#12: VICENTE GOMEZ vs. CA; GR No.

120747 September 21, 2000; Definition (1458) By: Lloyd Paul C. Ledesma FACTS: Luisa Gomez, predecessor-in-interest of herein petitioner Vicente Gomez, was awarded Lot 4, Block 1, subject to the provisions of Resolution No. 3-78 of the URBAN and building, subdivision and zoning rules and regulations. On 18 January 1980, Luisa Gomez finally paid in full the P3,556.00 purchase price of the lot. In 1982, Luisa, together with her spouse Daniel, left again for the United States of America where she died on 09 January 1983. On 23 November 1984 there was an investigation concerning the awarded lots because of violations to the conditions agreed upon by the awardee-lessee. Violation: The place was found actually occupied by Mrs. Erlinda Perez and her family together with Mr. Mignony Lorghas and family, who are paying monthly rentals of P210.00 each to Vicente Gomez, brother of awardee. On 01 July 1986, the URBAN, ordered the cancellation of the lot awards of Daniel Gomez. On 01 February 1989, the surviving children of the deceased spouses, who were American citizens and residents of the United States of America, executed an affidavit of adjudication with deed of donation disposing the lot gratuitously to their uncle Vicente Gomez. RTC ordered to set aside the cancellation. The CA reversed that decision. ISSUE: whether or not the cancellation of the lot awarded was proper. HELD: YES. Primarily, it must be stressed that the contract entered into between the City of Manila and awardee Luisa Gomez was not one of sale but a contract to sell. A contract of sale may either be absolute or conditional- where ownership or title is retained until the fulfillment of a positive suspensive condition normally the payment of the purchase price in the manner agreed upon. Verily, Resolution 16-A and the Contract to Sell which was annexed, attached and made to form part of said resolution, clearly laid down the terms and conditions which the awardeevendee must comply with. Accordingly, as an awardee, Luisa Gomez, her heirs and successors-in-interest alike, are duty-bound to perform the correlative obligations embodied in Resolution 16-A and the Contract to-Sell. The resolution requires Filipino citizenship for award to be valid, among others, and that it must be occupied actually by the awardee, that they must not have any other property in the Philippines, and that they are able to pay, conditions among others which were violated. Also, paragraph (8) of the Contract proscribes the sale or lease, etc. of the lot without the written consent of the City Mayor, within a period of twenty (20) years from complete payment of the purchase price and execution of the final deed of sale. The donation is also a violation. Complete payment was on 1980 and the donation was on 1989. #4: SPS. ORDEN vs. SPS. AUREA ;G.R. No. 172733 August 20, 2008; Nature and form By: Lloyd Paul C. Ledesma Facts:

