G.R. No.

107207 November 23, 1995

VIRGILIO R. ROMERO, petitioner,
vs.
HON. COURT OF APPEALS and ENRIQUETA CHUA VDA. DE ONGSIONG, respondents.

VITUG, J.:
The parties pose this question: May the vendor demand the rescission of a contract for the sale of a parcel of land for a cause traceable to his own
failure to have the squatters on the subject property evicted within the contractually-stipulated period?
Petitioner Virgilio R. Romero, a civil engineer, was engaged in the business of production, manufacture and exportation of perlite filter aids, permalite
insulation and processed perlite ore. In 1988, petitioner and his foreign partners decided to put up a central warehouse in Metro Manila on a land area
of approximately 2,000 square meters. The project was made known to several freelance real estate brokers.
A day or so after the announcement, Alfonso Flores and his wife, accompanied by a broker, offered a parcel of land measuring 1,952 square meters.
Located in Barangay San Dionisio, Paraaque, Metro Manila, the lot was covered by TCT No. 361402 in the name of private respondent Enriqueta
Chua vda. de Ongsiong. Petitioner visited the property and, except for the presence of squatters in the area, he found the place suitable for a central
warehouse.
Later, the Flores spouses called on petitioner with a proposal that should he advance the amount of P50,000.00 which could be used in taking up an
ejectment case against the squatters, private respondent would agree to sell the property for only P800.00 per square meter. Petitioner expressed his
concurrence. On 09 June 1988, a contract, denominated "Deed of Conditional Sale," was executed between petitioner and private respondent. The
simply-drawn contract read:
DEED OF CONDITIONAL SALE
KNOW ALL MEN BY THESE PRESENTS:
This Contract, made and executed in the Municipality of Makati, Philippines this 9th day of June, 1988 by and between:
ENRIQUETA CHUA VDA. DE ONGSIONG, of legal age, widow, Filipino and residing at 105 Simoun St.,
Quezon City, Metro Manila, hereinafter referred to as the VENDOR;
-andVIRGILIO R. ROMERO, married to Severina L. Lat, of Legal age, Filipino, and residing at 110 San
Miguel St., Plainview Subd., Mandaluyong Metro Manila, hereinafter referred to as the VENDEE:
W I T N E S S E T H : That
WHEREAS, the VENDOR is the owner of One (1) parcel of land with a total area of ONE THOUSAND NINE HUNDRED FIFTY
TWO (1,952) SQUARE METERS, more or less, located in Barrio San Dionisio, Municipality of Paraaque, Province of Rizal,
covered by TCT No. 361402 issued by the Registry of Deeds of Pasig and more particularly described as follows:
xxx xxx xxx
WHEREAS, the VENDEE, for (sic) has offered to buy a parcel of land and the VENDOR has accepted the offer, subject to the
terms and conditions hereinafter stipulated:
NOW, THEREFORE, for and in consideration of the sum of ONE MILLION FIVE HUNDRED SIXTY ONE THOUSAND SIX
HUNDRED PESOS (P1,561,600.00) ONLY, Philippine Currency, payable by VENDEE to in to (sic) manner set forth, the
VENDOR agrees to sell to the VENDEE, their heirs, successors, administrators, executors, assign, all her rights, titles and
interest in and to the property mentioned in the FIRST WHEREAS CLAUSE, subject to the following terms and conditions:
1. That the sum of FIFTY THOUSAND PESOS (P50,000.00) ONLY Philippine Currency, is to be paid
upon signing and execution of this instrument.

2. The balance of the purchase price in the amount of ONE MILLION FIVE HUNDRED ELEVEN
THOUSAND SIX HUNDRED PESOS (P1,511,600.00) ONLY shall be paid 45 days after the removal of
all squatters from the above described property.
3. Upon full payment of the overall purchase price as aforesaid, VENDOR without necessity of demand
shall immediately sign, execute, acknowledged (sic) and deliver the corresponding deed of absolute sale
in favor of the VENDEE free from all liens and encumbrances and all Real Estate taxes are all paid and
updated.
It is hereby agreed, covenanted and stipulated by and between the parties hereto that if after 60 days from the date of the
signing of this contract the VENDOR shall not be able to remove the squatters from the property being purchased, the
downpayment made by the buyer shall be returned/reimbursed by the VENDOR to the VENDEE.
That in the event that the VENDEE shall not be able to pay the VENDOR the balance of the purchase price of ONE MILLION
FIVE HUNDRED ELEVEN THOUSAND SIX HUNDRED PESOS (P1,511,600.00) ONLY after 45 days from written notification to
the VENDEE of the removal of the squatters from the property being purchased, the FIFTY THOUSAND PESOS (P50,000.00)
previously paid as downpayment shall be forfeited in favor of the VENDOR.
Expenses for the registration such as registration fees, documentary stamp, transfer fee, assurances and such other fees and
expenses as may be necessary to transfer the title to the name of the VENDEE shall be for the account of the VENDEE while
capital gains tax shall be paid by the VENDOR.
IN WITNESS WHEREOF, the parties hereunto signed those (sic) presents in the City of Makati MM, Philippines on this 9th day
of June, 1988.
(Sgd.) (Sgd.)
VIRGILIO R. ROMERO ENRIQUETA CHUA VDA.
DE ONGSIONG
Vendee Vendor
SIGNED IN THE PRESENCE OF:
(Sgd.) (Sgd.)
Rowena C. Ongsiong Jack M. Cruz 1

Alfonso Flores, in behalf of private respondent, forthwith received and acknowledged a check for P50,000.00 2

from petitioner.

Pursuant to the agreement, private respondent filed a complaint for ejectment (Civil Case No. 7579) against Melchor Musa and 29 other squatter
families with the Metropolitan Trial Court of Paraaque. A few months later, or on 21 February 1989, judgment was rendered ordering the defendants to
vacate the premises. The decision was handed down beyond the 60-day period (expiring 09 August 1988) stipulated in the contract. The writ of
execution of the judgment was issued, still later, on 30 March 1989.
In a letter, dated 07 April 1989, private respondent sought to return the P50,000.00 she received from petitioner since, she said, she could not "get rid
of the squatters" on the lot. Atty. Sergio A.F. Apostol, counsel for petitioner, in his reply of 17 April 1989, refused the tender and stated:.
Our client believes that with the exercise of reasonable diligence considering the favorable decision rendered by the Court and
the writ of execution issued pursuant thereto, it is now possible to eject the squatters from the premises of the subject property,
for which reason, he proposes that he shall take it upon himself to eject the squatters, provided, that expenses which shall be
incurred by reason thereof shall be chargeable to the purchase price of the land. 4
Meanwhile, the Presidential Commission for the Urban Poor ("PCUD"), through its Regional Director for Luzon, Farley O. Viloria, asked the
Metropolitan Trial Court of Paraaque for a grace period of 45 days from 21 April 1989 within which to relocate and transfer the squatter families. Acting
favorably on the request, the court suspended the enforcement of the writ of execution accordingly.
On 08 June 1989, Atty. Apostol reminded private respondent on the expiry of the 45-day grace period and his client's willingness to "underwrite the
expenses for the execution of the judgment and ejectment of the occupants." 5

In his letter of 19 June 1989, Atty. Joaquin Yuseco, Jr., counsel for private respondent, advised Atty. Apostol that the Deed of Conditional Sale had been
rendered null and void by virtue of his client's failure to evict the squatters from the premises within the agreed 60-day period. He added that private
respondent had "decided to retain the property." 6
On 23 June 1989, Atty. Apostol wrote back to explain:
The contract of sale between the parties was perfected from the very moment that there was a meeting of the minds of the
parties upon the subject lot and the price in the amount of P1,561,600.00. Moreover, the contract had already been partially
fulfilled and executed upon receipt of the downpayment of your client. Ms. Ongsiong is precluded from rejecting its binding
effects relying upon her inability to eject the squatters from the premises of subject property during the agreed period. Suffice it
to state that, the provision of the Deed of Conditional Sale do not grant her the option or prerogative to rescind the contract and
to retain the property should she fail to comply with the obligation she has assumed under the contract. In fact, a perusal of the
terms and conditions of the contract clearly shows that the right to rescind the contract and to demand the return/reimbursement
of the downpayment is granted to our client for his protection.
Instead, however, of availing himself of the power to rescind the contract and demand the return, reimbursement of the
downpayment, our client had opted to take it upon himself to eject the squatters from the premises. Precisely, we refer you to
our letters addressed to your client dated April 17, 1989 and June 8, 1989.
Moreover, it is basic under the law on contracts that the power to rescind is given to the injured party. Undoubtedly, under the
circumstances, our client is the injured party.
Furthermore, your client has not complied with her obligation under their contract in good faith. It is undeniable that Ms.
Ongsiong deliberately refused to exert efforts to eject the squatters from the premises of the subject property and her decision
to retain the property was brought about by the sudden increase in the value of realties in the surrounding areas.
Please consider this letter as a tender of payment to your client and a demand to execute the absolute Deed of Sale. 7
A few days later (or on 27 June 1989), private respondent, prompted by petitioner's continued refusal to accept the return of the P50,000.00 advance
payment, filed with the Regional Trial Court of Makati, Branch 133, Civil Case No. 89-4394 for rescission of the deed of "conditional" sale, plus
damages, and for the consignation of P50,000.00 cash.
Meanwhile, on 25 August 1989, the Metropolitan Trial Court issued an alias writ of execution in Civil Case No. 7579 on motion of private respondent but
the squatters apparently still stayed on.

