Law on Sales (Case Digests 1-79)

LAW ON SALES COMPILATION OF CASE DIGESTS I.

Nature and Form of the Contract A. Definition (Article 1458)

1. Coronel vs CA GR No. 103577, October 7, 1996 Facts: Romulo Coronel executed a document entitled ‗Receipt of Downpayment´ in favor of Ramona Patricia Alcaraz for P50,000 downpayment of the amount of P1.24M as purchase price for an inherited house and lot, without reservation to withhold the transfer of such property until full payment. The purpose of such downpayment was for the heirs to transfer the title to their name. Upon the registration of the property to name of the heirs, the Coronels sold the same property to Catalina B. Mabanag for P1.58M. The Coronels rescinded the contract with Alcaraz by depositing the downpayment amount in a bank account in favor of Alcaraz. Alcaraz filed acomplaint for specific performance, which the trial and the appellate court ruled in her favor. Issue: Whether or not the ―Receipt of Down payment‖ embodied a perfected contract of sale and not a mere contract to sell? Held: Yes. The agreement is a contract of sale as there was no express reservation of ownership or title to the subject parcel of land. Petitioners did not merely promise to sell the property to private respondent upon the fulfillment of the suspensive condition but on the contrary, having already agreed to sell the subject property, they undertook to have the certificate of title changed to their names and immediately thereafter, to execute the written deed of absolute sale. The suspensive condition was fulfilled on 6 February 1985 and thus, the conditional contract of sale between the parties became obligatory, the only act required for the consummation thereof being the delivery of the property by means of the execution of the deed of absolute sale in a public instrument, which petitioners unequivocally committed themselves to do as evidenced by the ‗Receipt of Down Payment.´

2. Toyota Shaw vs CA GR No. 116650 May 23, 1995 Facts: Sometime in June of 1989, private respondent Sosa wanted to purchase a Toyota Lite Ace. Upon contacting Toyota Shaw, Inc., he was told that there was an available unit. So on 14 June 1989, Sosa and his son went to the Toyota office at Shaw, where they met Popong Bernardo, a sales representative of Toyota. Bernardo assured Sosa that a unit would be ready for pick up at 10AM on 17 June 1989. Bernardo then signed the ―Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc.‖/ Exhibit ―A‖ P100,000 was the downpayment, but the purchase price was not mentioned in the contract. It was also agreed upon by the parties that the balance of the purchase price would be paid by credit financing through B.A. Finance.

Toyota contends, however, that the Lite Ace was not delivered to Sosa because of the disapproval by B.A. Finance of the credit financing application of Sosa. It further alleged that a particular unit had already been reserved and earmarked for Sosa but could not be released due to the uncertainty of payment of the balance of the purchase price. Toyota then gave Sosa the option to purchase the unit by paying the full purchase price in cash but Sosa refused. The financing corporation seemed to have not approved Sosa‘s application. Issue: Whether or not there was a perfected contract of sale? Held: No. Nothing was mentioned about the full purchase price and the manner the installments were to be paid. A definite agreement on the manner of payment of the price is an essential element in the formation of a binding and enforceable contract of sale. This is so because the agreement as to the manner of payment goes into the price such that a disagreement on the manner of payment is tantamount to a failure to agree on the price. Definiteness as to the price is an essential element of a binding agreement to sell personal property. Exhibit ―A‖ shows the absence of a meeting of minds between Toyota and Sosa. For one thing, Sosa did not even sign it. He was not dealing with Toyota but with Popong Bernardo. Bernardo was only a sales representative of Toyota and hence a mere agent of the latter. Exhibit ―A‖ may be considered as part of the initial phase of the generation or negotiation stage of a contract of sale. The Vehicle Sales Proposal was a mere proposal which was aborted in lieu of subsequent events. It follows that the VSP created no demandable right in favor of Sosa for the delivery of the vehicle to him, and its non-delivery did not cause any legally indemnifiable injury. 3. Alfredo vs Borras 404 SCRA 145 June 17, 2003 Facts: A parcel of land measuring 81,524 square meters (―Subject Land‖) in Barrio Culis, Mabiga, Hermosa, Bataan is the subject of controversy in this case. Petitioners (―Godofredo and Carmen‖) had mortgaged the Subject Land for P7,000.00 with the Development Bank of the Philippines (―DBP‖). To pay the debt, Carmen and Godofredo sold the Subject Land to private respondents (―Armando and Adelia‖) for P15,000.00, the buyers to pay the DBP loan and its accumulated interest, and the balance to be paid in cash to the sellers. Armando and Adelia gave Godofredo and Carmen the money to pay the loan to DBP which signed the release of mortgage. The former subsequently paid the balance of the purchase price of the Subject Land for which Carmen issued a receipt dated 11 March 1970. They then took possession of the Subject Land. Subsequently, Armando and Adelia discovered that Godofredo and Carmen had re-sold portions of the Subject Land to several persons. The private respondents then filed a complaint for specific performance against petitioners. Issue: Whether or not there was a perfected contract of sale between the parties?

Held: Yes. The contract of sale between the spouses Godofredo and Carmen and the spouses Armando and Adelia was a perfected contract. A contract is perfected once there is consent of the contracting parties on the object certain and on the cause of the obligation. In the instant case, the object of the sale is the Subject Land, and the price certain is P15,000.00. The trial and appellate courts found that there was a meeting of the minds on the sale of the Subject Land and on the purchase price of P15,000.00. The contract of sale of the Subject Land has also been consummated because the sellers and buyers have performed their respective obligations under the contract. In a contract of sale, the seller obligates himself to transfer the ownership of the determinate thing sold, and to deliver the same, to the buyer who obligates himself to pay a price certain to the seller. In the instant case, Godofredo and Carmen delivered the Subject Land to Armando and Adelia, while Armando and Adelia paid the full purchase price as evidenced by the receipt issued by Carmen. 4. Roberts vs Papio 515 SCRA 346 February 9, 2007 Facts: The spouses were the owners of a 274-square-meter residential lot, which they mortgaged in order to secure a loan from the Amparo Investments Corporation. Since the couple needed money to redeem the property and to prevent a foreclosure, they executed a Deed of Absolute Sale over the property on April 13, 1982 in favor of Martin Papio‘s cousin, Amelia Roberts. Of the P85,000.00 purchase price, P59,000.00 was paid to the Amparo Investments Corporation, while the P26,000.00 difference was retained by the spouses. Thereafter, the parties (Amelia Roberts as lessor and Martin Papio as lessee) executed a two-year contract of lease dated April 15, 1982, effective May 1, 1982. However, Papio refused to vacate the premises upon the expiration of the period and stopped paying the monthly rentals, despite demands from Roberts. Roberts then filed a Complaint for unlawful detainer and damages against Martin Papio. Issue: Whether the contract of sale entered into by Papio and Roberts is actually an equitable mortgage? Held: No. It is a contract of sale. By the contract of sale, one of the contracting parties obligates himself to transfer the ownership of and deliver a determinate thing and the other, to pay therefor a price certain in money or its equivalent. The absence of any of the essential elements will negate the existence of a perfected contract of sale. Respondent‘s insistent position that he repurchased the property pursuant to his right to redeem granted by the petitioner is antithetical to an equitable mortgage. An equitable mortgage is one that, although lacking in some formality or other requisite demanded by a statute nevertheless reveals the intention of the parties to change a real property as security for debt and contain nothing impossible or contrary to law. A contract between two parties is an equitable mortgage if the following requisites are present: a.Parties entered into a contract denominated as contract of sale; b.The intention was to secure an existing debt by way of mortgage. In contrast, the right to repurchase

presupposes a valid contract of sale. By insisting that he had repurchases the property, Papio actually admits that the deed of absolute sale executed by him and petitioner was really a contract of sale. Respondent is thus bound by his admission of petitioner‘s ownership of the property and is barred from claiming otherwise.

5. Sanchez vs Mapalad Realty Corp. GR No. 148516 December 27, 2007 Facts: Respondent Mapalad was the registered owner of 4 parcels of land located along Roxas Boulevard, Baclaran, Paranaque. On March 21, 1986, shortly after EDSA revolution, Jose Campos executed an affidavit admitting that Mapalad was one of the companies held in trust for former President Marcos. Campos turned over, all assets, properties, records and documents pertaining to Mapalad to the new administration led by President Corazon Aquino. PCSS issued writs of sequestration for Mapalad and all its properties. Rolando Josef, appointed Vice President/Treasurer and GM of Mapalad, discovered for that there was 4 TCTs missing. Josef inquired about it and discovered Felicito Manalili, Mapalad‘s former director and general manager took them. On November 16, 1992, Nordelak Development Corporation filed a notice of adverse claim over the subject properties based on deed of sale purportedly executed by Miguel Magsaysay in his capacity as President and board chairman of Mapalad. A. Magsaysay Inc., a corporation controlled by Miguel Magsaysay, acquired ownership of all the shares of stock of Mapalad however was terminated after selling all his shares to Novo Properties on December 3, 1982. Mapalad commenced the present action for annulment of deed of sale and reconveyance of title with damages against Nordelak. During the pendency of the case, Nordelak sold the subject property to a certain Manuel Luis Sanchez, now petitioner. Issue: Whether or not there is a valid sale between Mapalad and Nordelak? Held: No. By the contract of sale, one of the contracting parties obligates himself to transfer ownership of and to deliver a determinate thing and the other party to pay therefor a price certain in money or its equivalent. The essential requisites of a valid contract of sale are: (1) Consent of the contracting parties by virtue of which the vendor obligates himself to transfer ownership of and to deliver a determinate thing, and the vendee obligates himself to pay therefor a price certain in money or its equivalent. (2) Object certain which is the subject matter of the contract. The object must be licit and at the same time determinate or, at least, capable of being made determinate without the necessity of a new or further agreement between the parties.

(3) Cause of the obligation which is established. The cause as far as the vendor is concerned is the acquisition of the price certain in money or its equivalent, while the cause as far as the vendee is concerned is the acquisition of the thing which is the object of the contract. Contracts of sale are perfected by mere consent, which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. Consent may be given only by a person with the legal capacity to give consent. In the case of juridical persons such as corporations like Mapalad, consent may only be granted through its officers who have been duly authorized by its board of directors. In this case, there was lack of consent on the part of Mapalad, Magsaysay being no long connected with Mapalad when the contract was executed. There was likewise no consideration, since there was no payment effected by Nordelak for this transaction. 6. Del Prado vs SPS. Caballero GR No. 170405 February 2, 2010 Facts: Several parcels of land, including Cadastral Lot No. 11909, were adjudicatedin favor of Spouses Antonio and Leonarda Caballero in 1985; hence, the court ordered for the issuance of the decree of registration and the corresponding titles of the lots in favor of the Caballeros. On June 11, 1990, Spouses Caballero sold to Carmen del Prado, Cadastral LotNo. 11909 on the basis of the tax declaration covering the property. On March 20,1991, petitioner filed in the same cadastral proceedings a "Petition for Registration of Document Under PD 1529" in order that a certificate of title be issued in her name, covering the whole Lot No. 11909, which is in excess of the allotted area to be sold. In the petition, she alleged that the tenor of the instrument of sale indicated that the sale was for a lump sum, in which case, the vendor was bound to deliver all that was included within said boundaries even when it exceeded the area specified in the contract. Issue: Whether or not the sale of the land was for a lump sum or not? Held: No. The records reveal that when the parties made an ocular inspection, petitioner specifically pointed to that portion of the lot, which she preferred to purchase, since there were mango trees planted and a deep well thereon. After the sale, respondents delivered and segregated the area of 4,000 sq m in favor of petitioner by fencing off the area of 10,475 sq m belonging to them. Contracts are the law between the contracting parties. Sale, by its very nature, is a consensual contract, because it is perfected by mere consent. The essential elements of a contract of sale are the following: (a) consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price; (b) determinate subject matter; and (c) price certain in money or its equivalent. All these elements are present in the instant case.

B. Subject Matter of Sale (Articles 1459-1465)

7. Heirs of Enrique Zambales vs Court of Appeals GR No. L-54070 February 28, 1983 Facts: The spouses Enrique Zambales and Joaquina Zambales (the Zambaleses), who are illiterate, were the homestead patentees of a parcel of land in the Municipality of Del Pilar, Roxas, Palawan, pursuant to Homestead Patent No. V-59502 dated September 6, 1955. They claimed in November 1956 that respondent Nin Bay Mining Corporation (Corporation) had removed silica sand from their land and destroyed the plants and other improvements thereon, to which said Corporation denied to have done so. On October 29, 1959, the Zambaleses, duly assisted by their counsel, Atty. Perfecto de los Reyes, and the Corporation, entered into a Compromise Agreement which state, among others, that the Zambaleses are giving the Corporation full power and authority to sell, transfer and convey on September 10, 1960 or at any time thereafter the whole or any part of herein subject property. On September 10, 1960, the Corporation sold the disputed property to Joaquin B. Preysler for the sum of P8,923.70 fixed in the Compromise Agreement. On December 6, 1969, or ten (10) years after the Trial Court's Decision based on the Compromise Agreement, and nine (9) years after the sale to Preysler, the Zambaleses filed a civil action in the CFI of Palawan for "Annulment of a Deed of Sale with Recovery of Possession and Ownership with Damages‖, alleging that Atty. de los Reyes and the Corporation induced them through fraud, deceit and manipulation to sign the Compromise Agreement. The trial court declared null and void the deed of sale executed between Preysler and the Corporation, but the Court of Appeals reversed the said decision after finding that the alleged fraud or misrepresentation in the execution of the Compromise Agreement had not been substantiated by evidence. Issue: Whether or not the compromise agreement and the subsequent deed of sale valid and legal? Held: No. The Compromise Agreement was held to be in violation of the Public Land Act, which prohibits alienation and encumbrance of a homestead lot within five years from the issuance of the patent. The bilateral promise to buy and sell the homestead lot at a price certain, which was reciprocally demandable, was entered into within the five-year prohibitory period and is therefore, illegal and void. Hence, the bilateral promise to sell between the Zambaleses and the Corporation, and the subsequent deed of sale between Preysler and the latter were declared null and void. As the contract is void from the beginning, for being expressly prohibited by law the action for the declaration of its inexistence does not prescribe.

8. Acap vs CA GR No. 118114 December 7, 1995 Facts: Felixberto Oruma sold his inherited land to Cosme Pido, which land is rented by petitioner Teodoro Acap. When Cosme died intestate, his heirs executed a ―Declaration of Heirship and Waiver of Rights‖ in favor of private respondent Edy delos Reyes. Respondent informed petitioner of his claim over the land, and petitioner paid the rental to him in 1982. However in subsequent years, petitioner refused to pay the rental, which prompted respondent to file a complaint for the recovery of possession and damages. Petitioner averred that he continues to recognize Pido as the owner of the land, and that he will pay the accumulated rentals to Pido‘s widow upon her return from abroad. The lower court ruled in favor of private respondent. Issues: Whether or not the above document can be considered a deed of sale in favor of private respondent Held: No. In a Contract of Sale, one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party to pay a price certain in money or its equivalent. Upon the other hand, a declaration of heirship and waiver of rights operates as a public instrument when filed with the Registry of Deeds whereby the intestate heirs adjudicate and divide the estate left by the decedent among themselves as they see fit. It is in effect an extrajudicial settlement between the heirs under Rule 74 of the Rules of Court. Hence, there is a marked difference between a sale of hereditary rights and a waiver of hereditary rights. The first presumes the existence of a contract or deed of sale between the parties. The second is, technically speaking, a mode of extinction of ownership where there is an abdication or intentional relinquishment of a known right with knowledge of its existence and intention to relinquish it, in favor of other persons who are co-heirs in the succession. Private respondent, being then a stranger to the succession of Cosme Pido, cannot conclusively claim ownership over the subject lot on the sole basis of the waiver document which neither recites the elements of either a sale, or a donation, or any other derivative mode of acquiring ownership. 9. Melliza vs City of Iloilo GR No. L-24732april 30, 1968 Facts: Juliana Melliza executed an instrument providing for the absolute sale involving 4 lots of land, ones needed by the municipal government for the construction of avenues, parks and City hall site according to the ―Arellano plan.‖ Later, Pio Sian Melliza made representations with the city authorities, for payment of the value of one of the lots. The trial court ruled that the instrument executed by Juliana Melliza in favor of Iloilo municipality included in the conveyance Lot 1214-B. The CA affirmed the interpretation of the CFI that the portion of Lot 1214 sold by Juliana Melliza was not limited to the 10,788 square meters specifically mentioned but included whatever was needed for the construction of avenues, parks and the city hall site.

Issue: Whether or not the object of sale is determinate? Held: Yes. The requirement of the law that a sale must have for its object a determinate thing, is fulfilled as long as, at the time the contract is entered into, the object of the sale is capable of being made determinate without the necessity of a new or further agreement between the parties (Art. 1273, old Civil Code; Art. 1460, New Civil Code). The specific mention of some of the lots plus the statement that the lots object of the sale are the ones needed for city hall site; avenues and parks, according to the Arellano plan, sufficiently provides a basis, as of the time of the execution of the contract, for rendering determinate said lots without the need of a new and further agreement of the parties. 10. Heirs of Arturo Reyes vs Socco Beltran GR No. 176474 November 27, 2008 Facts: The subject property in this case is a parcel of land allocated to the Spouses Laquian, who paid for the same with Japanese money. When the husband died, the property was left to his wife Constancia;. Upon her death, the original parcel of land was left with her heirs – her siblings. The subject property, Lot No. 6-B, was adjudicated to respondent, but no title had been issued in her name. On 25 June 1998, respondent Elena Socco-Beltran filed an application for the purchase of Lot No. 6-B before the Department of Agrarian Reform (DAR), alleging that it was adjudicated in her favor in the extra-judicial settlement of Constancia Socco‘s estate. Petitioners herein, the heirs of the late Arturo Reyes, filed their protest to respondent‘s petition before the DAR on the ground that the subject property was sold by respondent‘s brother, Miguel R. Socco, in favor of their father, Arturo Reyes, as evidenced by a Contract to Sell. Issue: Whether or not petitioners acquired ownership over the disputed property by virtue of the contract to sell? Held: No. Under Article 1459 of the Civil Code on contracts of sale, ―The thing must be licit and the vendor must have a right to transfer ownership thereof at the time it is delivered.‖ The law specifically requires that the vendor must have ownership of the property at the time it is delivered. Petitioners claim that the property was constructively delivered to them in 1954 by virtue of the Contract to Sell. However, it was explicit in the Contract itself that, at the time it was executed, Miguel R. Socco was not yet the owner of the property and was only expecting to inherit it. Hence, there was no valid sale from which ownership of the subject property could have transferred from Miguel Socco to Arturo Reyes. Without acquiring ownership of the subject property, Arturo Reyes also could not have conveyed the same to his heirs, herein petitioners.

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Articles 1466-1468

11. Quiroga vs Parsons Hardware, Co. GR No. 11491 August 23, 1918 Facts: On Jan 24, 1911, plaintiff and the respondent entered into a contract making the latter an ―agent‖ of the former. The contract stipulates that Don Andres Quiroga, here in petitioner, grants exclusive rights to sell his beds in the Visayan region to J. Parsons. The contract only stipulates that J.Parsons should pay Quiroga within 6 months upon the delivery of beds. Quiroga filed a case against Parsons for allegedly violating the conntract. Only the obligation on the part of the defendant to order the beds by the dozen and in no other manner, was expressly set forth in the contract. But the plaintiff alleged that the defendant was his agent for the sale of his beds in Iloilo, and that said obligations are implied in a contract of commercial agency. Issue: Whether the contract is a contract of agency Held: No. There was the obligation on the part of the plaintiff to supply the beds, and, on the part of the defendant, to pay their price. These features exclude the legal conception of an agency or order to sell whereby the mandatory or agent received the thing to sell it, and does not pay its price, but delivers to the principal the price he obtains from the sale of the thing to a third person, and if he does not succeed in selling it, he returns it. By virtue of the contract between the plaintiff and the defendant, the latter, on receiving the beds, was necessarily obliged to pay their price within the term fixed, without any other consideration and regardless as to whether he had or had not sold the beds. 12. Ker and Co., LTD vs Lingad GR No. L-20871 April 30, 1971 Facts: CIR assessed the sum of P20,272.33 as the commercial broker‘s percentage tax, surcharge, and compromise penalty against Ker & Co. Ker and Co. requested for the cancellation of the assessment and filed a petition for review with the Court of Tax Appeals. The CTA ruled that Ker and Co is liable as a commercial broker. Ker has a contract with US rubber. Ker is the distributor of the said company. Ker was precluded from disposing the products elsewhere unless there has been a written consent from the company. The prices, discounts, terms of payment, terms of delivery and other conditions of sale were subject to change in the discretion of the Company. Issue: Whether the relationship of Ker and Co and US rubber was that of a vendor- vendee or principal-broker Ruling:

The relationship of Ker and Co and US rubber was that of a principal-broker/ agency. Ker and Co is only an agent of the US rubber because it can dispose of the products of the Company only to certain persons or entities and within stipulated limits, unless excepted by the contract or by the Rubber Company, it merely receives, accepts and/or holds upon consignment the products, which remain properties of the latter company, every effort shall be made by petitioner to promote in every way the sale of the products and that sales made by petitioner are subject to approval by the company. Since the company retained ownership of the goods, even as it delivered possession unto the dealer for resale to customers, the price and terms of which were subject to the company‘s control, the relationship between the company and the dealer is one of agency.

13. Inchausti vs Cromwell 20 Phil. 345 October 16, 1911 Facts: Inchausti is engaged in the business of buying and selling wholesale hemp on commission. It is customary to sell hemp in bales which are made by compressing the loose fiber by means of presses, covering two sides of the bale with matting, and fastening it by means of strips of rattan; that the operation of bailing hemp is designated among merchants by the word ―prensaje.‖ In all sales of hemp by Inchausti, the price is quoted to the buyer at so much per picul, no mention being made of bailing. It is with the tacit understanding that the hemp will be delivered in bales. The amount depends under the denomination of ―prensaje‖ or the baled hemp. CIR made demand in writing upon Inchausti for the payment of the sum of P1,370.68 as a tax of one third of one per cent on the sums of money mentioned as aggreagate sum collected as prensaje or the baled hemp. Inchausti paid upon protest, contending that the collected amount is illegal upon the ground that the said charge does not constitute a part of the selling price of the hemp, but is a charge made for the service of baling the hemp. Issue: Whether or not the baled hemp constitutes a contract of sale Ruling: Yes, the baled hemp constitutes a contract of sale. In the case at bar, the baled form before the agreement of sale were made and would have been in existence even if none of the individual sales in question had been consummated. The hemp, even if sold to someone else, will be sold in bales. When a person stipulates for the future sale of articles which he is habitually making, and which at the time are not made or finished, it is essentially a contract of sale and not a contract for piece of work. It is otherwise when the article is made pursuant to agreement. If the article ordered by the purchaser is exactly such as the plaintiff makes and keeps on hand for sale to anyone, and no change or modification of it is made at the defendant‘s request, it is a

contract of sale, even though it may be entirely made after, and in consequence of, the defendant‘s order for it.

