SECURITY BANK CORPORATION,  v. GREAT WALL COMMERCIAL PRESS COMPANY, INC., G.R.

No. 219345, January 30, 2017

MENDOZA, J.

FACTS:
In 2013, Security Bank filed a Complaint for Sum of Money (with Application for Issuance
of a Writ of Preliminary Attachment) against respondents Great Wall Commercial Press
Company, Inc. (Great Wall) and its sureties before the RTC. The complaint sought to recover
from respondents their unpaid obligations under a credit facility covered by several trust
receipts and surety agreements.

Security Bank argued that in spite of the lapse of the maturity date of the obligations,
respondents failed to pay their obligations. After due hearing, the RTC granted the application
for a writ of preliminary attachment of Security Bank, which then posted a bond in the amount
of P10,000,000.00.

On June 3, 2013, respondents filed their Motion to Lift Writ of Preliminary

Attachment Ad Cautelam, claiming that the writ was issued with grave abuse of discretion
based on the following grounds: (1) Security Bank's allegations in its application did not show
a prima facie basis therefor; (2) the application and the accompanying affidavits failed to allege
at least one circumstance which would show fraudulent intent on their part; and (3) the general
imputation of fraud was contradicted by their efforts to secure an approval for a loan
restructure.

In its Order, the RTC denied respondents' motion to lift, explaining that the;
1. that respondents executed various trust receipt agreements but did not pay or
return the goods covered by the trust receipts in violation thereof;
2. that they failed to explain why the goods subject of the trust receipts were not
returned and the proceeds of sale thereof remitted

Upon appeal, The Court of Appeals reversed the decision of the RTC. It pointed out that
fraudulent intent could not be inferred from a debtor's inability to pay or comply with its
obligations. The CA opined that the non-return of the proceeds of the sale and/or the goods
subject of the trust receipts did not, by itself, constitute fraud. Hence, this petition.

ISSUE:
Whether or not Great Wall committed fraud in the performance of their obligation
when they failed to turn over the goods subject of the trust receipt agreements.

RULING:

YES. The Supreme Court held that despite the above covenants between the petitioner
and the defendants, the latter failed to pay nor return the goods subject of the Trust Receipt
Agreements.

Section 7. Rights of the entruster. The entruster shall be entitled to the proceeds from the sale of the goods,
documents or instruments released under a trust receipt to the entrustee to the extent of the amount owing to the entruster or
as appears in the trust receipt, or to the return of the goods, documents or instruments in case of non-sale, and to the
enforcement of all other rights conferred on him in the trust receipt provided such are not contrary to the provisions of this
Decree. Presidential Decree No. 115, s. 1973

A trust receipt transaction is one where the entrustee has the obligation to deliver to
the entruster the price of the sale, or if the merchandise is not sold, to return the merchandise
to the entruster.

There are, therefore, two obligations in a trust receipt transaction: the first refers to
money received under the obligation involving the duty to turn it over (entregarla) to the owner
of the merchandise sold, while the second refers to the merchandise received under the
obligation to "return" it (devolvera) to the owner.  The obligations under the trust receipts are
governed by a special law, Presidential Decree (P.D.) No. 115, and non-compliance have
particular legal consequences.

Failure of the entrustee to turn over the proceeds of the sale of the goods, covered by
the trust receipt to the entruster or to return said goods if they were not disposed of in
accordance with the terms of the trust receipt shall be punishable as estafa under Article 315
(1) of the Revised Penal Code, without need of proving intent to defraud. 

 The offense punished under P.D. No. 115 is in the nature of malum prohibitum. Mere
failure to deliver the proceeds of the sale or the goods, if not sold, constitutes a criminal
offense that causes prejudice not only to another, but more to the public interest.

In this case, Security Bank's complaint stated that Great Wall, through its Vice President
Fredino Cheng Atienza, executed various trust receipt agreements, it obligates itself to hold in
trust for the bank the goods, to sell the goods for the benefit of the bank, to tum over the
proceeds of the sale to the bank, and to return the goods to the bank in the event of non-sale.
By signing the trust receipt agreements, respondents fully acknowledged the consequences
under the law once they failed to abide by their obligations therein. The said trust receipt
agreements were attached to the complaint.

