Republic of the Philippines

COURT OF APPEALS
Cebu City
Branch 15
VICTORIA NUEGA,
Petitioner-Appellant,
1234567

CIVIL

CASE

For:
REVIEW

NO.

PETITION

LFOR

-versusROSITO TORIBIO,
Respondent-Appellee.
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MEMORANDUM
COME NOW RESPONDENT, through the undersigned
counsel, unto this Honorable Court of Appeals most
respectfully submit and present this Memorandum in the
above-titled case and aver that:
PREFATORY STATEMENT
This is a petition for review, under Rule 42 of the Rules of
Court, of the judgment of the Regional Trial Court Branch 15,
questioning the decision dated September 7, 2014, declaring
the contract of sale executed by Mr. Greggy Nuega valid,
thereby ruling, in favor of Mr. Rosito Toribio.
TIMELINESS OF FILING OF MEMORANDUM
On October 1, 2014, the office of the undersigned
counsel received the memorandum of petitioner. Respondent
had a period of fifteen (15) days from receipt of said notice
within which to file a legibly typewritten, mimeographed or
printed copies of Memorandum and proof of service of two
copies upon the petitioner.
Reckoned from October 1, 2014, respondent has until
October 16, 2014 to file the required Memorandum.
The Memorandum is duly filed on time.
STATEMENT OF FACTS

The main subject of this case is a rest house in Talisay

City owned by Greggy Nuega, petitioners husband. The offer
to sell the property by the petitioner, Mrs. Victoria Nuega.
And the respondent, Mr. Rosito Toribio, the purchaser of the
property herein subject of the controversy.
Respondent is a close friend of the spouses and has
known the latter since high school. Sometime in January
2010, during one of his visits to the spouses residence,
petitioner mentioned to him their plan to sell the rest house.
They were planning to buy a bigger house after discovering
that they were expecting a baby.
It would be a good investment and I would love to buy
the house should the couple finally decides to sell it, the
respondent remarked.
In April 2010, petitioner called respondent apprising
him of finally finding a bigger house and asked if the latter is
still interested to buy the house offered to him then, for the
amount of Five Million Pesos. The respondent immediately
agreed and accepted the offer. And so, the respondent asked
his lawyer-friend to prepare the necessary documents. A
managers check1 was latter issued.
In June 2010, respondent met up with Mr. Nuega. In the
meantime, the petitioner is in Japan to give birth to her child.
Respondent handed over the managers check as full
payment and the deed of sale 2 to Mr. Nuega, which the latter
accepted and signed.
Surprisingly in September 2010, a few months after the
consummated sale, respondent received a phone call from
the petitioner expressing disinterest and obstinate refusal to
sell the rest house averring to have changed her mind and
would rather keep it for investment. The respondent, on the
other hand, insisted that the sale was already consummated
and that they cannot back out now. He further said that he
already received the certificate of the title 3 from the formers
husband. But, the petitioner was persistent in her refusal and
even manifested her intention to return the money paid to
the respondent.
1

Exhibit 1
Exhibit 2
3
Exhibit 3
2

The respondent refused to accept and because of such

refusal the petitioner filed a complaint. In lieu thereof, the
respondent was forced to hire the services of a legal counsel
to defend himself and protect his legal rights under the law.

ISSUES

I. WHETHER OR NOT THE SUBJECT PROPERTY OF THE

CONTROVERSY IS A CONJUGAL PROPERTY
II. WHETHER OR NOT
CONTRACT OF SALE

THERE

WAS

CONSUMMATED

III. WHETHER OR NOT THE SALE IS VALID

IV. WHETHER OR NOT THE PETITIONER MAY BE HELD LIABLE
FOR DAMAGES

ARGUMENTS/DISCUSSIONS

I.
THE
FAMILY
CODE GOVERNS,
THE PROPERTY IS
A
CONJUGAL
PROPERTY
The Family Code took effect on August 3, 1988 and
undisputed is the fact that the Spouses Nuega were validly
married in 2009. Hence, the Family Code squarely applies to
them and to their property regime.
Under Article 75 of the Family Code, future spouses may
agree upon different property relations through marriage
settlements, in the absence thereof however, the system of
absolute community of property as established in this Code
shall govern.
In an absolute community property regime, all present
and future property not excepted by law are included. 4 And
since the property in controversy is one of those excluded
under the exceptions5, the conclusion is, the property is a
conjugal property of the Spouses Nuega.
4
5

