaser in Good Faith?

In the determination of whether or not a buyer is in good faith, the point in time to be
considered is the moment when the parties actually entered into the contract of sale.
Estate of Lino Olaguer v. Ongjoco, 563 SCRA 373 (2008).
a. Must Have Paid Price in Full A purchaser is good faith is one who buys property of
another, without notice that some other person has a right to, or interest in, such property
and pays a full and fair price for the same at the time of such purchase, or before he
has notice of the claim or interest of some other person in the property. Tanglao v.
97
Parungao, 535 SCRA 123 (2007)
Under Article 1544, mere registration is not enough to acquire a new title. Good faith
must concur. Clearly, when the buyer has not yet fully paid the purchase price, and as
long as seller remains unpaid, the buyer cannot feign good faith. xPortic v. Cristobal,
546 SCRA 577 (2005).
b. Burden of Proof The burden of proving the status of a purchaser in good faith lies
upon him who asserts that status. It is not sufficient to invoke the ordinary presumption
of good faith, that is, that everyone is presumed to have acted in good faith, since the
good faith that is here essential is integral with the very status that must be established.
98
xTanglao v. Parungao, 535 SCRA 123 (2007).
BUT SEE: It is anxiomatic that good faith is always presumed in the absence of any
direct evidence of bad faith. xSantiago v. CA, 247 SCRA 336 (1995).
c. Instances When No Good Faith:
(1) Being In Business on Realty A mortgagee who eventually ended buying the
property at the public auction, cannot claim to be a buyer in good faith when his
business in the constructing and selling townhouses and extending credit to the
public, including real estate loans; for he is charged with greater diligence that
ordinary buyers or encumbrances for value, because it would be standard in his
business, as a matter of due diligence required of banks and financing companies,
to ascertain whether the property being offered as security for the debt has already
95
Liao v. CA, 323 SCRA 430 (2000); Talusan v. Tayag, 356 SCRA 263 (2001); Dauz v. Exchavez, 533 SCRA 637
(2007).
96
Sanchez v. Ramos, 40 Phil. 614 (1919); Quimson v. Rosete, 87 Phil. 159 (1950); Navera v. CA, 184 SCRA 584 (1990).
97
Agricultural and Home Extension Dev. v. CA., 213 SCRA 536 (1992); Veloso v. CA, 260 SCRA 593 (1996); Balatbat v.
CA, 261 SCRA 128 (1996); Mathay v. CA, 295 SCRA 556 (1998); Diaz-Duarte v. Ong, 298 SCRA 388 (1998); Liao v. CA,
323 SCRA 430 (2000); Tanongon v. Samson, 382 SCRA 130 (2002); xUniversal Robina Sugar Milling Corp. v. Heirs of
Angel Teves, 389 SCRA 316 (2002); Aguirre v. Court of Appeals, 421 SCRA 310 (2004); Galvez v. Court of Appeals, 485
SCRA 346 (2006); Chua v. Soriano, 521 SCRA 68 (2007); Raymundo v. Bandong, 526 SCRA 514 (2007).
98
Tsai v. CA, 366 SCRA 324 (2001); Aguirre v. CA, 421 SCRA 310 (2004); Raymundo v. Bandong, 526 SCRA 514
(2007).
- 25 -
been sold to another to prevent injury to prior innocent buyers. xExpresscredit
99
Financing Corp. v. Velasco, 473 SCRA 570 (2005).
A banking institution is expected to exercise due diligence before entering into a
mortgage contract, and the ascertainment of the statute or condition of a proper
offered to it as security for a loan must be a standard and indispensable part of its
operations; and it cannot simply rely upon reviewing the title to the property offered
100
for mortgage. Tio v. Abayata, 556 SCRA 175 (2008).
(2) Close Relationship The sale to ones daughter and sons will give rise to the
conclusion that the buyers, not being really third parties, knew of the previous
sales and cannot be considered in good faith. The buyers are deemed to have
constructive knowledge by virtue of their relationship to their sellers. xPilapil v.
(3) Gross Inadequacy of Price Mere inadequacy of price is not ipso facto a bade of
lack of good faithto be so, the price must be grossly inadequate or shocing to the
conscience such that the mind revolts agains it and such that a reasonable man
would neither directly or indirectly be likely to consent to it. Tio v. Abayata, 556
SCRA 175 (2008).
(4) Obligation to Investigate or To Follow Leads A purchaser who is aware of
facts which should put a reasonable man upon his guard cannot turn a blind eye
and later claim that he acted in good faith, such as
A buyer of a registered land would be in bad faith when he purchases without asking to
see the owners copy of the title and/or without visiting the land where he would then
101
have seen first buyer occupying the same. xSantiago v. CA, 247 SCRA 336 (1995).
When there are occupants to the land being bought, since it is the common practice in
the real estate industry, an ocular inspection of the premises involved is a safeguard a
102
cautious and prudent purchaser usually takes. xMartinez v. CA, 358 SCRA 38 (2001).
Any person engaged in business would be wary of buying from a company that is closing
shop, because it may be dissipating its assets to defraud creditors. Such buyer is bound
to inquire whether the owners had unsettled obligations encumbrance that could burden
the property. xSamson v. Court of Appeals, 238 SCRA 397 (1994).
(5) Land in Adverse Possession Buyer who could not have failed to know or
discover that the land sold to him was in the adverse possession of another is a
103
buyer in bad faith. xHeirs of Ramon Durano, Sr. v. Uy, 344 SCRA 238 (2000).
(6) Existence of Lis Pendens Settled is the rule that one who deals with property
with a notice of lis pendens, even when at the time of sale the annotation was
cancelled but there was a pending appeal, cannot invoke the right of a purchaser
in good faith. A purchaser cannot close his eyes to facts which should put a
reasonable man on guard and claim that he acted in the belief that there was no
defect in the title of the seller. xPo Lam v. CA, 316 SCRA 721 (1999).
EXCEPT: When knowledge of lis pendens was acquired at the time there was order
to have it cancelled. xPo Lam v. CA, 347 SCRA 86 (2000).
6. When Subject of Sale Is Unregistered Land Naawan Community Rural Bank v. CA,
395 SCRA 43 (2003).
The rules in double sale under Article 1544, whereby the buyer who is able to first
register the purchase in good faith is in full accord with Section 51 of PD 1529 which
provides that no deed, mortgage, lease, or other voluntary instrument except a will
purporting to convey or affect registered land shall take effect as a conveyance or bind the
land until its registration. Thus, if the sale is not registered, it is binding only between the
seller and the buyer but it does not affect innocent third persons. Abrigo v. De Vera, 432
SCRA 544 (2004).
When first sale is over unregistered land and the second sale is when it is registered,
the rules on double sale do not apply. Dagupan Trading Co. v. Macam, 14 SCRA 179
(1965).
Article 1544 is inapplicable to unregistered land because the purchaser of unregistered
land at a sheriffs execution sale only steps into the shoes of the judgment debtor, and
99
Lloyds Enterprises and Credit Corp. v. Dolleton, 555 SCRA 142 (2008).
100
Bank of Commerce v. San Pablo, Jr., 522 SCRA 713 (2007).
101
R.R. Paredes v. Calilung, 517 SCRA 369 (2007); Chua v. Soriano, 521 SCRA 68 (2007).
102
Mathay v. CA, 295 SCRA 556 (1998); Republic v. De Guzman, 326 SCRA 267 (2000); Heirs of Ramon Durano, Sr. v.
Uy, 344 SCRA 238 (2000); Heirs of Celestial v. Heirs of Celestial, 408 SCRA 291 (2003); Erasusta, Jr. v. Court of Appeals,
495 SCRA 319 (2006); De la Cena v. Briones, 508 SCRA 62 (2006); Tanglao v. Parungao, 535 SCRA 123, 132 (2007).
103
Modina v. CA, 317 SCRA 696, 706 (1999); Republic v. De Guzman, 326 SCRA 267 (2000); Martinez v. CA, 358
SCRA 38 (2001); Heirs of Trinidad de Leon Vda. De Roxas v. Court of Appeals, 422 SCRA 101 (2004); Occena v.
Esponilla, 431 SCRA 116 (2004); PNB v. Heirs of Estanislao Militar, 494 SCRA 308 (2006); Raymundo v. Bandong, 526
SCRA 514 (2007); Tanglao v. Parungao, 535 SCRA 123 (2007); Tio v. Abayata, 556 SCRA 175 (2008).
- 26 -
merely acquires the latters interest in the property sold as of the time the property was
levied upon, as expressly provided for in then Sec. 35, Rule 39 of the Revised Rules of
Court on execution sale [now Sec. 33, Rule 39, 1997 Rules of Civil Procedure)]. Carumba
v. CA, 31 SCRA 558 (1970).
Under Act 3344, registration of instruments affecting unregistered lands is without
prejudice to a third party with a better right, which means that mere registration does not
give the buyer any right over the land if the seller was not anymore the owner of the land
having previously sold the same to somebody else even if the earlier sale was unrecorded.
The rules on double sale under Art. 1544 has no application to land no registered under the
104
Torrens system.Acabal v. Acabal, 454 SCRA 555 (2005).
D. OBLIGATIONS OF BUYER
1. Pay the Price (Art. 1582)
When seller cannot show title to the subject matter, then he cannot compel the buyer
to pay the price. xHeirs of Severina San Miguel v. CA, 364 SCRA 523 (2001).
Mere sending of a letter by the buyer expressing the intention to pay without the
accompanying payment is not considered a valid tender of payment and consignation of
the amount due are essential in order to extinguish the obligation to pay and oblige the
seller to convey title. xTorcuator v. Bernabe, 459 SCRA 439 (2005).
Unless the parties to a sale have agreed to the payment of the purchase price to any
other party, then its payment to be effective must be made to the seller in accordance with
Article 1240 which provides that Payment shall be made to the person in whose favor the
obligation has been constituted, or his successor in interest, or any person authorized to
receive it. xMontecillo v. Reynes, 385 SCRA 244 (2002).
2. Accept Delivery (Arts. 1582-1585)
VII. DOCUMENTS OF TITLE (Arts. 1507-1520)

1. Definition (Art. 1636)
2. Purpose of Documents of Title

Through a document of title, seller is allowed by fiction of law to deal with the goods
described therein as though he had physically delivered them to the buyer; and buyer may
take the document as though he had actually taken possession and control over the goods
described therein. xPhilippine Trust Co. v. National Bank, 42 Phil. 413 (1921).
Warehouse receipt represents the goods, but the intrusting of the receipt is more than
the mere delivery of the goods; it is a representation that the one to whom the possession
of the receipt has been so entrusted has the title to the goods. xSiy Cong Bieng v.
Hongkong & Shanghai Bank, 56 Phil. 598 (1932).
3. Negotiable Documents of Title

a. How Negotiated (Arts. 1508-1509)
b. Who Can Negotiate (Art. 1512)
c. Effects of Negotiation (Art. 1513)
The endorsement and delivery of a negotiable quedan operates as the transfer of
possession and ownership of the property referred to therein, and had the effect of
divorcing the property covered therein from the estate of the insolvent prior to the filing of
the petition for insolvency. xPhilippine Trust Co. v. National Bank, 42 Phil. 413 (1921).
d. Unauthorized Negotiation (Art. 1518)
As between the owner of a negotiable document of title who endorsed it in blank and
entrusted it to a friend, and the holder of such negotiable document of title to whom it was
negotiated and who received it in good faith and for value, the latter is preferred, under the
principle that as between two innocent persons, he who made the loss possible should
bear the loss. xSiy Long Bieng v. Hongkong and Shanghai Banking Corp., 56 Phil. 598
(1932).
104
Hanopol v. Pilapil, 7 SCRA 452 (1963); Radiowealth Finance Co. v. Palileo, 197 SCRA 245 (1991); Spouses Honorio
Santiago v. CA, 247 SCRA 336 (1995); Bayoca v. Nogales, 340 SCRA 154 (2000); Fidel v. Court of Appeals, 559 SCRA
186 (2008); Daclag v. Macahilig, 560 SCRA 137 (2008).
- 27 -
4. Non-negotiable Documents of Title
a. How Transferred or Assigned (Art. 1514)
b. Effects of Transfer (Art. 1514).
5. Warranties of Seller of Documents of Title (Art. 1516)
6. Rules of Levy/Garnishment of Goods (Arts. 1514, 1519, 1520).
VIII. SALE BY NON-OWNER OR BY ONE HAVING VOIDABLE TITLE:

LIFE OF A CONTRACT OF SALE
1. Effect of Sale Where Seller Not Owner at Time of Delivery (Art. 1505; Paulmitan v.
Court of Appeals, 215 SCRA 866 [1992]).
In sale, it is essential that the seller is the owner of the property he is selling. The
principal obligation of a seller is to transfer the ownership of the property sold (Art.
1458). This law stems from the principle that nobody can dispose of that which does not
105
belong to him: NEMO DAT QUOD NON HABET. xNoel v. CA, 240 SCRA 78 (1995).
Although a situation (where the sellers were no longer owners) does not appear to be
one of the void contracts enumerated in Art. 1409 of Civil Code, and under Art. 1402 Civil
Code itself recognizes a sale where the goods are to be acquired x x x by the seller after
the perfection of the contract of sale clearly implying that a sale is possible even if the
seller was not the owner at the time of sale, provided he acquires title to the property later
on, but when delivery of ownership is no longer possible, the sale should be considered
void, and consequently, the right to repurchase provided therein would also be void
xNool v. CA, 276 SCRA 149 (1997).
If one buys the land of another, to which the seller is supposed to have a good title,
and in consequence of facts unknown alike to both parties, the seller has in fact no title at
all, equity will cancel the sale and cause the purchase money to be restored to the buyer,
putting both parties in status quo. xDBP v. CA, 249 SCRA 331 (1995).
a. Sales by Co-Owners (Art. 493)

