Spouses Firme

8/13/2019 Spouses Firme

1/39

G.R. No. 146608 October 23, 2003

SPOUSES CONSTANTE FIRME AND AZUCENA E. FIRME,petitioners,vs.UKAL ENTERPRISES AND DEVELOPMENT CORPORATION,respondent.

D E C I S I O N

CARPIO, J .:

The Case

This is a petition for review on certiorari of the Decision1dated 3 January 2001 of the Court of

Appeals in CA-G.R. CV No. 60747. The Court of Appeals reversed the Decision2of the Regional

Trial Court, Branch 223, Quezon City ("trial court"), which held that there was no perfected contract

of sale since there was no consent on the part of the seller.

The Facts

Petitioner Spouses Constante and Azucena Firme ("Spouses Firme") are the registered owners of a

parcel of land3("Property") located on Dahlia Avenue, Fairview Park, Quezon City. Renato de

Castro ("De Castro"), the vice president of Bukal Enterprises and Development Corporation ("Bukal

Enterprises") authorized his friend, Teodoro Aviles ("Aviles"), a broker, to negotiate with the SpousesFirme for the purchase of the Property.

On 28 March 1995, Bukal Enterprises filed a complaint for specific performance and damages with

the trial court, alleging that the Spouses Firme reneged on their agreement to sell the Property. Thecomplaint asked the trial court to order the Spouses Firme to execute the deed of sale and to deliverthe title to the Property to Bukal Enterprises upon payment of the agreed purchase price.

During trial, Bukal Enterprises presented five witnesses, namely, Aviles, De Castro, Antonio Moreno,Jocelyn Napa and Antonio Ancheta.

Aviles testified that De Castro authorized him to negotiate on behalf of Bukal Enterprises for thepurchase of the Property. According to Aviles, he met with the Spouses Firme on 23 January 1995and he presented them with a draft deed of sale

4("First Draft") dated February 1995. The First Draft

of the deed of sale

The Spouses Firme rejected this First Draft because of several objectionable conditions, includingthe payment of capital gains and other government taxes by the seller and the relocation of thesquatters at the sellers expense. During their second meeting, Aviles presented to the SpousesFirme another draft deed of sale

5("Second Draft") dated March 1995. The Spouses Firme allegedly

accepted the Second Draft in view of the deletion of the objectionable conditions contained in theFirst Draft. According to Aviles, the Spouses Firme were willing to sell the Property at P4,000 persquare meter. They then agreed that payment would be made at the Far East Bank and TrustCompany ("FEBTC"), Padre Faura Branch, Manila. However, the scheduled payment had to bepostponed due to problems in the transfer of funds. The Spouses Firme later informed Aviles thatthey were no longer interested in selling the Property.

6

Bukal Enterprises then filed a complaint for specific performance and damages.8
http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt1http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt1http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt1http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt2http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt2http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt4http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt4http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt5http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt5http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt6http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt6http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt6http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt8http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt8http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt8http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt8http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt6http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt5http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt4http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt2http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt1


2/39

The squatter families were each paid P60,000 in the presence of De Castro and Aviles. Thereafter,they voluntarily demolished their houses and vacated the Property.

9

Jocelyn Mapa, the manager of FEBTC, Padre Faura Branch, testified that Bukal Enterprises hasbeen their client since 1994. According to her, Bukal Enterprises applied for a loan of P4,500,000 onthe third week of February 1995 allegedly to buy a lot in Fairview. FEBTC approved the loan on the

last week of February and released the proceeds on the first week of March.10

On the other hand, Dr. Constante Firme ("Dr. Firme") was the sole witness for the defendantspouses.

Dr. Firme testified that on 30 January 1995, he and his wife met with Aviles at the AristocratRestaurant in Quezon City. Aviles arranged the meeting with the Spouses Firme involving theirProperty in Fairview. Aviles offered to buy the Property at P2,500 per square meter. The SpousesFirme did not accept the offer because they were reserving the Property for their children. On 6February 1995, the Spouses Firme met again with Aviles upon the latters insistence. Aviles showedthe Spouses Firme a copy of a draft deed of sale

12("Third Draft") which Aviles prepared. The Third

Draft of the deed of sale provides:

The Spouses Firme did not accept the Third Draft because they found its provisions one-sided. TheSpouses Firme particularly opposed the provision on the delivery of the Propertys title to BukalEnterprises for the latter to obtain a loan from the bank and use the proceeds to pay for the Property.The Spouses Firme repeatedly told Aviles that the Property was not for sale when Aviles called on 2and 4 March 1995 regarding the Property. On 6 March 1995, the Spouses Firme visited theirProperty and discovered that there was a hollow block fence on one side, concrete posts on anotherside and bunkers occupied by workers of a certain Florante de Castro. On 11 March 1995, SpousesFirme visited the Property again with a surveyor. Dr. Firme talked with Ancheta who told him that thesquatters had voluntarily demolished their shanties. The Spouses Firme sent a letter

13dated 20

March 1995 to Bukal Enterprises demanding removal of the bunkers and vacation by the occupantsof the Property. On 22 March 1995, the Spouses Firme received a lette r

14dated 7 March 1995 from

Bukal Enterprises demanding that they sell the Property.15

On 7 August 1998, the trial court rendered judgment against Bukal Enterprises as follows:

WHEREFORE, in the light of the foregoing premises, the above-entitled case [is] herebyDISMISSED and plaintiff BUKAL ENTERPRISES DEVELOPMENT CORPORATION is herebyordered to pay the defendants Spouses Constante and Azucena Firme:

1. the sum of Three Hundred Thirty Five Thousand Nine Hundred Sixty Four and 90/100(P335,964.90) as and by way of actual and compensatory damages;

2. the sum of Five Hundred Thousand Pesos (P500,000.00) as and by way of moraldamages;

3. the sum of One Hundred Thousand Pesos (P100,000.00) as and by way of attorneysfees; and

4. the costs of the suit.

SO ORDERED.16
http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt9http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt9http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt9http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt10http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt10http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt10http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt12http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt12http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt13http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt13http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt13http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt14http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt14http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt14http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt15http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt15http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt15http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt16http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt16http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt16http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt16http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt15http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt14http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt13http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt12http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt10http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt9


3/39

Bukal Enterprises appealed to the Court of Appeals, which reversed and set aside the decision ofthe trial court. The dispositive portion of the decision reads:

WHEREFORE, premises considered, the Decision, dated August 7, 1998, is hereby REVERSEDand SET ASIDE. The complaint is granted and the appellees are directed to henceforth execute theDeed of Absolute Sale transferring the ownership of the subject property to the appellant

immediately upon receipt of the purchase price of P3,224,000.00 and to perform all such actsnecessary and proper to effect the transfer of the property covered by TCT No. 264243 to appellant.

Appellant is directed to deliver the payment of the purchase price of the property within sixty daysfrom the finality of this judgment. Costs against appellees.

SO ORDERED.17

Hence, the instant petition.1a\^/phi1.net

The Ruling of the Trial Court

The trial court held there was no perfected contract of sale. Bukal Enterprises failed to establish that

the Spouses Firme gave their consent to the sale of the Property. The parties did not go beyond thenegotiation stage and there was no evidence of meeting of the minds between the parties.Furthermore, Aviles had no valid authority to bind Bukal Enterprises in the sale transaction. UnderSections 23 and 36 (No. 7) of the Corporation Code, the corporate power to purchase a specificproperty is exercised by the Board of Directors of the corporation. Without an authorization from theBoard of Directors, Aviles could not validly finalize the purchase of the Property on behalf of BukalEnterprises. There is no basis to apply the Statute of Frauds since there was no perfected contractof sale.

The Ruling of the Court of Appeals

The Court of Appeals held that the lack of a board resolution authorizing Aviles to act on behalf of

Bukal Enterprises in the purchase of the Property was cured by ratification. Bukal Enterprises ratifiedthe purchase when it filed the complaint for the enforcement of the sale.