Article 199 of the Family Code

Article 201 of the Family Code

II. THE CONTRACT

OF
SALE
IS
PERFECTED
In a fairly recent case of Tan vs. Erlinda C. Benolirao et.
al, the court declared that a contract to sell is defined as a
bilateral contract whereby the prospective seller, while
expressly reserving the ownership of the property despite
delivery thereof to the prospective buyer, binds himself to
sell the property exclusively to the prospective buyer upon
fulfillment of the condition agreed, i.e., full payment of the
purchase price.
6

And in Malbarosa v. CA and S.E.A Development Corp.7 the

court explained the importance of an offer and its
acceptance in a contract of sale. The court ruled that:
The acceptance of an offer must be made
known to the offeror. Unless the offeror knows of
the acceptance, there is no meeting of the
minds of the parties, no real concurrence of offer
and acceptance. The offeror may withdraw its
offer and revoke the same before acceptance
thereof by the offeree. The contract is perfected
only from the time an acceptance of an offer is
made known to the offeror.
From the petitioners testimony itself, she no less
admitted to have offered the property to the respondent in
the amount of P5 million Pesos sometime in the month April
2010, which offer the respondent immediately agreed. And
to express the respondents willingness to accept the offer
and to purchase the property, he straightaway prepared the
needed documents and the money required, by manifesting
the immediate preparation of a managers check as
payment. In June 2010, not more than three months from
such offer, Mr. Nuega had signed the deed and accepted the
payment made by the respondent.
Under Article 1475 of the New Civil Code:
The contract of sale is perfected at the moment
there is a meeting of minds upon the thing
which is the object of the contract and upon the
price.
From that moment, the parties may reciprocally
demand performance, subject to the provisions
of the law governing the form of contracts.
6

G.R. No. 153820, October 16, 2009

G.R. No. 125761, April 30, 2003

From the foregoing discussions, it is clear that a contract

of sale is perfected between the parties. Thus, the
respondent should not be unjustly stripped of a property
validly obtained by him under law just because the vendor is
confused or is undecided to sell a property she herself
offered to sell.

III. THERE IS A
VALID CONTRACT
OF SALE
1. THE RESPONDENT IS AN INNOCENT PURCHASER FOR
VALUE
During the direct and cross examination of the
respondent by the counsel, their conversation revealed as
follows:
When did you (respondent) learn that Ms. Nuega
(petitioner) did not want to sell the rest house anymore?,
the counsel asked. When she (petitioner) returned in
September 2010..., the respondent replied.
A purchaser in good faith is one who buys the property of another without notice that some
other person has a right to, or 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 the claim or interest of some other person
in the property. To establish his status as a buyer for value in good faith, a person dealing with
land registered in the name of and occupied by the seller need only show that he relied on the face
of the sellers certificate of title. But for a person dealing with land registered in the name of and
occupied by the seller whose capacity to sell is restricted, such as by Articles 166 and 173 of the
Civil Code or Article 124 of the Family Code, he must show that he inquired into the latters
capacity to sell in order to establish himself as a buyer for value in good faith. 8
The circumstances surrounding this case undoubtedly points to the good faith of the
respondent. He has been a longtime friend of the Nuegas, he was also well aware of how the
property had been took cared of, the due title thereof and, that the property is best suited as a
conjugal home.
It is a recognized principle that a person dealing with registered land need not go beyond its
certificate of title, it is also a firmly established rule that where circumstances exist which would
put a purchaser on guard and prompt him to investigate further, such as the presence of
occupants/tenants on the property offered for sale, it is expected that the purchaser would inquire
first into the nature of possession of the occupants, i.e., whether or not the occupants possess the
land in the concept of an owner.9
In the case at hand, the respondent did not have any reason to doubt the validity of the title.
The property is neither occupied by another.
For a very long time, the respondent had always known the property to be owned by the
petitioner and her spouse, and rightfully so, one of the Spouses Nuegas are the established owner
of the property. Hence, it is undisputed that the respondent is a purchaser of property in good
faith; he cannot be dispossessed of the property nor is the contract of sale be annulled.