On 29 September 1994, a Deed of Absolute Sale was entered into by respondents Aurea, as vendees, and petitioners Orden, as vendors, for the 2 lots and a residential house. The consideration of which is P1.9M. Respondents Aurea then executed a Joint Affidavit declaring respondents Cobile as the true and real buyers of the subject properties, who are both American Citizens and residents of Honolulu, Hawaii, U.S.A. Respondent paid P384,000.00 as partial payment. Respondent Cobile then executed a promissory note in which they promised to pay petitioners Orden the amount of P566,000.00 on or before October 31, 1994, and the remaining P950,000.00 to be paid as soon as the titles to the properties shall have been transferred to them. 11 March 1995, petitioners sent respondent a letter informing the latter of their intention to dispose of the properties to other interested parties if respondents Cobile did not comply. On 21 May 1996, petitioners sold the properties to Fortunata Adalim Houthuijzen and the titles thereto transferred to her name. Respondents filed an action in the court for the delivery of the titles, if not, the payment of the whole price plus 20% per annum interest. The RTC ordered to return the advance payments at 20% per annum interest. The CA affirmed in toto. ISSUE: Whether or not the contract entered into was a Contract to Sell and thus maybe cancelled upon failure to complete payment. HELD: YES. CONTRACT TO SELL. It is clear from the promissory note that the parties agreed to a conditional sale, the consummation of which is subject to the conditions contained therein - full payment of the purchase price. The distinction between a contract of sale and a contract to sell is well-settled. In a contract of sale, the title to the property passes to the vendee upon the delivery of the thing sold; in a contract to sell, ownership is, by agreement, reserved to the vendor and is not to pass to the vendee until full payment of the purchase price. In the latter contract, payment of the price is a positive suspensive condition, failure of which is not a breach but an event that prevents the obligation of the vendor to convey title from becoming effective. Although there is a document denominated as "Deed of Absolute Sale," and there is no provision therein of reservation of ownership to the seller, we are persuaded that the true intent of the parties was to transfer the ownership of the properties only upon the buyer's full payment of the purchase price. Rescission, whether judicially or by notarial act, is not required to be done by petitioners Orden. There can be no rescission of an obligation that is still non-existing, the suspensive condition not having happened. In the exercise of the seller's right to automatically cancel the contract to sell, at least a written notice must be sent to the defaulter informing him of the same. Dignos vs CA (G.R. No. L-59266) By: Lloyd Paul C. Ledesma FACTS: The spouses Silvestre and Isabel Dignos were owners of a parcel of land in Opon, Lapu-Lapu City. On June 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 P12,000.00, 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, Luciano Cabigas 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: 1 . Whether or not there was an absolute contract of sale. HELD: I. 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. 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 Sallys Beach Resort also known as Jabils Beach Resort in March, 1965; Mactan White Beach Resort on January 15, J 966 and Bevirlyns Beach Resort on September 1, 1965. Such facts were admitted by petitioner spouses.

TAEDO V. CA (January 22, 1996) By: Lloyd Paul C. Ledesma FACTS:

Lazaro Taedo executed a deed of absolute sale in favor of Ricardo Taedo and Teresita Barrera in which he conveyed a parcel of land which he will inherit. Upon the death of his father he executed an affidavit of conformity to reaffirm the said sale. He also executed another deed of sale in favor of the spouses covering the parcel of land he already inherited. Ricardo registered the last deed of sale in the registry of deeds in their favor. Ricardo later learned that Lazaro sold the same property to his children through a deed of sale. ISSUE: whether or not the sale prior to the inheritance is valid. HELD: No. Since a future inheritance generally cannot be a subject of a contract, the deed of sale and the affidavit of conformity made by Lazaro has no effect. The subject of dispute therefore is the deed of sale made by him in favor of spouses Taedo and another to his children after he already legally acquired the property. Thus, although the deed of sale in favor of private respondents was later than the one in favor of petitioners, ownership would vest in the former because of the undisputed fact of registration. On the other hand, petitioners have not registered the sale to them at all. Petitioners contend that they were in possession of the property and that private respondents never took possession thereof. As between two purchasers, the one who registered the sale in his favor has a preferred right over the other who has not registered his title, even if the latter is in actual possession of the immovable property.

MARSMAN vs. CBP; G.R. No. L-13946 May 31, 1960 By: Lloyd Paul C. Ledesma FACTS: On various occasions during the latter part of 1955, Marsman & Company, Inc. imported from the United states goods and merchandise amounting to P1,409,231.05, upon