The Court of Appeals also held there was a perfected contract of sale. The appellate court ruled thatthe Spouses Firme revealed their intent to sell the Property when they met with Aviles twice. TheSpouses Firme rejected the First Draft because they considered the terms unacceptable. When

Aviles presented the Second Draft without the objectionable provisions, the Spouses Firme nolonger had any cause for refusing to sell the Property. On the other hand, the acts of BukalEnterprises in fencing the Property, constructing posts, relocating the squatters and obtaining a loanto purchase the Property are circumstances supporting their claim that there was a perfectedcontract of sale.

The Spouses Firme allowed Bukal Enterprises to exercise acts of ownership over the Property when

the latter introduced improvements on the Property and evicted the squatters. These acts constitutepartial performance of the contract of sale that takes the oral contract out of the scope of the Statuteof Frauds.

The Issues

The Spouses Firme raise the following issues:
http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt17http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt17http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt17http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt17


4/39

1. WHETHER THE COURT OF APPEALS ERRED IN FINDING THAT THERE WAS APERFECTED CONTRACT OF SALE BETWEEN PETITIONERS AND RESPONDENTDESPITE THE ADDUCED EVIDENCE PATENTLY TO THE CONTRARY;

The Ruling of the Court

The petition is meritorious.

The fundamental question for resolution is whether there was a perfected contract of sale betweenthe Spouses Firme and Bukal Enterprises. This requires a review of the factual and legal issues ofthis case. As a rule, only questions of law are appealable to this Court under Rule 4519of the Rulesof Civil Procedure. The findings of fact by the Court of Appeals are generally conclusive and bindingon the parties and are not reviewable by this Court.

20However, when the factual findings of the

Court of Appeals are contrary to those of the trial court or when the inference made is manifestlymistaken, this Court has the authority to review the findings of fact.

21Likewise, this Court may review

findings of fact when the judgment of the Court of Appeals is premised on a misapprehension offacts.

22This is the situation in this case.

Whether there was a perfected contract of sale

We agree with the finding of the trial court that there was no perfected contract of sale. Clearly, theCourt of Appeals misapprehended the facts of the case in ruling otherwise.

First, the records indubitably show that there was no consent on the part of the Spouses Firme.Aviles did not present any draft deed of sale during his first meeting with the Spouses Firme on 30January 1995.23Dr. Firme was consistent in his testimony that he and his wife rejected theprovisions of the Third Draft presented by Aviles during their second meeting on 6 February 1995.The Spouses Firme found the terms and conditions unacceptable and told Aviles that they would notsell the property.

24Aviles showed them only one draft deed of sale (Third Draft) during their second

and last meeting on 6 February 1995.25

When shown a copy of the First Draft, Dr. Firme testified thatit was not the deed of sale shown to them by Aviles during their second meeting

26and that the Third

Draft was completely different from the First Draft.27

Furthermore, Aviles admitted that the first proposal of Bukal Enterprises was at P2,500 per squaremeter for the Property.

37But the First, Second and Third Drafts of the deed of sale prepared by

Aviles all indicated a purchase price of P4,000 per square meter or a lump sum of P3,224,000(P4,000 per sq.m. x 806 sq.m. = P3,224,000) for the Property. Hence, Aviles could not havepresented any of these draft deeds of sale to the Spouses Firme during their first meeting.

Considering the glaring inconsistencies in Aviles testimony, it was proper for the trial court to gi vemore credence to the testimony of Dr. Firme.

Even after the two meetings with Aviles, the Spouses Firme were firm in their decision not to sell the

Property. Aviles called the Spouses Firme twice after their last meeting. The Spouses Firmeinformed Aviles that they were not selling the Property. Significantly, De Castro also admitted that hewas aware of the Spouses Firmes refusal to sell the Property.40

The confusing testimony of Aviles taken together with De Castros admission that he was aware ofthe Spouses Firmes refusal to sell the Property reinforces Dr. Firmes testimony that he and his wifenever consented to sell the Property.
http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt19http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt19http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt20http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt20http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt20http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt21http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt21http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt21http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt22http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt22http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt22http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt23http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt23http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt23http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt24http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt24http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt24http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt25http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt25http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt25http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt26http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt27http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt27http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt27http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt37http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt37http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt37http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt40http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt40http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt40http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt40http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt37http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt27http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt26http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt25http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt24http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt23http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt22http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt21http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt20http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt19


5/39

Consent is one of the essential elements of a valid contract. The Civil Code provides:

Art. 1318. There is no contract unless the following requisites concur:

1. Consent of the contracting parties;

2. Object certain which is the subject matter of the contract;

3. Cause of the obligation which is established.

The absence of any of these essential elements will negate the existence of a perfected contract ofsale.

41Thus, where there is want of consent, the contract is non-existent.

42As held in Salonga, et al.

v. Farrales, et al.:43

It is elementary that consent is an essential element for the existence of a contract, and where it iswanting, the contract is non-existent. The essence of consent is the conformity of the parties onthe terms of the contract, the acceptance by one of the offer made by the other. The contractto sell is a bilateral contract. Where there is merely an offer by one party, without the acceptance of

the other, there is no consent. (Emphasis supplied)

In this case, the Spouses Firme flatly rejected the offer of Aviles to buy the Property on behalf ofBukal Enterprises. There was therefore no concurrence of the offer and the acceptance on thesubject matter, consideration and terms of payment as would result in a perfected contract ofsale.

44Under Article 1475 of the Civil Code, the contract of sale is perfected at the moment there is a

meeting of minds on the thing which is the object of the contract and on the price.

Another piece of evidence which supports the contention of the Spouses Firme that they did notconsent to the contract of sale is the fact they never signed any deed of sale. If the Spouses Firmewere already agreeable to the offer of Bukal Enterprises as embodied in the Second Draft, then theSpouses Firme could have simply affixed their signatures on the deed of sale, but they did not.

Even the existence of a signed document purporting to be a contract of sale does not preclude afinding that the contract is invalid when the evidence shows that there was no meeting of the mindsbetween the seller and buyer.

45In this case, what were offered in evidence were mere unsigned

deeds of sale which have no probative value.46

Bukal Enterprises failed to show the existence of aperfected contract of sale by competent proof.1vvphi1.nt

WHEREFORE, we SET ASIDE the Decision of the Court of Appeals and RENDER a new one:

1. Declaring that there was no perfected contract of sale;

2. Ordering Bukal Enterprises to pay the Spouses Firme P30,000 as nominal damages.

SO ORDERED.

Davide, Jr., C.J., (Chairman), Vitug, and Azcuna, JJ., concur.

Ynares-Santiago, J., on official leave.
http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt41http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt41http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt41http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt42http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt42http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt42http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt43http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt43http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt43http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt44http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt44http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt44http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt45http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt45http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt45http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt46http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt46http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt46http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt46http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt45http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt44http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt43http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt42http://www.lawphil.net/judjuris/juri2003/oct2003/gr_146608_2003.html#fnt41


6/39

G.R. No. 145017 January 28, 2005

DR. JOSE and AIDA YASON, petitioners,vs.FAUSTINO ARCIAGA, FELIPE NERI ARCIAGA, DOMINGO ARCIAGA, and ROGELIO ARCIAGA ,respondents.

D E C I S I O N

SANDOVAL-GUTIERREZ, J.:

Before us is a petition for review on certiorariunder Rule 45 of the 1997 Rules of Civil Procedure, asamended, assailing the Amended Decision

1of the Court of Appeals dated September 13, 2000 in

CA G.R. CV No. 55668, entitled "Faustino Arciaga, et. al. vs. Dr. Jose Yason and Aida Yason ."