rendered decision holding that private

respondent had no right to rescind the contract since it was she who "violated her obligation to eject the
squatters from the subject property" and that petitioner, being the injured party, was the party who could,
under Article 1191 of the Civil Code, rescind the agreement. The court ruled that the provisions in the
contract relating to (a) the return/reimbursement of the P50,000.00 if the vendor were to fail in her
obligation to free the property from squatters within the stipulated period or (b), upon the other hand, the
sum's forfeiture by the vendor if the vendee were to fail in paying the agreed purchase price, amounted to
"penalty clauses". The court added:
Back to Civil Case No. 89-4394, on 26 June 1990, the Regional Trial Court of Makati 8

This Court is not convinced of the ground relied upon by the plaintiff in seeking the rescission, namely: (1) he (sic) is afraid of
the squatters; and (2) she has spent so much to eject them from the premises (p. 6, tsn, ses. Jan. 3, 1990). Militating against
her profession of good faith is plaintiffs conduct which is not in accord with the rules of fair play and justice. Notably, she caused
the issuance of an alias writ of execution on August 25, 1989 (Exh. 6) in the ejectment suit which was almost two months after
she filed the complaint before this Court on June 27, 1989. If she were really afraid of the squatters, then she should not have
pursued the issuance of an alias writ of execution. Besides, she did not even report to the police the alleged phone threats from
the squatters. To the mind of the Court, the so-called squatter factor is simply factuitous (sic). 9
The lower court, accordingly, dismissed the complaint and ordered, instead, private respondent to eject or cause the ejectment of the
squatters from the property and to execute the absolute deed of conveyance upon payment of the full purchase price by petitioner.

It opined that the contract

entered into by the parties was subject to a resolutory condition, i.e., the ejectment of the squatters from
the land, the non-occurrence of which resulted in the failure of the object of the contract; that private
Private respondent appealed to the Court of Appeals. On 29 May 1992, the appellate court rendered its decision. 10

respondent substantially complied with her obligation to evict the squatters; that it was petitioner who was
not ready to pay the purchase price and fulfill his part of the contract, and that the provision requiring a
mandatory return/reimbursement of the P50,000.00 in case private respondent would fail to eject the
squatters within the 60-day period was not a penal clause. Thus, it concluded.
WHEREFORE, the decision appealed from is REVERSED and SET ASIDE, and a new one entered declaring the contract of
conditional sale dated June 9, 1988 cancelled and ordering the defendant-appellee to accept the return of the downpayment in
the amount of P50,000.00 which was deposited in the court below. No pronouncement as to costs. 11
Failing to obtain a reconsideration, petitioner filed this petition for review on certiorari raising issues that, in fine, center on the nature of the contract
adverted to and the P50,000.00 remittance made by petitioner.

depending on whether the agreement is devoid of, or

subject to, any condition imposed on the passing of title of the thing to be conveyed or on the obligation of
a party thereto. When ownership is retained until the fulfillment of a positive condition the breach of the
condition will simply prevent the duty to convey title from acquiring an obligatory force. If the condition is
imposed on an obligation of a party which is not complied with, the other party may either refuse to
proceed or waive said condition (Art. 1545, Civil Code). Where, of course, the condition is imposed upon
the perfection of the contract itself, the failure of such condition would prevent the juridical relation itself
from coming into existence.
A perfected contract of sale may either be absolute or conditional 12

13

In determining the real character of the contract, the title given to it by the parties is not as much significant as its substance. For example, a deed of
sale, although denominated as a deed of conditional sale, may be treated as absolute in nature, if title to the property sold is not reserved in the vendor
or if the vendor is not granted the right to unilaterally rescind the contract predicated
on the fulfillment or non-fulfillment, as the case may be, of the prescribed condition. 14
The term "condition" in the context of a perfected contract of sale pertains, in reality, to the compliance by one party of an undertaking the fulfillment of
which would beckon, in turn, the demandability of the reciprocal prestation of the other party. The reciprocal obligations referred to would normally be,
in the case of vendee, the payment of the agreed purchase price and, in the case of the vendor, the fulfillment of certain express warranties (which, in
the case at bench is the timely eviction of the squatters on the property).
It would be futile to challenge the agreement here in question as not being a duly perfected contract. A sale is at once perfected when a person (the
seller) obligates himself, for a price certain, to deliver and to transfer ownership of a specified thing or right to another (the buyer) over which the latter
agrees. 15
The object of the sale, in the case before us, was specifically identified to be a 1,952-square meter lot in San Dionisio, Paraaque, Rizal, covered by
Transfer Certificate of Title No. 361402 of the Registry of Deeds for Pasig and therein technically described. The purchase price was fixed at
P1,561,600.00, of which P50,000.00 was to be paid upon the execution of the document of sale and the balance of P1,511,600.00 payable "45 days
after the removal of all squatters from the above described property."
From the moment the contract is perfected, the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the
consequences which, according to their nature, may be in keeping with good faith, usage and law. Under the agreement, private respondent is
obligated to evict the squatters on the property. The ejectment of the squatters is a condition the operative act of which sets into motion the period of
compliance by petitioner of his own obligation, i.e., to pay the balance of the purchase price. Private respondent's failure "to remove the squatters from
the property" within the stipulated period gives petitioner the right to either refuse to proceed with the agreement or waive that condition in consonance
with Article 1545 of the Civil Code. 16This

option clearly belongs to petitioner and not to private respondent.

We share the opinion of the appellate court that the undertaking required of private respondent does not constitute a "potestative condition dependent

but a "mixed" condition "dependent

not on the will of the vendor alone but also of third persons like the squatters and government agencies
and personnel concerned." We must hasten to add, however, that where the so-called "potestative
condition" is imposed not on the birth of the obligation but on its fulfillment, only the obligation is avoided,
leaving unaffected the obligation itself.
solely on his will" that might, otherwise, be void in accordance with Article 1182 of the Civil Code 17

18

19

In contracts of sale particularly, Article 1545 of the Civil Code, aforementioned, allows the obligee to choose between proceeding with the agreement or
waiving the performance of the condition. It is this provision which is the pertinent rule in the case at bench. Here, evidently, petitioner has waived the
performance of the condition imposed on private respondent to free the property from squatters. 20

The right of resolution of a party to

an obligation under Article 1191 of the Civil Code is predicated on a breach of faith by the other party that
violates the reciprocity between them. It is private respondent who has failed in her obligation under the
contract. Petitioner did not breach the agreement. He has agreed, in fact, to shoulder the expenses of the
execution of the judgment in the ejectment case and to make arrangements with the sheriff to effect such
execution. In his letter of 23 June 1989, counsel for petitioner has tendered payment and demanded
forthwith the execution of the deed of absolute sale. Parenthetically, this offer to pay, having been made
prior to the demand for rescission, assuming for the sake of argument that such a demand is proper
under Article 1592 of the Civil Code, would likewise suffice to defeat private respondent's prerogative to
rescind thereunder.
In any case, private respondent's action for rescission is not warranted. She is not the injured party. 21

22

23

There is no need to still belabor the question of whether the P50,000.00 advance payment is reimbursable to petitioner or forfeitable by private
respondent, since, on the basis of our foregoing conclusions, the matter has ceased to be an issue. Suffice it to say that petitioner having opted to
proceed with the sale, neither may petitioner demand its reimbursement from private respondent nor may private respondent subject it to forfeiture.
WHEREFORE, the questioned decision of the Court of Appeals is hereby REVERSED AND SET ASIDE, and another is entered ordering petitioner to
pay private respondent the balance of the purchase price and the latter to execute the deed of absolute sale in favor of petitioner. No costs.
SO ORDERED.
Feliciano, Romero, Melo and Panganiban, JJ., concur.
Footnotes
1 Records, pp. 60-61.
2 Exh. 9.
3 Exh. 2.
4 Records, p. 116.
5 Exh. 8-B.
6 Exh. D.
7 Records, pp. 74-75.
8 Presided by Judge Buenaventura J. Guerrero.
9 Records, p. 205.
10 Penned by Associate Justice Fermin A. Martin, Jr. and concurred in by Associate Justices Emeterio C. Cui and Cezar D.
Francisco.
11 Rollo, p. 46.
12 Art. 1458, second paragraph, Civil Code of the Philippines.
13 See Ang Yu Asuncion, et al., vs. Court of Appeals, 238 SCRA 602.
14 Ibid., Vol. V, p. 3 citing Dignos v. Court of Appeals, No. L-59266, February 29, 1988, 158 SCRA 375.
15 Art. 1475. 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.
16 Art. 1545. Where the obligation of either party to a contract of sale is subject to any condition which is not performed, such
party may refuse to proceed with the contract or he may waive performance of the condition. If the other party has promised that
the condition should happen or be performed, such first mentioned party may also treat the nonperformance of the condition as
a breach of warranty.
Where the ownership in the thing has not passed, the buyer may treat the fulfillment by the seller of his obligation to deliver the
same as described and as warranted expressly or by implication in the contract of sale as a condition of the obligation of the
buyer to perform his promise to accept and pay for the thing.
17 Art. 1182. When the fulfillment of the condition depends upon the sole will of the debtor, the conditional obligation shall be
void. If it depends upon chance or upon the will of a third person, the obligation shall take effect in conformity with the provisions
of this Code.
18 Decision, p. 17.
19 See Osmea vs. Rama, 14 Phil. 99.
20 See: Intestate Estate of the Late Ricardo P. Presbitero, Sr. v. Court of Appeals, 217 SCRA 372.
21 In Boysaw v. Interphil. Promotions, Inc. (148 SCRA 635, 643), the Court has said: "The power to rescind is given to the
injured party. 'Where the plaintiff is the party who did not perform the undertaking which he was bound by the terms of the
agreement to perform, he is not entitled to insist upon the performance of the contract by the defendant, or recover damages by
reason of his own breach.'"
22 Deiparine, Jr. v. Court of Appeals, 221 SCRA 503, 513 citing Universal Food Corporation v. Court of Appeals, 33 SCRA 1.
23 See Ocampo v. Court of Appeals, supra. Art. 1592 states: "In the sale of immovable property, even though it may have been
stipulated that upon failure to pay the price at the time agreed upon the rescission of the contract shall of right take place, the
vendee may pay, even after the expiration of the period, as long as no demand for rescission of the contract has been made
upon him either judicially or by a notarial act. After the demand, the court may not grant him a new term."

