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Republic of the Philippines

SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 103577 October 7, 1996
ROMULO A. CORONEL, ALARICO A. CORONEL, ANNETTE A. CORONEL,
ANNABELLE C. GONALES !"or #er$e%" &'( o' be#&%" o" )%or*(& C. T+,,er, &$
&ttor'e-.*'."&ct/, CIELITO A. CORONEL, )LORAI0A A. ALMONTE, &'( CATALINA
BALAIS MABANAG, petitioners,
vs.
T1E COURT O) APPEALS, CONCEPCION 0. ALCARA, &'( RAMONA PATRICIA
ALCARA, &$$*$te( b- GLORIA ). NOEL &$ &ttor'e-.*'."&ct, respondents.

MELO, J.:p
The petition before us has its roots in a coplaint for specific perforance to copel
herein petitioners !e"cept the last naed, #atalina $alais Mabana%& to consuate
the sale of a parcel of land 'ith its iproveents located alon% Roosevelt (venue in
)ue*on #it+ entered into b+ the parties soetie in ,anuar+ -./0 for the price of
P-,123,333.33.
The undisputed facts of the case 'ere suari*ed b+ respondent court in this 'ise4
On ,anuar+ -., -./0, defendants5appellants Roulo #oronel, et al. !hereinafter
referred to as #oronels& e"ecuted a docuent entitled 6Receipt of Do'n Pa+ent6
!7"h. 6(6& in favor of plaintiff Raona Patricia (lcara* !hereinafter referred to as
Raona& 'hich is reproduced hereunder4
R7#7IPT O8 DO9N P(:M7NT
P-,123,333.33 ; Total aount
03,333 ; Do'n pa+ent
;;;;;;;;;;;
P-,-.3,333.33 ; $alance
Received fro Miss Raona Patricia (lcara* of -2< Tio%, )ue*on #it+, the su of
8ift+ Thousand Pesos purchase price of our inherited house and lot, covered b+ T#T
No. --.<1= of the Re%istr+ of Deeds of )ue*on #it+, in the total aount of
P-,123,333.33.
9e bind ourselves to effect the transfer in our naes fro our deceased father,
#onstancio P. #oronel, the transfer certificate of title iediatel+ upon receipt of the
do'n pa+ent above5stated.
On our presentation of the T#T alread+ in or nae, 9e 'ill iediatel+ e"ecute the
deed of absolute sale of said propert+ and Miss Raona Patricia (lcara* shall
iediatel+ pa+ the balance of the P-,-.3,333.33.
#learl+, the conditions appurtenant to the sale are the follo'in%4
-. Raona 'ill a>e a do'n pa+ent of 8ift+ Thousand !P03,333.33& Pesos upon
e"ecution of the docuent aforestated?
1. The #oronels 'ill cause the transfer in their naes of the title of the propert+
re%istered in the nae of their deceased father upon receipt of the 8ift+ Thousand
!P03,333.33& Pesos do'n pa+ent?
@. Apon the transfer in their naes of the subBect propert+, the #oronels 'ill e"ecute
the deed of absolute sale in favor of Raona and the latter 'ill pa+ the forer the
'hole balance of One Million One Hundred Ninet+ Thousand !P-,-.3,333.33& Pesos.
On the sae date !,anuar+ -0, -./0&, plaintiff5appellee #oncepcion D. (lcara*
!hereinafter referred to as #oncepcion&, other of Raona, paid the do'n pa+ent of
8ift+ Thousand !P03,333.33& Pesos !7"h. 6$6, 7"h. 616&.
On 8ebruar+ <, -./0, the propert+ ori%inall+ re%istered in the nae of the #oronelsC
father 'as transferred in their naes under T#T
No. @1=32@ !7"h. 6D6? 7"h. 626&
On 8ebruar+ -/, -./0, the #oronels sold the propert+ covered b+ T#T No. @1=32@ to
intervenor5appellant #atalina $. Mabana% !hereinafter referred to as #atalina& for One
Million 8ive Hundred 7i%ht+ Thousand !P-,0/3,333.33& Pesos after the latter has paid
Three Hundred Thousand !P@33,333.33& Pesos !7"hs. 685@6? 7"h. 6<5#6&
1
8or this reason, #oronels canceled and rescinded the contract !7"h. 6(6& 'ith Raona
b+ depositin% the do'n pa+ent paid b+ #oncepcion in the ban> in trust for Ramona
Patricia Alcaraz.
On 8ebruar+ 11, -./0, #oncepcion, et al., filed a coplaint for specific perforance
a%ainst the #oronels and caused the annotation of a notice of lis pendens at the bac>
of T#T No. @1=23@ !7"h. 676? 7"h. 606&.
On (pril 1, -./0, #atalina caused the annotation of a notice of adverse clai coverin%
the sae propert+ 'ith the Re%istr+ of Deeds of )ue*on #it+ !7"h. 686? 7"h. 6<6&.
On (pril 10, -./0, the #oronels e"ecuted a Deed of (bsolute Sale over the subBect
propert+ in favor of #atalina !7"h. 6D6? 7"h. 6=6&.
On ,une 0, -./0, a ne' title over the subBect propert+ 'as issued in the nae of
#atalina under T#T No. @0-0/1 !7"h. 6H6? 7"h. 6/6&.