8
9

Ravina vs. Abrielle G.R. No. 160708 October 16, 2009

Rufloe vs. Bugos G.R. No. 143173

Prior to the telephone call made by the petitioner relaying her refusal to respondent, the latter
is in no way able to know the intentions of the former. What is clear to him though is the
petitioners offer and consent to the sale.

2. THE CONSENT WAS UNREASONABLY WITHHELD

Interestingly, Article 124 and 96 of the Family Code
provides that a disposition of property by one spouse without
the consent of the other spouse is void. This rule is not
without exemption. In the case of Costuna vs. Domondon,10 the court held
that the consent of the petitioner (spouse) is essential for the validity of the sale, but in a case,
where consent was unreasonably withheld, the court is constrained to relax the application of the
law and consider the sale as falling within the recognized exceptions.
What was then the reason for the refusal to sell the property after having offered the same to
the respondent? On one hand, the petitioner, from her testimony, thought it would be better to
keep it in the meantime as an investment. The respondent, on the other hand, testified that after
telling the petitioner his plans of getting married and to use the rest house as a conjugal home,
petitioners appetite turned sour leading her to refuse the sell. In either case, there is no valid and
justifiable reason to withhold the consent.

IV.
PETITIONER
LIABLE
DAMAGES

THE
IS
FOR

Every person must, in the exercise of his rights and in the

performance of his duties, act with justice, give everyone his
due and observe honesty and good faith. 11
Men cannot relentlessly do whatever he feels right and
refuse to do whenever he feels correct, when in the process,
he tramples upon the rights of another or abuse the rights
granted to him naturally and by law. A person, must at all
times commit himself to justice, honesty, and good faith and
never to abuse it.
In this connection, Article 20 of the Civil Code provides
that every person who, contrary to law, willfully or
negligently causes damage to another shall indemnify the
latter for the same. The court explained in Yuchenco vs.
MCPC12 that:
When a right is exercised in a manner which
does not conform to the standards set forth in
the said provision and results in damage to
another, a legal wrong is thereby committed for
which the wrongdoer must be responsible.
As discussed above, the petitioner took an active role in
the negotiation of the property. She offered the property to
10

G.R. No. 82753 December 19, 1989

Article 19 of the New Civil Code
12
G.R. No. 184315
11

the respondent, facilitated the negotiation, and made the

respondent believe of her pure intentions to sell the
property. Only to the dismay of the respondent, prodded at
the time when all things are settled, the petitioner suddenly
changes her mind without any valid reason and legal ground
to anchor her refusal. Hence, she should be held liable for
damages.
PRAYER
WHEREFORE,
PREMISES
CONSIDERED,
the
Memorandum is submitted. It is respectfully prayed of this
honorable court that a Decision be rendered in favor of the
respondent and against the petitioner:
a. Declare the sale as valid and binding
And order the petitioner to pay respondent the sum of:
b. Php 150,000.00 by way of moral damages;
c. Php 150,000.00 by way of attorneys fees; and
e. Litigation expenses and cost of suit;
Other reliefs just and equitable are also prayed for.
RESPECTFULLY FILED.
Cebu City, Philippines.
October 10, 2014