Syllabi/Synopsis

FIRST DIVISION

[G.R. No. 108169. August 25, 1999]

SPOUSES VENANCIO DAVID and PATRICIA MIRANDA DAVID and

FLORENCIA
VENTURA
VDA.
DE
BASCO, petitioners,
vs. ALEJANDRO and GUADALUPE TIONGSON,respondents.
DECISION
PARDO, J.:

Before the Court is a petition for review on certiorari of the decision of the Court of
Appeals[1] modifying that of the trial court[2] in an action for specific performance with damages
filed by petitioners against respondents.
The facts are as follows:
On February 23, 1989, three sets of plaintiffs, namely, spouses Feliciano and Macaria
Ventura, spouses Venancio and Patricia David and Florencia Ventura Vda. De Basco, filed with
the Regional Trial Court, San Fernando, Pampanga, a complaint for specific performance with

damages, against private respondents spouses Alejandro and Guadalupe Tiongson, alleging that
the latter sold to them lots located in Cabalantian, Bacolor, Pampanga, as follows:
(a) a parcel of residential land with an area of 300 square meters (sq. m.), more or less, for a
total purchase price of P16,500.00, sold to spouses Feliciano and Macaria Ventura;
(b) a parcel of land consisting of 308 sq.m., more or less, which is a portion of Lot No. 1547-G2-G covered by TCT No. 187751-R, for a total consideration of P15,000.00, sold to spouses
Venancio and Patricia M. David;
(c) two parcels of land with a total area of 169 sq. m., 109 sq. m., which is a portion of Lot No.
1547-G-2-G and a 60 sq. m., which is part of a lot covered by TCT No. 200835-R, for a total
consideration of P10,400.00, sold to Florencia Ventura Vda. De Basco.

The parties expressly agreed that as soon as the plaintiffs fully paid the purchase price on
their respective lots, respondents would execute an individual deed of absolute sale and cause the
issuance of the corresponding certificate of title in plaintiffs favor.
Spouses Ventura immediately took possession of the lot, erected their house thereon and
fenced the perimeters. As of October 28, 1985, the Venturas had fully paid the price of their lot,
evidenced by a certification[3] issued by Alejandro Tiongson. Sometime in November 1985, the
Venturas demanded the execution of a deed of sale and the issuance of the corresponding
certificate of title, but the latter refused to issue the same.
Spouses David claimed that, as agreed by the parties, the P15,000.00 purchase price would
be paid as follows: P3,800.00, as downpayment and a monthly amortization of P365.00, starting
on March 8, 1983, until fully paid. On October 31, 1985, the Davids had paid a total of
P15,050.00, evidenced by the receipts issued by Alejandro Tiongson. [4] On the first week of
November 1985, the Davids demanded the execution of a deed of sale and the issuance of the
corresponding certificate of title, but respondents refused. Unlike the Venturas, they were not
able to take possession of the property.
Plaintiff Florencia Ventura Vda. De Basco averred that she bought two parcels of land, a 109
sq. m. lot and a 60 sq. m. lot, for P6,425.00 and P6,500.00, respectively. As of February 6, 1984,
Florencia had paid P12,945.00 for the two lots, evidenced by receipts issued by Alejandro
Tiongson.[5] Sometime in March 1984, she demanded the execution of the deeds of sale and
issuance of the corresponding certificates of title over the lots. However, respondents failed to
comply with their obligation.
After no settlement was reached at the barangay level, on February 23, 1989, plaintiffs filed
a complaint with the Regional Trial Court, San Fernando, Pampanga, for specific performance
with damages. On April 18, 1989, upon motion of the plaintiffs, respondents Tiongsons were
declared in default for failure to file their answer, despite the fifteen (15) days extension granted
by the trial court.
On June 14, 1989, the trial court rendered a decision, the dispositive portion of which reads:

WHEREFORE, premises considered, judgment is hereby rendered in favor of the

plaintiffs and against the defendants:

1) Ordering the defendants to execute the deeds of absolute sale covering the lots respectively
sold to plaintiffs and to cause the issuance of the title covering the aforesaid lots at their own
expense;
2) Ordering the defendants to pay unto the plaintiffs P15,000.00 as moral damages.

Defendants are likewise ordered to pay the costs of suit. [6]

Respondents Tiongsons appealed the decision to the Court of Appeals. They claimed that
their failure to file an answer in due time amounted to excusable negligence. [7] They contended
that the plaintiffs had not fully paid the agreed price of P120 per sq. m. They argued that the
Venturas were still in arrears for P30,000.00, the Davids for P21,000.00 and Florencia for
P9,880.00. Hence, the deeds of sale and certificates of title were not issued.
On October 19, 1992, the Court of Appeals [8] modified the trial courts decision. Although it
blamed respondents for their failure to file an answer in due time, it held that there was no
perfected contracts of sale entered into by the Davids and Florencia Vda. de Basco with
respondents. However, the Court of Appeals upheld the sale involving the Venturas and ordered
respondents to execute a deed of sale and cause the issuance of the corresponding certificate of
title in Venturas favor.
With respect to spouses David, the Court of Appeals said that there was no agreement as to
the price, as well as the manner and time of payment of the installments. It held that Patricia
Davids testimony regarding the price, P15,000.00, payable in monthly installments of P365.00,
contradicted a receipt stating: the balance to be paid on installment to be agreed upon later on.
[9]
The appellate court referred to another receipt[10] wherein only P300.00 was paid but with the
following statement Subject to further discussion later on. It stated that there was no agreement
as to the price, since it was subject to further discussion by the parties. It held that the P115.00
overpayment[11]illustrate the lack of an agreed price. The receipts failed to state the total purchase
price or prove that full payment was made. Thus, there was no meeting of minds regarding the
price. Consequently, there was no perfected contract of sale.
In ruling against the Davids, the Court of Appeals applied the doctrine in Yuvienco v.
Dacuycuy[12] that in sale of real property on installments, the statute of frauds read together with
the requirements of Article 1475, must be understood and applied in the sense that the payment
on installments must be in the requisite form of a note or memorandum. In other words, there
must be a note or memorandum evidencing the agreement to pay on installment, otherwise, the
contract is unenforceable under the statute of frauds. In the instant case, the agreement to pay in
installment was not reduced in writing.
As regards Florencia Ventura Vda. De Basco, the Court of Appeals ruled that there was no
meeting of the minds with regard to both object and consideration of the contract. It held that the
109 sq. m. lot could not be specifically determined or identified by the parties.
As to the sixty (60) sq. m. lot, the Court of Appeals held that the object was not determinate
nor determinable. Assuming arguendo that the lot was determinate or determinable, the Court of
Appeals held that there was no purchase price agreed upon. The receipts indicated a price of
P70.00 per sq. m., or a total of P4,200.00. However, Florencia paid P6,500.00 for the lot. The
discrepancy between Florencias claim of full payment and the last receipt [13]stating that only a
partial payment was made, bolstered the finding that there was no agreed price.

The Court of Appeals, however, upheld the contract of sale with respect to the spouses
Ventura. It held that the Venturas had fully paid for the lot, evidenced by the certification issued
by Alejandro Tiongson. There was also actual delivery when the Venturas took possession,
erected their house thereon and fenced the perimeters.
The Court of Appeals decreed as follows:

PREMISES CONSIDERED, the appealed decision is hereby MODIFIED. The

contracts of sale not having been perfected between plaintiff-appellee spouses
Venancio and Patricia M. David, and plaintiff-appellee Florencia Ventura Vda. De
Basco (vendees) and defendant-appellants Alejandro and Guadalupe D. Tiongson
(vendors), hence, inefficacious, the formers action for specific performance must fail,
but defendants-appellants must return to plaintiffs-appellees spouses Venancio and
Patricia David the amount of fifteen thousand one hundred fifteen pesos (P15,115.00)
and to plaintiff-appellee Florenica Ventura Vda. De Basco, the amount of twelve
thousand nine hundred twenty five pesos (P12,925.00) with legal interest from the
time of the filing of the complaint until the return of the said amounts.
As to plaintiff-appellee spouses Feliciano and Macaria Ventura, the decision of the
court a quo is AFFIRMED. We hereby order: (a) Plaintiff-appellee spouses Feliciano
and Macaria Ventura to have the lot purchased by them segregated by a licensed
surveyor from the rest of the Lot 8 described in TCT No. 200835-R and to have the
corresponding subdivision plan, duly approved by the Land Registration Authority,
submitted to the court of origin for approval; (b) the defendants-appellants Alejandro
and Guadalupe D. Tiongson to be divested of their title to the lot purchased under
Rule 39, Section 10, Rules of Court; and (c) the Register of Deeds of Pampanga to
cancel TCT No. 200835-R and issue, in lieu thereof, one title to the names of
Feliciano and Macaria Ventura for the lot they purchased another title in the names of
Alejandro and Guadalupe D. Tiongson.
In the light of the above, moral damages in the amount of three thousand pesos
(P3,000.00) to be paid to plaintiffs-appellees Feliciano and Macaria Ventura by
defendant-appellant spouses Tiongson is considered fair and reasonable.Without costs.
[14]

