Spouses Serrano and Herrera vs Cagulat

Facts
Spouses Serrano agreed to sell in favour of respondent Caguiat a parcel of land at P 1,500.00 per
square meter. Caguiat partially paid petitioners P 1oo, ooo.oo as evidenced by a receipt issued by
petitioners indicating therein respondents promise to pay the remaining balance. Respondent,
after making known his readiness to pay the balance, requested from petitioners the preparation
of the necessary deed of sale. When petitioners cancelled the transaction and intended to return
to Caguiat his partial payment, respondent filed a complaint for specific performance and
damages. The trial court relying on Article 1482 of the Civil Code ruled that the payment of P
100, ooo.oo being an earnest money signified the perfection of the contract. CA denied
petitioners motion and affirmed lower courts decision.
.
Issue
Whether or not the partial payment constitutes an earnest money as manifested in Article 1482 of
the Civil Code

Held
No .Article 1482 applies only to earnest money given in a contract of sale. It was apparent that
the earnest money in the case at bar was given in lieu of a contract to sell. Unlike in a contract of
sale, the ownership of the parcel of land was retained by the Spouses Serrano and shall only
be passed to Caguiat upon full payment of the purchase price as evidenced by the receipt.
Relatively, no Deed of Sale has been executed as proof of the intention of the parties to
immediately transfer the ownership of the parcel of land. Spouses Serrano also retained
ownership of the certificate of title of the lot, thereby indicating no actual or constructive
delivery of the ownership of the property. Finally, should the transaction pushed through,
Caguiats payment of the remaining balance would have been a suspensive condition
since the transfer of ownership was subordinated to the happening of a future and uncertain
event.

Goldenrod Inc. vs. CA

Facts
Respondents Barreto realty owns 43 parcels of land in Quiapo Manila which they mortgaged in
UCPB. Respondent sold the property to petitioner Goldenrod who In turn pays 1M earnest
money and promise to pay respondents debt to UCPB. Respondent caused 2 land titles to the
property. Petitioner was not able to pay UCPB and the latter did not agree for and extension.
Hence, petitioner rescinded the contact and demands the return of the earnest money. Respondent
did not oppose the recession but did not gave the earnest money. They even sold the first lot
to Asiaworld Trade Center and the other lot to UCPB for payment of their mortgage.

Issue
Whether or not respondent should return the earnest money of the petitioner.

Held
Yes. Earnest money is a part of payment of a sale. Art. 1385 of the Civil Code provides that
rescission creates the obligation to return the things which were the object of the contract
together with their fruits and interest. Since the respondent did not oppose the extra-judicial
recission, they should return the earnest money of the petitioner. It would be most inequitable if
respondent BARRETTO REALTY would be allowed to retain petitioner's payment of
P1,000,000.00 and at the same time appropriate the proceeds of the second sale made to another.

Schuback & Sons vs. CA

Facts
On October 16, 1981, defendant submitted to plaintiff the list of bus spare parts he wanted to
purchase to its counterpart in Hamburg. Plaintiff sent an offer on the items listed. On December
4, 1981, defendant informed plaintiff that he preferred genuine to replacement parts, and
requested a 15% discount. On December 17, plaintiff submitted its formal offer. On December
24, defendant submitted a purchase order, and submitted the quantity on December 29. Plaintiff
immediately ordered the items from Schuback Hamburg, which thereafter ordered the same from
NDK, a supplier in Germany. Plaintiff sent a pro-forma invoice to be used in applying for letter
of credit. On February 16, 1982, plaintiff reminded defendant to open a letter of credit to avoid
delay in shipment. Defendant mentioned the difficulty he was encountering in procuring the
same. Plaintiff continued receiving invoices and partial deliveries from NDK. On October 18,
1982, plaintiff again reminded the defendant to open a letter of credit. Defendant replied that he
did not make a valid purchase order and that there was no definite contract between him and the
plaintiff. Plaintiff sent a rejoinder explaining that there is a valid Purchase Order and suggesting
that defendant either proceed with the order and open a letter of credit or cancel the order and
pay the cancellation fee of 30% of F.O.B. value, or plaintiff will endorse the case to its lawyers.
Demand letters sent to defendant by plaintiff's counsel dated March 22, 1983 and June 9, 1983
were to no avail. Consequently, petitioner filed a complaint for recovery of actual or
compensatory damages, unearned profits, interest, attorney's fees and costs against private
respondent.

Issue
Whether or not a contract of sale has been perfected between the parties.