The factual antecedents as borne by the records are:

Spouses Emilio and Claudia Arciaga were owners of Lot No. 303-B situated in Barangay Putatan,

Muntinlupa City, with an area of 5,274 square meters covered by TCT No. 40913 of the Registry ofDeeds of Makati City. On March 28, 1983, they executed a Deed of Conditional Sale whereby theysold Lot No. 303-B for P265,000.00 to spouses Dr. Jose and Aida Yason, petitioners. They tenderedan initial payment of P150,000.00. On April 19, 1983, upon payment of the balance of P115,000.00,spouses Emilio and Claudia Arciaga executed a Deed of Absolute Sale. That day, Claudia died. Shewas survived by her spouse and their six (6) children, namely: Faustino, Felipe Neri, Domingo,Rogelio, Virginia, and Juanita.

Petitioners had the Deed of Absolute Sale registered in the Registry of Deeds of Makati City. Theyentrusted its registration to one Jesus Medina to whom they delivered the document of sale and theamount of P15,000.00 as payment for the capital gains tax. Without their knowledge, Medinafalsified the Deed of Absolute Sale and had the document registered in the Registry of Deeds of

Makati City. He made it appear that the sale took place on July 2, 1979, instead of April 19, 1983,and that the price of the lot was only P25,000.00, instead of P265,000.00. On the basis of thefabricated deed, TCT No. 40913 in the names of spouses Arciaga was cancelled and in lieu thereof,TCT No. 120869 was issued in the names of petitioners.

Subsequently, petitioners had Lot No. 303-B subdivided into 23 smaller lots. Thus, TCT No. 120869was cancelled and in lieu thereof, TCT Nos. 132942 to 132964 were issued. Petitioners then soldseveral lots to third persons, except the 13 lots covered by TCT Nos. 132942, 132943, 132945,132946, 132948, 132950, 132951, 132953, 132954, 132955, 132958, 132962 and 132963, whichthey retained.

Sometime in April 1989, spouses Arciagas children learned of the falsified document of sale. Four ofthem, namely: Faustino, Felipe Neri, Domingo and Rogelio, herein respondents, caused the filing

with the Office of the Provincial Prosecutor of Makati City a complaint for falsification of documentsagainst petitioners, docketed as I.S No. 89-1966. It was only after receiving the subpoena in April1989 when they learned that the Deed of Absolute Sale was falsified. However, after the preliminaryinvestigation, the Provincial Prosecutor dismissed the complaint for falsification for lack of probablecause.

Undaunted, respondents, on October 12, 1989, filed with the Regional Trial Court (RTC), Branch 62,Makati City, a complaint for annulment of the 13 land titles, mentioned earlier, against petitioners.Respondents alleged inter aliathat the Deed of Absolute Sale is void ab initioconsidering that (1)
http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt1http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt1http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt1http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt1


7/39

Claudia Arciaga did not give her consent to the sale as she was then seriously ill, weak, and unableto talk and (2) Jesus Medina falsified the Deed of Absolute Sale; that without Claudias consent, thecontract is void; and that the 13 land titles are also void because a forged deed conveys no title.

In their answer, petitioners specifically denied the allegations in the complaint and averred that theyvalidly acquired the property by virtue of the notarized Deed of Conditional Sale and the Deed of

Absolute Sale executed by spouses Emilio and Claudia Arciaga, respondents parents. The Deed ofAbsolute Sale was duly signed by the parties in the morning of April 19, 1983 when Claudia was stillalive. It was in the evening of the same day when she died. Hence, the contract of sale is valid.Furthermore, they have no participation in the falsification of the Deed of Absolute Sale by Medina.In fact, they exerted efforts to locate him but to no avail.

On August 29, 1995, the trial court rendered a Decision dismissing respondents complaint andsustaining the validity of the Deed of Conditional Sale and the Deed of Absolute Sale. Thedispositive portion reads:

"WHEREFORE, Premises Considered, the COMPLAINT is hereby ordered DISMISSED, withoutpronouncement as to costs.

SO ORDERED."

In their appeal to the Court of Appeals, respondents alleged that the trial court clearly overlookedvital and significant facts which, if considered, would alter the result. Likewise, the trial court erred inconcluding that the Deed of Absolute Sale forged by Medina transferred ownership to the vendees,being buyers in good faith; and in finding that Claudia Arciaga consented to the sale of the lots topetitioner spouses.

2

Initially, the Court of Appeals in its Decision dated February 21, 2000 affirmed the trial courts ruling.But upon respondents motion for reconsideration, the Appellate Court reconsidered its Decision. Inits Amended Decision, it declared the Deed of Absolute Sale void, thus:

"WHEREFORE, Our decision dated February 21, 2000 is hereby SET ASIDE. The Deed of AbsoluteSale dated April 19, 1983 is hereby declared null and void. The Registry of Deeds for Makati City ishereby ordered to cancel TCT Nos. 132942, 132943, 132945, 132946, 132948, 132950, 132951,132953, 132954, 132955, 132958, 132962 and 132963 issued in the name of Jose Yason and toreinstate TCT No. 40913 in the name of Emilio Arciaga.

SO ORDERED."

In reversing its own Decision, the Appellate Court held:

"There is no evidence showing that said July 2, 1979 Deed of Absolute Sale covering the subjectproperty was ever executed by the parties. The appellees themselves who were supposedly thevendees did not even know of the existence of such sale. What the appellees were claiming was thatthey entrusted to one Jesus Medina the original copies of the purported Deed of Absolute Sale dated

April 19, 1983 and the owners copy of TCT No. 40913 together with the amount ofP15,000.00 forcapital gains tax and expenses for registration.

x x x


8/39

It turned out that Medina did not use the Deed of Sale dated April 19, 1983 but fabricated a Deed ofAbsolute Sale dated July 2, 1979 with a reduced consideration of P25,000.00.

x x x

Being a forged document, the July 2, 1979 Deed of Absolute Sale is indeed null and void.

It appears, however, that a Deed of Conditional Sale dated March 28, 1983 (Exh. 1, Record, p. 289)and a Deed of Absolute Sale dated April 19, 1983 (Exh. 2, Record, p. 290) were purportedlyexecuted by Emilio Arciaga and the appellees and that the said property was allegedly soldfor P265,000.00.

x x x

The curious part about the controversial deeds is the date of their supposed execution, especiallythe date of the Absolute Deed of Sale which coincides with the date of the death of Claudia Arciaga.

Also intriguing is the fact that only a thumbmark and not a signature of Claudia Arciaga was affixedon the supposed deeds, when in fact she could definitely read and write.

Appellants claimed that their mother Claudia Rivera never gave her consent to the sale. They saidthat the thumbmark of their mother Claudia Arciaga was allegedly fixed on the Deed of ConditionalSale, if indeed it was prepared before the death of their mother on April 19, 1983, when she wasalready very ill and bedridden and could not anymore give her consent thereto, and the Deed of

Absolute Sale was thumbmarked when she was already dead.

x x x

As between the testimony of the appellants and their sister Virginia Arciaga-Reyes, We are inclinedto believe the claim of the former that their mother Claudia Rivera Arciaga died at around 10:00 inthe morning.

x x x

The time when Claudia Rivera Arciaga actually died, to Us, is crucial if only to determine thecredibility of witnesses.

As between Virginia Arciaga Reyes and Jacklyn de Mesa, the latter is morecredible.l^vvphi1.netShe did not have any interest in the controverted property, unlike the appellantsand Virginia Reyes, who are the children of Claudia Rivera Arciaga. The cardinal rule in the law ofevidence is that the testimony must not only proceed from the mouth of a credible witness but mustalso be credible in itself (People vs. Serdan, G.R. 87318, September 2, 1992).

x x x

We certainly cannot believe the testimony of Virginia Arciaga Reyes that her mother Claudia went tothe house of Atty. Fresnedi for the execution of the Deed of Conditional Sale. A person who isphysically fit to travel can definitely write his signature, as only minimal effort is needed to performthis simple mechanical act. But what appeared in the deed was only a purported thumb mark ofClaudia. Even Virginia Reyes said that her mother could write. Her testimony only supports the claimof the appellants that Claudia Rivera Arciaga was already very ill and weak when the Deed of


9/39

Conditional Sale was purportedly executed, and was already dead when she was made to affix herthumb mark on the Deed of Absolute Sale.

x x x

In sum, the inconsistent testimonies of the appellee and his witnesses, particularly that of Virginia

Arciaga Reyes, clearly show that Claudia Rivera Arciaga did not voluntarily affix her thumb mark onthe Deed of Conditional Sale and Deed of Absolute Sale."

