(Cement Bags)
Sale or Return or Sale on Approval: clearly requires an express
written agreement. Parol or extrinsic testimony could not be admitted for
the purpose of showing that an invoice or bill of sale that was complete in
every aspect and purporting to embody a sale without condition or
restriction constituted a contract of sale or return. If the purchaser desired
to incorporate a stipulation securing to him the right of return, he should
have done so at the time the contract was made. On the other hand, the
buyer cannot accept part and reject the rest of the goods since this falls
outside the normal intent of the parties in the "on approval" situation.
Onapal vs. CA:
(Commodity Futures Contract)
Futures - If a contract which purports to be for the delivery of
goods, securities or shares of stock is entered into with the intention that
the difference between the price stipulated and the exchange or market
price at the time of the pretended delivery shall be paid by the loser to the
winner, the transaction is null and void. The loser may recover what he has
paid. (Article 2018, NCC)
The parties never intended to make or accept delivery of any
particular commodity but the parties merely made a speculation on the
rise or fall in the market of the contract price of the commodity, subject of
the transaction, on the pretended date of delivery so that if the forecast
was correct, one party would make a profit, but if the forecast was wrong,
one party would lose money. It is illegal as it is against public policy.
The written trading contract in question is not illegal but the
transaction between the petitioner and the private respondent purportedly
to implement the contract is in the nature of a gambling agreement.
Applicability of Art. 1462: does not apply. The said article requires
that there be delivery of goods, actual or constructive, to be applicable.
Delivery: By delivery is meant the act by which the res or subject is
placed in the actual or constructive possession or control of another. It may
be actual as when physical possession is given to the vendee or his
representative; or constructive which takes place without actual transfer of
goods, but includes symbolic delivery or substituted delivery.
Perfecto Dy vs. CA:
(Tractor)
Chattel Mortgage Does Not Divest Ownership Upon the Mortgagor:
The mortgagor who gave the property as security under a chattel
mortgage did not part with the ownership over the same. He had the right
to sell it although he was under the obligation to secure the written
consent of the mortgagee or he lays himself open to criminal prosecution.
And even if no consent was obtained from the mortgagee, the validity of
the sale would still not be affected.
the benefit of the person from whom the property comes. The beneficiary
shall have the right to enforce the trust, notwithstanding the irrevocability
of the Torrens title and the trustee and his successors-in-interest are bound
to execute the deed of reconveyance.
Primary Structures vs. Sps. Valencia:
Legal Redemption: Whenever a piece of rural land not exceeding
one hectare is alienated, the law grants to the adjoining owners a right of
redemption except when the grantee or buyer does not own any other
rural land. The land to be redeemed and the adjacent land must both be
rural lands. The buyer must also be an owner of a rural land.
The right of legal pre-emption or redemption shall not be exercised
except within thirty days from notice in writing by the prospective vendor,
or by the vendor, as the case may be. The deed of sale shall not be
recorded in the Registry of Property unless the same is accompanied by an
affidavit of the vendor that he has given notice thereof to all possible
redemptioners.
The written notice of sale is mandatory. Notwithstanding actual
knowledge of a co-owner, the latter is still entitled to a written notice from
the selling co-owner in order to remove all uncertainties about the sale, its
terms and conditions, as well as its efficacy and status.
People vs. Ganguso:
(Buy-Bust Operation)
Perfection of Contract of Sale: When Vermug offered to buy
P500.00 worth of "S" and the appellant got the money without asking what
"S" meant, it was apparent that she already understood what "S" stood for.
There was, therefore, a meeting of minds upon a definite object and upon
the price. The appellant's acceptance of the payment was an indication
that she had given her consent to the contract of sale. It was a clear
evidence that the contract between her and Vermug was perfected and
was even partially fulfilled and executed.
Transfer of Ownership: The appellant did not, however, have in her
possession or disposition the object of the sale. Article 1459 of the Civil
Code provides in part that the vendor must have a right to transfer the
ownership of the subject sold at the time it is delivered. This means that
the seller must be the owner of the thing sold at the time of delivery. But,
he need not be the owner at the time of the perfection of the
contract. There is no doubt that the appellant had already a right to
dispose of the prohibited stuff at the time she delivered it to Vermug, for
ownership thereof was acquired by her from the moment it was delivered
to her by the man from the interior after her payment of the price therefor.