Upon the maturity date, however, respondents failed to deliver the proceeds of the sale
to Security Bank or to return the goods in case of non-sale. Security Bank sent a final demand
letter to respondents, which was also attached to the complaint, but it was unheeded.
Curiously, in their letter, dated January 23, 2013, respondents did not explain their reason for
noncompliance with their obligations under the trust receipts; rather, they simply stated that
Great Wall was having a sudden drop of its income. Such unsubstantiated excuse cannot
vindicate respondents from their failure to fulfill their duties under the trust receipts.

G.R. No. 211972, G.R. No. 212045 July 22, 2015

WILSON GO and PETER GO, petitioners, v. THE ESTATE OF THE LATE FELISA TAMIO
DE BUENAVENTURA, represented by RESURRECCION A. BIHIS, RHEA A. BIHIS, and
REGINA A. BIHIS; and RESURRECCION A. BIHIS, RHEA A. BIHIS and REGINA,
respondents

BELLA A. GUERRERO, DELFIN A. GUERRERO, JR. and LESTER ALVIN A. GUERRERO,

petitioners, v. THE ESTATE OF THE LATE FELISA TAMIO DE BUENAVENTURA, herein
represented by RESURRECION A. BIHIS, RHEA A. BIHIS a nd REGINA A. BIHIS, and
RESURRECION A. BIHIS, RHEA A. BIHIS and REGINA A. BIHIS, respondents.

Facts: Felisa Buenaventura, the mother of the Petitioner Bella and respondents Resurreccion,
Rhea and Regina, owned a parcel of land with a three-storey building. In 1960, Felisa
transferred the same to her daughter Bella, married to Delfin, Sr., and Felimon, Sr., the
common-law husband of Felisa, to assist them in procuring a loan from the GSIS. In view
thereof, her title over the property, TCT No. 45951/T-233, was cancelled and a new one,
TCT No. 49869, was issued in the names of Bella, married to Delfin, Sr., and Felimon, Sr.

Upon Felisa's death in 1994, the Bihis Fami ly, Felisa's other heirs who have long been
occupyi ng the subject property, caused the annotation of their adverse claim over the
property. However, the annotation was cancelled, and thereafter a new TCT over the property
was issued in the names of Bella, et al. Finally, by virtue of a Deed of Sale dated January 23,
1997, the subject property was sold to Wilson and Peter, in whose names TCT No. 170475
currently exists. A complaint for reconveyance was then filed.
Issues: 1. Whether or not a trust was established between Felisa and Bella, Delfin,Sr., and
Felimon, Sr.
2. Whether or not the action for reconveyance has prescribed.
3. Whether or not Wilson and Peter are purchasers in good faith.

Ruling:

1. An express trust was created.

Article 1440. A person who establishes a trust is called the trustor; one in whom confidence is reposed as regards property for the
benefit of another person is known as the trustee; and the person for whose benefit the trust has been created is referred to as the
beneficiary.

Article 1441. Trusts are either express or implied. Express trusts are created by the intention of the trustor or of the parties. Implied
trusts come into being by operation of law.

Trust is the right to the beneficial enjoyment of property, the legal title to which is vested in
another. It is a fiduciary relationship that obliges the trustee to deal with the property for the
benefit of the beneficiary. Trust relations between parties may either be express or implied. An
express trust is created by the intention of the trustor or of the parties, while an implied trust
comes into being by operation of law.

Express trusts are created by direct and positive acts of the parties, by some writing or deed, or
will, or by words either expressly or impliedly evincing an intention to create a trust
From the letter executed by Felisa, it unequivocally and absolutely declared her intention of
transferring the title over the subject property to Bella, Delfin, Sr., and Felimon, Sr. in order to
merely accommodate them in securing a loan from the GSIS. She likewise stated clearly that
she was retaining her ownership over the subject property and articulated her wish to have her
heirs share equally therein. Hence, while in the beginning, an implied trust was merely created
between Felisa, as trustor, and Bella, Delfin, Sr., and Felimon, Sr., as both trustees and
beneficiaries, the execution of the September 21, 1970 letter settled, once and for all, the
nature of the trust established between them as an express one, their true intention irrefutably
extant thereon.

2. Anent the issue of prescription, the Court finds that the action for reconveyance instituted
by respondents has not yet prescribed, following the jurisprudential rule that express trusts
prescribe in ten (10) years from the time the trust is repudiated.

