Sps. Vallido vs. Sps. Pono, G.R. No. 200173, April 15, 2013, J.Mendoza Facts: This case is a petition for review on certiorari assailing th decision of CA on a case involving a double sale of a parcel of land. It appears that Martino was the registered owner of a parcel of land but he then sold that land to Cerna and gave to the latter the owner's copy of OCT No. P-429. Cerna then sold a portion of the land to Pono, the husband, and delivered the above mentioned owner's copy to the latter. Pono, herein respondent, registered the portion he bought for taxation purposes and later allowed his son, herein respondent, to build a house thereon. On June 14, 1990, Pono sold the whole subject property to his grandson Vallido but can no longer deliver any certificate of title since he had delivered the said OCT No. P-429 to Cerna in 1960. On Sept. 17, 1999, Vallido registered the deed that was granted by the RTC to Pono when he filed for the same and the Registry of Deeds issued a Transfer Certificate of Title. Subsequently, herein petitioners filed a complaint for quieting of title, recovery of possession of real property and damages against the respondents. The RTC ruled in favor of petitioners and held that there was a double sale but the CA ruled in favor of the defendant stating that petitioners were neither buyers or registrants in good faith. ISSUE: Whether or not the petitioners are buyers or registrants in good faith. Ruling: The Supreme Court ruled on the negative. The Court explained that it is undisputed that there is a double sale and that the respondents are the first buyers while the petitioners are the second buyers. The burden of proving good faith lies with the second buyer (petitioners herein) which is not discharged by simply invoking the ordinary presumption of good faith. After the Court's assiduous assessment of the evidentiary records, they find that the petitioners are NOT buyers in good faith as they failed to discharge their burden of proof. There are several indicia that should have placed the petitioners on guard and prompted them to investigate or inspect the property being sold to them. First, Martino, as seller, did not have possession of the subject property. Second, during the sale on July 4, 1990, Martino did not have the owner’s duplicate copy of the title. Third, there were existing permanent improvements on the land. Fourth, the respondents were in actual possession of the land. These circumstances are too glaring to be overlooked and should have prompted the petitioners, as prospective buyers, to investigate or inspect the land. Where the vendor is not in possession of the property, the prospective vendees are obligated to investigate the rights of one in possession. rendering the keys given to her useless. Benita T. the seller conveys ownership of the property to the buyer upon the perfection of the contract. It was clear that the owner intended a sale because he unqualifiedly delivered and transferred ownership of the properties to the respondent. De Leon (petitioner) sold 3 parcels of land to Benita T. Issue: Whether the parties entered into a contract of sale or a contract to sell? Held: In a contract of sale. In the present case. Real Savings & Loan Association Inc. 1993 and changed the locks. Raymundo S. Absolute and Conditional Sales Facts: On March 10. Petitioner reiterated that they only entered into a contract to sell. On the other hand. The parties then executed a notarized deed of absolute sale with assumption of mortgage. The non-payment of the price is a negative resolutory condition. The respondent then subsequently gave petitioner P415. the deed executed by the parties did not show that the owner intends to reserve ownership of the properties. . The buyer does not acquire ownership of the property until he fully pays the purchase price. Subsequently. 170405. Petitioner moved for reconsideration to the SC. de leon handed the keys to Ong and de leon wrote a letter to inform RSLAI that the mortgage will be assumed by Ong. the respondent took repairs and made improvements in the properties. the parties stipulated that the petitioner (de leon) shall execute a deed of assumption of mortgage in favor of Ong (respondent) after full payment of the P415. They also agreed that the respondent (Ong) shall assume the mortgage. Ong(respondent). 1993. Contract to sell is subject to a positive suspensive condition. the CA upheld the sale to respondent and nullified the sale to Viloria. Respondent then filed a complaint for specific performance and declaration of nullity of the second sale and damages. 2. (RSLAI). CORONA. The terms and conditions affected only the manner of payment and not the immediate transfer of ownership. 