Two transactions were then consummated, viz., that between the appellant
and Vermug, with the appellant as the seller, and that between the
appellant and the man from the interior, with the former as the buyer.
The other interpretation is that the appellant was merely acting as
an agent of the supplier or seller of dangerous drugs.
(Memorandum of Agreement)
Contract OF Sale vs. Contract TO Sell: The following are the
differences between a Contract OF Sale and a Contract TO Sell: (a) In a
Contract OF Sale, the non-payment of the price is a resolutory condition
which extinguishes the transaction that, for a time, existed and discharges
the obligations created thereunder; in a Contract TO Sell, full payment of
the purchase price is a positive suspensive condition, failure of which is not
a breach but an event that prevents the obligation of the vendor to convey
title from becoming effective; (b) In the first, title over the property
generally passes to the buyer upon delivery; in the second, ownership is
retained by the seller, regardless of delivery and is not to pass until full
payment of the price; and (c) In the first, after delivery has been made, the
seller has lost ownership and cannot recover it unless the contract is
resolved or rescinded; in the second, since the seller retains ownership,
despite delivery, he is enforcing and not rescinding the contract if he seeks
to oust the buyer for failure to pay.
Panganiban vs. Oamil
(21st or Canda St.)
Rights of the Vendee in a Sale of a Property Owned in Common: As
Partenios successor-in-interest to the property, respondent could not
acquire any superior right in the property than what Partenio is entitled to
or could transfer or alienate after partition. In a contract of sale of coowned property, what the vendee obtains by virtue of such a sale are the
same rights as the vendor had as co-owner, and the vendee merely steps
into the shoes of the vendor as co-owner.
Lumbres vs. Tablada
(Double Sale/Pag-Ibig)
Double Sale: Art. 1544. If the same thing should have been sold to
different vendees, the ownership shall be transferred to the person who
may have first taken possession thereof in good faith, if it should be
movable property.
Should it be immovable property, the ownership shall belong to the
person acquiring it who in good faith first recorded it in the Registry of
Property.
Should there be no inscription, the ownership shall pertain to the
person who in good faith was first in the possession, and, in the absence
thereof, to the person who presents the oldest title, provided there is good
faith.
Petitioners are in bad faith. They were indisputably and reasonably
informed that the subject lot was previously sold to the respondents. In
fact, they were already aware that the respondents had constructed a
house thereon and are presently in possession of the same.
Knowledge gained by the second buyer of the first sale defeats his
rights even if he is the first to register the second sale because such
knowledge taints his prior registration with bad faith. For the second buyer
to displace the first, he must show that he acted in good faith throughout
(i.e. in ignorance of the first sale and of the first buyer's rights) from the
time of acquisition until the title is transferred to him by registration.
The prevailing doctrine is that as between the buyer who is in
possession of a Torrens title but who has acquired it in bad faith and the
first buyer who failed to have his title recorded in the Registry of Property,
the first buyer must prevail.
Abilla vs. Gobonseng:
(Pacto de Retro or Equitable Mortgage)
Exception to 3 Paragraph of Article 1606: If it should appear that
the parties agreement was really one of sale transferring ownership to
the vendee, but accompanied by a reservation to the vendor of the right to
repurchase the property and there are no circumstances that may
reasonably be accepted as generating some honest doubt as to the
parties' intention, the proviso is inapplicable. . If the rule were otherwise, it
would be within the power of every vendor a retro to set at naught
a pacto de retro, or resurrect an expired right of repurchase, by simply
instituting an action to reform the contract known to him to be in truth a
sale with pacto de retro into an equitable mortgage. It would in effect
alter or modify the stipulation in the contract as to the definite and specific
limitation of the period for repurchase thereby not simply increasing but in
reality resuscitating the expired right to repurchase
To be able to avail of the 30-day period provided in Article 1606, it
must appear that there was a belief on his part, founded on facts attendant
upon the execution of the sale with pacto de retro, honestly and sincerely
entertained, that the agreement was in reality a mortgage, one not
intended to affect the title to the property ostensibly sold, but merely to
give it as security for a loan or other obligation.