On November 6, 1992, Venancio and Patricia M. David and Florencia Ventura Vda. de
Basco filed a motion for reconsideration of the foregoing decision. On December 11, 1992, the
Court of Appeals denied the motion.[15]
Hence, this petition for review.
We shall discuss the sales transactions between petitioners and respondents in seriatim.
As to the Spouses Venancio and Patricia David

Petitioners Davids contend that there was an implied agreement on the price and manner of
installment payments. The receipts issued by respondents and Patricia Davids testimony clearly
indicate the agreement.
We disagree with the finding of the Court of Appeals that there was no agreement as to the
price of the lots. The Court of Appeals relied heavily on the receipts issued by Alejandro
Tiongson. However, Patricia David testified that there was an agreement to purchase the lot for
P15,000.00, payable as follows: P3,800.00 as down payment, with P385.00 monthly installments
thereafter.[16] The respondents failed to rebut such declaration, as the default order rendered them
without personality to adduce evidence in their behalf.
However, in the brief filed with the appellate court, the Tiongsons alleged that the agreed price
was P120.00 per sq. m. Hence, they are now estopped to deny the existence of an agreed
price. The question to be determined should not be whether there was an agreed price, but what
that agreed price was, whether for a total of P15,000.00, as claimed by the Davids or P120.00 per
sq. m., as alleged by respondents. The sellers could not render invalid a perfected contract of sale
by merely contradicting the buyers allegation regarding the price, and subsequently raising the
lack of agreement as to the price.
It is a fact that for three consecutive years, the Davids had religiously paid P385.00 as
monthly installments, until it amounted to P15,050.00, including the downpayment. As to the
first installment receipt, wherein only P300.00 was paid and a notation was written, to wit
Subject to further discussion later on, Patricia David explained that what was subject to further
discussion was not the total purchase price, but only the P65.00 underpayment.
The Court of Appeals held that the P115.00 overpayment confirmed the lack of agreement as
to the price. However, the receipts showed that Davids paid only P15,050.00. It perplexes this
Court how the appellate court came up with the P15,115.00 figure. At any rate, an overpayment
of P50.00, as in this case, does not negate the existence of an agreed purchase price. Instead, this
entitles the buyer to claim reimbursement of any overpayment made.
Furthermore, the Court of Appeals erred in applying the statute of frauds. The rule
presupposes the existence of a perfected contract and requires only that a note or memorandum
be executed in order to compel judicial enforcement thereof.[17]
At any rate, we rule that there was a perfected contract. However, the statute of frauds is
inapplicable. The rule is settled that the statute of frauds applies only to executory and not to
completed, executed, or partially executed contracts.[18] In the case of spouses David, the
payments made rendered the sales contract beyond the ambit of the statute of frauds.
The Court of Appeals erred in concluding that there was no perfected contract of
sale. However, in view of the stipulation of the parties that the deed of sale and corresponding
certificate of title would be issued after full payment, then, they had entered into a contract to sell
and not a contract of sale.[19]
As to Florencia Ventura Vda. de Basco

Petitioner Florencia Ventura Vda. de Basco contends that the receipts described the two (2)
lots that she bought. The receipts also indicated the price of each lot, to wit, P6,425.00 for the
109 sq. m. lot, and P6,500.00 for the 60 sq.m. lot.
As regards the 109 sq.m. lot, Florencia presented the following receipts as evidence of full
payment:
"Received from Mrs. Florencia Ventura-Basco of Cabalantian, Bacolor Pampanga, the sum
of FIVE HUNDRED PESOS (P500.00), Philippine Currency, as additional partial payment on
the parcel of land located at Cabalantian, Bacolor Pampanga, being the portion of Lot 1547-G-2G of Psd-03-004803.
"It is understood that this lot is the portion formerly earmarked for Mrs. Rosita VenturaMuslan wherein she already paid the sum of P1,500.00; hence, by agreement of Mrs. Basco and
Mrs. Muslan, who are sisters, the sum of P1,500.00 are applied herein as additional payment for
and in behalf of Mrs. Basco, thereby making the total payments made by Mrs. Basco to said lot
in the sum of P2,000.00, as of this date.

"San Fernando, Pampanga, June 4, 1983.

(signed)
"CONFORME: ALEJANDRO C. TIONGSON
(signed)
"FLORENCIA VENTURA-BASCO
(signed)
"ROSITA VENTURA-MUSLAN[20]
Received from Mrs. Florencia Ventura-Basco of Cabalantian, Bacolor Pampanga, the
sum of FOUR THOUSAND FOUR HUNDRED TWENTY FIVE PESOS
(P4,425.00), Philippine Currency, representing the last and full payment on the
purchase price of Lot 1547-G-2-G-2, Plan Psd-03-05957, located at Cabalantian,
Bacolor Pampanga, with an area of 109 square meters, more or less, as regards the
sum of P3,625 and the sum of P800.00 applied for the payment of the segregation
survey of said lot.
Title over this lot shall be issued upon the survey and segregation of the additional
portion which Mrs. Florencia V. Basco is also buying to be taken from Lot 1547-G-2G-I, wherein the said portion of said Lot 1547-G-2-G-2 shall be consolidated into one
lot only at the expense of the buyer.

San Fernando, Pampanga, September 1, 1983.

CONFORME: FOR ALEJANDRO TIONGSON
Seller
(signed) By: (signed)
FLORENCIA VENTURA-BASCO PORFIRIO C. PINEDA
Buyer[21]
According to the Court of Appeals, the object is neither determinate nor determinable. It
held that the receipts described two different lots, one described as Psd-03-004803, while the
other as Psd-03-05957. It stated that the discrepancy showed there was no meeting of the minds
as regards the object of the contract.
We disagree. We find that the 109 sq. m. lot was adequately described in the receipt, or at
least, can be easily determinable. The receipt issued on June 4, 1983 stated that the lot being
purchased by Florencia was the one earlier earmarked for her sister, Rosita Muslan. Thus, the
subject lot is determinable. Any mistake in the designation of the lot does not vitiate the consent
of the parties or affect the validity and binding effect of the contract of sale. [22] The receipt issued
on September 1, 1983 clearly described the lot area as 109 sq. m. It also showed that Florencia
had fully paid the purchase price.
With respect to the sixty (60) sq. m. lot, Florencia presented the following receipts to prove
full payment:

Received from Mrs. Florencia Basco of Cabalantian, Bacolor, Pampanga, the sum of
THREE THOUSAND PESOS (P3,000.00), Philippine Currency, as partial and down
payment on the purchase price of the additional portion adjacent to Lot 1547-G-2G. The price on this portion shall be computed at P70.00 per square meter, and said
portion shall be determined later as to its area, but in no case shall it be extended
farther than the gate opening at Juan Cunanans lot and the acacia tree on the north.
San Fernando, Pampanga, November 8, 1983.
(signed)
ALEJANDRO TIONGSON
Seller
xxx

Received from Mrs. Florencia Basco of Cabalantian, Bacolor, Pampanga, the sum of
ONE THOUSAND PESOS (P1,000.00), Philippine Currency, as partial and down
payment on a portion of Lot 1547-G-2-I, which is a portion of Lot 6 of the provisional
plan with marking of Lot 35 on the sketch plan. The price shall be computed at P70.00
per square meter. The final area shall be determined in the final survey to be
conducted.
This portion shall be across the road opposite the portion of same lot purchased by
Macaria Ventura.
San Fernando, Pampanga, November 8, 1983.
(signed)
ALEJANDRO TIONGSON
Seller
xxx

Received from Mrs. Florencia Basco of Cabalantian, Bacolor, Pampanga, the sum of
TWO THOUSAND FIVE HUNDRED PESOS (P2,500.00), to be applied as partial
payment on the purchase price of Lots 8-A (60 square meters), computed at P70.00
and Lot 6-U (338 square meters), computed at P70.00 per square meter.
San Fernando, Pampanga, February 6, 1984.
(signed)
ALEJANDRO TIONGSON
Seller[23]
Regarding this lot, we find that there was also a perfected contract of sale. In fact, in the last
receipt the parties agreed on the specific lot area. This suffices to identify the specific lot
involved. It was unnecessary for the parties to enter into another agreement to determine the
exact property bought. What remained to be done was the actual segregation of the 60 square
meters.
Furthermore, the parties agreed on the price. The receipts clearly indicate the price as P70.00
per sq. m., hence the total price should be P4,200.00. However, Florencia paid P6,500.00 for the
lot. Hence, there was even an overpayment of P2,300.00.
WHEREFORE, we REVERSE and SET ASIDE the decision of the Court of Appeals in
CA-G.R. CV No. 24667. In lieu thereof, we render judgment ordering the respondents Tiongsons

to execute deeds of absolute sale covering the following lots respectively sold to petitioners, and
cause the issuance of the corresponding certificates of title, to wit:
1. 300 sq. m. lot sold to spouses Venancio and Patricia David;
2. 109 sq. m. lot sold to Florencia Ventura Vda. de Basco.

