SALES July 16, 2011
SPS. ALFREDO R. EDRADA and ROSELLA L. EDRADA, Petitioners,
vs.
CARMENCITA RAMOS, SPS. EDUARDO RAMOS, Respondents.
G.R. No. 154413 August 31, 2005
Doctrine:
Nature: petition for review on certiorari of the decision and resolution of the
Court of Appeals
Facts:
1. Respondent Sps. Eduardo and Carmencita Ramos are owners of 2
vessels
2. On April 1 1996, respondents and petitioner executed an untitled
handwritten document which lies at the center of the controversy
3. Upon the signing of the document, petitioners delivered to
respondents four (4) postdated Far East Bank and Trust Company
(FEBTC) checks payable to cash drawn by petitioner Rosella Edrada,
in various amounts totaling to P140,000.00 .
4. The first three (3) checks were honored upon presentment to the
drawee bank while the fourth check for One Hundred Thousand
Pesos (P100,000.00) was dishonored because of a "stop payment"
order.
5. Respondents filed an action against petitioners for specific
performance with damages before the RTC, praying that petitioners
be obliged to execute the necessary deed of sale of the two fishing
vessels and to pay the balance of the purchase price.
6. RTC ruled in favor of the petitioner and considered the document as
a perfected contract of sale
7. CA also affirmed with modification RTCs decision
Issue/held: is the document a perfected contract of sale? NO
Rationale:
A contract of sale is defined as an agreement whereby one of the
contracting parties obligates himself to transfer the ownership of
and to deliver a determinate thing, and other to pay therefore a
price certain in money or its equivalent.
An examination of the document reveals that there is no perfected
contract of sale. The agreement may confirm the receipt by
respondents of the two vessels and their purchase price.
However, there is no equivocal agreement to transfer ownership of
the vessel, but a mere commitment that "documents pertaining to
the sale and agreement of payments[are] to follow."
Evidently, the document or documents which would formalize the
transfer of ownership and contain the terms of payment of the
purchase price, or the period when such would become due and
demandable, have yet to be executed.
But no such document was executed and no such terms were
stipulated upon.
Before a valid and binding contract of sale can exist, the manner of
payment of the purchase price must first be established, as such
stands as essential to the validity of the sale.
Moreover, the absence of definite terms of payment therein would
preclude its enforcement by the respondents through the instant
complaint
In this case, the agreement merely acknowledges that a purchase
price had been agreed on by the parties.
There was no mutual promise to buy on the part of petitioners and
to sell on the part of respondents.
Again, the aforestated proviso in the agreement that documents
pertaining to the sale and agreement of payments between the
parties will follow clearly manifests lack of agreement between the
parties as to the terms of the contract to sell, particularly the object
and cause of the contract.
Disposition: WHEREFORE, the petition is GRANTED. The assailed Decision
and Resolution of the Court of Appeals areREVERSED and SET ASIDE. The
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case before the Regional Trial Court is ordered dismissed. no
pronouncement as to costs.
Spouses Doromal vs CA
G.R. No. L-36080; September 5, 1975; P: Barredo
Doctrine: Period of repurchase has not yet lapsed because the respondent was not
notified of the sale. The 30-day period for the right of repurchase starts only after
actual notice not only of a perfected sale but of actual execution and delivery of the
deed of sale.
NATURE: Petition for review of the decision of the Court of Appeals
FACTS:
Lot 3504 of the cadastral survey of Iloilo, situated in the poblacion of La
Paz, was originally decreed in the name of the late Justice Antonio
Horilleno in 1916
before he died, he executed a last will and testament attesting to the fact
that it was a co-ownership between himself and his brothers and sisters,
o the co-owners were:
Justice Horilleno (daughter Mary as heir), Luis, Soledad,
Fe, Rosita, Carlos and Esperanza, in the proportion of 1/7
undivided ownership each;
since Esperanza had already died, she was succeeded by
her only daughter and heir herein plaintiff, Filomena
Javellana
co-owners had wanted to sell their shares or the entire property, if plaintiff
Filomena Javellana were agreeable
they hired an acquaintance Cresencia Harder to look for buyers
o Harder found defendants Ramon Doromal, Sr. and Jr., father and
son
they all executed various powers of attorney in favor of their niece, Mary H.
