7,8,9

CASE 7: PENALOSA VS SANTOS, 363 SCRA 545 FACTS: Respondent Severino and Adela Santos are registered owners of a residential house and lot located at No.113 Scout Rallos St, Q.C. They decided t sell the property to Henry Penalosa. The property was then occupied by a lesse,Eleuterio Perez. Henry and respondent executed their 1 st deed of sale, for a consideration of P1.8M and for the purpose to eject Perez. Henry and Severino executed another deed of sale (second deed) for a higher consideration of P2M. Henry filed a loan w/ PhilAm Life which was granted. When Henry and Severino met with the officials of PhilAm Life, Severino refused to surrender the owner’s duplicate title and insisted on being paid immediately in cash. Subsequently, the court rendered its decision on the ejectment case, and ordered Perez to vacate the property. Upon the finality of judgment, Henry and his family moved to the property and made improvements thereon. After three years, Severino demanded Henry to vacate the property and alleged that the second deed was void.He brought an action for quieting of title.The RTC declared the Deed of Sale as void and ordered the defendant to vacate the property.At the same time, the court ordered the plaintiff to reimburse the defendant the amount of P 300,000. Both parties appealed to the CA. CA affirmed the judgment of the RTC.Hence, Henry filed a petition for certiorari. ISSUES: 1.Whether there was a valid contract of sale between the parties. 2. Whether the ownership of the property has been transferred to Henry. RULING: 1. Yes, there was a valid contract of sale. The elements of a valid contract of sale under Art. 1458 of the Civil Code are: (1) consent or meeting of the minds; (2) determinate subject matter; and (3) price certain in money or its equivalent. In the instant case, the second deed reflects the presence of all these elements and as such, there is already a perfected contract of sale. 2. Yes. Article 1477 of the Civil Code states that ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery thereof. It is undisputed that the property was placed in the control and possession of petitioner when he came into material possession thereof after judgment in the ejectment case. Not only was the contract of sale perfected, but also actual delivery of the property effectively consummated the sale.

CASE 8. REPUBLIC VS. FLORENDO, 549 SCRA 527 FACTS: Petitioner PEZA filed a complaint for the expropriation of 7 parcels of land, located at Bario Iba,Lapu-Lapu City, Cebu, owned by respondent spouses Florendo. RTC ordered petitioner to pay P 1,500/sq.m with 12% interest per annum. For the aggregate area of 17, 967.5 sq.m, the total compensation was P 26,951,250. Petitioner filed an appeal to the CA. Pending appeal, the parties reached a compromise agreement. Accordingly, they executed a deed of absolute sale. Four of the seven lots were transferred to petitioner. Petitioner prepared a joint motion to dismiss the expropriation case but the respondent Antonio Florendo refused to sign, because there were 3 lots which had not yet been paid. While they were still trying to decide whether a partial compromise agreement or a joint motion to

dismiss should be executed, the CA rendered a decision affirming the decision of RTC with the modification that the fair market value of the properties should be P1,000 sq.m. Respondents filed a motion for execution of the final judgment of the CA with respect to the 3 parcels of land. The RTC granted the petition. However, petitioner filed a motion to quash the execution. ISSUE: Whether there was a perfected compromise agreement between the parties. RULING: Yes. The compromise agreement the parties executed was in the form of a contract of sale. All the elements of a valid contract of sale are present. Respondents, however, insist that, as to the three lots, there was no meeting of the minds because the condition relating to the delivery of clean titles was not fulfilled. Respondents are wrong. The delivery of clean titles was not a condition imposed on the perfection of the contract of sale but a condition imposed on petitioner's obligation to pay the purchase price of these lots. In Jardine Davies Inc. v. CA we distinguished between a condition imposed on the perfection of a contract and a condition imposed merely on the performance of an obligation. While failure to comply with the first condition results in the failure of a contract, non-compliance with the second merely gives the other party options and/or remedies to protect its interests. Furthermore, compromises are favored and encouraged by the courts. Parties are bound to abide by them in good faith. Since they have the force of law between the parties, no party may discard them unilaterally. It is still valid even if there is already a final and executory judgment.