!Rollo, pp. -@25-@<&
In the course of the proceedin%s before the trial court !$ranch /@, RT#, )ue*on #it+&
the parties a%reed to subit the case for decision solel+ on the basis of docuentar+
e"hibits. Thus, plaintiffs therein !no' private respondents& proffered their docuentar+
evidence accordin%l+ ar>ed as 7"hibits 6(6 throu%h 6,6, inclusive of their
correspondin% subar>in%s. (doptin% these sae e"hibits as their o'n, then
defendants !no' petitioners& accordin%l+ offered and ar>ed the as 7"hibits 6-6
throu%h 6-36, li>e'ise inclusive of their correspondin% subar>in%s. Apon otion of the
parties, the trial court %ave the thirt+ !@3& da+s 'ithin 'hich to siultaneousl+ subit
their respective eoranda, and an additional -0 da+s 'ithin 'hich to subit their
correspondin% coent or repl+ thereof, after 'hich, the case 'ould be deeed
subitted for resolution.
On (pril -2, -.//, the case 'as subitted for resolution before ,ud%e Re+naldo Roura,
'ho 'as then teporaril+ detailed to preside over $ranch /1 of the RT# of )ue*on
#it+. On March -, -./., Bud%ent 'as handed do'n b+ ,ud%e Roura fro his re%ular
bench at Macabebe, Papan%a for the )ue*on #it+ branch, disposin% as follo's4
9H7R78OR7, Bud%ent for specific perforance is hereb+ rendered orderin%
defendant to e"ecute in favor of plaintiffs a deed of absolute sale coverin% that parcel of
land ebraced in and covered b+ Transfer #ertificate of Title No. @1=23@ !no' T#T No.
@@-0/1& of the Re%istr+ of Deeds for )ue*on #it+, to%ether 'ith all the iproveents
e"istin% thereon free fro all liens and encubrances, and once accoplished, to
iediatel+ deliver the said docuent of sale to plaintiffs and upon receipt thereof, the
said docuent of sale to plaintiffs and upon receipt thereof, the plaintiffs are ordered to
pa+ defendants the 'hole balance of the purchase price aountin% to P-,-.3,333.33 in
cash. Transfer #ertificate of Title No. @@-0/1 of the Re%istr+ of Deeds for )ue*on #it+
in the nae of intervenor is hereb+ canceled and declared to be 'ithout force and
effect. Defendants and intervenor and all other persons claiin% under the are hereb+
ordered to vacate the subBect propert+ and deliver possession thereof to plaintiffs.
PlaintiffsC clai for daa%es and attorne+Cs fees, as 'ell as the counterclais of
defendants and intervenors are hereb+ disissed.
No pronounceent as to costs.
So Ordered.
Macabebe, Papan%a for )ue*on #it+, March -, -./..
!Rollo, p. -3<&
( otion for reconsideration 'as filed b+ petitioner before the ne' presidin% Bud%e of
the )ue*on #it+ RT# but the sae 'as denied b+ ,ud%e 7strella T. 7strada, thusl+4
The pra+er contained in the instant otion, i.e., to annul the decision and to render
ane' decision b+ the undersi%ned Presidin% ,ud%e should be denied for the follo'in%
reasons4 !-& The instant case becae subitted for decision as of (pril -2, -.// 'hen
the parties terinated the presentation of their respective docuentar+ evidence and
'hen the Presidin% ,ud%e at that tie 'as ,ud%e Re+naldo Roura. The fact that the+
'ere allo'ed to file eoranda at soe future date did not chan%e the fact that the
hearin% of the case 'as terinated before ,ud%e Roura and therefore the sae should
be subitted to hi for decision? !1& 9hen the defendants and intervenor did not obBect
to the authorit+ of ,ud%e Re+naldo Roura to decide the case prior to the rendition of the
decision, 'hen the+ et for the first tie before the undersi%ned Presidin% ,ud%e at the
hearin% of a pendin% incident in #ivil #ase No. )52<-20 on Noveber --, -.//, the+
'ere deeed to have acEuiesced thereto and the+ are no' estopped fro Euestionin%
said authorit+ of ,ud%e Roura after the+ received the decision in Euestion 'hich
happens to be adverse to the? !@& 9hile it is true that ,ud%e Re+naldo Roura 'as
erel+ a ,ud%e5on5detail at this $ranch of the #ourt, he 'as in all respects the
Presidin% ,ud%e 'ith full authorit+ to act on an+ pendin% incident subitted before this
#ourt durin% his incubenc+. 9hen he returned to his Official Station at Macabebe,
Papan%a, he did not lose his authorit+ to decide or resolve such cases subitted to
hi for decision or resolution because he continued as ,ud%e of the Re%ional Trial
#ourt and is of co5eEual ran> 'ith the undersi%ned Presidin% ,ud%e. The standin% rule
and supported b+ Burisprudence is that a ,ud%e to 'ho a case is subitted for
decision has the authorit+ to decide the case not'ithstandin% his transfer to another
branch or re%ion of the sae court !Sec. ., Rule -@0, Rule of #ourt&.