Jimenez
they also caused preparation of a power of attorney of identical tenor for
signature by plaintiff, Filomena Javellana, and sent it with a letter of
Carlos, dated January 18, 1968
Carlos informed Filomina that the price was P4.00 a square meter
o it now turns out that as early as October 22, 1967, Carlos had
received a check in the sum of P5,000 from defendant Ramon
Doromal, Jr., as earnest money
the price therein agreed upon was P5.00 a square meter
in another letter of Carlos to Plaintiff Filomina in November 5, 1967, he
had told her that the Doromals had given the earnest money of P5,000.00
at P6.00 a square meter
Plaintiff Filomina did not sign the power of attorney
o the rest of the co-owners went ahead with their sale of their 6/7
April 29, 1968: Carlos went to the Register of Deeds in Iloilo and caused the
registration of the order of the cadastral court approving the issuance of a
new title in the name of the co-owners, as well as of the deed of sale to the
Doromals
o as a result, a new title was issued in the name of the Horillenos to
6/7 and plaintiff Filomena Javellana to 1/7
the Doromals paid to Carlos, by check, the sum of P97,000,00
o they also paid an additional amount in cash of P18,250.00
since the agreed price was P5.00 a square meter
they paid P115,250.00 in total but only declared P30,000
in order to evade tax
On 10 June, 1968, plaintiff Filomenas lawyer Atty. Arturo H. Villanueva
went to Doromals residence
o he brought with him her letter making a formal offer to
repurchase or redeem the 6/7 undivided share in Lot 3504 for
P30,000 in cash
o the Doromals refused
Plaintiff Filomena then filed this case
Trial court: plaintiff had no more right, to redeem, because 'Plaintiff was
informed of the intended sale of the 6/7 share belonging to the Horillenos.'
Court of Appeals: reversed the trial court's decision
ISSUE: 1. Whether Filomenas right to redeem has expired?
2. Whether the CA erred in holding that only P30,000 should be paid to redeem the
land?
HELD: 1. No, there being no showing that Filomena was notified.
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Petitioners: The letters sent by Carlos Horilleno to Filmonena, dated
January 18, 1968 and November 5, 1967, constituted the required notice in
writing from which the 30-day day period fixed in said provision should be
computed.
o But to start with, there is no showing that said letters were in
fact received by respondent Filomena and when they were
actually received.
o petitioners do not pinpoint which of these two letters, their dates
being more than two months apart, is the required notice.
o In any event, neither of said letters referred to a consummated
sale.
No consummated sale because no price definite had been agreed upon
o in the latter letter of January 18, 1968, the price indicated was
P4.00 per square meter while in that of November 5, 1967, what
was stated was P5.00 per square meter
for purposes of the co-owner's right of redemption granted by Article 1620
of the Civil Code:
o the notice in writing which Article 1623 requires to be made to the
other co-owners and from receipt of which the 30-day period to
redeem should be counted is a notice not only of a perfected sale
but of the actual execution and delivery of the deed of sale.
o implied from the latter portion of Article 1623: a sale may not be
presented to the register of deeds for registration unless it be in
the form of a duly executed public instrument.
o it was Carlos Horilleno alone who signed them, and as of January
18, 1968, powers of attorney from the various co-owners were
still to be secured.
No earnest money had been paid
o while P5,000 might have indeed been paid to Carlos in October,
1967, there is nothing to show that the same was in the concept
of the earnest money contemplated in Article 1482 of the Civil
Code
o paid in the concept of earnest money as a guarantee that the
buyer would not back out
her tender to redeem the land made on June 10, 1968 was well within
the period prescribed by law.
o immaterial when she might have actually come to know about
said deed, it appearing she has never been shown a copy thereof
through a written communication by either any of the petitioners
purchasers or any of her co-owners-vendees.