14. Celestino vs CIR 99 Phil. 841 August 31, 1956 Facts: Celestino is the owner of Oriental Sash Factory. It paid 7% on the gross sales of their sales. In 1952, they began to pay only 3% tax. Petitioner claims that it does not manufacture ready-made doors, sash and windows for the public, but only upon special orders from the customers, hence, it is not engaged in manufacturing under sec 186, but only in sales of services covered by sec 191. Having failed to convince BIR, petitioner went to the Court of Tax Appeal where it also failed. CTA, in its decision, holds that the ―petitioner has chosen for its tradename and has offered itself to the public as a ―Factory‖, which means it is out to do business, in its chosen lines on a big scale. As a general rule, sash factories receive orders for doors and windows of special design only in particular cases but the bulk of their sales is derived from a ready-made doors and windows of standard sizes for the average home. Issue: Whether the petitioner company provides special services or is engaged in manufacturing. Ruling: The Oriental Sash Factory is engaged in manufacturing. The company habitually makes sash, windows and doors as it has been represented to the public.The fact that windows and doors are made by it only when customers place their orders, does not alter the nature of the establishment, for it is obvious that it only accepted such orders as called for the employment of such material-moulding, frames, panels-as it ordinarily manufactured or was in a position habitually to manufacture. The Oriental Sash Factory does nothing more than sell the goods that it mass-produces or habitually makes; sash, panels, mouldings, frames, cutting them to such sizes and combining them in such forms as its customers may desire.

15. Movido vs Pastor GR No. 172279 February 11, 2010 Facts: Pastor alleged that he and Movido executed a contract to sell where Movido agreed to sell a parcel of his land in Cavite. Pastor also alleged that the contract provided that if a Napocor power line transvered the subject lot, the purchase price would be lowered. He also claimed that Movido undertook the cause of the survey of the property in order to determine the portion affected by the Napocor power line. The petitioner also alleged that he already paid more than half of the price and that he was willing and ready to pay the balance of the purchase price but due to petitioner‘s refusal to have the property surveyed despite incessant demands, his unpaid balance could not be determined with certainty. Movido alleged that there original negotiation for the sale of his property involved a smaller lot area and that Pastor was in

delay in paying several installments and that this is a material breach because they agreed that the survery of the property would only be done after Pastor would have paid the 7th installment.

Issue: Whether or not the validity of a contract will depend on certain stipulations in it Ruling: No, the validity of a contract will not depend on certain stipulations in it. In this case, the 2 contracts that were executed by the parties would reveal that the payment of the purchase price does not depend on the survey of the property. In other words, the purchase price should be paid whether or not the property is surveyed. The survey of the property is important only insofar as the right of respondent to the reduction of the purchase price is concerned. On the other hand, the survey of the property to determine the metes and bounds of the 1,731 sq. m. portion that is excluded from the contract as well as the portions covered by the kasunduan which will be subject to reduction of the purchase price, is also not conditioned on the payment of any installment.

16. De Leon vs Ong GR No. 170405 February 2, 2010 Facts: De Leon sold 3 parcels of land to Ong. The properties were mortgaged to Real Savings and Loan Association. The parties executed a notarized deed of absolute sale with assumption of mortgage. The deed of Assumption of mortgage shall be executed in favor of Ong after the payment of 415K. Ong complied with it. De Leon handed the keys of to Ong and informed the loan company that the mortgage has been assumed by Ong. Ong made some improvements in the property. After sometime, Ong learned that the properties were sold to Viloria and changed the locks to it. Ong went to the mortgage company and learned that the mortgage was already paid and the titles were given to Viloria. Ong filed a complaint for the nullity of second sale and damages. De Leon contended that Ong does not have a cause of action against him because the sale was subject to a condition which requires the approval of the loan company and that he and Ong only entered a contract to sell. Issue: Whether or not the parties entered into a contract of sale

Ruling: Yes, the parties entered into a contract of sale. In a contract of sale, the seller conveys ownership of the property to the buyer upon the perfection of the contract. The non-payment of the price is a negative resolutory condition. Contract to sell is subject to a positive suspensive condition. The buyer does not acquire ownership of the property until he fully pays the purchase price. In the present case, the deed executed by the parties did not show that the owner intends

to reserve ownership of the properties. The terms and conditions affected only the manner of payment and not the immediate transfer of ownership. It was clear that the owner intended a sale because he unqualifiedly delivered and transferred ownership of the properties to the respondent C. Price (Articles 1469-1474)

17. Sps. Bernardo Buenaventora and consolacion Joaquin, et. al vs Court of Appeals, et. al GR No. 126376 November 20, 2003

Facts: Joaquin and Landrito are the parents of the plaintiffs and the defendants. They would like to be declared null and void ab initio certain deeds of sale of real property executed by Joaquin and landrito in favor of their co-defendants. Petitioners aver that the deeds are simulated and therefore null and void ab initio because firstly, there was no actual valid consideration for the deeds of sale over the properties, secondly, assuming that there was consideration in the sumsr eflected in the questioned deeds, the properties are more than threefold times more valuable than the measly sums appearing therein, thirdly, the deeds of sale do not reflect and express the true intent of the parties (vendors and vendees), fourthly, the purported sale of the properties in litis was the result of a deliberate conspiracy designed to unjustly deprive the rest of the compulsory heirsof their legitime. Issue: Whether or not the Deeds of sale are void for lack of consideration Ruling: No, the deeds of sale are not void for lack of consideration. A contract of sale is not a real contract, but a consensual contract. As a consensual contract, a contract of sale becomes a binding and valid contract upon the meeting of the minds as to price. If there is a meeting of the minds of the parties as to the price, the contract of sale is valid, despite the manner of payment, or even the breach of that manner of payment. If the real price is not stated in the contract, then the contract of sale is valid but subject to reformation. If there is no meeting of the minds of the parties as to the price, because the price stipulated in the contract is simulated, then the contract is void. Article 1471 of the Civil Code states that if the price in a contract of sale is simulated, the sale is void. It is not the act of payment of price that determines the validity of a contract of sale. Payment of the price has nothing to do with the perfection of the contract. Payment of the price goes into the performance of the contract. Failure to pay the consideration is different from lack of consideration.The former results in a right to demand the fulfillment or cancellation of the obligation under an existing valid contract while the latter prevents the existence of a valid contract. 18. Toyota Shaw vs CA GR No. 116650 May 23, 1995

Facts: Sosa wanted to purchase a Toyota Car. She met Bernardo, the sales representative of Toyota. Sosa emphasized to the sales rep that she needed the car not later than 17 June 1989. They contracted an agreement on the delivery of the unit and that the balance of the purchase price would be paid by credit financing. The following day, Sosa delivered the downpayment and a Vehicle sales proposal was printed. On the day of delivery, Bernardo called Sosa to inform him that the car could not be delivered. Toyota contends, on the other hand, that the Lite Ace was not delivered to Sosa because of the disapproval by B.A. Finance of the credit financing application of Sosa. Toyota then gave Sosa the option to purchase the unit by paying the full purchase price in cash but Sosa refused. Sosa asked that his down payment be refunded. Toyota did so on the very same day by issuing a Far East Bank check for the full amount, which Sosa signed with the reservation, ―without prejudice to our future claims for damages.‖ Thereafter, Sosa sent two letters to Toyota. In the first letter, she demanded the refund of the down payment plus interest from the time she paid it and for damages. Toyota refused to the demands of Sosa. Issue: Whether or not there was a perfected contract of sale

Ruling: What is clear from the agreement signed by Sosa and Gilbert is not a contract of sale. No obligation on the part of Toyota to transfer ownership of the car to Sosa and no correlative obligation on the part of Sosa to pay . The provision on the down payment of PIOO,OOO.OO made no specific reference to a sale of a vehicle. If it was intended for a contract of sale, it could only refer to a sale on installment basis, as the VSP executed the following day. Nothing was mentioned about the full purchase price and the manner the installments were to be paid. An agreement on the manner of payment of the price is an essential element in the formation of a binding and enforceable contract of sale. This is so because the agreement as to the manner of payment goes, into the price such that a disagreement on the manner of payment is tantamount to a failure to agree on the price. Definiteness as to the price is an essential element of a binding agreement to sell personal property. 19. Mccullough vs Aenille & Co. 13 hil. 285 February 3, 1904

Facts: Furniture and tobacoo were being sold by Aenille and Co. The furniture was sold at 90% of the price that is shown in a subsequent inventory. The tobacco was sold with the price indicated in the invoice.

Issue: Whether or not the price is already considered certain Ruling: Yes, the price is already considered certain. A written agreement by which one party buys and the other sells can be made certain by reference to certain invoices in existence and identified by the agreement. The contract of sale is therefore completed.

20. Penalosa vs Santos 363 SCRA 545, GR No. 133749 August 23, 2001 Facts: Penalosa entered into 2 contracts of sale with Santos. The contract is a conditional contract of sale. According to the stipulations of the contract, Penalosa would have to evict the illegal settlers in the lot afterwhich, the sale will be formalised. However, Penalosa failed to pay the purchase price. Santos contends that the contracts are absolutely simulated and therefore, void. Issue: Whether or not the contract of sale was absolutely simulated for want of consideration Ruling; No, the contract of sale was not simulated. The contracts were perfected and the entire requirement for the perfection of a contract of sale were satisfied. The meeting of the minds of Santos and Penalosa perfected the contract despite the failure of Penalosa to pay the purchase price. 21. Mapalo vs Mapalo GR No. 21489 &21623 May 19, 1966 Facts: Magpalo and Quiba are farmers who are the registered owners of a residential land. Magpalo decided to donate the eastern half of his land to Maximo. However, Magpalo and Quiba were deceived into signing a deed of absolute sale of the entire land. The document showed a consideration of P500 but Magpalo contended that he was not able to receive anything. Magpalo built a fence to segregate the donated land. Maximo registered the deed of sale in his favor and was able to obtain a TCT. Maximo then sold the entire land to Narciso. Narciso took possession of the eastern part of the land. Issue: Whether or not the contract is voidable Ruling:

No, the contract is not voidable but void. The contract of purchase and sale is null and void and produces no effect whatsoever where the same is without cause or consideration in that purchase price which appears thereon as paid, has in fact never been paid by the purchaser or the vendor.

22. Ting Ho vs Teng Gui GR No. 130115 July 16, 2008 Facts: Felix Ting Ho, Jr., Merla Ting Ho Braden, Juana Ting Ho and Lydia Ting Ho Belenzo against their brother, respondent Vicente Teng Gui. The controversy revolves around a parcel of land, and the improvements which should form part of the estate of their deceased father, Felix Ting Ho, and should be partitioned equally among each of the siblings. Petitioners alleged that their father Felix Ting Ho died intestate on June 26, 1970, and left upon his death an estate. According to petitioners, the said lot and properties were titled and tax declared under trust in the name of respondent Vicente Teng Gui for the benefit of the deceased Felix Ting Ho who, being a Chinese citizen, was then disqualified to own public lands in thePhilippines; and that upon the death of Felix Ting Ho, the respondent took possession of the same for his own exclusive use and benefit to their exclusion and prejudice. Issue: Whether or not the sale was void Ruling: No, the sale was not void. Article 1471 of the Civil Code has provided that if the price is simulated, the sale is void, but the act may be shown to have been in reality a donatin, or some other act or contract. The sale in this case, was however valid because the sale was in fact a donation. The law requires positive proof of the simulation of the price of the sale. But since the finding was based on a mere assumption, the price has not been proven to be a simulation. D. Perfection of Contract

23. Lafortezza vs. Machica,

Facts: Roberto Laforteza and Gonzalo Laforteza, Jr., in their capacities as attorneys-in-fact of Dennis Laforteza, entrered into a MOA (Contract to Sell) with Alonzo Machuca over a house and lot registered in the name of the late Francisco Laforteza. Machuca was able to pay the earnest money but however failed to pay the balance on time. Upon a request of an extension of time, Machuca informed petitioner heirs that the balance was already covered, but petitioners refused to accept the balance and told Machuca that the subject property is no longer for sale. The petitioners contend that the Memorandum of Agreement is merely a lease agreement with ―option to purchase‖; hence, it only gave the respondent a right to purchase the subject property

within a limited period without imposing upon them any obligation to purchase it. And since the respondent‘s tender of payment was made after the lapse of the option agreement, his tender did not give rise to the perfection of a contract of sale. Issue: (1) WON the tender of payment after the lapse of the option agreement gave rise to the perfection of a contract of sale. (2) WON the six-month period during which the respondent would be in possession of the property as lessee was a period within which to exercise an option. Held: (1) It did. A perusal of the Memorandum Agreement shows that the transaction between the petitioners and the respondent was one of sale and lease. A contract of sale is a consensual contract and is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. From that moment the parties may reciprocally demand performance subject to the provisions of the law governing the form of contracts. In the case at bench, all the elements of a contract of sale were thus present. (2) The six-month period during which the respondent would be in possession of the property as lessee, was clearly not a period within which to exercise an option. An option is a contract granting a privilege to buy or sell within an agreed time and at a determined price. An option contract is a separate and distinct contract from that which the parties may enter into upon the consummation of the option. An option must be supported by consideration. An option contract is governed by the second paragraph of Article 1479 of the Civil Code, which reads: An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price. In the present case, the six-month period merely delayed the demandability of the contract of sale and did not determine its perfection for after the expiration of the six-month period, there was an absolute obligation on the part of the petitioners and the respondent to comply with the terms of the sale. 24. Limketkai vs. CA Facts: In this motion for reconsideration, the Court based its decision on several exhibits presented by Limketkai which showed, among others, BPI‘s repeated rejection of Limketkai‘s proposal to buy a certain property which was issued to a real estate broker to sell the property. Issue: WON there was, as evidenced by the affidavits, a perfected contract of sale between Limketkai and BPI over the subject property. Held: There was none. Article 1475 of the NCC specifically provides when a contract of sale is deemed perfected, to wit: The contract of sale is perfected at the moment there is meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. On the subject of consent as an essential element of contracts, Article 1319 of the Civil Code has this to say: Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer. The acceptance of an offer must therefore be unqualified and absolute. In other words, it must be identical in all respects with that of the offer so as to produce consent or meeting of the minds. This was not

the case herein considering that petitioner‘s acceptance of the offer was qualified, which amounts to a rejection of the original offer. 7 And contrary to petitioner‘s assertion that its offer was accepted by respondent BPI, there was no showing that petitioner complied with the terms and conditions explicitly laid down by respondent BPI for prospective buyers. Neither was the petitioner able to prove that its offer to buy the subject property was formally approved by the beneficial owner of the property and the Trust Committee of the Bank; an essential requirement for the acceptance of the offer which was clearly specified in Exhibits F and H. Even more telling is petitioner‘s unexplained failure to reduce in writing the alleged acceptance of its offer to buy the property at P1,000/sq. m.

25. EDCA vs. Santos Facts: Mr. Cruz bought 406 books payable upon delivery from EDCA. Upon discovery that said Mr. Cruz was an impostor and that the check issued by the impostor as payment was dishonored, EDCA with the assistance of the police, seized the 120 books from spouses Santos who bought said books from the impostor, without a warrant. After petitioner refused the demand made by the spouses Santos for recovery of the books, said spouses obtained a writ of preliminary attachment, and thus petitioner surrendered the books to the spouses. Now, petitioner alleges that they have been unlawfully deprived of the books. The petitioner argues that it was, because the impostor acquired no title to the books that he could have validly transferred to the private respondents. Its reason is that as the payment check bounced for lack of funds, there was a failure of consideration that nullified the contract of sale between it and Cruz. Issue: WON the Contract of Sale between Mr. Cruz and EDCA was null and void for lack of consideration. Held: The Contract of Sale is valid. The contract of sale is consensual and is perfected once agreement is reached between the parties on the subject matter and the consideration. According to the Civil Code: Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. Thus, Art. 1477 states that the ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery thereof. Also Art. 1478 speaks of that the parties may STIPULATE that ownership in the thing shall not pass to the purchaser until he has fully paid the price. It is clear from the above provisions, particularly the last one quoted, that ownership in the thing sold shall not pass to the buyer until full payment of the purchase only if there is a stipulation to that effect. Otherwise, the rule is that such ownership shall pass from the vendor to the vendee upon the actual or constructive delivery of the thing sold even if the purchase price has not yet been paid. Non-payment only creates a right to demand payment or to rescind the contract, or to criminal prosecution in the case of bouncing checks. But absent the stipulation above noted, delivery of the thing sold will effectively transfer ownership to the buyer who can in turn transfer it to another. Actual delivery of the books having been made, Cruz acquired ownership over the books which he could then validly transfer to the private respondents. The fact that he had not yet paid for them to EDCA was a matter between him and EDCA and did not impair the title acquired by the private respondents to the books.

26. Ledesma vs CA GR. No. 86051 September 1, 1992 27. Sanchez vs. Rigos Facts: Nicolas Sanchez and Severina Rigos executed an instrument entitled ―Option to Purchase,‖ whereby Mrs. Rigos agreed, promised and committed to sell to Sanchez the sum of P1,510.00, a parcel of land situated within two (2) years from said date with the understanding that said option shall be deemed ―terminated and elapsed,‖ if ―Sanchez shall fail to exercise his right to buy the property‖ within the stipulated period. Inasmuch as several tenders of payment of the sum of Pl,510.00, made by Sanchez within said period, were rejected by Mrs. Rigos, Mr. Sanchez deposited said amount with the Court of First Instance and commenced against the latter the present action, for specific performance and damages. Defendant‘s special defense: the contract between the parties ―is a unilateral promise to sell, and the same being unsupported by any valuable consideration, by force of the New Civil Code, is null and void.‖ Issue: Whether or not a promise to buy or to sell must be supported by a consideration distinct from the price. Held: Since there may be no valid contract without a cause or consideration, the promisor is not bound by his promise and may, accordingly, withdraw it. Pending notice of its withdrawal, his accepted promise partakes, however, of the nature of an offer to sell which, if accepted, results in a perfected contract of sale. There is no question that under article 1479 of the new Civil Code ―an option to sell,‖ or ―a promise to buy or to sell,‖ as used in said article, to be valid must be ―supported by a consideration distinct from the price.‖ This is clearly inferred from the context of said article that a unilateral promise to buy or to sell, even if accepted, is only binding if supported by consideration. In other words, ―an accepted unilateral promise can only have a binding effect if supported by a consideration which means that the option can still be withdrawn, even if accepted, if the same is not supported by any consideration. It is not disputed that the option is without consideration. It can therefore be withdrawn notwithstanding the acceptance of it by appellee. 28. Serra vs. CA Facts: Federico Serra, owner of a parcel of land in Masbate, and private respondent Rizal Commercial Banking Corporation (RCBC) in its desire to put up a branch in said place, entered into a ―Contract of Lease with Option to Buy.‖ Pursuant to said contract, a building and other improvements were constructed on the land which housed the branch office of RCBC in Masbate, Masbate. Within three years from the signing of the contract, petitioner complied with his part of the agreement by having the property registered and placed under the TORRENS SYSTEM. When the respondent bank decided to exercise its option and informed petitioner, through a letter, of its intention to buy the property at the agreed price of not greater than P210.00 per square meter or a total of P78,430.00, petitioner replied that he is no longer selling the property. Issue: WON there was no consideration to support the option, distinct from the price, hence, the option cannot be exercised, as required by Art. 1479 of the NCC. Held: There was a consideration, thus the option can be exercised. Article 1324 of the Civil Code provides that when an offeror has allowed the offeree a certain period to accept, the offer maybe withdrawn at any time before acceptance by communicating such withdrawal, except

when the option is founded upon consideration, as something paid or promised. On the other hand, Article 1479 of the Code provides that an accepted unilateral promise to buy and sell a determinate thingfor a price certain is binding upon the promisor if the promise is supported by a consideration distinct from the price. In a unilateral promise to sell, where the debtor fails to withdraw the promise before the acceptance by the creditor, the transaction becomes a bilateral contract to sell and to buy, because upon acceptance by the creditor of the offer to sell by the debtor, there is already a meeting of the minds of the parties as to the thing which is determinate and the price which is certain. In which case, the parties may then reciprocally demand performance. In the present case, the consideration entails transferring of the building and/or improvements on the property to petitioner, should respondent bank fail to exercise its option within the period stipulated.

29. Pacific Oxygen and Acetylene Co. vs Central Bank GR No. 21881 March 1, 1968 30. Gaite vs. Fonacier G.R. No. 11827, July 31, 1961 Facts: Defendant-appellant Fonacier was the owner/holder of 11 iron lode mineral claims, known

as

the

Dawahan

Group,

situated

in

Camrines

Norte.