Hence, this petition for review on certiorarialleging that the Court of Appeals erred in declaring theDeed of Absolute Sale void for lack of consent on the part of Claudia Arciaga and because the samedocument was forged by Medina.

The petition is impressed with merit.

The rule is that only questions of law may be raised in a petition for review on certiorari; and that thefactual findings of the trial court, when adopted and confirmed by the Court of Appeals, are final andconclusive on this Court.3However, there are exceptions, such as when the findings of the Court of

Appeals are contrary to those of the trial court,4

as in this case.

In determining whether the Deed of Absolute Sale dated April 19, 1983 is valid, it must contain theessential requisites of contracts, viz: (1) consent of the contracting parties; (2) object certain which isthe subject matter of the contract; and (3) cause of the obligation which is established.

5A contract of

sale is perfected at the moment there is a meeting of the minds upon the thing which is the object ofthe contract and upon the price.

6Consent is manifested by the meeting of the offer and the

acceptance upon the thing and the cause which are to constitute the contract.7To enter into avalid legal agreement, the parties must have the capacity to do so.

The law presumes that every person is fully competent to enter into a contract until satisfactory proofto the contrary is presented. The burden of proof is on the individual asserting a lack of capacity to

contract, and this burden has been characterized as requiring for its satisfaction clear andconvincing evidence.

The Appellate Court, in its Amended Decision, held that the Deed of Absolute Sale is void for lack ofconsent on the part of Claudia Arciaga who could not have affixed her thumbmark thereon since shewas very ill then. In fact, she died a few hours thereafter.

Thus, the basic issue for our resolution is whether Claudia Arciaga voluntarily affixed her thumbmarkon the documents of sale.

Respondents contend that Claudia did not give her consent to the contracts of sale. Since she knewhow to read and write, she should have signed each document instead of merely affixing herthumbmark thereon.

Domingo Arciaga, one of the respondents, testified that her mother Claudia was 82 years old whenshe died on April 19, 1983 due to "old age" and illness for four (4) months. On March 28, 1983, whenthe Conditional Deed of Sale was allegedly executed, she was already very weak and thin and couldno longer speak. Considering her physical condition, she could not have affixed her thumbmark onthe Conditional Deed of Sale that day.

8
http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt3http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt3http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt3http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt4http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt4http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt4http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt5http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt5http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt5http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt6http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt6http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt6http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt7http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt7http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt7http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt8http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt8http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt8http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt8http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt7http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt6http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt5http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt4http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt3


10/39

Domingo further testified that their mother Claudia, at the time of her death, was being attended toby his sisters Juanita and Virginia Arciaga; that he saw Virginia holding the thumb of their mother toenable her to affix her thumbmark on the Deed of Absolute Sale, then being held by Juanita, thus:

"Q: Now, you have examined the document entitled Deed of Sale dated April 19, 1983, whenfor the first time did you see this document?

A: When my mother died.

Q: When?

A: April 19, 1983.

Q: At what particular occasion or will you please tell the Honorable Court the circumstanceshow you were able to see this document on April 19, 1983?

A: This is like this. While my mother was being attended, I went over to the porch and I sawMr. Rogelio Arciaga. We talked with each other. After that I went inside the house wherein I

saw Juliana Arciaga holding that document, the Deed of Sale, and Virginia Arciaga washolding the thumb of mother affixing said thumb to the document.

Q: Who is Virginia Arciaga?

A: My sister.

Q: How about Juanita Arciaga?

A: My sister also.

Q: How about Rogelio Arciaga?

A: I have also a brother named Rogelio Arciaga but the one I mentioned has the same nameas my brother.

Q: After that what happened?

A: I asked, what is that? And they told me that one parcel of land was sold already by us andthey said that this is the Deed of Absolute Sale as proof that we have sold that parcel of land.I asked them: Why did you do that? It cannot be! Our mother is a good mother, why stillpermit her to commit a sin.

Q: After that what happened next?

A: They told me that they are not going to pursue with it and I told them it cannot be reallydone."

9

Domingos testimony was corroborated by his brother Felipe Arciaga who testified that their motherwas already dead when her thumbmark was affixed on the document of sale, thus:


11/39

"Q: Did you hear any conversation between Domingo and your sisters holding thedocument?

A: Yes, sir.

Q: What was the conversation that you heard?

A: My brother said that it should not be thumbmarked since my mother is already dead. Mysisters Virginia and Juanita replied that the thumb marking will no longer proceed."

10

Upon the other hand, petitioners maintain that Claudia voluntarily affixed her thumbmark onthe Deeds of Conditional and Absolute Sale which were notarized by Atty. Jaime Fresnedi.and Absolute Sale which were notarized by Atty. Jaime Fresnedi. Virginia Arciaga Andres,daughter of Claudia, testified that she took care of her mother. Five (5) months prior to theexecution of the Conditional Deed of Sale on March 28, 1983, her parents informed her andher siblings that they would sell their land. After the sale, her brother Felipe Neriborrowed P50,000.00 from their father. Her father signed the two documents of sale, whileher mother affixed her thumbmark thereon. Then Atty. Jaime Fresnedi notarized the

Conditional Deed of Sale in his office, while the Deed of Absolute Sale was notarized in herhouse. Her brothers (respondents herein) were all notified of the sale.

111awphi1.nt

Atty. Jaime Fresnedi testified that he notarized the subject documents and knew that Claudiaaffixed her thumbmark thereon, thus:

"Q: What is the importance of the signatures in these two (2) documents?

A: That the parties who executed these documents appeared before me, your Honor.

x x x

Q: And when did you notarize the said document, this Deed of Absolute Sale dated April 19,1983?

A: It was notarized in the same date.

Q: Where was it notarized?

A: It was also notarized in my office.

A: Yes, sir.12

x x x

Q: Do you know personally Claudia Arciaga, the wife of Emilio Arciaga?

A: No, I do not know her personally.

x x x
http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt10http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt10http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt10http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt11http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt11http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt12http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt12http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt12http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt12http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt11http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt10


12/39

Q: Prior to the execution of this document, Absolute Deed of Sale dated April 19, 1983, haveyou not met Claudia Rivera?

A: I cannot remember.

x x x

Q: When you notarized this document on April 19, 1983, did you talk to Claudia Rivera?

A: I cannot remember.13

x x x

COURT:

Q: Did you ascertain whether the person who affixed that thumbmark was really CLAUDIAARCIAGA?

A: Yes, your Honor.

Q: What means did you take to ascertain that the one who affixed that thumbmark wasCLAUDIA ARCIAGA?

A: Because, your Honor, when there is a party, not necessarily your Honor in this case,whenever a party would request me to prepare a document and notarize such document, Iasked his name and he answered. Let us say for example, this Mr. dela Cruz, he says he isMr. dela Cruz or Mrs. Arciaga. That thru that introduction I knew that they were the ones whoaffixed their signatures or affix their thumbmarks.

Q: In this particular case, did you do that?

A: Yes, your Honor."14

The Court of Appeals, reversing the trial court, held that respondents were able to prove that ClaudiaArciaga could not have affixed her thumbmark voluntarily on the Conditional Deed of Sale as "shewas already very ill and bedridden and could not anymore give her consent thereto;" and that "the

Absolute Deed of Sale was thumbmarked when she was already dead."