2. No, the CA was correct in ordering only the payment of P30,000
there is "decisive preponderance of evidence" establishing "that the price
paid by defendants was not that stated in the document of P30,000 but
much more, at least P97,000, according to the check if not a total of
P115,250.00 because another amount in cash of P18,250 was paid
afterwards."
o BUT they should be paid only P30,000
the consideration of P30,000 only was placed in the deed of sale to
minimize the payment of the registration fees, stamps and sales tax."
o impossible for the Supreme Court to sanction petitioners'
pragmatic but immoral posture.
o Being patently violative of public policy and injurious to public
interest, evasion of taxes must be condemned and parties guilty
made to suffer for their actions
said "blood relatives" are in pari-delicto with petitioners in committing tax
evasion and should not receive any consideration from any court in respect
to the money paid for the sale in dispute.
o Their situation is similar to that of parties to an illegal contract
redemption should be only for the price stipulated in the deed (P30,000)
o Redemptioners right is to be subrogated by the same terms and
conditions stipulated in the contract.
o the redemptioner shall pay only a reasonable price
o all the elements of equitable estoppel are present
DECISION: Affirmed
J.B.L. REYES, CONCURRING:
criminal and illegal conduct in no way entitles the Doromals to claim
callously as against respondent redemptioner who is merely exercising her
legal right of redemption
otherwise, it would be to put a premium on criminal conduct and frank
cynicism in gross derogation of the law, morals, good customs and public
policy.
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when they understated the price, they did so at their own risk and with full
knowledge of respondent's right to redeem the property for the price
stated in the contract.
By virtue of the rule of in pari delicto, cannot even demand co-owners to
refund to them the difference between the redemption price (of
P30,000.00) and the much larger amount (of P115,250.00) that they
actually paid the co-owners.
they should be charged with falsification of a public document and made to
pay full amount of taxes, income and capital gains, documentary stamps,
registration fees, etc.
PHILIPPINE FREE PRESS, INC., Petitioner, - versus - COURT OF APPEALS (12th Division) and LIWAYWAY
INC.,
Respondents.
G.R. No. 132864 October 24, 2005
GARCIA, J.:
(Marian)
Doctrine: Whether or not the contracts of sale in question are voidable is
the issue, not the ownership of Liwayway Publishing, Inc.
Nature: Petition for review on certiorari under Rule 45
FACTS:
1. During the 1965 presidential elections, Free Press supported the late President
Diosdado Macapagal against then Senate President Ferdinand Marcos.
2. Upon the election of the late President Marcos' and 'prior to the imposition of
Martial law, Free Press printed numerous articles highly critical of the Marcos'
administration.
3. In the evening of September 20, 1972, soldiers surrounded the Free Press
Building, forced out its employees at gunpoint and padlocked the said
establishment.
4. The Free Press President was then arrested, but was later released.
5. The cessation of the publication of the magazine led to the financial ruin of Free
Press.
6. Free Press President Locsin, Sr. faced many offers purchase of Free Press from
Marcos (through several public officials). Locsin, Sr. refused such offers.
7. Brig. Gen. Hans Menzi, former aide-de-camp of President Marcos met with
Locsin, Sr.
The former reiterated the offer of Marcos, adding that Marcos cannot
be denied.
Locsin, Sr. refused, but Menzi insisted that he had no choice but to sell.
Locsin, Sr. then made a counteroffer that he will sell the land, the
building and all the machineries and equipment therein but he will be
allowed to keep the name of the publication.
8. Menzi, who promised to clear the matter with then President Marcos.
thereafter contacted Locsin, Sr. and informed him that President Marcos was
amenable
to his counteroffer and is offering the purchase price of P5,
PUBLISHING,
750,000.00 on a 'take-it-or-leave-it basis.
9. Menzi tendered to Locsin, Sr. a check for P1, 000,000.00 downpayment, which
Locsin, Sr. accepted, subject to the condition that he will refund the same in
case the sale will not push through.
10. The BOD of Free Press held a meeting and reluctantly passed a resolution
authorizing Locsin, Sr. to sell the assets of the publication, minus the name
Philippine Free Press.
11. The parties (Locsin, Sr. ad Menzi) met and executed 2 notarized Deeds of Sale,
Menzi paying the balance of the purchase price of P4,750,000.00.
12. Locsin, Sr. thereafter used the proceeds of the sale to pay the separation pay of
Free Press employees, buy out the shares of the minority stockholders as well
as to settle all its obligations.
13. Free Press filed a complaint for Annulment of Sale against Liwayway
and the PCGG before the RTC on the grounds of vitiated consent and
gross inadequacy of purchase price, but was dismissed for lack of
merit.
14. On appeal to the CA affirmed with modification the appealed decision
of the trial court.