which the Central Bank of the Philippines collected, and said importer paid under protest, the total sum of P239,635.62 as special excise tax under Republic Act 601, as amended, on the foreign exchange utilized for said importations. The corresponding drafts drawn on the letters of credit opened by the importer in favor of its creditors in the United States in connection with said importations were paid for and liquidated by the former on various dates between January 16 and April 6, 1956. As Republic Act 601 under which the excise tax was assessed and paid, was repealed effective December 31, 1955, refund of the amount paid after that date when the law was no longer in force was demanded, and when the demand was not heeded, the present action was filed in the Court of First Instance of Manila against the Central Bank of the Philippines, the Secretary of Finance and the National Treasurer. The lower court dismissed the complaint for lack of cause. Hence this appeal. For the importations involved in this case, appellant Marsman & Company, Inc., opened, from February 24 to November 15, 1955, with the Philippines National Bank and the Bank of America, letters of credit in favor of its creditors and business associates in the United States. Upon said letters of credit, drafts were drawn and accepted during the period of from June 1, 1955 to December 28, 1955, except with respect to Letters of Credit No. 23689 and No. 6998-55 upon which the corresponding drafts were accepted on January 4 and 19, 1956, respectively. The different amounts in dollars covered by all these drafts, were paid and liquidated in equivalent amounts of pesos to the corresponding banks between January 16 and April 6, 1956, or after the repeal of Republic Act 601. ISSUE: whether or not the imposition of 17% excise tax is proper. HELD: The payment made after the repeal, can be refunded. The 17% excise tax collectible under Republic Act 601, as amended, is imposed on the foreign exchange sold or authorized to be sold by the Central Bank of the Philippines or any of its agents during the effectivity of said law. As already held by this Court, the sale of foreign exchange is effected or consummated upon payment or delivery to the creditor by the agent or corresponding bank, of the amount in foreign currency authorized by the transmitting bank to be paid or drawn under the letter of credit. The determinative factor for purposes of imposing the aforementioned 17% excise tax, therefore, is not the date of maturity of the obligation to pay for the foreign currency involved, but the date the foreign currency allowed under the draft is delivered to the drawee. As, admittedly, with the exception of those covered by Letters of Credit Nos. 23689 and 6990-55 (as to which refund of the excise tax collected is proper), the drafts involved herein were all accepted during the effectivity of Republic Act 601, it is clear that they are subject to the imposition of the excise tax on foreign exchange. JUAN AGUINALDO vs. JOSE ESTEBAN; G.R. No. L-27289 April 15, 1985 By: Lloyd Paul C. Ledesma FACTS:Plaintiff Juan Aguinaldo in his complaint alleged, among others, that on June 23, 1958, defendants, through fraud, deceit and misrepresentations and exercising undue pressure, influence and advantage, procured the thumbmark of Jose Aguinaldo, father of

plaintiff, to be affixed on subject contract; that defendants caused the cancellation of Tax Declaration No. 4004, Rizal (1948) in the name of Jose Aguinaldo and the issuance in lieu thereof of Tax Declaration No. 10725-Rizal in the names of defendant spouses; that the document in question on which Jose Aguinaldo affixed his thumbmark is not true and genuine, as the thumbmark appearing thereon is a forgery; that it contains terms and conditions which partake the nature of "pacto comisario" which render same null and void; that it does not fix a period for the payment of the loan nor does it state the duration of the mortgage; that plaintiff is the sole successor-in-interest and legal heir of Jose Aguinaldo who died intestate in October 1960; that defendants having no right to win and possess the property in question are withholding the possession thereof from plaintiff and consequently deprived plaintiff of the fruits of said property; and that by reason of the willfull and malevolent acts of defendants, plaintiff suffered moral and actual damages in the amount of P4,000.00. In their answer, defendants claim absolute ownership of subject property upon the death of Jose Aguinaldo in October 1960 on the theory that the document in controversy is one of sale and not one of mortgage. ISSUE: whether or not the agreement between Jose and the defendant spouses was of sale or mortgage. HELD: It is of mortgage. It is indeed intriguing why defendants-appellees, who are not related at all to the old man, would give him fifty centavos (P0.50) everyday beginning May 26, 1955. The contract in question was executed in June 1958, or after three (3) years from the time the daffy amount of half-a-peso was given the old man. Thereafter, the defendants-appellees' saw to it that the recipient of the money would execute the contract, entitled: ."Sanglaan ng isang lupang-canaveral na Patuluyang Ipaaari. " It is significant to note that herein plaintiff-appellant was not even a witness in the document when his father who is of low intelligence, illiterate and could not even sign his name, affixed his thumbmark in the document in question. It may be true that the contract was read to the old man but it is doubtful if he understood the meaning of its contents. The contract was so written that anyone could believe he was only giving his property by way of mortgage, not as a sale. For instance, in paragraph 2 thereof, it reads "... ay isinasangla at patuloyan ipaaari ko sa nasabing magasawa ang lupang nabanggit ko sa itaas, ... ." In some Tagalog provinces the word "Sangla" means "Bilihan Mabibiling Muli" or "Pacto de Retro." By this contract, the vendee-a-retro takes possession of the property as owner until the same is repurchased or redeemed. On the other hand, mortgage is understood as "Prenda." In the case at bar, defendants-appellees took possession of the property on March 26, 1955 when they started giving Jose Aguinaldo the fifty centavos (P0.50) a day. It would appear then that the money which he has been receiving from the Estebans come from his own property. In effect, there was no consideration for the transfer of the property-be it sale, mortgage or Pacto Comisario. VISAYAN SAWMILL COMPANY INC Vs. CA March 3, 1993 By: Lloyd Paul C. Ledesma FACTS: 1 May 1983: RJH Trading and VSC entered into a sale involving scrap iron subject subject to the condition that RJH Trading will open a letter of credit in the amount of P250k in