By

―Deed

of

Assignment, Respondent constituted and appointed plaintiff-appellee Gaite as attorney-in-fact to enter into contract for the exploration and development of the said mining claims on. Petitioner executed a general assignment conveying the claims into the Larap Iron Mines, which owned solely and belonging to him. Thereafter, he underwent development and the exploitation for the mining claims which he estimates to be approximately 24 metric tons of iron ore. However, Fonacier decided to revoke the authority given to Gaite, whereas respondent assented subject to certain conditions. Consequently a revocation of Power of Attorney and Contract was executed transferring P20k plus royalties from the mining claims, all rights and interest on the road and other developments done, as well as , the right to use of the business name, goodwill, records,documents related to the mines. Furthermore, included in the transfer was the rights and interest over the 24K+ tons of iron ore that had been extracted. Lastly the balance of P65K was to be paid for covering the first shipment of iron ores. To secure the payment of P65k, respondent executed a surety bond with himself as principal, the Larap Mines and Smelting Co. and its stockholder as sureties. Yet, this was refused by petitioner. A complaint in the CFI of Manila for the payment of the balance and other damages was filed. The Trial Court ruled in favor of plaintiff ordering defendant to pay the balance of P65k with interest. Afterwards an appeal was affected by the respondent where several motions were presented for resolution: a motion for contempt; two motions to dismiss the appeal for becoming moot and academic; motion for a new trial, filed by appellee Gaite. The motion for contempt was held unmeritorious, while the rest of the motions were held unnecessary to resolve

Issue: Whether or not the Lower Court erred in holding the obligation of appellant Fonacier to pay appelle Gaite the balance of P65k, as one with a period or term and not one with a suspensive condition; and that the term expired on December 1955. Held: No error was found, affirming the decision of the lower court. Gaite acted within his rights in demanding payment and instituting this action one year from and after the contract was executed, either because the appellant debtors had impaired the securities originally given and thereby forfeited any further time within which to pay; or because the term of payment was originally of no more than one year, and the balance of P65k, became due and payable thereafter. The Lower Court was legally correct in holding the shipment or sale of the iron ore is not a condition or suspensive to the payment of the balance of P65k, but was only a suspensive period or term. What characterizes a conditional obligation is the fact that its efficacy or obligatory force as distinguished from its demandability, is subordinated to the happening of a future and uncertain event; so that if the suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed. The sale of the ore to Fonacier was a sale on credit, and not an aleatory contract where the transferor, Gaite, would assume the risk of not being paid at all; and that the previous sale or shipment of the ore was not a suspensive condition for the payment of the balance of the agreed price, but was intended merely to fix the future date of the payment. While as to the right of Fonacier to insist that Gaite should wait for the sale or shipment of the ore before receiving payment; or, in other words, whether or not they are entitled to take full advantage of the period granted them for making the payment. The appellant had indeed have forfeited the right to compel Gaite to wait for the sale of the ore before receiving payment of the balance of P65,000.00, because of their failure to renew the bond of the Far Eastern Surety Company or else replace it with an equivalent guarantee. The expiration of the bonding company's undertaking on December 8, 1955 substantially reduced the security of the vendor's rights as creditor for the unpaid P65,000.00, a security that Gaite considered essential and upon which he had insisted when he executed thedeed of sale of the ore to Fonacier (first bond). Under paragraphs 2 and 3 of Article 1198 of the Civil Code of the Philippines: ART. 1198. The debtor shall lose every right to make use of the period: ―(2) When he does not furnish to the creditor the guaranties or securities which he has promised. (3) When by his own acts he has impaired said guaranties or securities after their establishment, and when through fortuitous event they disappear, unless he immediately gives new ones equally satisfactory.‖

31. Seventh Day Adventistvs. Northwestern Mission, G.R. No. 150416

FACTS: This case involves two supposed transfers of the lot previously owned by the spouses Cosio. The first transfer was a donation to petitioners‘ alleged predecessors-in-interest in 1959 while the second transfer was through a contract of sale to respondents in 1980. A TCT was later issued in the name of respondents. Claiming to be the alleged donee‘s successors-in-interest, petitioners filed a case for cancellation of title, quieting of ownership and possession, declaratory relief and reconveyance with prayer for preliminary injunction and damages against respondents. Respondents, on the other hand, argued that at the time of the donation, petitioners‘ predecessorsin-interest has no juridical personality to accept the donation because it was not yet incorporated. Moreover, petitioners were not members of the local church then. The RTC upheld the sale in favor of respondents, which was affirmed by the Court of Appeals, on the ground that all the essential requisites of a contract were present and it also applied the indefeasibility of title. ISSUE: Whether or not the donation was void. HELD: Yes, the donation was void because the local church had neither juridical personality nor capacityto accept such gift since it was inexistent at the time it was made. The Court denied petitioners‘ contention that there exists a de facto corporation. While there existed the old Corporation Law (Act 1459), a law under which the local church could have been organized, petitioners admitted that they did not even attempt to incorporate at that time nor the organization was registered at the Securities and Exchange Commission. Hence, petitioners obviously could not have claimed succession to an entity that never came to exist. And since some of the representatives of petitioner Seventh Day Adventist Conference Church of Southern Philippines, Inc. were not even members of the local church then, it necessarily follows that they could not even claim that the donation was particularly for them  Option to buy or sell (Article 1479)

32. Cavite Develepment Bank vs. Sps. Lim, G.R. No. 131679, February 01, 2000 Facts: Rodolfo Guansing obtained a loan from Cavite Development Bank(CDB) and offered as security his real estate property. For failing to pay his loan the property was foreclosed and title was issued in the name of CDB. Now here comes Lolita Chan Lim, the respondent on this case who offered to buy the property from CDB. Mrs. Lim paid P30,000.00 as option money and was issued receipt by CDB. However , Mrs. Lim later discovered that the title of the property is being disputed by Perfecto Guansing, the father of the mortgagee Rodolfo Guansing. In fact, in a separate case it was declared that Rodolfo fraudulently secured title to the said mortgaged property and title to it was restored to Perfecto . The decision has since become final and executory. Aggrieved by what she considered a serious misrepresentation by CDB and its mother company FEBTC, on their ability to sell the subject property, filed an action for specific performance and damage against petitioners. Issues: Was the sale between CDB and Mrs. Lim perfected? Is CDB liable for damges?

Held: Contracts are not defined by the parties thereto but by the principles of law. In determining the nature of a contract, the courts are not bound by the name or title given to it by the contracting parties. In the case at bar, the sum of P30,000.00, although denominated in the offer to purchase as ―option money‘ is actually in the nature of ―earnest money‘ or down payment when considered with the other terms of the offer. It is because when Mrs. Lim offered to buy the property the 10% so called ―option money‖ forms part of the purchase price as contemplated under Art. 1482 of the Civil Code. It is clear then that the parties in this case actually entered into a contract of sale, partially consummated as to the payment of the price. CDB cannot invoke the defense that it is a mortgagee in good faith. It only applies to private individuals and not to banking institutions. They cannot be excused from the duty of exercising the due diligence required of banking institutions. It is standard practice for banks, before approving a loan, to investigate who are the real owners thereof. Banking is affected with public interest that is why they are expected to exercise more care and prudence than private individuals. Considering CDB‘s negligence it is therefore liable for damages. As to its validity, the doctrine of ―Nemo dat quod non habet‖ applies. One cannot give what one does not have. The seller not being the owner the sale is void.

33. Sanchez vs Rigos GR No. L-25494 June 14, 1972 34. Cronico vs JM Tuason and Co., Inc. GR No. L-3527 August 26, 1977 FACTS: JM Tuason was the registered owner of Lot 22. Florencio Cronico offered to buy the lot from JM Tuason with the help of Mary Venturanza. Cronico was required to present proofs of her rights to the lot, and indeed presented certain documents showing her priority rights to buy the lot. Claudio Ramirez also learned that said lot was being sold. Both Cronico and Ramirez then sent individual letters to JM Tuason expressing their desire to purchase the land and requested information concerning the area, the price, and other terms and conditions of the contract to sell. JM Tuason sent separate reply letters to the prospective buyers. Cronico was able to obtain the letter the next day and thus presented the letter to the Head of the Real Estate Department of JM Tuason; and requested Venturanza to issue a check as down payment, but the same was refused. Ramirez, on the other hand, received the letter two days after it was sent stating that the lot was available for sale under the conditions set forth and that said lot was being offered for sale on a first come first serve basis. He then immediately verbally accepted such, followed by a letter to JM Tuason confirming the verbal acceptance, the next day. Counsel of Ramirez then wrote JM Tuason for the early execution of the Contract to Sell

with a check as down payment (Mar 31). Counsel of Cronico, however, also wrote JM Tuason requesting that the lot be sold to him (Mar 27). Subsequently, JM Tuason and Ramirez executed a Contract to Sell, which resulted an instant suit. ISSUE: Whether or not JM Tuason‘s promise to sell the lot to Cronico has a consideration separate from the selling price of said lot and thus binding upon the promissory to comply with such promise. HELD: No, the promise of the respondent company to sell the lot in question to the petitioner, Florencia Cronico has no consideration separate from the selling price of said lot. It appears that the Compromise Agreement upon which Cronico predicates her right to buy the lot in question has been rescinded and set aside. In order that a unilateral promise may be binding upon the promisor, Article 1479, Civil Code of the Philippines, requires the concurrence of the condition that the promise be ―supported by a consideration distinct from the price. Accordingly, the promisee can not compel the promisor to comply with the promise, unless the former establishes the existence of said distinct consideration. The promisee has the burden of proving such consideration.

35. Asuncion vs CA GR No. 109125 238 SCRA 602 December 2, 1994 FACTS: Petitioners Ang Yu Asuncion et. al. are lessees of residential and commercial spaces owned by the Unjiengs. They have been leasing the property and possessing it since 1935 and have been paying rentals. In 1986, the Unjiengs informed Petitioners Ang Yu Asuncion that the property was being sold and that Petitioners were being given priority to acquire them (Right of First Refusal). They agreed on a price of P5M but they had not yet agreed on the terms and conditions. Petitioners wrote to the Unjiengs twice, asking them to specify the terms and conditions for the sale but received no reply. Later, the petitioners found out that the property was already about to be sold, thus they instituted this case for Specific Performance [of the right of first refusal]. The Trial Court dismissed the case. The trial court also held that the Unjieng‘s offer to sell was never accepted by the Petitioners for the reason that they did not agree upon the terms and conditions of the proposed sale, hence, there was no contract of sale at all. The Court of Appeals affirmed the decision of the Trial Court. In the meantime, in 1990, the property was sold to De Buen Realty, Private Respondent in this case. The title to the property was transferred into the name of De Buen and demanded that the Petitioners vacate the premises. CA directed the Sheriff to execute an order directing the Unjiengs to issue a Deed of Sale in the Petitioner‘s favour and nullified the sale to De Buen Realty. But then, the CA reversed itself when the Private Respondents Appealed.

ISSUE: Whether or not the Contract of Sale is perfected by the grant of a Right of First Refusal.

HELD: No. A Right of First Refusal is not a Perfected Contract of Sale under Art. 1458 or an option under Par. 2 Art 1479 or an offer under Art. 1319. In a Right of First Refusal, only the object of the contract is determinate. This means that no vinculum juris is created between the sellerofferor and the buyer-offeree.

36. Enriquez de la Cavada vs Diaz GR No. L-11668 April 1, 1918 FACTS: The defendant and the plaintiff entered into a ―contract of option‖ whereby defendantappellant Antonio Diaz granted the option to the plaintiff-appellee Antonio Enriquez dela Cavada to purchase his hacienda in Tayabas within the period necessary for the approval and issuance of a Torrens title. In the same instrument he obligated himself to sell said hacienda for P70 thousand pesos. The plaintiff on the other hand has agreed to buy said property at the agreed purchase price. Soon after the execution of said contract, and in part compliance with the terms thereof, the defendant obtained the registration of a part of the ―Hacienda de Pitogo‖ for which he was given certificates of title. Later, and pretending to comply with the terms of said contract, the defendant offered to transfer to the plaintiff one of said parcels only, which was a part of said ―hacienda.‖ The plaintiff refused to accept said certificate for a part only of said ―hacienda‖ upon the ground (a) that it was only a part of the ―Hacienda de Pitogo,‖ and (b) under the contract he was entitled to a transfer to him all said ―hacienda.‖ The trial court ruled for the plaintiff hence this petition. ISSUE: Whether or not there was a perfected contract of sale. HELD: Yes. The subject contract was not, in fact, an ―optional contract‖ as that phrase is generally used. Reading the said contract from its four corners it is clearly as absolute promise

to sell a definite parcel of land for a fixed price upon definite conditions. The defendant promised to convey to the plaintiff the land in question as soon as the same was registered under the Torrens system, and the plaintiff promised to pay to the defendant the sum of P70,000, under the conditions named, upon the happening of that event. The contract was not, in fact, what is generally known as a ―contract of option.‖ It differs very essentially from a contract of option. The contract of option is a separate and distinct contract from the contract which the parties may enter into upon the consummation of the option. A consideration for an optional contract is just as important as the consideration for any other kind of contract. If there was no consideration for the contract of option, then it cannot be entered any more than any other contract where no consideration exists.

37. Soriano vs Bautista 6 SCRA 946 GR No. L-15752 December 29, 1962 FACTS: Spouses Bautista (Respondent) owned a parcel of land in the Municipality of Teresa, province of Rizal, containing 30,222 square meters, by a creek. The respondents entered into a ―Kasulatan ng Sanglaan‖ in favor of petitioners Rupert Soriano and Olimpia de Jesus. It haslikewise been agreed that if the financial condition of the mortgagees will permit, they may purchase said land absolutely on any date within the two-year term of this mortgage at the agreed price of P3,900.00. Sometime after entering into the agreement, the petitioners paid a sum of P450 pursuant to the conditions agreed upon. However, the respondents did not issue a receipt and returned the money. The Attorney of the petitioners informed the respondent of their desire to buy the land. Despite this, the respondents refused to comply with the demand hence, the petitioners filed before the CFI a case. The respondent filed a case against the petitioners but was dismissed for lack of jurisdiction. They then filed a case again asking the CFI to order the petitioners to accept payment of the principal and release the mortgage. The CFI of Rizal ruled after a joint trial of the cases filed both by the Petitioners and the Respondents that the Respondents should issue a deed of sale for the property upon Petitioners‘ payment of the balance price. Hence, this appeal ISSUE: Whether or not the Petitioners are entitled to special performance consisting of the execution of the deed of sale. HELD: Yes. The respondents being mortgagors, they cannot be deprived of the right to redeem the mortgaged property. While the agreement is a mortgage and contains a customary right of redemption, it has a special provision which renders the mortgagor‘s right to redeem defeasible at the election of the mortgagees. There is nothing illegal or immoral in this. It is an option to buy, allowed by Art. 1479 of the Civil Code. The mortgagor‘s promise to sell is supported by the same consideration as that of the mortgage itself, which is distinct from that which would support the sale, an additional amount having been agreed upon to make up the entire price of

P3, 900.00, should the option be exercised. The mortgagor‘s promise was in the nature of a continuing offer, non-withdrawable during a period of two years, which upon acceptance by the mortgagees rise to a perfected contract of purchase and sell. 38. Limson vs CA 375 SCRA 209 April 20, 2001 FACTS: Spouses offered to sell to Lourdes Limson the subject land through their agent Marcosa Sanchez. She agreed to buy the property and gave them 20K as ‗earnest money‘; respondent signed a receipt and gave her 10-day option period to buy the property. Lorenzo de Vera informed her that the property was mortgaged to the Ramoses and asked her to pay the balance of the purchase price to settle the obligation with the latter. She agreed to meet with respondents and Ramoses to consummate transaction but Asuncion and the Ramoses did not appear. She claimed that she was willing to pay but transaction did not materialize because of unpaid back taxes on the property. She gave respondents checks to pay the said taxes which were considered as part of the purchase price. Limson learned that the property is subject to negotiation between the spouses and SUNVAR Realty Development Corporation. Limson Filed an Affidavit of Adverse Claim which was annotated to the title. A Deed of Sale executed between spouses and SUNVAR and a title was issued to SUNVAR with the annotation of adverse claim. ISSUE: Whether or not there was a perfected contract to sell between petitioner and respondents. HELD: No. The agreement was a ―contract of option‖ not a ―contract to sell‖. An option is not of itself a purchase, but merely secures the privilege to buy. It is not a sale of property but a sale of the right to purchase. It is simply a contract by which the owner of property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time. He does not sell his land; he does not then agree to sell it; but he does sell something, i.e., the right or privilege to buy at the election or option of the other party. Its distinguishing characteristic is that it imposes no binding obligation on the person holding the option, aside from the consideration for the offer. Until acceptance, it is not, properly speaking, a contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right in the subject matter, but is merely a contract by which the owner of the property gives the optionee the right or privilege of accepting the offer and buying the property on certain terms

39. Adelfa Properties, Inc. vs CA 240 SCRA 565 January 25, 1995 FACTS:

Private respondents and their brothers Jose and Dominador were the registered CO-OWNERS of a parcel of land in Las Pinas, covered by a TCT. Jose and Dominador sold their share to Adelfa. Thereafter, Adelfa expressed interest in buying the western portion of the property from private respondents herein. Accordingly, an ―exclusive Option to Purchase‖ was executed between Adelfa and Private Respondents and an option money of 50,000 was given to the latter. Before Adelfa could make payments, it received summons as a case was filed against Jose and Dominador and Adelfa, because of a complaint in a civil case by the nephews and nieces of private respondents herein. As a consequence, Adelfa, through a letter, informed the private respondents that it would hold payment of the full purchase price and suggested that they settle the case with their said nephews and nieces. Salud did not heed the suggestion; respondent‘s informed Atty. Bernardo that they are canceling the transaction. Atty Bernardo made offers but they were all rejected. RTC Makati dismissed the civil case. A few days after, private respondents executed a Deed of Conditional Sale in favor of Chua, over the same parcel of land. Atty Bernardo wrote private respondents informing them that in view of the dismissal of the case, Adelfa is willing to pay the purchase price, and requested that the corresponding deed of Absolute Sale be executed. This was ignored by private respondents. Private respondents sent a letter to Adelfa enclosing therein a check representing the refund of half the option money paid under the exclusive option to purchase, and requested Adelfa to return the owner‘s duplicate copy of Salud. Adelfa failed to surrender the certificate of title, hence the private respondents filed a civil case before the RTC Pasay, for annulment of contract with damages. The trial court directed the cancellation of the exclusive option to purchase. On appeal, respondent CA affirmed in toto the decision of the RTC hence this petition. ISSUE: Whether or not the agreement between the parties is a contract to sell HELD: Yes. The alleged option contract is a contract to sell, rather than a contract of sale. The distinction between the two is important for in contract of sale, the title passes to the vendee upon the delivery of the thing sold; whereas in a contract to sell, by agreement the ownership is reserved in the vendor and is not to pass until the full payment of the price. In a contract of sale, the vendor has lost and cannot recover ownership until and unless the contract is resolved or rescinded; whereas in a contract to sell, title is retained by the vendor until the full payment of the price Thus, a deed of sale is considered absolute in nature where there is neither a stipulation in the deed that title to the property sold is reserved in the seller until the full payment of the price, nor one giving the vendor the right to unilaterally resolve the contract the moment the buyer fails to pay within a fixed period.

40. Equatorial Realty Dev., Inc. vs Mayfair Theater 264 SCRA 483 March 21, 1996 FACTS:

Mayfair Theater, Inc. was a lessee of portions of a building owned by Carmelo & Bauermann, Inc. Their lease contracts of 20. Lease contracts contained a provision granting Mayfair a right of first refusal to purchase the subject properties. However, before the contracts ended, the subject properties were sold for P11,300 by Carmelo to Equatorial Realty Development, Inc. This prompted Mayfair to file a case for the annulment of the Deed of Absolute Sale between Carmelo and Equatorial, specific performance and damages. The Court ruled in favor of Mayfair. Barely five months after Mayfair had submitted its Motion for Execution, Equatorial filed an action for collection of sum of money against Mayfair claiming payment of rentals or reasonable compensation for the defendant‘s use of the subject premises after its lease contracts had expired. Maxim Theater contract expired, while the Lease Contract covering the premises occupied by Miramar Theater lapsed. The lower court debunked the claim of Equatorial for unpaid back rentals, holding that the rescission of the Deed of Absolute Sale in the mother case did not confer on. Equatorial any vested or residual propriety rights, even in expectancy. It further ruled that the Court categorically stated that the Deed of Absolute Sale had been rescinded subjecting the present complaint to res judicata. Hence, Equatorial filed the present petition.

ISSUE: Whether or not Equatorial is entitled to back rentals

HELD:

No. In the case, there was no right of ownership transferred from Carmelo to Equatorial in view of a patent failure to deliver the property to the buyer. By a contract of sale, ―one of the contracting parties obligates himself to transfer ownership of and to deliver a determinate thing and the other to pay therefore a price certain in money or its equivalent.‖ Ownership of the thing sold is a real right, which the buyer acquires only upon delivery of the thing to him ―in any of the ways specified in articles 1497 to 1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee.‖ In the case, Mayfair‘s opposition to the transfer of the property by way of sale to Equatorial was a legally sufficient impediment that effectively prevented the passing of the property into the latter‘s hands. Rent is a civil fruit that belongs to the owner of the property producing it by right of accession. Consequently and ordinarily, the rentals that fell due from the time of the perfection of the sale to petitioner until its rescission by final judgment should belong to the owner of the property during that period. Not having been the owner, Equatorial cannot be entitled to the civil fruits of ownership like rentals of the thing sold. 41. JMA House Inc. vs. Sta Monica Industrial and Development Corp. GR No. 15411 August 31, 2006

FACTS: JMA House Incorporated (JMA) applied loan from the Pioneer Savings and Loan Association, Inc. (Pioneer). To secure payment thereof, JMA executed a real estate mortgage over a parcel of land; there was likewise a three-storey commercial and residential building which was occupied by tenants. Upon the failure of JMA to pay its loan, the real estate mortgage was foreclosed extrajudicially. Pioneer was the winning bidder during the sale at public auction. The Sheriff executed a Certificate of Sale over the property in favor of Pioneer JMA had one year to redeem the property. JMA decided to redeem the property from Pioneer. It offered to borrow from Sta. Monica Industrial and Development Corporation (Sta. Monica) the amount of P2, 300,000.00. Trinidad insisted that JMA execute a deed of absolute sale over the property. Rosita Alberto suggested that instead of a deed of absolute sale, a real estate mortgage be executed. Trinidad refused. By way of a compromise, Alberto suggested that a supplement deed giving JMA the option to repurchase the property within a period of two years be executed. Trinidad agreed to this proposal. Thus, the lawyers of JMA and Sta. Monica prepared two deeds.

JMA executed a Deed of Absolute Sale over the lot, including the buildings thereon, in favor of Sta. Monica. As agreed upon by the parties, the parties likewise executed a contract denominated as Option to Buy, in which Sta. Monica gave JMA the option to buy the property within one (1) year from the execution of the Deed Of Absolute Sale. Sta. Monica, through Eugenio Trinidad, informed Rosita Alberto and the tenants of the buildings in the property that due to the failure of JMA to ―repurchase‖ the property, it had been sold to A. Guerrero Development Corporation (AGCOR). Rosita Alberto protested to Trinidad, insisting that the period given to JMA to buy back the property had not yet elapsed. JMA filed a complaint against Sta. Monica and AGCOR for specific performance, reconveyance and damages. An Option to Buy was also executed in its favor, giving it the option to buy the property within a period of one (1) year from execution thereof, and in the meantime, it retained dominion over the property.

ISSUE: Whether or not AGCOR has no knowledge of the option to buy HELD: No. The rule is that he who alleges that a contract does not reflect the true intention of the parties thereto may prove the same by documentary or parol evidence. In this case, petitioner alleges that the Deed of Absolute Sale and Option to buy do not reflect the true intention of the parties, which according to it is a loan with mortgage or an equitable mortgage. The petitioner is burdened to prove, by clear and convincing evidence, the terms of the writings. The presumption is that the contract is what it purports to be; and, to establish its character as a

mortgage, the evidence must be clear, unequivocal and convincing which reasons tending to show that the transaction was intended as a security for debt; and thus to be a mortgage must be sufficient to satisfy every reasonable mind without hesitation. Unless the testimony is entirely plain and convincing beyond reasonable controversy, the writing will be held to express correctly the intention of the parties. If there is a doubt as to the fact whether the transaction is in the nature of a mortgage, the presumption, in order to avoid forfeiture is always in favor of a position to redeem, to sub serve abstract justice and avert injurious consequences.