ISSUE/HELD: Were the contracts of sale voidable? NO
RATIO:
First: The Martial law regime did not toll the prescriptive period under Article
1391 of the Civil Code.
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1. Article 391. The action for annulment shall be brought within four
years. This period shall begin:
In cases of intimidation, violence or undue influence, from the time
the defect of the consent ceases.
2. Petitioner presently faults the Court of Appeals for its misapplication
of the doctrinal rule laid down in DBP vs. Pundogar: Plainly, we can not
box in the "dictatorial" period within the term without distinction, and
without, by necessity, suspending all liabilities, however demandable,
incurred during that period, including perhaps those ordered by this
Court to be paid.
3. It strains credulity to believe that petitioner found it impossible to
commence and succeed in an annulment suit during the entire stretch
of the dictatorial regime.
Second: Duress, intimidation or undue influence was not found to have
vitiated the petitioner's consent to the subject contracts of sale.
1. The appellate court, in rejecting petitioner's above posture of vitiation
of consent, observed: The testimonies regarding Menzi's alleged
implied threat that 'Marcos cannot be denied and that Liwayway was
to be the corporate vehicle for Marcos's takeover of the Free Press is
hearsay as Menzi already passed away and is no longer in a position to
defend himself; the same can be said of the offers to purchase made
by Atty. Crispin Baizas and Secretary Guillermo de Vega who are also
both dead.
2. The Locsins can hardly be considered as disinterested witnesses. They
are likely to gain the most from the annulment of the subject
contracts.
Third: The purchase price of P5,775,000.00 was adequate.
1. The book or actual market value of the property at the time of sale is
presently of little moment. For, petitioner is effectively precluded, by
force of the principle of estoppel from cavalierly disregarding with
impunity its' own books of account in which the property in question is
assigned a value less than what was paid.
2. The net book value of the Properties was actually only P994,723.66 as
appearing in Free Press's Balance Sheet as of November 30, 1972
(marked as Exh. 13 and Exh. V), which was duly audited by SyCip,
Gorres, and Velayo, thus clearly showing that Free Press actually
realized a hefty profit of P4,755,276.34 from the sale to Liwayway.
3. Lest it be overlooked, gross inadequacy of the purchase price does not,
as a matter of civil law, per se affect a contract of sale. Article 1470 of
the Civil Code says so. It reads:
Article 1470. Gross inadequacy of price does not affect a contract of
sale, except as it may indicate a defect in the consent, or that the
parties really intended a donation or some other act or contract.
Fourth: The utilization of the the proceeds of the sale constitutes, within
the purview of Article 1393 of the Civil Code, implied ratification of the
contracts of sale.
1. Article 1393 of the Civil Code is concerned only with the act which
passes for ratification of contract, not the reason which actuated the
ratifying person to act the way he did. 'Ubi lex non distinguit nec nos
distinguere debemus. When the law does not distinguish, neither
should we.
Conclusion: Whether or not the contracts of sale in question are voidable
is the issue, not the ownership of Liwayway Publishing, Inc.
PHILIPPINE FREE PRESS, INC., Petitioner, - versus - COURT OF APPEALS (12th Division) and L
INC.,
Respondents.
G.R. No. 132864 October 24, 2005
GARCIA, J.:
(Marian)
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Doctrine: Whether or not the contracts of sale in question are voidable is
the issue, not the ownership of Liwayway Publishing, Inc.
Nature: Petition for review on certiorari under Rule 45
FACTS:
15. During the 1965 presidential elections, Free Press supported the late President
Diosdado Macapagal against then Senate President Ferdinand Marcos.
16. Upon the election of the late President Marcos' and 'prior to the imposition of
Martial law, Free Press printed numerous articles highly critical of the Marcos'
administration.
17. In the evening of September 20, 1972, soldiers surrounded the Free Press
Building, forced out its employees at gunpoint and padlocked the said
establishment.
18. The Free Press President was then arrested, but was later released.
19. The cessation of the publication of the magazine led to the financial ruin of Free
Press.
20. Free Press President Locsin, Sr. faced many offers purchase of Free Press from
Marcos (through several public officials). Locsin, Sr. refused such offers.
21. Brig. Gen. Hans Menzi, former aide-de-camp of President Marcos met with
Locsin, Sr.
