Petition denied, judgment and resolution affirmed.

Case
remanded to trial court.

Note.—The rule on summary judgment does not vest in

the court summary jurisdiction to try the issues on
pleadings and affidavits but gives the court limited
authority to enter summary judgment only if it clearly
appears that there is no genuine issue of material fact.
(Velasco vs. Court of Appeals, 329 SCRA 392 [2000])
——o0o——

G.R. No. 160743. August 4, 2009.*

CORNELIA BALADAD (Represented by Heinrich M.

Angeles and Rex Aaron A. Baladad), petitioner, vs. SERGIO
A. RUBLICO and SPOUSES LAUREANO F. YUPANO,
respondents.

Obligations and Contracts; Sales; Extrajudicial Settlement of

Estate; An Extrajudicial Settlement of Estate with Absolute Sale
partakes of the nature of a contract.—The Extrajudicial Settlement
of Estate with Absolute Sale executed by Corazon and Epitacio
through the latter’s attorney-in-fact, Vicente Angeles, partakes of
the nature of a contract. To be precise, the said document contains
two contracts, to wit: the extrajudicial adjudication of the estate of
Julian Angeles between Corazon and Epitacio as Julian’s
compulsory heirs, and the absolute sale of the adjudicated properties
to Cornelia. While contained in one document, the two are severable
and each can stand on its own. Hence, for its validity, each must
comply with the requisites prescribed in Article 1318 of the Civil
Code, namely (1) consent of the contracting parties; (2) object
certain, which is the subject matter of the contract; and (3) cause of
the obligation which is established.

_______________

* THIRD DIV ISION.

 126

126 SUPREME COURT REPORTS ANNOTATED

Baladad vs. Rublico

Same; Same; Same; When the terms of a contract are lawful,

clear and unambiguous, facial challenge cannot be allowed.—Most
important of all is the fact that the subject deed is, on its face,
unambiguous. When the terms of a contract are lawful, clear and
unambiguous, facial challenge cannot be allowed. We should not go
beyond the provisions of a clear and unambiguous contract to
determine the intent of the parties thereto, because we will run the
risk of substituting our own interpretation for the true intent of the
parties.
Same; Same; Same; It is immaterial that the buyer’s signature
does not appear on the Extrajudicial Settlement of Estate with
Absolute Sale—a contract of sale is perfected the moment there is a
meeting of the minds upon the thing which is the object of the
contract and upon the price.—It is immaterial that Cornelia’s
signature does not appear on the Extrajudicial Settlement of Estate
with Absolute Sale. A contract of sale is perfected the moment there
is a meeting of the minds upon the thing which is the object of the
contract and upon the price. The fact that it was Cornelia herself
who brought Atty. Francisco to Corazon’s house to notarize the deed
shows that she had previously given her consent to the sale of the
two lots in her favor. Her subsequent act of exercising dominion
over the subject properties further strengthens this assumption.
Same; Same; This rule that the purchaser is not required to
explore further than what the Certificate indicates on its face
excludes a purchaser who has knowledge of a defect in the title of
the vendor, or of facts sufficient to induce a reasonable prudent man
to inquire into the status of the property.—In Abad v. Guimba, 465
SCRA 356 (2005), we explained: [A]s a rule, the purchaser is not
required to explore further than what the Certificate indicates on its
face. This rule, however, applies only to innocent purchasers for
value and in good faith; it excludes a purchaser who has knowledge
of a defect in the title of the vendor, or of facts sufficient to induce a
reasonable prudent man to inquire into the status of the property.

PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
   The facts are stated in the opinion of the Court.
  Jose Sonny G. Matula for petitioner.
 127

VOL. 595, AUGUST 4, 2009 127

Baladad vs. Rublico

  Enrico Eric R. Castro for respondents.

NACHURA, J.:
Before us is a petition for review of the November 5, 2002
Decision1 of the Court of Appeals (CA), as well as its
November 10, 2003 Resolution2 in CA-G.R. CV No. 34979,
which reversed and set aside the September 9, 1991
Decision3 of Branch 133 of the Regional Trial Court (RTC)
of Makati City, in a complaint for annulment of sale,
cancellation of title and damages4 filed by petitioner
Cornelia Baladad against herein respondents.
Below are the antecedent facts.
Two parcels of land located in what was then called the
Municipality of Makati, Province of Rizal were registered in
the name of Julian Angeles on December 20, 1965 under
Transfer Certificate of Title (TCT) No. 155768.5 On
December 3, 1968, Julian and Corazon Rublico, after co-
habiting for some time, got married. Julian was already 65
years old then, while Corazon was already 67.6 At that time,
Corazon already had a son, respondent Sergio A. Rublico,
by Teofilo Rublico, who died sometime before the outbreak of
the Second World War.7 After Teofilo’s death, Corazon
cohabited with Panfilo de Jesus and then, later, with Julian.
Julian died on February 2, 19698 leaving no compulsory
heirs9 except his wife and his brother, Epitacio.

