15,7,19 15. A. ADDISON V MARCIANA FELIX and BALBINO TIOCO FISHER, J.: Facts: 1.

Through a public instrument, the plaintiff sold to defendant Marciana Felix, with the consent of her husband, the defendant Balbino Tioco, four parcels of land. 2. The defendant Marciana paid, at the time of the execution of the deed. (P3, 000 on the account of the purchase price and bound herself to pay the remainder in installments. First, 2,000.00 and; The second is 5,000.00 thirty days after the issuance of a certificate of title under the LRA. Within ten years from the date of such title 10 php for each coconut tree in bearing and 5 php for each tree not in bearing With a condition that the total price should not exceed P85,000. That the purchaser was to deliver to the vendor 25 per centum of the value of the products she might obtain from the four parcels from the moment she takes possession of them until the Torrens certificate of Title be issued in her favor. Within one year from the date of the certificate of the title in favor of Marciana, the latter may rescind the contract of purchase and sale, in which case Marciana shall be obligated to return to me the net value of all the products of the 4 parcels sold and Addison shall be obliged to return all the suns that Marciana may have paid together with 10 percent per annum. 3. Addison filed suit to compel Marciana to make payment of the first installment of 2,000 and other interest. 4. The respondents answered by way of special defense that the plaintiff absolutely failed to deliver to the defendant the lands that were the subject matter of the sale, although the demands were made. Asked that Marciana be absolved from the complaint, after the declaration of the rescission. 5. Evidence: the plaintiff , went to Lucena, accompanied by a representative of the latter, for the purpose of designating and delivering the lands sold. The plaintiff was able to designate and delivered only 2 parcels of land and the 2/3s of these two were found to be in possession of one Villafuerta. 6. TRIAL COURT: ruled in favor of the defendant. The contract of sale to be rescinded. ISSUE: Whether or not the contract is rescinded because there was no delivery of the land?

15,7,19 HELD: Yes. The contract is to be rescinded because there was no delivery. RATIONALE: The record shows that the plaintiff did not deliver the thing sold. With respect to two parcels of land, he was not even able to show them to the purchaser, and as regards the other two, more than 2/3s was in hostile and adverse possession of a third person. The Code imposes upon the vendor the obligation to deliver the thing sold. The thing is considered to be delivered when it is placed "in the hands and possession of the vendee." It is true that the same article declares that the execution of a public instruments is equivalent to the delivery of the thing which is the object of the contract, but, in order that this symbolic delivery may produce the effect of tradition, it is necessary that the vendor shall have had such control over the thing sold that, at the moment of the sale, its material delivery could have been made. It is not enough to confer upon the purchaser the ownership and the right of possession. The thing sold must be placed in his control. When there is no impediment whatever to prevent the thing sold passing into the tenancy of the purchaser by the sole will of the vendor, symbolic delivery through the execution of a public instrument is sufficient. The execution of a public instrument is sufficient for the purposes of the abandonment made by the vendor; but it is not always sufficient to permit of the apprehension of the thing by the purchaser. It is evident, then, in the case at bar, that the mere execution of the instrument was not a fulfillment of the vendors' obligation to deliver the thing sold, and that from such non-fulfillment arises the purchaser's right to demand, as she has demanded, the rescission of the sale and the return of the price. 7. Lichauco v Berenguer VENDOR AND PURCHASER; PREFERENCE IN CASE OF DOUBLE SALE; POSSESSION BY VENDOR. In 1882 B sold to S a piece of land. After the sale B continued in the possession of the land in the capacity of lessee of S through payment of rent, and continued as such until his death when he was substituted by the administrator of his property. In 1889 B sold again the same piece of land to L who leased it to B himself under certain conditions. Both sales were executed in a public instrument, the one executed in favor of L being registered only in 1907. Thus, S and L acquired possession of the land through the same vendor upon the latters ceasing to be the owner and becoming the lessee of said S and L, respectively, Held: (1) That, with reference to the time prior to 1907, the preference