000 as partial payment. The petitioner contended that respondent does not have a cause of action against him because the sale was subject to a condition which requires the approval of RSLAI of the mortgage. Respondent proceeded to RSLAI but she was informed that the mortgage has been fully paid and that the titles have been given to the said person. As indicated in the deed of mortgage. respondent learned that the same properties were sold to a certain Viloria after March 10. On appeal. The said properties were mortgaged to a financial institution. J. 000. Feb. Ong GR No. 2010. Thereafter.De Leon vs. The RTC dismissed the case. with the following terms: (1) reimburse petitioner the cost of the residential property in 180 equal monthly payments. An ejectment (unlawful detainer) complaint was then filed which was granted by the Municipal Trial Court and affirmed later on appeal by the Regional Trial Court. ISSUE Is the Shelter Contract Award between the parties a contract to sell or has it been converted to a contract of lease? RULING: Despite its name having no reference to contract to sell. the Shelter Contract Award is in fact a contract to sell. the petitioner shall execute a Deed of Transfer and shall cause the transfer of title of the property to respondent's name. . "A contract to sell is defined as a bilateral contract whereby the prospective seller. (2) three- month grace period to pay arrears in case of failure to remit three monthly reimbursements. October 8. (3) otherwise. while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer.PTGWO-ITF entered into a Shelter Contract Award with respondent Noriel Decena. G.R. that is. petitioner cancelled the contract and treated all the respondent's reimbursements as rental payments. J. Since the contract to sell was not validly rescinded under Section 3(b) of Republic Act 6552 (Realty Installment Buyer Protection Act). which requires notarial notice of rescission under Republic Act 6552. Perlas-Bernabe FACTS: Petitioner Associated Marine Officers and Seamen's Union of the Philippines . No. the respondent can still occupy the property undisturbed. the contract shall be automatically cancelled and respondent shall vacate the premises. When the respondent failed to pay 25 monthly reimbursements despite demands. Any reference to monthly reimbursements in the contract is just a guise to hide what actually are instalments payments for the value of the house and lot. 2012.Associated Marine Officers and Seamen's Union of the Philippines vs Noriel Decena." The Shelter Contract Award falls within this definition. 178584. binds itself to sell the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon. The Court of Appeals reversed the judgment on the ground of prematurity as it treated the contract as not one having been converted to contract of lease but one which is a contract to sell. full payment of the purchase price. as it stipulates that upon full reimbursement payment of the value of the house and lot. . On November 6.R. RULING: The petition is granted. BENOLIRAO.12 Thus. Tan issued and delivered to the co-owners/vendors check for P200. the CA affirmed the ruling of the trial court. the first element of consent is present. the petition. a contract to sell is defined as a bilateral contract whereby the prospective seller. 1992. although it is conditioned upon the happening of a contingent event which may or may not occur..000. Lamberto Benolirao died intestate and a new certificate of title over the property was issued on March 26. No. In contrast.TAN vs. The contract between the parties was merely a contract to sell where the vendors retained title and ownership to the property until Tan had fully paid the purchase price. the presence of the above-quoted provision identifies the contract as being a mere contract to sell. G. 153820 October 16. Hence.000 as down payment for the property. The vendors demanded payment of the balance of the purchase price within five (5) days from notice. On appeal. and not what the contracting parties call it as stated by Article 1485 of the Civil Code. The RTC rendered judgment ruling that the respondents’ forfeiture of Tan’s down payment was proper in accordance with the terms and conditions of the contract between the parties.378. ISSUE: Whether or not the contract between the parties is a contract of sale or a contract of sale.00. the co-owners executed a Deed of Conditional Sale over the property in favor of Tan for the price of P1. FACTS: Spouses Lamberto and Erlinda Benolirao and the Spouses Reynaldo and Norma Taningco were the co- owners of a parcel of land located in Tagaytay City. A contract is what the law defines it to be. 1992. Tan failed to pay the down payment even after the extension period given to him. binds himself to sell the property exclusively to the prospective buyer upon fulfilment of the condition agreed. the contract is only a contract to sell. On October 6. J. taking into consideration its essential elements. respective receipt issued by vendors.e. 1993 in the names of the Spouses Reynaldo and Norma Taningco and Erlinda Benolirao and her children. while the contract is denominated as a Deed of Conditional Sale. The very essence of a contract of sale is the transfer of ownership in exchange for a price paid or promised. i. Jurisprudence has established that where the seller promises to execute a deed of absolute sale upon the completion by the buyer of the payment of the price. 2009 BRION. otherwise. because in a conditional contract of sale. they would declare the rescission of the conditional sale and the forfeiture of his down payment based on the terms of the contract. A contract to sell may not even be considered as a conditional contract of sale where the seller may likewise reserve title to the property subject of the sale until the fulfilment of a suspensive condition. full payment of the purchase price. while expressly reserving the ownership of the property despite delivery thereof to the prospective buyer. Villanueva signed a typewritten note.409. please submit a revised offer to purchase.000. 