REPUBLIC OF THE PHILIPPINES

REGIONAL TRIAL COURT

NATIONAL CAPITAL REGION
BRANCH 05
NAVOTAS CITY

ANNE GI,
PLAINTIFF,

CIVIL CASE NO. 12557

FOR: DECLARATION OF ANNULMENT
OF CONTRACTS WITH DAMAGES

-VERSUSIGME REGAN,
DEFENDANT,
x----------------------------------x
PLAINTIFFS MEMORANDUM
In compliance with the order of the Honourable court, plaintiff thru counsel most respectfully submits
this memorandum and state:
The sale of a conjugal property requires the consent of both the husband and the wife. The absence of
the consent of one renders the sale null and void, while the vitiation thereof makes it merely voidable.
Only in the latter case can ratification cure the defect.
STATEMENT OF THE CASE
On November 9, 2009, Plaintiff Anne Gi filed an action for annulment of contract with damages against
defendant Igme Regan. The said Complaint sought the declaration of a certain deed of sale, which
involved the conjugal property of plaintiff and her husband, null and void. The case was raffled to the
Regional Trial Court of Navotas City, Branch 05.
THE PARTIES
1. Anne Gi, herein referred to as petitioner is 35 years old of legal age, married, accountant and
with residence and postal address at Barangay Talipapa, Tugatug Subdivision, Smokey Mountain
Drive, North Harbor, Navotas City where she can be served with legal processes and notices
issued by this Honourable Court;
2. Igme Regan herein referred to as respondent is 35 years old of legal age, married, professional
cultural dancer and with residence and postal address at 106 Barrio Marigondon Espana Manila

STATEMENT OF FACTS
The facts of this case are simple. Over the objection of the plaintiff and while she was in United States to
give birth, her husband sold to the defendant their conjugal property, consisting of the townhouse. The
circumstances of this sale are set forth as follows:
1. Gigi Gi is the registered owner of the townhouse unit located at Barangay Talipapa, Tugatug
Subdivision, Smokey Mountain Drive, North Harbor, Navotas City

2. That the plaintiff is married to Gigi Gi

3. That the subject townhouse was their conjugal property
4. That the Defendant, Igme Regan, has been friends with the spouses, since high school days;
5. Sometime in January 2009, when defendant visited the townhouse unit of plaintiff, the latter
told the former of their plan to sell the said property. Immediately after, defendant told the
spouses Gi that he will buy the said townhouse should they finally decide to sell the same;
6. In April 2009, plaintiff called defendant informing him that they have finally found a house and
asked him if he was still interested to buy the townhouse for Three Million Pesos
(P3,000,000.00). Defendant immediately replied yes to plaintiff and shall call back when the
Deed of Sale and Managers check are ready;
7. In June 2009, plaintiff went to the United States to give birth;
8. In July 2009, defendant met up with Gigi Gi. The latter signed the Deed of Sale after the former
handed to him the managers check for Three Million Pesos;
9. Defendant was able to get the Certificate of Title which was under the name of Gigi Gi only.
Subsequently, defendant transferred said Certificate of Title to his name;
10. In October 2009, plaintiff returned to the Philippines and called defendant to tell him that they
were not interested in selling the townhouse anymore and that they will return the money in
cash. However, defendant refused to accept the money because the sale has been
consummated;
11. Plaintiff filed a suit for annulment of Contract of Sale against defendant.

ISSUES
1. Whether or not the contract of sale was voidable?
2. Does the townhouse form part of the conjugal properties of the spouses Gigi and Anna Gi?
3. May Gigi Gi validly sell the condominium unit to the defendant, Regan, without the consent of
plaintiff Anna Gi, wife?
4. Was the sale consummated between plaintiff and her husband and the herein defendant Mr.
Regan?