With respect to the 60 sq. m. lot sold to Florencia Ventura Vda. de Basco, respondent
Tiongson is ordered to cause the segregation of the lot, and thereafter, to execute a deed of
absolute sale to Florencia Ventura Vda. de Basco and cause the issuance of a certificate of title
thereto.
We delete the award for moral damages, for lack of basis.
No costs.
SO ORDERED.
Davide, Jr., C.J., (Chairman), Puno, Kapunan, and Ynares-Santiago, JJ., concur.

[1]

CA-G.R. CV. No. 24667, promulgated on October 19, 1992, Justice Ricardo P. Galvez, ponente, Justices Arturo B.
Buena and Asaali S. Isnani, concurring. Rollo, pp. 52-62.
[2]

Dated June 14, 1989, penned by Judge Patrocinio R. Corpuz. Rollo, pp. 32-37.

[3]

Original Records, p. 8.

[4]

Original Records, pp. 81-104.

[5]

Original Records, pp. 105-108.

[6]

Rollo, pp. 32-37.

[7]

Defendants contended that the illness and subsequent death of defendant Alejandro Tiongson prevented them from
filing an answer in due time.
[8]

Rollo, pp. 52-62.

[9]

Rollo, p. 65.

[10]

Rollo, p. 65.

[11]

This should only be P50.00 based on the receipts presented.

[12]

104 SCRA 668 [1981].

[13]

Dated February 6, 1984, Rollo, p. 77.

[14]

Rollo, pp. 61-62.

[15]

Rollo, p. 64.

[16]

TSN, May 22, 1989, p. 14.

[17]

Villanueva v. Court of Appeals, 267 SCRA 89 [1997].

[18]

Diwa v. Donato, 234 SCRA 608 [1994].

[19]

Heirs of Pedro Escanlar v. Court of Appeals, 281 SCRA 176 [1997].

[20]

Original Record, Exhibit G, p. 105.

[21]

Original Record, Exhibit H, p. 106.

[22]

Cf. Atilano v. Atilano, 28 SCRA 231 [1969].

[23]

Original Record, Exhibits I, J, K, pp. 107-108.

THIRD DIVISION

[G.R. No. 119777. October 23, 1997]

THE HEIRS OF PEDRO ESCANLAR, FRANCISCO HOLGADO and the

SPOUSES DR. EDWIN A. JAYME and ELISA TAN-JAYME,
petitioners, vs. THE HON. COURT OF APPEALS, GENEROSA
MARTINEZ, CARMEN CARI-AN, RODOLFO CARI-AN, NELLY
CHUA CARI-AN, for herself and as guardian ad litem of her
minor son, LEONELL C. CARI-AN, FREDISMINDA CARI-AN, the
SPOUSES PAQUITO CHUA and NEY SARROSA-CHUA and THE
REGISTER OF DEEDS OF NEGROS OCCIDENTAL, respondents.

[G.R. No. 120690. October 23, 1997]

FRANCISCO HOLGADO and HRS. OF PEDRO ESCANLAR, namely

BERNARDO, FELY, SONIA, LILY, DYESEBEL and NOEMI all

surnamed ESCANLAR, petitioners, vs.HON. COURT OF

APPEALS, GENEROSA MARTINEZ, CARMEN CARI-AN,
RODOLFO CARI-AN, NELLY CHUA CARI-AN, for herself and as
guardian ad litem of her minor son, LEONELL C. CARI-AN and
FREDISMINDA CARI-AN, and SP. PAQUITO CHUA and NEY
SARROSA CHUA and REGISTER OF DEEDS OF NEGROS
OCCIDENTAL, respondents.
D E C I S I ON
ROMERO, J.:

Before us are consolidated petitions for review of the decision of the Court of
Appeals in CA-G.R. CV No. 39975 which affirmed the trial courts pronouncement that
the deed of sale of rights, interests and participation in favor of petitioners is null and
void.
The case arose from the following facts:

Spouses Guillermo Nombre and Victoriana Cari-an died without issue in 1924 and
1938, respectively. Nombres heirs include his nephews and grandnephews. Victoriana
Cari-an was succeeded by her late brothers son, Gregorio Cari-an. The latter was
declared as Victorianas heir in the estate proceedings for Nombre and his wife
(Special Proceeding No 7-7279). After Gregorio died in 1971, his wife, Generosa
Martinez, and children, Rodolfo, Carmen, Leonardo and Fredisminda, all surnamed
Cari-an, were also adjudged as heirs by representation to Victorianas estate.
Leonardo Cari-an passed away, leaving his widow, Nelly Chua vda. de Cari-an and
minor son Leonell, as his heirs.
[1]

[2]

Two parcels of land, denominated as Lot No. 1616 and 1617 of the Kabankalan
Cadastre with an area of 29,350 square meters and 460,948 square meters,
respectively, formed part of the estate of Nombre and Cari-an.
On September 15, 1978, Gregorio Cari-ans heirs, herein collectively referred to as
private respondents Cari-an, executed the Deed of Sale of Rights, Interests and
Participation worded as follows:

NOW, THEREFORE, for and in consideration of the sum of TWO HUNDRED

SEVENTY-FIVE THOUSAND (P275,000.00) Pesos, Philippine Currency, to be paid
by the VENDEES to the VENDORS, except the share of the minor child of Leonardo
Cari-an, which should be deposited with the Municipal Treasurer of Himamaylan,
Province of Negros Occidental, by the order of the Court of First Instance of Negros
Occidental, Branch VI, Himamaylan, by those presents, do hereby SELL, CEDE,
TRANSFER and CONVEY by way of ABSOLUTE SALE, all the RIGHTS,

INTERESTS and PARTICIPATION of the Vendors as to the one-half (1/2) portion

pro-indiviso of Lots Nos. 1616 and 1617 (Fishpond), of the Kabankalan Cadastre,
pertaining to the one-half (1/2) portion pro-indiviso of the late Victoriana Cari-an unto
and in favor of the Vendees, their heirs, successors and assigns;
xxxxxxxxx

That this Contract of Sale of rights, interests and participations shall become effective
only upon the approval by the Honorable Court of First Instance of Negros
Occidental, Branch VI- Himamaylan. (Underscoring supplied.)
Pedro Escanlar and Francisco Holgado, the vendees, were concurrently the lessees
of the lots referred to above. They stipulated that the balance of the purchase price
(P225,000.00) shall be paid on or before May 1979 in a Deed of Agreement executed
by the parties on the same day:
[3]

WHEREAS, at the time of the signing of the Contract, VENDEES has (sic) only
FIFTY THOUSAND (P50,000.00) Pesos available thereof, and was not able to secure
the entire amount;
WHEREAS, the Vendors and one of the Vendees by the name of Pedro Escanlar are
relatives, and absolute faith and trust exist between them, wherein during economic
crisis, has not failed to give monetary succor to the Vendors;
WHEREAS, Vendors herein understood the present scarcity of securing available each
(sic) in the amount stated in the contract;
NOW THEREFORE, for and in consideration of the sum of FIFTY THOUSAND
(P50,000.00) Pesos, Philippine Currency, the balance of TWO HUNDRED TWENTY
FIVE THOUSAND (P225,000.00) Pesos to be paid by the Vendees on or before May,
1979, the Vendors herein, by these Presents, do hereby CONFIRM and AFFIRM the
Deed of Sale of the Rights, Interests and Participation dated September 15, 1978, over
Lots Nos. 1616 and 1617 (fishpond) of the Kabankalan Cadastre in favor of the
VENDEES, their heirs and assigns.
That pending the complete payment thereof, Vendees shall not assign, sell, lease, nor
mortgage the rights, interests and participation thereof;
That in the event the Vendees fail and/ or omit to pay the balance of said purchase
price on May 31, 1979 and the cancellation of said Contract of Sale is made thereby,
the sum of FIFTY THOUSAND (P50,000.00) Pesos shall be deemed as damages
thereof to Vendors. (Underscoring supplied)
[4]

Petitioners were unable to pay the Cari-an heirs individual shares, amounting
to P55,000.00 each, by the due date. However, said heirs received at least 12
installments from petitioners after May 1979. Rodolfo Cari-an was fully paid by June 21,
1979. Generosa Martinez, Carmen Cari-an and Fredisminda Cari-an were likewise fully
compensated for their individual shares, per receipts given in evidence. The minor
Leonells share was deposited with the Regional Trial Court on September 7, 1982.
[5]

[6]

[7]

Being former lessees, petitioners continued in possession of Lot Nos. 1616 and
1617. Interestingly, they continued to pay rent based on their lease contract. On
September 10, 1981, petitioners moved to intervene in the probate proceedings of
Nombre and Cari-an as the buyers of private respondent Cari-ans share in Lot Nos.
1616 and 1617. Petitioners motion for approval of the September 15, 1978 sale before
the same court, filed on November 10, 1981, was opposed by private respondents Carian on January 5, 1982.
[8]

On September 16, 1982, the probate court approved a motion filed by the heirs of
Cari-an and Nombre to sell their respective shares in the estate. On September 21,
1982, private respondents Cari-an, in addition to some heirs of Guillermo Nombre, sold
their shares in eight parcels of land including Lot Nos. 1616 and 1617 to the spouses
Ney Sarrosa Chua and Paquito Chua for P1,850,000.00. One week later, the vendorheirs, including private respondents Cari-an, filed a motion for approval of sale of
hereditary rights, i.e. the sale made on September 21, 1982 to the Chuas.
[9]