Thus, Section 38 of Act 190 provides that the law of prescription does not apply "in the case of a continuing and subsisting trust."

The rule of imprescriptibility of the action to recover property held in trust may possibly apply to resulting trusts as long as the trustee
has not repudiated the trust.

Article 1116 of the Civil Code of the Philippines states:

ART. 1116. Prescription already running before the effectivity of this Code shall be governed by laws previously in force; but if since
the time this Code took effect the entire period herein required for prescription should elapse, the present Code shall be applicable,
even though by the former laws, a longer period might be required.

20
 Title to land by prescription. – Ten years actual adverse possession by any person claiming to be the owner for that time of any
land or interest in land, uninterruptedly continued for ten years by occupancy, descent, grants, or otherwise, in whatever way such
occupancy may have commenced or continued, shall vest in every actual occupant or possessor of such land a full and complete
title, saving to the person under disabilities the rights secured by the next section. In order to constitute such title by prescription or
adverse possession, the possession by the claimant or by the person under or through whom he claims must be actual, open,
public, continuous, under a claim of title exclusive of any other right and adverse to all claimants x x x

In this case, there was a repudiation of the express trust when Bella, as the remaining trustee,
sold the subject property to Wilson and Peter on January 23, 1997. As the complaint for
reconveyance and damages was filed by respondents on October 17, 1997, or only a few
months after the sale of the subject property to Wilson and Peter, it cannot be said that the
same has prescribed.

3. Wilson and Peter are not purchasers in good faith.

A purchaser in good faith is one who buys the property of another without notice that some
other person has a right to, or an interest in, such property and pays a full and fair price
for the same at the time of such purchase, or before he has notice of some other person 's
claim or interest i n the property. Corollary thereto, when a piece of land is in the actual
possession of persons other than the seller, the buyer must be wary and should investigate the
rights of those in possession. Without making such inquiry, one cannot claim that he is a buyer
in good faith.

Section 44. Statutory liens affecting title. - Every registered owner receiving a certificate of title in pursuance of a decree of
registration, and every subsequent purchaser of registered land taking a certificate of title for value and in good faith, shall hold the
same free from all encumbrances except those noted in said certificate and any of the following encumbrances which may be
subsisting, namely:

First. Liens, claims or rights arising or existing under the laws and Constitution of the Philippines which are not by law required to
appear of record in the Registry of Deeds in order to be valid against subsequent purchasers or encumbrances of record.

The existence of an annotation on the title covering the subject property and of the occupation
thereof by individuals other than the sellers negates any presumption of good faith on the part
of Wilson and Peter when they purchased the subject property. A person who deliberately
ignores a significant fact which would create suspicion in an otherwise reasonable man is not an
innocent purchaser for value.

Security and Exchange Commission v. Hon. Laygo et al.

G.R. No. 188639, September 02, 2015
Facts:
Pursuant to the mandate of Securities Regulation Code, the SEC issued the New Rules on the
Registration and Sale of Pre-Need Plans to govern the pre-need industry prior to the enactment
of the Pre-Need Code. It required from the pre-need providers the creation of trust funds as a
requirement for registration.
Legacy, being a pre-need provider, complied with the trust fund requirement and entered into
a trust agreement with Land Bank. In mid-2000, the industry collapsed for a range of reasons.
Legacy, like the others, was unable to pay its obligations to the plan holders. This resulted in
Legacy being the subject of a petition for involuntary insolvency by private respondents in their
capacity as plan holders. Through its manifestation filed in the RTC, Legacy did not object to the
proceedings and was declared insolvent by the RTC. The trial court also ordered Legacy to
submit an inventory of its assets and liabilities.
The RTC ordered the SEC, to submit the documents pertaining to Legacy's assets and liabilities.
The SEC opposed the inclusion of the trust fund in the inventory of corporate assets on the
ground that to do so would contravene the New Rules which treated trust funds as principally
established for the exclusive purpose of guaranteeing the delivery of benefits due to the plan
holders. Despite the opposition of the SEC, Judge Laigo ordered the insolvency Assignee to take
possession of the trust fund. Judge Laigo viewed the trust fund as Legacy's corporate assets
and, for said reason, included it in the insolvent's estate.
The Assignee argues that Legacy has retained a beneficial interest in the trust fund despite the
execution of the trust agreement and that the properties can be the subject of insolvency
proceedings. To the Assignee, the ―control mechanisms in the Trust Agreement itself are
indicative of the interest of Legacy in the enforcement of the trust fund because the agreement
gives it the power to dictate on Land Bank of the Philippines, LBP for brevity, (trustee) the
fulfilment of the trust, such as the delivery of monies to it to facilitate the payment to the plan
holders.
Issues: 1) Whether Legacy is a beneficiary in the Trust Fund Agreement;
2) Whether Legacy is a debtor of the plan holders with respect to the trust fund
Ruling:
The SC ruled that Legacy is not a beneficiary.
A person is considered as a beneficiary of a trust if there is a manifest intention to give such a
person the beneficial interest over the trust properties.
Article 1440. A person who establishes a trust is called the trustor; one in whom confidence is reposed as regards property for the
benefit of another person is known as the trustee; and the person for whose benefit the trust has been created is referred to as the
beneficiary.