15,7,19 should be in favor of the purchaser who first took possession of the land, because this possession, according to the law in force prior to the promulgation of the Civil Code, constituted the consummation of the contract, and also because afterwards the Civil Code expressly establishes that possession in such cases transfers the ownership of the thing sold. (2) That, when a person buys a piece of land and, instead of taking possession of it, leases it to the vendor, possession by the latter after the sale is possession by the vendee, and such possession, in case of a double sale, determines the preference in favor of the one who first took possession of it, in the absence of inscription, in accordance with the provisions of Article 1473 of the Civil Code, notwithstanding the material and personal possession by the second vendee. (Bautista v. Sioson, 39 Phil. Rep., 615.) 2. ID.; ID.; ID. Because L had to receive his possession from B who was a mere lessee of S and such had no possession to give, inasmuch as his possession was not for himself but in representation of S, it follows that L never possessed the land. 3. ID.; ID.; INSCRIPTION OF LAST SALE; EFFECT WHEN MADE ONLY AFTER EXPIRATION OF PERIOD OF PRESCRIPTION IN FAVOR OF FIRST VENDEE. The effect which the law gives to the inscription of a sale against the efficacy of the sale which was not registered is not extended to the other vendee was able to acquire independently as, in this case, the title by prescription. 4. PAYMENT; BURDEN OF PROOF; PRESUMPTION. When it does not appear that payment has been made, which fact should be proved by him who obliged to make such payment, it is presumed that such payment has not been made. Facts: 1. 1882, By a public instrument, Macario Berenguer sold to Cristino Singian with the right of purchase for an indefinite time the land with the right of repurchase for an indefinite time the land in question which is described as parcel one in the complaint. 2. 1889, By means of another public instrument, Macarion sold the same land to Cornelia Lauchangco with the right of repurchase for the term of 2 years. Macario would take the land under lease, paying an annual rent, either in cash or in sugar at the option of Cornelia Lauchangco. All the fruits of the land would be stored in Cornelias sugar packing house and the proceeds would be applied to the payment of the price of the repurchase. 3. Later on, by virtue of public instrument, Macario sold again the land in question with pacto de retro to Cristina Singian, in a representation of Anselmo Singian, at a higher price but the amount paid on account of the sale of 1882 was considered part of the price. The contracts does not express the period of redemption.

15,7,19 4. Anselmo Singian sold in an absolute sale the same land to Macario Berenguer. It was stipulated that the price of this sale should be paid within 8 years, if not completed the ownership should revert to Anselmo Singian. 5. PLAINTIFFS PRAYER That the sale of the land to Cornelia be declared absolute or that the defendant be obliged to pay to the plaintiffs the sum of 3,000 the price of the repurchase with legal interest. 6. DEFENDANTS CONTENTION That the (Jose Berenguer) he be absolved from the complaint and that the plaintiff execute in his favor the document of repurchase of the land. Defendant ( Anselmo Sinigian) prays that the sale of the land in favor of Cornelio be declared null and void and that he be declared as the absolute owner of the land. 7. TRIAL COURT ruled in favor off the defendants. 8. From what has been said, it appears that the land in question had been twice sold by Macario Berenguer: the first sale was made in 1882 in favor of Cristino Singian and the second, in 1889, in favor of Cornelia Lauchangco, predecessor in interest of the plaintiffs ISSUE: Which sale is to be preferred? RATIONALE: Neither of the 2 took possession of the land but Cristino Singian should be preferred owner (prior date) HELD: Both were executed by means of public instruments. Considering the facts in connection with the time prior to 1907, it follows that, since neither of these instruments was inscribed, the preference should be in favor of the purchaser who took possession of the land, inasmuch as this possession, according to the law in force prior to the promulgation of the Civil Code, constituted the consummation of the contract, and also inasmuch as the Civil Code (Article 1478) expressly provides that possession in such cases transfers the ownership of the thing sold. RATIONALE: The trial court accepted the fact that the defendant Anselmo Singian, by himself and through a representative, took possession of the land since its sale in 1882 and has been continuing in this possession up to the present time. There is evidence in the records which establishes this conclusion, and there is no proof to the contrary. It thus appears that both Cristino Singian and Cornelia Lauchangco in like manner took possession of the land through the same vendor, when the latter on ceasing to be the owner became the lessee of each of the former respectively. This court has held that when a person buys a piece of land and, instead of taking possession of it, gives it under a lease to the vendor, possession thereof by the latter after the sale is