While it is true that Claudia was sick and bedridden, respondents failed to prove that she could nolonger understand the terms of the contract and that she did not affix her thumbmark thereon.Unfortunately, they did not present the doctor or the nurse who attended to her to confirm thatindeed she was mentally and physically incapable of entering into a contract. Mere weakness of

mind alone, without imposition of fraud, is not a ground for vacating a contract.15Only if there isunfairness in the transaction, such as gross inadequacy of consideration, the low degree ofintellectual capacity of the party, may be taken into consideration for the purpose of showing suchfraud as will afford a ground for annulling a contract.

16Hence, a person is not incapacitated to enter

into a contract merely because of advanced years or by reason of physical infirmities, unless suchage and infirmities impair his mental faculties to the extent that he is unable to properly, intelligentlyand fairly understand the provisions of said contract. Respondents failed to show that Claudia wasdeprived of reason or that her condition hindered her from freely exercising her own will at the timeof the execution of the Deed of Conditional Sale.
http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt13http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt13http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt13http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt14http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt14http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt14http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt15http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt15http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt15http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt16http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt16http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt16http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt16http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt15http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt14http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt13


13/39

Also, it is of no moment that Claudia merely affixed her thumbmark on the document. The signaturemay be made by a persons cross or mark even though he is able to read and write and is valid if thedeed is in all other respects a valid one.

17

Significantly, there is no evidence showing that Claudia was forced or coerced in affixing herthumbmark on the Deed of Conditional Sale.

Respondents insist that their mother died in the morning of April 19, 1983, hence, she could nolonger affix her thumbmark on the Deed of Absolute Sale. Petitioners, however, maintain that shedied in the evening of that day and that she affixed her thumbmark on the deed in the morning ofthat same day.

Respondents should have offered in evidence the Certificate of Death of Claudia to show the exactdate and time of her death. Again, they should have presented the attending physician to testifywhether or not Claudia could still affix her thumbmark then.

As earlier mentioned, the burden is on the respondents to prove the lack of capacity on the part ofClaudia to enter into a contract. And in proving this, they must offer clear and convincing evidence.

This they failed to do.

The Court of Appeals also held that there is inconsistency in the testimonies of Virginia Arciaga andAtty. Jaime Fresnedi. While Virginia testified that the Deed of Absolute Sale was notarized in herhouse where Claudia lived, Atty. Fresnedi declared on the witness stand that he notarized thedocument in his office. The Appellate Court concluded that such inconsistency clearly shows thatClaudia did not voluntarily affix her thumbmark on the document of absolute sale.

Records disclose, however, that when Atty. Fresnedi testified in court, nine (9) years had passedfrom the time he notarized the Deed of Absolute Sale. Considering the length of time that passedand the numerous documents he must have notarized, his failure to remember exactly where henotarized the contract of sale is understandable. Thus, we cannot sustain the finding and conclusionof the Court of Appeals on this point. l^vvphi1.net

In Chilianchin vs. Coquinco,18

this Court held that a notarial document must be sustained in full forceand effect so long as he who impugns it does not present strong, complete, and conclusive proof ofits falsity or nullity on account of some flaws or defects provided by law. Here, respondents failed topresent such proof.

It bears emphasis that a notarized Deed of Absolute Sale has in its favor the presumption ofregularity, and it carries the evidentiary weight conferred upon it with respect to its execution .19

All told, we are convinced and so hold that there was consent on the part of Claudia Arciaga whenshe executed the Conditional Deed of Sale and the Deed of Absolute Sale being assailed byrespondents. These documents, therefore, are valid.

WHEREFORE, the challenged Decision of the Court of Appeals in CA-G.R. CV No. 55668 isREVERSED. The Decision of the RTC, Branch 62, Makati City dismissing respondents complaint is

AFFIRMED.

SO ORDERED.
http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt17http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt17http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt17http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt18http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt18http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt18http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt19http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt19http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt19http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt19http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt18http://www.lawphil.net/judjuris/juri2005/jan2005/gr_145017_2005.html#fnt17


14/39

G.R. No. 135634 May 31, 2000

HEIRS OF JUAN SAN ANDRES (VICTOR S. ZIGA) and SALVACION S. TRIA,petitioners,vs.VICENTE RODRIGUEZ,respondent.

MENDOZA, J.:

This is a petition for review on certiorari of the decision of the Court of Appeals1reversing the

decision of the Regional Trial Court, Naga City, Branch 19, in Civil Case No. 87-1335, as well as theappellate court's resolution denying reconsideration.

The antecedent facts are as follows:

Juan San Andres was the registered owner of Lot No. 1914-B-2 situated in Liboton, Naga City. OnSeptember 28, 1964, he sold a portion thereof, consisting of 345 square meters, to respondent

Vicente S. Rodriguez for P2,415.00. The sale is evidenced by a Deed of Sale. 2

Upon the death of Juan San Andres on May 5, 1965, Ramon San Andres was appointed judicialadministrator of the decedent's estate in Special Proceedings No. R-21, RTC, Branch 19, Naga City.Ramon San Andres engaged the services of a geodetic engineer, Jose Peero, to prepare aconsolidated plan (Exh. A) of the estate. Engineer Peero also prepared a sketch plan of the 345-square meter lot sold to respondent. From the result of the survey, it was found that respondent hadenlarged the area which he purchased from the late Juan San Andres by 509 square meters. 3

Accordingly, the judicial administrator sent a letter,4dated July 27, 1987, to respondent demanding

that the latter vacate the portion allegedly encroached by him. However, respondent refused to doso, claiming he had purchased the same from the late Juan San Andres. Thereafter, on November

24, 1987, the judicial administrator brought an action, in behalf of the estate of Juan San Andres, forrecovery of possession of the 509-square meter lot.

In his Re-amended Answer filed on February 6, 1989, respondent alleged that apart from the 345-square meter lot which had been sold to him by Juan San Andres on September 28, 1964, the latterlikewise sold to him the following day the remaining portion of the lot consisting of 509 squaremeters, with both parties treating the two lots as one whole parcel with a total area of 854 squaremeters. Respondent alleged that the full payment of the 509-square meter lot would be effectedwithin five (5) years from the execution of a formal deed of sale after a survey is conducted over saidproperty. He further alleged that with the consent of the former owner, Juan San Andres, he tookpossession of the same and introduced improvements thereon as early as 1964.

As proof of the sale to him of 509 square meters, respondent attached to his answer a receipt (Exh.2)5signed by the late Juan San Andres, which reads in full as follows:

Received from Vicente Rodriguez the sum of Five Hundred (P500.00) Pesosrepresenting an advance payment for a residential lot adjoining his previously paid loton three sides excepting on the frontage with the agreed price of Fifteen (15.00)Pesos per square meter and the payment of the full consideration based on a surveyshall be due and payable in five (5) years period from the execution of the formal
http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt1http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt1http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt1http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt2http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt2http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt2http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt3http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt3http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt3http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt4http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt4http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt4http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt5http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt5http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt5http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt5http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt4http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt3http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt2http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt1


15/39

deed of sale; and it is agreed that the expenses of survey and its approval by theBureau of Lands shall be borne by Mr. Rodriguez.

Naga City, September 29, 1964.

Respondent also attached to his answer a letter of judicial administrator Ramon San Andres

(Exh. 3),6asking payment of the balance of the purchase price. The letter reads:

Dear Inting,

Please accommodate my request for Three Hundred (P300.00) Pesos as I am inneed of funds as I intimated to you the other day.

We will just adjust it with whatever balance you have payable to the subdivision.

Thanks.

Respondent deposited in court the balance of the purchase price amounting to P7,035.00 for the

aforesaid 509-square meter lot.