In a contract of sale of co-owned property, what the vendee obtains by virtue of such
a sale are the same rights as the vendor had as co-owner (i.e., his spiritual share), and
the vendee merely steps into the shoes of the vendor as co-owner. xPanganiban v.
106
Oamil, 542 SCRA 166 (2008); except when the intention of the purchase was clearly
the property itself and not just the spiritual share. Mindanao v. Yap, 13 SCRA 190
(1965).
An agreement that purports a specific portion of an un-partitioned co-owned property
is not void; it shall effectively transfer the sellers ideal share in the co-ownership. Heirs of
107
the Late Spouses Aurelio and Esperanza Balite v. Lim, 446 SCRA 54 (2004).
In which case, the proper action is not for nullification of sale, or for the recovery of
possession of the property owned in common from the other co-owners, but for division or
partition of the entire property. xTomas Claudio Memorial College, Inc. v. Court of
108
Appeals, 316 SCRA 502 (1999).
A co-owner who sells one of the two lands owned in common with another co-owner,
and does not turn-over one-half of the proceeds of the sale to the other co-owner, the
latter may by law and equity lay exclusive claim to the remaining parcel of land. xImperial
2. Exceptions: When Ownership Transfers by Act of the Non-Owner

a. Estoppel on True Owner (Art. 1434) Bucton v. Gabar, 55 SCRA 499 (1974).
b. Recording Laws; Torrens System (Pres. Decree 1529).
The defense of indefeasibility of Torrens title where the disputed buildings and
equipment are located is unavailing, since such defense is available to sale of lands and
not to sale of properties situated therein. xTsai v. CA, 366 SCRA 324 (2001).
105
Azcona v. Reyes, 59 Phil. 446 (1934); Coronel v. Ona, 33 Phil. 456 (1916).
106
Estoque v. Pajimula, 24 SCRA 59 (1968); Aguirre v. CA, 421 SCRA 310 (2004); Acabal v. Acabal, 454 SCRA 555
(2005); Barcenas v. Tomas, 454 SCRA 593 (2005).
107
Almendra v. IAC, 204 SCRA 142 (1991); Fernandez v. Fernandez, 363 SCRA 811 (2001); xAguirre v. CA, 421 SCRA
310 (2004); Santos v. Lumbao, 519 SCRA 408 (2007); Republic v. Heirs of Francisca Dignos-Sorono, 549 SCRA 58 (2008).
108
Heirs of Romana Ingjug-Tiro v. Casals, 363 SCRA 435 (2001); Aguirre v. Court of Appeals, 421 SCRA 310 (2004).
- 28 -
An innocent purchaser for value is one who purchases a titled land by virtue of a
deed executed by the registered owner himself not by a forged deed. xInsurance
Services and Commercial Traders, Inc. v. CA, 341 SCRA 572 (2000).
A person who deals with registered land through someone who is not the registered
owner is expected to look beyond the certificate of title and examine all the factual
circumstances thereof in order to determine if the vendor has the capacity to transfer any
interest in the land. Sy v. Capistrano, Jr., 560 SCRA 103 (2008).
Where innocent third persons, relying on the correctness of the certificate of title thus
issued, acquire rights over the property, the court cannot disregard such rights and order
the cancellation of the certificate, since the effect of such outright cancellation will be to
impair public confidence in the certificate of title. Every person dealing with the registered
land may safely rely on the correctness of the certificate of title issued therefor and the
law will in no way oblige him to go behind the certificate to determine the condition of the
property. xHeirs of Spouses Benito Gavino. v. Court of Appeals, 291 SCRA 495 (1998).
c. Statutory Power Order of Courts
When a defeated party refuses to execute the absolute deed of sale in accordance
with the judgment, the court may direct the act to be done at the cost of the disobedient
party by some other person appointed by the court and the act when so done shall have
the like effect as is done by the party. xManila Remnant Co., Inc. v. CA, 231 SCRA 281
(1994)
d. Sale in Merchants Stores, Fairs or Markets (Arts. 85 and 86, Code of Commerce)
City of Manila v. Bugsuk, 101 Phil. 859 (1957); Sun Bros. & Co. v. Velasco, 54
O.G. 5143 (1958).
3. Sale by One Having Voidable Title (Art. 1506, as an exception to Art. 559)
Whenever there is an underlying contract of sale which grants to the culprit-buyer a
voidable title, even when this is accompanied by the criminal act of estafa or swindling,
Article 1506 would grant to the buyer in good faith a better title as against the original
owner even though the latter may be classified to have been unlawfully deprived of the
subject matter under Art. 559. Tagatac v. Jimenez, 53 O.G. 3792 (1957); EDCA
Publishing v. Santos, 184 SCRA 614 (1990).
Thus, when owner did not voluntarily deliver possession of the car, and in effect it was
stolen from him, then one who buys the car even in good faith from the thief will lose the
car to the owner who is deemed to have been unlawfully deprived. Aznar v. Yapdiangco,
13 SCRA 486 (1965).
In all other cases of unlawful deprivation done through estafa, the original owner
recovers even from the buyer in good faith. Cruz v. Pahati, 98 Phil. 788 (1956). [CLV:
Decision showed that second buyer, or current possessor could not claim good
faith because of erasures in the covering documents presented by his seller]
Owner of diamond ring may recover possession of the same from pawnshop where the
owners agent had pledged it without authority to do so; Article 559 applies and the
defense that the pawnshop acquired possession without notice of any defect of the
109
pledgor-agent is unavailing. Dizon v. Suntay, 47 SCRA 160 (1972). [CLV: In those
cases possessor is a merchant and only has a pledge in his favor].
IX. LOSS, DETERIORATION, FRUITS AND OTHER BENEFITS

1. No Application When Subject Matter is Determinable (Art. 1263)
2. Effect of Loss/Deterioration of Thing Sold:

a. Before Perfection (Roman v. Grimalt, 6 Phil. 96 [1906]).
b. At Time of Perfection (Arts. 1493 and 1494).
c. After Perfection But Before Delivery (Arts. 1164, 1189, and 1262).
(1) General Rule: Before delivery, risk of loss is borne by seller under the rule of res
perit domino. xChrysler Phil. v. Court of Appeals, 133 SCRA 567 (1984).
In the case of a motor vehicle, where there was neither physical or
constructive delivery of a determinate thing, the thing sold remained at the sellers
risk. xUnion Motor Corp v. Court of Appeals, 361 SCRA 506 (2001).
(2) Loss by Fault of a Party (Arts. 1480, 1504, 1538)
109
Valera v. Matute, 9 Phil. 479 (1908); Arenas v. Raymundo, 19 Phi. 47 (1911).
- 29 -
(3) Loss by Fortuitous Event (Arts. 1480, 1163, 1164, 1165, 1504, 1538, and 1189;
READ Comments of PARAS, TOLENTINO, PADILLA, and BAVIERA).
(4) Deterioration (Arts. 1480, 1163-65, and 1262; Arts. 1189 and 1538)
(5) Fruits or Improvements from time of perfection pertain to buyer (Arts. 1480,
1537-1538).
110
d. After Delivery (Art. 1504) Lawyer's Coop v. Tabora, 13 SCRA 762 (1965).
X. REMEDIES FOR BREACH OF CONTRACT OF SALE (Arts. 1594-1599)
A. ON PART OF SELLER
1. In Case of Movables ((Arts. 1593, 1595 to 1597)

Under Article 1597, when the buyer of scrap iron fails to put up the letter of credit in favor
of the seller as the condition of the sale, the seller had a right to terminate the contract, and
non-compliance with the condition meant that the sellers obligation to sell never did arise.
xVisayan Sawmill Co. v. Court of Appeals, 219 SCRA 378 (1993).
2. Unpaid Seller of Goods (Arts. 1524-1535)

a. Definition of Unpaid Seller (Art. 1525)
b. Rights of Unpaid Seller:
Possessory lien (Arts. 1526-1529, 1503, 1535)
Stoppage in transitu (Arts. 1530-1532, 1535, 1636[2])
Right of Resale (Art. 1533)
Right to Rescind (Art. 1534)
Even before the formal statutory adoption of the remedies of an unpaid seller, the
Supreme Court had already recognized the right of a seller, when the contract of sale is
still executory in stage, to resell the movables subject matter of the sale, when the buyer
fails to pay the purchase price. xHanlon v. Hausserman, 40 Phil. 796 (1920).
Seller in possession of the goods may sell them at buyer's risk. xKatigbak v. Court of
Appeals, 4 SCRA 243 (1962).
3. RECTO LAW: SALES OF MOVABLES ON INSTALLMENTS (Arts. 1484, 1485, 1486)

The Recto Law prevents mortgagee from seizing the mortgaged property, buying it at
foreclosure sale for a low price and then bringing the suit against the mortgagor for a
deficiency judgment. The almost invariable result was that the mortgagor found himself
minus the property and still owing practically the full amount of his original indebtedness.
xMagna Financial Services Group, Inc. v. Colarina, 477 SCRA 245 (2005).
a. Installment Sale requires at least stipulated two (2) payments in the future, whether
or not there is a downpayment. Levy v. Gervacio, 69 Phil. 52 (1939).
b. Contracts to Sell Movables Not Covered. xVisayan Sawmill Company, Inc. v. Court of
Appeals, 219 SCRA 378 (1993).
c. Remedies Available to Unpaid Seller Not Cumulative But Alternative and
111
Exclusive. Delta Motor Sales Corp. v. Niu Kim Duan, 213 SCRA 259 (1992).
Seeking a writ of replevin consistent with any of the three remedies. xUniversal
Motors Corp. v. Dy Hian Tat, 28 SCRA 161 (1969).
d. Remedy of Specific Performance

The fact that the seller obtained a writ of execution against the property mortgaged,
but pursuant to an action for specific performance with a plea for a writ of replevin, does
not amount to a foreclosure of the chattel mortgage covered by the Recto Law.
112
Tajanglangit v. Southern Motors, 101 Phil. 606 (1957).
e. Nature of Remedy of Rescission
110
Song Fo & Co. v. Oria, 33 Phil. 3 (1915); Lawyer's Coop v. Narciso, 55 O.G. 3313).
111
De la Cruz v. Asian Consumer, 214 SCRA 103 (1992); Borbon II v. Servicewide Specialists, Inc., 258 SCRA 634
(1996).
112
Southern Motors v. Moscoso, 2 SCRA 168 (1961); Industrial Finance Corp. v. Ramirez, 77 SCRA 152 (1977); Rosario
v. PCI Leasing and Finance, Inc., 474 SCRA 500 (2005).
- 30 -
Surrender of mortgaged property is not necessarily equivalent to rescission. xVda.
de Quiambao v. Manila Motors Co., Inc., 3 SCRA 444 (1961).
Mutual restitution prevents recovering on the balance of the purchase price.
Nonato v. IAC, 140 SCRA 255 (1985); but stipulation on non-return of payments is
valid provided not unconscionable. xDelta Motor Sales Corp. v. Niu Kim Duan, 213
SCRA 259 (1992).
f. Remedy of Foreclosure
Barring effect would cover a third-party mortgage, when it was the chattel mortgage
that was first foreclosed. Ridad v. Filipinas Investment, 120 SCRA 246 (1983).
When the seller assigns his credit to another person, the latter is likewise bound by
113
the same law. Zayas v. Luneta Motors, 117 SCRA 726 (1982).
(i) Barring Effects of Foreclosure Filing of the action of replevin in order to
foreclose on the chattel mortgage does not produce the barring effect under the
Recto Law; for it is the fact of foreclosure and actual sale of the mortgaged chattel
that bar further recovery by the seller of any balance on the buyers outstanding
obligation not satisfied by the sale. The voluntary payment of the installment by the
buyer-mortgagor is valid and not recoverable in spite the restrictive provisions of Art.
114
1484(3). Northern Motors v. Sapinoso, 33 SCRA 356 (1970).
Foreclosure on the chattel mortgage prevents further action on the supporting
real estate mortgage, whether the chattel mortgage is first foreclosed Cruz v.
115
Filipinas Investment & Finance Corp., 23 SCRA 791 (1968); and vice versa
when the real estate mortgage is first foreclosed. Borbon II v. Servicewide
Specialists, Inc., 258 SCRA 634 (1996).
All amounts barred from recovery. Macondray & Co. v. Eustaquio, 64 Phil.
446 (1937).
(ii) Rule on Perverse Buyer. Filipinas Investment & Finance Corp. v. Ridad, 30
SCRA 564 (1969).
g. Purported Lease with Option to Buy