Held
Yes. Article 1319 of the Civil Code states: "Consent is manifested by the meeting of the offer and
acceptance upon the thing and the cause which are to constitute the contract. The offer must be
certain and the acceptance absolute. A qualified acceptance constitutes a counter offer." The facts
presented to us indicate that consent on both sides has been manifested. The offer by petitioner
was manifested on December 17, 1981 when petitioner submitted its proposal containing the
item number, quantity, part number, description, the unit price and total to private respondent. On
December 24, 1981, private respondent informed petitioner of his desire to avail of the prices of
the parts at that time and simultaneously enclosed its Purchase Order. At this stage, a meeting of
the minds between vendor and vendee has occurred, the object of the contract: being the spare
parts and the consideration, the price stated in petitioner's offer dated December 17, 1981 and
accepted by the respondent on December 24, 1981.

Balatbat v. CA

Facts
A parcel of land was acquired by plaintiff Aurelio Roque and Maria Mesina during their conjugal
union. Maria died on August 28, 1966. On June 15, 1977, Aurelio filed a case for partition. The
trial court held that Aurelio is entitled to the portion at his share in the conjugal property, and
1/5 of the other half which formed part of Marias estate, divided equally among him at his 4
children. The decision having become final and executory, the Register of Deeds of Manila
issued a transfer certificate of title on October 5, 1979 according to the ruling of the court. On
April 1, 1980, Aurelio sold his 6/10 share to spouses Aurora Tuazon-Repuyan and Jose Repuyan,
as evidenced by a deed of absolute sale. On June 21, 1980, Aurora caused the annotation of her
affidavit of adverse claim. On August 20, 1980, Aurelio filed a complaint for rescission of
contract grounded on the buyers failure to pay the balance of the purchase price. On February 4,
1982, another deed of absolute sale was executed between Aurelio and his children, and herein
petitioner Clara Balatbat, involving the entire lot. Balatbat filed a motion for the issuance of writ
of possession, which was granted by the court on September 20, 1982, subject to valid rights and
interests of third persons. Balatbat filed a motion to intervene in the rescission case, but did not
file her complaint in intervention. The court ruled that the sale between Aurelio and Aurora is
valid.

Issue
Whether the alleged sale to private respondents was merely executory

Held
No. Contrary to petitioner's contention that the sale dated April 1, 1980 in favor of private
respondents Repuyan was merely executory for the reason that there was no delivery of the
subject property and that consideration/price was not fully paid, we find the sale as
consummated, hence, valid and enforceable. The Court dismissed vendor's Aurelio Roque
complaint for rescission of the deed of sale and declared that the Sale dated April 1, 1980, as
valid and enforceable. No appeal having been made, the decision became final and executory.
The execution of the public instrument, without actual delivery of the thing, transfers the
ownership from the vendor to the vendee, who may thereafter exercise the rights of an owner
over the same. In the instant case, vendor Roque delivered the owner's certificate of title to
herein private respondent. The provision of Article 1358 on the necessity of a public document is
only for convenience, not for validity or enforceability. It is not a requirement for the validity of
a contract of sale of a parcel of land that this be embodied in a public instrument. A contract of
sale being consensual, it is perfected by the mere consent of the parties. Delivery of the thing
bought or payment of the price is not necessary for the perfection of the contract; and failure of
the vendee to pay the price after the execution of the contract does not make the sale null and
void for lack of consideration but results at most in default on the part of the vendee, for which
the vendor may exercise his legal remedies.

Dignos vs. CA

Facts
The spouses Silvestre and Isabel Dignos were owners of a parcel of land in Opon, Lapu-Lapu
City. OnJune 7, 1965, appellants, herein petitioners Dignos spouses sold the said parcel of land
to respondent Atilano J. Jabil for the sum of P28,000.00, payable in two installments, with an
assumption of indebtedness with the First Insular Bank of Cebu in the sum of PI 2,000.00, which
was paid and acknowledged by the vendors in the deed of sale executed in favor of plaintiff-
appellant, and the next installment in the sum of P4,000.00 to be paid on or before September 15,
1965.On November 25, 1965, the Dignos spouses sold the same land in favor of defendants
spouses, LucianoCabigas and Jovita L. De Cabigas, who were then U.S. citizens, for the price of
P35,000.00. A deed of absolute sale was executed by the Dignos spouses in favor of the Cabigas
spouses, and which was registered in the Office of the Register of Deeds pursuant to the
provisions of Act No. 3344.As the Dignos spouses refused to accept from plaintiff-appellant the
balance of the purchase price of the land, and as plaintiff- appellant discovered the second sale
made by defendants-appellants to the Cabigas spouses, plaintiff-appellant brought the present
suit.