While the proceedings were pending, judicial administrator Ramon San Andres died and wassubstituted by his son Ricardo San Andres. On the other band, respondent Vicente Rodriguez diedon August 15, 1989 and was substituted by his heirs.

7

Petitioner, as plaintiff, presented two witnesses. The first witness, Engr. Jose Peero,8testified thatbased on his survey conducted sometime between 1982 and 1985, respondent had enlarged thearea which he purchased from the late Juan San Andres by 509 square meters belonging to thelatter's estate. According to Peero, the titled property (Exh. A-5) of respondent was enclosed with afence with metal holes and barbed wire, while the expanded area was fenced with barbed wire andbamboo and light materials.

The second witness, Ricardo San Andres,9administrator of the estate, testified that respondent had

not filed any claim before Special Proceedings No. R-21 and denied knowledge of Exhibits 2 and 3.However, he recognized the signature in Exhibit 3 as similar to that of the former administrator,Ramon San Andres. Finally, he declared that the expanded portion occupied by the family ofrespondent is now enclosed with barbed wire fence unlike before where it was found without fence.

On the other hand, Bibiana B. Rodriguez,10

widow of respondent Vicente Rodriguez, testified thatthey had purchased the subject lot from Juan San Andres, who was their compadre, on September29, 1964, at P15.00 per square meter. According to her, they gave P500.00 to the late Juan San

Andres who later affixed his signature to Exhibit 2. She added that on March 30, 1966; Ramon SanAndres wrote them a letter asking for P300.00 as partial payment for the subject lot, but they were

able to give him only P100.00. She added that they had paid the total purchase price of P7,035.00on November 21, 1988 by depositing it in court. Bibiana B. Rodriquez stated that they had been inpossession of the 509-square meter lot since 1964 when the late Juan San Andres signed thereceipt. (Exh. 2) Lastly, she testified that they did not know at that time the exact area sold to thembecause they were told that the same would be known after the survey of the subject lot.

On September 20, 1994, the trial court11

rendered judgment in favor of petitioner. It ruled that therewas no contract of sale to speak of for lack of a valid object because there was no sufficient
http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt6http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt6http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt7http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt7http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt7http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt8http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt8http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt8http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt9http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt9http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt9http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt10http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt10http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt10http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt11http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt11http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt11http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt11http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt10http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt9http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt8http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt7http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt6


16/39

indication in Exhibit 2 to identify the property subject of the sale, hence, the need to execute a newcontract.

Respondent appealed to the Court of Appeals, which on April 21, 1998 rendered a decisionreversing the decision of the trial court. The appellate court held that the object of the contract wasdeterminable, and that there was a conditional sale with the balance of the purchase price payable

within five years from the execution of the deed of sale. The dispositive portion of its decision'sreads:

IN VIEW OF ALL THE FOREGOING, the judgment appealed from is herebyREVERSED and SET ASIDE and a new one entered DISMISSING the complaintand rendering judgment against the plaintiff-appellee:

1. to accept the P7,035.00 representing the balance of the purchase price of theportion and which is deposited in court under Official Receipt No. 105754 (page 122,Records);

2. to execute the formal deed of sale over the said 509 square meter portion of Lot

1914-B-2 in favor of appellant Vicente Rodriguez;

3. to pay the defendant-appellant the amount of P50,000.00 as damages andP10,000.00 attorney's fees as stipulated by them during the trial of this case; and

4. to pay the costs of the suit.

SO ORDERED.

Hence, this petition. Petitioner assigns the following errors as having been allegedly committed bythe trial court:

I. THE HON. COURT OF APPEALS ERRED IN HOLDING THATTHE DOCUMENT (EXHIBIT "2") IS A CONTRACT TO SELLDESPITE ITS LACKING ONE OF THE ESSENTIAL ELEMENTS OF

A CONTRACT, NAMELY, OBJECT CERTAIN AND SUFFICIENTLYDESCRIBED.

II. THE HON. COURT OF APPEALS ERRED IN HOLDING THATPETITIONER IS OBLIGED TO HONOR THE PURPORTEDCONTRACT TO SELL DESPITE NON-FULFILLMENT BYRESPONDENT OF THE CONDITION THEREIN OF PAYMENT OFTHE BALANCE OF THE PURCHASE PRICE.

III. THE HON. COURT OF APPEALS ERRED IN HOLDING THATCONSIGNATION WAS VALID DESPITE NON-COMPLIANCE WITHTHE MANDATORY REQUIREMENTS THEREOF.

IV. THE HON. COURT OF APPEALS ERRED IN HOLDING THATLACHES AND PRESCRIPTION DO NOT APPLY TO RESPONDENTWHO SOUGHT INDIRECTLY TO ENFORCE THE PURPORTEDCONTRACT AFTER THE LAPSE OF 24 YEARS.


17/39

The petition has no merit.

First. Art. 1458 of the Civil Code provides:

By the contract of sale one of the contracting parties obligates himself to transfer theownership of and to deliver a determinate thing, and the other to pay therefor a price

certain in money or its equivalent.

A contract of sale may be absolute or conditional.

As thus defined, the essential elements of sale are the following:

a) Consent or meeting of the minds, that is, consent to transfer ownership inexchange for the price;

b) Determinate subject matter; and,

c) Price certain in money or its equivalent.12

As shown in the receipt, dated September 29, 1964, the late Juan San Andres received P500.00from respondent as "advance payment for the residential lot adjoining his previously paid lot on threesides excepting on the frontage; the agreed purchase price was P15.00 per square meter; and thefull amount of the purchase price was to be based on the results of a survey and would be due andpayable in five (5) years from the execution of a deed of sale.

Petitioner contends, however, that the "property subject of the sale was not described with sufficientcertainty such that there is a necessity of another agreement between the parties to finally ascertainthe identity; size and purchase price of the property which is the object of the alleged sale."

1He

argues that the "quantity of the object is not determinate as in fact a survey is needed to determineits exact size and the full purchase price therefor"14In support of his contention, petitioner cites the

following provisions of the Civil Code:

Art. 1349. The object of every contract must be determinate as to its kind. The factthat the quantity is not determinable shall not be an obstacle to the existence of acontract, provided it is possible to determine the same without the need of a newcontract between the parties.

Art. 1460. . . . The requisite that a thing be determinate is satisfied if at the time thecontract is entered into, the thing is capable of being made determinate without thenecessity of a new and further agreement between the parties.

Petitioner's contention is without merit. There is no dispute that respondent purchased a portion of

Lot 1914-B-2 consisting of 345 square meters. This portion is located in the middle of Lot 1914-B-2,which has a total area of 854 square meters, and is clearly what was referred to in the receipt as the"previously paid lot." Since the lot subsequently sold to respondent is said to adjoin the "previouslypaid lot" on three sides thereof, the subject lot is capable of being determined without the need ofany new contract. The fact that the exact area of these adjoining residential lots is subject to theresult of a survey does not detract from the fact that they are determinate or determinable. As theCourt of Appeals explained:

15
http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt12http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt12http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt12http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnthttp://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnthttp://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnthttp://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt14http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt14http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt14http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt15http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt15http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt15http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt15http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt14http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnthttp://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt12


18/39

Concomitantly, the object of the sale is certain and determinate. Under Article 1460of the New Civil Code, a thing sold is determinate if at the time the contract isentered into, the thing is capable of being determinate without necessity of a new orfurther agreement between the parties. Here, this definition finds realization.

Appellee's Exhibit "A" (page 4, Records) affirmingly shows that the original 345 sq.

m. portion earlier sold lies at the middle of Lot 1914-B-2 surrounded by the remainingportion of the said Lot 1914-B-2 on three (3) sides, in the east, in the west and in thenorth. The northern boundary is a 12 meter road. Conclusively, therefore, this is theonly remaining 509 sq. m. portion of Lot 1914-B-2 surrounding the 345 sq. m. lotinitially purchased by Rodriguez. It is quite difined, determinate and certain. Withal,this is the same portion adjunctively occupied and possessed by Rodriguez sinceSeptember 29, 1964, unperturbed by anyone for over twenty (20) years until appelleeinstituted this suit.