Pre-need plans - contracts, agreements, deeds or plans for the benefit of the planholders which provide for the performance of
future service/s, payment of monetary considerations or delivery of other benefits at the time of actual need or agreed maturity date,
as specified therein, in exchange for cash or installment amounts with or without interest or insurance coverage and includes life,
pension, education, interment and other plans, instruments, contracts or deeds as may in the future be determined by the
Commission.

Pre-need company - any corporation registered with the Commission and authorized/licensed to sell or offer to sell pre-need plans.
The term “pre-need company” also refers to schools, memorial chapels, banks, nonbank financial institutions and other entities
which have also been authorized/licensed to sell or offer to sell pre-need plans insofar as their preneed activities or business are
concerned.

Planholder - any natural or juridical person who purchases pre-need plans from a pre-need company for whom or for whose
beneficiaries’ benefits are to be delivered, as stipulated and guaranteed by the pre-need company. The term includes the assignee,
transferee and any successor-in-interest of the planholder.

Beneficiary - the person designated by the planholder as the recipient of the benefits in the pre-need plan.

Benefits - payment of monetary considerations and/or performance of future services which the pre-need company undertakes to
deliver either to the planholder or TO his beneficiary at the time of actual need or agreed maturity date, as specified in the pre-need
plan.

General agent – a corporation or entity engaged in the sales of, or offering to sell, or advising prospective planholders for the
purpose of selling pre-need plans in behalf of the pre-need company and/or performing other acts and things in its behalf in the
conduct of its business as specified in the general agency agreement executed by and between them

Here, the terms of the trust agreement plainly confer the status of beneficiary to the plan
holders, not to Legacy. In the recital clauses of the said agreement, Legacy bound itself to
provide for the sound, prudent and efficient management and administration of such portion of
the collection "for the benefit and account of the plan holders," through LBP as the trustee.
This categorical declaration undoubtedly indicates that the intention of the trustor (Legacy) is
to make the plan holders the beneficiaries of the trust properties, and not Legacy. It is clear that
because the beneficial ownership is vested in the plan holders and the legal ownership in the
trustee, LBP, Legacy, as trustor, is left without any iota of interest in the trust fund. This is
consistent with the nature of a trust arrangement, whereby there is a separation of interests in
the subject matter of the trust, the beneficiary having an equitable interest, and the trustee
having an interest which is normally legal interest.

No. Legacy is not a debtor of the plan holders relative to the trust fund.
In trust, it is the trustee, and not the trustor, who owes fiduciary duty to the beneficiary.

Article 1440. A person who establishes a trust is called the trustor; one in whom confidence is reposed as regards property for the
benefit of another person is known as the trustee; and the person for whose benefit the trust has been created is referred to as the
beneficiary.

Thus, LBP is tasked with the fiduciary duty to act for the benefit of the plan holders as to
matters within the scope of the relation. Like a debtor, LBP owes the plan holders the amounts
due from the trust fund. As to the plan holders, as creditors, they can rightfully use equitable
remedies against the trustee for the protection of their interest in the trust fund and, in
particular, their right to demand the payment of what is due them from the fund. Verily, Legacy
is out of the picture and exists only as a representative of the trustee, LBP, with the limited role
of facilitating the delivery of the benefits of the trust fund to the beneficiaries -the plan holders.
The trust fund should not revert to Legacy, which has no beneficial interest over it. Not being an
asset of Legacy, the trust fund is immune from its reach and cannot be included by the RTC in
the insolvency estate.
SPOUSES TRINIDAD v IMSON

G.R. NO. 197728

RULE 130, Sec. 9 (b)

DOCTRINE: The fact that the Deed of Assignment and Transfer of Rights was put in writing and notarized
does not accord it the quality of incontrovertibility otherwise provided by the Parole Evidence Rule.