Issue
Whether or not there was an absolute contract of sale.

Held
Yes. That a deed of sale is absolute in nature although denominated as a "Deed of Conditional
Sale" where nowhere in the contract in question is a proviso or stipulation to the effect that title
to the property sold is reserved in the vendor until full payment of the purchase price, nor is there
a stipulation giving the vendor the right to unilaterally rescind the contract the moment the
vendee fails to pay within a fixed period. A careful examination of the contract shows that there
is no such stipulation reserving the title of the property on the vendors nor does it give them the
right to unilaterally rescind the contract upon non-payment of the balance thereof within a fixed
period. On the contrary, all the elements of a valid contract of sale under Article 1458 of the Civil
Code, are present, such as: (1) consent or meeting of the minds; (2) determinate subject matter;
and (3) price certain in money or its equivalent. In addition, Article 1477 of the same Code
provides that "The ownership of the thing sold shall be transferred to the vendee upon actual or
constructive delivery thereof." While it may be conceded that there was no constructive delivery
of the land sold in the case at bar, as subject Deed of Sale is a private instrument, it is beyond
question that there was actual delivery thereof. As found by the trial court, the Dignos spouses
delivered the possession of the land in question to Jabil as early as March 27,1965 so that the
latter constructed thereon Sally's Beach Resort also known as Jabil's Beach Resort in March,
1965; Mactan White Beach Resorton January 15, J 966 and Bevirlyn's Beach Resort on
September 1, 1965. Such facts were admitted by petitioner spouses.

Gallar vs. Husain

Facts
Husains in this case are the heirs of Teodoro Husain. Teodoro Husain sold the land under dispute
for 30 pesos to Serapio Chichirita with the right to repurchase within 6 years. Teodoro
transferred his right to his sister, Graciana Husain. Graciana paid the redemption price and later
sold the land to Elias Gallar for a cattle. Possession of the land, together with the owner's
duplicate of the certificate of title of Teodoro Husain, was delivered on the same occasion to
Gallar, who since then has been in possession of the land. A couple of years after, Gallar filed
this suit in the Court of Instance of Iloilo on October 10, 1960 to compel Hermenegilda and
Bonifacio Husain, as heirs of Teodoro Husain, to execute a deed of conveyance in his favor so
that he could get a transfer certificate of title. He also asked for damages. The Husains countered
by saying that Graciana already paid the redemption price thus their father had already
reacquired ownership over the same. They also claim that the action of Elias has already
PRESCRIBED.

Issue
Whether or not ownership was transferred to Gallar

Held
Yes. Ownership has been transferred to Gallar. The right of repurchase may be exercised only by
the vendor in whom the right is recognized by contract or by any person to whom the right may
have been transferred. Graciana Husain must, therefore, be deemed to have acquired the land in
her own right, subject only to Teodoro Husain's right of redemption. As the new owner she had a
perfect right to dispose of the land as she in fact did when she exchanged it for a cattle with
Gallar.

Spouses Dalion v. CA

Facts
A land in Southern Leyte was declared in the name of Segundo Dalion. Sabesaje sued to recover
ownership this land based on a private document of absolute sale, allegedly executed by Segundo
Dalion. Dalion, however, denied the sale, saying that the document was fictitious, his signature
was a forgery, and that the land is conjugal property, which he and his wife acquired in 1960
from Saturnina Sabesaje as evidenced by the "Escritura de Venta Absoluta." The spouses denied
the claims of Sabesaje that after executing a deed of sale over the parcel of land, they had
pleaded with Sabesaje to be allowed to administer the land because Dalion did not have
livelihood. Spouses Dalion admitted, however, administering 5 parcels of land in Southern
Leyte, which belonged to Leonardo Sabesaje, grandfather of Sabesaje, who died in 1956. The
Dalions never received their agreed 10% and 15% commission on the sales of copra and abaca.
Sabesaje's suit, they say, was intended merely to harass and forestall Dalion's threat to sue for
these unpaid commissions. Trial Court decided in favor of Sabesaje and ordered the Dalions to
deliver the parcel of land in a public document. CA affirmed.

Issue
Whether or not there was a contract of sale

Held
Yes. People who witnessed the execution of the deed positively testified on its authenticity. They
stated that it had been executed and signed by the signatories. A contract of sale is a consensual
contract, which means that the sale is perfected by mere consent. No particular form is required
for its validity. Upon perfection of the contract, the parties may reciprocally demand
performance (NCC 1475, NCC), i.e., the vendee may compel transfer of ownership of the object
of the sale, and the vendor may require the vendee to pay the thing sold (NCC 1458).