2
#oin% no' to the t'in pra+er for reconsideration of the Decision dated March -, -./.
rendered in the instant case, resolution of 'hich no' pertains to the undersi%ned
Presidin% ,ud%e, after a eticulous e"aination of the docuentar+ evidence
presented b+ the parties, she is convinced that the Decision of March -, -./. is
supported b+ evidence and, therefore, should not be disturbed.
IN VI79 O8 TH7 8OR7DOIND, the 6Motion for Reconsideration andFor to (nnul
Decision and Render (ne' Decision b+ the Incubent Presidin% ,ud%e6 dated March
13, -./. is hereb+ D7NI7D.
SO ORD7R7D.
)ue*on #it+, Philippines, ,ul+ -1, -./..
!Rollo, pp. -3/5-3.&
Petitioners thereupon interposed an appeal, but on Deceber -<, -..-, the #ourt of
(ppeals !$uena, Don*a%a5Re+es, (bad Santos !P&, ,,.& rendered its decision full+
a%reein% 'ith the trial court.
Hence, the instant petition 'hich 'as filed on March 0, -..1. The last pleadin%, private
respondentsC Repl+ Meorandu, 'as filed on Septeber -0, -..@. The case 'as,
ho'ever, re5raffled to undersi%ned ponente onl+ on (u%ust 1/, -..<, due to the
voluntar+ inhibition of the ,ustice to 'ho the case 'as last assi%ned.
9hile 'e dee it necessar+ to introduce certain refineents in the disEuisition of
respondent court in the affirance of the trial courtCs decision, 'e definitel+ find the
instant petition bereft of erit.
The heart of the controvers+ 'hich is the ultiate >e+ in the resolution of the other
issues in the case at bar is the precise deterination of the le%al si%nificance of the
docuent entitled 6Receipt of Do'n Pa+ent6 'hich 'as offered in evidence b+ both
parties. There is no dispute as to the fact that said docuent ebodied the bindin%
contract bet'een Raona Patricia (lcara* on the one hand, and the heirs of
#onstancio P. #oronel on the other, pertainin% to a particular house and lot covered b+
T#T No. --.<1=, as defined in (rticle -@30 of the #ivil #ode of the Philippines 'hich
reads as follo's4
(rt. -@30. ( contract is a eetin% of inds bet'een t'o persons 'hereb+ one binds
hiself, 'ith respect to the other, to %ive soethin% or to render soe service.
9hile, it is the position of private respondents that the 6Receipt of Do'n Pa+ent6
ebodied a perfected contract of sale, 'hich perforce, the+ see> to enforce b+ eans
of an action for specific perforance, petitioners on their part insist that 'hat the
docuent si%nified 'as a ere e"ecutor+ contract to sell, subBect to certain suspensive
conditions, and because of the absence of Raona P. (lcara*, 'ho left for the Anited
States of (erica, said contract could not possibl+ ripen into a contract absolute sale.
Plainl+, such variance in the contendin% partiesC contentions is brou%ht about b+ the
'a+ each interprets the ters andFor conditions set forth in said private instruent.
9ithal, based on 'hatever relevant and adissible evidence a+ be available on
record, this, #ourt, as 'ere the courts belo', is no' called upon to adBud%e 'hat the
real intent of the parties 'as at the tie the said docuent 'as e"ecuted.
The #ivil #ode defines a contract of sale, thus4
(rt. -20/. $+ the contract of sale one of the contractin% parties obli%ates hiself to
transfer the o'nership of and to deliver a deterinate thin%, and the other to pa+
therefor a price certain in one+ or its eEuivalent.
Sale, b+ its ver+ nature, is a consensual contract because it is perfected b+ ere
consent. The essential eleents of a contract of sale are the follo'in%4
a& #onsent or eetin% of the inds, that is, consent to transfer o'nership in e"chan%e
for the price?
b& Deterinate subBect atter? and
c& Price certain in one+ or its eEuivalent.
Ander this definition, a #ontract to Sell a+ not be considered as a #ontract of Sale
because the first essential eleent is lac>in%. In a contract to sell, the prospective
seller e"plicit+ reserves the transfer of title to the prospective bu+er, eanin%, the
prospective seller does not as +et a%ree or consent to transfer o'nership of the
propert+ subBect of the contract to sell until the happenin% of an event, 'hich for
present purposes 'e shall ta>e as the full pa+ent of the purchase price. 9hat the
seller a%rees or obli%es hiself to do is to fulfill is proise to sell the subBect propert+
'hen the entire aount of the purchase price is delivered to hi. In other 'ords the full
pa+ent of the purchase price parta>es of a suspensive condition, the non5fulfillent of
'hich prevents the obli%ation to sell fro arisin% and thus, o'nership is retained b+ the
prospective seller 'ithout further reedies b+ the prospective bu+er. In Roque vs.
Lapuz !.< S#R( =2- G-./3H&, this #ourt had occasion to rule4
3
Hence, 9e hold that the contract bet'een the petitioner and the respondent 'as a
contract to sell 'here the o'nership or title is retained b+ the seller and is not to pass
until the full pa+ent of the price, such pa+ent bein% a positive suspensive condition
and failure of 'hich is not a breach, casual or serious, but sipl+ an event that
prevented the obli%ation of the vendor to conve+ title fro acEuirin% bindin% force.