The Court took judicial notice of the practice of vendors of personal property of
denominating a contract of sale on installment as one of lease to prevent the
ownership of the object of the sale from passing to the vendee until and unless the
116
price is fully paid. xElisco Tool Manufacturing Corp. v. CA, 307 SCRA 731 (1999).
Where a lease agreement over equipment is without an express option to
purchase, but nevertheless when a final demand is given prior to suit, the demand
letter indicates clearly it was within the option of the lessee to fully pay the balance of
the unpaid rentals and would be able to keep the equipment, then the real contract
between the parties was a sale of movable on installment disguised as a lease
agreement. PCI Leasing and Finance, Inc. v. Giraffe-X Creative Imaging, Inc., 527
SCRA 405 (2007).
4. IN CASE OF IMMOVABLES:
a . Anticipatory Breach (Art. 1591) Legarda v. Saldaa, 55 SCRA 324 (1974).
b. Sales of Subdivision Lots and Condominium Units (Secs. 23 and 24, P.D. 957)
P.D.957 was issued in the wake of numerous reports that many real estate
subdivision owners, developers, operators and/or sellers have reneged on their
representations and obligations to provide and maintain properly subdivision roads,
drainage, sewerage, water systems, lighting systems and other basic requirements or
the health and safety of home and lot buyers. It was designed to stem the tide of
fraudulent manipulations perpetrated by unscrupulous subdivision and condominium
sellers free from liens and encumbrances. xCasa Filipinas Realty Corp. v. Office of the
President, 241 SCRA 165 (1995).
Section 20 of P.D. 957 directs every owner and developer of real property to
provide the necessary facilities, improvements, infrastructure and other forms of
development, failure to carry out which is sufficient cause for the buyer to suspend
113
Borbon II v. Servicewide Specialists, Inc., 258 SCRA 634 (1996).
114
Manila Motor Co. v. Fernandez, 99 Phil. 782 (1956); Magna Financial Services Group, Inc. v. Colarina, 477 SCRA 245
(2005).
115
Pascual v. Universal Motors Corp., 61 SCRA 121 (1974).
116
Vda. de Jose v. Barrueco, 67 Phil. 191 (1939); U.S. Commercial v. Halili, 93 Phil. 271 (1953); H.E. Heacock v. Bantal
Manufacturing, 66 Phil. 245 (1938); Manila Gas Corp. v. Calupita, 66 Phil. 747 (1938); Filinvest Credit Corp. v. CA, 178
SCRA 188 (1989).
- 31 -
payment, and any sums of money already paid shall not be forfeited. xTamayo v.
Huang, 480 SCRA 156 (2006).
In case the developer of a subdivision or condominium fails in its obligation under
Section 20, Section 23 gives the buyer:
the option to demand reimbursement of the total amount paid, or to wait for further
development of the subdivision, and when the buyer opts for the latter alternative, he
may suspend payment of the installments until such time that the owner or developer
has fulfilled its obligations. xTamayo v. Huang, 480 SCRA 156 (2006);
buyer required only to give due notice to the owner or developer of the buyers intention
to suspend payment. xZamora Realty and Dev. Corp. v. Office of the President, 506
SCRA 591 (2006);
Sec. 23 does not require that a notice be given first by the buyer to the seller before a
demand for refund can be made as the notice and demand can be made in the same
letter or communication. xCasa Filipinas Realty Corp v. Office of the President, 241
SCRA 165 (1995); and
Option granted by law is with buyer and not the developer/seller. xRelucio v. Brillante-
Garfin, 187 SCRA 405 (1990).
Buyer under P.D. 957 would include one who acquires for a valuable
consideration a condominium unit by way of assignment by the condominium project
owner in payment of its indebtedness for contractors fee. xAMA Computer College,
Inc. v. Factora, 378 SCRA 121 (2002).
Buyers of condominium units would be justified in suspending payments, when the
developer-seller fails to give them a copy of the Contract to Sell despite repeated
demands. xGold Loop Properties, Inc. v. CA, 350 SCRA 371 (2001).
Nothing in P.D. 957 provides for the nullification of a contract to sell in the event
the seller, at the time the contract was entered into, did not possess a certificate of
registration and license to sell. Co Chien v. Sta. Lucia Realty, 513 SCRA 570 (2007).
5. MACEDA LAW: SALES OF RESIDENTIAL REALTY ON INSTALLMENTS (R.A. 6552).

The contract for the purchase of a piece of land on installment basis is not only lawful; it
is also of widespread usage or custom in our economic system. . . . If [buyer] eventually
found the interest stipulation in the contract financially disadvantageous to him, he cannot
now turn to this Court for succor without impairing the constitutional right to the obligation of
contracts. This Court will not relieve petitioner of the necessary consequences of his free
and voluntary, and otherwise lawful, act. . . xBortikey v. AFP Retirement and Separation
Benefits System, 477 SCRA 511 (2005).
a. Role of Maceda Law Maceda Laws declared policy is to protect buyers of real estate
on installment basis against onerous and oppressive conditions, and seeks to address
the acute housing shortage problem in our country that has prompted thousands of
middle and lower class buyers of houses, lots and condominium units to enter into all
sorts of contracts with private housing developers involving installment schemes. xActive
117
Realty & Dev. Corp. Daroya, 382 SCRA 152 (2002).
Maceda Law recognizes in conditional sales of all kinds of real estate sellers right to
cancel the contract upon non-payment of an installment by the buyer, which is simply an
event that prevents the obligation of the vendor to convey title from acquiring binding
118
force. xPagtulunan v. Dela Cruz Vda. De Manzano, 533 SCRA 242 (2008).
b. Transactions Covered
The formal requirements of rescission under the Maceda Law apply even to
contracts entered into prior to its effectivity. xSiska Dev. Corp. v. Office of the President,
119
231 SCRA 674 (1994). BUT SEE xPeoples Industrial and Commercial Corp. v. CA, 281
SCRA 206 (1997).
Maceda Law finds no application to a contract to sell where the suspensive condition
has not been fulfilled, because said Law presuppose the existence of a valid and
effective contract to sell a condominium. [?] xMortel v. KASSCO, Inc., 348 SCRA 391,
120
398 (2000).
117
OIympia Housing Inc. v. Panasiatic Travel Corp., 395 SCRA 298 (2003); Jestra Dev. and Management Corp. v.
Pacifico, 513 SCRA 413 (2007).
118
Leao v. Court of Appeals, 369 SCRA 36 (2001); Cordero v. F.S. Management & Dev. Corp., 506 SCRA 451 (2006).
119
Eugenio v. Executive Secretary Franklin M. Drilon, 252 SCRA 106 (1996); PNB v. Office of the President, 252 SCRA
620 (1996).
120
Boston Bank of the Phil. v. Manalo, 482 SCRA 108 (2006).
- 32 -
Maceda Law makes no distinctions between option and sale which under P.D.
957 also includes an exchange or attempt to sell, an option of sale or purchase, a
solicitation of a sale or an offer to sell directly, and the all-embracing definition virtually
includes all transactions concerning land and housing acquisition, including reservation
agreements. xRealty Exchange Venture Corp. v. Sendino, 233 SCRA 665 (1994).
Maceda Law has no application to protect the developer or one who succeeds the
developer. xLagandaon v. Court of Appeals, 290 SCRA 463 (1998).
c. How to Determine Years of Installments: Jestra Dev. and Management Corp. v.

Pacifico, 513 SCRA 413 (2007).
d. How Cancellation of Contract Can Be Effected The cancellation of the contract under
the Maceda Law must follow the following steps:
First, the seller should extend the buyer a grace period of at least sixty (60) days
from the due date of the installments.
Second, at the end of the grace period, the seller shall furnish the buyer with a
notarial notice of cancellation or demand for rescission, effective thirty (30) days
from the buyers receipt thereof; a mere notice or letter, short of a notarial act, would
121
not suffice. McLaughlin v. CA, 144 SCRA 693 (1986).
Third, for contracts covering more than two years of payments, there must be return
to the buyer of the cash surrender value. xVilldara, Jr. v. Zabala, 545 SCRA 325
122
(2008).
The additional formality of a demand on [the sellers] part for rescission by notarial
act would appear, in the premises, to be merely circuitous and consequently superfluous
since the seller therein filed an action for annulment of contract, which is a kindred
concept of rescission by notarial act. xLayug v. IAC, 167 SCRA 627 (1988).
A decision rendered in an ejectment case operated as the required notice of
cancellation under the Maceda Law; but as the buyer was not given the cash surrender
value of the payments she made, there was still no actual cancellation of the contract.
xLeao v. Court of Appeals, 369 SCRA 36 (2001).
A formal letter demand upon buyer to vacate the premises is not the same as the
notice of cancellation or demand for rescission by a notarial act required by R.A. No.
6552. Evidently, the case of unlawful detainer filed by petitioner does not exempt him
from complying with the said requirement. xPagtulunan v. Dela Cruz Vda. De Manzano,
533 SCRA 242 (2008).
6. RESCISSION ON SALES OF NON-RESIDENTIAL IMMOVABLES ON INSTALLMENTS (Arts.

1191 and 1592)
Articles 1191 and 1592 on rescission cannot apply to a contract to sell since there can
be no rescission of an obligation that is still non-existent, the suspensive condition not
123
having happened. xValarao v. CA, 304 SCRA 155 (1999).
Article 1592 allows the buyer of an immovable to pay as long as no demand for
rescission has been made; and the consignation of the balance of the purchase price before
the trial court operates as full payment. xProvince of Cebu v. Heirs of Rufina Morales, 546
SCRA 315 (2008).
Automatic rescission clauses are not valid nor can be given legal effect under Articles
124
1191 and 1592 . xIringan v. Court of Appeals, 366 SCRA 41 (2001). Indeed, rescission
requires under the law a positive act of choice on the party of the non-defaulting party.
xOlympia Housing v. Panasiatic Travel Corp., 395 SCRA 298 (2003).
Vendor cannot recover ownership of the thing sold until and unless the contract itself is
resolved and set aside; a party who fails to invoke judicially or by notarial act the resolution
of a contract of sale would be prevented from blocking the consummation of the same in
light of the precept that mere failure to fulfill the contract does not operate ipso facto as
rescission. Platinum Plans Phil., Inc. v. Cucueco, 488 SCRA 156 (2006).
121
Luzon Brokerage v. Maritime Bldg., 86 SCRA 305 (1978); Luzon Brokerage v. Maritime Bldg., 43 SCRA 93 (1972);
Fabrigas v. San Francisco del Monte, 475 SCRA 247 (2005).
122
Active Realty & Dev. Corp. v. Daroya, 382 SCRA 152 (2002); Olympia Housing v. Panasiatic Travel Corp., 395 SCRA
298 (2003); Jestra Dev. and Management Corp. v. Pacifico, 513 SCRA 413 (2007).
123
Caridad Estates, Inc. v. Santero, 71 Phil. 114 (1940); Albea v. Inquimboy, 86 Phil. 477 (1950); Manuel v. Rodriguez,
109 Phil. 1 (1960); Joseph & Sons Enterprises, Inc. v. CA, 143 SCRA 663 (1986) Gimenez v. CA, 195 SCRA 205 (1991);
Jacinto v. Kaparaz, 209 SCRA 246 (1992); Odyssey Park, Inc. v. Court of Appeals, 280 SCRA 253 (1997); Rillo v. Court of
Appeals, 274 SCRA 461 (1997); Platinum Plans Phil., Inc. v. Cucueco, 488 SCRA 156 (2006).
124
Escueta v. Pando, 76 Phil. 256 (1946).
- 33 -
B. ON PART OF BUYER
1. In case of Movables (Arts. 1598-1599)
2. In case of Immovables (Arts. 1191; Secs. 23 and 24, P.D. 957)
3. Suspension of Payment (Art. 1590)
The pendency of suit over the subject matter of the sale justifies the buyer in
suspending payment of the balance of the purchase price by reason of aforesaid vindicatory
action filed against it. The assurance made by the seller that the buyer did not have to worry
about the case because it was pure and simple harassment is not the kind of guaranty
contemplated under Article 1590 wherein the buyer is bound to make payment if the seller
should give a security for the return of the price. xAdelfa Properties, Inc. v. Court of
Appeals, 240 SCRA 565 (1995).
XI. REMEDY OF RESCISSION IN SALES CONTRACTS COVERING

IMMOVABLES: CONTRACT OF SALE versus CONTRACT TO SELL
A. NATURE OF REMEDY OF RESCISSION (RESOLUTION) (Arts. 1191, 1479, 1592)

1. Distinguishing from Other Remedy of Rescission (Universal Food Corp. v. CA, 33
SCRA 22 [1970]). But see contra Suria v. IAC, 151 SCRA 661 [1987]).
While Art. 1191 uses the term rescission, the original term which was used in the
old Civil Code was resolution. Resolution is a principal action which is based on breach
of a party, while rescission under Art. 1383 is a subsidiary action limited to cases of
125
rescission for lesion under Art. 1381. xOng v. Court of Appeals, 310 SCRA 1 (1999).
2. Basis of Remedy of Rescission (Resolution)

Rescission under Art. 1191 is predicated on a breach of faith by the other party who
violates the reciprocity between them, and the breach contemplated is the obligors failure
to comply with an existing obligation. When the obligee may seek rescission and, in the
absence of any just cause for the court to determine the period of compliance, the court
126
shall decree the rescission. xVelarde v. Court of Appeals, 361 SCRA 56 (2001).
To rescind is to declare a contract void at its inception and to put an end to it as
though it never was. It is not merely to terminate it and release the parties from further
obligations to each other, but to abrogate it from the beginning and restore the parties to
their relative positions as if no contract has been made. xVelarde v. Court of Appeals, 361
127
SCRA 56 (2001).
When a party asks for the resolution or cancellation of a contract it is implied that he
recognizes it existence a non-existent contract cannot be cancelled. xPan Pacific
Industrial Sales Co., Inc. v. Court of Appeals, 482 SCRA 164 (2006).
Non-payment of the purchase price is a resolutory condition for which the remedy is
either rescission or specific performance under Article 1191. This is true for reciprocal
obligations where the obligation is a resolutory condition of the other. On the other hand,
the buyer is entitled to retain the purchase price or a part thereof if the seller fails to
perform any essential obligation of the contract. Such right is premised on the general
128
principles of reciprocal obligation. xGil v. Court of Appeals, 411 SCRA 18 (2003).
Consignation by the buyer of the purchase price of the property, there having been no
previous receipt of a notarial demand for rescission, is sufficient to defeat the right of the
seller to demand for a rescission of the deed of absolute sale. xGil v. Court of Appeals,
411 SCRA 18 (2003).
Creditors do not have such material interest as to allow them to sue for rescission of
a sale theirs is only a personal right to receive payment for the loan, not a real right over
the property subject of the deed of sale. xAdorable v. CA, 319 SCRA 200 (1999).
Action for Rescission Not Similar to An Action for Reconveyance In the sale of
real property, the seller is not precluded from going to the court to demand judicial
rescission in lieu of a notarial act of rescission. But such action is different from an action
for reconveyance of possession on the thesis of a prior rescission of the contract covering
the property. The effects that flow from an affirmative judgment in either case would be
materially dissimilar in various respects: judicial resolution of a contract gives rise to
125
Iringan v. Court of Appeals, 366 SCRA 41 (2001).
126
Almira v. Court of Appeals, 399 SCRA 351 (2003).
127
Ocampo v. CA, 233 SCRA 551 (1994); Co v. CA, 312 SCRA 528 (1999).
128
Central Philippine University v. CA, 246 SCRA 511 (1995); Romeo v. CA, 250 SCRA 223 (1995); Cheng v. Genato,
300 SCRA 722 (1998); Uy v. CA, 314 SCRA 63 (1999).
- 34 -
mutual restitution which is not necessarily the situation that arise in an action for
reconveyance. In an action for rescission, unlike in an action for reconveyance predicated
on an extrajudicial rescission (rescission by notarial act), the court, instead of decreeing
rescission, may authorize for a just cause the fixing of a period. xOlympia Housing v.
Panasiatic Travel Corp., 395 SCRA 298 (2003).
3. Power to Rescind Generally Judicial in Nature