42. Vasquez vs Ayala Corporation GR No. 149734 November 19, 2004 FACTS: Vasquez owns Conduit Development Inc. In 1981, Vasquez enters into a MOA with AYALA wherein AYALA bought Conduit from Vasquez. AYALA committed to develop Conduit‘s lands including 4 parcels of land adjacent to Vasquez‘ retained land. Be it noted that these parcels of land were in the 3rdphase of AYALA‘s development plan. Paragraph 5.15 of the MOA provides:

―5.15. The BUYER (AYALA) agrees to give the SELLERS (Vasquez) a first option to purchase four developed lots next to the ―Retained Area‖ at the prevailing market price at the time of the purchase.‖

In 1990, after AYALA was able to develop the said lots. This was after some slump, and some litigation between Conduit‘s former contractor (GP construction) and GP‘s subcontractor (Lancer Builders). AYALA then offered to sell the 4 parcels of land to Vasquez at P6.5k/sq m which was the market price in 1990. Vasquez refused the offer. Vasquez contended that the purchase price should be P460/ sq m which was the market price in 1981 (time of purchase). AYALA then lowered the purchase price to P5k/ sq m but Vasquez refused again. Instead he made a counter offer to buy the lots at P2k/ sq m. This time, AYALA refused.

ISSUE:

Whether or not Paragraph 5.15 of the MOA is an option contract HELD: No. The said paragraph is a mere right of first refusal. Although the paragraph has a definite object, i.e., the sale of the 4 lots, the period within which they will be offered for sale to Vasquez and, necessarily, the price for which the subject lots will be sold are not specified. The

phrase ―at the prevailing market price at the time of the purchase‖ connotes that there is no definite period within which AYALA is bound to reserve the subject lots for Vasquez to exercise his privilege to purchase. Neither is there a fixed or determinable price at which the subject lots will be offered for sale. The price is considered certain if it may be determined with reference to another thing certain or if the determination thereof is left to the judgment of a specified person or persons. Further, paragraph 5.15 was inserted into the MOA to give Vasquez the first crack to buy the subject lots at the price which AYALA would be willing to accept when it offers the subject lots for sale. It is not supported by an independent consideration.

43. Sps. Garcia vs CA GR No. 172036 April 23, 2010 FACTS: Spouses Faustino and Josefina Garcia and spouses Meliton and Helen Galvez (appellees) and defendant Emerlita De la Cruz (appellant) entered into a contract to sell to the former a parcel of land in Tanza, Cavite. As agreed, plaintiffs shall make a down payment upon signing of the contract while the balance shall be paid in 3 instalments. Plaintiffs failed to pay the last instalment. They offered to pay the unpaid balance after 1.5 year delay which defendant refused to accept. Defendant sold the parcel of land to intervenor Diogenes Bartolome. In order to compel the defendant to accept full payment and execute the necessary documents, plaintiffs filed before the RTC a complaint for specific performance. The trial court ruled that Emerlita‘s rescission of the contract was not valid. It applied RA 6552 (Maceda Law) and stated that Dela Cruz is not allowed to unilaterally cancel the Contract to sell. It declared the deed of sale executed by Emerlita, null and void. On appeal, the appellate court reversed the trial court‘s decision and dismissed the case. Hence, this petition.

ISSUE: Whether or not rescission was correctly applied due to petitioner‘s failure to pay the full payment HELD: No. Contracts are law between the parties and they are bound by it‘s stipulations. It is clear that the parties intended their agreement to be a Contract to sell. Emerlita retains the ownership of the subject lands and does not have the obligation to execute a deed of absolute sale until petitioners‘ payment of the full purchase price. Payment of the price is a suspensive condition, failure of which is not a breach but an event that prevents the obligation of the vendor to convey the title from becoming effective. Strictly speaking, there can be no rescission or resolution of an obligation that is still non-existent due to the non-happening of the suspensive condition. Emerlita is thus not obliged to execute of deed of absolute sale because of petitioners‘ failure to make the payment.

 Article 1482 (Earnest money)

44. Spouses Serrano and Herrera vs Cagulat GR No. 139173 February 28, 2007 FACTS: Spouses Serrano agreed to sell in favour of respondent Caguiat a parcel of land at P 1,500.00 per square meter. Caguiat partially paid petitioners P 1oo, ooo.oo as evidenced by a receipt issued by petitioners indicating therein respondent‘s promise to pay the remaining balance. Respondent, after making known his readiness to pay the balance, requested from petitioners the preparation of the necessary deed of sale. When petitioners cancelled the transaction and intended to return to Caguiat his partial payment, respondent filed a complaint for specific performance and damages. The trial court relying on Article 1482 of the Civil Code ruled that the payment of P 100, ooo.oo being an earnest money signified the perfection of the contract. CA denied petitioner‘s motion and affirmed lower court‘s decision. ISSUE: Whether or not the partial payment constitutes an earnest money as manifested in Article 1482 of the Civil Code HELD: No.Article 1482 applies only to earnest money given in a contract of sale. It was apparent that the earnest money in the case at bar was given in lieu of a contract to sell. Unlike in a contract of sale, the ownership of the parcel of land was retained by the Spouses Serrano and shall only be passed to Caguiat upon full payment of the purchase price as evidenced by the receipt. Relatively, no Deed of Sale has been executed as proof of the intention of the parties to immediately transfer the ownership of the parcel of land. Spouses Serrano also retained ownership of the certificate of title of the lot, thereby indicating no actual or constructive delivery of the ownership of the property. Finally, should the transaction pushed through, Caguiat‘s payment of the remaining balance would have been a suspensive condition since the transfer of ownership was subordinated to the happening of a future and uncertain event.

45. Chua vs Court of Appeals 401 SCRA 54 April 9, 2003

46. LAFORTEZA VS MACHICA 333 SCRA 643, JUNE 16,2000 Facts:

Dennis Laforteza, entrered into a MOA (Contract to Sell) with Alonzo Machuca over a house and lot registered in the name of the late Francisco Laforteza. Machuca was able to pay the earnest money but however failed to pay the balance on time. Upon a request of an extension of time, Machuca informed petitioner heirs that the balance was already covered, but petitioners refused to accept the balance and told Machuca that the subject property is no longer for sale. The petitioners contend that the Memorandum of Agreement is merely a lease agreement with ―option to purchase‖; hence, it only gave the respondent a right to purchase the subject property within a limited period without imposing upon them any obligation to purchase it. And since the respondent‘s tender of payment was made after the lapse of the option agreement, his tender did not give rise to the perfection of a contract of sale. Issue: (1) WON the tender of payment after the lapse of the option agreement gave rise to the perfection of a contract of sale. (2) WON the six-month period during which the respondent would be in possession of the property as lessee was a period within which to exercise an option. Held: (1) YES. A perusal of the Memorandum Agreement shows that the transaction between the petitioners and the respondent was one of sale and lease. A contract of sale is a consensual contract and is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. From that moment the parties may reciprocally demand performance subject to the provisions of the law governing the form of contracts. In the case at bench, all the elements of a contract of sale were thus present. (2) NO. The six-month period during which the respondent would be in possession of the property as lessee, was clearly not a period within which to exercise an option. An option is a contract granting a privilege to buy or sell within an agreed time and at a determined price. An option contract is a separate and distinct contract from that which the parties may enter into upon the consummation of the option. An option must be supported by consideration. An option contract is governed by the second paragraph of Article 1479 of the Civil Code, which reads: Art. 1479… . An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price. In the present case, the six-month period merely delayed the demandability of the contract of sale and did not determine its perfection for after the expiration of the six-month period, there was an absolute obligation on the part of the petitioners and the respondent to comply with the terms of the sale.

47. SAN MIGUEL PROPERTIES VS. SPS. HUANG GR No. 137290 July 31, 2000

Facts: San Miguel Properties is engaged in the purchase and sale of real properties, of which include two parcels of land. Such offer was made to Atty. Dauz on behalf of Sps. Huang. Atty. Dauz wrote San Miguel informing the respondents‘ interest to buy the property and enclosed therein a check (P1,000,000.00) as earnest deposit subject to certain conditions, to wit: (1) that they be given the exclusive option to purchase the property within 30 days from acceptance of the offer; (2) that during the option period, the parties would negotiate the terms and conditions of the purchase; and (3) petitioner would secure the necessary approvals while respondents would handle the documentation. Sobrecarey, San Miguel Properties VP indicated his conformity to the offer; signed the letter; and accepted the earnest deposit. By agreement of the parties, they agreed that respondents will be given 6 months within which to pay. Upon failure of respondents to pay despite the extension of time given, petitioner through its Pres & CEO Gonzales, wrote Atty. Dauz, that they are returning the earnest deposit. Respondent spouses through counsel, wrote petitioner demanding the execution of a deed of conveyance in their favor. They attempted to return the earnest deposit but was refused by San Miguel. Respondent spouses filed a complaint for specific performance. Trial court, upon motion, dismissed the complaint, which was reversed by the CA. Issue: WON the earnest deposit could have been given as earnest money contemplated in Art. 1482, and thus there was a perfected contract of sale. Held: No, hence, there was no perfected contract of sale. In the present case, the P1 million "earnestdeposit" could not have been given as earnest money as contemplated in Art. 1482 because, at the time when petitioner accepted the terms of respondents‘ offer, their contract had not yet been perfected. The first condition for an option period of 30 days sufficiently shows that a sale was never perfected. Such option giving respondents the exclusive right to buy the properties within the period agreed upon is separate and distinct from the contract of sale which the parties may enter. 48. TOPACIO VS COURT OF APPEALS GR No. 102606 July 3, 1992 The spouses De Villa (parents-in-law of Topacio) were the former owners of a lot in QC. It was previously mortgaged to Ayala Investment and Development Corp to secure an obligation of P500k. For failure to pay, the mortgage was foreclosed and consequently, BPI acquired the property as highest bidder. Topacio wanted to buy the property and paid the initial payment of P375 K .BPI wrote to Topacio and informed him that he had until January 4, 1986 to pay the balance of P875k. Topacio was unable to meet the several deadline extensions given, and so BPI mailed the initial check that he paid back to him which Topacio did not encash.

The RTC ruled that there is a perfected contract of sale which is still enforceable because BPI did not rescind either by judicial or notarial rescission. But CA reversed the decision stating that the contract is a contract to sell, not a contract of sale. Issue: Whether or not the contract is a contract to sell or contract of sale Held: It is a contract of sale. The payment by Topacio of P375k was the operative act that gave rise to a perfect contract of sale. It is considered an earnest money (something of value to show that the buyer was really in earnest, and given to the seller to bind the bargain). It is considered part of the purchase price and proof of the perfection of the contract. The parties agreed on the object (house and lot in White Plains), and the price and the manner of payment. Nowhere in the transaction did it indicate that BPI reserved its title on the property, nor did it provide for any automatic rescission in case of default. So when Topacio failed to pay the balance of P875k despite several extensions, BPI could not validly rescind the contract w/o complying with the provision of Art1592 or Art 1191 on notarial or judicial rescission respectively. 49. ADELFA PROPERTIES INC VS CA 240 SCRA 565, JANUARY 25,1995 FACTS: Private respondents and their brothers Jose and Dominador were the registered CO-OWNERS of a parcel of land in Las Pinas, covered by a TCT. Jose and Dominador sold their share (eastern portion of the land) to Adelfa. Thereafter, Adelfa expressed interest in buying the western portion of the property from private respondents herein. Accordingly, an ―exclusive Option to Purchase‖ was executed between Adelfa and Private Respondents and an option money of 50,000 was given to the latter. A new owner‘s copy of the certificate of title was issued but was kept by Adelfa‘s counsel, Atty. Bernardo. Before Adelfa could make payments, private respondents informed Atty. Bernardo that they are cancelling the transaction. Atty Bernardo made offers but they were all rejected. Private respondents executed a Deed of Conditional Sale in favor of Chua, over the same parcel of land. Private respondents sent a letter to Adelfa enclosing therein a check representing the refund of half the option money paid under the exclusive option to purchase, and requested Adelfa to return the owner‘s duplicate copy of Salud. Adelfa failed to surrender the certificate of title, hence the private respondents filed a civil case before the RTC Pasay, for annulment of contract with damages. The trial court directed the cancellation of the exclusive option to purchase. On appeal, respondent CA affirmed in toto the decision of the RTC hence this petition. ISSUE: WON the agreement between Adelfa and Private respondents was strictly an option contract HELD: NO. The agreement between the parties is a contract to sell, and not an option contract or a contract of sale.

The SC does not conform with the findings of respondent court that the contract executed between the parties is an option contract, for the reason that the parties were already contemplating on the payment of the balance of the purchase price, and were not merely quoting an agreed value for the property. In other words, the alleged option money was actually earnest money which was intended to form part of the purchase price. The amount was not distinct from the cause or consideration for the sale of the property, but was itself a part thereof. It is a statutory rule that 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. It constitutes an advance payment and must, therefore, be deducted from the total price. Also, earnest money is given by the buyer to the seller to bind the bargain. Unfortunately, petitioner failed to seasonably make payment. By reason of petitioner‘s failure to comply with its obligation, private respondents elected to resort to and did announce the rescission of the contract through its letter to petitioner. That written notice of rescission is deemed sufficient under the circumstances. Judicial action for rescission of a contract is not necessary where the contract provides for automatic rescission in case of breach, as in the contract involved in the present controversy.



Article 1483

50. HEIRS OF CECILIO CLAUDEL VS. CA & HEIRS OF MACARIO CLAUDEL (SIBLINGS OF CECILIO) Gr No. 85240, July 12,199 Facts: Cecilio Claudel acquired from the Bureau of Lands a parcel of land. Thirty-nine years after his death, two branches of Cecilio‘s family contested the ownership over the land – the Heirs of Cecilio and the Siblings of Cecilio. The Heirs of Cecilio partitioned the lot among themselves and obtained the corresponding TCTs. Siblings of Cecilio filed a complaint for Cancellation of Titles and Reconveyance with Damages alleging that their parents had purchased from the late Cecilio several portions of the lot. They admitted that the transaction was verbal but they were able to present the subdivision plan. The CFI dismissed the complaint disregarding the evidence. The CA reversed the CFI‘s ruling ordering the cancellation of the TCTs issued in the name of the Heirs of Cecilio. As ruled by the CA, the Statute of Frauds applies only to executory contracts and not to consummated sales as in the case at bar where oral evidence may be admitted. Issue: WON a contract of sale of land may be proven orally. Held: YES. A contract of sale of land may be proven orally subject to certain exceptions. This case falls within the exception. The rule of thumb is that a sale of land, once consummated, is valid regardless of the form it may have been entered into. For nowhere does law or jurisprudence prescribe that the contract of sale be put in writing before such contract can validly cede or transmit rights over a certain real property between the parties themselves.

However, in the event that a third party, as in this case, disputes the ownership of the property, the person against whom that claim is brought cannot present any proof of such sale and hence has no means to enforce the contract. Thus the Statute of Frauds was precisely devised to protect the parties in a contract of sale of real property so that no such contract is enforceable unless certain requisites, for purposes of proof, are met. The purpose of the Statute of Frauds is to prevent fraud and perjury in the enforcement of obligations depending on the evidence upon the unassisted memory of witnesses by requiring certain enumerated contracts and transactions to be evidenced in writing. Therefore, except under the conditions provided by the Statute of Frauds, the existence of the contract of sale made by Cecilio with his siblings cannot be proved 51. SPS. DALION VS. CA & SABESAJE JR. Gr. No 78903, February 28,1990 Facts: Sabesaje sued to recover ownership of a parcel of land, based on a private document of absolute sale, allegedly executed by Dalion. Dalion denied the fact of sale, contending that the document sued upon is fictitious, his signature thereon, a forgery, and that subject land is conjugal property. Dalion further argued that assuming authenticity of his signature and the genuineness of the document, Dalion nonetheless still impugns the validity of the sale on the ground that the same is embodied in a private document, and did not thus convey title or right to the lot in question since ―acts and contracts which have for their object the creation, transmission, modification or extinction of real rights over immovable property must appear in a public instrument‖.

Issue: WON the sale is valid considering that such was executed in a private document. Held: YES, the sale is valid. The provision of Art. 1358 on the necessity of a public document is only for convenience, not for validity or enforceability. It is not a requirement for the validity of a contract of sale of a parcel of land that this be embodied in a public instrument. A contract of sale is a consensual contract, which means that the sale is perfected by mere consent. No particular form is required for its validity. Upon perfection of the contract, the parties may reciprocally demand performance (Art. 1475, NCC), i.e., the vendee may compel transfer of ownership of the object of the sale, and the vendor may require the vendee to pay the thing sold (Art. 1458, NCC). The trial court thus rightly and legally ordered Dalion to deliver to Sabesaje the parcel of land and to execute corresponding formal deed of conveyance in a public document. 52. ORTEGA VS LEONARDO 103 Phil. 870 May 28, 1958 FACTS Ortega occupied a parcel of land, but was disputed by Leonardo. Ortega and Leonardo both agreed to a compromise, where Ortega would desist from pressing her claim and that Leonardo

would sell to her a portion provided thereof, provided she paid for the surveying of the lot. Ortega thus desisted the claim, paid for the surveying of the lot and the preparation of the plan and paid regularly a monthly rental . When Leonardo acquired title, he refused to sell the agreed portion of lot. He claims that the contract is unenforceable based on the Statute of Frauds. ISSUE Whether or not the contract is unenforceable based on the Statute of Frauds HELD NO. The contract is enforceable. This case described several circumstance indicating partial performance: relinquishment of rights. continued possession, building of improvements, tender of payment plus the surveying of the lot at plaintiff's expense and the payment of rentals. Hence, as there was partial performance, the principle excluding parol contracts for the sale of realty and hence the Statute of Frauds, does not apply. 53. UNIVERSAL ROBINA SUGAR MILLING CORP VS HEIRS OF ANGEL TEVES 389 SCRA 316 September 18, 2002 FACTS Andres Abanto's heirs executed an ―Extrajudicial Settlement of the Estate of the Deceased Andres Abanto and Simultaneous Sale.‖ In this document, Abanto's heirs adjudicated unto themselves the two lots and sold the (a) unregistered lot of 193,789 square meters to the United Planters Sugar Milling Company, Inc. (UPSUMCO), and (b) the registered lot covered by TCT No. H-37 to Angel M. Teves. The sale was not registered. Teves verbally allowed UPSUMCO to use the lot covered by TCT No. H-37 for pier and loading facilities, free of charge, subject to the condition that UPSUMCO shall shoulder the payment of real property taxes and that its occupation shall be co-terminus with its corporate existence.i URSUMCO then took possession of UPSUMCO‘s properties, including Teves' lot covered by TCT No. H-37.Teves formally asked the corporation to turn over to him possession thereof or the corresponding rentals. URSUMCO refused to heed Teves' demand, claiming that it acquired the right to occupy the property from UPSUMCO which purchased it from Andres Abanto; and that it was merely placed in the name of Angel Teves, as shown by the ―Deed of Transfer and Waiver of Rights and Possession. ISSUE WON the contract of sale to Teves was valid even if not executed in a public document HELD That the contract of sale was not registered does not affect its validity. Being consensual in nature, it is binding between the parties, the Abanto heirs and Teves. The embodiment of certain contracts in a public instrument, is only for convenience, and the registration of the instrument would merely affect third persons. Formalities are intended for greater efficacy or convenience or to bind third persons, if not done, would not adversely affect the validity or enforceability of the contract between the contracting parties themselves. Thus, by virtue of the valid sale, Angel Teves stepped into the shoes of the heirs of Andres Abanto and acquired all their rights to the property. 

Article 1484 with Article 1485 and 1486

54 LUNETA MOTOR COMPANY VS. DIMAGIBA 3 SCRA 884 December 30, 1961 Facts: Angel Dimagiba bought from the Luneta Motor Company a truck for a price which was compromised at P16,126.12 payable in 18 monthly installments, to guarantee which he executed a chattel mortgage on the same truck on May 7, 1956. As a further security thereto, he also executed on the same date a chattel mortgage on another truck which belonged to the latter. When Dimagiba failed to pay several installments as he agreed in the promissory note he executed to cover the price of the truck he purchased, the company instituted an action not only to recover the balance of his obligation but to secure the seizure of the two trucks mortgaged with a prayer that the proceeds that may be realized after the sale of said trucks be applied to the payment of the judgment that may be rendered in the case. Because of the vague nature of the allegations contained in the complaint, as well as in its prayer, the court a quo, as well as the Court of Appeals, considered the action taken as one of both replevin and foreclosure of mortgage. Issue: WON the scheme of the company is a flagrant violation of Art. 1484 of the Civil Code. Held: YES. Art. 1484 prescribes three remedies which a vendor may pursue in a contract of sale of personal property the price of which is payable in installments, to wit: (1) exact fulfillment of the obligation; (2) cancel the sale; and (3) foreclose the mortgage on the thing sold. If he chooses the third remedy, the article provides that he shall have no further action against the purchaser to recover any unpaid balance of the purchase price. It even adds that any agreement to the contrary shall be void. But in the instant case the vendor was not content in choosing any of the three remedies, but chose to avail itself of the first and third remedies. More than that, plaintiff even went to the extent of suing for replevin, in other words, it filed an action containing three remedies: to collect the purchase price, to seize the property purchased, and to foreclose the mortgage executed thereon. Plaintiff even went to the extent of selling first the property of Noriel, who is not the vendee, out of court, and after doing so, it asked the court for judgment in the balance. Such a scheme is not only irregular but is a flagrant circumvention of the prohibition of the law. 55. PAMECA WOOD TREATMENT PLANT VS. CA & DBP 310 SCRA 281 July 14, 1999 Facts: Pameca obtained a loan from DBP. By virtue of this loan, Pameca executed a promissory note for the amount obtained, promising to pay the loan by installment. As security for said loan, a chattel mortgage was executed over Pameca‘s properties in Dumaguete. Upon Pameca‘s failure to pay, DBP extrajudicially foreclosed the chattel mortgage, and as sole bidder in the public auction, purchased the same. DBP then filed a complaint for the collection of the balance. Trial court rendered decision in favor of DBP, affirmed by CA.

