De Leon vs. Ong (Article 1179) G.R. No.

170405 Facts: On March 10, 1993 petitioner sold three parcels of land with improvements to respondent. These properties were mortgaged to Real Savings and Loan Association, Incorporated (RSLAI). A notarized deed of absolute sale with assumption of mortgage was executed by petitioner and respondent. Respondent paid petitioner P415,000 as partial payment. Petitioner gave her the keys to the properties and informed RSLAI of the sale and authorizing it to accept payment from respondent and release the certificate of titles. RSLAI required her to undergo credit investigation. Subsequently, respondent learned that petitioner sold the same properties to one Viloria. RSLAI informed respondent that petitioner had already paid the amount due and had taken back the certificates of title. Respondent persistently contacted petitioner but she was not able to reach him. Respondent filed a complaint for specific performance, declaration of nullity of the second sale and damages against petitioner before the trial court. She claimed that petitioner fraudulently deprived her of her properties. Petitioner contends that respondent has no cause of action and that since the transaction was subject to a condition (the RSLAI approve the assumption of mortgage) they only entered into a contract to sell and the sale was not perfected, therefore he can freely dispose the properties. The trial court dismissed the complaint. The Court of Appeals upheld the sale to respondent and nullified the sale to Viloria. Issue: Whether or not the contract is a contract to sell and not a contract of sale. Held: No. The contract entered to by petitioner and respondent is a CONTRACT OF SALE. In a contract of sale, the seller conveys ownership of the property to the buyer upon the perfection of the contract. Should the buyer default in the payment of the purchase price, the seller may either sue for the collection thereof or have the contract judicially resolved and set aside. The non-payment of the price is therefore a negative resolutory condition. A contract to sell is subject to a positive suspensive condition. The buyer does not acquire ownership of the property until he fully pays the purchase price. If the buyer defaults in the payment thereof, the seller can only sue for damages. The deed executed by the parties stated that petitioner sold the properties to respondent "in a manner absolute and irrevocable" for a sum of P1.1 million. With regard to the manner of payment, it required respondent to pay P415,500 in cash to petitioner upon the execution of the deed, with the balance payable directly to RSLAI (on behalf of petitioner) within a reasonable time. Nothing in said instrument implied that petitioner reserved ownership of the properties until the full payment of the purchase price. On the contrary, the terms and conditions of the deed only affected the manner of payment, not the immediate transfer of ownership (upon the execution of the notarized contract) from petitioner as seller to respondent as buyer. Otherwise stated, the said terms and conditions pertained to the performance of the contract, not the perfection thereof nor the transfer of ownership. The totality of petitioners acts (executing a notarized deed of absolute sale, giving the keys to respondent, and authorizing RSLAI to receive payment from respondent and release his certificates of title to her) indicates that he transferred the ownership of properties to respondent. Even assuming arguendo that the agreement of the parties was subject to the condition that RSLAI had to approve the assumption of mortgage, the said condition was considered fulfilled as petitioner prevented its fulfillment by paying his outstanding obligation and taking back the certificates of title without even notifying respondent. In this connection, Article 1186 of the Civil Code provides: Article 1186. The condition shall be deemed fulfilled when the obligor voluntarily prevents its fulfillment.

Legaspi vs Court of Appeals G.R. No. L-45510 Facts: Petitioner is the registered owner of two parcels of land which he sold to his son-in-law, private respondent, on October 15, 1965 for the sum of P25,000 with the right to repurchase the same within five years from the execution of the deed of sale. Before the expiry date of the repurchase period which was on October 15, 1970 petitioner offered and tendered to private respondent the sum of P25,000 for the repurchase of two parcels of land . The tender of payment was refused by private respondent without justifiable or legal cause. Private respondent refused to convey the properties to Legaspi as requested by the latter. On October 15, 1970 petitioner deposited in the Office of the Clerk of Court of First Instance of Cavite City the amount of P25,125.00. Despite earnest efforts towards a compromise after consignation of the repurchase money had been made, private respondent refused to reconvey the properties in question. Private respondent denies petitioners claims. Petitioner filed a complaint with the Court of First Instance of Cavite for reconveyance to enforce his right to repurchase two parcels of land which he sold to private respondent pursuant to a sale with pacto de retro as evidenced by a Deed of Sale with a Right to Repurchase. The CFI rendered judgment in favor of petitioner. Judgment is for the plaintiff who retains ownership of Lots Nos. 3962 and 3963 of the Imus Estate covered by TCT Nos. T-3488 and T-3489, respectively, of the Registry of Deeds for the Province of Cavite by automatic operation of law when payment of the obligation has been effected by depositing the whole amount with the Clerk of Court in spite of the refusal to receive the same. The Court of Appeals reversed the decision and dismissed the complaint. Issue: Whether or not the petitioner validly exercised his right to repurchase the properties within the five-year period as stipulated in the sale with pacto de retro entered into between the petitioner as vendor a retro and private respondent as vendee a retro. Held: Yes. Tender of payment is the manifestation made by the debtor to the creditor of his desire to comply with his obligation, with the offer of immediate performance. Generally, it is an act preparatory to consignation as an attempt to make a private settlement before proceeding to the solemnities of consignation. Consignation is the act of depositing the thing due with the court or judicial authorities whenever the creditor cannot accept or refuses to accept payment and it generally requires a prior tender of payment. In instances where no debt is due and owing, consignation is not proper. Since the case at bar involves the exercise of the right to repurchase, a showing that petitioner made a valid tender of payment is sufficient. It is enough that a sincere or genuine tender of payment and not a mock or deceptive one was made. The fact that he deposited the amount of the repurchase money with the Clerk of Court was simply an additional security for the petitioner. It was not an essential act that had to be performed after tender of payment was refused by the private respondent although it may serve to indicate the veracity of the desire to comply with the obligation. The records clearly manifest that the petitioner was able to make a valid tender of payment on the 14th of October 1970 by offering personally the amount of P25,000.00 to the private respondent who refused to accept it claiming that the money was devalued. Thereafter, the petitioner informed the private respondent that he would be depositing the same amount with the proper court. The trial court correctly ruled that there was proper exercise of the right to repurchase within the five-year period not for the reason that the deposit of the repurchase money amounted to a tender of payment but for what the evidence submitted before it proved.