A seller cannot unilaterally and extrajudicially rescind a contract of sale where there is
no express stipulation authorizing it. Unilateral rescission will not be judicially favored or
allowed if the breach is not substantial and fundamental to the fulfillment of the obligation.
129
xBenito v. Saquitan-Ruiz, 394 SCRA 250 (2002).
Nonetheless, the law does not prohibit the parties from entering into agreement that
violation of the terms of the contract would cause cancellation thereof, even without court
130
intervention. xFroilan v. Pan Oriental Shipping Co., 12 SCRA 276 (1964).
4. Mutual Restitution and Forfeiture (Art. 1385)

When sale is annulled, parties are governed by Art. 1398 whereunder they shall
restore to each other the things which have been the subject matter of the contract, with
131
their fruits, and price with interest. xInes v. Court of Appeals, 247 SCRA 312 (1995).
The sellers right in a contract to sell with reserved title to extrajudicially cancel the
sale upon failure of the buyer to pay the stipulated installments and retain the sums and
installments already received has long been recognized by the well-established doctrine
132
of 39 years standing. xPangilinan v. CA, 279 SCRA 590 (1997).
Pursuant to Art. 1188, in a contract to sell, even if the buyers did not mistakenly make
partial payments, inasmuch as the suspensive condition was not fulfilled, it is only fair and
just that the buyers be allowed to recover what they had paid in expectancy that the
condition would happen; otherwise, there would be unjust enrichment on the part of the
seller. xBuot v. Court of Appeals, 357 SCRA 846 (2001).
B. DISTINCTIONS BETWEEN CONTRACT OF SALE AND CONTRACT TO SELL

1. CONTRACT OF SALE versus CONTRACT TO SELL (Art. 1458) Adelfa Properties, Inc. v. CA,
133
240 SCRA 575 (1995).
In a contract of sale, title to the property passes to buyer upon the delivery of the thing
sold; in a contract to sell, ownership is, by agreement, reserved in the seller and is not to pass
to buyer until full payment of purchase price. Otherwise stated, in a contract of sale, seller
loses ownership over the property and cannot recover it until and unless the contract is
resolved or rescinded, whereas in a contract to sell, title is retained by the seller until full
payment of the price. In the latter contract, payment of the price is a positive suspensive
condition, failure of which is not a breach but an event that prevents the obligation of the
134
vendor to convey title from becoming effective. xCastillo v. Reyes, 539 SCRA 193 (2007).
a. Rationale of Contracts to Sell

A contract to sell is commonly entered into so as to protect the seller against a buyer
who intends to buy the property in installments by withholding ownership over the property
until the buyer effects full payment therefor. It cannot be inferred in a situation where both
parties understood the price to be paid in cash. xCity of Cebu v. Heirs of Candido Rubi,
306 SCRA 408 (1999).
b. Is a Contract to Sell a Sale under Article 1458?

A contract to sell as a bilateral contract whereby the prospective seller, while
expressly reserving the ownership of the subject property despite delivery thereof to the
prospective buyer, binds himself to sell the said property exclusively to the prospective
buyer upon fulfillment of the condition agreed upon, that is, full payment of the purchase
129
Ocejo, Perez & Co. v. International Banking Corp. 37 Phil. 631 (1918); Republic v. Hospital de San Juan de Dios, 84
Phil. 820 (1949); De la Rama Steamship Co. v. Tan, G.R. No. 8784, May 21, 1956; 99 Phil. 1034 (unrep.) (1956); Heirs of
Jesus M. Mascuana v. Court of Appeals, 461 SCRA 186 (2005).
130
Luzon Brokerage Co., Inc. v. Maritime Building Co., Inc., 43 SCRA 95 (1972); Luzon Brokerage v. Maritime Bldg., 86
SCRA 305 (1978).
131
Velarde v. Court of Appeals, 361 SCRA 56 (2001).
132
The Manila Racing Club v. The Manila Jockey Club, 69 Phil. 55 (1939).
133
Sta. Lucia Realty & Dev., Inc. V. Uyecio, 562 SCRA 226 (2008); Ver Reyes v. Salvador, Sr., 564 SCRA 456 (2008).
134
Lim v. CA, 182 SCRA 564 (1990); Buot v. CA, 357 SCRA 846 (2001); Abesamis v. CA, 361 SCRA 328 (2001);
Tuazon v. Garilao, 362 SCRA 654 (2001); Leao v. CA, 369 SCRA 36 (2001); Universal Robina Sugar Milling Corp. v. Heirs
of Angel Teves, 389 SCRA 316 (2002); Almira v. Court of Appeals, 399 SCRA 351 (2003); Chua v. Court of Appeals, 401
SCRA 54 (2002); Flancia v. Court of Appeals, 457 SCRA 224 (2005); Vidad, Sr. v. Tayamen, 531 SCRA 147 (2007); Hulst
v. PR Builders, Inc., 532 SCRA 74 (2007); Heirs of Antonio F. Bernabe v. Court of Appeals, 559 SCRA 53 (2008); Orden v.
Aurea, 562 SCRA 660 (2008).
- 35 -
135
price. Coronel v. CA, 263 SCRA 15, 27 (1996). BUT SEE: PNB v. CA, 262 SCRA
464 (1996).
To be sure, a contract of sale may either be absolute or conditional. One form of
conditional sales is what is now popularly termed as a Contract to Sell, where ownership
or title is retained until the fulfillment of a positive suspensive condition normally the
payment of the purchase price in the manner agreed upon. For a contract, like a contract to
sell, involves a meeting of minds between two persons whereby one binds himself, with
respect to the other, to give something or to render some service. xGomez v. Court of
136
Appeals, 340 SCRA 720, 728 (2000).
A contract to sell is akin to a conditional sale, in which the efficacy or obligatory force of
the vendors obligation to transfer title is subordinated to the happening of a future and
uncertain event, so that if the suspensive condition does not take place, the parties would
stand as if the conditional obligation never existed. Orden v. Aurea, 562 SCRA 660 (2008).
c. Importance of Locating the Condition to Pay Price in Full

In a contract of sale, the non-payment of the price is a resolutory condition which
extinguishes the transaction that, for a time existed, and discharges the obligations created
thereunder. xBlas v. Angeles-Hutalla, 439 SCRA 273 (2004). Whereas, in a contract to
sell, the payment of the purchase price is a positive suspensive condition. The vendors
obligation to convey the title does not become effective in case of failure to pay. xBuot v.
137
When the obligation of buyer to pay the full amount of the purchase price was made
subject to the condition that the seller first delivery the clean title over the parcel bough
within twenty (20) months from the signing of the contract, such condition is imposed
merely on the performance of the obligation, as distinguished from a condition imposed on
the perfection of the contract. The non-happening of the condition merely granted the
buyer the right to rescind the contract or even to waive it and enforce performance on the
part of the seller, all in consonance with Art. 1545 of Civil Code which provides that Where
the obligation of either party to a contract of sale is subject to any condition which is not
performed, such party may refuse to proceed with the contract or he may waive
performance of the condition. Babasa v. Court of Appeals, 290 SCRA 532 (1998).
d. Necessary Stipulations in a Contract to Sell:

A contract is one of sale, absent any stipulation therein (a) reserving title over the
138
property to the vendee until full payment of the purchase price, and (b) giving the vendor
139
the right to unilaterally rescind the contract in case of non-payment. Valdez v. Court of
140
Appeals, 439 SCRA 55 (2004). BUT SEE: Dignos v. Court of Appeals, 158 SCRA
375 (1988).
The reservation of title may not be found in express provision of the contract, but may
also be determined from proven acts of the parties. xSalazar v. CA, 258 SCRA 325 (1996).
The absence of a formal deed of conveyance is a strong indication that the parties did
not intend immediate transfer of ownership, but only a transfer after full payment of the
141
purchase price, and the seller retained possession of the certificate of tile and all other
documents relative to the sale until there was full payment of the purchase price. xChua v.
An agreement in which ownership is reserved in the vendor and is not to pass to the
vendee until full payment of the purchase price is known as a contract to sell. The absence
of full payment suspends the vendors obligation to convey title, even if the sale has
already been registered. Registration does not vest, but merely serves as evidence of, title
to a particular property. Our land registration laws do not give title holders any better
ownership than what they actually had prior to registration. xPortic v. Cristobal, 456 SCRA
577 (2005).
e. Issue of Substantial Breach (Arts. 1191 and 1234)
135
Platinum Plans Phil., Inc. v. Cucueco, 488 SCRA 156 (2006).
136
Demafelis v. Court of Appeals, 538 SCRA 305 (2007).
137
Heirs of Spouses Sandejas v. Lina, 351 SCRA 183 (2001); Zamora Realty and Dev. Corp v. Office of the President,
506 SCRA 591 (2006).
138
Topacio v. CA, 211 SCRA 219 (1992); Laforteza v. Machuca, 333 SCRA 643 (2000); Almira v. Court of Appeals, 399
SCRA351 (2003).
139
Roque v. Lapuz, 96 SCRA 741 (1980); Angeles v. Calanz, 135 SCRA 323 (1985);Alfonso v. CA, 186 SCRA 400
(1990)
140
xSan Andres v. Rodriguez, 332 SCRA 769 (2000); Vda. De Mistica v. Naguiat, 418 SCRA 73 (2003); Blas v. Angeles-
Hutalla, 439 SCRA 273 (2004); Villadar, Jr. V. Zabala, 545 SCRA 325 (2008); Ver Reyes v. Salvador, Sr., 564 SCRA 456
(2008).
141
Bowe v. Court of Appeals, 220 SCRA 158 (1993); xRayos v. Court of Appeals, 434 SCRA 365 (2004); Solidstate
Multi-Products Corp. v. Catienza-Villaverde, 559 SCRA 197 (2008).
- 36 -
The concept of substantial breach is irrelevant to a contract of sale. xLuzon Brokerage
142
Co., Inc. v. Maritime Building Co., Inc., 43 SCRA 93 (1972).
In a contract to sell real property on installments, the full payment of the purchase price
is a positive condition, the failure of which is not considered a breach, casual or serious,
but simply an event that prevented the obligation of the vendor to convey title from
acquiring any obligatory force. The transfer of ownership and title would occur after full
143
payment of the price. xLeao v. CA, 369 SCRA 36 (2001).
2. Minimum Requirement for Cancellation of Contract to Sell

The act of a party in treating a contract as cancelled should be made known to the other
party because this act is subject to scrutiny and review of the courts in case the alleged
defaulter bring the matter for judicial determination. University of the Philippines v. De los
144
Angeles, 35 SCRA 103 (1970); Palay Inc. v. Clave, 124 SCRA 638 (1983).
A contract to sell imposes reciprocal obligations and so cannot be terminated unilaterally
by either party. Judicial rescission is required under Article 1191. However, this rule is not
absolute. We have held that in proper cases, a party may take it upon itself to consider the
contract rescinded and act accordingly albeit subject to judicial confirmation, which may or may
not be given. Lim v. Court of Appeals, 182 SCRA 564 (1990). BUT SEE: In a contract to
sell, upon failure of buyer to comply with its obligation, there was no need to judicially rescind
the contract to sell. Failure by one of the parties to abide by the conditions in a contract to sell
resulted in the rescission of the contract. AFP Mutual Benefit Assn., Inc. v. CA, 364 SCRA
145
768 (2001).
A grace period is a right, not an obligation of the debtor, and when unconditionally
conferred, the grace period is effective without further need of demand either calling for the
payment of the obligation or for honoring the right. xBricktown Dev. Corp. v. Amor Tierra Dev..,
239 SCRA 126 (1995).
The act of the seller in notifying the buyer of his intention to sell the properties to other
interest persons if the latter failed to pay the balance of the purchase price is sufficient notice
for the cancellation or resolution of their contract to sell. Orden v. Aurea, 562 SCRA 660
(2008).
3. Equity Resolutions on Contracts To Sell

Although buyer clearly defaulted in his installment payments in a contract to sell covering
two parcels of land, the Supreme Court nevertheless awarded ownership over one of the two
(2) lots jointly purchased by the buyer, on the basis that the total amount of installments paid,
although not enough to cover the purchase price of the two lots were enough to cover fully the
purchase price of one lot, ruling there was substantial performance insofar as one of the lots
concerned as to prevent rescission thereto. xLegarda Hermanos v. Saldaa, 55 SCRA 3246
(1974).
Where buyer had religiously been paying monthly installments for 8 years, but even after
default he was willing and had offered to pay all the arrears, the Court granted additional period
of 60 days from receipt of judgment for buyer to make all installments payments in arrears plus
interests, although demand for rescission had already been made. xJ.M. Tuazon Co., Inc. v.
Javier, 31 SCRA 829 (1970).
XII. CONDITIONS AND WARRANTIES

1. Conditions (Art. 1545)
Failure to comply with condition imposed upon perfection of the contract results in failure
of a contract, while the failure to comply with a condition imposed on the performance of an
obligation only gives the other party the option either to refuse to proceed with sale or waive
146
the condition. Laforteza v. Machuca, 333 SCRA 643 (2000).
In a Sale with Assumption of Mortgage, the assumption of mortgage is a condition to
the sellers consent so that without approval by the mortgagee, no sale is perfected. In such
case, the seller remains the owner and mortgagor of the property and retains the right to
147
redeem the foreclosed property. xRamos v. CA, 279 SCRA 118 (1997).
142
Siska Dev. Corp. v. Office of the President, 231 SCRA 674 (1994); Sta. Lucia Realty & Dev., Inc. v. Uyecio, 562 SCRA
226 (2008).
143
Manuel v. Rodriguez, 109 Phil. 1 (1960); Laforteza v. Machuca, 333 SCRA 643 (2000); Villamaria, Jr. v. Court of
Appeals, 487 SCRA 571 (2006).
144
Jison v. CA, 164 SCRA 339 (1988); Lim v. CA, 182 SCRA 564 (1990); Cheng v. Genato, 300 SCRA 722 (1998).
145
Torralba v. De los Angeles, 96 SCRA 69 (1980).
146
Romero v. Court of Appeals, 250 SCRA 223 (1995); Adalin v. CA, 280 SCRA 536 (1997); Republic v. Florendo, 549
SCRA 527 (2008).
147
Bian Steel Corp. v. Court of Appeals, 391 SCRA 90 (2002).
- 37 -
There has arisen here a confusion in the concepts of validity and the efficacy of a
contract. Under Art. 1318 of Civil Code, the essential requisites of a contract are: consent of
the contracting parties; object certain which is the subject matter of the contract and cause
of the obligation which is established. Absent one of the above, no contract can arise.
Conversely, where all are present, the result is a valid contract. However, some parties
introduce various kinds of restrictions or modalities, the lack of which will not, however,
affect the validity of the contract. Thus, a provision this Contract of Sale of rights, interests
and participations shall become effective only upon the approval by the Honorable Court,
in the event of non-approval by the courts, affect only the effectivity and not the validity of
the contract of sale. Heirs of Pedro Escanlar v. Court of Appeals, 281 SCRA 176
(1997).
2. Conditions versus Warranties. Power Commercial and Industrial Corp. v. Court of