Stated positivel+, upon the fulfillent of the suspensive condition 'hich is the full
pa+ent of the purchase price, the prospective sellerCs obli%ation to sell the subBect
propert+ b+ enterin% into a contract of sale 'ith the prospective bu+er becoes
deandable as provided in (rticle -2=. of the #ivil #ode 'hich states4
(rt. -2=.. ( proise to bu+ and sell a deterinate thin% for a price certain is
reciprocall+ deandable.
(n accepted unilateral proise to bu+ or to sell a deterinate thin% for a price certain is
bindin% upon the proissor if the proise is supported b+ a consideration distinct fro
the price.
( contract to sell a+ thus be defined as a bilateral contract 'hereb+ the prospective
seller, 'hile e"pressl+ reservin% the o'nership of the subBect propert+ despite deliver+
thereof to the prospective bu+er, binds hiself to sell the said propert+ e"clusivel+ to
the prospective bu+er upon fulfillent of the condition a%reed upon, that is, full pa+ent
of the purchase price.
( contract to sell as defined hereinabove, a+ not even be considered as a conditional
contract of sale 'here the seller a+ li>e'ise reserve title to the propert+ subBect of the
sale until the fulfillent of a suspensive condition, because in a conditional contract of
sale, the first eleent of consent is present, althou%h it is conditioned upon the
happenin% of a contin%ent event 'hich a+ or a+ not occur. If the suspensive
condition is not fulfilled, the perfection of the contract of sale is copletel+ abated !cf.
Hoesite and housin% #orp. vs. #ourt of (ppeals, -@@ S#R( === G-./2H&. Ho'ever, if
the suspensive condition is fulfilled, the contract of sale is thereb+ perfected, such that
if there had alread+ been previous deliver+ of the propert+ subBect of the sale to the
bu+er, o'nership thereto autoaticall+ transfers to the bu+er b+ operation of la'
'ithout an+ further act havin% to be perfored b+ the seller.
In a contract to sell, upon the fulfillent of the suspensive condition 'hich is the full
pa+ent of the purchase price, o'nership 'ill not autoaticall+ transfer to the bu+er
althou%h the propert+ a+ have been previousl+ delivered to hi. The prospective
seller still has to conve+ title to the prospective bu+er b+ enterin% into a contract of
absolute sale.
It is essential to distin%uish bet'een a contract to sell and a conditional contract of sale
speciall+ in cases 'here the subBect propert+ is sold b+ the o'ner not to the part+ the
seller contracted 'ith, but to a third person, as in the case at bench. In a contract to
sell, there bein% no previous sale of the propert+, a third person bu+in% such propert+
despite the fulfillent of the suspensive condition such as the full pa+ent of the
purchase price, for instance, cannot be deeed a bu+er in bad faith and the
prospective bu+er cannot see> the relief of reconve+ance of the propert+. There is no
double sale in such case. Title to the propert+ 'ill transfer to the bu+er after re%istration
because there is no defect in the o'ner5sellerCs title per se, but the latter, of course,
a+ be used for daa%es b+ the intendin% bu+er.
In a conditional contract of sale, ho'ever, upon the fulfillent of the suspensive
condition, the sale becoes absolute and this 'ill definitel+ affect the sellerCs title
thereto. In fact, if there had been previous deliver+ of the subBect propert+, the sellerCs
o'nership or title to the propert+ is autoaticall+ transferred to the bu+er such that, the
seller 'ill no lon%er have an+ title to transfer to an+ third person. (ppl+in% (rticle -022
of the #ivil #ode, such second bu+er of the propert+ 'ho a+ have had actual or
constructive >no'led%e of such defect in the sellerCs title, or at least 'as char%ed 'ith
the obli%ation to discover such defect, cannot be a re%istrant in %ood faith. Such
second bu+er cannot defeat the first bu+erCs title. In case a title is issued to the second
bu+er, the first bu+er a+ see> reconve+ance of the propert+ subBect of the sale.
9ith the above postulates as %uidelines, 'e no' proceed to the tas> of decipherin% the
real nature of the contract entered into b+ petitioners and private respondents.
It is a canon in the interpretation of contracts that the 'ords used therein should be
%iven their natural and ordinar+ eanin% unless a technical eanin% 'as intended !Tan
vs. #ourt of (ppeals, 1-1 S#R( 0/< G-..1H&. Thus, 'hen petitioners declared in the
said 6Receipt of Do'n Pa+ent6 that the+ ;
Received fro Miss Raona Patricia (lcara* of -2< Tio%, )ue*on #it+, the su of
8ift+ Thousand Pesos purchase price of our inherited house and lot, covered b+ T#T
No. --..<1= of the Re%istr+ of Deeds of )ue*on #it+, in the total aount of
P-,123,333.33.
'ithout an+ reservation of title until full pa+ent of the entire purchase price, the natural
and ordinar+ idea conve+ed is that the+ sold their propert+.
9hen the 6Receipt of Do'n Pa+ent6 is considered in its entiret+, it becoes ore
anifest that there 'as a clear intent on the part of petitioners to transfer title to the
bu+er, but since the transfer certificate of title 'as still in the nae of petitionerCs father,
the+ could not full+ effect such transfer althou%h the bu+er 'as then 'illin% and able to
iediatel+ pa+ the purchase price. Therefore, petitioners5sellers undertoo> upon
4
receipt of the do'n pa+ent fro private respondent Raona P. (lcara*, to cause the
issuance of a ne' certificate of title in their naes fro that of their father, after 'hich,
the+ proised to present said title, no' in their naes, to the latter and to e"ecute the
deed of absolute sale 'hereupon, the latter shall, in turn, pa+ the entire balance of the
purchase price.