favor of VSC on or before May 15, 1983. This is evidenced by a contract entitled "Purchase and Sale of Scrap Iron" duly signed by both parties. 24 May 1983: RJH Trading informed VSC by telegram that the letter of credit was opened May 12, 1983 at the Bank of the Philippine Islands main office in Ayala, but that the transmittal was delayed. On 26 May 1983, VSC received a letter advice from BPI Dumaguete City Branch dated May 26, 1983 to the effect that on that date a letter of credit was opened in favor of petitioner Ang Tay c/o Visayan Sawmill Co. Inc., drawn on ARMACO-MAR STEEL ALLOY CORPORATION and set to expire on 24 July 1983. 19 July 1983: RJH Trading sent a series of telegrams stating that the case filed against him by Pursuelo had been dismissed and demanding that VSC comply with the deed of sale, otherwise a case will be filed against them. In reply to those telegrams, VSCs lawyer informed RJH Tradings lawyer that VSC is unwilling to continue with the sale due to RJH Trading's failure to comply with essential preconditions of the contract. 29 July 1983: RJH Trading filed an action for specific performance and damages with a petition for preliminary attachment. The writ of attachment was returned unserved because the VSC was no longer in operation and also because the scrap iron as well as other pieces of machinery can no longer be found on the premises of the corporation. ISSUES: WON the "Purchase and Sale of Scrap Iron" contract entered into by both parties is a contract to sell (promise to sell) or a contact of sale HELD: What obtains in the case at bar is a mere contract to sell or promise to sell, and not a contract of sale. The contract is not one of sale where the buyer acquired ownership over the property subject to the resolutory condition that the purchase price would be paid after delivery. There was to be no actual sale until the opening, making or indorsing of the irrevocable and unconditional letter of credit. -VSCs obligation to sell is unequivocally subject to a positive suspensive condition, i.e., RJH Tradings making or indorsing of an irrevocable and unconditional letter of credit. VSC agreed to deliver the scrap iron only upon payment of the purchase price by means of an irrevocable and unconditional letter of credit. Since what obtains in the case at bar is a mere promise to sell, the failure of the RJH Trading to comply with the positive suspensive condition cannot even be considered a breach casual or serious but simply an event that prevented the obligation of VSC to convey title from acquiring binding force. In the instant case, not only did RJH Trading fail to open, make or indorse an irrevocable and unconditional letter of credit on or before 15 May 1983, it also violated certain stipulations of the agreement: (1) it was not opened, made or endorsed by RJH Trading but by a corporation which is not a party to the contract;(2) it was not opened with the bank agreed upon; and (3) it is not irrevocable and unconditional, for it is without recourse, it is set to expire on a specific date and it stipulates certain conditions with respect to shipment. Consequently, the obligation of VSC to sell did not arise; it therefore cannot be compelled by specific performance to comply with its prestation.