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TUASON VS TUASON SECOND PART, namely, the GREGORIO ARANETA, INC.

is controlled by
the members of the Araneta family, who are stockholders of the said
L – 3404 ; April 2, 1951 corporation at the time of the signing of this contract and/or their lawful
Montemayor, J., heirs;
 Angela revoked the contract on the ground that she has been
FACTS: tricked into signing such and that paragraphs (9), (11), and (15)
violates Article 400 of the civil code
 Angela, Nieves, and Antonio Tuason held a parcel of land with
an area of 64,928 sqm in Sampaloc, Manila with each of them ISSUE: Whether or not the stated paragraphs violate Article 400 of the
owning 1/3 portion. Nieves asked for the property to be Civil Code
partitioned accordingly to their 1/3 share but her two siblings
refused as dividing the property would result to a decrease in its HELD:
value.
 Despite such, Nieves continued to offer her portion for sale to NO. Article 400 states that: No co-owner shall be obliged to remain a
both her siblings, her mother, and was finally able to sell it to party to the community. Each may demand the partition of the thing held
Gregorio Araneta Inc. (domestic corporation). After such the in common any time; an agreement to keep the thing undivided for a
three co-owners (Angela, Antonio, Araneta Inc.) decided to sub period not exceeding 10 years is valid.
divide the property into small lots and sell them. The proceeds
will be divided amongst the three of them. In the case at bar, the fact that the land has been sub-divided and was
 Such arrangement is embodied in their Memorandum of sold partially is proof that there was no obligation to keep the thing
Agreement stating the relevant provisions: undivided or for Angela to remain a part of the community. Come to
think of it, upon agreement of sub-dividing and improving the lot as well
(1) Par. 9 - This contract shall remain in full force and effect during all the time as dividing the sales among the three co-owners in itself is partition.
that it may be necessary f or the PARTY OF THE SECOND PART to fully
sell the said property in small and subdivided lots and to fully collect the There was no intention to keep the property undivided in the first place.
purchase prices due hereon; it being understood and agreed that said lots Further, the obligation imposed in the contract to preserve the ownership
may be rented while there are no purchasers thereof; of the property until all the lots have been sold is incidental and is
(2) Par. 11 - The PARTY OF THE SECOND PART (meaning Araneta Inc.) is
hereby given full power and authority to sign for and in behalf of all the towards the dissolution of the co-ownership.
said coowners of said property all contracts of sale and deeds of sale of the
lots Into which this property might be subdivided; the powers herein vested
to the PARTY OF THE SECOND PART may not be revoked until the
purposes of this contract have been fulfilled and carried out, and the PARTY
OF THE SECOND PART may, under its own responsibility and risk,
delegate any of its powers under this contract to any of its officers,
employees or to third persons;
(3) Par. 15 - No coowner of the property subject matter of this contract shall
sell, alienate or dispose of his ownership, interest or participation therein
without first giving preference to the other coowners to purchase and
acquire the same under the same terms and conditions as those offered by
any other prospective purchaser. Should none of the coowners of the
property subject matter of this contract exercise the said preference to
acquire or purchase the same, then such sale to a third party shall be made
subject to all the conditions, terms, and dispositions of this contract;
provided, the PARTIES OF THE FIRST PART (meaning Angela and
Antonio) shall be bound by this contract as long as the PARTY OF THE