Issue: WON Art 1484, CC, can be applied in the case, hence, precludes DBP from collecting the balance. Held: NO.The said article applies clearly and solely to the sale of personal property the price of which is payable in installments. Although Article 1484, paragraph (3) expressly bars any further action against the purchaser to recover an unpaid balance of the price, where the vendor opts to foreclose the chattel mortgage on the thing sold, should the vendees failure to pay cover two or more installments, this provision is specifically applicable to a sale on installments. To accommodate petitioners prayer even on the basis of equity would be to expand the application of the provisions of Article 1484 to situations beyond its specific purview, and ignore the language and intent of the Chattel Mortgage Law. Equity, which has been aptly described as justice outside legality, is applied only in the absence of, and never against, statutory law or judicial rules of procedure. 56. Pascual vs Universal Corp. 61 SCRA 121 November 20, 1974 FACTS:

Plaintiff-appellee spouses Lorenzo Pascual and Leonila Torres (spouses Pasqual) executed the real estate mortgage subject matter of this complaint on December 14, 1960 to secure the payment of the indebtedness of PDP Transit, Inc. (PDP Trans.) for the purchase of 5 units of Mercedes Benz trucks, with a total purchase price or principal obligation of P152,506.50 which was to bear interest at 1% per month starting that day, but the plaintiffs' guarantee is not to exceed P50,000.00 which is the value of the mortgage. The PDP Trans., as the spouses Pasqual's principal, paid to defendant-appellant Universal Motors Corporation (Universal Motors) the sum of P92,964.91 on April 5, 1961 for two of the five Mercedes Benz trucks and on May 22, 1961 for the remaining three, thus leaving a balance of P68,641.69 including interest due on February 8, 1965. On March 19, 1965, Universal Motors filed this complaint with the CFI of Manila against the PDP Trans. to collect the balance due under the Chattel Mortgages and to repossess all the units sold to PDP Trans. as the spouse Pascual‘s principal, including the 5 units guaranteed under the subject Real (Estate) Mortgage. During the hearinbg, Universal Motors admitted that it was able to repossess all the units sold to the latter, including the 5 units guaranteed by the subject real estate mortgage, and to foreclose all the chattel mortgages constituted thereon, resulting in the sale of the trucks at public auction. As the real estate mortgagors, the spouses Pascual filed an action with the CFI of Quezon City for the cancellation of the mortgage they constituted on 2 parcels of land in favor of the Universal Motors to guarantee the obligation of PDP Trans. to the amount of P50,000. The said CFI rendered judgment in favor of the spouses Pascual and ordered the cancellation of the mortgage.

ISSUE: Whether or not Article 1484 of the New Civil Code applicable in the case at bar? HELD: The Supreme Court affirmed the lower court‘s decision. Appellant Universal Motors argues that Article 1484 is not applicable to the case at bar because there is no evidence on record that the purchase by PDP Trans. of the 5 trucks was payable in installments and that the PDP Trans. had failed to pay two or more installments. Universal Motors also contends that what Article 1484 prohibits is for the vendor to recover from the purchaser the unpaid balance of the price after he has foreclosed the chattel mortgage on the thing sold, but not a recourse against the security put up by a third party. The Supreme Court concluded to the contrary, saying that the first issue was whether or not the sale was one on installments. The lower court found that it was, and that there was failure to pay two or more installments, a finding which is not subject to review by the Supreme Court. The next contention is that what article 1484 withholds from the vendor is ―the right to recover any deficiency from the purchaser after the foreclosure of the chattel mortgage,‖ and not a ―recourse to the additional security put up by a third party to guarantee the purchaser's performance of his obligation.‖ But the Supreme Court to sustain this argument of the appellant would be to indirectly subvert and public policy overturn the protection given by Article 1484.

57. Southern Motors vs Moscoso 2 SCRA 168 May 30, 1961 FACTS: Plaintiff Southern Motors, Inc. sold to defendant Angel Moscoso one Chevrolet truck on installment basis, for P6,445.00. Upon making a down payment, the defendant executed a promissory note for the sum of P4,915.00, representing the unpaid balance of the purchase price to secure the payment of which, a chattel mortgage was constituted on the truck in favor of the plaintiff. Of said account, the defendant had paid a total of P550.00, of which P110.00 was applied to the interest and P400.00 to the principal, thus leaving an unpaid balance of P4,475.00. The defendant failed to pay 3 installments on the balance of the purchase price. Plaintiff filed a complaint against the defendant, to recover the unpaid balance of the promissory note. Upon plaintiff‘s petition, a writ of attachment was issued by the lower court on the properties of the defendant. Pursuant thereto, the said Chevrolet truck, and a house and lot belonging to defendant, were attached by the Sheriff and said truck was brought to the plaintiff‘s compound for safe keeping. After attachment and before the trial of the case on the merits, acting upon the plaintiff‘s motion for the immediate sale of the mortgaged truck, the Provincial Sheriff of Iloilo sold the truck at public auction in which plaintiff itself was the only bidder for P1,OOO.OO. The trial court condemned the defendant to pay the plaintiff the amount of

P4,475.00 with interest at the rate of 12% per annum from August 16, 1957, until fully paid, plus 10% thereof as attorneys fees and costs. Hence, this appeal by the defendant.

ISSUE: Whether or not the attachment caused to be levied on the truck and its immediate sale at public auction, was tantamount to the foreclosure of the chattel mortgage on said truck. HELD: No.Article 1484 of the Civil Code provides that in a contract of sale of personal property the price of which is payable in installments, the vendor may exercise any of the following remedies: (I) Exact fulfillment of the obligation, should the vendee fail to pay; (2) Cancel the sale, should the vendee‘s failure to pay cover two or more installments; and (3) Foreclose the chattel mortgage on the thing sold, if one has been constituted, should the vendee‘s failure to pay cover two or more installments. In this case, he shall have no further action against the purchaser to recover any unpaid balance of the price. Any agreement to the contrary shall be void. The plaintiff had chosen the first remedy. The complaint is an ordinary civil action for recovery of the remaining unpaid balance due on the promissory note. The plaintiff had not adopted the procedure or methods outlined by Sec. 14 of the Chattel Mortgage Law but those prescribed for ordinary civil actions, under the Rules of Court. Had the plaintiff elected the foreclosure, it would not have instituted this case in court; it would not have caused the chattel to be attached under Rule 59, and had it sold at public auction, in the manner prescribed by Rule 39. That the plaintiff did not intend to foreclose the mortgage truck, is further evinced by the fact that it had also attached the house and lot of the appellant at San Jose, Antique. We perceive nothing unlawful or irregular in plaintiff‘s act of attaching the mortgaged truck itself. Since the plaintiff has chosen to exact the fulfillment of the appellant‘s obligation, it may enforce execution of the judgment that may be favorably rendered hereon, on all personal and real properties of the latter not exempt from execution sufficient to satisfy such judgment. It should be noted that a house and lot at San Jose, Antique were also attached. No one can successfully contest that the attachment was merely an incident to an ordinary civil action. The mortgage creditor may recover judgment on the mortgage debt and cause an execution on the mortgaged property and may cause an attachment to be issued and levied on such property, upon beginning his civil action.

58. Zayas vs Luneta Motors Co. GR No. L-30583 October 23, 1982 FACTS: Zayas purchased a Ford Thames Freighter from Escano Enterprises, the dealer of Luneta Motor Co. The unit was delivered and Zayas issued a PN payable in 26 installments secured by a chattel mortgage over the subject motor vehicle. Zayas failed to pay, thus Luneta extra-judicially

foreclosed on the mortgage and was the highest bidder. However, considering that the proceeds of the sale was insufficient to cover the debt, Luneta filed a case for the recovery of the balance of the purchase price. Zayas refused to pay. ISSUE: W/N Luneta may still recover the balance HELD: NO. When the unpaid seller forecloses on the mortgage, the law precludes him from bringing further actions against the vendee for whatever balance, which was not satisfied from the foreclosure. Luneta contends that Escano Enterprises is a different and distinct entity and maintains that its contract with Zayas was a loan. This is unsubstantiated as the agency relationship between Luneta and Escano is clear. Nevertheless, assuming that they were distinct entities, the nature of the transaction remains the same. If Escano assigned its right to Luneta, the latter merely acquires the rights of the formers—hence, Art. 1484 of the CC would likewise be inapplicable.

59. Ridad vs Filipinas Investment and Finance Corporation GR No. 39806 January 27, 1983 FACTS: Ridad purchased from Supreme Sales 2 Ford Consul Sedans, payable in 24 installments, for which he executed a PN with chattel mortgage over the said property. Another chattel mortgage was executed this time upon a separate Chevy car, and another one upon the franchise to operate taxi cabs. Supreme Sales thereafter assigned its rights under the PN to Filinvest. Ridad defaulted and Filinvest foreclosed on the mortgage. It was the highest bidder for the foreclosure sale of the sedans. But unable to fully satisfy the debt, it also foreclosed the Chevy and the franchise. ISSUE: W/N Filinvest may still foreclose the Chevy and the franchise to fully satisfy the debt HELD: NO. When the unpaid seller forecloses on the mortgage, the law precludes him from bringing further actions against the vendee for whatever balance, which was not satisfied by the first foreclosure. By choosing to foreclose on the Ford sedans, Filinvest renounced all other rights which it might have had under the PN; it must content itself with the proceeds of the sale of the sedans at the public auction.

60. Levy Hermanos Inc. vs Gervacio 69 Phil 62 October 27, 1939 FACTS: Levy Hermanos sold a Packard car to Lazaro Gervacio. Gervacio made an initial payment and executed a promissory note for the balance of P2,400. He failed to pay the note at maturity date so Levy Hermanos foreclosed the mortgage and bought it at the public auction for P800. Levy Hermanos then filed a complaint for the collection of the remaining balance and

interest. CFI ruled in favor of Gervacio finding that Levy can no longer recover the unpaid balance once he has chosen foreclosure. Thus the case at bar. ISSUE: W/N Levy Hermanos can still collect the balance HELD: YES In order to apply Art. 1454-A of the CC, there must be (1) a contract of sale of personal property payable in installments and (2) there has been a failure to pay 2 or more installments. In the case at bar, although it is a sale of personal property, it is not payable in installments. It is payable in a straight term in which the balance should be paid in its totality at maturity date of the PN, therefore the prohibition does not apply.

61. U.S. Commercial Co. vs Halili GR No. L-5535 May 29, 1953

 RA No. 6552 (Maceda Law)

62. G.R. No. 147695

September 13, 2007

MANUEL C. PAGTALUNAN, petitioner, vs. RUFINA DELA CRUZ VDA. DE MANZANO, respondent

FACTS Patricio Pagtalunan (Patricio), petitioner‘s stepfather and predecessor-in-interest, entered into a Contract to Sell with respondent, wife of Patricio‘s former mechanic, Teodoro Manzano, whereby the former agreed to sell, and the latter to buy, a house and lot which formed half of a parcel of land. The consideration of P17,800 was agreed to be paid in the following manner: P1,500 as down payment upon execution of the Contract to Sell, and the balance to be paid in equal monthly installments of P150 on or before the last day of each month until fully paid. It was alleged that respondent did not paid the monthly installment as what they have agreed upon. On the other hand, it was denied by the respondent that she is religiously paying her balance but the petitioner changes its mind and want to refund all the payments she gave, however, she refused. She admittedly, that she had failed to pay some installments but she continued paying later on. Patricio and his wife died. Petitioner became their sole successor-in-interest pursuant to a waiver by the other heirs. He eventually filed before the MTC unlawful detainer case and it was ruled in favor of him. However, on appeal to RTC, it ruled to dismiss the complaint for lack of

merit. The Court of Appeals affirmed the decision of the RTC to dismiss the case. The CA found that the parties, as well as the MTC and RTC failed to advert to and to apply Republic Act (R.A.) No. 6552, more commonly referred to as the Maceda Law, which is a special law enacted in 1972 to protect buyers of real estate on installment payments against onerous and oppressive conditions.The CA held that the Contract to Sell was not validly cancelled or rescinded under Sec. 3 (b) of R.A. No. 6552, and recognized respondent‘s right to continue occupying unmolested the property subject of the contract to sell. ISSUE Whether or not the Maceda Law (RA 6552) is applicable to this case RULING Yes, it is applicable. The CA correctly ruled that R.A No. 6552, which governs sales of real estate on installment, is applicable in the resolution of this case. This case originated as an action for unlawful detainer. Respondent is alleged to be illegally withholding possession of the subject property after the termination of the Contract to Sell between Patricio and respondent. It is, therefore, incumbent upon petitioner to prove that the Contract to Sell had been cancelled in accordance with R.A. No. 6552. The pertinent provision of R.A. No. 6552 reads: Sec. 3. In all transactions or contracts involving the sale or financing of real estate on installment payments, including residential condominium apartments but excluding industrial lots, commercial buildings and sales to tenants under Republic Act Numbered Thirty-eight hundred forty-four as amended by Republic Act Numbered Sixty-three hundred eighty-nine, where the buyer has paid at least two years of installments, the buyer is entitled to the following rights in case he defaults in the payment of succeeding installments: (a) To pay, without additional interest, the unpaid installments due within the total grace period earned by him, which is hereby fixed at the rate of one month grace period for every one year of installment payments made: Provided, That this right shall be exercised by the buyer only once in every five years of the life of the contract and its extensions, if any. (b) If the contract is cancelled, the seller shall refund to the buyer the cash surrender value of the payments on the property equivalent to fifty percent of the total payments made and, after five years of installments, an additional five percent every year but not to exceed ninety percent of the total payments made: Provided, That the actual cancellation of the contract shall take place after thirty days from receipt by the buyer of the notice of cancellation or the demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to the buyer.9 R.A. No. 6552, otherwise known as the "Realty Installment Buyer Protection Act," recognizes in conditional sales of all kinds of real estate (industrial, commercial, residential) the right of the

seller to cancel the contract upon non-payment of an installment by the buyer, which is simply an event that prevents the obligation of the vendor to convey title from acquiring binding force.10 The Court agrees with petitioner that the cancellation of the Contract to Sell may be done outside the court particularly when the buyer agrees to such cancellation. However, the cancellation of the contract by the seller must be in accordance with Sec. 3 (b) of R.A. No. 6552, which requires a notarial act of rescission and the refund to the buyer of the full payment of the cash surrender value of the payments on the property. Actual cancellation of the contract takes place after 30 days from receipt by the buyer of the notice of cancellation or the demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to the buyer. 63. G.R. No. L-57552 October 10, 1986 LUISA F. MCLAUGHLIN, petitioner, vs. THE COURT OF APPEALS AND RAMON FLORES, respondents. FACTS Petitioner Luisa F. McLaughlin and private respondent Ramon Flores entered into a contract of conditional sale of real property. Petitioner filed a complaint in the then Court of First Instance of Rizal (Civil Case No. 33573) for the rescission of the deed of conditional sale due to the failure of private respondent to pay the balance. The parties entered into Compromise Agreement in which the court rendered into a decision. In said compromise agreement, private respondent acknowledged his indebtedness to petitioner under the deed of conditional sale in the amount of P119,050.71, and the parties agreed that said amount would be payable as follows: a) P50,000.00 upon signing of the agreement; and b) the balance of P69,059.71 in two equal installments. On October 30, 1980, private respondent sent a letter to petitioner signifying his willingness and intention to pay the full balance of P69,059.71, and at the same time demanding to see the certificate of title of the property and the tax payment receipts. Private respondent contended that on the first working day of said month, he tendered payment to petitioner but this was refused acceptance by petitioner. Petitioner filed a Motion for Writ of Execution alleging that private respondent failed to pay the installment due and he had failed to pay the monthly rental of P l,000.00. Petitioner prayed that a) the deed of conditional sale of real property be declared rescinded with forfeiture of all payments as liquidated damages; and b) the court order the payment of Pl,000.00 back rentals since June 1980 and the eviction of private respondent. The RTC ruled in favor of petitioners but the RTC nullified and set aside the orders of the RTC. ISSUE Whether or not the respondent court committed grave abuse of discretion RULING

NO. The general rule is that rescission will not be permitted for a slight or casual breach of the contract, but only for such breaches as are substantial and fundamental as to defeat the object of the parties in making the agreement. (Song Fo & Co. vs. Hawaiian-Philippine Co., 47 Phil. 821) In aforesaid case, it was held that a delay in payment for a small quantity of molasses, for some twenty days is not such a violation of an essential condition of the contract as warrants rescission for non-performance. Private respondent also invokes said law as an expression of public policy to protect buyers of real estate on installments against onerous and oppressive conditions (Section 2 of Republic Act No. 6552). Section 4 of Republic Act No. 6552 which took effect on September 14, 1972 provides as follows: In case where less than two years of installments were paid, the seller shall give the buyer a grace period of not less than sixty days from the date the installment became due. If the buyer fails to pay the installments due at the expiration of the grace period, the seller may cancel the contract after thirty days from receipt by the buyer of the notice of the cancellation or the demand for rescission of the contract by a notarial act. Section 7 of said law provides as follows: Any stipulation in any contract hereafter entered into contrary to the provisions of Sections 3, 4, 5 and 6, shall be null and void

64. G.R. No. 141205

May 9, 2002

ACTIVE REALTY & DEVELOPMENT CORPORATION, petitioner, vs. NECITA G. DAROYA, represented by Attorney-In-Fact Shirley Daroya-Quinones, respondents.

FACTS Petitioner ACTIVE REALTY & DEVELOPMENT CORPORATION is the owner and developer of Town & Country Hills Executive Village. It entered into a Contract to Sell1 with respondent NECITA DAROYA, a contract worker in the Middle East, whereby the latter agreed to buy a 515 sq. m. lot forP224,025.00 in petitioner‘s subdivision. The contract to sell stipulated that the respondent shall pay the initial amount upon execution of the contract and the balance in monthly installments. The respondent was in default in three amortizations and by this petitioner sent respondent a notice of cancellation2 of their contract to sell, to take effect thirty (30) days from receipt of the letter. It does not appear from the records,

however, when respondent received the letter. Nonetheless, when respondent offered to pay for the balance of the contract price, petitioner refused as it has allegedly sold the lot to another buyer. The respondent filed before Arbitration Branch of the Housing and Land Use Regulatory Board (HLURB) a complaint for damages and specific performance. The HLURB ruled in favor of the respondents and declared that the cancellation of the contract to sell is void. On appeal, the HLURB Board of Commissioners set aside the Arbiter‘s Decision. The Board refused to apply the remedies provided under the Maceda Law and instead deemed it fit to formulate an "equitable" solution to the case. Respondent appealed to the Office of the President. On June 2, 1998, then Chief Presidential Counsel Renato C. Corona, acting by authority of the President, modified the Decision of the HLURB as he found that it was not in accord with the provisions of the Maceda Law. ISSUE Whether or not the petitioner can be compelled to refund to the respondent the value of the lot or to deliver a substitute lot at respondent‘s option. RULING Yes. The contract to sell in the case at bar is governed by Republic Act No. 6552 -- "The Realty Installment Buyer Protection Act," or more popularly known as the Maceda Law -- which came into effect in September 1972. Its declared public policy is to protect buyers of real estate on installment basis against onerous and oppressive conditions.16 The law seeks to address the acute housing shortage problem in our country that has prompted thousands of middle and lower class buyers of houses, lots and condominium units to enter into all sorts of contracts with private housing developers involving installment schemes. Lot buyers, mostly low income earners eager to acquire a lot upon which to build their homes, readily affix their signatures on these contracts, without an opportunity to question the onerous provisions therein as the contract is offered to them on a "take it or leave it" basis.17 Most of these contracts of adhesion, drawn exclusively by the developers, entrap innocent buyers by requiring cash deposits for reservation agreements which oftentimes include, in fine print, onerous default clauses where all the installment payments made will be forfeited upon failure to pay any installment due even if the buyers had made payments for several years.18 Real estate developers thus enjoy an unnecessary advantage over lot buyers who they often exploit with iniquitous results. They get to forfeit all the installment payments of defaulting buyers and resell the same lot to another buyer with the same exigent conditions. To help especially the low income lot buyers, the legislature enacted R.A. No. 6552 delineating the rights and remedies of lot buyers and protect them from one-sided and pernicious contract stipulations. More specifically, Section 3 of R.A. No. 6552 provided for the rights of the buyer in case of default in the payment of succeeding installments, where he has already paid at least two (2) years of installments, thus: "(a) To pay, without additional interest, the unpaid installments due within the total grace period earned by him, which is hereby fixed at the rate of one month grace period for every one year of installment payments made; x x x

(b) If the contract is cancelled, the seller shall refund to the buyer the cash surrender value of the payments on the property equivalent to fifty per cent of the total payments made; provided, that the actualcancellation of the contract shall take place after thirty days from receipt by the buyer of the notice of cancellation or the demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to the buyer." Thus, for failure to cancel the contract in accordance with the procedure provided by law, we hold that the contract to sell between the parties remains valid and subsisting. Following Section 3(a) of R.A. No. 6552, respondent has the right to offer to pay for the balance of the purchase price, without interest, which she did in this case.

65. G.R. No. 167452

January 30, 2007

JESTRA DEVELOPMENT AND MANAGEMENT CORPORATION, Petitioner, vs. DANIEL PONCE PACIFICO, represented by his attorney-in-fact Jordan M. Pizarras, Respondent.

FACTS Daniel Ponce Pacifico (Pacifico) signed a Reservation Application1 with Fil-Estate Marketing Association for the purchase of a house and lot. Under the Reservation Application, the total purchase price of the property was P2,500,000, and the down payment equivalent to 30% of the purchase price. Based on the application, upon the fulfillment of the 30% down payment by pacific, he will sign a contract to sell with the owner and developer of the property which is the JESTRA Development and Management Corporation. Pacifico run out funds to pay for the property and he requested to JESTRA to suspend the payment in which the latter denied his request. Pacifico filed a complaint before the HLURB against JESTRA claiming that despite the full payment of his down payment, JESTRA failed to deliver to him the property within 90 days as provided in the contract to sell and instead JESTRA sold the property to another buyer. ISSUE Whether or not the act of JESTRA in cancelling the contract to sell with Pacifico is valid RULING Yes. RA No. 6552 was enacted to protect buyers of real estate on installment against onerous and oppressive conditions. While the seller has under the Act the option to cancel the contract due to non-payment of installments, he must afford the buyer a grace period to pay them and, if at least two years installments have already been paid, to refund the cash surrender value of the payments. Thus Section of the Act provides:

SECTION 3. In all transactions or contracts involving the sale or financing of real estate on installment payments, including residential condominium apartments but excluding industrial lots, commercial buildings and sales to tenants under Republic Act Numbered Thirty-eight hundred forty-four, as amended by Republic Act Numbered Sixty-three hundred eighty-nine, where the buyer has paid at least two years of installments, the buyer is entitled to the following rights in case he defaults in the payment of succeeding installments: (a) To pay, without additional interest, the unpaid installments due within the total grace period earned by him which is hereby fixed at the rate of one month grace period for every one year of installment payments made: Provided, That this right shall be exercised by the buyer only once in every five years of the life of the contract and its extensions, if any. (b) If the contract is cancelled, the seller shall refund to the buyer the cash surrender value of the payments on the property equivalent to fifty per cent of the total payments made, and, after five years of installments, an additional five per cent every year but not to exceed ninety per cent of the total payments made: Provided, That the actual cancellation of the contract shall take place after thirty days from receipt by the buyer of the notice of cancellation or the demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to the buyer. Down payments, deposits or options on the contract shall be included in the computation of the total number of installment payments made. As respondent failed to pay at least two years of installments, he is not, under above-quoted Section 3 of RA No. 6552, entitled to a refund of the cash surrender value of his payments. What applies to the case instead is Section 4 of the same law, viz: SECTION 4. In case where less than two years of installments were paid, the seller shall give the buyer a grace period of not less than sixty days from the date the installment became due. If the buyer fails to pay the installments due at the expiration of the grace period, the seller may cancel the contract after thirty days from receipt by the buyer of the notice of cancellation or the demand for rescission of the contract by a notarial act.