The a%reeent could not have been a contract to sell because the sellers herein ade
no express reservation of ownership or title to the subject parcel of land. 8urtherore,
the circustance 'hich prevented the parties fro enterin% into an absolute contract of
sale pertained to the sellers theselves !the certificate of title 'as not in their naes&
and not the full pa+ent of the purchase price. Ander the established facts and
circustances of the case, the #ourt a+ safel+ presue that, had the certificate of
title been in the naes of petitioners5sellers at that tie, there 'ould have been no
reason 'h+ an absolute contract of sale could not have been e"ecuted and
consuated ri%ht there and then.
Moreover, unli>e in a contract to sell, petitioners in the case at bar did not erel+
proise to sell the properl+ to private respondent upon the fulfillent of the suspensive
condition. On the contrar+, havin% alread+ a%reed to sell the subBect propert+, the+
undertoo> to have the certificate of title chan%ed to their naes and iediatel+
thereafter, to e"ecute the 'ritten deed of absolute sale.
Thus, the parties did not erel+ enter into a contract to sell 'here the sellers, after
copliance b+ the bu+er 'ith certain ters and conditions, proised to sell the
propert+ to the latter. 9hat a+ be perceived fro the respective underta>in%s of the
parties to the contract is that petitioners had alread+ a%reed to sell the house and lot
the+ inherited fro their father, copletel+ 'illin% to transfer full o'nership of the
subBect house and lot to the bu+er if the docuents 'ere then in order. It Bust
happened, ho'ever, that the transfer certificate of title 'as then still in the nae of their
father. It 'as ore e"pedient to first effect the chan%e in the certificate of title so as to
bear their naes. That is 'h+ the+ undertoo> to cause the issuance of a ne' transfer
of the certificate of title in their naes upon receipt of the do'n pa+ent in the aount
of P03,333.33. (s soon as the ne' certificate of title is issued in their naes,
petitioners 'ere coitted to iediatel+ e"ecute the deed of absolute sale. Onl+
then 'ill the obli%ation of the bu+er to pa+ the reainder of the purchase price arise.
There is no doubt that unli>e in a contract to sell 'hich is ost coonl+ entered into
so as to protect the seller a%ainst a bu+er 'ho intends to bu+ the propert+ in installent
b+ 'ithholdin% o'nership over the propert+ until the bu+er effects full pa+ent therefor,
in the contract entered into in the case at bar, the sellers 'ere the one 'ho 'ere
unable to enter into a contract of absolute sale b+ reason of the fact that the certificate
of title to the propert+ 'as still in the nae of their father. It 'as the sellers in this case
'ho, as it 'ere, had the ipedient 'hich prevented, so to spea>, the e"ecution of an
contract of absolute sale.
9hat is clearl+ established b+ the plain lan%ua%e of the subBect docuent is that 'hen
the said 6Receipt of Do'n Pa+ent6 'as prepared and si%ned b+ petitioners Roeo (.
#oronel, et al., the parties had a%reed to a conditional contract of sale, consuation
of 'hich is subBect onl+ to the successful transfer of the certificate of title fro the nae
of petitionersC father, #onstancio P. #oronel, to their naes.
The #ourt si%nificantl+ notes this suspensive condition 'as, in fact, fulfilled on 8ebruar+
<, -./0 !7"h. 6D6? 7"h. 626&. Thus, on said date, the conditional contract of sale
bet'een petitioners and private respondent Raona P. (lcara* becae obli%ator+, the
onl+ act reEuired for the consuation thereof bein% the deliver+ of the propert+ b+
eans of the e"ecution of the deed of absolute sale in a public instruent, 'hich
petitioners uneEuivocall+ coitted theselves to do as evidenced b+ the 6Receipt of
Do'n Pa+ent.6
(rticle -2=0, in correlation 'ith (rticle --/-, both of the #ivil #ode, plainl+ applies to
the case at bench. Thus,
(rt. -2=0. The contract of sale is perfected at the oent there is a eetin% of inds
upon the thin% 'hich is the obBect of the contract and upon the price.
8ro the oent, the parties a+ reciprocall+ deand perforance, subBect to the
provisions of the la' %overnin% the for of contracts.
(rt. --/-. In conditional obli%ations, the acEuisition of ri%hts, as 'ell as the
e"tin%uishent or loss of those alread+ acEuired, shall depend upon the happenin% of
the event 'hich constitutes the condition.
Since the condition conteplated b+ the parties 'hich is the issuance of a certificate of
title in petitionersC naes 'as fulfilled on 8ebruar+ <, -./0, the respective obli%ations of
the parties under the contract of sale becae utuall+ deandable, that is, petitioners,
as sellers, 'ere obli%ed to present the transfer certificate of title alread+ in their naes
to private respondent Raona P. (lcara*, the bu+er, and to iediatel+ e"ecute the
deed of absolute sale, 'hile the bu+er on her part, 'as obli%ed to forth'ith pa+ the
balance of the purchase price aountin% to P-,-.3,333.33.