Santos vs. Manalili

Facts
At the core of the controversy is a 4,608 square-meter parcel of land which originally formed
part of the Furukawa Plantation situated in the District of Toril, Davao City. After the war, the
land was turned over to the Philippine government and administered by the National Abaca and
Other Fibers Corporation, and thereafter by the respondent Board of Liquidators (BOL). On
August 6, 1970, Reynaldo Manalili filed with the BOL an application to purchase the subject
property, attaching therewith his Occupants Affidavit. The application was granted. BOL
required Manalili to pay the down payment of 10% of the purchase price or P1, 865.28.
Thereafter, Manalili declared the land for taxation purposes. After the lapse of nine (9) years and
even as the BOL had already issued a Certification of Full Payment endorsing the approval of the
sale of the land in question to applicant Reynaldo Manalili, herein petitioner Rodolfo Santos
wrote an undated letter to the BOL protesting Manalilis application. TC ruled in favor of
Manalilis. CA Affirmed.

Issue
Whether or not the a Quo erred in declaring that the sale of the lot to the respondent was not
fraudulent and that the petitioners protest was duly investigated

Held:
Petition denied. Petitioners claim of having bought the land from a certain Ernesto Abalahin
who, in turn, bought it from one Col. Agsalud, allegedly a guerrilla veteran who occupied the lot
from 1956 to 1959, is without basis. For one, no proof has been presented by petitioner as to the
alleged title of Col. Agsalud or the transfer of any rights from the latter to Ernesto
Abalahin, petitioners alleged immediate transferor. For another, the supposed Deed of Absolute
Sale between petitioner and Ernesto Abalahin does not even sufficiently identify the lot which
was the subject of the sale. Worse, that same deed is not notarized and is unregistered. A sale of
a piece of land appearing in a private deed cannot be considered binding on third persons if it is
not embodied in a public instrument and recorded in the Registry of Deeds. Petitioners evidence
do not support his allegation of fraud. It is a matter of record that petitioners protest, filed nine
(9) years after Reynaldo Manalili filed his application with attached occupants affidavit, and
after the BOL had already issued a Certification of Final Payment in Manalilis favor, was duly
investigated by the BOL, after which it recommended the sale of the land to Manalili, which
recommendation was formally acted upon by the Office of the President which ultimately
approved the Deed of Sale for Manalili. It is well-settled that fraud must be established by clear
and convincing evidence. Petitioner failed in this venture.

Manuel Dulay Enterprises, Inc. v. CA, Torres

Facts
Manuel R. Dulay Enterprises, Inc, a domestic corporation obtained various loans for the
construction of its hotel project, Dulay Continental Hotel (now Frederick Hotel). Manuel Dulay
by virtue of Board Resolution No 18 sold the subject property to spouses Maria Theresa and
Castrense Veloso. Maria Veloso (buyer), without the knowledge of Manuel Dulay, mortgaged the
subject property to private respondent Manuel A. Torres. Upon the failure of Maria Veloso to pay
Torres, the property was sold to Torres in an extrajudicial foreclosure sale. Torres filed an action
against the corporation, Virgilio Dulay and against the tenants of the apartment. RTC ordered the
corporation and the tenants to vacate the building. Petitioner contends inter alia, c that private
respondent Torres never acquired ownership over the subject property since the latter was never
in actual possession of the subject property nor was the property ever delivered to him.

Issue
Whether or not the contention of the petitioner is tenable

Held
No. Paragraph 1, Article 1498 of the New Civil Code provides: When the 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 do not appear or cannot clearly be
inferred. Under the aforementioned article, the mere execution of the deed of sale in a public
document is equivalent to the delivery of the property. Likewise, this Court had held that: It is
settled that the buyer in a foreclosure sale becomes the absolute owner of the property purchased
if it is not redeemed during the period of one year after the registration of the sale. As such, he is
entitled to the possession of the said property and can demand it at any time following the
consolidation of ownership in his name and the issuance to him of a new transfer certificate of
title. The buyer can in fact demand possession of the land even during the redemption period
except that he has to post a bond in accordance with Section 7 of Act No. 3133 as amended. No
such bond is required after the redemption period if the property is not redeemed. Possession of
the land then becomes an absolute right of the purchaser as confirmed owner. Therefore, prior
physical delivery or possession is not legally required since the execution of the Deed of Sale in
deemed equivalent to delivery