ARGUMENTS
The petition is bereft of merit.
First Issue: Void or Voidable Contract?
Defendant insists that the questioned Deed of Sale was validly executed by the parties-litigants in good
faith and for valuable consideration. The absence of plaintiffs consent merely rendered the Deed
voidable under Article 1390 of the Civil Code, which provides:
Art. 1390. The following contracts are voidable or annullable, even though there may
have been no damage to the contracting parties:
(2) Those where the consent is vitiated by mistake, violence, intimidation, undue
influence or fraud.
These contracts are binding, unless they are annulled by a proper action in court. They
are susceptible of ratification.(n)
The error in petitioners' contention is evident. Article 1390, par. 2, refers to contracts visited by vices of
consent,i.e., contracts which were entered into by a person whose consent was obtained and vitiated
through mistake, violence, intimidation, undue influence or fraud. In this instance, private respondent's
consent to the contract of sale of their conjugal property was totally inexistent or absent. This being the
case, said contract properly falls within the ambit of Article 124 of the Family Code,
Art. 124. The administration and enjoyment of the conjugal partnerhip properly shall belong to both
spouses jointly. In case of disgreement, the husband's decision shall prevail, subject recourse to the
court by the wife for proper remedy, which must be availed of within five years from the date of the
contract implementing such decision.
In the event that one spouse is incapacitated or otherwise unable to participate in the administration
of the conjugal properties, the other spouse may assume sole powers of administration. These powers
do not include the powers of disposition or encumbrance which must have the authority of the court or
the written consent of the other spouse. In the absence of such authority or consent, the disposition or
encumbrance shall be void. However, the transaction shall be construed as a continuing offer on the part
of the consenting spouse and the third person, and may be perfected as a binding contract upon the
acceptance by the other spouse or authorization by the court before the offer is withdrawn by either or
both offerors. (165a)
Comparing said law with its equivalent provision in the Civil Code, the trial court adroitly explained the
amendatory effect of the above provision in this wise:
The legal provision is clear. The disposition or encumbrance is void. It becomes still clearer if we
compare the same with the equivalent provision of the Civil Code of the Philippines. Under Article 166 of
the Civil Code, the husband cannot generally alienate or encumber any real property of the conjugal
partnership without the wife's consent. The alienation or encumbrance if so made however is not null
and void. It is merely voidable. The offended wife may bring an action to annul the said alienation or
encumbrance. Thus the provision of Article 173 of the Civil Code of the Philippines, to wit:
Art. 173. The wife may, during the marriage and within ten years from the transaction questioned, ask
the courts for the annulment of any contract of the husband entered into without her consent, when
such consent is required, or any act or contract of the husband which tends to defraud her or impair her
interest in the conjugal partnership property. Should the wife fail to exercise this right, she or her heirs

after the dissolution of the marriage, may demand the value of property fraudulently alienated by the
husband.(n)
This particular provision giving the wife ten (10) years . . . during [the] marriage to annul the alienation
or encumbrance was not carried over to the Family Code. It is thus clear that any alienation or
encumbrance made after August 3, 1988 when the Family Code took effect by the husband of the
conjugal partnership property without the consent of the wife is null and void.
In sum, the nullity of the contract of sale is premised on the absence of private respondent's consent. To
constitute a valid contract, the Civil Code requires the concurrence of the following elements: (1) cause,
(2) object, and (3) consent, 14 the last element being indubitably absent in the case at bar.

Second Issue: The townhouse forms part of the community property of the
Spouses Gigi and Anna Gi

The townhouse forms part of the community property of the spouses Gigi and Anna Gi.
While it may true that Gigi acquired the townhouse in 2000 while he was still single, it is now jointly
owned by the plaintiff spouses because Article 91 of the Family Code provides that the community
property shall consist of all property owned by the spouses at the time of the celebration of the
marriage. Thus:
Art. 91. Unless otherwise provided in this Chapter or in the marriage settlements, the
community property shall consist of all the property owned by the spouses at the time of the
celebration of the marriage or acquired thereafter. (197a)
While initially owned by the plaintiffs husband, Gigi, considering that he acquired the same in 2000
while he was then single, it forms part of the community property of the spouses because, as defined,
community property shall consist of all property owned by the spouses at the time of the celebration of
the marriage. Thus bringing the townhouse to the marriage, it now forms part of the absolute
community property of the spouses.

Third Issue:
Plaintiffs husband-Gigi Gi- could
not validly sell the townhouse
without first securing the consent of plaintiff.

There is no valid sale in this instance because Gigi Gi sold the townhouse-an absolute community
property- without first securing the consent of plaintiff Anna Gi. Article 96 of the Family Code is very
explicit in stating that the administration and enjoyment of the community property shall belong to both
spouses exclusively.
Art. 96. The administration and enjoyment of the community property shall belong to both
spouses jointly. In case of disagreement, the husband's decision shall prevail, subject to recourse