_______________

1 Penned by Associate Justice Remedios A. Salazar-Fernando, with

Associate Justices Ruben T. Reyes (later, Supreme Court Associate
Justice) and Edgardo F. Sundiam, concurring; Rollo, pp. 105-117.
2 Id., at pp. 143-145.
3 Id., at pp. 49-60.
4 Records, pp. 1-8.
5 Id., at pp. 121-122.
6 Id., at p. 40.
7 Id., at p. 26.
8 Id., at p. 41.
9 Rollo, p. 50.
 128

128 SUPREME COURT REPORTS ANNOTATED

Baladad vs. Rublico

On February 4, 1985, while on her death bed, Cornelia

was surrounded by four individuals—her niece, petitioner
Cornelia Baladad; her nephew, Vicente Angeles; a certain
Rosie Francisco; and notary public Atty. Julio Francisco
who had been called, accompanied by Cornelia herself to
Corazon’s house, to notarize a deed entitled Extrajudicial
Settlement of Estate with Absolute Sale. In his testimony,
Atty. Francisco said that Corazon imprinted her
thumbmark on the document after he read and explained
the contents thereof in Tagalog to her.10 In the said
document, Corazon and Epitacio adjudicated unto
themselves the two lots registered in the name of Julian—
with three-fourths (¾) of the property going to Corazon and
the remaining one-fourth (¼) to Epitacio. The document also
stated that both Corazon and Epitacio conveyed by way of
absolute sale both their shares in the said lots in favor of
Cornelia, Epitacio’s daughter, in exchange for the amount of
P107,750.00. Corazon’s thumbmark was imprinted at the
bottom of the said deed, while Vicente, Epitacio’s son, signed
in behalf of Epitacio by virtue of a power of attorney.11
There was no signature of Cornelia on the said document.
Two days later, Corazon passed away.
Title over the said lots remained in the name of Julian,
but on July 20, 1987, more than two years after Corazon’s
death, respondent Sergio executed an Affidavit of
Adjudication by Sole Heir of Estate of Deceased Person12
adjudicating unto himself the same parcels of land which
had been subject of the deed of sale between Corazon and
Cornelia. On October 27, 1987, Sergio filed a petition for
reconstitution of the owner’s copy of TCT No. 155768
averring that after the death of Corazon, he tried to locate
the copy of the title but to no avail.13 The petition was
granted on January 11, 198814 and a

_______________

10 TSN, July 5, 1991, pp. 13-14.

11 Id., at pp. 203-204.
12 Id., at p. 13.
 13 Id., at pp. 43-44.
14 Id., at pp. 47-48.

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VOL. 595, AUGUST 4, 2009 129

Baladad vs. Rublico

new owner’s duplicate title (TCT No. 155095) was issued in

the name of Sergio on April 18, 1988.15
On May 31, 1988, Sergio sold the two lots to spouses
Laureano and Felicidad Yupano for P100,000.00.16 Sergio’s
certificate of title was cancelled and TCT No. 155338 was
issued in favor of the Yupanos. On July 26, 1988, the said
title was also cancelled and TCT Nos. 15631217 and
15631318 separately covering the two parcels of land were
issued. On July 17, 1990, Cornelia caused the annotation on
the said TCTs of her adverse claim over the said properties.
Meanwhile, there were seven families who occupied the
lots and paid rentals to Julian and, later, to Corazon. After
Corazon’s death, they paid rentals to Cornelia through
Pacifica Alvaro, and later to Cornelia’s brother, Vicente,
when Cornelia transferred her residence to the United
States. When the Yupanos demanded payment of rentals
from the tenants, the latter filed a complaint for
interpleader on May 19, 1989. The case was docketed as
Civil Case No. 89-3947. On September 3, 1990, Branch 148
of the Makati RTC rendered a Decision19 declaring the
Yupanos as the legal and lawful owners of the two lots.
On August 3, 1990, a month before the promulgation of
the decision, Cornelia filed a complaint for annulment of
sale, cancellation of title and damages, which is now the
subject of this Rule 45 petition. Cornelia argued that Sergio
knew of the sale made by Corazon in her favor and was even
given part of the proceeds. Cornelia also averred that the
Yupanos could not be considered as buyers in good faith,
because they only lived a block from the disputed properties
and had knowledge

_______________

15 Id., at p. 50.
16 Id., at pp. 14-15.
17 Id., at pp. 212-214.
18 Id., at pp. 215-217.
 19 Id., at pp. 104-108 and Rollo, p. 110.

