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POSSESSION bounced for lack of funds, there was a

EDCA PUBLISHING & DISTRIBUTING failure of consideration that nullified the


CORP. vs. THE SPOUSES LEONOR and contract of sale between it and Cruz.
GERARDO SANTOS, 184 SCRA 614 April
26, 1990 ISSUE: Whether or not petitioner has
been unlawfully deprived of the books
FACTS: because the check issued by dela Pena in
A person identifying himself as payment therefor which was dishonored.
Professor Jose Cruz placed an order by
telephone with the petitioner company HELD: The contract of sale is consensual
for 406 books, payable on delivery. and is perfected once agreement is
Herein petitioner prepared and delivered reached between the parties on the
the same together with an invoice. In turn subject matter and the consideration.
Cruz issued a personal check covering the
purchase price of P8,995.65. Cruz then According to the Civil Code:
sold 120 of the books to private
respondent Leonor Santos who, after ART. 1475. The contract
verifying the seller's ownership from the of sale is perfected at the
invoice he showed her, paid him moment there is a meeting
P1,700.00. Petitioner made an inquiry of minds upon the thing
with the De la Salle College where Cruz which is the object of the
had claimed to be a dean. Petitioner was contract and upon the price.
informed that there was no such person
in its employ. It was found out that Cruz From that moment, the parties may
had no more account or deposit with the reciprocally demand performance,
Philippine Amanah Bank, against which subject to the provisions of the law
he had drawn the payment check. With governing the form of contracts.
the aid of policemen Cruz was trapped.
His real name is Tomas de la Pea. It was ART. 1477. The
found out that 120 of the books he had ownership of the thing sold
ordered from EDCA were sold to the shall be transferred to the
private respondents. Petioner and the vendee upon the actual or
police went to Santos store and seized constructive delivery
the subject books. The private thereof.
respondents sued for recovery of the
books after demand for their return was ART. 1478. The parties
rejected by EDCA. The Municipal Trial may stipulate that
Court ruled in favour of private ownership in the thing shall
respondents, which was sustained by the not pass to the purchaser
Regional Trial Court. The Court of Appeals until he has fully paid the
affirmed the same. Hence, this petition. price.
The petitioner argues that it was, because
the impostor acquired no title to the It is clear that ownership in the thing sold
books that he could have validly shall not pass to the buyer until full
transferred to the private respondents. Its payment of the purchase price only if
reason is that as the payment check there is a stipulation to that effect.
Otherwise, the rule is that such
ownership shall pass from the vendor to
the vendee upon the actual or
constructive delivery of the thing sold
even if the purchase price has not yet
been paid. Non-payment only creates a
right to demand payment or to rescind
the contract, or to criminal prosecution in
the case of bouncing checks. But absent
the stipulation above noted, delivery of
the thing sold will effectively transfer
ownership to the buyer who can in turn
transfer it to another. Actual delivery of
the books having been made, Cruz
acquired ownership over the books which
he could then validly transfer to the
private respondents. The fact that he had
not yet paid for them to EDCA was a
matter between him and EDCA and did
not impair the title acquired by the
private respondents to the books.

Article 559 provides that "the possession


of movable property acquired in good
faith is equivalent to a title," thus
dispensing with further proof. Leonor
Santos took care to ascertain first that the
books belonged to Cruz before she agreed
to purchase them. The private respondent
did not have to go beyond that invoice to
satisfy herself that the books being
offered for sale by Cruz belonged to him;
yet she did. Although the title of Cruz was
presumed under Article 559 by his mere
possession of the books, these being
movable property, Leonor Santos
nevertheless demanded more proof
before deciding to buy them. Petition is
denied.