Appeals, 274 SCRA 597 (1997).
3. Express Warranties (Art. 1546)
A warranty is a statement or representation made by the seller of goods,
contemporaneously and as part of the contract of sale, having reference to the character,
quality or title of the goods, and by which he promises or undertakes to insure that certain
facts are or shall be as he then represents them Ang v. Court of Appeals, 567 SCRA 53
(2008).
A warranty is an affirmation of fact or any promise made by a vendor in relation to the
thing sold. The decisive test is whether the vendor assumes to assert a fact of which the
vendee is ignorant. xGoodyear Philippines, Inc. v. Sy, 474 SCRA 427 (2005).
The principle of caveat emptor only requires the purchaser to exercise care and attention
ordinarily exercised by prudent men in like business affairs, and only applies to defects which
are open and patent to the service of one exercising such care. It can only be applied where it
is shown or conceded that the parties to the contract stand on equal footing and have equal
knowledge or equal means of knowledge and there is no relation of trust or confidence
between them. It does not apply to a representation that amounts to a warranty by the seller
and the situation requires the buyer to rely upon such promise or affirmation. Guinhawa v.
148
People, 468 SCRA 278 (2005).
The law allows considerable latitude to sellers statements, or dealers talk; and
experience teaches that it is exceedingly risky to accept it at its face value. Assertions
concerning the property which is the subject of a contract of sale, or in regard to its qualities
and characteristics, are the usual and ordinary means used by sellers to obtain a high price
and are always understood as affording to buyers no ground for omitting to make inquiries. A
man who relies upon such an affirmation made by a person whose interest might so readily
prompt him to exaggerate the value of his property does so as his peril, and must take the
consequences of his own imprudence. xSongco v. Sellner, 37 Phil. 254 (1917).
Breach of an express warranty makes the seller liable for damages. The following
requisites must be established in order that there be an express warranty in sale: (1) the
express warranty must be an affirmation of fact or any promise by the seller relating to the
subject matter of the sale; (2) the natural tendency of such affirmation or promise is to induce
the buyer to purchase the thing; and (3) the buyer purchases the thing relying on such
affirmation or promise thereon. xCarrascoso, Jr. v. CA, 477 SCRA 666 (2005).
4. Implied Warranties (Art. 1547)

a. Seller Has Right to Sell
b. Warranty Against Eviction (Arts. 1548-1560)
Seller must be summoned in the suit for eviction at the instance of the buyer (Art.
1558), and be made a co-defendant (Art. 1559); or made a third-party defendant. Escaler
149
v. CA, 138 SCRA 1 (1985).
No Warranty Against Eviction When Execution Sale In voluntary sales, vendor
can be expected to defend his title because of his warranty to the vendees but no such
obligation is owed by the owner whose land is sold at execution sale. xSantiago Land Dev.
Corp. v. CA, 276 SCRA 674 (1997). BUT SEE: Art. 1552.
The seller, in delcariung that he owned and had clean title to the vehilce, gave an
implied warranty of title, and in pledging that he will defend the same from all claims or
any claim whatsoever [and] will save the vendee from any suit by the government of the
Republic of the Philippines, he gave a warranty against eviction, and the prescriptive
period to file a breach thereof is six months after the delivery of the vehicle. Ang v. Court
148
Oro Land Realty Dev. Corp. v. Claunan, 516 SCRA 681 (2007)
149
Canizares Tiana v. Torrejos, 21 Phil. 127 (1911); J.M. Tuazon v. CA, 94 SCRA 413 (1979).
- 38 -
c. Warranty Against Non-Apparent Servitudes (Arts. 1560)

d. Warranty Against Hidden Defects (Arts. 1561-1580)
The stipulation in a lease with option to purchase (treated as a sale of movable on
installments) that the buyer-lessee absolutely releases the lessor from any liability
whatsoever as to any and all matters in relation to warranty in accordance with the
provisions hereinafter stipulated, was held as an express waiver of warranty against
hidden defect in favor of the seller-lessor which absolved the [seller-lessor] from any
liability arising from any defect or deficiency of the machinery they bought. xFilinvest
Credit Corp. v. Court of Appeals, 178 SCRA 188 (1989).
A hidden defect is one which is unknown or could not have been known to the buyer.
Under the law, the requisites to recover on account of hidden defects are as follows: (a)
The defect must be hidden; (b) The defect must exist at the time the sale was made; (c)
The defect must ordinarily have been excluded from the contract; (d) The defect, must be
important (render the thing unfit or considerably decreases fitness); (e) The action must be
instituted within the statute of limitations. Nutrimix Feeds Corp. v. Court of Appeals,
150
441 SCRA 357 (2004).
Sellers agent can by agreement be liable for the warranty against hidden defects.
xSchmid and Oberly, Inc. v. RJL Martinez, 166 SCRA 493 (1988).
e. Warranty as to Fitness or Quality of Goods

In order to enforce the implied warranty that the goods are reasonably fit and suitable
to be used for the purpose which both parties contemplated, the following must be
established: (a) that the buyer sustained injury because of the product; (b) that the injury
occurred because the product was defective or unreasonably unsafe; and finally (c) the
defect existed when the product left the hands of the petitioner. Nutrimix Feeds Corp. v.
A manufacturer or seller of a product cannot be held liable for any damage allegedly
caused by the product in the absence of any proof that the product in question is defective,
which was present upon the delivery or manufacture of the product; or when the product
left the sellers or manufacturers control; or when the product was sold to the purchaser; or
the product must have reached the user or consumer without substantial change in the
condition it was sold. Nutrimix Feeds Corp. v. Court of Appeals, 441 SCRA 357 (2004).
f. Sale of Goods by Sample

There is a sale by sample when a small quantity is exhibited by the seller as a fair
specimen of the bulk, which is not present and there is no opportunity to inspect or
examine the same. To constitute a sale by sample, it must appear that the parties treated
the sample as the standard of quality and that they contracted with reference to the sample
with the understanding that the product to be delivered would correspondent with the
sample. In a contract of sale by sample, there is an implied warranty that the goods shall
be free from any defect which is not apparent on reasonable examination of the sample
and which would render the goods unmerchantable. xMendoza v. David, 441 SCRA 172
(2004).
g. Additional Warranties for Consumer Products (Arts. 68, Consumer Act, R.A. 7394).
5. Effects and Prescription of Warranties

A breach in the warranties of the seller entitles the buyer to a proportionate reduction of
the purchase price. PNB v. Mega Prime Realty and Holding Corp., 567 SCRA 633 (2008).
The prescriptive period for instituting actions based on a breach of express warranty is
that specified in the contract, and in the absence of such period, the general rule on
rescission of contract, which is four years, while for actions based on breach of implied
warranty, the prescriptive period is six months from the date of the delivery of the thing sold.
Ang v. Court of Appeals, 567 SCRA 53 (2008).
6. Effects of Waivers
The phrase as is, where is basis pertains solely to the physical condition of the thing
sold, not to its legal situation. In the case at bar, the US tax liabilities constitute a potential lien
which applies to the subjects matters legal situation, not to its physical aspect. Thus, the
buyer has no obligation to shoulder the same. xNDC v. Madrigal Wan Hui Lines Corp., 412
SCRA 375 (2003).
7. Buyers Options in Case of Breach of Warranty (Art. 1599).
150
Investments & Development, Inc. v. CA, 162 SCRA 636 [1988]).
- 39 -
The remedy against violation of warranty against hidden defects is either to withdraw from
the contract (accion redhibitoria) or to demand a proportionate reduction of the price (accion
quanti minoris), with damages in either case. Nutrimix Feeds Corp. v. Court of Appeals,
441 SCRA 357 (2004).
XIII. EXTINGUISHMENT OF SALE

A. IN GENERAL (Arts. 1231, 1600).
B. CONVENTIONAL REDEMPTION
Right to repurchase must be constituted as part of a valid sale at perfection. xVillarica v.
151
CA, 26 SCRA 189 (1968).
An agreement to repurchase becomes a promise to sell when made after the sale
because when the sale is made without such agreement the purchases acquires the things
sold absolutely; and, if he afterwards grants the vendor the right to repurchase, it is a new
contract entered into by the purchases as absolute owner. Roberts v. Papio, 515 SCRA
152
346 (2007).
In sales denominated as pacto de retro, the price agreed upon should not generally be
considered as the just value of the thing sold, absent other corroborative evidencethere is
no requirement in sales that the price be equal to the exact value of the thing subject matter
of the sale. xDorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
2. Redemption Period
The period to repurchase is not suspended merely because there is a divergence of
opinion between the parties as to the precise meaning of the phrase providing for the
condition upon which the right to repurchase is triggered. The existence of seller a retros
right to repurchase the proper is not dependent upon the prior final interpretation by the
court of the said phrase. Misterio v. Cebu State College of Science and Technology,
461 SCRA 122 (2005).
3. Situation Prior to Redemption

In a sale a retro, buyer has a right to the immediate possession of the property sold,
unless otherwise agreed upon, since title and ownership of the property sold are
immediately vested in the buyer a retro, subject only to the resolutory condition of
repurchase by the seller a retro within the stipulated period. xVda. de Rigonan v. Derecho,
153
463 SCRA 627 (2005).
4. Who Can Redeem (Arts. 1611 to 1614)
5. How Redemption Effected (Art. 1616)

In order to exercise the right to redeem, only tender of payment is sufficient xLegaspi v.
CA, 142 SCRA 82 1986); consignation is not required after tender is refused xMariano v.
CA, 222 SCRA 736 (1993).
But when tender not possible, consignation should be made xCatangcatang v.
Legayada, 84 SCRA 51 (1978).
Well-settled is the rule that a formal offer to redeem must be accompanied by a valid
tender of the redemption price and the filing of a judicial action, plus the consignation of the
redemption price within the period of redemption, is equivalent to a formal offer to redeem.
xVillegas v. Court of Appeals, 499 SCRA 276 (2006).
A formal offer to redeem, accompanied by a bona fide tender of redemption price, is not
essential where the right to redeem is exercised through a judicial action within the
redemption period and simultaneously depositing the redemption price. xLee Chuy Realty
Corp. v. CA, 250 SCRA 596 (1995).
6. Redemption Price (Art. 1616)

A stipulation in a sale a retro requiring as part of the redemption price interest for the
cost of money, is not in contravention with Art. 1616, since the provision is not restrictive nor
exclusive, and does not bar additional amounts that the parties may agree upon, since the
151
Claravall v. CA, 190 SCRA 439 (1990); Torres v. CA, 216 SCRA 287 (1992); Roberts v. Papio, 515 SCRA 346 (2007).
152
Ramos v. Icasiano, 51 Phil (1927).
153
Reyes v. Hamada, 14 SCRA 215 (1965); Solid Homes, Inc. v. CA, 275 SCRA 267 (1997); Misterio v. Cebu State
College of Science and Technology, 461 SCRA 122 (2005); Cadungog v. Yap, 469 SCRA 561 (2005); Ramos v. Dizon, 498
SCRA 17 (2006); Lumayag v. Heirs of Jacinto Nemeo, 526 SCRA 51 (2007).
- 40 -
article itself provides and other stipulations which may have been agreed upon. xSolid
Homes v. Court of Appeals, 275 SCRA 267 (1997).
7. Fruits (Art. 1617)

Article 1617 on the disposition of fruits of property redeemed applies only when the
parties failed to provide a sharing arrangement thereof; otherwise, the parties contractual
stipulations prevail. xAlmeda v. Daluro, 79 SCRA 327 (1977).
8. Effect When No Redemption Made: Consolidation (Art. 1607)

Article 1607 abolished automatic consolidation of ownership in the vendee a retro upon
expiration of the redemption period by requiring the vendee to institute an action for
consolidation where the vendor a retro may be duly heard. If the vendee succeeds in
proving that the transaction was indeed a pacto de retro, the vendor is still given a period of
thirty days from the finality of the judgment within which to repurchase the property. xSolid
Homes v. Court of Appeals, 275 SCRA 267 (1997).
Once the vendor fails to redeem the property within the stipulated period, irrevocable
title shall be vested in the vendee by operation of law. xVda. de Rigonan v. Derecho, 463
SCRA 627 (2005).
Under a sale a retro, the failure of the buyer to consolidate his title under Art. 1607 does
not impair such title and ownership because the method prescribed thereunder is merely for
the purpose of registering and consolidating titles to the property. In fact, the failure on the
part of a seller a retro to exercise the redemption right within the period agreed upon or
provided for by law, vests upon the buyer a retro absolute title and ownership over the
property sold by operation of law. Consequently, after the effect of consolidation, the
mortgage or re-sale by the seller a retro of the same property would not transfer title and
ownership to the mortgagee or buyer, as the case may be, under the Latin maxim NEMO
DAT QUOD NON HABET. xCadungog v. Yap, 469 SCRA 561 (2005).
9. EQUITABLE MORTGAGE (Arts. 1602-1604)

