Sales Digest
Sales Digest
Sales Digest
ISSUE:
Whether or not there was an absolute contract of sale.2. Whether or not the contract
of sale was already rescinded when the Digros spouses sold the land toCabigas
HELD:
Yes. That a deed of sale is absolute in nature although denominated as a "Deed of
Conditional Sale"where nowhere in the contract in question is a proviso or stipulation
to the effect that title to theproperty sold is reserved in the vendor until full payment of
the purchase price, nor is there astipulation giving the vendor the right to unilaterally
rescind the contract the moment the vendeefails to pay within a fixed period.A careful
examination of the contract shows that there is no such stipulation reserving the title
of the property on the vendors nor does it give them the right to unilaterally rescind the
contract uponnon-payment of the balance thereof within a fixed period.On the contrary,
all the elements of a valid contract of sale under Article 1458 of the Civil Code,
arepresent, such as: (1) consent or meeting of the minds; (2) determinate subject matter;
and (3)price certain in money or its equivalent. In addition, Article 1477 of the same
Code provides that"The ownership of the thing sold shall be transferred to the vendee
upon actual or constructive delivery thereof." While it may be conceded that there was
no constructive delivery of the land soldin the case at bar, as subject Deed of Sale is a
private instrument, it is beyond question that therewas actual delivery thereof. As
found by the trial court, the Dignos spouses delivered the possessionof the land in
question to Jabil as early as March 27,1965 so that the latter constructed thereonSally's
Beach Resort also known as Jabil's Beach Resort in March, 1965; Mactan White Beach
Resorton January 15, J 966 and Bevirlyn's Beach Resort on September 1, 1965. Such facts
were admittedby petitioner spouses.2. No. The contract of sale being absolute
in nature is governed by Article 1592 of the Civil Code. It isundisputed that petitioners
never notified private respondents Jabil by notarial act that they wererescinding the
contract, and neither did they file a suit in court to rescind the sale. There is noshowing
that Amistad was properly authorized by Jabil to make such extra-judicial rescission for
thelatter who, on the contrary, vigorously denied having sent Amistad to tell petitioners
that he wasalready waiving his rights to the land in question. Under Article 1358 of the
Civil Code, it is requiredthat acts and contracts which have for their object
extinguishment of real rights over immovableproperty must appear in a public
document.Petitioners laid considerable emphasis on the fact that private respondent
Jabil had no money onthe stipulated date of payment on September 15,1965 and was
able to raise the necessary amountonly by mid-October 1965. It has been ruled,
however, that where time is not of the essence of theagreement, a slight delay on the
part of one party in the performance of his obligation is not asufficient ground for the
rescission of the agreement. Considering that private respondent has only abalance of
P4,OOO.00 and was delayed in payment only for one month, equity and justice
mandateas in the aforecited case that Jabil be given an additional period within which
to complete paymentof the purchase price.
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Facts:
Petitioner filed the present Motion for Partial Reconsideration[3] insofar as he was ordered to
return to respondent the amount of P2,125,540.00 in excess of the proceeds of the auction sale
delivered to petitioner.
Sell between petitioner and respondent involved a condominium unit and did not violate the
Constitutional proscription against ownership of land by aliens. He argues that the contract to
sell will not transfer to the buyer ownership of the land on which the unit is situated;... thus, the
buyer will not get a transfer certificate of title but merely a Condominium Certificate of Title as
evidence of ownership; a perusal of the contract will show that what the buyer acquires is the
seller's title and rights to and interests in the unit and the common... areas.
Issues:
Ruling:
Under Republic Act (R.A.) No. 4726, otherwise known as the Condominium Act, foreign
nationals can own Philippine real estate through the purchase of condominium units or
townhouses constituted under the Condominium principle with Condominium Certificates of
Title.
Where the common areas in a condominium project are held by a corporation, no transfer or
conveyance of a unit shall be valid if the concomitant transfer of the appurtenant... membership
or stockholding in the corporation will cause the alien interest in such corporation to exceed the
limits imposed by existing laws.
The law provides that no condominium unit can be sold without at the same time selling the
corresponding amount of rights, shares or other interests in the condominium management body,
the Condominium Corporation; and no one can buy shares in a Condominium Corporation
without at... the same time buying a condominium unit.