66. G.R. No. 140468

January 16, 2003

OLYMPIA HOUSING, INC., petitioner, vs. PANASIATIC TRAVEL CORPORATION and MA. NELIDA GALVEZ-YCASIANO, respondents. FACTS The object in litigation is a condominium unit sold at the price of P2,340,000.00 payable on installments at the rate of P33,657.40 per month. On August 8, 1984, plaintiff Olympia Housing, Inc. and defendant Ma. NelidaGalvez-Ycasiano entered into a Contract to Sell, whereby the former agreed to sell to the latter condominium unit. Pursuant to the Contract to Sell, defendant Ma. Nelida Galvez-Ycasiano made a reservation/deposit in the amount of P100,000.00 on July

17, 1984and 50% down payment in the amount of P1,070,000.00 on July 19, 1984.Defendants made several payments in cash and thru credit memos issued by plaintiff representing plane tickets bought by plaintiff from defendant Panasiatic Travel Corp., which is owned by defendant Ma. Nelida Galvez-Ycasiano, who credited/offset the amount of the said plane tickets to defendant‘s account due to plaintiff. Plaintiff alleged that far from complying with the terms and conditions of said Contract to Sell, defendants failed to pay the corresponding monthly installments which as of June 2, 1988 amounted to P1,924,345.52. Demand to pay the same was sent to defendant Ma. Nelida Galvez-Ycasiano, but the latter failed to settle her obligation. For failure of defendant to pay her obligation plaintiff allegedly rescinded the contract by a Notarial Act of Rescission. At present, the subject condominium unit is being occupied by defendant Panasiatic Travel Corp., hence the suit for Recovery of Possession (Accion Publiciana) with prayer for attorney‘s fees, exemplary damages and reasonable rentals for the unit from July 28,1988 at the rate of P32,100.00per month until the condominium unit is finally vacated. Defendant Ma. Nelida Galvez-Ycasiano, while admitting the existence of the contract to sell, interposed the defense that she has made substantialpayments of the purchase price of the subject condominium unit amountingto P1,964,452.82 in accordance with the provisions of the contract to sell;that she decided to stop payment of the purchase price in the meantimebecause of substantial differences between her and the plaintiff in thecomputation of the balance of the purchase price. The Regional Trial Court dismissed the complaint, having been prematurelyfiled without complying with RA6552.Respondents tendered the amount of P4,304,026.53 to petitioner via Metrobank Cashier‘s Check. Petitioner refused to accept the payment,constraining respondents to consign at the disposal of the court. Both parties appealed the judgment of the trial court. In its now questioneddecision of 11 June 1999, the appellate court sustained the trial court

ISSUES: Effect of the filing of the complaint and the notarial act of rescission attached thereto vis-à-vis the requirements of r.a. 6552 RULING The notarial act of rescission must be accompanied by the refund of the cash surrender value. x x x The actual cancellation of the contract can only be deemed to take place upon the expiry of a 30-day period following the receipt by the buyer of the notice of cancellation or demand for rescission by a notarial act and the full payment of the cash surrender value. A.

Legality of sale 1. RA 6425 (Narcotics) THE DANGEROUS DRUGS ACT OF 1972

Section 1. Short Title. This Act shall be known and cited as "The Dangerous Drugs Act of 1972."

Definition of terms Section 2. Definitions. As used in this Act, the term: (a) "Administer" refers to the act of introducing any dangerous drug into the body of any person, with or without his knowledge, by injection, ingestion or other means or of committing any act of indispensable assistance to a person in administering a dangerous drug to himself; (b) "Board" refers to the Dangerous Drugs Board created under Section 35, Article VIII of this Act; (c) "Centers" refers to any of the treatment and rehabilitation centers for drug dependents referred to in Section 34, Article VII of this Act; (d) "Cultivate or culture" means the act of knowingly planting, growing, raising or permitting the planting, growing or raising of any plant which is the source of a prohibited drug; (e) "Dangerous drugs" refers to either: (1) "Prohibited drug," which includes opium and its active components and derivatives, such as heroin and morphine; coca leaf and its derivatives, principally cocaine; alpha and beta eucaine; hallucinogenic drugs, such as mescaline, lysergic acid diethylamide (LSD) and other substances producing similar effects; Indian hemp and its derivates; all preparations made from any of the foregoing; and other drugs, whether natural or synthetic, with the physiological effects of a narcotic drug; or (2) "Regulated drug," which includes self-inducing sedatives, such as secobarbital, phenobarbital, pentobarbital, barbital, amobarbital and any other drug which contains a salt or a derivative of a salt of barbituric acid; any salt, isomer or salt of an isomer, of amphetamine, such as benzedrine or dexedrine, or any drug which produces a physiological action similar to amphetamine; and hypnotic drugs, such as methaqualone or any other compound producing similar physiological effects; (f) "Deliver" refers to a person's act of knowingly passing a dangerous drug to another, personally or otherwise, and by any means, with or without consideration; (g) "Drug dependence" means a state of psychic or physical dependence, or both, on a dangerous drug, arising in a person following administration or use of that drug on a periodic or continuous basis; (h) "Employee" of a prohibited drug den, dive or resort includes the caretaker, helper, watchman, lookout and other persons employed by the operator of a prohibited drug den, dive or resort where any prohibited drug is administered, delivered, distributed, sold or used, with or without compensation, in connection with the operation thereof; (i) "Indian hemp," otherwise known as "Marijuana," embraces every kind and class of the plant cannabis sativa L. from which the resin has not been extracted, including cannabis americana, hashish, bhang, guaza, churrus and ganjah, and embraces every kind, class and character of Indian hemp, whether dried or fresh, flowering or fruiting tops of the pistillate plant, and all its geographic varieties, whether as a reefer, resin, extract, tincture or in any form whatsoever; (j) "Manufacture" means the production, preparation, compounding or processing of a dangerous drug either directly or indirectly or by extraction from substances of natural origin, or independently by means of chemical synthesis or by a combination of extraction and chemical synthesis, and shall include any packaging or repackaging of such substance or labeling or relabelling of its container; except that such term does not include the preparation, compounding, packaging, or labeling of a drug or other substance by a duly authorized

practitioner as an incident to his administration or dispensing of such drug or substance in the course of his professional practice; (k) "Narcotic drug" refers to any drug which produces insensibility, stupor, melancholy or dullness of mind with delusions and which may be habit-forming, and shall include opium, opium derivatives and synthetic opiates; (l) "Opium" refers to the coagulated juice of the opium poppy (papaver somniferum) and embraces every kind and class of opium, whether crude or prepared; the ashes or refuse of the same; narcotic preparations thereof or therefrom; morphine or any alkaloid of opium; preparations in which opium, morphine or any alkaloid of opium enters as an ingredient; opium poppy straw; and leaves or wrappings of opium leaves, whether prepared for use or not; (m) "Pusher" refers to any person who sells, administers, delivers, or gives away to another, on any terms whatsoever, or distributes, dispatches in transit or transports any dangerous drug or who acts as a broker in any of such transactions, in violation of this Act; (n) "School" includes any university, college, or institution of learning, regardless of the course or courses it offers; (o) "Sell" means the act of giving a dangerous drug, whether for money or any other material consideration; (p) "Use" refers to the act of injecting, intravenously or intramuscularly, or of consuming, either by chewing, smoking, sniffing, eating, swallowing, drinking, or otherwise introducing into the physiological system of the body, any of the dangerous drugs. ARTICLEII Prohibited Drugs Section 3. Importation of Prohibited Drugs. The penalty of imprisonment ranging from fourteen years and one day to life imprisonment and a fine ranging from fourteen thousand to thirty thousand pesos shall be imposed upon any person who, unless authorized by law, shall import or bring into the Philippines any prohibited drug. Section 4. Sale, Administration, Delivery, Distribution and Transportation of Prohibited Drugs. The penalty of imprisonment ranging from twelve years and one day to twenty years and a fine ranging from twelve thousand to twenty thousand pesos shall be imposed upon any person who, unless authorized by law, shall sell, administer, deliver, give away to another, distribute, dispatch in transit or transport any prohibited drug, or shall act as a broker in any such transactions. In case of a practitioner, the additional penalty of the revocation of his license to practice his profession shall be imposed. If the victim of the offense is a minor, the maximum of the penalty shall be imposed. Should a prohibited drug involved in any offense under this Section, be the proximate cause of the death of a victim thereof, the penalty of life imprisonment to death and a fine ranging from twenty thousand to thirty thousand pesos shall be imposed upon the pusher. Section 5. Maintenance of a Den, Dive or Resort for Prohibited Drug Users. The penalty of imprisonment ranging from twelve years and one day to twenty years and a fine ranging from twelve thousand to twenty thousand pesos shall be imposed upon any person or group of persons who shall maintain a den, dive or resort where any prohibited drug is used in any form.

The maximum of the penalty shall be imposed in every case where a prohibited drug is administered, delivered or sold to a minor who is allowed to use the same in such place. Should a prohibited drug be the proximate cause of the death of a person using the same in such den, dive or resort, the penalty of life imprisonment to death and a fine ranging from twenty thousand to thirty thousand pesos shall be imposed on the maintainer. Section 6. Employees and Visitors of Prohibited Drug Den. The penalty of imprisonment ranging from two years and one day to six years and a fine ranging from two thousand to six thousand pesos shall be imposed upon: (a) Any employee of a prohibited drug den, dive or resort; and (b) Any person who, not being included in the provisions of the next preceding, paragraph, shall knowingly visit any prohibited drug den, dive or resort. Section 7. Manufacture of Prohibited Drugs. The penalty of life imprisonment to death and a fine ranging from twenty thousand to thirty thousand pesos shall be imposed upon any person who, unless authorized by law, shall engage in the manufacture of any prohibited drug. Section 8. Possession or Use of Prohibited Drugs. The penalty of imprisonment ranging from six years and one day to twelve years and a fine ranging from six thousand to twelve thousand pesos shall be imposed upon any person who, unless authorized by law, shall possess or use any prohibited drug, except Indian hemp as to which the next following paragraph shall apply. The penalty of imprisonment ranging from six months and one day to six years and a fine ranging from six hundred to six thousand pesos shall be imposed upon any person who, unless authorized by law, shall possess or use Indian hemp. Section 9. Cultivation of Plants Which are Sources of Prohibited Drugs. The penalty of imprisonment ranging from fourteen years and one day to life imprisonment and a fine ranging from fourteen thousand to thirty thousand pesos shall be imposed upon any person who shall cultivate or culture Indian hemp, opium poppy ( papaver somniferum) and other plants from which any prohibited drug may be manufactured. The land on which any of said plants is cultivated or cultured shall be confiscated and escheated to the State, unless the owner thereof can prove that he did not know of such cultivation or culture despite the exercise of due diligence on his part. Section 10. Records of Prescriptions, Sales, Purchases, Acquisitions and/or Deliveries of Prohibited Drugs. The penalty of imprisonment ranging from one year and one day to six years and a fine ranging from one thousand to six thousand pesos shall be imposed upon any pharmacist, physician, dentist, veterinarian, manufacturer, wholesaler, importer, distributor, dealer or retailer who violates or fails to comply with the provisions of Section 25 of this Act, if the violation or failure involves a prohibited drug. The additional penalty of the revocation of his license to practice his profession, in case of a practitioner, or of his or its business license, in case of a manufacturer, seller, importer, distributor or dealer, shall be imposed.

Section 11. Unlawful Prescription of Prohibited Drugs. The penalty of imprisonment ranging from eight years and one day to twelve years and a fine ranging from eight thousand to twelve thousand pesos shall be imposed upon any person who, unless authorized by law, shall make or issue a prescription or any other writing purporting to be a prescription for any prohibited drug. Section 12. Unnecessary Prescription of Prohibited Drugs. The penalty of imprisonment ranging from four years and one day to twelve years and a fine ranging from four thousand to twelve thousand pesos and the additional penalty of the revocation of his license to practice shall be imposed upon any physician or dentist who shall prescribe any prohibited drug for any person whose physical or physiological conditions does not require the use thereof. Section 13. Possession of Opium Pipe and Other Paraphernalia for Prohibited Drugs. The penalty of imprisonment ranging from six months and one day to four years and a fine ranging from six hundred to four thousand pesos shall be imposed upon any person who, unless authorized by law, shall possess or have under his control any opium, pipe, equipment, instrument, apparatus or other paraphernalia fit or intended for smoking, consuming, administering, injecting, ingesting or otherwise using opium or any other prohibited drug. The possession of such opium pipe, equipment, instrument, apparatus or other paraphernalia, fit or intended for any of the purposes enumerated in this Section shall be prima facie evidence that the possessor has smoked, consumed, administered to himself, injected, ingested or used a prohibited drug.

ARTICLE III Regulated Drugs Section 14. Importation of Regulated Drugs. The penalty of imprisonment ranging from six years and one day to twelve years and a fine ranging from six thousand to twelve thousand pesos shall be imposed upon any person who, unless authorized by law, shall import or bring any regulated drug into the Philippines. Section 15. Sale, Administration, Dispension, Delivery, Transportation and Distribution of Regulated Drugs. The penalty of imprisonment ranging from six years and one day to twelve years and a fine ranging from six thousand to twelve thousand pesos shall be imposed upon any person who, unless authorized by law, shall sell, dispense, deliver, transport or distribute any regulated drug. In case of a practitioner, the maximum of the penalty herein prescribed and the additional penalty of the revocation of his license to practice his profession shall be imposed. Section 16. Possession or Use of Regulated Drugs. The penalty of imprisonment ranging from six months and one day to four years and a fine ranging from six hundred to four thousand pesos shall be imposed upon any person who shall possess or use any regulated drug without the corresponding license or prescription. Section 17. Records of Prescriptions, Sales, Purchases, Acquisitions and/or Deliveries of Regulated Drugs. The penalty of imprisonment ranging from six months and one day to four years and a fine ranging six hundred to four thousand pesos shall be imposed upon any pharmacist, physician, dentist,

veterinarian, manufacturer, wholesaler, importer, distributor, dealer or retailer who violates or fails to comply with the provisions of Section 25 of this Act, if the violation or failure involves a regulated drug. Section 18. Unlawful Prescription of Regulated Drugs. The penalty of imprisonment ranging from four years and one day to eight years and a fine ranging from four thousand to eight thousand pesos shall be imposed upon any person who, unless authorized by law, shall make or issue a prescription for any regulated drug. Section 19. Unnecessary Prescription of Regulated Drugs. The penalty of imprisonment ranging from six months and one day to four years and a fine ranging from six hundred to four thousand pesos and the additional penalty of the revocation of his license to practice shall be imposed upon any physician or dentist who shall prescribe any regulated drug for any person whose physical or physiological condition does not require the use thereof.

ARTICLE IV Provisions of Common Application to Offenses Penalized under Articles II and III Section 20. Confiscation and Forfeiture of the Proceeds or Instruments of the Crime. Every penalty imposed for the unlawful importation, sale, administration, delivery, transportation or manufacture of dangerous drugs, the cultivation of plants which are sources of prohibited drugs and the possession of any opium pipe and other paraphernalia for prohibited drugs shall carry with it the confiscation and forfeiture, in favor of the Government, of the proceeds of the crime and the instruments or tools with which it was committed, unless they are the property of a third person not liable for the offense, but those which are not of lawful commerce shall be ordered destroyed. Dangerous drugs and plant-sources of prohibited drugs so confiscated and forfeited in favor of the Government shall be turned over to the Board for safe-keeping and proper disposal. Section 21. Attempt and Conspiracy. The same penalty prescribed by this Act for the commission of the offense shall be imposed in case of any attempt or conspiracy to commit the same in the following cases: a) importation of dangerous drugs; b) sale, administration, delivery, distribution and transportation of dangerous drugs; c) maintenance of a den, diver or resort for prohibited drug users; d) manufacture of dangerous drugs; and e) cultivation or culture of plants which are sources of prohibited drugs. Section 22. Additional Penalty if Offender is an Alien. In addition to the penalties therein prescribed, any alien who violates any of the provisions of Articles II and III of this Act shall be deported without further proceedings immediately after service of sentence. Section 23. Criminal Liability of Officers of Partnerships, Corporations, Associations and other Juridical Persons; Liability in Cases Where Vehicles, Vessels or Aircraft or Other Instruments are used to Commit a Crime. In case any violation of this Act is committed by a partnership, corporation, association or any juridical person, the partner, president, director or manager who consents to or knowingly tolerates such violation shall be held criminally liable as a co-principal.

The penalty provided for the offense under this Act shall be imposed upon the partner, president, director, manager, officer or stockholder who knowingly authorizes, tolerates or consents to the use of a vehicle, vessel, or aircraft as an instrument in the importation, sale, delivery, distribution or transportation of dangerous drugs, or to the use of their equipment, machines or other instruments in the manufacture of any dangerous drug, if such vehicle, vessel, aircraft, equipment or other instrument is owned by or under the control or supervision of the partnership, corporation, association or juridical entity to which they are affiliated. Section 24. Penalty for Government Officials and Employees and Officers and Members of Police Agencies and the Armed Forces. The maximum penalties provided for in Sections 3, 4, 5, 6, 8, 9, 11 and 12 of Article II and Sections 14, 15, 16, and 19 of Article III shall be imposed if those found guilty of any of the said offenses are government officials, employees or officers, including members of police agencies and the armed forces. Section 25. Records Required of Pharmacists, Physicians, Veterinarians or Dentists Dispensing or Prescribing Dangerous Drugs, and of Importers, Manufacturers, Wholesalers, Distributors, Dealers and Retailers of Dangerous Drugs. (a) Every pharmacist dealing in dangerous drugs shall maintain and keep an original record of sales, purchases, acquisitions and deliveries of dangerous drugs, indicating therein the license number and address of the pharmacist; the name, address and license of the manufacturer, importer or wholesaler from whom dangerous drugs have been purchased; the quantity and name of the dangerous drugs so purchased or acquired; the date of acquisition or purchase; the name, address and class A residence certificate number of the buyer; the serial number of the prescription and the name of the doctor, dentist, veterinarian or practitioner issuing the same; the quantity and name of the dangerous drug so sold or delivered; and the date of sale or delivery. A certified true copy of such record covering a period of three calendar months, duly signed by the pharmacist or the owner of the drug store or pharmacy, shall be forwarded to the city or municipal health officer within fifteen days following the last day of every quarter of each year. The city or municipal health officer shall forward such records to the Board within fifteen (15) days from receipt thereof. (b) A physician, dentist, veterinarian or practitioner authorized to prescribe any dangerous drug shall issue the prescription therefor in one original and two duplicate copies. The original, after the prescription has been filled, shall be retained by the pharmacist for a period of one year from the date of sale or delivery of such drug. One copy shall be retained by the buyer or by the person to whom the drug is delivered until such drug is consumed, while the second copy shall be retained by the person issuing the prescription. For purposes of this Act, all prescriptions issued by physicians, dentists, veterinarians or practitioners shall be made out on forms exclusively issued by and obtained from the Board. Such forms shall be made of a special kind of paper and shall be distributed in such quantities and contain such information and other data as the Board may, by rules and regulations, require. Such forms shall not be issued by the Board or any of its employees except to license physicians, dentists, veterinarians and practitioners in such quantities, as the Board may authorize. In such emergency cases, however, as the Board may specify in the public interest, prescriptions need not be accomplished on such forms. The prescribing physician, dentist, veterinarian or practitioner shall, within three days after issuing such prescription, inform the Board of the same in writing. No prescription once issued may be refilled.

(c) All manufacturers, wholesalers, distributors, importers, dealers and retailers of dangerous drugs shall keep a record of all sales, purchases, acquisitions and deliveries of dangerous drugs, the names, addresses and licenses of the persons from whom the dangerous drugs were purchased or acquired or to whom such drugs were sold or delivered, the name and quantity of the drugs and the date of the transaction. Section 26. Penalty for a Person Importing Dangerous Drugs by Making Use of a Diplomatic Passport. The penalty of life imprisonment and a fine of thirty thousand pesos shall be imposed upon any person who, unless authorized under this Act, shall import or bring into the Philippines any dangerous drug by making use of a diplomatic passport, diplomatic facilities, or any other means involving his official status intended to facilitate the unlawful entry of dangerous drugs. In addition, the diplomatic passport shall be confiscated and canceled. Section 27. Criminal Liability of Possessor or User of Dangerous Drugs During Social Gatherings. The maximum of the penalties provided for in Section 8, Article II and Section 16, Article III of this Act shall be imposed upon any person found possessing or using any dangerous drug during a party or at a social gathering or in a group of at least five persons possessing or using such drugs.

2. ACT NO. 2590 AN ACT FOR THE PROTECTION OF GAME AND FISH SEC. 7.A permit may be granted by the Secretary of the Interior to any person of good repute, of the age of fifteen years or upward permitting the holder thereof to collect specimens of protected animal life, or the nests or eggs of protected birds, for scientific purposes only. Such a permit shall remain in force for a period of one year only from the date of issue and shall not be transferable. Upon proof that the holder of such a permit has taken or killed any protected creature or taken the nest or eggs of any protected bird for other than a scientific purpose, he shall be subject to the same penalty as if he had no permit. 3. ACT NO. 3983 – AN ACT TO PROTECT WILD FLOWERS AND PLANTS IN THE PHILIPPINE ISLANDS AND TO PRESCRIBE CONDITIONS UNDER WHICH THEY MAY BE COLLECTED, KEPT, SOLD, EXPORTED, AND FOR OTHER PURPOSES Section 1. Except as provided in this Act, it shall be unlawful for any person in the Philippine Islands to take collect, kill, mutilate, or have in his or her possession, living or dead, or to purchase, offer or expose for sale, transport, ship, or export, alive or dead, any protected flowering plant, fern, orchid, lycopod or club moss or other wild plants in the Philippines. 4. REPUBLIC ACT NO. 1288 AN ACT TO REGULATE THE PLANTING, GATHERING OR SELLING OF "TUBLI" AND OTHER POISONOUS PLANTS AND TO PENALIZE ANY VIOLATION THEREOF

Section 1. No person shall plant, gather or sell "tubli" or other poisonous plants or the fruits thereof without a permit duly issued by the Director of the Bureau of Plant Industry, or his duly authorized representative. A nominal fee may be charged for the issuance of such permit. Section 2. The Director of Plant Industry shall promulgate such rules and regulations as he may deem proper and necessary to regulate the planting, gathering or selling of "tubli" and other poisonous plants or the fruits thereof. Section 3. Any person who sells "tubli" or other poisonous plants or the fruits thereof shall immediately submit a report of such sale to the Chief of Police stating the name of the purchaser, quantity sold, the purchase price, and the lawful use intended for the same, who shall in turn forward the same to the Director of Plant Industry. Section 4. Any violation of the provisions of this Act shall be punished by a fine of not more than one hundred pesos or by imprisonment for not more than fifteen days, or by both such fine and imprisonment, in the discretion of the court. Section 5. This Act shall take effect upon its approval.