If the terms of the pacto de retro sale were unfavorable to the vendor, courts have no
business extricating her from that bad bargaincourts are not guardians of persons who are
legally competent. Dorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
The law on equitable mortgage favors the least transmission of rights and interest over a
property in controversy, since the law seeks to prevent circumvention of the law on usury
and the prohibition against pactum commissorium provisions. Additionally, it is aimed to end
unjust or oppressive transactions or violations in connection with a sale or property. The
wisdom of these provisions cannot be doubted, considering many cases of unlettered
persons or even those with average intelligence invariably finding themselves in no position
whatsoever to bargain fairly with their creditors. xSpouses Misea v. Rongavilla, 303 SCRA
154
749 (1999).
Besides, it is a fact that in time of grave financial distress which render persons hard-
pressed to meet even their basic needs or answer an emergency, such persons would have
no choice but to sign a deed of absolute sale of property or a sale thereof with pacto de retro
if only to obtain a much-needed loan from unscrupulous money lenders. xMatanguihan v.
155
An equitable mortgage is defined as one which although lacking in some formality or
form or words, or other requisites demanded by a statute, nevertheless reveals the intention
of the parties to charge real property as security for a debt, and contains nothing impossible
156
or contrary to law. xRaymundo v. Bandong, 526 SCRA 514 (2007).
The essential requisites of an equitable mortgage are: (a) The parties entered into a
contract denominated as a contract of sale; and (b) Their intention was to secure an existing
157
debt by way of a mortgage. xMolina v. Court of Appeals, 398 SCRA 97 (2003).
The decisive factor in evaluating whether an agreement is an equitable mortgage is the
intention of the parties, as shown not necessarily by the terminology used in the contract but
by all the surrounding circumstances, such as the relative situation of the parties at that
time, the attitude, acts, conduct, declarations of the parties, the negotiations between them
154
Lao v. Court of Appeals, 275 SCRA 237 (1997).
155
Salonga v. Concepcion, 470 SCRA 291 (2005).
156
Ceballos v. Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004); Alvaro v. Ternida, 479 SCRA 288
(2006); Cirelos v. Hernandez, 490 SCRA 624 (2006); Lumayag v. Heirs of Jacinto Nemeo, 526 SCRA 51 (2007); Olivares
v. Sarmiento, 554 SCRA 384 (2008); Tio v. Abayata, 556 SCRA 175 (2008).
157
Matanguihan v. CA, 275 SCRA 380 (1997); Martinez v. CA, 358 SCRA 38 (2001); Hilado v. Heirs of Rafael Medlla,
37 SCRA 257 (2002); Ceballos v. Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004); San Pedro v. Lee,
430 SCRA 338 (2005); Go v. Bacaron, 472 SCRA 229 (2005), citing VILLANUEVA, CESAR L. PHILIPPINE LAW ON SALES, (1998
ed.), p. 271; Romulo v. Layug, Jr., 501 SCRA262 (2006); Roberts v. Papio, 515 SCRA 346 (2007); Raymundo v. Bandong,
526 SCRA 514 (2007); Dorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008).
- 41 -
leading to the deed, and generally, all pertinent facts having a tendency to fix and determine
the real nature of their design and understanding. Necessitous men are not always free, in
that to answer a pressing emergency, they will submit to any term that the crafty may
158
impose on them. Banga v. Bello, 471 SCRA 653 (2005).
That is why parol evidence is competent and admissible in support of the allegations
that an instrument in writing, purporting on its face to transfer the absolute title to property,
or to transfer the title with a right to repurchase under specified conditions reserved to the
seller, was in truth and in fact given merely as security for the repayment of a loan. xMariano
159
160
a. Badges of Equitable Mortgage (Art. 1602 )
A contract of sale actually intended to secure the payment of an obligation is presumed
161
an equitable mortgage. xRomulo v. Layug, Jr., 501 SCRA262 (2006).
The presence of only one circumstance defined in Art. 1602 is sufficient for a contract of
sale a retro to be presumed an equitable mortgage. xHilado v. Medalla 377 SCRA 257
162
(2002).
The presumption in Article 1602 jibes with the rule that the law favors the least
transmission of property rights. xEnriquez, Sr. v. Heirs of Spouses Nieves and Alfredo
Baldonado, 498 SCRA 365 (2006); but it is not conclusive, for it may be rebutted by
competent and satisfactory proof to the contrary. xSantiago v. Dizon, 543 SCRA 402 (2008).
The provisions of Art. 1602 on the presumption of equitable mortgage applies also to a
163
contract purporting to be an absolute sale. xTuazon v. CA, 341 SCRA 707 (2000).
A contract purporting to be an absolute sale is presumed to be an equitable mortgage:
164
(a) when the price of the sale is unusually inadequate; (b) when the vendor remains in
165
possession as lessee or otherwise; (c) when after the expiration of the right of
repurchase, it is extended by the buyer. xHilado v. Heirs of Rafael Medalla, 37 SCRA 257
166
(2002); (d) when the purported seller continues to collect rentals from the lessees of the
property sold. Ramos v. Dizon, 498 SCRA 17 (2006)
When the vendor is in urgent need of money when he executes the sale, the alleged
sale with pacto de retro will be construed as an equitable mortgage. Bautista v. Unangst,
557 SCRA 256 (2008).
Inadequacy of purchase price is considered so far short of the real value of the
property as to startle a correct mind. xSantiago v. Dizon, 543 SCRA 402 (2008); or that the
mind revolts at it as such that a reasonable man would neither directly or indirectly be likely
to consent to it. xVda de Alvarez v. CA, 231 SCRA 309 (1994).
To presume a contract is an equitable mortgaged based on gross inadequacy of
price, it must be clearly shown from the evidence presented that the consideration
was in fact grossly inadequate at the time the sale was executed. Mere inadequacy
of price is not sufficient to create the presumption. xOlivares v. Sarmiento, 554
SCRA 384 (2008).
Mere tolerated possession is not enough to prove that the transaction was an equitable
mortgage. xRedondo v. Jimenez, 536 SCRA 639 (2007).
Payment of real estate taxes is a usual burden attached to ownership, and when such
payment is coupled with continuous possession of the property, it constitutes evidence of
great weight that a person under whose name the realty taxes were declared has a valid
167
and right claim over the land. xGo v. Bacaron, 472 SCRA 229 (2005).
However mere allegations without proof to support inadequacy of price, or when
continued possession by the seller is supported by a valid arrangement consistent with the
158
Austria v. Gonzales, Jr., 420 SCRA 414 (2004); Raymundo v. Bandong, 526 SCRA 514 (2007).
159
Lim v. Calaguas, 45 O.G. No. 8, p. 3394 (1948); Cuyugan v. Santos, 34 Phil. 100 (1916); Matanguihan v. CA, 275
SCRA 380 (1997); Hilado v. Heirs of Rafael Medlla, 37 SCRA 257 (2002); Madrigal v. Court of Appeals, 456 SCRA 659
(2005); Legaspi v. Ong, 459 SCRA 122 (2005); Banga v. Bello, 471 SCRA 653 (2005); Dio v. Jardines, 481 SCRA 226
(2006); Ayson, Jr. V. Paragas, 557 SCRA 50 (2008).
160
Lim v. Calaguas, 45 O.G. No. 8, p. 3394 (1948); Balatero v. IAC, 154 SCRA 530 (1987); Mariano v. CA, 220 SCRA
716 (1993); Lobres v. CA, 351 SCRA 716 (2001).
161
Ayson, Jr. V. Paragas, 557 SCRA 50 (2008); Bautista v. Unangst, 557 SCRA 256 (2008).
162
Claravall v. CA, 190 SCRA 439, 448 (1990); Uy v. CA, 230 SCRA 664 (1994); Lobres v. CA, 351 SCRA 716 (2001);
Alvaro v. Ternida, 479 SCRA 288 (2006); Dio v. Jardines, 481 SCRA 226 (2006); Raymundo v. Bandong, 526 SCRA 514
(2007); Aleligay v. Laserna, 537 SCRA 699 (2007); Dorado Vda. De Delfin v. Dellota, 542 SCRA 397 (2008); Bautista v.
Unangst, 557 SCRA 256 (2008).
163
Zamora v.CA, 260 SCRA 10 (1996).
164
Romulo v. Layug, Jr., 501 SCRA262 (2006).
165
Romulo v. Layug, Jr., 501 SCRA262 (2006); Bautista v. Unangst, 557 SCRA 256 (2008).
166
Cruz v. Court of Appeals, 412 SCRA 614 (2003).
167
Lumayag v. Heirs of Jacinto Nemeo, 526 SCRA 51 (2007).
- 42 -
sale, would not support the allegation of equitable mortgage. xCirelos v. Hernandez, 490
168
SCRA 624 (2006).
Although under the agreement the seller shall remain in possession of the property for
only one year, such stipulation does not detract from the fact that possession of the
property, an indicium of ownership, was retained by the alleged vendor to qualify the
arrangement as an equitable mortgage, especially when it was shown that the vendor
169
retained part of the purchase price. xLegaspi v. Ong, 459 SCRA 122 (2005).
Under Article 1602, delay in transferring title is not one of the instances enumerated by
lawinstances in which an equitable mortgage can be presumed. Nor does the fact that the
original transaction on the land was to support a loan, which when it was not paid on due
date was negotiated into a sale, without evidence that the subsequent deed of sale does not
express the true intentions of the parties, give rise to a presumption of equitable mortgage.
xCeballos v. Intestate Estate of the Late Emigdio Mercado, 430 SCRA 323 (2004).
The fact that the price in a pacto de retro sale is not the true value of the property does
not justify the conclusion that the contract is one of equitable mortgage; in fact a pacto de
retro sale, the practice is to fix a relatively reduced price to afford the seller a retro every
170
facility to redeem the property . xIgnacio v. CA, 246 SCRA 242 (1995).
Article 1602 being remedial in nature, may be applied retroactively in cases prior to the
effectivity of the Civil Code. xOlea v. CA, 247 SCRA 274 (1995).
b. Remedies Allowed for Equitable Mortgage (Art. 1602, 1605).

In the case of an equitable mortgage, although Art. 1605 which allows for the remedy of
reformation, nothing therein precludes an aggrieved party from pursuing other remedies to
effectively protect his interest and recover his property, such as an action for declaration of
nullity of the deed of sale and specific performance. xTolentino v. Court of Appeals, 386
SCRA 36 (2002).
In an equitable mortgage situation, the consolidation of ownership in the person of the
mortgagee in equity upon failure of the mortgagor in equity to pay the obligation, would
amount to a pactum commissorium. The only proper remedy is to cause the foreclosure of
the mortgage in equity. xBriones-Vasquez v. Court of Appeals, 450 SCRA 644 (2005); or to
determine if the principal obligation secured by the equitable mortgage has been paid or
settled. xBanga v. Bello, 471 SCRA 653 (2005).
c. Pactum Commissorium (Art. 2088)

A stipulation which is a pactum commisorium enables the mortgagee to acquire
ownership of the mortgaged properties without need of any foreclosure proceedingsit is a
nullity being contrary to the provisions of Article 2088 of the Civil Code. xLumayag v. Heirs
171
of Jacinto Nemeo, 526 SCRA 315 (2007).
It does not apply when the security for a debt is also money in the form of time deposit.
xConsing v. CA, 177 SCRA 14 (1989).
The provision in a MOA/Dacion en Pago with a Right to Repurchase that in the event
the borrower fails to comply with the new terms of restructuring the loan, the agreement
shall automatically operate to be an instrument of dacion en pago without need of executing
any new document does not constitute pactum commissorium. Solid Homes, Inc. v. Court
BUT SEE: The stipulation in the promissory note providing that upon failure of the makers
to pay interests, ownership of the property would automatically be transferred to the payee,
and the covering deed of sale would be registered is in substance a pactum commissorium
in violation of Art. 2088, and consequently, the resultant sale is void and the registration and
obtaining of new title in the name of the buyer would have be declared void also. A.
172
Francisco Realty v. Court of Appeals, 298 SCRA 349 (1998).
e. Final Chance to Redeem in Mistaken Equitable Mortgage (Art. 1606)

The 30 day period under Art. 1606 does not apply if the courts should find the sale to be
173
absolute. xPangilinan v. Ramos, 181 SCRA 359 (1990).
Sellers in a sale judicially declared as pacto de retro may not exercise the right to
repurchase within the 30-day period provided under Art. 1606, although they have taken the
position that the same was an equitable mortgage, if it is shown that there was no honest
168
Austria v. Gonzales, Jr., 420 SCRA 414 (2004).
169
Oronce v. CA, 298 SCRA 133 (1998).
170
De Ocampo v. Lim, 38 Phil. 579 (1918); Feliciano v. Limjuco, 41 Phil.147 (1920); Belonio v. Movella, 105 Phil. 756
(1959).
171
Guerrero v. Yigo, 96 Phil. 37 (1954); Montevirgin v. CA, 112 SCRA 641 (1982); Vda. de Zulueta v. Octaviano, 121
SCRA 314 (1983).
172
Legaspi v. Ong, 459 SCRA 122 (2005).
173
Tapas v. Court of Appeals, 69 SCRA 393 (1976).
- 43 -
belief thereof since: (a) none of the circumstances under Art. 1602 were shown to exist to
warrant a conclusion that the transaction was an equitable mortgage; and (b) that if they
truly believed the sale to be an equitable mortgage, as a sign of good faith, they should have
consigned with the trial court the amount representing their alleged loan, on or before the
174
expiration of the right to repurchase. Abilla v. Gobonseng, 374 SCRA 51 (2002).
C. LEGAL REDEMPTION
Legal redemption is in the nature of a privilege created by law partly for reasons of
public policy and partly for the benefit and convenience of the redemptioner, to afford him a
way out of what might be a disagreeable or [an] inconvenient association into which he has
been thrust. It is intended to minimize co-ownership. xFernandez v. Tarun, 391 SCRA 653
175
(2002).
2. Legal Redemption Rights under the Civil Code

a. Among Co-heirs (Art. 1088)
Redemption right pertain to disposition of right to inherit, and not when there is a sale
of a particular property of the estate. xPlan v. IAC, 135 SCRA 270 (1985).
When the heirs have partitioned the estate among themselves and each have
occupied and treated definite portions thereof as their own, co-ownership has ceased even
though the property is still under one title, and the sale by one of the heirs of his definite
portion cannot trigger the right of redemption in favor of the other heirs. xVda. De Ape v.
The heirs who actually participated in the execution of the extrajudicial settlement,
which included the sale to a third person of their pro indiviso shares in the property, are
bound by the same; while the co-heirs who did not participate are given the right to redeem
their shares pursuant to Article 1088. xCua v. Vargas, 506 SCRA 374 (2006).
b. Among Co-owners (Art. 1620)