It is also si%nificant to note that in the first para%raph in pa%e . of their petition,
petitioners conclusivel+ aditted that4
5
@. The petitioners5sellers #oronel bound theselves 6to effect the transfer in our naes
fro our deceased father #onstancio P. #oronel, the transfer certificate of title
iediatel+ upon receipt of the do'npa+ent above5stated6. The sale was still subject
to this suspensive condition. !7phasis supplied.&
!Rollo, p. -<&
Petitioners theselves reco%ni*ed that the+ entered into a contract of sale subBect to a
suspensive condition. Onl+, the+ contend, continuin% in the sae para%raph, that4
. . . Had petitioners5sellers not complied 'ith this condition of first transferrin% the title to
the propert+ under their naes, there could be no perfected contract of sale.
!7phasis supplied.&
!bid.&
not a'are that the+ set their o'n trap for theselves, for (rticle --/< of the #ivil #ode
e"pressl+ provides that4
(rt. --/<. The condition shall be deeed fulfilled 'hen the obli%or voluntaril+ prevents
its fulfillent.
$esides, it should be stressed and ephasi*ed that 'hat is ore controllin% than these
ere h+pothetical ar%uents is the fact that the condition herein referred to was
actuall! and indisputabl! fulfilled on "ebruar! #, $%&', 'hen a ne' title 'as issued in
the naes of petitioners as evidenced b+ T#T No. @1=23@ !7"h. 6D6? 7"h. 626&.
The inevitable conclusion is that on ,anuar+ -., -./0, as evidenced b+ the docuent
denoinated as 6Receipt of Do'n Pa+ent6 !7"h. 6(6? 7"h. 6-6&, the parties entered
into a contract of sale subBect onl+ to the suspensive condition that the sellers shall
effect the issuance of ne' certificate title fro that of their fatherCs nae to their naes
and that, on 8ebruar+ <, -./0, this condition 'as fulfilled !7"h. 6D6? 7"h. 626&.
9e, therefore, hold that, in accordance 'ith (rticle --/= 'hich pertinentl+ provides ;
(rt. --/=. The effects of conditional obli%ation to %ive, once the condition has been
fulfilled, shall retroact to the da+ of the constitution of the obli%ation . . .
In obli%ation to do or not to do, the courts shall deterine, in each case, the retroactive
effect of the condition that has been coplied 'ith.
the ri%hts and obli%ations of the parties 'ith respect to the perfected contract of sale
becae utuall+ due and deandable as of the tie of fulfillent or occurrence of the
suspensive condition on 8ebruar+ <, -./0. (s of that point in tie, reciprocal
obli%ations of both seller and bu+er arose.
Petitioners also ar%ue there could been no perfected contract on ,anuar+ -., -./0
because the+ 'ere then not +et the absolute o'ners of the inherited propert+.
9e cannot sustain this ar%uent.
(rticle ==2 of the #ivil #ode defines Succession as a ode of transferrin% o'nership
as follo's4
(rt. ==2. Succession is a ode of acEuisition b+ virtue of 'hich the propert+, ri%hts and
obli%ations to be e"tent and value of the inheritance of a person are transitted
throu%h his death to another or others b+ his 'ill or b+ operation of la'.
Petitioners5sellers in the case at bar bein% the sons and dau%hters of the decedent
#onstancio P. #oronel are copulsor+ heirs 'ho 'ere called to succession b+
operation of la'. Thus, at the point their father dre' his last breath, petitioners stepped
into his shoes insofar as the subBect propert+ is concerned, such that an+ ri%hts or
obli%ations pertainin% thereto becae bindin% and enforceable upon the. It is
e"pressl+ provided that ri%hts to the succession are transitted fro the oent of
death of the decedent !(rticle ===, #ivil #ode? #uison vs. Villanueva, .3 Phil. /03
G-.01H&.
$e it also noted that petitionersC clai that succession a+ not be declared unless the
creditors have been paid is rendered oot b+ the fact that the+ 'ere able to effect the
transfer of the title to the propert+ fro the decedentCs nae to their naes on
8ebruar+ <, -./0.
(side fro this, petitioners are precluded fro raisin% their supposed lac> of capacit+
to enter into an a%reeent at that tie and the+ cannot be allo'ed to no' ta>e a
posture contrar+ to that 'hich the+ too> 'hen the+ entered into the a%reeent 'ith
private respondent Raona P. (lcara*. The #ivil #ode e"pressl+ states that4
(rt. -2@-. Throu%h estoppel an adission or representation is rendered conclusive
upon the person a>in% it, and cannot be denied or disproved as a%ainst the person
rel+in% thereon.
6
Havin% represented theselves as the true o'ners of the subBect propert+ at the tie
of sale, petitioners cannot clai no' that the+ 'ere not +et the absolute o'ners thereof
at that tie.
Petitioners also contend that althou%h there 'as in fact a perfected contract of sale
bet'een the and Raona P. (lcara*, the latter breached her reciprocal obli%ation
'hen she rendered ipossible the consuation thereof b+ %oin% to the Anited States
of (erica, 'ithout leavin% her address, telephone nuber, and Special Po'er of
(ttorne+ !Para%raphs -2 and -0, (ns'er 'ith #opulsor+ #ounterclai to the
(ended #oplaint, p. 1? Rollo, p. 2@&, for 'hich reason, so petitioners conclude, the+
'ere correct in unilaterall+ rescindin% rescindin% the contract of sale.
