who negotiated the purchase of the Property, is neither an officer of
SPOUSES CONSTANTE FIRME vs Bukal Enterprises
Bukal Enterprises nor a member of the Board of Directors of Bukal
Facts:
Enterprises.
- Petitioner Spouses Constante and Azucena Firme (Spouses Firme)
Yason vs. Arciaga
are the registered owners of a parcel of land.
- Renato de Castro (De Castro), the vice president of Bukal
Enterprises and Development Corporation (Bukal Enterprises)
authorized his friend, Teodoro Aviles (Aviles), a broker, to
negotiate with the Spouses Firme for the purchase of the
Property.
- On 28 March 1995, Bukal Enterprises filed a complaint for specific
performance and damages with the trial court, alleging that the
Spouses Firme reneged on their agreement to sell the Property.
Issue: Whether there was a perfected contract between the Spouses
Firme and Bukal Enterprises, the latter allegedly being represented by
Aviles.
Held: No. There was no consent on the part of the Spouses Firme.
Consent is an essential element for the existence of a contract. The
essence of consent is the conformity of the parties on the terms of the
contract, the acceptance by one of the offer made by the other. Here,
the spouses rejected the offer to buy drafts presented by the broker to
them and that the same were not signed by the spouses.
There was therefore no concurrence of the offer and the acceptance
on the subject matter, consideration and terms of payment as would
result in a perfected contract of sale.
Another point here is that the broker has no authority to contact or
negotiate with the spouses because there is no Board Resolution
authorizing Aviles to negotiate and purchase the Property on behalf of
Bukal Enterprises.
Under Sections 23 and 36 of the Corporation Code, the power to
purchase real property is vested in the board of directors or trustees.
While a corporation may appoint agents to negotiate for the
purchase of real property needed by the corporation, the final say will
have to be with the board, whose approval will finalize the
transaction. A corporation can only exercise its powers and transact its
business through its board of directors and through its officers and
agents when authorized by a board resolution or its by-laws. Aviles,
- Spouses Emilio and Claudia Arciaga were owners of land in
dispute here. They executed a Deed of Conditional Sale in
favour of spouses Yason, petitioners.
- Yason tendered an initial payment of P150,000.00. On April 19,
1983, upon payment of the balance of P115,000.00, spouses
Arciaga executed a Deed of Absolute Sale.
- That day, Claudia died. She was survived by her spouse and their
six (6) children.
- Petitioners had the Deed of Absolute Sale registered in the
Registry of Deeds of Makati City. They entrusted its registration to
one Jesus Medina. However, Medina falsified the registration.
- The heirs learned the falsification so they wanted to annul the
sale. They alleged that the Sale is void ab initio considering that
(1) Claudia Arciaga did not give her consent to the sale as she
was then seriously ill, weak, and unable to talk and (2) Jesus
Medina falsified the Deed of Absolute Sale.
Issue: Whether or not the sale is void due to absence of consent of
Claudia Arciaga.
Held: No. The sale is valid. Consent is manifested by the meeting of
the offer and the acceptance upon the thing and the cause which
are to constitute the contract. To enter into a valid legal agreement,
the parties must have the capacity to do so.
The law presumes that every person is fully competent to enter into a
contract until satisfactory proof to the contrary is presented. The
burden of proof is on the individual asserting a lack of capacity to
contract, and this burden has been characterized as requiring for its
satisfaction clear and convincing evidence.
- In this case, respondents should have offered in evidence the
Certificate of Death of Claudia to show the exact date and time
of her death. Again, they should have presented the attending
physician to testify whether or not Claudia could still affix her
thumbmark then.
 - As earlier mentioned, the burden is on the respondents to prove
the lack of capacity on the part of Claudia to enter into a
contract. And in proving this, they must offer clear and
convincing evidence. This they failed to do.
Sps. Ramos vs Heruela
Facts:
- The spouses Gomer and Leonor Ramos (spouses Ramos) own a
parcel of land.
- Ramos and Heruela entered made an agreement which is a
conditional contract of sale sps. Heruala said that it is a sale in
instalment basis.
- On 27 January 1998, the spouses Ramos filed a complaint for
Recovery of Ownership against the spouses Heruela because
they have stopped paying the instalment and that they refused
to vacate the land.
- That out of the P15, 300 consideration for the sale of the land, the
spouses Heruela paid only P4,000.
- On the other hand, the spouses Heruela alleged that the 306
square meters specified in the contract was reduced to 282
square meters because upon subdivision of the land, 24 square
meters became part of the road. (there should be a reduction
on the price)
- The spouses Heruela further claim that in March 1982, they
expressed their willingness to pay the balance of P11,300 but the
spouses Ramos refused their offer.
Issue: Whether the spouses Ramos have a right to cancel the sale.
Held: NO. Maceda Law applies (Section 4)
Sections 3 and 4 of RA 6552 provide:
- In all transactions or contracts involving the sale or
financing of real estate on installment payments,
including residential condominium apartments but
excluding industrial lots, commercial buildings and sales
to tenants under Republic Act Numbered Thirty-eight
hundred forty-four as amended by Republic Act
Numbered Sixty-three hundred eighty-nine, where the
buyer has paid at least two years of installments, the
buyer is entitled to the following rights in case he defaults
in the payment of succeeding installments:
(a) To pay, without additional interest, the unpaid
installments due within the total grace period earned
by him, which is hereby fixed at the rate of one month
grace period for every one year of installment
payments made: Provided, That this right shall be
exercised by the buyer only once in every five years of
the life of the contract and its extensions, if any.
(b) If the contract is cancelled, the seller shall
refund to the buyer the cash surrender value of the
payments on the property equivalent to fifty per cent
of the total payments made and, after five years of
installments, an additional five per cent every year but
not to exceed ninety per cent of the total payments
made: Provided, That the actual cancellation of the
contract shall take place after thirty days from receipt
by the buyer of the notice of cancellation or the
demand for rescission of the contract by a notarial act
and upon full payment of the cash surrender value to
the buyer.
Down payments, deposits or options on the contract shall be
included in the computation of the total number of installments
made.
Sec. 4. In case where less than two years of installments were
paid, the seller shall give the buyer a grace period of not less
than sixty days from the date the installment became due. If
the buyer fails to pay the installments due at the expiration of
the grace period, the seller may cancel the contract after
thirty days from receipt by the buyer of the notice of
cancellation or the demand for rescission of the contract by a
notarial act.
- In this case, the spouses Heruela paid less than two years
of instalments. Further there being no valid rescission of
the contract to sell, the action for reconveyance is
premature. Hence, the spouses Heruela have not lost the
statutory grace period within which to pay. The Section 4
of RA 6552 applies.
- The spouses Heruela shall pay the spouses Ramos P11,300 as
balance of the purchase price plus interest at 6%.
- Upon payment, the spouses Ramos shall execute a deed of
absolute sale of the land and deliver the certificate of title in
favor of the spouses Heruela.
- In case of failure to thus pay within 60 days from finality of this
Decision, the spouses Heruela and the spouses Pallori shall
immediately vacate the premises without need of further
demand, and the down payment and installment payments of
P4,000 paid by the spouses Heruela shall constitute rental for the
land.