5. REPUBLIC ACT NO. 428 REPUBLIC ACT NO. 428 – AN ACT TO DECLARE ILLEGAL THE POSSESSION, SALE OR DISTRIBUTION OF FISH OR OTHER AQUATIC ANIMALS STUPEFIED, DISABLED OR KILLED BY MEANS OF DYNAMITE OR OTHER EXPLOSIVE OR TOXIC SUBSTANCES AND PROVIDING PENALTIES THEREFOR Section 1. It shall be unlawful for any person knowingly to possess, sell or distribute, in any place and manner, fish or other aquatic animals stupefied, disabled or killed by means of dynamite or other explosive or toxic substances.

6. ACT NO. 2255 AN ACT PROHIBITING MANUFACTURE, POSSESSION, AND SALE OF DYNAMITE AND OTHER EXPLOSIVES WITHOUT A SPECIAL PERMIT, PROVIDING A PENALTY THEREFORE, AND FOR OTHER PURPOSES. By authority of the United States, be it enacted by the Philippine Legislature, that: Section 1. The manufacture, distribution, storage, use or possession of gunpowder, dynamite, explosives, blasting supplies, or ingredients thereof, except in accordance with the provisions hereof and of Act Numbered Fourteen hundred and ninety-nine,1 as amended, is hereby declared illegal: Provided, however, That nothing herein contained shall be construed to prevent the manufacture, purchase, importation or possession of dynamite, explosives or their ingredients by the Army and Navy of the United States of America: Provided, further, That the Chief of Constabulary may, upon application, under such rules and regulations as may be promulgated by him and approved by the Secretary of the Interior2 issue licenses as follows: (a) Dealer’s license, authorizing the importation, purchase, possession, sale, transfer, and general business handling gunpowder, dynamite, explosives or their ingredients.

(b) Manufacturer’s license, authorizing the manufacture of gunpowder, dynamite, explosives, or their ingredients, or the manufacture and sale of fireworks for use on fiesta days, etc. (c) Purchaser’s license, authorizing the purchase and possession of dynamite, explosives or their ingredients for use in mines, quarries, road construction, wrecking and for use in any other legal and lawful occupation. (d) Foreman’s license, authorizing the purchase and possession of dynamite, explosives, or their ingredients by workmen in mines, quarries, road construction, wrecking or for use in any other legal and lawful public or private works. 7. PRESIDENTIAL DECREE No. 9 October 2, 1972 DECLARING VIOLATIONS OF GENERAL ORDERS NO. 6 AND NO. 7 DATED SEPTEMBER 22, 1972 AND SEPTEMBER 23, 1972, RESPECTIVELY, TO BE UNLAWFUL AND PROVIDING PENALTIES THEREFOR. WHEREAS, pursuant to Proclamation No. 1081 dated September 21, 1972, the Philippines has been placed under a state of martial law; WHEREAS, by virtue of said Proclamation No. 1081, General Order No. 6 dated September 22, 1972 and General Order No. 7 dated September 23, 1972, have been promulgated by me; WHEREAS, subversion, rebellion, insurrection, lawless violence, criminally, chaos and public disorder mentioned in the aforesaid Proclamation No. 1081 are committed and abetted by the use of firearms, explosives and other deadly weapons; NOW, THEREFORE, I, FERDINAND E. MARCOS, Commander-in-Chief of all the Armed Forces of the Philippines, in order to attain the desired result of the aforesaid Proclamation No. 1081 and General Orders Nos. 6 and 7, do hereby order and decree that: 1. Any violation of the aforesaid General Orders Nos. 6 and 7 is unlawful and the violator shall, upon conviction suffer:lawphil.net (a) The mandatory penalty of death by a firing squad or electrocution as a military court/tribunal/commission may direct, if the firearm involved in the violation is unlicensed and is attended by assault upon, or resistance to persons in authority or their agents in the performance of their official functions resulting in death to said persons in authority or their agent; of if such unlicensed firearm is used in the commission of crimes against persons, property or chastity causing the death of the victim, or used in violation of any other General Orders and/or Letters of Instructions Promulgated under said Proclamation No. 1081;] (b) The penalty of imprisonment ranging from twenty years to life imprisonment as a Military Court/Tribunal/Commission may direct, when the violation is not attended by any of the circumstances enumerated under the preceding paragraph; (c) The penalty provided for in the preceding paragraphs shall be imposed upon the owner, president, manager, members of the board of directors or other responsible officers of any public or private firms, companies, corporations or entities who shall willfully or knowingly allow any of the

firearms owned by such firm, company, corporation or entity concerned to be used in violation of said General Orders No. 6 and 7. 2. It is unlawful to possess deadly weapons, including hand-grenades, rifle grenades and other explosives, including, but not limited to, "pill box bombs," "molotov cocktail bombs," "fire bombs," or other incendiary device consisting of any chemical, chemical compound, or detonating agents containing combustible units or other ingredients in such proportion, quantity, packing, or bottling that ignites by fire, by friction, by concussion, by percussion, or by detonation of all or part of the compound or mixture which may cause such a sudden generation of highly heated gases that the resultant gaseous pressures are capable of producing destructive effects on contiguous objects or of causing injury or death of a person; and any person convicted thereof shall be punished by imprisonment ranging from ten to fifteen years as a Military Court/Tribunal/Commission may direct. 3. It is unlawful to carry outside of residence any bladed, pointed or blunt weapon such as "fanknife," "spear," "dagger," "bolo," "balisong," "barong," "kris," or club, except where such articles are being used as necessary tools or implements to earn a livelihood and while being sued in connection therewith; and any person found guilty thereof shall suffer the penalty of imprisonment ranging from five to ten years as a Military Court/Tribunal/Commission may direct. 4. When the violation penalized in the preceding paragraphs 2 and 3 is committed during the commission of or for the purpose of committing, any other crime, the penalty shall be imposed upon the offender in its maximum extent, in addition to the penalty provided for the particular offenses committed or intended to be committed. Done in the City of Manila, this 2nd day of October, in the year of Our Lord, nineteen hundred and seventy-two.

8. REPUBLIC ACT NO. 4254 AN ACT PROVIDING FOR THE ESTABLISHMENT OF AN EMERGENCY HOSPITAL IN THE MUNICIPALITY OF STA. LUCIA, PROVINCE OF ILOCOS SUR, TO BE KNOWN AS THE STA. LUCIA EMERGENCY HOSPITAL, AND AUTHORIZING THE APPROPRIATION OF FUNDS THEREFOR Section 1. There shall be established, under the direct supervision of the Director of Medical Services, an emergency hospital in the Municipality of Sta. Lucia, Province of Ilocos Sur, to be known as the Sta. Lucia Emergency Hospital. Section 2. The sum of two hundred fifty thousand pesos is hereby authorized to be appropriated out of any funds in the National Treasury not otherwise appropriated, for the establishment, operation and maintenance of said hospital during the fiscal year nineteen hundred sixty-six, including the purchase of the site and the construction of buildings thereof. Thereafter, such sum as may be needed for its operation and maintenance shall be included in the annual General Appropriations Act. Section 3. This Act shall take effect upon its approval. Approved, June 19, 1965.

9. RA 8550 (fish and fishery species illegally caught)

Commercial Fishing - the taking of fishery species by passive or active gear for trade, business or profit beyond subsistence or sports fishing, to be further classified as:

1. Small scale commercial fishing - fishing with passive or active gear utilizing fishing vessels of 3.1 gross tons (GT) up to twenty (20) GT; 2. Medium scale commercial fishing - fishing utilizing active gears and vessels of 20.1 GT up to one hundred fifty (150) GT; and 3. Large scale commercial fishing - fishing utilizing active gears and vessels of more than one hundred fifty (150) GT. Commercial scale - a scheme of producing a minimum harvest per hectare per year of milkfish or other species including those raised in pens, cages, and tanks to be determined by the Department in consultation with the concerned sectors.

SEC. 26. Commercial Fishing Vessel License and Other Licenses. - No person shall operate a commercial fishing vessel, pearl fishing vessel or fishing vessel for scientific, research or educational purposes, or engage in any fishery activity, or seek employment as a fishworker or pearl driver without first securing a license from the Department, the period of which shall be prescribed by the Department: Provided, That no such license shall be required of a fishing vessel engaged in scientific research or educational purposes within Philippine waters and pursuant to an international agreement of which the Philippines is a signatory and which agreement defines the status, privileges and obligations of said vessel and its crew and the non-Filipino officials of the international agency under which vessel operates: Provided further, That members of the crew of a fishing vessel used for commercial fishing except the duly licensed and/or authorized patrons, marine engineers, radio operators and cooks shall be considered as fisherfolk: Provided furthermore, That all skippers/master fishers shall be required to undertake an orientation training on detection of fish caught by illegal means before they can be issued their fishworker licenses: Provided finally, That the large commercial fishing vessel license herein authorized to be granted shall allow the licensee to operate only in Philippine waters seven (7) or more fathoms deep, the depth to be certified by the NAMRIA, and subject to the conditions that may be stated therein and the rules and regulations that may be promulgated by the Department.

SEC. 27. Persons Eligible for Commercial Fishing Vessel License. - No commercial fishing vessel license shall be issued except to citizens of the Philippines, partnership or to associations, cooperatives or corporations duly registered in the Philippines at least sixty percent (60%) of the capital stock of which is owned by Filipino citizens. No person to whom a license has been issued shall sell, transfer or assign, directly or indirectly, his stock or interest therein to any person not qualified to hold a license. Any such transfer, sale or assignment shall be null and void and shall not be registered in the books of the association, cooperative or corporation. For purposes of commercial fishing, fishing vessel owned by citizens of the Philippines, partnerships, corporations, cooperatives or associations qualified under this section shall secure Certificates of Philippine Registry and such other documents as are necessary for fishing operations from the

concerned agencies: Provided, That the commercial fishing vessel license shall be valid for a period to be determined by the Department. SEC. 28. Commercial Fishing Vessel Registration. - The registration, documentation, inspection and manning of the operation of all types of fishing vessels plying Philippine waters shall be in accordance with existing laws, rules and regulations.

SEC. 61. Importation and Exportation of Fishery Products. a. Export of fishery products shall be regulated whenever such exportation affects domestic food security and production: Provided, that the exportation of live fish shall be prohibited except those which are hatched or propagated in accredited hatcheries and ponds. b. To protect and maintain the local biodiversity or ensure the sufficiency of domestic supply, spawners, breeders, eggs and fry of bangus, prawn and other endemic species, as may be determined by the Department, shall not be exported or caused to be exported by any person; c. Fishery products may be imported only when the importation has been certified as necessary by the Department, in consultation with the FARMC, and all the requirements of this Code, as well as all existing rules and regulations have been complied with: Provided, That fish imports for canning/processing purposes only may be allowed without the necessary certification, but within the provisions of Section 61 (d) of this Code; and d. No person, shall import and/or export fishery products of whatever size, stage or form for any purpose without securing a permit from the Department. 10. RA 9147 (wildlife) AN ACT PROVIDING FOR THE CONSERVATION AND PROTECTION OF WILDLIFE RESOURCES AND THEIR HABITATS, APPROPRIATING FUNDS THEREFOR AND FOR OTHER PURPOSES ARTICLE ONE General Provision

Section 1. Title. This act shall be known as the "Wildlife Resources Conservation and Protection Act." Section 2. Declaration of Policy. It shall be the policy of the State to conserve the country's wildlife resources and their habitats for sustainability. In the pursuit of this policy, this Act shall have the following objectives: (a) to conserve and protect wildlife species and their habitats to promote ecological balance and enhance biological diversity; (b) to regulate the collection and trade of wildlife; (c) to pursue, with due regard to the national interest, the Philippine commitment to international conventions, protection of wildlife and their habitats; and (d) to initiate or support scientific studies on the conservation of biological diversity.

Section 3. Scope of Application. The provisions of this Act shall be enforceable for all wildlife species found in all areas of the country, including protected areas under Republic Act No. 7586, otherwise known as the National Integrated Protected Areas System (NIPAS) Act, and critical habitats. This Act shall also apply to exotic species which are subject to trade, are cultured, maintained and/or bred in captivity or propagated in the country. Section 4. Jurisdiction of the Department of Environment and Natural Resources and the Department of Agriculture. The Department of Environment and Natural Resources (DENR) shall have jurisdiction over all terrestrial plant and animal species, all turtles and tortoises and wetland species, including but not limited to crocodiles, waterbirds and all amphibians and dugong. The Department of Agriculture (DA) shall have jurisdiction over all declared aquatic critical habitats, all aquatic resources including but not limited to all fishes, aquatic plants, invertebrates and all marine mammals, except dugong. The secretaries of the DENR and the DA shall review, and by joint administrative order, revise and regularly update the list of species under their respective jurisdiction. In the Province of Palawan, jurisdiction herein conferred is vested to the Palawan Council for Sustainable Development pursuant to Republic Act No. 7611. Section 6. Wildlife Information. All activities, as subsequently manifested under this Chapter, shall be authorized by the Secretary upon proper evaluation of best available information or scientific data showing that the activity is, or for a purpose, not detrimental to the survival of the species or subspecies involved and/or their habitat. For this purpose, the Secretary shall regularly update wildlife information through research. Section 7. Collection of Wildlife. Collection of wildlife may be allowed in accordance with Section 6 of this Act:Provided, That in the collection of wildlife, appropriate and acceptable wildlife collection techniques with least or no detrimental effects to the existing wildlife populations and their habitats shall, likewise, be required: Provided, further, That collection of wildlife by indigenous people may be allowed for traditional use and not primarily for trade: Provided, furthermore, That collection and utilization for said purpose shall not cover threatened species:Provided, finally, That Section 23 of this Act shall govern the collection of threatened species. Section 8. Possession of Wildlife. - No person or entity shall be allowed possession of wildlife unless such person or entity can prove financial and technical capability and facility to maintain said wildlife: Provided, That the source was not obtained in violation of this Act. Section 9. Collection and/or Possession of By-Products and Derivatives. By-products and derivatives may be collected and/or possessed: Provided, That the source was not obtained in violation of this Act. Section 10. Local Transport of Wildlife, By-Products and Derivatives. - Local transport of wildlife, byproducts and derivatives collected or possessed through any other means shall be authorized unless the same is prejudicial to the wildlife and public health. Section 11. Exportation and/or Importation of Wildlife. Wildlife species may be exported to or imported from another country as may be authorized by the Secretary or the designated representative, subject to strict compliance with the provisions of this Act and rules and regulations promulgated pursuant thereto: Provided, That the recipient of the wildlife is technically and financially capable to maintain it. Section 12. Introduction, Reintroduction or Restocking of Endemic or Indigenous Wildlife. - The introduction, reintroduction or restocking of endemic and indigenous wildlife shall be allowed only for population enhancement of recovery purposes subject to prior clearance from the Secretary of the authorized representative pursuant to Section 6 of this Act. Any proposed introduction shall be subject to a scientific study which shall focus on the bioecology. The proponent shall also conduct public consultations with concerned individuals or entities.

Section 13. Introduction of Exotic Wildlife. - No exotic species shall be introduced into the country, unless a clearance from the Secretary or the authorized representative is first obtained. In no case shall exotic species be introduced into protected areas covered by Republic Act No. 7586 and to critical habitats under Section 25 hereof. In cases where introduction is allowed, it shall be subject to environmental impact study which shall focus on the bioecology, socioeconomic and related aspects of the area where the species will be introduced. The proponent shall also be required to secure the prior informed consent from the local stakeholders. Section 14. Bioprospecting. - Bioprospecting shall be allowed upon execution of an undertaking by any proponent, stipulating therein its compliance with and commitment(s) to reasonable terms and conditions that may be imposed by the Secretary which are necessary to protect biological diversity. The Secretary or the authorized representative, in consultation with the concerned agencies, before granting the necessary permit, shall require that prior informed consent be obtained by the applicant from the concerned indigenous cultural communities, local communities, management board under Republic Act No. 7586 or private individual or entity. The applicant shall disclose fully the intent and scope of the bioprospecting activity in a language and process understandable to the community. The prior informed consent from the indigenous peoples shall be obtained in accordance with existing laws. The action on the bioprospecting proposal by concerned bodies shall be made within a reasonable period. Upon submission of the complete requirements, the Secretary shall act on the research proposal within a reasonable period. If the applicant is a foreign entity or individual, a local institution should be actively involved in the research, collection and, whenever applicable and appropriate in the technological development of the products derived from the biological and genetic resources. Section 15. Scientific Researches on Wildlife. Collection and utilization of biological resources for scientific research and not for commercial purposes shall be allowed upon execution of an undertaking/agreement with and issuance of a gratuitous permit by the Secretary or the authorized representative: Provided, That prior clearance from concerned bodies shall be secured before the issuance of the gratuitous permit: Provided, further, That the last paragraph of Section 14 shall likewise apply. Section 16. Biosafety - All activities dealing on genetic engineering and pathogenic organisms in the Philippines, as well as activities requiring the importation, introduction, field release and breeding of organisms that are potentially harmful to man and the environment shall be reviewed in accordance with the biosafety guidelines ensuring public welfare and the protection and conservation of wildlife and their habitats. Section 17. Commercial Breeding or Propagation of Wildlife Resources. - Breeding or propagation of wildlife for commercial purposes shall be allowed by the Secretary or the authorized representative pursuant to Section 6 through the issuance of wildlife farm culture permit: Provided, That only progenies of wildlife raised, as well as unproductive parent stock shall be utilized for trade: Provided, further: That commercial breeding operations for wildlife, whenever appropriate, shall be subject to an environmental impact study. Section 18. Economically Important Species. The Secretary, within one (1) year after the effectivity of this Act, shall establish a list of economically-important species. A population assessment of such species shall be conducted within a reasonable period and shall be regularly reviewed and updated by the Secretary. The Collection of certain species shall only be allowed when the results of the assessment show that, despite certain extent of collection, the population of such species can still remain viable and capable of

recovering its numbers. For this purpose, the Secretary shall establish a schedule and volume of allowable harvests. Whenever an economically important species become threatened, any form of collection shall be prohibited except for scientific, educational or breeding/propagation purposes, pursuant to the provisions of this Act. Section 19. Designation of Management and Scientific Authorities for International Trade in Endangered Species of Wild Fauna and Flora. For the implementation of International agreement on international trade in endangered species of wild fauna and fora, the management authorities for terrestrial and aquatic resources shall be the Protected Areas and Wildlife Bureau (PAWB) of the DENR and the Bureau of Fisheries and Aquatic Resources (BFAR) of the DA, respectively and that in the Province of Palawan the implementation hereof is vested to the Palawan Council for Sustainable Development pursuant to Republic Act No. 7611. To provide advice to the management authorities, there shall be designated scientific authorities for terrestrial and aquatic/marine species. For the terrestrial species, the scientific authorities shall be the Ecosystems Research and Development Bureau (ERDB) of the DENR, the U.P. Institute of Biological Sciences and the National Museum and other agencies as may be designated by the Secretary. For the marine and aquatic species, the scientific authorities shall be the BFAR, the U.P. Marine Science Institute, U.P. Visayas, Siliman University and the National Museum and other agencies as may be designated by the Secretary: Provided, That in the case of terrestrial species, the ERDB shall chair the scientific authorities, and in the case of marine and aquatic species, the U.P. Marine Science Institute shall chair the scientific authorities. Section 20. Authority of the Secretary to Issue Permits. - The Secretary or the duly authorized representative, in order to effectively implement this Act, shall issue permits/certifications/clearances with corresponding period of validity, whenever appropriate, which shall include but not limited to the following: (1)

Wildlife farm or culture permit

3 to 5 years;

(2)

Wildlife collector's permit

1 to 3 years;

(3)

Gratuitous permit

1 year;

(4)

Local transport permit

1 to 3 months; and

(5)

Export/Import/Reexport permit

1 to 6 months.

These permits may be renewed subject to the guidelines issued by the appropriate agency and upon consultation with concerned groups. Section 21. Fees and Charges. - Reasonable fees and charges as may be determined upon consultation with the concerned groups, and in the amount fixed by the Secretary shall be imposed for the issuances of permits enumerated in the preceding section. For the export of wildlife species, an export permit fee of not greater than three percentum (3%) of the export value, excluding transport costs, shall be charged: Provided, however, That in the determination of aforesaid fee, the production costs shall be given due consideration. Cutflowers, leaves and the like, produced from farms shall be exempted from the said export fee: Provided, further, That fees and charges shall be reviewed by the Secretary every two (2) years or as the need arises and revise the same accordingly, subject to consultation with concerned sectors. CHAPTER ILLEGAL ACTS

IV

Section 27. Illegal Acts. - Unless otherwise allowed in accordance with this Act, it shall be unlawful for any person to willfully and knowingly exploit wildlife resources and their habitats, or undertake the following acts; (a) killing and destroying wildlife species, except in the following instances; (i) when it is done as part of the religious rituals of established tribal groups or indigenous cultural communities; (ii) when the wildlife is afflicted with an incurable communicable disease; (iii) when it is deemed necessary to put an end to the misery suffered by the wildlife; (iv) when it is done to prevent an imminent danger to the life or limb of a human being; and (v) when the wildlife is killed or destroyed after it has been used in authorized research or experiments. (b) inflicting injury which cripples and/or impairs the reproductive system of wildlife species; (c) effecting any of the following acts in critical habitat(s) (i) dumping of waste products detrimental to wildlife; (ii) squatting or otherwise occupying any portion of the critical habitat; (iii) mineral exploration and/or extraction; (iv) burning; (v) logging; and (vi) quarrying (d) introduction, reintroduction or restocking of wildlife resources; (e) trading of wildlife; (f) collecting, hunting or possessing wildlife, their by-products and derivatives; (g) gathering or destroying of active nests, nest trees, host plants and the like; (h) maltreating and/or inflicting other injuries not covered by the preceding paragraph; and (i) transporting of wildlife.