Private respondents Cari-an instituted this case for cancellation of sale against
petitioners (Escanlar and Holgado) on November 3, 1982. They complained of
petitioners failure to pay the balance of the purchase price by May 31, 1979 and alleged
that they only received a total of P132,551.00 in cash and goods. Petitioners replied that
the Cari-ans, having been paid, had no right to resell the subject lots; that the Chuas
were purchasers in bad faith; and that the court approval of the sale to the Chuas was
subject to their existing claim over said properties.
[10]

On April 20, 1983, petitioners also sold their rights and interests in the subject
parcels of land (Lot Nos. 1616 and 1617) to Edwin Jayme for P735,000.00 and turned
over possession of both lots to the latter. The Jaymes in turn, were included in the civil
case as fourth-party defendants.
[11]

On December 3, 1984, the probate court approved the September 21, 1982 sale
without prejudice to whatever rights, claims and interests over any of those properties of
the estate which cannot be properly and legally ventilated and resolved by the court in
the same intestate proceedings. The certificates of title over the eight lots sold by the
heirs of Nombre and Cari-an were later issued in the name of respondents Ney Sarrosa
Chua and Paquito Chua.
[12]

The trial court allowed a third-party complaint against the third-party defendants
Paquito and Ney Chua on January 7, 1986 where Escanlar and Holgado alleged that
the Cari-ans conspired with the Chuas when they executed the second sale on
September 21, 1982 and that the latter sale is illegal and of no effect. Respondents
Chua countered that they did not know of the earlier sale of one-half portion of the
subject lots to Escanlar and Holgado. Both parties claimed damages.
[13]

On April 28, 1988, the trial court approved the Chuas motion to file a fourth-party
complaint against the spouses Jayme. Respondents Chua alleged that the Jaymes
refused to vacate said lots despite repeated demands; and that by reason of the illegal
occupation of Lot Nos. 1616 and 1617 by the Jaymes, they suffered materially from
uncollected rentals.
Meanwhile, the Regional Trial Court of Himamaylan which took cognizance of
Special Proceeding No. 7-7279 (Intestate Estate of Guillermo Nombre and Victoriana
Cari-an) had rendered its decision on October 30, 1987. The probate court concluded
that since all the properties of the estate were disposed of or sold by the declared heirs
of both spouses, the case is considered terminated and the intestate estate of Guillermo
Nombre and Victoriana Cari-an is closed. The court held:
[14]

As regards the various incidents of this case, the Court finds no cogent reason to
resolve them since the very object of the various incidents in this case is no longer in
existence, that is to say, the properties of the estate of Guillermo Nombre and
Victoriana Cari-an had long been disposed of by the rightful heirs of Guillermo
Nombre and Victoriana Cari-an. In this respect, there is no need to resolve the Motion
for Subrogation of Movants Pedro Escanlar and Francisco Holgado to be subrogated
to the rights of the heirs of Victoriana Cari-an since all the properties of the estate had
been transferred and titled to in the name of spouses Ney S. Chua and Dr. Paquito
Chua. Since the nature of the proceedings in this case is summary, this Court, being a
Probate Court, has no jurisdiction to pass upon the validity or invalidity of the sale of
rights of the declared heirs of Guillermo Nombre and Victoriana Cari-an to third
parties. This issue must be raised in another action where it can be properly ventilated
and resolved. x x x Having determined, after exhausted (sic) and lengthy hearings, the
rightful heirs of Guillermo Nombre and Victoriana Cari-an, the Court found out that
the second issue has become moot and academic considering that there are no more
properties left to be partitioned among the declared heirs as that had long ago been
disposed of by the declared heirs x x x. (Underscoring supplied)
The seminal case at bar was resolved by the trial court on December 18, 1991 in
favor of cancellation of the September 15, 1978 sale. Said transaction was nullified
because it was not approved by the probate court as required by the contested deed of
sale of rights, interests and participation and because the Cari-ans were not fully
paid. Consequently, the Deed of Sale executed by the heirs of Nombre and Cari-an in
favor of Paquito and Ney Chua, which was approved by the probate court, was
upheld. The dispositive portion of the lower courts decision reads:

WHEREFORE, premises considered, judgment is hereby rendered as follows:

1) Declaring the following contracts null and void and of no effect:

a) The Deed of Sale, dated Sept. 15, 1978, executed by the plaintiffs in favor
of the defendants Pedro Escanlar and Francisco Holgado (Exh. A, Plaintiffs)
b) The Deed of Agreement, dated Sept. 15, 1978, executed by the plaintiffs in
favor of the defendants, Pedro Escanlar and Francisco Holgado (Exh. B,
Plaintiffs)
c) The Deed of Sale, dated April 20, 1983, executed by the defendants in favor
of the fourth-party defendants, Dr. Edwin Jayme and Elisa Tan Jayme
d) The sale of leasehold rights executed by the defendants in favor of the
fourth-party defendants
2) Declaring the amount of Fifty Thousand Pesos (P50,000.00) paid by the defendants
to the plaintiffs in connection with the Sept. 15, 1978 deed of sale, as forfeited in
favor of the plaintiffs, but ordering the plaintiffs to return to the defendants whatever
amounts they have received from the latter after May 31, 1979 and the amount of
Thirty Five Thousand Two Hundred Eighteen & 75/100 (P35,218.75) deposited with
the Treasurer of Himamaylan, Negros Occidental, for the minor Leonell C. Cari-an [15]

3) Declaring the deed of sale, dated September 23, 1982, executed by Lasaro Nombre,
Victorio Madalag, Domingo Campillanos, Sofronio Campillanos, Generosa Vda. de
Martinez, Carmen Cari-an, Rodolfo Cari-an, Nelly Chua Vda. de Cari-an, for herself
and as guardian ad litem of the minor Leonell C. Cari-an, and Fredisminda Cari-an in
favor of the third-party defendants and fourth-party plaintiffs, spouses Dr. Paquito
Chua and Ney Sarrosa Chua (Exh. 2-Chua) as legal, valid and enforceable provided
that the properties covered by the said deed of sale are subject of the burdens of the
estate, if the same have not been paid yet.
4) Ordering the defendants Francisco Holgado and Pedro Escanlar and the fourthparty defendants, spouses Dr. Edwin Jayme and Elisa Tan Jayme, to pay jointly and
severally the amount of One Hundred Thousand Pesos (P100,000.00 as moral
damages and the further sum of Thirty Thousand Pesos (P30,000.00) as attorneys fees
to the third-party defendant spouses, Dr. Paquito Chua and Ney Sarrosa-Chua.
5) Ordering the fourth-party defendant spouses, Dr. Edwin Jayme and Elisa Tan
Jayme, to pay to the third-party defendants and fourth-party plaintiffs, spouses Dr.
Paquito Chua and Ney Sarrosa-Chua, the sum of One Hundred Fifty Seven Thousand
Pesos (P157,000.00) as rentals for the riceland and Three Million Two Hundred
Thousand Pesos (P3,200,000.00) as rentals for the fishpond from October, 1985 to
July 24, 1989 plus the rentals from the latter date until the property shall have been
delivered to the spouses Dr. Paquito Chua and Ney Sarrosa-Chua;

6) Ordering the defendants and the fourth-party defendants to immediately vacate

Lots Nos. 1616 and 1617, Kabankalan Cadastre;
7) Ordering the defendants and the fourth-party defendants to pay costs.
SO ORDERED.

[16]

Petitioners raised the case to the Court of Appeals. Respondent court affirmed the
decision of the trial court on February 17, 1995 and held that the questioned deed of
sale of rights, interests and participation is a contract to sell because it shall become
effective only upon approval by the probate court and upon full payment of the purchase
price.
[17]

[18]

Petitioners motion for reconsideration was denied by respondent court on April 3,

1995. Hence, these petitions.
[19]

[20]

1. We disagree with the Court of Appeals conclusion that the September 15, 1978
Deed of Sale of Rights, Interests and Participation is a contract to sell and not one of
sale.
The distinction between contracts of sale and contracts to sell with reserved title has
been recognized by this Court in repeated decisions, according to Justice J.B.L. Reyes
in Luzon Brokerage Co. Inc. v. Maritime Building Co., Inc., upholding the power of
promisors under contracts to sell in case of failure of the other party to complete
payment, to extrajudicially terminate the operation of the contract, refuse the
conveyance, and retain the sums of installments already received where such rights are
expressly provided for.
[21]

In contracts to sell, ownership is retained by the seller and is not to pass until the full
payment of the price. Such payment is a positive suspensive condition, the failure of
which is not a breach of contract but simply an event that prevented the obligation of the
vendor to convey title from acquiring binding force. To illustrate, although a deed of
conditional sale is denominated as such, absent a proviso that title to the property sold
is reserved in the vendor until full payment of the purchase price nor a stipulation giving
the vendor the right to unilaterally rescind the contract the moment the vendee fails to
pay within a fixed period, by its nature, it shall be declared a deed of absolute sale.
[22]

[23]

The September 15, 1978 sale of rights, interests and participation as to 1/2
portion pro indiviso of the two subject lots is a contract of sale for the following
reasons: First, private respondents as sellers did not reserve unto themselves the
ownership of the property until full payment of the unpaid balance
of P225,000.00. Second, there is no stipulation giving the sellers the right to unilaterally
rescind the contract the moment the buyer fails to pay within the fixed period. Prior to
the sale, petitioners were in possession of the subject property as lessees. Upon sale to
them of the rights, interests and participation as to the 1/2 portion pro indiviso, they
remained in possession, not in concept of lessees anymore but as owners now through
symbolic delivery known as traditio brevi manu. Under Article 1477 of the Civil Code,
[24]