130

130 SUPREME COURT REPORTS ANNOTATED

Baladad vs. Rublico

that the two lots had been sold to Cornelia prior to Corazon’s
death.20
For their part, respondents argued that the Extrajudicial
Settlement with Absolute Sale dated February 4, 1985 could
not have been executed because at the time, Corazon was
already dying. Ignacio Rublico, Sergio’s son, also testified
that he saw Vicente Angeles holding the hand of Corazon to
affix her thumbmark on a blank sheet of paper.21 Sergio also
argued that the property was originally bought by his
mother, but was only registered in the name of Julian in
keeping with the tradition at that time.22
After the trial, Branch 133 of the Makati RTC ruled in
favor of Cornelia.23 Upon appeal, the CA reversed the RTC

_______________

20 Records, pp. 1-4.

21 TSN, May 21, 1991, pp. 20-23.
22 Rollo, p. 110.
23  The dispositive portion of decision of Branch 133 of the RTC of
Makati dated September 9, 1991 reads:
WHEREFORE, judgment is hereby rendered in favor of the plaintiff
and against the defendants as follows:
(a) Declaring the affidavit of Self-Adjudication dated July 20,
1987 and the Affidavit of Extrajudicial Settlement of a Deceased
Person dated February 16, 1988 of Sergio A. Rublico, null and void;
(b) Declaring the Deed of Absolute Sale of the litigated property
by Sergio Rublico in favor of Laureano Yupano, null and void;
(c) Ordering the Register of Deeds of Makati to cancel Transfer
Certificate of Title Nos. 156312 and 156313 in the name of
Laureano Yupano and in lieu thereof to restore Transfer Certificate
Title No. 155768 and issue a duplicate owner’s certificate of title
thereof in the name of Cornelia A. Baladad;
(d) Ordering defendants Sergio A. Rublico and Spouses
Laureano F. Yupano to pay, jointly and severally, the amount of
P10,000.00 as moral damages; and the amount of P10,000.00 as
attorney’s fees; and, to pay the costs.
 131

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Baladad vs. Rublico

ruling24 prompting Cornelia to file a motion for reconsidera​ -

25 26
tion, but the same was denied for lack of merit. Hence,
this petition.
The determinative issue is the validity of the
Extrajudicial Settlement of Estate with Absolute Sale
purportedly executed by Corazon prior to her death.
We find in favor of petitioner.
  The Extrajudicial Settlement of Estate with Absolute
Sale executed by Corazon and Epitacio through the latter’s
attorney-in-fact, Vicente Angeles, partakes of the nature of
a contract. To be precise, the said document contains two
contracts, to wit: the extrajudicial adjudication of the estate
of Julian Angeles between Corazon and Epitacio as Julian’s
compulsory heirs, and the absolute sale of the adjudicated
properties to Cornelia. While contained in one document,
the two are severable and each can stand on its own. Hence,
for its validity, each must comply with the requisites
prescribed in Article 1318 of the Civil Code, namely (1)
consent of the contracting parties; (2) object certain, which is
the subject matter of the contract; and (3) cause of the
obligation which is established.
During the trial, respondents argued that the document
was not valid because at the time it was executed, Corazon

_______________

SO ORDERED. (Rollo, pp. 59-60.)

24 The fallo of the CA decision dated November 5, 2002 reads:
WHEREFORE, premises considered, the decision dated
September 9, 1991 of the Regional Trial Court, Branch 133, Makati
in Civil Case No. 90-2093 is hereby REVERSED and SET ASIDE,
thus declaring: (1) the Deed of Extrajudicial Settlement with
Absolute Sale in favor of plaintiff-appellee as null and void; (2) the
Affidavit of Self-Adjudication executed by defendant-appellant
Sergio Rublico as valid; and (3) defendants-appellants Yupanos as
purchasers in good faith and lawful owners of the subject parcels of
land.
SO ORDERED. (Id., at pp. 116-117.)
25 Id., at pp. 118-141.
 26 Id., at pp. 143-145.

132

132 SUPREME COURT REPORTS ANNOTATED

Baladad vs. Rublico

was already weak and could not have voluntarily given her
consent thereto. One of the witnesses for the defense even
testified that it was Vicente who placed Corazon’s
thumbprint on a blank document, which later turned out to
be the Extrajudicial Adjudication with Absolute Sale. We
are, however, inclined to agree with the RTC’s finding on
this matter, viz.:

“Ignacio is not a reliable witness. He was very certain the event

took place on February 4, 1985 and Corazon was already dead. This
was his testimony on cross-examination. He had forgotten that
Corazon died on February 6, 1985 or two days after. So, when
confronted with this contradiction, he had to change his stance and
claim that Corazon was still alive when it happened.”27

