GAITE vs FONACIER | G.R. No.

L-11827
FACTS
Fonacier, owner of mining claims, constituted Gaite as his attorney-in-fact. Gaite was authorized to enter into a contract with other
persons with respect to the mining claims.
Gaite then entered into a contract with Larap Iron Mines, a company Gaite solely owned, to develop the mining claims. Later, Fonacier
abruptly decided to revoke Gaites authority as attorney-in-fact.

Afterwards, Gaite sold the developments his company made in the mining claims areas and the ore already mined for a sum of money
to Fonacier. Fonacier secured the sale with a surety company. Part of the money was paid upon sale while the other part was payable
out of the first loan of credit covering the first shipment of iron ore and the first amount derived from the local sale of the iron ore.

After the surety expired, Gaite demanded payment of the remainder of the purchase price but Fonacier refused arguing no sale of iron
ore had yet taken place.

ISSUE
WHETHER OR NOT THE SELLING OF THE IRON ORES IS A SUSPENSIVE CONDITION FOR PAYING GAITE

HELD: NO.
The sale isnt a suspensive condition but is only a suspensive period or term. This interpretation is supported by:
1. The contract expresses no contingency in the buyers obligation to pay. The contract
recognizes the existence of an obligation to pay and only the maturity is deferred

2. Gaite never desired or assumed to run the risk of losing his right over the ore without getting paid for it as shown by his insistence on
a surety

3. Treating the condition as a suspensive condition would leave payment at the debtors
discretion because the ore will be sold only when the debtor wants it to be sold.
4. In onerous contracts the rules of interpretation favor the greater reciprocity of interest and because sale is onerous this rule applies.
Greater reciprocity is obtained if the buyers
obligation to pay is deemed existing compared to such obligation non-existing until the ore was sold.

Ainza vs Padua
June 30, 2005, 462 scra 614
Meeting of the Minds in a Contract of Sale
This is a case involving family members. In April 1987, Ainza and her daughter Eugenia orally agreed that Ainza pay P100k in
exchange for half of the portion of Eugenias undivided conjugal property (a lot located in QC). No Deed of Absolute Sale was
executed. There was physical delivery of the land through Concepcions other daughter (Natividad) acting as atty-in-fact. Concepcion
thereafter allowed Natividad and her husband occupy the purchased portion of the land.
In 1994, Antonio caused the division of the lot into three (two were occupied by the spouses), necessarily displacing Natividad. He also
had each subdivision titled. Antonio requested Natividad to vacate the premises. Antonio averred that his wife only admitted of selling
1/3 of the property to Concepcion for which a receipt was issued signed by Concepcion. The RTC ruled in favor of Concepcion. The CA
reversed the RTC ruling. CA explained that the property is conjugal hence the sale should have been with Antonios consent.
ISSUE: Whether or not the contract of sale between Ainza and Eugenia is valid.
HELD: Yes it is valid until annulled (voidable). There was a perfected contract of sale between Eugenia and Concepcion. The records
show that Eugenia offered to sell a portion of the property to Concepcion, who accepted the offer and agreed to pay P100,000.00 as
consideration. The contract of sale was consummated when both parties fully complied with their respective obligations. Eugenia
delivered the property to Concepcion, who in turn, paid Eugenia the price of P100,000.00, as evidenced by the receipt. Since the land
was undivided when it was sold, Concepcion is entitled to have half of it.
Antonio cannot, however, attack the validity of the sale b/n his wife and his mom-in-law, either under the Family Code or the Old Civil
Code due to prescription. The sale came to his knowledge in 1987. He only filed the case in 1999. His right prescribed in 1993 (under
the FC [5 years]) and 1997 (under OCC [10 years]).