1989.300. Villanueva vs. Villanueva offered to purchase lots for P3.R. including this lots with advertised floor prices of P1. 154493.00 and the balance payable in two (2) years at quarterly amortizations. He also manifested that he was depositing P400. 19. 2) that said bids be accompanied by a 10% deposit in manager's or cashier's check.00 was deposited into Villanueva's account with PNB-General Santos Branch.00 was debited from Villanueva's Savings Account No.000.00.00. PNB.000. Sale shall be subject to our Board of Director's approval and to other terms and conditions imposed by the Bank on sale of acquired assets. December 6. SAMD. 16997.000. Instead of submitting a revised offer.000. . 2006.Guevara further wrote: If our quoted price is acceptable to you.R. 43612 and credited to SAMD.00 to PNB which issued O. stating: This is a deposit made to show the sincerity of my purchase offer with the understanding that it shall be returned without interest if my offer is not favorably considered or be forfeited if my offer is approved but I fail/refuse to push through the purchase.300.00 to show his good faith but with the understanding that said amount may be treated as part of the payment of the purchase price only when his offer is accepted by PNB. Villanueva attempted to deliver postdated checks covering the balance of the purchase price but PNB refused the same.000.677.000. upon orders of the PNB Board of Directors to conduct another appraisal and public bidding of Lot No. J.883. Vice President. P380. No. AUSTRIA-MARTINEZ. which reads: CONFORME: PRICE OF P2." On the dorsal portion of Official Receipt No.000. and 3) that all acceptable bids be subject to approval by PNB authorities. Undaunted. Also.00. G.00 (downpayment of P600. Guevara informed Villanueva that only Lot No.00. Guevara wrote Villanueva that. Villanueva merely inserted at the bottom of Guevara's letter a marginal note.000. Bidding was subject to the following conditions: 1) that cash bids be submitted not later than April 27. General Santos City.00 and P2.268.) Villanueva paid P200. Thereafter. 16997 to acknowledge receipt of the "partial payment deposit on offer to purchase.: FACTS: The Special Assets Management Department (SAMD) of the Philippine National Bank (PNB) issued an advertisement for the sale thru bidding of certain PNB properties in Calumpang. SAMD is deferring negotiations with him over said property and returning his deposit of P580. 19 is available and that the asking price therefor is P2. PNB forwarded the letter of Villanueva to Ramon Guevara. however. No.883. At the bottom of said letter there appears an unsigned marginal note stating that P400. While it is impossible to expect the acceptance to echo every nuance of the offer. to which appellee made a new proposal.300. In sum. 1990 by imposing an asking price of P2. 1990 constituted a counter-offer (Art.300. consent. Mutual consent being a state of mind. to deliver and transfer ownership of a specified thing or right to the buyer over which the latter agrees.00 in staggered amounts. in respect to the price and manner of its payment. under the operative facts of each contract. The record shows that appellant. are not only material but motivating as well.e. it is imperative that it assents to those points in the offer which. 1990 letter.303. Consequently. thus judgment is rendered in favor of the plaintiff and against the defendant directing it to execute a deed of sale in favor of the plaintiff over the lot in dispute after payment of the balance in cash in the amount of P2.300. 1319. CA held that a qualified acceptance.00 in cash for Lot 19. . More particularly on the matter of the consideration of the contract. The letter dated July 6. thru Guevara's July 6. P600. ISSUE: WON there was a perfected Contract of Sale between respondents PNB and herein petitioner Villanueva HELD: Contracts of sale are perfected by mutual consent whereby the seller obligates himself. made a qualified acceptance of appellee's letter-offer dated June 28.000.883. Acceptance of said amounts by respondent does not presuppose perfection of any contract. stating that In the case at bench. Anything short of that level of mutuality produces not a contract but a mere counter-offer awaiting acceptance.00 PNB appealed to the CA which reversed and set aside the decision.883. the amounts paid by petitioner were not in the nature of downpayment or earnest money but were mere deposits or proof of his interest in the purchase of Lot No. and an acceptance of the offer which is absolute in that it refers to the exact object and consideration embodied in said offer. 