Thus, all of the essential elements of a contract of sale are present, i.e., that there was a meeting ofthe minds between the parties, by virtue of which the late Juan San Andres undertook to transferownership of and to deliver a determinate thing for a price certain in money. As Art. 1475 of the CivilCode provides:

The contract of sale is perfected at the moment there is a meeting of minds upon thething which is the object of the contract and upon the price. . . .

That the contract of sale is perfected was confirmed by the former administrator of the estates,Ramon San Andres, who wrote a letter to respondent on March 30, 1966 asking for P300.00 aspartial payment for the subject lot. As the Court of Appeals observed:

Without any doubt, the receipt profoundly speaks of a meeting of the mind betweenSan Andres and Rodriguez for the sale of the property adjoining the 345 squaremeter portion previously sold to Rodriguez on its three (3) sides excepting thefrontage. The price is certain, which is P15.00 per square meter. Evidently, this is a

perfected contract of sale on a deferred payment of the purchase price. All the pre-requisite elements for a valid purchase transaction are present. Sale does not requireany formal document for its existence and validity. And delivery of possession of landsold is a consummation of the sale (Galar vs. Husain, 20 SCRA 186 [1967]). Aprivate deed of sale is a valid contract between the parties (Carbonell v. CA, 69SCRA 99 [1976]).

In the same vein, after the late Juan R. San Andres received the P500.00downpayment on March 30, 1966, Ramon R. San Andres wrote a letter to Rodriguezand received from Rodriguez the amount of P100.00 (although P300.00 was beingrequested) deductible from the purchase price of the subject portion. Enrique delCastillo, Ramon's authorized agent, correspondingly signed the receipt for the

P100.00. Surely, this is explicitly a veritable proof of he sale over the remainingportion of Lot 1914-B-2 and a confirmation by Ramon San Andres of the existencethereof.

16

There is a need, however, to clarify what the Court of Appeals said is a conditional contract of sale.Apparently, the appellate court considered as a "condition" the stipulation of the parties that the fullconsideration, based on a survey of the lot, would be due and payable within five (5) years from theexecution of a formal deed of sale. It is evident from the stipulations in the receipt that the vendorJuan San Andres sold the residential lot in question to respondent and undertook to transfer the
http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt16http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt16http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt16http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt16


19/39

ownership thereof to respondent without any qualification, reservation or condition. InAng YuAsuncion v. Court of Appeals,

17we held:

In Dignos v. Court of Appeals (158 SCRA 375), we have said that, althoughdenominated a "Deed of Conditional Sale," a sale is still absolute where the contractis devoid of anyproviso that title is reserved or the right to unilaterally rescind is

stipulated, e.g., until or unless the price is paid. Ownership will then be transferred tothe buyer upon actual or constructive delivery (e.g., by the execution of a publicdocument) of the property sold. Where the condition is imposed upon the perfectionof the contract itself, the failure of the condition would prevent such perfection. If thecondition is imposed on the obligation of a party which is not fulfilled, the other partymay either waive the condition or refuse to proceed with the sale. (Art. 1545, CivilCode).

Thus, in. one case, when the sellers declared in a "Receipt of Down Payment" that they received anamount as purchase price for a house and lot without any reservation of title until full payment of theentire purchase price, the implication was that they sold their property.

18In People's Industrial

Commercial Corporation v. Court of Appeals,19

it was stated:

A deed of sale is considered absolute in nature where there is neither a stipulation inthe deed that title to the property sold is reserved in the seller until full payment of theprice, nor one giving the vendor the right to unilaterally resolve the contract themoment the buyer fails to pay within a fixed period.

Applying these principles to this case, it cannot be gainsaid that the contract of sale between theparties is absolute, not conditional. There is no reservation of ownership nor a stipulation providingfor a unilateral rescission by either party. In fact, the sale was consummated upon the delivery of thelot to respondent.

20Thus, Art. 1477 provides that the ownership of the thing sold shall be transferred

to the vendee upon the actual or constructive delivery thereof.

The stipulation that the "payment of the full consideration based on a survey shall be due and

payable in five (5) years from the execution of a formal deed of sale" is not a condition which affectsthe efficacy of the contract of sale. It merely provides the manner by which the full consideration is tobe computed and the time within which the same is to be paid. But it does not affect in any mannerthe effectivity of the contract. Consequently, the contention that the absence of a formal deed of salestipulated in the receipt prevents the happening of a sale has no merit.

Second. With respect to the contention that the Court of Appeals erred in upholding the validity of aconsignation of P7,035.00 representing the balance of the purchase price of the lot, nowhere in thedecision of the appellate court is there any mention of consignation. Under Art. 1257 of this CivilCode, consignation is proper only in cases where an existing obligation is due. In this case,however, the contracting parties agreed that full payment of purchase price shall be due and payablewithin five (5) years from the execution of a formal deed of sale. At the time respondent deposited

the amount of P7,035.00 in the court, no formal deed of sale had yet been executed by the parties,and, therefore, the five-year period during which the purchase price should be paid had notcommenced. In short, the purchase price was not yet due and payable.

This is not to say, however, that the deposit of the purchase price in the court is erroneous. TheCourt of Appeals correctly ordered the execution of a deed of sale and petitioners to accept theamount deposited by respondent.
http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt17http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt17http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt17http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt18http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt18http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt18http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt19http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt19http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt19http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt20http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt20http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt20http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt20http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt19http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt18http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt17


20/39

Third. The claim of petitioners that the price of P7,035.00 is iniquitous is untenable. The amount isbased on the agreement of the parties as evidenced by the receipt (Exh. 2). Time and again, wehave stressed the rule that a contract is the law between the parties, and courts have no choice butto enforce such contract so long as they are not contrary to law, morals, good customs or publicpolicy. Otherwise, court would be interfering with the freedom of contract of the parties. Simply put,courts cannot stipulate for the parties nor amend the latter's agreement, for to do so would be to alter

the real intentions of the contracting parties when the contrary function of courts is to give force andeffect to the intentions of the parties.

Fourth. Finally, petitioners argue that respondent is barred by prescription and laches from enforcingthe contract. This contention is likewise untenable. The contract of sale in this case is perfected, andthe delivery of the subject lot to respondent effectively transferred ownership to him. For this reason,respondent seeks to comply with his obligation to pay the full purchase price, but because the deedof sale is yet to be executed, he deemed it appropriate to deposit the balance of the purchase pricein court. Accordingly, Art. 1144 of the Civil Code has no application to the instantcase.

21Considering that a survey of the lot has already been conducted and approved by the

Bureau of Lands, respondent's heirs, assign or successors-in-interest should reimburse theexpenses incurred by herein petitioners, pursuant to the provisions of the contract.

WHEREFORE, the decision of the Court of Appeals is AFFIRMED with the modification thatrespondent is ORDERED to reimburse petitioners for the expenses of the survey.

SO ORDERED.
http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt21http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt21http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt21http://www.lawphil.net/judjuris/juri2000/may2000/gr_135634_2000.html#fnt21


21/39

G.R. No. 126376 November 20, 2003

SPOUSES BERNARDO BUENAVENTURA and CONSOLACION JOAQUIN, SPOUSES JUANITOEDRA and NORA JOAQUIN, SPOUSES RUFINO VALDOZ and EMMA JOAQUIN, andNATIVIDAD JOAQUIN,petitioners,vs.