[25]

the ownership of the thing sold is acquired by the vendee upon actual or constructive
delivery thereof.
[26]

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. The remedy of an unpaid seller in a contract of sale is to seek either
specific performance or rescission.
[27]

2. Next to be discussed is the stipulation in the disputed September 15, 1978 Deed
of Sale of Rights, Interests and Participation which reads: (t)his Contract of Sale of
rights, interests and participations shall become effective only upon the approval by the
Honorable Court of First Instance of Negros Occidental, Branch VIHimamaylan. Notably, the trial court and the Court of Appeals both held that the deed of
sale is null and void for not having been approved by the probate court.
There has arisen here a confusion in the concepts of validity and the efficacy of a
contract. Under Art. 1318 of the Civil Code, the essential requisites of a contract
are: consent of the contracting parties; object certain which is the subject matter of the
contract and cause of the obligation which is established. Absent one of the above, no
contract can arise. Conversely, where all are present, the result is a valid
contract. However, some parties introduce various kinds of restrictions or modalities, the
lack of which will not, however, affect the validity of the contract.
In the instant case, the Deed of Sale, complying as it does with the essential
requisites, is a valid one. However, it did not bear the stamp of approval of the
court. This notwithstanding, the contracts validity was not affected for in the words of the
stipulation, . . . this Contract of Sale of rights, interests and participations shall become
effective only upon the approval by the Honorable Court . . . In other words, only the
effectivity and not the validity of the contract is affected.
Then, too, petitioners are correct in saying that the need for approval by the probate
court exists only where specific properties of the estate are sold and not when only ideal
and indivisible shares of an heir are disposed of.
In the case of Dillena v. Court of Appeals, the Court declared that it is within the
jurisdiction of the probate court to approve the sale of properties of a deceased person
by his prospective heirs before final adjudication. It is settled that court approval is
necessary for the validity of any disposition of the decedents estate. However, reference
to judicial approval cannot adversely affect the substantive rights of the heirs to dispose
of their ideal share in the co-heirship and/or co-ownership among the heirs. It must be
recalled that during the period of indivision of a decedents estate, each heir, being a coowner, has full ownership of his part and may therefore alienate it. But the effect of the
alienation with respect to the co-owners shall be limited to the portion which may be
allotted to him in the division upon the termination of the co-ownership.
[28]

[29]

[30]

[31]

[32]

From the foregoing, it is clear that hereditary rights in an estate can be validly sold
without need of court approval and that when private respondents Cari-an sold their
rights, interests and participation in Lot Nos. 1616 and 1617, they could legally sell the
same without the approval of the probate court.

As a general rule, the pertinent contractual stipulation (requiring court approval)

should be considered as the law between the parties. However, the presence of two
factors militate against this conclusion.First, the evident intention of the parties appears
to be contrary to the mandatory character of said stipulation. Whoever crafted the
document of conveyance, must have been of the belief that the controversial stipulation
was a legal requirement for the validity of the sale. But the contemporaneous and
subsequent acts of the parties reveal that the original objective of the parties was to
give effect to the deed of sale even without court approval. Receipt and acceptance of
the numerous installments on the balance of the purchase price by the Cari-ans and
leaving petitioners in possession of Lot Nos. 1616 and 1617 reveal their intention to
effect the mutual transmission of rights and obligations. It was only after private
respondents Cari-an sold their shares in the subject lots again to the spouses Chua, in
September 1982, that these same heirs filed the case at bar for the cancellation of the
September 1978 conveyance. Worth considering too is the fact that although the period
to pay the balance of the purchase price expired in May 1979, the heirs continued to
accept payments until late 1979 and did not seek judicial relief until late 1982 or three
years later.
[33]

[34]

Second, we hold that the requisite approval was virtually rendered impossible by the
Cari-ans because they opposed the motion for approval of the sale filed by
petitioners and sued the latter for the cancellation of that sale. The probate court
explained:
[35]

(e) While it is true that Escanlar and Holgado filed a similar motion for the approval
of Deed of Sale executed by some of the heirs in their favor concerning the one-half
(1/2) portions of Lots 1616 and 1617 as early as November 10, 1981, yet the Court
could not have favorably acted upon it, because there exists a pending case for the
rescission of that contract, instituted by the vendors therein against Pedro Escanlar
and Francisco Holgado and filed before another branch of this Court. Until now, this
case, which attacks the very source of whatever rights or interests Holgado and
Escanlar may have acquired over one-half (1/2) portions of Lots Nos. 1616 and 1617,
is pending resolution by another court. Otherwise, if this Court meddles on these
issues raised in that ordinary civil action seeking for the rescission of an existing
contract, then, the act of this Court would be totally ineffective, as the same would be
in excess of its jurisdiction.
[36]

Having provided the obstacle and the justification for the stipulated approval not to
be granted, private respondents Cari-an should not be allowed to cancel their first
transaction with petitioners because of lack of approval by the probate court, which lack
is of their own making.
3. With respect to rescission of a sale of real property, Article 1592 of the Civil Code
governs:

In the sale of immovable property, even though it may have been stipulated that upon
failure to pay the price at the time agreed upon the rescission of the contract shall of

right take place, the vendee may pay, even after the expiration of the period, as long as
no demand for rescission of the contract has been made upon him either judicially or
by a notarial act. After the demand, the court may not grant him a new term.
(Underscoring added)
In the instant case, the sellers gave the buyers until May 1979 to pay the balance of
the purchase price. After the latter failed to pay installments due, the former made no
judicial demand for rescission of the contract nor did they execute any notarial act
demanding the same, as required under Article 1592. Consequently, the buyers could
lawfully make payments even after the May 1979 deadline, as in fact they paid several
installments to the sellers which the latter accepted. Thus, upon the expiration of the
period to pay, the sellers made no move to rescind but continued accepting late
payments, an act which cannot but be construed as a waiver of the right to
rescind. When the sellers, instead of availing of their right to rescind, accepted and
received delayed payments of installments beyond the period stipulated, and the buyers
were in arrears, the sellers in effect waived and are now estopped from exercising said
right to rescind.
[37]

4. The matter of full payment is another issue taken up by petitioners. An exhaustive

review of the records of this case impels us to arrive at a conclusion at variance with
that of both the trial and the appellate courts.
The sole witness in the cancellation of sale case was private respondent herein
Fredisminda Cari-an Bustamante. She initially testified that after several installments,
she signed a receipt for the full payment of her share in December 1979 but denied
having actually received the P5,000.00 intended to complete her share. She claims that
Escanlar and Holgado made her sign the receipt late in the afternoon and promised to
give the money to her the following morning when the banks opened. She also claimed
that while her brother Rodolfo Cari-ans share had already been fully paid, her mother
Generosa Martinez only received P28,334.00 and her sister-in-law Nelly Chua vda. de
Cari-an received only P11,334.00. Fredisminda also summed up all the installments and
came up with the total of P132,551.00 from the long list on a sheet of a calendar which
was transferred from a small brown notebook. She later admitted that her list may not
have been complete for she gave the receipts for installments to petitioners Escanlar
and Holgado. She thus claimed that they were defrauded because petitioners are
wealthy and private respondents are poor.
However, despite all her claims, Fredismindas testimony fails to convince this Court
that they were not fully compensated by petitioners. Fredisminda admits that her mother
and her sister signed their individual receipts of full payment on their own and not in her
presence. The receipts presented in evidence show that Generosa Martinez was
paid P45,625.00; Carmen Cari-an, P45,625.00; Rodolfo Cari-an,P47,500.00 on June
21, 1979; Nelly Chua vda. de Cari-an, P11,334.00 and the sum of P34,218.00 was
consigned in court for the minor Leonell Cari-an. Fredisminda insists that she signed a
receipt for full payment without receiving the money therefor and admits that she did not
object to the computation. We find it incredible that a mature woman like Fredisminda
Cari-an, would sign a receipt for money she did not receive. Furthermore, her claims
[38]

[39]

regarding the actual amount of the installments paid to her and her kin are quite vague
and unsupported by competent evidence. She even admits that all the receipts were
taken by petitioner Escanlar. Worth noting too is the absence of supporting testimony
from her co-heirs and siblings Carmen Cari-an, Rodolfo Cari-an and Nelly Chua vda.
de Cari-an.
[40]

The trial court reasoned out that petitioners, in continuing to pay the rent for the
parcels of land they allegedly bought, admit not having fully paid the Carians. Petitioners response, that they paid rent until 1986 in compliance with their lease
contract, only proves that they respected this contract and did not take undue
advantage of the heirs of Nombre and Cari-an who benefited from the lease. Moreover,
it is to be stressed that petitioners purchased the hereditary shares solely of the Carians and not the entire lot.
The foregoing discussion ineluctably leads us to conclude that the Cari-ans were
indeed paid the balance of the purchase price, despite having accepted installments
therefor belatedly. There is thus no ground to rescind the contract of sale because of
non-payment.
5. Recapitulating, we have held that the September 15, 1978 deed of sale of rights,
interests and participations is valid and that the sellers-private respondents Cari-an
were fully paid the contract price.However, it must be emphasized that what was sold
was only the Cari-ans hereditary shares in Lot Nos. 1616 and 1617 being held pro
indiviso by them and is thus a valid conveyance only of said ideal shares.Specific or
designated portions of land were not involved.
Consequently, the subsequent sale of 8 parcels of land, including Lot Nos. 1616
and 1617, to the spouses Chua is valid except to the extent of what was sold to
petitioners in the September 15, 1978 conveyance. It must be noted however, that the
probate court in Special Proceeding No. 7-7279 desisted from awarding the individual
shares of each heir because all the properties belonging to the estate had already been
sold. Thus it is not certain how much private respondents Cari-an were entitled to with
respect to the two lots, or if they were even going to be awarded shares in said lots.
[41]