It is also noteworthy that in the course of the trial,

respondents did not question Corazon’s mental state at the
time she executed the said document. Respondents only
focused on her physical weakness, arguing that she could
not have executed the deed because she was already dying
and, thus, could not appear before a notary public.28
Impliedly, therefore, respondents indulged the presumption
that Corazon was still of sound and disposing mind when
she agreed to adjudicate and sell the disputed properties on
February 4, 1985.
Respondents also failed to refute the testimony of Atty.
Francisco, who notarized the deed, that he personally read
to Corazon the contents of the Extrajudicial Settlement of
Estate with Absolute Sale, and even translated its contents
to Tagalog.
And, most important of all is the fact that the subject
deed is, on its face, unambiguous. When the terms of a
contract are lawful, clear and unambiguous, facial challenge
cannot be allowed. We should not go beyond the provisions
of a clear and unambiguous contract to determine the intent
of the

_______________
 27 Id., at p. 54.
28 Id., at p. 109.

133

VOL. 595, AUGUST 4, 2009 133

Baladad vs. Rublico

parties thereto, because we will run the risk of substituting

our own interpretation for the true intent of the parties.
It is immaterial that Cornelia’s signature does not
appear on the Extrajudicial Settlement of Estate with
Absolute Sale. A contract of sale is perfected the moment
there is a meeting of the minds upon the thing which is the
object of the contract and upon the price.29 The fact that it
was Cornelia herself who brought Atty. Francisco to
Corazon’s house to notarize the deed shows that she had
previously given her consent to the sale of the two lots in her
favor. Her subsequent act of exercising dominion over the
subject properties further strengthens this assumption.
Based on these findings, we are constrained to uphold the
validity of the disputed deed. Accordingly, respondent
Sergio Rublico never had the right to sell the subject
properties to the Yupanos, because he never owned them to
begin with. Nemo dat quod non habet. Even before he could
inherit any share of the properties from his mother,
Corazon, the latter had already sold them to Cornelia.
The Yupanos, for their part, cannot feign ignorance of all
these, and argue that Sergio’s certificate of title was clean on
its face. Even prior to May 31, 1988, when they bought the
properties from Sergio, it had been widely known in the
neighborhood and among the tenants residing on the said
lots that ownership of the two parcels of land had been
transferred to Cornelia as, in fact, it was Cornelia’s brother,
Vicente, who had been collecting rentals on the said
properties. The Yupanos lived only a block away from the
disputed lots.30 The husband, Laureano Yupano, was
relatively close to Julian and to Epitacio and had known
Cornelia before the latter left to live in the United States
from 1979 to 1983.31 Before he bought the property from
Sergio, Laureano himself

_______________

29 Article 1475, CIVIL CODE .

 30 Rollo, p. 107.
31 TSN, May 21, 1991, p. 42; and May 23, 1991, p. 18.

134

134 SUPREME COURT REPORTS ANNOTATED

Baladad vs. Rublico

verified that there were tenants who had been paying

rentals to Vicente.32 All these should have alerted him to
doubt the validity of Sergio’s title over the said lots. Yet, the
Yupanos chose to ignore these obvious indicators.
In Abad v. Guimba,33 we explained:

“[A]s a rule, the purchaser is not required to explore further than

what the Certificate indicates on its face. This rule, however, applies
only to innocent purchasers for value and in good faith; it excludes
a purchaser who has knowledge of a defect in the title of the
vendor, or of facts sufficient to induce a reasonable prudent man to
inquire into the status of the property.”34

We thus declare the Affidavit of Adjudication by Sole

Heir of Estate of Deceased person executed by Sergio
Rublico to be void and without any effect. The sale made by
him to spouses Yupano is, likewise, declared null and void.
Respondent Sergio Rublico is ordered to return the amount
of P100,000.00 paid to him by spouses Laureano Yupano,
less the amount spent on the acquisition of the invalid title
procured by him with the acquiescence of the Yupanos.
WHEREFORE, premises considered, the Decision of the
Court of Appeals in CA-G.R. CV No. 34979 dated November
5, 2002 is hereby REVERSED and SET ASIDE.
Accordingly, the Decision of the Regional Trial Court of
Makati dated September 9, 1991 is REINSTATED with
MODIFICATION in that:
1. the Extrajudicial Adjudication of Estate with
Absolute Sale dated February 4, 1985 as VALID;
2. the sale between respondent Sergio Rublico and
Spouses Laureano Yupano is NULL and VOID.
Respondent Sergio Rublico is ordered to return the
P100,000.00 paid by the Yupanos, less the amount
spent on the ac-
 

_______________
 32 TSN, May 23, 1991, p. 37.
33 G.R. No. 157002, July 29, 2005, 465 SCRA 356, 357.
34 Id., at p. 367.

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