15,7,19 possession by the vendee, and such possession, in case of a double sale, determines the preference in favor of the one who first took possession of it, in the absence of inscription, in accordance with the provision of Article 1473 of the Civil Code and notwithstanding the material and personal possession by the second vendee. (Bautista v. Sioson, p. 615, ante.) This doctrine is with greater reason applicable to this case in that the possession by the second vendee, granting that he had it, was under the same conditions as that of the first vendee. Therefore, in determining the preference between both sales by reason of the priority of possession, supposing that both vendees had such possession in the same manner as we have indicated, the decision must necessarily be in favor of the sale to Cristino Singian who first enjoyed such possession. But we can still say that Cornelia Lauchangco never had in the manner indicated the possession of the land. She had to derive this possession from Macario Berenguer. It is true that it is stipulated in the sale to her that Berenguer would cease to be the owner and would be her lessee, but there is lack of juridical reality to suppose that this was equivalent to a delivery of possession, because on that date Berenguer had no possession which he could transfer, inasmuch as he was then a mere lessee of the former vendee, Cristino Singian, and therefore his possession was not for himself but in representation of the latter. At all events, if it be interpreted that, in case of a double sale and in the absence of inscription, the preference between both can not be determined, according to Article 1473 of the Civil Code, by the possession which the stipulation implies that vendor ceases to become owner and becomes the lessee of the vendee, it follows that, for the purposes of this article, neither Cristino Singian nor Cornelia Lauchangco took possession of the land. Under this supposition the preference between both sales shall also have to be decided in favor of that made to Cristino Singian, because it is of a prior date. (Art. 1473, Civil Code.) 19. Power Commercial and Industrial Corporation v Court of Appeals Facts: 1. Petitioner Power Commercial, an industrial asbestos manufacturer, needed a bigger office space and warehouse for its products. 2. It entered into a contract of sale with spouses Reynaldo and Angelita Quiambao (respondents). 3. The petitioner would pay private respondents P108,000.00 as down payment, and the balance of P295,000 upon the execution of the deed of transfer of the title over the property. 4. Petitioner assumed, as part of the purchase price, the existing mortgage on the land. He paid Php. 79, 145. 77 to Respondent PNB

15,7,19 5. Respondent Spouses mortgage again the said land to PNB to guarantee a loan of P 145, 000, P80,000 of which was paid to respondent spouses. Petitioner agreed to assume payment of the loan. 6. The parties executed a Deed of Absolute Sale with Assumption of Mortgage. 7. Mrs. C.D. Constantino, then General Manager of the corporation submitted to PNB said deed with a formal application for assumption of mortgage. 8. PNB informed respondent spouses that, for the petitioners failure to submit the papers necessary for approval pursuant to the formers letter, the application for assumption of mortgage was considered withdrawn and that the outstanding balance was deemed fully due and demandable. 9. Petitioner paid P41, 880.45 and P20, 283. 14 payments which were to be applied to the outstanding loan. 10. Petitioner filed a civil case against the respondent spouses for rescission and damages. The petitioner demanded the return the payments it made on the ground that its assumption of mortgage was never approved. While the case was pending, the mortgage was foreclosed. Asserts that the legal fiction of symbolic delivery was impossible due to the presence of occupants on the lot sold. 11. The property was subsequently bought by PNB during the public auction. 12. TRIAL COURT ruled that the failure of respondent spouses to deliver actual possession to petitioner entitled the latter to rescind the sale. PNB was obliged to return the payments made by the latter. ISSUES: 1. Whether there was a substantial breach of the contract between the parties warranting rescission? No. Devoid of Merit 2. Whether there was a mistake in payment made by petitioner, obligating PNB to return such payments? No. Devoid of Merit RATIONALE: (1) The alleged failure of respondent spouses to eject the less ees from the lot in question and to deliver actual and physical possession thereof cannot be considered a substantial breach of a condition for two reasons: first, such failure was not stipulated as a condition -whether resolutory or suspensive -- in the contract; and second, its effects and consequences were not specified either. Effective Symbolic Delivery The court disagrees with petitioners allegation that the respondent spouses failed to deliver the lot sold. Petitioner asserts that the legal fiction of symbolic delivery yielded to the truth that, at the execution of the deed of sale, transfer of