The right of redemption may be exercised by a co-owner only when part of the
community property is sold to a stranger, now when sold to another co-owner because a
new participant is not added to the co-ownership. xFernandez v. Tarun, 391 SCRA 653
(2002).
When the seller a retro dies, the right to redeem cannot be exercised by a co-heir
alone, since the right to redeem belonged in common to all the heirs. xDe Guzman v. Court
For the right of redemption to be exercised, co-ownership must exist at the time of the
conveyance is made by a co-owner and the redemption is demanded by the other co-
owner or co-owners. xAvila v. Barabat, 485 SCRA 8 (2006).
Redemption by co-owner redounds to the benefit of all other co-owners. xMariano v.
c. Distinguishing Between Right of Redemption of Co-heirs and Co-owners

Article 1620 includes the doctrine that a redemption by a co-owner of the property
owned in common, even when he uses his own fund, within the period prescribed by law
inures to the benefit of all the other co-owners. xAnnie Tan v. Court of Appeals, 172 SCRA
176
660 (1989).
d. Among Adjoining Owners (Arts. 1621 and1622)

Requisite to show property previously bought on speculation dropped. xLegaspi v.
CA, 69 SCRA 360 (1976).
Right of redemption covers only resale and does not cover exchanges or barter of
properties xDe Santos v. City of Manila, 45 SCRA 409 (1972); and cannot arise unless
both adjacent lands are rural lands. xPrimary Structures Corp. v. Valencia, 409 SCRA 371
(2003).
When there is no issue that when the adjoining lands involved are both rural lands,
then the right of redemption can be exercised and the only exemption provided is when the
buyer can show that he did not own any other rural land. But the burden of proof to provide
for the exception lies with the buyer. xPrimary Structures Corp. v. Valencia, 409 SCRA
371, 374 (2003).
174
Vda. de Macoy v. CA, 206 SCRA 244 (1992).
175
Basa v. Aguilar, 117 SCRA 128 (1982).
176
De Guzman v. CA, 148 SCRA 75 (1987); Adille v. CA, 157 SCRA 455 (1988).
- 44 -
e. Sale of Credit in Litigation (Art. 1634) 30 days from notice of demand to pay.
2. When Period of Legal Redemption Begins (Art. 1623)

The interpretation of Art. 1623 where there is a need for notice in writing, should always
tilt in favor of the redemptioner and against the buyer, since the purpose is to reduce the
number of participants until the community is terminated, being a hindrance to the
development and better administration of the property. It is a one-way street, in favor of the
redemptioner since he can compel the buyer to sell to him but he cannot be compelled by the
vendee to buy. xHermoso v. Court of Appeals, 300 SCRA 516 (1998).
The 30-day period does not begin to run in the absence of written notification coming
177
from the seller. xCua v. Vargas, 506 SCRA 374 (2006); and it must be a written notice of a
perfected sale. xSpouses Doromal v. Court of Appeals, 66 SCRA 575 (1975).
The written notice of sale is mandatory, notwithstanding actual knowledge of a co-owner,
in order to remove all uncertainties about the sale, its terms and conditions, as well as its
efficacy and status. xVerdad v. Court of Appeals, 256 SCRA 593 (1996)..
Notice to minors may validly be served upon parents even when the latter have not been
judicially appointed as guardians since the same is beneficial to the children. xBadillo v.
Ferrer, 152 SCRA 407 (1987).
Neither the registration of the sale xCabrera v. Villanueva, 160 SCRA 627 (1988), nor the
annotation of an adverse claim xVda. De Ape v. Court of Appeals, 456 SCRA 193 (2005), nor
notice being given by the city treasurer xVerdad v. Court of Appeals, 256 SCRA 593 (1996),
comply with the written notice required under Art. 1623 to begin the tolling of the 30-day
period of redemption.
The notice required under Article 1623 is deemed to have been complied with when the
other co-owner has signed the Deed of Extrajudicial Partition and Exchange of Shares which
embodies the disposition of part of the property owned in common. xFernandez v. Tarun, 391
SCRA 653 (2002).
The existence of a clause in the deed of sale to the effect that the vendor has complied
with the provisions of Article 1623, cannot be taken to being the written affirmation under
oath, as well as the evidence, that the required written notice to petitioner under Article 1623
has been meet, for the person entitled to the right is not a party to the deed of sale. xPrimary
Structures Corp. v. Valencia, 409 SCRA 371 (2003).
Francisco v. Boiser, 332 SCRA 305 (2000), summarized the case-law on Art. 1623,
and with definitiveness declared:
For the 30-day redemption period to begin to run, notice must be given by the seller; and that
notice given by the buyer or even by the Register of Deeds is not sufficient. This expressly
affirms the original ruling in Butte v. Manuel Uy and Sons, Inc., 4 SCRA 526 (1962), as affirmed
in xSalatandol v. Retes, 162 SCRA 568 (1988). This expressly overruled the ruling in xEtcuban
v. CA, 148 SCRA 507 (1987), which allowed the giving of notice by the buyer to be effective
under Article 1623;
When notice is given by the proper party (i.e., the seller), no particular form of written notice is
prescribed under Article 1623, so that the furnishing of the copies of the deeds of sale to the co-
owner would be sufficient, as held previously in xDistrito v. CA, 197 SCRA 606 (1991); Conejero
v. CA, 16 SCRA 775 (1966); xBadillo v. Ferrer, 152 SCRA 407 (1987), but only on the form of
giving notice but not on the ruling of who is the proper party to give notice;
Affirmed ruling in xAlonzo v. IAC, 150 SCRA 259 (1987), that the filing of the suit for ejectment or
collection of rentals against a co-owner actually dispenses with the need for a written notice, and
must be construed as commencing the running of the period to exercise the right of redemption,
since the filing of the suit amounted to actual knowledge of the sale from which the 30-day
period of redemption commences to run.
a. Rare Exceptions:
When the sale to the buyer was effected through the co-owner who acted as the
broker, and never indicated that he would exercise his right to redeem. xDistrito v. CA, 197
SCRA 606 (1991).
When the buyers took possession of the property immediately after the execution of
the deed of sale in their favor and lived in the midst of the other co-owners who never
questioned the same. xPilapil v. CA, 250 SCRA 560 (1995).
4. OTHER LEGAL REDEMPTION RIGHTS
a. Redemption in Patents (Sec. 119, C.A. 141)
177
Garcia v. Calaliman, 17 SCRA 201 (1989); Mariano v. Court of Appeals, 222 SCRA 736 (1993).
- 45 -
Right to repurchase is granted by law and need not be provided for in the deed of sale.
xBerin v. Court of Appeals, 194 SCRA 508 (1991).
Under the free patent or homestead provisions of the Public Land Act a period of
five (5) years from the date of conveyance is provided, to be reckoned from the date of
the sale and not from the date of registration in the office of the Register of Deeds. xLee
178
Chuy Realty Corp. v. CA, 250 SCRA 596 (1995).
b. Redemption in Tax Sales (Sec. 215, NIRC of 1997)
c. Redemption by Judgment Debtor (Secs. 27-28, Rule 39, Rules of Civil Procedure)
Written notice must be given to the judgment debtor before the sale of the property on
execution, to give him the opportunity to prevent the sale by paying the judgment debt
sought to be enforced and the costs which have been incurred. xTorres v. Cabling, 275
SCRA 329 (1997).
Where there is a third-party claim, sheriff should demand from the judgment creditor
who becomes the highest bidder, payment in cash of his bid instead of merely crediting the
amount to the partial satisfaction of the judgment debt. xTorres v. Cabling, 275 SCRA 329
(1997).
Under Sec. 28, Rule 39 of the 1997 Rules of Civil Procedure, the period of redemption
shall be at any time within one (1) year from the date of registration of the certificate of
sale, so that the period is now to be understood as composed of 365 days, unlike the 360
days under the old provisions of the Rules of Court. xYsmael v. CA, 318 SCRA 215 (1999).
d. Redemption in Extrajudicial Foreclosure (Sec. 6, Act 3135)

The redemption of extra-judicially foreclosed properties is exercised within one (1) year
from the date of the auction sale as provided for in Act 3135. xLee Chuy Realty Corp. v. CA,
250 SCRA 596 (1995).
The execution of a dacion en pago by sellers effectively waives the redemption period
normally given a mortgagor. xFirst Global Realty and Dev. Corp. v. San Agustin, 377 SCRA
341 (2002).
e. Redemption in judicial foreclosure of mortgage (Sec. 47, R.A. 8791)

A stipulation to render the right to redeem defeasible by an option to buy on the part of
the creditor. Soriano v. Bautista, 6 SCRA 946 (1962).
No right to redeem from a judicial foreclosure sale, except those granted by banks or
banking institutions. xGSIS v. CFI, 175 SCRA 19 (1989).
The one-year redemption period in the case of foreclosure is not interrupted by the filing
of an action assailing the validity of the mortgage, so that at the expiration thereof, the
mortgagee who acquires the property at the foreclosure sale can proceed to have title
consolidated in his name and a writ of possession issued in his favor. xUnion Bank v. CAs,
179
359 SCRA 480 (2001).
After bank has foreclosed the property as highest bidder in the auction sale, the
accepted offer of spouses-borrowers to repurchase the property was actually a new option
contract, and the condition that the spouses-borrowers will pay monthly interest during the
one-year option period is considered to be the separate consideration to hold the option
contract valid. xDijamco v. Court of Appeals, 440 SCRA 190 (2004).
f. Redemption in Foreclosure by Rural Banks (R.A. No. 720)

If the land is mortgaged to a rural bank, mortgagor may redeem within two (2) years
from the date of foreclosure or from the registration of the sheriff's certificate of sale at such
foreclosure if the property is not covered or is covered, respectively, by Torrens title. If the
mortgagor fails to exercise such right, he or his heirs may still repurchase within five (5)
years from expiration of the two (2) year redemption period pursuant to Sec. 119 of the
180
Public Land Act (C.A. 141). xRural Bank of Davao City v. CA, 217 SCRA 554 (1993).
g. Legal Right to Redeem under Agrarian Reform Code

Under Section 12 of R.A. 3844, as amended, in the event that the landholding is sold to
a third person without the knowledge of the agricultural lessee, the latter is granted by law
the right to redeem it within 180 days from notice in writing and at a reasonable price and
181
consideration. xQuio v. CA, 291 SCRA 249 (1998).
178
Mata v. Court of Appeals, 318 SCRA 416 (1999).
179
Vaca v. CA, 234 SCRA 146 (1994).
180
Heirs of Felicidad Canque v. CA, 275 SCRA 741 (1997).
181
Springsun Management Systems Corp. v. Camerino, 449 SCRA 65 (2005).
- 46 -
XIV. ASSIGNMENT (Arts. 1624-1635)

1. Definition and Nature of Assignment
Assignment is the process of transferring the right of assignor to assignee who would
then have the right to proceed against the debtor. The assignment may be done gratuitously
or onerously, in the latter case, the assignment has an effect similar to that of a sale.
182
xLicaros v. Gatmaitan, 362 SCRA 548 (2001).
In its most general and comprehensive sense, an assignment is a transfer or making
over to another of the whole of any property, real or personal, in possession or in action, or
of any estate or right therein. It includes transfers of all kinds of property, and is peculiarly
applicable to intangible personal property and, accordingly, it is ordinarily employed to
describe the transfer of non-negotiable choses in action and of rights in or connected with
property as distinguished from the particular item or property. xPNB v. Court of Appeals,
272 SCRA 291 (1997).
2. Perfection by Mere Consent (Art. 1624)
3. But Must Be in Public Instrument to Affect Third Parties (Art. 1625).
4. Effects of Assignment
a. Assignment of Credit
An assignment of credit is an agreement by virtue of which the owner of a credit, known
as the assignor, by a legal cause, such as sale, dacion en pago, exchange or donation, and
without the consent of the debtor, transfers his credit and accessory rights to another, known
as the assignee, who acquires the power to enforce it to the same extent as the assignor
183
could enforce it against the debtor. xAquintey v. Tibong, 511 SCRA 414 (2006).
As a consequence, the third party steps into the shoes of the original creditor as
subrogee of the latter. Although constituting a novation, such assignment does not
extinguish the obligation under the credit assigned, even when the assignment is effected
without his consent. xSouth City Homes, Inc. V. BA Finance Corp., 371 SCRA 603 (2001).
b. Issues re Debtor (Art. 1626)
In an assignment of credit, the consent of the debtor is not essential for its perfection,
his knowledge thereof or lack of it affecting only the efficaciousness or inefficaciousness of
any payment he might make. xProject Builders, Inc. v. Court of Appeals, 358 SCRA 626
(2001).
Consent of debtor is not necessary in order that assignment may fully produce legal
effects, and the duty to pay does not depend on the consent of the debtor. Otherwise, all
creditors would be prevented from assigning their credits because of the possibility of the
debtors refusal to given consent. What the law requires in an assignment of credit is mere
notice to debtor, and the purpose of the notice is only to inform the debtor that from the date
of the assignment, payment should be made to the assignee and not to the original creditor.
184
xNIDC v. De los Angeles, 40 SCRA 489 (1971).
c. Accessories and Accessions (Art. 1627)

Assignment of a credit includes all the accessory rights, such as guaranty, mortgage,
pledge or preference. xUnited Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of
Appeals, 527 SCRA 336 (2007).
d. Tradition in Assignment
Notarization converts an Assignment of Credit, a private document, into a public
document, thus, complying with the mandate of Article 1625 of the Civil Code and making it
enforceable even as against third persons. xLedonio v. Capitol Dev. Corp., 526 SCRA 379
(2007).
5. Warranties of Assignor (Art. 1628)