Under this set up, the... ownership of the land is legally separated from the unit itself. The land is
owned by a Condominium Corporation and the unit owner is simply a member in this
Condominium Corporation.
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Toyota Shaw vs CA
Facts:
Sosa wanted to purchase a Toyota Car. She met Bernardo, the sales representative of Toyota.
Sosa emphasized to the sales rep that she needed the car not later than 17 June 1989. They
contracted an agreement on the delivery of the unit and that the balance of the purchase price
would be paid by credit financing. The following day, Sosa delivered the downpayment and a
Vehicle sales proposal was printed. On the day of delivery, Bernardo called Sosa to inform him
that the car could not be delivered. Toyota contends, on the other hand, that the Lite Ace was
not delivered to Sosa because of the disapproval by B.A. Finance of the credit financing
application of Sosa. Toyota then gave Sosa the option to purchase the unit by paying the full
purchase price in cash but Sosa refused. Sosa asked that his down payment be refunded.
Toyota did so on the very same day by issuing a Far East Bank check for the full amount, which
Sosa signed with the reservation, “without prejudice to our future claims for damages.”
Thereafter, Sosa sent two letters to Toyota. In the first letter, she demanded the refund of the
down payment plus interest from the time she paid it and for damages. Toyota refused to the
demands of Sosa.
Issue:
Whether or not there was a perfected contract of sale
Ruling:
What is clear from the agreement signed by Sosa and Gilbert is not a contract of sale. No
obligation on the part of Toyota to transfer ownership of the car to Sosa and no correlative
obligation on the part of Sosa to pay . The provision on the down payment of
PIOO,OOO.OO made no specific reference to a sale of a vehicle. If it was intended for a contract
of sale, it could only refer to a sale on installment basis, as the VSP executed the following day.
Nothing was mentioned about the full purchase price and the manner the installments were to
be paid. An agreement on the manner of payment of the price is an essential element in the
formation of a binding and enforceable contract of sale. This is so because the agreement as to
the manner of payment goes, into the price such that a disagreement on the manner of
payment is tantamount to a failure to agree on the price. Definiteness as to the price is an
essential element of a binding agreement to sell personal property.
_________________________________
Petitioners, Present:
PUNO, J.,
- versus - Chairman,
AUSTRIA-MARTINEZ ,
CALLEJO, SR.,
TINGA, and
Respondents.
Promulgated:
x ---------------------------------------------------------------x
DECISION
TINGA, J.:
(SGD.) (SGD.)
EDUARDO O. RAMOS ALFREDO R. EDRADA
(Seller) (Purchaser)
CONFORME: CONFORME:
(SGD.) (SGD.)
CARMENCITA RAMOS ROSIE ENDRADA[6]
Upon the signing of the document, petitioners delivered to
respondents four (4) postdated Far East Bank and Trust Company
(FEBTC) checks payable to cash drawn by petitioner Rosella
Edrada, in various amounts totaling One Hundred Forty Thousand
Pesos (P140,000.00). The first three (3) checks were honored upon
presentment to the drawee bank while the fourth check for One
Hundred Thousand Pesos (P100,000.00) was dishonored because of
a stop payment order.
SO ORDERED.[10]
The fact that there is a stated total purchase price should not
lead to the conclusion that a contract of sale had been perfected. In
numerous cases,[19] the most recent of which is Swedish Match, AB
v. Court of Appeals,[20] we held that before a valid and binding
contract of sale can exist, the manner of payment of the purchase
price must first be established, as such stands as essential to the
validity of the sale. After all, such agreement on the terms of
payment is integral to the element of a price certain, such that a
disagreement on the manner of payment is tantamount to a failure
to agree on the price.
SO ORDERED.
WE CONCUR:
REYNATO S. PUNO
Associate Justice
Chairman
MA. ALICIA AUSTRIA-MARTINEZ ROMEO J. CALLEJO, SR.
Associate Justice Associate Justice
MINITA V. CHICO-NAZARIO
Associate Justice
ATTESTATION
REYNATO S. PUNO
Associate Justice
Chairman, Second Division
CERTIFICATION