The rule on parole evidence is not, as it were, ironclad. Thus, Section 9 (b) Rule 130 of the Rules of Court
provides that “(b) The failure of the written agreement to express the true intent and agreement of the
parties thereto”.

FACTS: Petitioners Trinidad filed with the MeTc of Pasig City a complaint for ejectment against herein
respondent. Spouses Trinidad alleged that they are the owners of a condominium unit in AIC Gold Tower
in Pasig City. According to them, they purchased the condominium unit from 3 Indian nationals who
originally contracted to buy the said property from the developer, AIC Realty Corporation (AIC), but had
not fully paid for it yet. Petitioners' purchase was evidenced by a Deed of Assignment and Transfer of
Rights and, later on, a Deed of Absolute Sale in the name of petitioner Armando. At the time of the
petitioners’ purchase of the unit, Respondent Imson was leasing the condo unit from the original
owners. The petitioners respected such contract of lease. However, since June 2002 up to the time of
the filing of the complaint (five years), Imson neither remitted nor consigned the monthly rentals due to
petitioners for her continued use of the condominium unit. Imson ignored petitioners' demand letter.
Spouses Trinidad tried to settle the case amicably but no agreement was reached.

Respondent Imson countered that although she entered into a contract of lease with the original Indian
owners, she decided to purchase the unit. However, since she was then undergoing proceedings to
annul her previous marriage and thinking that her purchase of the subject property would disrupt the
property arrangements already agreed upon, she thought it best not to have the condominium unit
registered yet in her name. Instead, she requested Armando Trinidad, who was her confidante, to
purchase the unit and register it under his name with the understanding that the said property would
actually be owned by respondent. Armando agreed without objection, which led to the execution of the
Deed of Assignment and Transfer of Rights in his name. Respondent through cash and checks made
payments for the purchase price to the original owners who acknowledged said payments. Respondent
also paid the real property taxes, the association dues, water bills, common area real estate tax, building
insurance and other charges billed by the developer. Having full trust in Armando, coupled with her
hectic schedule, respondent did not bother to transfer ownership of the subject unit in her name.
Respondent alleged that she has been in open and public possession of the subject property. And that in
2007, while respondent was out of the country, Armando, without her knowledge, annotated his claim
on the condominium certificate of title. Armando also executed a Deed of Absolute Sale in his favor. As a
result, respondent was surprised to receive a copy of petitioners' demand letter and complaint.

The MeTC dismissed the complaint and found that respondent is the true owner of the subject property.

The RTC reversed the MeTC. The RTC held that the subject Deed of Assignment and Transfer of Rights
and the Deed of Absolute Sale in the name of Armando is superior to the evidence presented by
respondent, which merely consisted of bills of payments of association dues, utility bills, real estate tax
on the common areas and building insurance.

The CA set aside the RTC judgment. The CA ratiocinated that, based on the evidence adduced by
respondent (the various payments), respondent's claim of ownership deserves more credence.

ISSUE: 1. Do the pieces of evidence (receipts/checks of various payment, etc.) shown by the Imson
suffice to provisionally declare her as owner of the subject condomunium unit? Will it outweigh the
Deed of Assignment and Deed of Sale shown by Petitioners?

2. Is the evidence adduced by respondent bared by Parole Evidence?

3. Does the conclusive presumption of “The tenant is not permitted to deny the title of his landlord at
the time of the commencement of the relation of landlord and tenant between them” apply?

4. Was there an implied trust in respondent’s favor?

HELD: 1. YES. It is true that the subject Deed of Assignment and Transfer of Rights and Deed of Absolute
Sale are notarized. It is well settled that a document acknowledged before a notary public is a public
document that enjoys the presumption of regularity. It is a prima facie evidence of the truth of the facts
stated therein and a conclusive presumption of its existence and due execution. However, the existence
and due execution of these documents are not in issue.