The former reiterated the offer of Marcos, adding that Marcos cannot
be denied.
Locsin, Sr. refused, but Menzi insisted that he had no choice but to sell.
Locsin, Sr. then made a counteroffer that he will sell the land, the
building and all the machineries and equipment therein but he will be
allowed to keep the name of the publication.
22. Menzi, who promised to clear the matter with then President Marcos.
thereafter contacted Locsin, Sr. and informed him that President Marcos was
amenable to his counteroffer and is offering the purchase price of P5,
750,000.00 on a 'take-it-or-leave-it basis.
23. Menzi tendered to Locsin, Sr. a check for P1, 000,000.00 downpayment, which
Locsin, Sr. accepted, subject to the condition that he will refund the same in
case the sale will not push through.
24. The BOD of Free Press held a meeting and reluctantly passed a resolution
authorizing Locsin, Sr. to sell the assets of the publication, minus the name
Philippine Free Press.
25. The parties (Locsin, Sr. ad Menzi) met and executed 2 notarized Deeds of Sale,
Menzi paying the balance of the purchase price of P4,750,000.00.
26. Locsin, Sr. thereafter used the proceeds of the sale to pay the separation pay of
Free Press employees, buy out the shares of the minority stockholders as well
as to settle all its obligations.
27. Free Press filed a complaint for Annulment of Sale against Liwayway
and the PCGG before the RTC on the grounds of vitiated consent and
gross inadequacy of purchase price, but was dismissed for lack of
merit.
28. On appeal to the CA affirmed with modification the appealed decision
of the trial court.
ISSUE/HELD: Were the contracts of sale voidable? NO
RATIO:
First: The Martial law regime did not toll the prescriptive period under Article
1391 of the Civil Code.
4. Article 391. The action for annulment shall be brought within four
years. This period shall begin:
In cases of intimidation, violence or undue influence, from the time
the defect of the consent ceases.
5. Petitioner presently faults the Court of Appeals for its misapplication
of the doctrinal rule laid down in DBP vs. Pundogar: Plainly, we can not
box in the "dictatorial" period within the term without distinction, and
without, by necessity, suspending all liabilities, however demandable,
incurred during that period, including perhaps those ordered by this
Court to be paid.
6. It strains credulity to believe that petitioner found it impossible to
commence and succeed in an annulment suit during the entire stretch
of the dictatorial regime.
Second: Duress, intimidation or undue influence was not found to have
vitiated the petitioner's consent to the subject contracts of sale.
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3. The appellate court, in rejecting petitioner's above posture of vitiation
of consent, observed: The testimonies regarding Menzi's alleged
implied threat that 'Marcos cannot be denied and that Liwayway was
to be the corporate vehicle for Marcos's takeover of the Free Press is
hearsay as Menzi already passed away and is no longer in a position to
defend himself; the same can be said of the offers to purchase made
by Atty. Crispin Baizas and Secretary Guillermo de Vega who are also
both dead.
4. The Locsins can hardly be considered as disinterested witnesses. They
are likely to gain the most from the annulment of the subject
contracts.
Third: The purchase price of P5,775,000.00 was adequate.
4. The book or actual market value of the property at the time of sale is
presently of little moment. For, petitioner is effectively precluded, by
force of the principle of estoppel from cavalierly disregarding with
impunity its' own books of account in which the property in question is
assigned a value less than what was paid.
5. The net book value of the Properties was actually only P994,723.66 as
appearing in Free Press's Balance Sheet as of November 30, 1972
(marked as Exh. 13 and Exh. V), which was duly audited by SyCip,
Gorres, and Velayo, thus clearly showing that Free Press actually
realized a hefty profit of P4,755,276.34 from the sale to Liwayway.
6. Lest it be overlooked, gross inadequacy of the purchase price does not,
as a matter of civil law, per se affect a contract of sale. Article 1470 of
the Civil Code says so. It reads:
Article 1470. Gross inadequacy of price does not affect a contract of
sale, except as it may indicate a defect in the consent, or that the
parties really intended a donation or some other act or contract.
Fourth: The utilization of the the proceeds of the sale constitutes, within
the purview of Article 1393 of the Civil Code, implied ratification of the
contracts of sale.
