THIRD DIVISION

SPOUSES NESTOR CASTILLO

and ROSIE REYES-
CASTILLO,
Petitioners,
- versus -
SPOUSES RUDY REYES
and CONSOLACION REYES,
Respondents
!R No "#$%"#
Present&
YNARES-
SANTIA!O,
Acting C.J.,
Chairperson,
AUSTRIA-
'ARTINE(,
CHICO-NA(ARIO,
NACHURA, and
REYES, JJ.
Pro)u*+ated&
Nove),er -., -$$#
/--------------------------------------------------/
RESOLUTION
NACHURA, J&
Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court assailing the
December 6, 2005 Decision!" of the Court of #ppeals $C#% in C#&'(R( C) *o( +,-.5(
/n *ovember +, !,,+, 0mmali1a Bohler and respondents negotiated for the sale of the former2s house and lot
located at 3oblacion, *ew 4ashington, #5lan, to the latter for the consideration of 3!65,000(00(2" /n the
following da6, *ovember ., the6 signed an #greement which pertinentl6 reads as follows7
4e, the undersigned, agree to the following terms and conditions regarding the sale of the house and lot located
at 3oblacion, *ew 4ashington, #5lan7
!( 8hat the total amount to be paid shall be /ne 9undred :i;t6&<ive 8housand 3esos $3!65,000(00% to be paid
in full on or before the !5
th
of December !,,+=
2( 8hat a partial pa6ment $sic% a total amount of /ne 9undred 8hirt6 8housand 3esos $3!-0,000(00% shall be
made toda6, the .
th
of *ovember !,,+=
-( 8hat the remaining balance in the amount $sic% of 8hirt6&<ive 8housand 3esos $3-5,000(00% shall be made
as per >! above=
4( 8hat the bu6ers, represented b6 the :pouses Rud6 and Consolacion Re6es $sic% shall be responsible for all
the legal and other related documents and procedures regarding this sale=
5( 8hat the seller, represented b6 ?s( 0mmali1a ?( Bohler, shall vacate the said house and lot on or $ sic% the
-!
st
of @anuar6, !,,.=
6( 8hat the tenants, represented b6 the :pouses Romeo and 0pifania )icente, shall vacate the same on or
before the -0
th
of #pril, !,,.= and
+( 8hat all parties concerned shall agree to all the terms and conditions stipulated herein(-"
Apon the signing of the said contract, respondents handed to Bohler 320,000(00 cash and allegedl6 a
3!!0,000(00&chec5( Bohler nonetheless insisted that the entire partial pa6ment should be in cash as she needed
it to redeem the subBect propert6 from the ban5 on the following ?onda6( :he hence demanded for its pa6ment
up to midnight on that da6 otherwise she would cancel the sale( Because the respondents failed to ma5e good
the 3!!0,000(00, Bohler subseCuentl6 sold the propert6 to the petitioners(4"
9aving learned of the subseCuent sale, the respondents immediatel6 tendered the chec5, as5ed the ban5 for a
certification that it was funded and consulted their law6er who sent a notice of lis pendens to the Register of
Deeds and the 3rovincial #ssessor(5" Civil Case *o( 60+0 for annulment of sale, specific performance and
damages was subseCuentl6 filed b6 the respondents with the Regional 8rial Court $R8C% of Dalibo, #5lan
against Bohler and the petitioners(
/n <ebruar6 2!, 200-, the R8C rendered its Decision6" declaring the *ovember ., !,,+ #greement a contract
to sell( Considering that no actual sale happened between Bohler and the respondents, the former could validl6
sell the propert6 to the petitioners( 8hus, the trial court dismissed the complaint(
#ggrieved, respondents appealed the case to the C#( En the challenged December 6, 2005 Decision,+" the
appellate court reversed the trial court2s ruling, declared the *ovember ., !,,+ #greement a contract of sale,
and annulled the subseCuent sale to the petitioners( 8he C# ruled, among others, that the wordings of the
agreement and the conduct of the parties suggest that the6 intended to enter into a contract of sale( /wnership
was not reserved b6 the vendor and non&pa6ment of the purchase price was not made a condition for the
contract2s effectivit6(."
3etitioners, thus, filed the instant petition for review on certiorari imputing the following errors to the C#7
!( 8he appellate court erred in declaring the contract st6led #'R00?0*8 dated 0. *ovember !,,+ as a
Fcontract of saleG and not a contract to sell(
2( 8he appellate court erred in declaring the petitioners in bad faith when the6 bought the subBect matter house
and lot on 02 ?arch !,,. from 0mmali1a 9( Bohler(,"
8he pivotal Cuestion to be addressed b6 the Court in this petition is whether the transaction between Bohler and
the respondents is a perfected contract of sale or a mere contract to sell(
:ale is a consensual contract and is perfected b6 mere consent, which is manifested b6 a meeting of the minds
as to the offer and acceptance thereof on the subBect matter, price and terms of pa6ment of the price(!0" En the
instant case, the *ovember ., !,,+ #greement clearl6 indicates that Bohler and the :pouses Re6es had a
meeting of the minds on the subBect matter of the contract, the house and lot= on the price, 3!65,000(00= and on
the terms of pa6ment, an initial pa6ment of 3!-0,000(00 on the date of e;ecution of the agreement and the
remaining balance on or before December !5, !,,+( #t that precise moment when the consent of both parties
was given, the contract of sale was perfected(
8he said agreement cannot be considered a contract to sell( En a contract of sale, the title to the propert6 passes
to the vendee upon the deliver6 of the thing sold= in a contract to sell, ownership is, b6 agreement, reserved in
the vendor and is not to pass to the vendee until full pa6ment of the purchase price( /therwise stated, in a
contract of sale, the vendor loses ownership over the propert6 and cannot recover it until and unless the contract
is resolved or rescinded= whereas, in a contract to sell, title is retained b6 the vendor until full pa6ment of the
price( En the latter contract, pa6ment of the price is a positive suspensive condition, failure of which is not a
breach but an event that prevents the obligation of the vendor to conve6 title from becoming effective(!!" 8he
*ovember ., !,,+ #greement herein cannot be characteri1ed as a contract to sell because the seller made no
e;press reservation of ownership or title to the subBect house and lot(!2" Enstead, the #greement contains all the
reCuisites of a contract of sale(
0HERE1ORE, premises considered, the petition for review on certiorari is DENIED DUE COURSE(
SO ORDERED(