to the court by the wife for proper remedy, which must be availed of within five years from the
date of the contract implementing such decision.
In the event that one spouse is incapacitated or otherwise unable to participate in the
administration of the common properties, the other spouse may assume sole powers of
administration. These powers do not include disposition or encumbrance without authority of
the court or the written consent of the other spouse. In the absence of such authority or
consent, the disposition or encumbrance shall be void. However, the transaction shall be
construed as a continuing offer on the part of the consenting spouse and the third person, and
may be perfected as a binding contract upon the acceptance by the other spouse or
authorization by the court before the offer is withdrawn by either or both offerors.(206a)
(underscoring supplied)
If a spouse is incapacitated or otherwise unable to participate in the administration of the
community properties, the other spouse may assume sole powers of administration. However,
this assumption of the sole power to administer do not include disposition or encumbrance
without authority of the court or the written consent of the other spouse. In the absence of such
authority or consent, the disposition or encumbrance such as the sale of the condominium unit
in this case shall be void. The law, therefore, could not be any clearer. The transaction in this
case-which is a sale transaction-and being entered solely by the husband without the plaintiffs
consent is void.
In Jader-Manalo vs. Camaisa G.R. No. 147978 January 23, 2002, the Supreme Court ruled that
the law requires that the disposition of a conjugal property by the husband as administrator in
appropriate cases require the written consent of the wife, otherwise, the disposition is void.
Even if plaintiff Ms. Gi initially was the one who broached the idea of selling the property to Mr. Regan,
such conduct could and should not be construed as consent to the sale transaction. At this point, there
was no perfected contract of sale to speak of.
The Supreme Court in Jader-Manalo had occasion to state that even if the wife actively participated in
negotiating the sale of the subject properties therein, her written consent to the sale is required by law
for its validity.
The properties subject of the contracts in this case were conjugal; hence, for the contracts to sell to be
effective, the consent of both husband and wife must concur.
Respondent Norma Camaisa admittedly did not give her written consent to the sale. Even granting that
respondent Norma actively participated in negotiating for the sale of the subject properties, which she
denied, her written consent to the sale is required by law for its validity. Significantly, petitioner herself
admits that Norma refused to sign the contracts to sell. Respondent Norma may have been aware of the
negotiations for the sale of their conjugal properties. However, being merely aware of a transaction is
not consent
Mere knowledge of the transaction is not the consent required by law to validate the sale. Thus, even if
defendant Mr. Regan would strenuously contend that plaintiff Anna Gi actually knew o f the sale (and in
fact, was even the one who negotiated the sale), still that is not consent that the law requires to make
the transaction valid

Fourth Issue:
The sale between plaintiff and husband
and the defendant was not perfected

The sale between plaintiff and husband and the defendant was not perfected.
There is no contract when there is no consent of the contracting parties.
Article 1319 provides that consent is manifested by the meeting of the offer and the acceptance upon
the thing and the cause which are to constitute the contract. The offer must be certain and the
acceptance absolute.
In this case, defendant Mr. Regans acceptance of plaintiff spouses offer was not definite. When told
that plaintiffs spouses were now selling their townhouse and offered the price of P3 million, defendant
Regan MERELY told them (plaintiff) that he would call back once the deed of sale and managers check
were ready. There was, in effect, no definite and absolute acceptance (of the offer) BEFORE plaintiff left
for the United States.

Q: When did the actual negotiations for the sale of the townhouse start?
A: In April 2009, I called Mr. Regan and informed him that we finally found a
house. I told him that we were now selling our condo unit. Since he was still
interested in buying it, I offered it to him for P 3 million. He said that he will call
back once the deed of sale and managers check were ready.
At the time that defendant Regan called back to relay his acceptance of the offer, plaintiff Anna Gi was
no longer around. When she (Anna Gi) knew of the supposed acceptance (of the offer), she had by then
already withdrew the offer. Knowledge by the husband alone of defendants acceptance of the offer
would not suffice, as there was no consent from plaintiff anymore when the acceptance of the offer was
made by defendant Regan.
As was held in Malbaroa vs. Court of Appeals G.R. No. 125761, April 30, 2003:
The acceptance of an offer must be made known to the offeror. Unless the offeror knows of the
acceptance, there is no meeting of the minds of the parties, no real concurrence of offer and
acceptance. The offeror may withdraw its offer and revoke the same before acceptance thereof
by the offeree. The contract is perfected only from the time an acceptance of an offer is made
known to the offeror.

PRAYER
Wherefore, guided by the light of the foregoing premises, Plaintiff respectfully prayed as follows:
1. That the sale of the townhouse to the defendant be void
2. Damages awarded to the plaintiff
3. And all relief which is just and equitable under the premises are likewise prayed for.

City of Navotas , December 5, 2009

ATTY. DYANE ROSE ANN O. LAO

COUNSEL OF ANNA GI
CITY OF MANILA