9e do not a%ree 'ith petitioners that there 'as a valid rescission of the contract of sale
in the instant case. 9e note that these supposed %rounds for petitionersC rescission,
are ere alle%ations found onl+ in their responsive pleadin%s, 'hich b+ e"press
provision of the rules, are deeed controverted even if no repl+ is filed b+ the plaintiffs
!Sec. --, Rule <, Revised Rules of #ourt&. The records are absolutel+ bereft of an+
supportin% evidence to substantiate petitionersC alle%ations. 9e have stressed tie and
a%ain that alle%ations ust be proven b+ sufficient evidence !N% #ho #io vs. N% Dion%,
--3 Phil. //1 G-.<-H? Recaro vs. 7bisan, 1 S#R( 0./ G-.<-H. Mere alle%ation is not
an evidence !Ia%asca vs. De Vera, =. Phil. @=< G-.2=H&.
7ven assuin% ar(uendo that Raona P. (lcara* 'as in the Anited States of (erica
on 8ebruar+ <, -./0, 'e cannot Bustif+ petitioner5sellersC act of unilaterall+ and
e"tradiciall+ rescindin% the contract of sale, there bein% no e"press stipulation
authori*in% the sellers to e"tarBudiciall+ rescind the contract of sale. !cf. Di%nos vs. #(,
-0/ S#R( @=0 G-.//H? Ta%uba vs. Vda. de Ieon, -@1 S#R( =11 G-./2H&
Moreover, petitioners are estopped fro raisin% the alle%ed absence of Raona P.
(lcara* because althou%h the evidence on record sho's that the sale 'as in the nae
of Raona P. (lcara* as the bu+er, the sellers had been dealin% 'ith #oncepcion D.
(lcara*, RaonaCs other, 'ho had acted for and in behalf of her dau%hter, if not also
in her o'n behalf. Indeed, the do'n pa+ent 'as ade b+ #oncepcion D. (lcara* 'ith
her o'n personal chec> !7"h. 6$6? 7"h. 616& for and in behalf of Raona P. (lcara*.
There is no evidence sho'in% that petitioners ever Euestioned #oncepcionCs authorit+
to represent Raona P. (lcara* 'hen the+ accepted her personal chec>. Neither did
the+ raise an+ obBection as re%ards pa+ent bein% effected b+ a third person.
(ccordin%l+, as far as petitioners are concerned, the ph+sical absence of Raona P.
(lcara* is not a %round to rescind the contract of sale.
#orollaril+, Raona P. (lcara* cannot even be deeed to be in default, insofar as her
obli%ation to pa+ the full purchase price is concerned. Petitioners 'ho are precluded
fro settin% up the defense of the ph+sical absence of Raona P. (lcara* as above5
e"plained offered no proof 'hatsoever to sho' that the+ actuall+ presented the ne'
transfer certificate of title in their naes and si%nified their 'illin%ness and readiness to
e"ecute the deed of absolute sale in accordance 'ith their a%reeent. RaonaCs
correspondin% obli%ation to pa+ the balance of the purchase price in the aount of
P-,-.3,333.33 !as bu+er& never becae due and deandable and, therefore, she
cannot be deeed to have been in default.
(rticle --<. of the #ivil #ode defines 'hen a part+ in a contract involvin% reciprocal
obli%ations a+ be considered in default, to 'it4
(rt. --<.. Those obli%ed to deliver or to do soethin%, incur in dela+ fro the tie the
obli%ee Budiciall+ or e"traBudiciall+ deands fro the the fulfillent of their obli%ation.
""" """ """
In reciprocal obli%ations, neither part+ incurs in dela+ if the other does not compl! or is
not read! to compl! in a proper manner with what is incumbent upon him. 8ro the
oent one of the parties fulfill his obli%ation, dela+ b+ the other be%ins. !7phasis
supplied.&
There is thus neither factual nor le%al basis to rescind the contract of sale bet'een
petitioners and respondents.
9ith the fore%oin% conclusions, the sale to the other petitioner, #atalina $. Mabana%,
%ave rise to a case of double sale 'here (rticle -022 of the #ivil #ode 'ill appl+, to 'it4
(rt. -022. If the sae thin% should have been sold to different vendees, the o'nership
shall be transferred to the person 'ho a+ have first ta>en possession thereof in %ood
faith, if it should be ovable propert+.
Should if be iovable propert+, the o'nership shall belon% to the person acEuirin% it
'ho in %ood faith first recorded it in Re%istr+ of Propert+.
Should there be no inscription, the o'nership shall pertain to the person 'ho in %ood
faith 'as first in the possession? and, in the absence thereof to the person 'ho
presents the oldest title, provided there is %ood faith.
The record of the case sho's that the Deed of (bsolute Sale dated (pril 10, -./0 as
proof of the second contract of sale 'as re%istered 'ith the Re%istr+ of Deeds of
)ue*on #it+ %ivin% rise to the issuance of a ne' certificate of title in the nae of
7
#atalina $. Mabana% on ,une 0, -./0. Thus, the second para%raph of (rticle -022
shall appl+.