2. Article 1393 of the Civil Code is concerned only with the act which
passes for ratification of contract, not the reason which actuated the
ratifying person to act the way he did. 'Ubi lex non distinguit nec nos
distinguere debemus. When the law does not distinguish, neither
should we.
Conclusion: Whether or not the contracts of sale in question are voidable
is the issue, not the ownership of Liwayway Publishing, Inc.
VILLONCO REALTY COMPANY, plaintiff-appellee and EDITH PEREZ DE TAGLE,
intervenor-appellee, vs. BORMAHECO, INC., FRANCISCO N. CERVANTES and
ROSARIO N. CERVANTES, defendants-appellants. Meer, Meer & Meer for
plaintiff-appellee.
G.R. No. L-26872; July 25, 1975; J. Aquino
(Bon)
Nature: Appeal from the decision of CFI
Doctrine: Whenever earnest money is given in a contract of sale, it shall be
considered as part of the price and as proof of the perfection of the contract
FACTS
Fast FACTS:
1. There was an agreement to sell a parcel of land and its
improvements located in Buendia, Makati of Francisco Cervantes of
Bormaheco Inc. to Villonco Realty.
2. Bormaheco made the terms and condition for the sale and Villonco
returned it with some modifications.
3. The said sale is for P400 per square meter but it is only to be
consummated after respondent shall have also consummated
purchase of a property in Sta. Ana, Manila.
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4. Bormaheco won the bidding for the Sta.Ana land and subsequently
bought the property.
5. Villonco issued a check to Bormaheco amounting to P100,000 as
earnest money.
6. However, few days after signing the contract of sale, Bormaheco
returned the P100,000 to Villonco with 10% interest for the reason
that they are not sure yet if they will acquire the Sta.Ana property.
7. Villonco rejected the return of the check and demanded for specific
performance.
DETAILED FACTS:
1. Francisco N. Cervantes and his wife, Rosario P. Navarra-Cervantes,
are the owners of parcels of land located at 245 Buendia Avenue,
Makati, Rizal which was mortgaged to DBP but was fully paid.
2. Cervantes is the president of Bormaheco, Inc., a dealer and importer
of industrial and agricultural machinery.
3. The entire lots are occupied by the building, machinery and
equipment of Bormaheco, Inc. and are adjacent to the property of
Villonco Realty Company situated at 219 Buendia Avenue.
4. In the early part of February, 1964 there were negotiations for the
sale of the said lots and the improvements thereon between Romeo
Villonco of Villonco Realty Company "and Bormaheco, Inc.,
represented by its president, Francisco N. Cervantes, through the
intervention of Edith Perez de Tagle, a real estate broker".
5. In the course of the negotiations, the brothers Romeo Villonco and
Teofilo Villonco conferred with Cervantes in his office to discuss the
price and terms of the sale.
6. Later, Cervantes "went to see Villonco for the same reason until
some agreement" was arrived at. On a subsequent occasion,
Cervantes, accompanied by Edith Perez de Tagle, discussed again the
terms of the sale with Villonco.
7. During the negotiations, Villonco Realty Company assumed that the
lots belonged to Bormaheco, Inc. and that Cervantes was duly
authorized to sell the same.
8. Cervantes did not disclose to the broker and to Villonco Realty
Company that the lots were conjugal properties of himself and his
wife and that they were mortgaged to the DBP.
9. Bormaheco, Inc., through Cervantes, made a written offer to Romeo
Villonco for the sale of the property.
10. The property mentioned in Bormaheco's letter was the land of the
National Shipyards & Steel Corporation (Nassco), with an area of
twenty thousand square meters, located at Punta, Sta. Ana, Manila.
11. At the bidding that land was awarded to Bormaheco, Inc., the
highest bidder.
12. Meanwhile, Bormaheco, Inc. and Villonco Realty Company
continued their negotiations for the sale of the Buendia Avenue
property. As a result of the final conference Villonco Realty
Company, through Teofilo Villonco made a revised counter- offer for
the purchase of the property. The counter-offer was accepted by
Cervantes.
13. The check for P100,000 mentioned in the foregoing letter-contract
was delivered by Edith Perez de Tagle to Bormaheco, Inc. on March
4, 1964 and was received by Cervantes.
14. In the voucher-receipt evidencing the delivery the broker indicated
in her handwriting that the earnest money was "subject to the
terms and conditions embodied in Bormaheco's letter" of February
12 and Villonco Realty Company's letter of March 4, 1964.