19. An acceptance of an offer which agrees to the rate but varies the term is ineffective. constitutes a counter-offer and a rejection of the original offer (Art. 1319). or one that involves a new proposal. its existence may only be inferred from the confluence of two acts of the parties: an offer certain as to the object of the contract and its consideration. the offer and its acceptance must be unanimous both on the rate of the payment and on its term. for a price certain.. that is. The RTC granted the Complaint. such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuls the offer. Civil Code). to pay the amount of P2. when something is desired which is not exactly what is proposed in the offer. is lacking.00 as downpayment and the balance within two years in quarterly amortizations. i. in case of default. had assigned its rights to collect the balance of the purchase price to the respondent. The transaction was covered by a Purchase Agreement whereby the spouses undertook to make a down payment. Inc. however. the Sheriff turned over the possession of the vehicle to PCI Leasing. Inc.00 balance to CarMerchants. The fact of the matter is that the petitioners admitted in their petition at bench that they were declared in default and failed to prove such claim.. Inc. Inc. -Upon the approval of their loan application. it was estopped from collecting the balance of their account under the promissory note and chattel mortgage. the spouses Rosario alleged that the chattel mortgage they executed in favor of PCI Leasing covering the motor vehicle was in effect a contract of sale of personal property. the chattel mortgage had not been foreclosed. -Despite demands. They further alleged that since PCI Leasing opted to foreclose the chattel mortgage. It held that the remedy of the unpaid seller under Article 1484 of the New Civil Code is alternative and not cumulative.10% annual interest. The trial court declared that the spouses Rosario were only able to pay several monthly installments on their loan and their account was overdue. the spouses Rosario executed a Promissory Note in favor of PCI Leasing covering the amount of the loan plus finance charges.RTC issued an Order for the issuance of a writ of replevin. to collect the unpaid balance of the purchase price of the motor vehicle. CA: -Rendered judgment dismissing the appeal. on the same day. (as the vendor of the motor vehicle) On the first issue. without the court issuing an order discharging the writ.”. The spouses undertook to pay the loan in monthly installments payable on the 29th day of each month at 22. resolve the issue of whether Article 1484 of the New Civil Code was applicable.16. Inc. a Chattel Mortgage in favor of PCI Leasing over the Isuzu Elf 4BD1. -In their Answer to the complaint. 474 SCRA 500 (2005)FACTS: --Spouses Rosario purchased an Isuzu Elf Pick-up Utility vehicle from Car Merchants. The trial court did not. The evidence on record clearly shows that the petitioners secured a loan from the respondent to pay the P190.-The spouses Rosario also agreed that. PCI Leasing was not precluded from collecting the balance of the appellants’ account. Page 22 of 33/Comia. To secure the payment of the loan. based on the evidence on record. declaring that the spouses Rosario failed to prove their claim that PCI Leasing had agreed to be subrogated to the right of Car Merchants. After five (5)days. the spouses Rosario failed to pay the amortizations on their loan to PCI Leasing.T. they executed. The appellate court also ruled that even if Article 1484 of the New Civil Code were to be applied. TC: -The trial court rendered judgment in favor of PCI Leasing.-The spouses then applied for a loan with PCI Leasing to pay for the balance. Inc. PCI Leasing and Finance. The petitioners forthwith executed a chattel mortgage . ISSUE: whether the respondent. is the assignee of the petitioners’ account with CarMerchants. The motor vehicle was delivered to the spouses and it was registered in their names. Then. the payment of the outstanding sum with interest shall immediately become due and payable. A. and even executed a promissory note evidencing their loan in favor of the respondent. hence. payable in installments to be governed by Article 1484 of the New Civil Code of the Philippines. SPCL Chattel Mortgage -PCI Leasing filed a Complaint against the spouses Rosario “Sum of Money with Damages with a Prayer for a Writof Replevin. the Sheriffseized the motor vehicle. Spouses Rosario v. there is no factual basis for the petitioners’ claim that CarMerchants.000. assigning its right to collect the balance of the purchase price of the vehicle from the petitioners. the respondent did not thereby foreclose the chattel mortgage. under Article 1625 of the New Civil Code. Neither did the respondent adduce any evidence that it was such assignee. an assignment of credit. By securing a writ of replevin. it is not proscribed from suing the petitioners for their unpaid balance. Inc. Inc. Even assuming that the respondent is the assignee of CarMerchants. but opted to sue the petitioners for the balance of their account under the promissory note. with a plea for a writ of replevin.in favor of the respondent over the vehicle as security for the payment of their loan and the interests thereon. The respondent sued the petitioners for sum of money with prayer for a writ of replevin based on the promissory note and the chattel mortgage executed by the petitioners in its favor. insofar as the right to collect the balance of the purchase price of the vehicle from the petitioners was concerned. hence. . Inc. executed such a deed. It bears stressing that. and that Article 1484 of the New Civil Code is applicable. Article 1484 of the New Civil Code does not apply in this case. There is no evidence on record to prove that Car Merchants. Even a cursory reading of the respondent’s complaint in the RTC will readily show that the respondent did not allege that it was the assignee of CarMerchants. The fact of the matter is that the respondent did not foreclose the chattel mortgage. right or action must appear in a public document to bind third persons.