CASE .9 REPUBLIC VS. PHIL. RESOURCES DEV.CORP., 102 SCRA 968 FACTS: The Republic of the Philippines in representation of the Bureau of Prison, filed an action for the collection from defendant Macario Apostol,President of the Philippine Resources Dev. Corp., for the unpaid balance of the purchase price of logs and almaciga brought by him from the bureau. The Empire Insurance was included in the complaint having executed a performance bond of P10K in favor of Apostol. PRDC on the other hand,moved to intervene, to recover ownership and possession of the goods, allegedly disposed by Apostol, to settle his personal debts to the bureau. The motion to intervene was denied both by RTC and CA. ISSUE: Whether the motion to intervene be given due course? RULING: Yes,we find no merit in respondents' contention. It is true that the very subject matter of the original case is a sum of money. But it is likewise true as borne out by the records, that the materials purportedly belonging to the petitioner corporation have been assessed and evaluated and their price equivalent in terms of money have been determined; and that said materials for whatever price they have been assigned by defendant now respondent Apostol as tokens of payment of his private debts with the Bureau of Prisons. In view of these considerations, it becomes enormously plain in the event the respondent judge decides to credit Macario Apostol with the value of the goods delivered by the latter to the Bureau of Prisons, the petitioner corporation stands to be adversely affected by such judgment. The

conclusion, therefore, is inescapable that the petitioner possesses a legal interest in the matter in litigation and that such interest is of an actual, material, direct and immediate nature as to entitle petitioner to intervene. (Section 3 of Rule 13 of the Rules of Court endows the lower Court with discretion to allow or disapprove the motion for intrvention (Santarromana et al. vs. Barrios, 63 Phil. 456); and that in the exercise of such discretion, the court shall consider whether or not the intervention will unduly delay or prejudice the adjudicatio of the rights of the original parties and whether or not the intervenors the rights may be fully protected in a separate proceeding.)

CASE 16: NHA VS. GRACE BAPTIST CHURCH(GBC), 424 SCRA 147(2007) FACTS: ON June 3,1986, respondent GBC wrote a letter to petitioner NHA manifesting it’s interest in acquiring Lots 4 and 7 of the Gen.Mariano Resident Project in Cavite.The NHA granted the requsest.Respondent entered into possession of lots and introduced improvement thereon. On Feb.22,1991, NHA passed Resolution 2126 approving the sale at the price of P700/SQ.M, or a total of P430,500. On April 8,1991, the Church tendered to the NHA a check in the amount of P 55,350 in full payment of the properties. Petitioner NHA returned the check,stating the amount was insufficient considering that the value of the properties was changed. The Church made several demands to accept their payment,but the NHA refused. Thus, the Church instituted a complaint for specific performance and damages against NHA.RTC ruled that there was no perfected contact of sale with respect to the Lots 4 and 7,and ordered plaintiff to return the possession of the property. On appeal,CA affirmed RTC decision. However it ordered the petitioner to execute the sale of the lots to GBC.Hence,a petition for review on certiorari was filed to SC . ISSUE: Whether there was a perfected contract of sale . RULING: None. In the case at bar, the offer of the NHA to sell the subject property, as embodied in Resolution No. 2126, was similarly not accepted by the respondent. Thus, the alleged contract involved in this case should be more accurately denominated as inexistent. There being no concurrence of the offer and acceptance, it did not pass the stage of generation to the point of perfection. As such, it is without force and effect from the very beginning or from its incipiency, as if it had never been entered into, and hence, cannot be validated either by lapse of time or ratification. Equity can not give validity to a void contract, and this rule should apply with equal force to inexistent contracts. It appearing that there is no dispute that this case involves an unperfected contract, the Civil Law principles governing contracts should apply. In Vda. de Urbano v. Government Service Insurance System,22 it was ruled that a qualified acceptance constitutes a counter-offer as expressly stated by Article 1319 of the Civil Code. In said case, petitioners offered to redeem mortgaged property and requested for an extension of the period of redemption. However, the offer was not accepted by the GSIS. Instead, it made a counter-offer, which petitioners did not accept. Petitioners again offer to pay the redemption price on staggered basis. In deciding said case, it was held that when there is absolutely no acceptance of an

offer or if the offer is expressly rejected, there is no meeting of the minds. Since petitioners’ offer was denied twice by GSIS, it was held that there was clearly no meeting of the minds and, thus, no perfected contract. All that is established was a counter-offer. With regards to the improvements introduced by GBC, Article 448 of the Civil Code should govern.