Moreover, the presumption of truth of the facts stated in notarized documents is merely prima facie,
which means that this presumption can be overcome by clear and convincing evidence. Hence, the truth
of the facts stated in the disputed Deed of Assignment and Transfer of Rights as well as the Deed of
Absolute Sale may be rebutted by evidence.

2. NO. Petitioners argue that under the Parole Evidence Rule, when the terms of an agreement have
been reduced to writing, it is considered as containing all the terms agreed upon and there can be, as
between the parties, no evidence of such terms other than the contents of the written agreement.
Based on this rule, petitioners contend that since the former owners, as well as respondent, are all
parties to the Deed of Assignment and Transfer of Rights, they are bound by the said Deed and they
cannot allege terms which are not found within the said agreement.

The Court is not convinced. The fact that the Deed of Assignment and Transfer of Rights was put in
writing and notarized does not accord it the quality of incontrovertibility otherwise provided by the
Parole Evidence Rule. The rule on parole evidence is not, as it were, ironclad. Thus, Section 9 (b) Rule
130 of the Rules of Court provides that “(b) The failure of the written agreement to express the true
intent and agreement of the parties thereto”.

As observed by the CA, respondent squarely put in issue in her Answer that the Deed of Assignment and
Transfer of Rights did not express the true intent of the parties. Hence, the exception applies.

3. NO. Article 1436 of the Civil Code provides that "[a] lessee or bailee is estopped from asserting title
to the thing leased or received, as against the lessor or bailor." In addition, the conclusive
presumption found in Section 2(b), Rule 131 of the Rules of Court known as estoppel against tenants
provides as follows: “(b) The tenant is not permitted to deny the title of his landlord at the time of the
commencement of the relation of landlord and tenant between them.”

It is clear from the above-quoted provision tha a tenant is estopped from denying is the title of his
landlord at the time of the commencement of the landlord-tenant relation. If the title asserted is one
that is alleged to have been acquired subsequent to the commencement of that relation, the
presumption will not apply. Hence, the tenant may show that the landlord's title has expired or been
conveyed to another or himself; and he is not estopped to deny a claim for rent, if he has been ousted
or evicted by title paramount. In the present case, what respondent is claiming is her title to the subject
property which she acquired subsequent to the commencement of the landlord-tenant relation
between her and the former owners of the questioned condominium unit. Thus, the presumption under
Section 2 (b), Rule 131 of the Rules of Court does not apply and respondent is not estopped from
asserting title over the disputed property.

4. YES. Article 1448 of the Civil Code provides that “[t]here is an implied trust when property is sold and
the legal estate is granted to one party but the price is paid by another for the purpose of having the
beneficial interest of the property.” This is sometimes referred to as a purchase money resulting trust.
the elements of which are: (a) an actual payment of money, property or services, or an equivalent,
constituting valuable consideration; and (b) such consideration must be furnished by the alleged
beneficiary of a resulting trust. The principle of a resulting trust is based on the equitable doctrine that
valuable consideration, and not legal title, determines the equitable title or interest and are presumed
always to have been contemplated by the parties.36 They arise from the nature or circumstances of the
consideration involved in a transaction whereby one person thereby becomes invested with legal title
but is obligated in equity to hold his legal title for the benefit of another.

Because an implied trust is neither dependent upon an express agreement nor required to be evidenced
by writing, Article 1457 of our Civil Code authorizes the admission of parole evidence to prove their
existence. Parole evidence is required to establish the existence of an implied trust necessarily has to be
trustworthy and it cannot rest on loose, equivocal or indefinite declarations. In the instant petition, the
Court finds no cogent reason to depart from the findings of the MeTC and the CA that, under the
circumstances of the case, the parole evidence presented by respondent sufficiently proves that an
implied trust was created in her favor.

A trust, which derives its strength from the confidence one reposes on another, does not lose that
character simply because of what appears in a legal document. Applying this principle to the present
case, petitioner Armando, as trustee, cannot repudiate the trust by simply relying on the questioned
Deed of Assignment and Transfer of Rights and the Deed of Absolute Sale.

Finally, a trust, which derives its strength from the confidence one reposes on another, does not lose that character simply because
of what appears in a legal document. 42 Applying this principle to the present case, petitioner Armando, as trustee, cannot repudiate
the trust by simply relying on the questioned Deed of Assignment and Transfer of Rights and the Deed of Absolute Sale.