Assignor warrants only the existence or legality of the credit but not the solvency of the
debtor. Nyco Sales Corp. v. BA Finance, 200 SCRA 637 (1991).
EXCEPTIONS: (a) If this is expressly warranted.
(b) If insolvency is known by the assignor prior to assignment.
182
Nyco Sales Corp. v. BA Finance Corp., 200 SCRA 637 (1991); Rodriguez v. CA, 207 SCRA 553 (1992); Project
Builders, Inc. v. Court of Appeals, 358 SCRA 626 (2001).
183
Lo v. KJS Eco-Formwork System Phil., Inc., 413 SCRA 182 (2003).
184
Sison & Sison v. Yap Tico, 37 Phil. 587 (1918); C & C Commercial Corp. v. PNB, 175 SCRA 1 (1989); Project
Builders, Inc. v. Court of Appeals, 358 SCRA 626 (2001); .Aquintey v. Tibong, 511 SCRA 414 (2006); Ledonio v. Capitol
Development Corp., 526 SCRA 379 (2007).
- 47 -
(c) If insolvency is prior to assignment is common knowledge.
When dacion en pago takes the form of an assignment of credit, it produces the effects of
a dation in payment, which may extinguishes the obligation; however, by virtue of the
warranty in Art. 1628, which makes the vendor liable for the existence and legality of the
credit at the time of sale, when it is shown that the assigned credit no longer existed at the
time of dation, then it behooves the assignor to make good its warranty and pay the
obligation. xLo v. KJS Eco-Formwork System Phil., Inc., 413 SCRA 182 (2003).
6. Right of Repurchase on Assignment of Credit under Litigation (Arts. 1634 and1635)
7. Subrogation versus Assignment of Credit (Art.1301)

Subrogation extinguishes the obligation and gives rise to a new one; assignment refers to
the same right which passes from one person to another. The nullity of an old obligation may
be cured by subrogation, such that a new obligation will be perfectly valid; but the nullity of an
obligation is not remedied by the assignment of the creditors right to another. In an
assignment of credit, the consent of the debtor is not necessary in order that the assignment
may fully produce legal effects; whereas, conventional subrogation requires an agreement
among the three parties concerned original creditor, debtor, and new creditor. It is a new
contractual relation based on the mutual agreement among all the necessary parties.
185
Licaros v. Gatmaitan, 362 SCRA 548 (2001).
8. Assignment of Copyright (Sec. 180, Intellectual Property Code)
9. Assignment as an Equitable Mortgage

When an assignor executes a Deed of Assignment covering her leasehold rights in order
to secure the payment of promissory notes covering the loan she obtained from the bank,
such assignment is equivalent to an equitable mortgage, and the non-payment of the loan
cannot authorize the assignee to register the assigned leasehold rights in its name as it would
be a violation of Art. 2088 against pactum commissorium. The proper remedy of the assignee
is to proceed to foreclose on the leasehold right assigned as security for the loan. xDBP v.
XV. BULK SALES LAW (ACT NO. 3952)

1. Scope (Chin v. Uy, 40 O.G. 4 Supp. 52)
The Bulk Sales Law must be construed strictly. Thus, the disposal by the owner of a
foundry shop of all his iron bars and others does not fall under the law, because the contents
of a foundry shop are not wares and merchandise. The Law only covers sales in bulk of
fixtures and equipment used in the mercantile business, which involves the buying and selling
of merchandise. xPeople v. Wong, [CA] 50 O.G. 4867 (1954).
The Law applies to merchants who are in the business of selling goods and wares and
similar merchandise, and cannot cover the sale of assets by a manufacturer since the nature
of his business does not partake of merchandise. DBP v. The Honorable Judge of the
RTC of Manila, 86 O.G. No. 6 1137 (05 February 1990).
2. Coverage of Bulk Sale Sale, transfer, mortgage or assignment of:

(a) Goods, wares, merchandise, provisions or material other than in the ordinary
course of business;
(b) All, or substantially all of all or substantially all of the fixtures and equipment
used in and about the business.
(c) All, or substantially all of the business or trade theretofore conducted by the
vendor, mortgagor, transferor, or assignor;
3. Compliance Requirements Under the Law

a. The merchant must give the buyer a certified schedule of his debts: names of creditors,
amounts owing to each and the nature of the debt.
b. Purchase price paid must be applied to these debts.
c. Ten (10) days before the sale, the seller must take an inventory of his stock and advise
all his creditors of the same.
EXCEPTION: When the seller obtains a written waiver from all creditors.
185
Ledonio v. Capitol Dev. Corp., 526 SCRA 379 (2007).
- 48 -
4. Effects of Non-Compliance
a. If purchase money or mortgage proceeds are not applied pro-rata to payment of the
bona fide claims of the creditors, the sale is deemed fraudulent and void. (Sec. 4)
b. Non-giving of the list of creditors or intentional omission of the names of some of the
creditors, and placing of wrong data required by law, would subject the seller or
mortgagor to penal sanctions. (Sec. 4)
c. Bulk transfer without consideration or for nominal consideration punishable. (Sec. 7)
d. Failure to comply with other provisions of the law the non-application of the
consideration proportionately to the creditors, the preparation of the inventory, and the
notification to creditors, are also made punishable. (Sec. 11)
A sale in bulk done without complying with the terms of the Law, makes the transaction
fraudulent and void, but does not change the basic relationship between the seller,
assignor/encumbrancer and his creditor. The portion of a judgment providing for subsidiary
liability is invalid, since the proper remedy of the creditor is to collect on the credit against the
defendant, and if they cannot pay to attach on the property fraudulently mortgage since the
same still pertain to the debtors-defendants. xPeople v. Mapoy, 73 Phil. 678 (1942).
XVI. RETAIL TRADE LIBERALIZATION ACT OF 2000 AND

RELATED PROVISIONS OF THE ANTI-DUMMY LAW
1. Public Policy under RTLA 2000: A reversal of paradigm; focus from the protecting the
retailers to promoting the interests of consumers.
2. Scope and Definition of Retail Trade
a. Importance of Retaile Trade (King v. Hernaez, 4 SCRA 792)
b. Elements: (1) Seller habitually engaged in selling;
(2) Selling direct to the general public; and
(3) Object of the sale is limited to merchandise, commodities or
goods for consumption.
c. Meaning of Habitually Selling

Engaging in the sale of merchandise as an incident to the primary purpose of a
corporation [e.g., operation of a pharmacy by a hospital; sale of cellphones by a
telecommunication company] does not constitute retail trade within the purview of the
Retail Trade Nationalization Law, as this is taken from the provision thereof excluding form
the term retail business the operation of a restaurant by a hotel-owner or -keeper since
the same does not constitute the act of habitually selling direct to the general public
merchandise, commodities or goods for consumption. SEC Opinion No. 11, series of 2002,
13 November 2002.
d. Meaning of Consumption (DOJ Opinion No. 325, series of 1945; IRR of Law).
The Law limits its application to the sale of items sold for domestic or household, or
properly called consumer goods; whereas, when the same items are sold to commercial
users, they would constitute non-consumer goods and not covered by the Law.
186
Balmaceda v. Union Carbide Philippines, Inc. 124 SCRA 893 (1983).
e. Meaning of General Public (DOJ Opinion No. 253, series of 1954).

Even when the same of consumer goods is limited only to the officers of the the
company, the same would still constitute retail trade covered by the Law. Goodyear Tire
v. Reyes, Sr., 123 SCRA 273 (1983).
Where the glass company manufactures glass products only on specific orders, it does
not sell directly to consumers but manufacturers its products only for the particular clients,
it cannot be said that it is a merchandiser. DBP v. Honorable Judge of the RTC of
Manila, 86 O.G. No. 6 1137 (05 February 1990).
3. Categories of Retail Trade Enterprises

a. Category A Exclusive to Filipino citizens and 100% Filipino entities
b. Categories B and C
c. Category D Luxury Items
186
Marsman & Co., Inc. v. First Coconut Central Co., Inc., 162 SCRA 206 (1988); B.F. Goodrich Philippines, Inc. v.
Reyes, Sr., 121 SCRA 363 (1983).
- 49 -
d. Exempted Areas
e. Rights Granted to Former Natural-Born Filipinos
4. Foreign Investment or Engage in Retail Trade in the Philippines

a. Requirements for Foreign Investors
b. Grandfather Rule on 100% Filipino Ownership of Corporate Entity: SEC Opinions,
dated 20 March 1972 and 22 April 1983; DTI Opinion to Tanada, Teehankee &
Carreon Law Office, dated 3 August 1959.
c. Public Offerings of Shares of Stock
5. Foreign Retailers in the Philippines

a. Pre-qualification requirements
b. Rules on Branches/Stores
c. Promotion of Locally-Manufactured Products
d. Prohibited Activities of Foreign Retailers
e. Binding Effect of License to Engage in Retail on Private Parties
When a license to engage in cocktail lounge and restaurant is issued to a Filipino
citizen, it is conclusive evidence of the latter's ownership of the retail business as far as
private parties are concerned. xDando v. Fraser, 227 SCRA 126 (1993).
6. Penalty Provisions
7. Applicability of the Anti-Dummy Act (Comm. Act. 108, as amended by P.D. 715)
a. Law penalizes Filipinos who permit aliens to use them as nominees or dummies to enjoy
privileges reserved for Filipinos or Filipino corporations. Criminal sanctions are
imposed on the president, manager, board member or persons in charge of the
violating entity and causing the latter to forfeit its privileges, rights and franchises.
b. Section 2-A of the Law prohibits aliens from intervening in the management, operation,
administration or control of nationalized business, whether as officers, employees or
laborers, with or without remuneration. Aliens may not take part in technical aspects,
provided no Filipino can do such technical work, and with express authority from the
President of the Philippines.
c. Later, Pres. Decree 715 was enacted amending the law by the addition of a proviso
expressly allowing the election of aliens as members of the boards of directors or the
governing bodies of corporations or associations engaged in partially nationalized
activities in proportion to their allowable participation or share in the capital of such
entities.
The amendment was meant to settle the uncertainty created in the obiter opinion in
Luzon Stevedoring Corp. v. Anti-Dummy Board, 46 SCRA 474 (1972), which rejected
the argument of a public utility corporation that had no-American aliens in its employ,
that the Anti-Dummy Law covered only employment in wholly nationalized businesses
and not in those that are only partly nationalized.
The Filipino common-law wife of a Chinese national is not barred from engaging in the
retail business provided she uses capital exclusively derived from her paraphernal
properties; allowing her common-law Chinese husband to take part in management of the
retail business would be a violation of the law. xTalan v. People, 169 SCRA 586 (1989).
oOo
UPDATED: 02 JUNE 2009; 571 SCRA

Law On Sales

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Law On Sales

Uploaded by

Copyright:

Available Formats

ATENEO DE MANILA LAW SCHOOL

LAW ON SALES OUTLINE 1

I. THE NATURE OF SALE

2. Stages of Contract of Sale

3. Sale Creates Real Obligations To Give (Art. 1165)

4. Essential Characteristics of Sale:

a. Nominate and Principal

b. Consensual (Art. 1475)

c. Bilateral and Reciprocal (Arts. 1169 and 1191)

d. Onerous (Gaite v. Fonacier, 2 SCRA 830 [1961]).

e. Commutative (BUT SEE: Arts. 1355 and 1470)

f. Sale Is Title and Not Mode

B. SALE DISTINGUISHED FROM SIMILAR CONTRACTS

1. Donation (Arts. 725 and 1471)

2. Barter (Arts. 1468, 1638 to 1641)

3. Contract for Piece-of-Work (Arts. 1467, 1713 to 1715)

4. Agency to Sell (Art. 1466)

6. Lease (Arts. 1484 and 1485)

II. PARTIES TO A CONTRACT OF SALE (Arts. 1489-1492)

a. Necessaries (Arts. 1489 and 290)

3. Sales By and Between Spouses:

4. Others Relatively Disqualified (Arts. 1491 and 1492)

a. Guardians, Agents and Administrators

III. SUBJECT MATTER OF SALE (Arts. 1459 to 1465)

1. Must Be Existing, Future or Contingent (Arts. 1347, 1348, and 1462)

a. Emptio Rei Speratae (Arts. 1461 and 1347)

b. Emptio Spei (Art. 1461)

c. Subject to Resolutory Condition (Art. 1465)

2. Must Be Licit (Arts. 1347, 1459 and 1575)

3. Must Be Determinate or At Least Determinable (Art. 1460)

IV. PRICE AND OTHER CONSIDERATION (Arts. 1469-1474)

1. Price Must Be Real (Art. 1471)

b. When Price is False (Arts. 1353 and 1354)

2. Must Be in Money or Its Equivalent (Arts. 1458 and 1468)

3. Must Be Certain or Ascertainable at Perfection (Art. 1469)

a. How Price Determined to Be Ascertainable

c. Effects of Unascertainability: Sale is inefficacious.

4. Manner of Payment of Price ESSENTIAL

V. FORMATION OF CONTRACT OF SALE (Arts. 1475-1488)

a. Meaning of Separate Consideration (Arts. 1479 and 1324)

b. No Separate Consideration: Void as Option, Valid as a Certain Offer Sanchez v.

d. Proper Exercise of Option Contract. Nietes v. CA, 46 SCRA 654 (1972).

2. Right of First Refusal

B. PERFECTION STAGE (Arts. 1475, 1319, 1325 and 1326)

1. Absolute Acceptance of a Certain Offer (Art. 1475)

2. When Deviation Allowed: Villonco v. Bormaheco, 65 SCRA 352 (1975).

4. Earnest Money (Art. 1482)

C. FORMAL REQUIREMENTS OF SALES (Arts. 1357, 1358, 1406 and 1483)

a. Other Rulings on Deeds of Sale:

b. Value of Business Forms to Prove Sale:

2. WHEN FORM IMPORTANT IN SALE

(5) Rulings on Receipts and Other Documentary Evidence of Sale

XD. SIMULATED SALES

1. Badges and Non-badges of Simulation:

2. When Motive Nullifies the Sale

3. Remedies Allowed When Sale Simulated

4. Effect When Sale Declared Void:

VI. CONSUMMATION (Arts. 1493-1506) AND

b. General Doctrines on Tradition, Whether Actual or Constructive:

c. Physical Delivery (Art. 1497)

d. Constructive Delivery: EXECUTION OF A PUBLIC INSTRUMENT (Art. 1498)

(ii) As to Immovables (Art. 1498)

(iii) As to Incorporeal Property (Arts. 1498 and 1501).