13 SPS SANTOS vs.

COURT OF APPEALS
G.R. No. 120820. August 1, 2000
Facts:
Spouses Santos owned the house and lot in Better Living Subdivision, Paranaque, Metro Manila. The land together
with the house, was mortgaged with the Rural Bank of Salinas, Inc., to secure a loan of P150K. The bank sent
Rosalinda Santos a letter demanding payment of P16K in unpaid interest and other charges. Since the Santos couple
had no funds, Rosalinda offered to sell the house and lot to Carmen Caseda. After inspecting the real property,
Carmen and her husband agreed.
Carmen and Rosalinda signed a document, involving the sale of the house P350K as full amount, P54K as
downpayment. Among other condition set is that Caseda will pay the balance of the mortgage in the bank, real estate
taxes and the electric and water bills.
The Casedas complied with the bank mortgage and the bills. The Santoses, seeing that the Casedas lacked the
means to pay the remaining installments and/or amortization of the loan, repossessed the property. The Santoses
then collected the rentals from the tenants. Carmen approached petitioners and offered to pay the balance of the
purchase price for the house and lot. The parties, however, could not agree, and the deal could not push through
because the Santoses wanted a higher price.
Carmen is now praying that the Santoses execute the final deed of conveyance over the property.
Issue: WON there was a perfected contract of sale?
Held:
No. A contract is what the law defines it to be, taking into consideration its essential elements, and not what the
contracting parties call it. Article 1458 expressly obliges the vendor to transfer ownership of the thing sold as an
essential element of a contract of sale. This is because the transfer of ownership in exchange for a price paid or
promised is the very essence of a contract of sale.
There was no transfer of ownership simultaneously with the delivery of the property purportedly sold. The records
clearly show that, notwithstanding the fact that the Casedas first took then lost possession of the disputed house and
lot, the title to the property has remained always in the name of Rosalinda Santos. Although the parties had agreed
that the Casedas would assume the mortgage, all amortization payments made by Carmen Caseda to the bank were
in the name of Rosalinda Santos. The foregoing circumstances categorically and clearly show that no valid transfer of
ownership was made by the Santoses to the Casedas. Absent this essential element, their agreement cannot be
deemed a contract of sale.
It was a contract to sell. Ownership is reserved by the vendor and is not to pass until full payment of the purchase
price. This we find fully applicable and understandable in this case, given that the property involved is a titled realty
under mortgage to a bank and would require notarial and other formalities of law before transfer thereof could be
validly effected.
The CA cannot order rescission. If the vendor should eject the vendee for failure to meet the condition precedent, he
is enforcing the contract and not rescinding it. When the petitioners in the instant case repossessed the disputed
house and lot for failure of private respondents to pay the purchase price in full, they were merely enforcing the
contract and not rescinding it.

14 Parks vs. Province of Tarlac

(Art. 1181, Suspensive vs. Resolutory Condition)

Facts
Plaintiff bought the land from Concepcon Ciper and James Hill. Prior to the sale, Ciper and Hill donated the land to
province of Tarlac subject to the condition that it will be absolutely used for erection of a central school and a public
park and the work shall commence within six months from the ratification for the donation
Issue
W/N Parks has the right of action to recover the land from municipality of Tarlac on the premise that the condition is
suspensive and therefore the said municipality had never acquired a right thereto since the condition was never
performed
Ruling
The condition is not suspensive it is resolutory. In the present case, the condition that a public school be erected
and a public park made on the donated land, work on the same to commence within 6 months from date of ratification
of the donation by parties, could not be complied with except after giving effect to the donation.
Theycould not do any work on the donated land if the donation had not really been effected, because it would be an
invasion if anothers title for the land would have continued to belong to the donor so long as the condition was
imposed was not complied with. The condition was a condition subsequent (resolutory)