The proceedings surrounding the estate of Nombre and Cari-an having attained
finality for nearly a decade now, the same cannot be re-opened. The protracted
proceedings which have undoubtedly left the property under a cloud and the parties
involved in a state of uncertainty compels us to resolve it definitively.
The decision of the probate court declares private respondents Cari-an as the sole
heirs by representation of Victoriana Cari-an who was indisputably entitled to half of the
estate. There being no exact apportionment of the shares of each heir and no
competent proof that the heirs received unequal shares in the disposition of the estate,
it can be assumed that the heirs of Victoriana Cari-an collectively are entitled to half of
each property in the estate. More particularly, private respondents Cari-an are entitled to
half of Lot Nos. 1616 and 1617, i.e. 14,675 square meters of Lot No. 1616 and 230,474
square meters of Lot No. 1617. Consequently, petitioners, as their successors-ininterest, own said half of the subject lots and ought to deliver the possession of the
[42]

other half, as well as pay rents thereon, to the private respondents Ney Sarrosa Chua
and Paquito Chua but only if the former (petitioners) remained in possession thereof.
The rate of rental payments to be made were given in evidence by Ney Sarrosa
Chua in her unrebutted testimony on July 24, 1989: For the fishpond (Lot No. 1617) From 1982 up to 1986, rental payment of P3,000.00 per hectare; from 1986-1989 (and
succeeding years), rental payment of P10,000.00 per hectare. For the riceland (Lot No.
1616) - 15 cavans per hectare per year; from 1982 to 1986, P125.00 per cavan; 19871988, P175.00 per cavan; and 1989 and succeeding years, P200.00 per cavan.
[43]

WHEREFORE, the petitions are hereby GRANTED. The decision of the Court of
Appeals under review is hereby REVERSED AND SET ASIDE. The case is
REMANDED to the Regional Trial Court of Negros Occidental, Branch 61 for petitioners
and private respondents Cari-an or their successors-in-interest to determine exactly
which 1/2 portion of Lot Nos. 1616 and 1617 will be owned by each party, at the option
of petitioners. The trial court is DIRECTED to order the issuance of the corresponding
certificates of title in the name of the respective parties and to resolve the matter of
rental payments of the land not delivered to the Chua spouses subject to the rates
specified above with legal interest from date of demand.
SO ORDERED.
Melo, Francisco, and Panganiban, JJ., concur.
Narvasa, C.J., (Chairman), on leave.

[1]

Before the Court of First Instance of Negros Occidental, Branch 55.

[2]

Order dated September 28, 1972 in Special Proceedings No. 7-7279.

On August 2, 1979, the probate court approved the contract of lease of all the properties of the estate
dedicated to rice production. On August 9, the court approved the contract of lease over Lot No. 1617 in
Special Proceeding No. 7-7279.
[3]

[4]

Exhibit B.

Exhibits 9-A; 9-G; 9-FF; 9-KK; 9-RR; 9-XX; 9-YY; 9-AAA; 9-BBB; 9-CCC; 9-DDD; 9-EEE; 9-FFF; These
were evidenced by handwritten receipts for installments like P112.50 (one cavan of rice), P451.50 (3
cavans of rice and 1 pig), et. al.
[5]

Thus, in a receipt dated December 27, 1979, Fredisminda Cari-an acknowledged receipt
of P45,625.00. Carmen Cari-an and Generosa Martinez each received the same amount. Exhibits 2-6.
[6]

The amount of P34,218 was deposited per Order issued by Judge Osterwaldo Emilia. Exhibit 8,
Records, p. 23. Nelly Chua vda. de Cari-an received the rest of their share less attorneys fees and
commission.
[7]

[8]

Opposition to Motion for Approval dated January 5, 1982.

[9]

Namely Lazaro Nombre, Victoria Madalag and Domingo Campillanos.

Civil Case No. 218 (formerly Civil Case No. 1358), then Court of First Instance now the Regional Trial
Court of Negros Occidental, Branch 61.
[10]

[11]

Exhibit 35.

[12]

Penned by Judge Bernardo T. Ponferrada in Special Proceeding No. 7-7279, Exhibit 3-D.

In addition, a complaint for Cancellation of Titles with Damages (Civil Case No. 389) was filed by Pedro
Escanlar, Francisco Holgado and Edwin Jayme against the spouses Paquito Chua and Ney SarrosaChua and the Register of Deeds of Negros Occidental before the Regional Trial Court of Negros
Occidental sometime in July 1988.
[13]

[14]

Exhibit 31 for defendant.

Should be P34,218.75 per Order dated September 7, 1982 in Special Proceeding No. 7-7279. Exhibit
8, Records, p. 23.
[15]

[16]

Decision penned by Judge Rodolfo S. Layumas. Rollo, pp. 129-157.

[17]

CA-G.R. CV No. 39975.

Decision of the Court of Appeals, p. 9. Rollo, p. 65. Penned by Justice Antonio P. Solano, with Justices
Minerva P. Gonzaga-Reyes and Eduardo G. Montenegro, concurring. Rollo, pp. 57-71.
[18]

[19]

Rollo, p. 74.

The petition in G.R. No. 119777 was posted on May 26, 1995 at the instance of the spouses Edwin and
Elisa Jayme. The filing of the petition in G.R. No. 120690 was directed by Francisco Holgado. Counsel for
the latter filed a Manifestation on November 2, 1995 stating that petitioners Escanlar and Holgado were
unaware that counsel for the Jaymes had already filed a petition for review; that the Jaymes and
petitioners have a common interest and thus request the consolidation of both cases. The Court granted
the request for consolidation on January 17, 1996. Rollo of G.R. No. 120690, pp. 81-84.
[20]

[21]

43 SCRA 93 (January 31, 1972).

[22]

TOLENTINO, IV CIVIL CODE OF THE PHILIPPINES 3 (1992 edition).

[23]

Dignos v. CA, 158 SCRA 375 (1988).

[24]

Jacinto v. Kaparaz, 209 SCRA 246, 256 (May 22, 1992).

Ownership, under Roman law and the legal systems based on it, such as the Civil Law of the
Philippines based on the Spanish Civil Code, cannot be transferred by mere agreement. Non nudis
pactis, sed traditione dominia rerum transferentur.Tradition or delivery is needed to pass ownership. As a
mode of acquisition of property, it consists in putting a thing at the disposal of the person to whom one
wishes to convey it. The normal mode of accomplishing this is by real traditio or actual physical handing
over of the thing by the transferer to the transferee. In contrast, there may be symbolical tradition,
belonging to the class called feigned or fictitious tradition, one of which is traditio brevi manu where the
buyer, being already in possession of the thing sold due to some other cause such as lease, merely
remains in possession after the sale is effected, but now in concept of owner.
[25]

[26]

Also Article 1496 of the Civil Code.

Dissenting opinion of Justice Flerida Ruth P. Romero in Visayan Sawmill Company Inc. v. CA, 219
SCRA at 397 (March 3, 1993) citing Hanlon v. Haussermann, 40 Phil. 796 (1920).
[27]

[28]

163 SCRA 30 (July 28, 1988).

The Court explained that although the Rules of Court (specifically Sections 4 and 7 of Rule 89) do not
specifically state that the sale of an immovable property belonging to an estate of a decedent, in a special
proceeding, should be made with the approval of the court, this authority is necessarily included in its
capacity as a probate court. Citing Manotok Realty Inc. v. CA, 149 SCRA 174 (April 9, 1983).
[29]

Acebedo v. Abesamis, 217 SCRA 193 (January 18, 1993) citing Go Ong v. CA, 154 SCRA 276
(September 24, 1987).
[30]

When there are two or more heirs, the entire estate of the decedent is owned in common by such heirs
prior to its partition. Article 1078, Civil Code. J. VITUG, COMPENDIUM OF CIVIL LAW AND
JURISPRUDENCE 452 (1993 edition).
[31]

Article 493 of the Civil Code. Go Ong v. CA, supra. and Philippine National Bank v. CA, 98 SCRA 207
(1980).
[32]

Article 1370 of the Civil Code provides: If the terms of a contract are clear and leave no doubt upon the
intention of the contracting parties, the literal meaning of its stipulations shall control.
[33]

If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the
former. (Emphasis added.)
In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts
shall be principally considered. Article 1371, Civil Code.
[34]

Petitioners filed said motion for approval of the September 1978 sale on November 10, 1981. The heirs
of Cari-an submitted their opposition to this motion on January 5, 1982.
[35]

Exhibit 20-B, Order dates February 28, 1985, penned by Judge Bernardo T. Ponferrada, Exhibits pp.
71-71.
[36]

Angeles v. Calasanz, 135 SCRA 332 (March 18, 1985) also citing De Guzman v. Guieb, 48 SCRA 68,
where the Court held that said right to rescind was forfeited by the vendors who received delayed
payments without protest or qualification.
[37]

[38]

TSN, June 16, 1989, pp. 4-11.

[39]

Exhibits 2-6.

[40]

TSN, June 11, 1986; October 8, 1986, pp. 6-33; August 25, 1986, pp. 5-27.

[41]

Cf. page 6; Exhibit 31.

[42]

The number and identity of the heirs of Guillermo Nombre are not relevant at this point.

[43]

TSN, July 24, 1989, pp. 17-18.