Agan vs. Heirs of Sps. Nueva
(Petition for Relief)
rd
in this case, the execution thereof shall be equivalent to the delivery of the
thing which is the object of the contract, if from the deed the contrary does
not appear or cannot clearly be inferred.
Possession: A person who occupies the land of another at the
latters tolerance or permission, without any contract between them, is
bound by an implied promise that he will vacate the same upon demand,
failing which a summary action for ejectment is the proper remedy against
him.
Daroy vs. Abecia:
(Malpractice Case)
Application of Art. 1491 (Exception Property To Satisfy Execution
Judgment: The prohibition in Art. 1491 does not apply to the sale of a
parcel of land, acquired by a client to satisfy a judgment in his favor, to his
attorney as long as the property was not the subject of the litigation. The
prohibition with respect to attorneys in the case extends only to property
and rights which may be the object of any litigation in which they may take
part by virtue of their profession.
In Re Maquera
(Disbarred in Guam)
Application of Article 1492 Property Itself Was the Subject of
Litigation): Article 1492 in relation to Article 1491, paragraph 5 of the Civil
Code of the Philippines. Paragraph 5 of Article 1491 prohibits the lawyers
acquisition by assignment of the clients property which is the subject of
the litigation handled by the lawyer. Under Article 1492, the prohibition
extends to sales in legal redemption. This is founded on public policy
because, by virtue of his office, an attorney may easily take advantage of
the credulity and ignorance of his client and unduly enrich himself at the
expense of his client.
Integrated Packaging vs. CA
(Paper)
Article 1583: The order agreement gives rise to a reciprocal
obligations such that the obligation of one is dependent upon the obligation
of the other. Reciprocal obligations are to be performed simultaneously, so
that the performance of one is conditioned upon the simultaneous
fulfillment of the other.
"When there is a contract of sale of goods to be delivered by stated
installments, which are to be separately paid for, and the seller makes
defective deliveries in respect of one or more installments, or the buyer
neglects or refuses without just cause to take delivery of or pay for one or
more installments, it depends in each case on the terms of the contract
and the circumstances of the case, whether the breach of contract is so
material as to justify the injured party in refusing to proceed further and
suing for damages for breach of the entire contract, or whether the breach
is severable, giving rise to a claim for compensation but not to a right to
treat the whole contract as broken."
Relativity of Contracts: Contracts can only bind the parties who
entered into it, and it cannot favor or prejudice a third person, even if he is
aware of such contract and has acted with knowledge thereof.
Sps. Payongayong vs. CA
(Mendoza-MESALA)
Indefeasibility of Torrens Title: Every registered owner and every
subsequent purchaser for value in good faith holds the title to the property
free from all encumbrances except those noted in the certificate. Hence, a
purchaser is not required to explore further what the Torrens title on its
face indicates in quest for any hidden defect or inchoate right that may
subsequently defeat his right thereto.
Double Sale of An Immovable: There being double sale of an
immovable property, as the above-quoted provision instructs, ownership
shall be transferred (1) to the person acquiring it who in good faith first
recorded it in the Registry of Property; (2) in default thereof, to the person
who in good faith was first in possession; and (3) in default thereof, to the
person who presents the oldest title, provided there is good faith.
Simulation: Simulation occurs when an apparent contract is a
declaration of a fictitious will, deliberately made by agreement of the
parties, in order to produce, for the purpose of deception, the appearance
of a juridical act which does not exist or is different from that which was
really executed. Its requisites are: a) an outward declaration of will
different from the will of the parties; b) the false appearance must have
been intended by mutual agreement; and c) the purpose is to deceive third
persons.
The basic characteristic then of a simulated contract is that it is not
really desired or intended to produce legal effects or does not in any way
alter the juridical situation of the parties.