COURT OF APPEALS, SPOUSES LEONARDO JOAQUIN and FELICIANA LANDRITO,SPOUSES FIDEL JOAQUIN and CONCHITA BERNARDO, SPOUSES TOMAS JOAQUIN andSOLEDAD ALCORAN, SPOUSES ARTEMIO JOAQUIN and SOCORRO ANGELES, SPOUSESALEXANDER MENDOZA and CLARITA JOAQUIN, SPOUSES TELESFORO CARREON andFELICITAS JOAQUIN, SPOUSES DANILO VALDOZ and FE JOAQUIN, and SPOUSES GAVINOJOAQUIN and LEA ASIS,respondents.

D E C I S I O N

CARPIO, J .:

The Case

This is a petition for review on certiorari1to annul the Decision

2dated 26 June 1996 of the Court of

Appeals in CA-G.R. CV No. 41996. The Court of Appeals affirmed the Decision3dated 18 February1993 rendered by Branch 65 of the Regional Trial Court of Makati ("trial court") in Civil Case No. 89-5174. The trial court dismissed the case after it found that the parties executed the Deeds of Sale forvalid consideration and that the plaintiffs did not have a cause of action against the defendants.

The Facts

The Court of Appeals summarized the facts of the case as follows:

Defendant spouses Leonardo Joaquin and Feliciana Landrito are the parents of plaintiffs

Consolacion, Nora, Emma and Natividad as well as of defendants Fidel, Tomas, Artemio, Clarita,Felicitas, Fe, and Gavino, all surnamed JOAQUIN. The married Joaquin children are joined in thisaction by their respective spouses.

Sought to be declared null and void ab initio are certain deeds of sale of real property executed bydefendant parents Leonardo Joaquin and Feliciana Landrito in favor of their co-defendant childrenand the corresponding certificates of title issued in their names, to wit:

1. Deed of Absolute Sale covering Lot 168-C-7 of subdivision plan (LRC) Psd-256395executed on 11 July 1978, in favor of defendant Felicitas Joaquin, for a considerationof P6,000.00 (Exh. "C"), pursuant to which TCT No. [36113/T-172] was issued in her name(Exh. "C-1");

2. Deed of Absolute Sale covering Lot 168-I-3 of subdivision plan (LRC) Psd-256394executed on 7 June 1979, in favor of defendant Clarita Joaquin, for a considerationof P1[2],000.00 (Exh. "D"), pursuant to which TCT No. S-109772 was issued in her name(Exh. "D-1");

3 Deed of Absolute Sale covering Lot 168-I-1 of subdivision plan (LRC) Psd-256394executed on 12 May 1988, in favor of defendant spouses Fidel Joaquin and Conchita
http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt1http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt1http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt1http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt2http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt2http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt3http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt2http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt1


22/39

Bernardo, for a consideration of P54,[3]00.00 (Exh. "E"), pursuant to which TCT No. 155329was issued to them (Exh. "E-1");

4. Deed of Absolute Sale covering Lot 168-I-2 of subdivision plan (LRC) Psd-256394executed on 12 May 1988, in favor of defendant spouses Artemio Joaquin and Socorro

Angeles, for a consideration ofP[54,3]00.00 (Exh. "F"), pursuant to which TCT No. 155330

was issued to them (Exh. "F-1"); and

5. Absolute Sale of Real Property covering Lot 168-C-4 of subdivision plan (LRC) Psd-256395 executed on 9 September 1988, in favor of Tomas Joaquin, for a considerationof P20,000.00 (Exh. "G"), pursuant to which TCT No. 157203 was issued in her name (Exh."G-1").

6. Deed of Absolute Sale covering Lot 168-C-1 of subdivision plan (LRC) Psd-256395executed on 7 October 1988, in favor of Gavino Joaquin, for a consideration of P25,000.00(Exh. "K"), pursuant to which TCT No. 157779 was issued in his name (Exh. "K-1").]

In seeking the declaration of nullity of the aforesaid deeds of sale and certificates of title, plaintiffs, in

their complaint, aver:

- XX-

The deeds of sale, Annexes "C," "D," "E," "F," and "G," [and "K"] are simulated as they are, areNULL AND VOIDAB INITIO because

a) Firstly, there was no actual valid consideration for the deeds of sale xxx over theproperties in litis;

b) Secondly, assuming that there was consideration in the sums reflected in the questioneddeeds, the properties are more than three-fold times more valuable than the measly sums

appearing therein;

c) Thirdly, the deeds of sale do not reflect and express the true intent of the parties (vendorsand vendees); and

d) Fourthly, the purported sale of the properties in litis was the result of a deliberateconspiracy designed to unjustly deprive the rest of the compulsory heirs (plaintiffs herein) oftheir legitime.

- XXI -

Necessarily, and as an inevitable consequence, Transfer Certificates of Title Nos. 36113/T-172, S-

109772, 155329, 155330, 157203 [and 157779] issued by the Registrar of Deeds over the propertiesin litis xxx are NULL AND VOID AB INITIO.

Defendants, on the other hand aver (1) that plaintiffs do not have a cause of action against them aswell as the requisite standing and interest to assail their titles over the properties in litis; (2) that thesales were with sufficient considerations and made by defendants parents voluntarily, in good faith,and with full knowledge of the consequences of their deeds of sale; and (3) that the certificates oftitle were issued with sufficient factual and legal basis.4(Emphasis in the original)
http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt4http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt4http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt4http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt4


23/39

The Ruling of the Trial Court

Before the trial, the trial court ordered the dismissal of the case against defendant spouses GavinoJoaquin and Lea Asis.5Instead of filing an Answer with their co-defendants, Gavino Joaquin and Lea

Asis filed a Motion to Dismiss.6In granting the dismissal to Gavino Joaquin and Lea Asis, the trial

court noted that "compulsory heirs have the right to a legitime but such right is contingent since said

right commences only from the moment of death of the decedent pursuant to Article 777 of the CivilCode of the Philippines."

7

After trial, the trial court ruled in favor of the defendants and dismissed the complaint. The trial courtstated:

In the first place, the testimony of the defendants, particularly that of the xxx father will show that theDeeds of Sale were all executed for valuable consideration. This assertion must prevail over thenegative allegation of plaintiffs.

And then there is the argument that plaintiffs do not have a valid cause of action against defendantssince there can be no legitime to speak of prior to the death of their parents. The court finds this

contention tenable. In determining the legitime, the value of the property left at the death of thetestator shall be considered (Art. 908 of the New Civil Code). Hence, the legitime of a compulsoryheir is computed as of the time of the death of the decedent. Plaintiffs therefore cannot claim animpairment of their legitime while their parents live.

All the foregoing considered, this case is DISMISSED.

In order to preserve whatever is left of the ties that should bind families together, the counterclaim islikewise DISMISSED.

No costs.

SO ORDERED.8

The Ruling of the Court of Appeals

The Court of Appeals affirmed the decision of the trial court.1wphi1The appellate court ruled:

To the mind of the Court, appellants are skirting the real and decisive issue in this case, which is,whether xxx they have a cause of action against appellees.

Upon this point, there is no question that plaintiffs-appellants, like their defendant brothers andsisters, are compulsory heirs of defendant spouses, Leonardo Joaquin and Feliciana Landrito, whoare their parents. However, their right to the properties of their defendant parents, as compulsory

heirs, is merely inchoate and vests only upon the latters death. While still alive, defendant parentsare free to dispose of their properties, provided that such dispositions are not made in fraud ofcreditors.

Plaintiffs-appellants are definitely not parties to the deeds of sale in question. Neither do they claimto be creditors of their defendant parents. Consequently, they cannot be considered as real partiesin interest to assail the validity of said deeds either for gross inadequacy or lack of consideration orfor failure to express the true intent of the parties. In point is the ruling of the Supreme Court inVelarde, et al. vs. Paez, et al., 101 SCRA 376, thus:
http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt5http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt5http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt5http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt6http://www.lawphil.net/judjuris/juri2003/nov2003/gr_126376_2003.html#fnt6http://www.lawphil.net/judjuris/juri2003/nov2003/gr_

Spouses Firme

Documents

Transcript of Spouses Firme