Abalos vs Macatangay Jr.

(REMOROZA) Facts: Spouses Arturo and Esther Abalos are registered owners o a parcel o land in Ma!ati "ity. On June #$ %&''$ ar(ed with purportedly Special )ower o Attorney (S)A) issued by his wi e$ Arturo e*ecuted a Receipt and Me(orandu( o Agree(ent (RMOA) in avor o the respondent binding hi(sel to sell the sub+ect property to the latter and not to o er the sa(e to other party within ,- days ro( date. Arturo ac!nowledged the receipt o ).$---$ which will be deducted ro( the total agreed price o the sub+ect property a(ounting to )%$,--$---. See(ingly$ a (arital s/uabble was brewing between the spouses. Esther e*ecuted a S)A appointing her sister to act in her behal in connection the trans er o the property to the respondent. On 0ove(ber %1$ %&'&$ respondent sent a letter to the spouses in or(ing the latter o his willingness to pay the agreed purchase price and therea ter. On that very sa(e day$ Esther e*ecuted a "ontract to Sell to the e*tent o her con+ugal interest and obligated hersel to surrender the possession o the property and to e*ecute a deed o absolute sale upon ull pay(ent. Respondent sent a letter dated 2ece(ber 3$ %&'& in or(ing the spouses that he had already prepared a chec! to cover the re(aining unpaid balance o the purchase price and reiterated his de(and to the latter to ul ill their obligation. 4owever$ the spouses ailed o deliver the land causing the respondent to ile a co(plaint or speci ic per or(ance. The RTC dis(issed the case and ruled that the S)A ostensibly issued by Esther in avor o her husband was void$ as it was alsi ied. 5hus$ the latter has no authority to sell the property. CA Reversed the ruling and said that the S)A in avor o Arturo$ assu(ing that it was void$ cannot a ect the transaction between Ester and respondent. 6t was by virtue o the S)A e*ecuted by Esther appointing her sister in her behal which binds Esther to sell the property to the respondent. Issue: 7O0 there was a per ected contract o sale e*ecuted between the petitioner and respondent. Held: No. "ontracts$ in general$ re/uire the presence o three essential ele(ents8 (%) consent o the contracting parties9 (#) ob+ect certain which is the sub+ect (atter o the contract9 and (,) cause o the obligation which is established. 5he nullity o the RMOA as a contract o sale e(anates not only ro( lac! o Esther:s consent thereto but also ro( want o consideration and absence o respondent:s signature thereon. 5he congruence o the wills o the spouses is essential or the valid disposition o con+ugal property. 7here the conveyance is contained in the sa(e docu(ent which bears the con or(ity o both husband and wi e$ there could be no /uestion on the validity o the transaction. ;ut when there are # docu(ents on which the signatures o the spouses separately appear$ te*tual concordance o the docu(ents is indispensable. 4ence$ in this case where the wi e:s putative consent to the sale o con+ugal property appears in a separate docu(ent which does not$ however$ contain the sa(e ter(s and conditions as in the irst docu(ent signed by the husband$ a valid transaction could not have arisen. 5he interest o each spouse is li(ited to the net re(ainder or <re(anente li/uido< (haber ganancial) resulting ro( the li/uidation o the a airs o the partnership a ter its dissolution. 5hus$ the right o the husband or wi e to one=hal o the con+ugal assets does not vest until the dissolution and li/uidation o the con+ugal partnership$ or a ter dissolution o the (arriage. Signi icantly$ the >a(ily "ode provides that the ad(inistration o the con+ugal partnership is now a +oint underta!ing o the husband and the wi e. In the event that one spouse is incapacitated or otherwise unable to participate in the administration of the conjugal partnership, the other spouse may assume sole powers of administration. 4owever$ the power of administration does not include the power to dispose or encumber property belonging to the con+ugal partnership. 6n all

instances$ law re/uires the written consent o the other spouse$ or authority o the court or the disposition or encu(brance o con+ugal partnership property without which$ the disposition or encu(brance shall be void. 6n a contract o sale$ the seller (ust consent to trans er the ownership in e*change or the price$ the sub+ect (atter (ust be deter(inate$ and the price (ust be certain in (oney or its e/uivalent. 6n this case$ there was no contract o sale rather a per ected contract o option was entered into by Arturo and respondent. An option (erely grants a privilege to buy or sell within the agreed ti(e and purchase price. ARN !T and "#TI"N $"N % A perfected contract of option does not result in the per ection o the sale. It is onl& when the option is e'ercised ma& a sale be perfected. The #()*** paid b& respondent is viewed not as earnest (oney but (erely an option mone&. RMOA signi ies a unilateral o er o Arturo to sell the property to respondent and does not i(pose the respondent an obligation to buy the said property$ as in act$ the agree(ent does not even bear the respondent?s signature. >urther$ it is crystal clear that the intent o Arturo was to only to grant the respondent a privilege to buy the property within the speci ied period. 5here is nothing in the RMOA which indicates that Arturo agreed to trans er the ownership o the land which is an essential ele(ent in the contract o sale.