15,7,19 possession of said lot was impossible due to the presence of occupants on the lot sold. We find this misleading. Although most authorities consider transfer of ownership as the primary purpose of sale, delivery remains an indispensable requisite, as our law does not admit the doctrine of transfer of property by mere consent. Delivery can either be actual or constructive. Symbolic delivery is specie of a constructive delivery, effects the transfer of ownership through the execution of the public document. The key word is control and not possession of the land. In order that symbolic delivery may produce: it is necessary that the vendor shall have had such control over the thing sold that xxx its material delivery could have been made. It is not enough to confer upon the purchaser the ownership and the right of possession. The thing sold must be placed in his control. When there is no impediment whatever to prevent the thing sold passing into the tenancy of the purchaser by the sole will of the vendor, symbolic delivery through the execution of a public instrument is sufficient. Considering that the deed of sale between the parties did not stipulate or infer otherwise, delivery was effected through the execution of said deed. The lot sold had been placed under the control of petitioner; thus, the filing of the ejectment suit was subsequently done. It signified that its new owner intended to obtain for itself and to terminate said occupants actual possession thereof. Prior physical delivery or possession is not legally required and the execution of the deed of sale is deemed equivalent to delivery. This deed operates as a formal or symbolic delivery of the property sold and authorizes the buyer to use the document as proof of ownership. Nothing more is required. We note, however, that petitioners deprivation of ownership and control finally occurred when it failed and/or discontinued paying the amortizations on the mortgage, causing the lot to be foreclosed and sold at public auction. But this deprivation is due to petitioners fault, and not to any act attributable to the vendor-spouses. Because petitioner failed to impugn its integrity, the contract is presumed, under the law, to be valid and subsisting Solutio Indebiti Cannot Not Be Applied Contrary to the contention of petitioner that a return of the payments it made to PNB is warranted under Article 2154 of the Code, solutio indebiti does not apply in this case. This doctrine applies where: (1) a payment is made when there exists no binding relation between the payor, who has no duty to pay, and the person who

15,7,19 received the payment, and (2) the payment is made through mistake, and not through liberality or some other cause.[27] In this case, petitioner was under obligation to pay the amortizations on the mortgage under the contract of sale and the deed of real estate mortgage. Under the deed of sale (Exh. 2),[28] both parties agreed to abide by any and all the requirements of PNB in connection with the real estate mortgage. Petitioner was aware that the deed of mortgage (Exh. C) made it solidarily and, therefore, primarily[29] liable for the mortgage obligation:[30] Therefore, it cannot be said that it did not have a duty to pay to PNB the amortization on the mortgage. Also, petitioner insists that its payment of the amortization was a mistake because PNB disapproved its assumption of mortgage after it failed to submit the necessary papers for the approval of such assumption. But even if petitioner was a third party in regard to the mortgage of the land purchased, the payment of the loan by petitioner was a condition clearly imposed by the contract of sale. This fact alone disproves petitioners insistence that there was a mistake in payment. On the contrary, such payments were necessary to protect its interest as a the buyer(s) and new owner(s) of the lot. The quasi-contract of solutio indebiti is one of the concrete manifestations of the ancient principle that no one shall enrich himself unjustly at the expense of another.[31]But as shown earlier, the payment of the mortgage was an obligation petitioner assumed under the contract of sale. There is no unjust enrichment where the transaction, as in this case, is quid pro quo, value for value.