15. Then, unexpectedly, twenty-six days after the signing of the contract
of sale, Cervantes returned the earnest money, with interest.
Cervantes cited as an excuse the circumstance that "despite the
lapse of 45 days from February 12, 1964 there is no certainty yet"
for the acquisition of the Punta property.
16. Villonco Realty Company refused to accept the letter and the checks
of Bormaheco, Inc. Cervantes sent them by registered mail. When
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he rescinded the contract, he was already aware that the Punta lot
had been awarded to Bormaheco, Inc.
17. Cervantes in his letter, a reply to Miss Tagle's letter, alleged that the
forty-five day period had already expired and the sale to
Bormaheco, Inc. of the Punta property had not been consummated.
18. Cervantes said that his letter was a "manifestation that we are no
longer interested to sell" the Buendia Avenue property to Villonco
Realty Company. The latter was furnished with a copy of that letter.
19. In a letter dated April 7, 1964 Villonco Realty Company returned the
two checks to Bormaheco, Inc., stating that the condition for the
cancellation of the contract had not arisen and at the same time
announcing that an action for breach of contract would be filed
against Bormaheco, Inc.
20. On that same date, Villonco Realty Company filed the complaint for
specific performance against Bormaheco, Inc.
21. Also on that same date, a notice of lis pendens was annotated on
the titles of the said lots.
22. Bormaheco, Inc. in its answers dated May 5 and 25, 1964 pleaded
the defense that the perfection of the contract of sale was subject
to the conditions (a) "that final acceptance or not shall be made
after 45 days" (sic) and (b) that Bormaheco, Inc. "acquires the Sta.
Ana property".
Issue:
Was there a contract of sale perfected in this case thus, rendering
Bormaheco bound to perform the contract with Villonco?
Held:
YES. The contract is already consummated when Bormaheco accepted the
offer by Villonco. The acceptance can be proven when Bormaheco
accepted the check from Villonco and then returned it with 10% interest as
stipulated in the terms made by Villonco.
- CONTRACT OF SALE IS CONSENSUAL: Bormaheco's acceptance of
Villonco Realty Company's offer to purchase the Buendia Avenue
property, as shown in Teofilo Villonco's letter indubitably proves that
there was a meeting of minds upon the subject matter and
consideration of the sale. Therefore, on that date the sale was
perfected.
o Not only that Bormaheco's acceptance of the part payment
of one hundred ,thousand pesos shows that the sale was
conditionally consummated or partly executed subject to
the purchase by Bormaheco, Inc. of the Punta property. The
nonconsummation of that purchase would be a negative
resolutory condition.
- THIS ARGUMENT FAILS: Bormaheco, Inc. and the Cervantes spouses
contend that the sale was not perfected because Cervantes
allegedly qualified his acceptance of Villonco's revised offer and,
therefore, his acceptance amounted to a counter-offer which
Villonco Realty Company should accept but no such acceptance was
ever transmitted to Bormaheco, Inc. which, therefore, could
withdraw its offer.
o It should be stressed that there is no evidence as to what
changes were made by Cervantes in Villonco's revised offer.
And there is no evidence that Villonco Realty Company did
not assent to the supposed changes and that such assent
was never made known to Cervantes.
o What the record reveals is that the broker, Miss Tagle, acted
as intermediary between the parties. It is safe to assume
that the alleged changes or qualifications made by
Cervantes were approved by Villonco Realty Company and
that such approval was duly communicated to Cervantes or
Bormaheco, Inc. by the broker as shown by the fact that
Villonco Realty Company paid, and Bormaheco, Inc.
accepted, the sum of P100,000 as earnest money or down
payment.
o That crucial fact implies that Cervantes was aware that
Villonco Realty Company had accepted the modifications
which he had made in Villonco's counter-offer. Had Villonco
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Realty Company not assented to those insertions and

annotations, then it would have stopped payment on its
check for P100,000.
o The fact that Villonco Realty Company allowed its check to
be cashed by Bormaheco, Inc. signifies that the company
was in conformity with the changes made by Cervantes and
that Bormaheco, Inc. was aware of that conformity.

Decision:Judgment appeals from is affirmed.

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