The above5cited provision on double sale presues title or o'nership to pass to the
first bu+er, the e"ceptions bein%4 !a& 'hen the second bu+er, in %ood faith, re%isters the
sale ahead of the first bu+er, and !b& should there be no inscription b+ either of the t'o
bu+ers, 'hen the second bu+er, in %ood faith, acEuires possession of the propert+
ahead of the first bu+er. Anless, the second bu+er satisfies these reEuireents, title or
o'nership 'ill not transfer to hi to the preBudice of the first bu+er.
In his coentaries on the #ivil #ode, an accepted authorit+ on the subBect, no' a
distin%uished eber of the #ourt, ,ustice ,ose #. Vitu%, e"plains4
The %overnin% principle is prius tempore, potior jure !first in tie, stron%er in ri%ht&.
Jno'led%e b+ the first bu+er of the second sale cannot defeat the first bu+erCs ri%hts
e"cept 'hen the second bu+er first re%isters in %ood faith the second sale !Olivares vs.
Don*ales, -0. S#R( @@&. #onversel+, >no'led%e %ained b+ the second bu+er of the
first sale defeats his ri%hts even if he is first to re%ister, since >no'led%e taints his
re%istration 'ith bad faith !see also (stor%a vs. #ourt of (ppeals, D.R. No. 0/0@3, 1<
Deceber -./2&. In )ruz vs. )abana !D.R. No. 0<1@1, 11 ,une -./2, -1. S#R( <0<&,
it has held that it is essential, to erit the protection of (rt. -022, second para%raph,
that the second realt+ bu+er ust act in %ood faith in re%isterin% his deed of sale !citin%
#arbonell vs. #ourt of (ppeals, <. S#R( .., #risostoo vs. #(, D.R. No. .0/2@, 31
Septeber -..1&.
!*. +itu( )ompendium of )ivil Law and *urisprudence, $%%, -dition, p. #./&.
Petitioner point out that the notice of lis pendens in the case at bar 'as annoted on the
title of the subBect propert+ onl+ on 8ebruar+ 11, -./0, 'hereas, the second sale
bet'een petitioners #oronels and petitioner Mabana% 'as supposedl+ perfected prior
thereto or on 8ebruar+ -/, -./0. The idea conve+ed is that at the tie petitioner
Mabana%, the second bu+er, bou%ht the propert+ under a clean title, she 'as una'are
of an+ adverse clai or previous sale, for 'hich reason she is bu+er in %ood faith.
9e are not persuaded b+ such ar%uent.
In a case of double sale, 'hat finds relevance and aterialit+ is not 'hether or not the
second bu+er 'as a bu+er in %ood faith but 'hether or not said second bu+er re%isters
such second sale in %ood faith, that is, 'ithout >no'led%e of an+ defect in the title of
the propert+ sold.
(s clearl+ borne out b+ the evidence in this case, petitioner Mabana% could not have in
%ood faith, re%istered the sale entered into on 8ebruar+ -/, -./0 because as earl+ as
8ebruar+ 11, -./0, a notice of lis pendens had been annotated on the transfer
certificate of title in the naes of petitioners, 'hereas petitioner Mabana% re%istered
the said sale soetie in (pril, -./0. (t the tie of re%istration, therefore, petitioner
Mabana% >ne' that the sae propert+ had alread+ been previousl+ sold to private
respondents, or, at least, she 'as char%ed 'ith >no'led%e that a previous bu+er is
claiin% title to the sae propert+. Petitioner Mabana% cannot close her e+es to the
defect in petitionersC title to the propert+ at the tie of the re%istration of the propert+.
This #ourt had occasions to rule that4
If a vendee in a double sale re%isters that sale after he has acEuired >no'led%e that
there 'as a previous sale of the sae propert+ to a third part+ or that another person
clais said propert+ in a pervious sale, the re%istration 'ill constitute a re%istration in
bad faith and 'ill not confer upon hi an+ ri%ht. !Salvoro vs. Tane%a, /= S#R( @2.
G-.=/H? citin% Palarca vs. Director of Iand, 2@ Phil. -2<? #a%aoan vs. #a%aoan, 2@ Phil.
002? 8ernande* vs. Mercader, 2@ Phil. 0/-.&
Thus, the sale of the subBect parcel of land bet'een petitioners and Raona P. (lcara*,
perfected on 8ebruar+ <, -./0, prior to that bet'een petitioners and #atalina $.
Mabana% on 8ebruar+ -/, -./0, 'as correctl+ upheld b+ both the courts belo'.
(lthou%h there a+ be aple indications that there 'as in fact an a%enc+ bet'een
Raona as principal and #oncepcion, her other, as a%ent insofar as the subBect
contract of sale is concerned, the issue of 'hether or not #oncepcion 'as also actin%
in her o'n behalf as a co5bu+er is not sEuarel+ raised in the instant petition, nor in such
assuption disputed bet'een other and dau%hter. Thus, 9e 'ill not touch this issue
and no lon%er disturb the lo'er courtsC rulin% on this point.
9H7R78OR7, preises considered, the instant petition is hereb+ DISMISS7D and the
appealed Bud%ent (88IRM7D.
SO ORD7R7D.
8