Portic vs Cristobal
456 SCRA 577 Civil Law Law on Sales Contract to Sell vs Contract of Sale
In 1968, spouses Ricardo and Ferma Portic acquired a parcel of land with a 3 door apartment from spouses Alcantara even though
theyre aware that the land was mortgaged to the SSS. Portic defaulted in paying SSS. The Portics then executed a contract with
Anastacia Cristobal and the latter agreed to buy the said property for P200k. Cristobals down payment was P45k and she also agreed
to pay SSS. The contract between them states:
That while the balance of P155,000.00 has not yet been fully paid the FIRST PARTY OWNERS shall retain the ownership of the above
described parcel of land together with its improvements but the SECOND PARTY BUYER shall have the right to collect the monthly
rentals due on the first door (13-A) of the said apartment; (payment is due 22 May 1985, if Cristobal will not be able to pay Portic will
reimburse)
A transfer certificate was executed in favor of Cristobal. Cristobal was not able to pay on the due date. A suit ensued to lift the cloud on
the title.
ISSUE: Who is the rightful owner of the parcel of land?
HELD: The Portics insofar as there was no contract of sale. What transpired between the parties was a contract to sell. The provision
of the contract characterizes the agreement between the parties as a contract to sell, not a contract of sale. Ownership is retained by
the vendors, the Portics; it will not be passed to the vendee, the Cristobals, until the full payment of the purchase price. Such payment
is a positive suspensive condition, and failure to comply with it is not a breach of obligation; it is merely an event that prevents the
effectivity of the obligation of the vendor to convey the title. In short, until the full price is paid, the vendor retains ownership.
The mere issuance of the Certificate of Title in favor of Cristobal did not vest ownership in her. Neither did it validate the alleged
absolute purchase of the lot. Registration does not vest, but merely serves as evidence of, title. Our land registration laws do not give
the holders any better title than that which they actually have prior to registration.
Under Article 1544 of the Civil Code, mere registration is not enough to acquire a new title. Good faith must concur. Clearly, Cristobal
has not yet fully paid the purchase price. Hence, as long as it remains unpaid, she cannot feign good faith. She is also precluded from
asserting ownership against the Portics. The CAs finding that she had a valid title to the property must be set aside.

Ursal vs Ca

473 SCRA 52 Civil Law Law on Sales Contract to Sell vs Contract of Sale
In January 1985, Winifreda Ursal and spouses Jesus and Cristita Moneset entered into a Contract to Sell Lot & House. The amount
agreed upon was P130,000.00. Ursal is to pay P50k as down payment and will continue to pay P3k monthly starting the next month
until the balance is paid off. After 6 months, Ursal stopped paying the Monesets for the latter failed to give her the transfer of certificate
title.
In November 1985, the Monesets executed an absolute deed of sale with one Dr. Canora. In September 1986, the Monesets
mortgaged the same property to the Rural Bank of Larena for P100k. The Monesets failed to pay the P100k hence the bank filed for
foreclosure.
Trial ensued and the RTC ruled in favor of Ursal. The trial court ruled that there was fraud on the part of the Monesets for executing
multiple sales contracts. That the bank is not liable for fraud but preference to redeem should be given to Ursal. The Monesets are
ordered to reimburse Ursal plus to pay damages and fees. Ursal was not satisfied as she believed that the bank was also at fault.
ISSUE: Whether or not the Contract to Sell vested ownership in Ursal.
HELD: No. There should be no special preference granted to Ursal in redeeming the property. What she had with the Monesets was
contract to sell in which case ownership was not transferred to her due the suspensive condition of full payment. Further, the property
was sold to other properties already.
A contract to sell is 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 price.
In such contract, the prospective seller expressly reserves the transfer of title to the prospective buyer, until the happening of an event,
which in this case is the full payment of the purchase price. What the seller agrees or obligates himself to do is to fulfill his promise to
sell the subject property when the entire amount of the purchase price is delivered to him. Stated differently, the full payment of the
purchase price partakes of a suspensive condition, the non-fulfillment of which prevents the obligation to sell from arising and thus,
ownership is retained by the prospective seller without further remedies by the prospective buyer.
Since the contract in this case is a contract to sell, the ownership of the property remained with the Monesets even after petitioner has
paid the down payment and took possession of the property.