II.

CAPACITY TO BUY OR SELL (Article 1489-1492) A. Article 1490

67. G.R. No. L-60174 February 16, 1983 EDUARDO FELIPE, HERMOGENA V. FELIPE AND VICENTE V. FELIPE, petitioners, vs.

HEIRS OF MAXIMO ALDON, NAMELY: GIMENA ALMOSARA, SOFIA ALDON, SALVADOR ALDON, AND THE HONORABLE COURT OF APPEALS, respondents. FACTS Maximo Aldon married Gimena Almosara in 1936. The spouses bought several pieces of land and the lands were divided into three lots. Afterwards, Gimena Almosara sold the lots to the spouses Eduardo Felipe and Hermogena V. Felipe. The sale was made without the consent of her husband, Maximo. Later on, the heirs of Maximo Aldon, namely his widow Gimena and their children Sofia and Salvador Aldon, filed a complaint in the Court of First Instance of Masbate against the Felipes. The respondents asserted that they had orally mortgaged the same to the defendants; and an offer to redeem the mortgage had been refused so they filed the complaint in order to recover the three parcels of land. On the other hand, the defendants asserted that they had acquired the lots from the plaintiffs by purchase and subsequent delivery to them. The RTC ruled in favor of the defendants but the Court of Appeals set aside the decision of the lower court contending that the defendants should surrender the lot to the plaintiffs.

ISSUE Whether or not sale made by Gimena is a defective contract but of what category? RULING It is voidable. The voidable contracts are "[T]hose where one of the parties is incapable of giving consent to the contract." In the instant case-Gimena had no capacity to give consent to the contract of sale. The capacity to give consent belonged not even to the husband alone but to both spouses. The view that the contract made by Gimena is a voidable contract is supported by the legal provision that contracts entered by the husband without the consent of the wife when such consent is required, are annullable at her instance during the marriage and within ten years from the transaction questioned. (Art. 173, Civil Code.) Gimena's contract is not rescissible for in such contract all the essential elements are untainted but Gimena's consent was tainted. Neither can the contract be classified as unenforceable because it does not fit any of those described in Art. 1403 of the Civil Code. And finally, the contract cannot be void or inexistent because it is not one of those mentioned in Art. 1409 of the Civil Code. By process of elimination, it must perforce be a voidable contract. The voidable contract of Gimena was subject to annulment by her husband only during the marriage because he was the victim who had an interest in the contract. Gimena, who was the party responsible for the defect, could not ask for its annulment. Their children could not likewise seek the annulment of the contract while the marriage subsisted because they merely had an inchoate right to the lands sold.

68. CASTILLO VS CASTILLO GR NO. L-18238 JANUARY 22, 1980

FACTS: Ysidro C. Castillo died on October 15, 1947 leaving as his heirs his wife Enriqueta Katigbak and their nine children Intestate proceedings for the settlement of the deceased's estate were instituted and in January, 1948, Enriqueta was appointed administratrix. On June 21, 1948, she filed an inventory of the properties as well as the obligations left by the deceased. However, on November 11, 1948, Enriquetta submitted a project of partition, stating that the properties which constituted the residuary hereditary estate of the deceased Ysidro are: (1) 38 parcels of land which are properties brought to the marriage by the deceased Ysidro and (2) 19 parcels of land which are conjugal properties of the spouses. Under said project of partition, all the 38 parcels of land brought by the deceased into the marriage and 4 parcels of the conjugal properties were adjudicated to all the nine children in equal shares, pro-indiviso; 8 parcels of the conjugal properties were adjudicated to the widow as her share in the conjugal partnership and the remaining 7 parcels given in usufruct to the widow. Despite approval of the project of partition and the closing of the intestate proceedings, the properties remained under the administration of Enriqueta. On February 4, 1960, after an extrajudicial demand for partition failed, herein plaintiff-appellant Zenaida K. Castillo, filed an action for partition with accounting and receivership against her mother Enriqueta and siblings alleging that the project of partition omitted to include certain properties acquired by the defendants using community funds in their acquisition, she prayed that said properties be divided and partitioned accordingly. ISSUE: Whether or not lower court erred when it held that the money used in the purchase of 1/2 of the land covered by Exhibit Plaintiff 2 below to the spouses Ysidro C. Castillo and Enriqueta Katigbak and therefore, erred when it ordered that the same be partitioned as a conjugal partnership property HELD: We find no error in the lower court's ruling that the money used in the purchase of ½ of the land covered by Exhibit Plaintiff 2 belonged to the spouses Ysidro C. Castillo and Enriqueta Katigbak and ordering that such land be partitioned as conjugal partnership property. We must here underscore the specific rule in our civil law that all properties of the marriage shall be presumed conjugal unless it be proved that they belong exclusively to either of the spouses. To rebut or overcome this presumption, there must be clear, convincing and satisfactory proof that this consideration of the sale was paid by only one of the spouses and from her exclusive or separate property. The document in question, Exhibit Plaintiff 2, is a public instrument valid and binding even as against third parties, the said deed of sale having been duly registered in the Register of Deeds on June 23, 1947. The Register of Deeds has duly certified that said deed of sale was duly recorded in the Registration Book under Act 3344. It needs no further argumentation to hold that the defendants-appellants' gratuitous testimony cannot prevail over

the recitals in said public instrument, for it must be here reiterated that: A recital in a public instrument celebrated with all the legal formalities under the safeguard of a notarial certificate is evidence against the parties and a high degree of proof is necessary to overcome the legal presumption that such recital is true. (Valencia v. Tantoco, et al., 99 Phil. 824). 69. UY SIU PIN VS CANTOLLAS 70 PHIL. 55 JUNE 20, 1940 FACTS: Sps. Pedro Velegaño and Casimira Cantollas were indebted to El Hogar Filipino in the sum of P2,000 secured by a mortgage on certain land. Upon the death of Pedro Velegaño in the same year, there remained an unpaid balance of P1,300. Thus, Cantollas entered into a contract with the petitioner wherein the latter will possess and enjoy the land in exchange of paying the former‘s debt to El Hogar. The payments thus made amounted to P600 up to July, 1933, when Uy Siu Pin ceased to make further payments to El Hogar Filipino , as a result of which the latter foreclosed the mortgage which it held on the land in question which was then in the possession of Uy Siu Pin by reason of the agreement between him and Casimira and Blas already above referred to. In the foreclosure sale, the land was bought by El Hogar Filipino for P1,062.66. The mortgage debtors, Casimira and Blas, having failed to redeem the land within the statutory period, a final deed of sale was issued in favor of El Hogar Filipino on December 24, 1934. On December 26, 1934 the latter sold the aforesaid land to Uy Siu Pin for P1,198.17. On December 28, 1934 Uy Siu Pin in turn sold the land to his wife Chua Hue in consideration of P4,000. Transfer certificate of title No. 8446 was issued in favor of Uy Siu Pin but it was later cancelled by a new transfer certificate of title No. 8447, issued in the name of Chua Hue. ISSUE: Whether or not Court of Appeals erred in declaring null and void the sale of the land in question in favor of the petitioner Chua Hue HELD: t cannot be contended with fairness that Uy Siu Pin acquired the land in his own right from El Hogar Filipino after the latter had foreclosure the mortgage thereon, because the foreclosure was brought about by his own failure to pay, as stipulated in the contract Exhibit A, the indebtedness of Casimira and Blas. Neither could the latter be blamed for their failure to redeem the land from El Hogar Filipino after the foreclosure sale, for the reason that they had the perfect right to rely on their contract with Uy Siu Pin. In any event, whether we consider Uy Siu Pin as having purchased the land from El Hogar Filipino in his own right, and not on behalf of Casimira Cantollas and Blas Velegaño, he is still bound, under the circumstances of this case, to reconvey the same to Casimira and Blas after the expiration of the period stipulated in the existing contract Exhibit A. It is pretended, however, that the obligations assumed by Uy Siu Pin under Exhibit A have been validly extinguished when "he returned the possession of the property in question to the debtors Casimira Cantollas and Blas Velegaño." Against this pretension there is the finding of fact of the Court of Appeals, not capable of review by us in the

present proceedings, that Uy Siu Pin has remained in possession of the land since April 2, 1932. The sale from Uy Siu Pin to his wife Chua Hue is null and void not only because the former had no right to dispose of the land in controversy in view of the existence of the contract but because such sale comes within the prohibition of article 1458 of the Civil Code. It is not necessary to dwell upon the sale from Chua Hue to the intervenor Juan Magbajos, as the latter has not appealed from the decision complained of by the petitioners.

70. COOK VS MCMICKING 27 PHIL 10 MARCH 3, 1914 FACTS: The complaint alleges that the plaintiff is the wife of Edward Cook; that she is the absolute owner of a piece of square meters in area, and that the same is registered in her name under the Torrens Law by certificate No. 130; that on the 15th of June 1912, a judgment was entered against Edward Cook, plaintiff's husband, for the sum of P10,000 in the CFI; that by virtue of said judgment an execution was issued on the 10th of July of that year and levied upon the land described in the complaint as belonging to the plaintiff and that the same was advertised for sale on the 8th of August at 9 o' clock in the morning. After other allegations appropriate to an action of this kind, plaintiff prays from an junction permanently prohibiting the defendants from selling the said land. It is claimed by the appellants that the so-called transfer from plaintiff's husband to her was completely void under article 1458 of the Civil Code and that, therefore, the property still remains the property of Edward Cook and subject to levy under execution against him. ISSUE: Whether or not the contention of the petitioner is tenable HELD: In our opinion the position taken by appellants is untenable. They are not in the position the challenge the validity of the transfer, if it may be called such. They bore absolutely no relation to the parties to the transfer at the time it occurred and had no rights or interest inchoate, present, remote, or otherwise, in the property in question at the time the transfer occurred. Although certain transfers from husband to wife or from wife to husband are prohibited in the article referred to, such prohibition can be taken advantage of only two person who bear such a relation to the parties making the transfer with their rights or interest. Unless such a relationship appears the transfer cannot be attacked. 71. MEDINA VS CIR 1 SCRA 302 JANUARY 28, 1961 FACTS:

On 20 May 1944, Antonio Medina married Antonia Rodriguez. Before 1946, the spouses had neither property nor business of their own. Later, however, Antonio acquired forest concessions in the municipalities of San Mariano and Palanan, Isabela. In 1949, Antonia started to engage in business as a lumber dealer, and up to around1952, Antonio sold to her almost all the logs produced in his San Mariano concession. Antonia, in turn, sold in Manila the logs bought from her husband through the same agent, Mariano Osorio. The proceeds were either received by Osorio for Antonio or deposited by said agent in Antonio‟s current account with the PNB. On the thesis that the sales made by Antonio to his wife were null and void pursuant to the provisions of Article 1490 of the Civil Code of the Philippines, the Collector considered the sales made by Antonia as Antonio‟s original sales taxable under Section 186 of the National Internal Revenue Code and, therefore, imposed a tax assessment on Antonio. On 30 November 1963,Antonio protested the assessment; however, the Collector insisted on his demand. On 9 July 1954, Antonio filed a petition for reconsideration, revealing for the first time the existence of an alleged premarital agreement of complete separation of properties between him and his wife, and contending that the assessment for the years 1946 to 1952 had already prescribed. After one hearing, the Conference Staff of the Bureau of Internal Revenue eliminated the 50% fraud penalty and held that the taxes assessed against him before 1948 had already prescribed. Based on these findings, the Collector issued a modified assessment, demanding the payment of only P3,325.68. Thus, this review. ISSUE: Whether or not the sales in question made by petitioner to his wife were fictitious, simulated, and not bona fide HELD: The petitioner argues that the prohibition to sell expressed under Article 1490 of the Civil Code has no application to the sales made by said petitioner to his wife, because said transactions are contemplated and allowed by the provisions of Articles 7 and 10 of the Code of Commerce. But said provisions merely state, under certain conditions, a presumption that the wife is authorized to engage in business and for the incidents that flow therefrom when she so engages therein. But the transactions permitted are those entered into with strangers, and do not constitute exceptions to the prohibitory provisions of Article 1490 against sales between spouses. Contracts violative of the provisions of Article 1490 of the Civil Code are null and void Being void transactions, the sales made by the petitioner to his wife were correctly disregarded by the Collector in his tax assessments that considered as the taxable sales those made by the wife through the spouses' common agent, Mariano Osorio.

72. MANONSONG VS ESTIMO 404 SCRA 683 GR NO. 136773 JUNE 25, 2003 FACTS: Allegedly, Guevarra inherited a property from Justina Navarro, which is now under possession of the heirs of Guevarra. Guevarra had six children, one of them is Vicente Lopez, the father of

petitioner Manongson. The respondents, the Jumaquio sisters and Leoncia Lopez claimed that the property was actually sold to them by Justina Navarro prior to her death. The respondents presented the deed of sale. The petitioners filed a complaint praying for the partition and award to them of an area equivalent to 1/5 by right of representation. RTC ruled that the conveyance made by Justina Navarro is subject to nullity because the property conveyed had a conjugal character and that Guevarra as her compulsory heir should have the legal right to participate with the distribution of the estate under question to the exclusion of others. The deed of sale did not at all provide for the reserved legitime or the heirs, and, therefore it has no force and effect against Guevarra and should 'e declared a nullity ab initio. ISSUE: Whether petitioners were able to prove that Manongsong is a co-owner of the Property and therefore entitled to demand for its partition HELD: There was no evidence presented to establish that Navarro acquired the Property during her marriage. There is no basis for applying the presumption under Article 160 of the Civil Code to the present case. On the contrary, Tax Declaration No. 911 showed that, as far back as in 1949, the Property was declared solely in Navarro‘s name.This tends to support the argument that the Property was not conjugal. We likewise find no basis for the trial court‘s declaration that the sale embodied in the Kasulatan deprived the compulsory heirs of Guevarra of their legitimes. As opposed to a disposition inter vivos by lucrative or gratuitous title, a valid sale for valuable consideration does not diminish the estate of the seller. When the disposition is for valuable consideration, there is no diminution of the estate but merely a substitution of values, that is, the property sold is replaced by the equivalent monetary consideration. Under Article 1458 of the Civil Code, the elements of a valid contract of sale are: (1) consent or meeting of the minds; (2) determinate subject matter and (3) price certain in money or its equivalent. The presence of these elements is apparent on the face of the Kasulatan itself. The Property was sold in 1957 for P250.00

A. Articles 1491 & 1492

73. GODINEZ VS FONG GR NO. L-36731 JANUARY 27, 1983 FACTS: The petitioner‘s parents acquired a parcel land which was sold, for valuable consideration, to the respondent who is a Chinese citizen. The respondent executed a power of attorney to another Chinese citizen who conveyed such land to Navata who, with full knowledge that Fong

is Chinese citizen and under the law is prohibited and disqualified to acquire a real property. The petitioners filed a complaint before CFI praying to be adjudged as owners of the land. The petitioner contends that the TCT issued to Fong was null and void because the transaction constitutes a non-existent contract since it violates applicable provisions of the Constitution and the Civil Code. ISSUE: Whether or not the heirs of a person who sold a parcel of land to an alien in violation of a constitutional prohibition may recover the property if it had, in the meantime, been conveyed to a Filipino citizen qualified to own and possess it HELD: he Krivenko ruling that "under the Constitution aliens may not acquire private or agricultural lands, including residential lands" is a declaration of an imperative constitutional policy. Consequently, prescription may never be invoked to defend that which the Constitution prohibits. However, we see no necessity from the facts of this case to pass upon the nature of the contract of sale executed by Jose Godinez and Fong Pak Luen whether void ab initio, illegal per se or merely pro-exhibited.** It is enough to stress that insofar as the vendee is concerned, prescription is unavailing. But neither can the vendor or his heirs rely on an argument based on imprescriptibility because the land sold in 1941 is now in the hands of a Filipino citizen against whom the constitutional prescription was never intended to apply. The lower court erred in treating the case as one involving simply the application of the statute of limitations. From the fact that prescription may not be used to defend a contract which the Constitution prohibits, it does not necessarily follow that the appellants may be allowed to recover the property sold to an alien. As earlier mentioned, Fong Pak Luen, the disqualified alien vendee later sold the same property to Trinidad S. Navata, a Filipino citizen qualified to acquire real property. Herrera v. Luy Kim Guan (SCRA 406) reiterated the above ruling by declaring that where land is sold to a Chinese citizen, who later sold it to a Filipino, the sale to the latter cannot be impugned. In the light of the above considerations, we find the second and third assignments of errors without merit. Respondent Navata, the titled owner of the property is declared the rightful owner. 74. GAN TINGCO VS PABINGUIT GR NO. 10439 OCTOBER 17, 1916 FACTS: Acabo sold parcels of land to the petitioner. However, the land was in possession of the respondent alleges certain rights therein. Her claims o have purchased them from Faustino Abad; that Abad had become their owner through purchase from Henry Gardner; that the latter,

in turn, had owned them by reason of having purchased them for P555 at a public auction. Gardner was a justice of peace at that time. CFI declared the petitioners as the owner of such lands and ordered the respondents to restore the former its possession. The respondent, however, appealed contending that notwithstanding the sale of the land at the public auction, Acabo did not ceased to be the owner of the properties because of the irregularities and defect in the auction. ISSUE: Whether or not the respondent‘s contention is correct HELD: If under the law Gardner was prohibited from acquiring the ownership of Acabo's lands, then he could not have transmitted to Faustino Abad the right of ownership that he did not possess; nor could Abad, to whom this alleged ownership had not been transmitte, have conveyed the same to Pabinguit. What Gardner should have done in view of the fact that the sale, as he finally acknowledged, was void, was to claim the price that had been deposited in court, and the justice of the peace of Guijulngan should have declared the auction void and have ordered a new sale to be held, besides correcting the errors that had been committed in the proceedings. To the reasons already stated, there is to be added the additional one, with respect to the sale made by Faustino Abad to Silvino Pabinguit, that Abad was a minor at the time — a circumstance that deprived him of capacity to sell (Civil Code, art. 1263). Abad had no ownership to transmit to anyone and, besides, he had no personality to enable him to contract by himself, on account of his lack of legal age. Sanchez, the sheriff, the sole notary who certified all these deeds of conveyance in order that Pabinguit might become owner of those coconut lands with which his own lands adjoined, was in such a hurry that, as he testified at the trial, on the very same day of the auction he had already executed in behalf of Henry Gardner the final deed of sale of the said lands, without allowing time for their possible redemption. Section 466 of Act No. 190 prescribes that if redemption has not been requested, this deed is to be executed within the twelve months subsequent to the sale. This court finds no reason whatever why it should not affirm the judgment appealed from. It is therefore hereby affirmed with the costs of this instance against the appellant. 75. DISTAJO VS CA GR NO. 112954 AUGUST 25, 2000 FACTS: Abiertas designated one of her sons, Rufu, to be the administrator of the parcels of land that she owned. She, then, sold portions of her lot to her children, one of which was sold to Rufu. Likewise, Abiertra‘s brother sold some lot to Rufu. Upon Abietra‘s death, the latter‘s siblings demanded possession of the land owned by Rufu. Upon his refusal, they filed before RTC a complaint for recovery of possession and partition. RTC dismissed the complaint. But the

petitioners allege that Rufu cannot acquire the parcels of land because the Civil Code prohibits the administrator from acquiring the same. ISSUE: Whether or not the contention of the petitioners are correct HELD: Under paragraph (2) of 1491, the prohibition against agents purchasing property in their hands for sale or management is not absolute. It does not apply if the principal consents to the sale of the property in the hands of the agent or administrator. In this case, the deeds of sale signed by Iluminada Abiertas shows that she gave consent to the sale of the properties in favor of her son, Rufo, who was the administrator of the properties. Thus, the consent of the principal Iluminada Abiertas removes the transaction out of the prohibition contained in Article 1491(2). Petitioner also alleges that Rufo Distajo employed fraudulent machinations to obtain the consent of Iluminada Abiertas to the sale of the parcels of land. However, petitioner failed to adduce convincing evidence to substantiate his allegations.

76. FEDERICO N. RAMOS VS PATRICIO A. NGASEO A.C. NO. 6210 DECEMBER 9, 2004 FACTS: Ramos engaged the respondet‘s services as a counsel in a case involving a piece of land. After the CA rendered a favorable judgment ordering the land to be returned to Ramos, the respondent sent a demand letter asking for the delivery of such land which the former has allegedly promised as payment for her services. As a result, Ramos filed before IBP for violation the Code for Professional Responsibility for demanding the delivery of such land. Respondent argues that he did not violate Article 1491 of the Civil Code because when he demanded the delivery of the land which was offered and promised to him in lieu of the appearance fees, the case has been terminated, when the appellate court ordered the return of the 2-hectare parcel of land to the family of the complainant. Respondent further contends that he can collect the unpaid appearance fee even without a written contract on the basis of the principle of quantum meruit. ISSUE: Whether or not the contention of the respondent is correct HELD: Under Article 1491(5) of the Civil Code, lawyers are prohibited from acquiring either by purchase or assignment the property or rights involved which are the object of the litigation in which they intervene by virtue of their profession.[7] The prohibition on purchase is all

embracing to include not only sales to private individuals but also public or judicial sales. The rationale advanced for the prohibition is that public policy disallows the transactions in view of the fiduciary relationship involved, i.e., the relation of trust and confidence and the peculiar control exercised by these persons.[8] It is founded on public policy because, by virtue of his office, an attorney may easily take advantage of the credulity and ignorance of his client and unduly enrich himself at the expense of his client.[9] However, the said prohibition applies only if the sale or assignment of the property takes place during the pendency of the litigation involving the client‘s property. Consequently, where the property is acquired after the termination of the case, no violation of paragraph 5, Article 1491 of the Civil Code attaches. Invariably, in all cases where Article 1491 was violated, the illegal transaction was consummated with the actual transfer of the litigated property either by purchase or assignment in favor of the prohibited individual. In the instant case, there was no actual acquisition of the property in litigation since the respondent only made a written demand for its delivery which the complainant refused to comply. Mere demand for delivery of the litigated property does not cause the transfer of ownership, hence, not a prohibited transaction within the contemplation of Article 1491. Even assuming arguendo that such demand for delivery is unethical, respondent‘s act does not fall within the purview of Article 1491. The letter of demand dated January 29, 2003 was made long after the judgment in Civil Case No. SCC-2128 became final and executory on January 18, 2002. 77. WOLFSON VS ESTATE OF MARTINEZ 20 PHIL. 340 OCTOBER 13, 1911 FACTS: On the 29th day of January, 1906, a judgment was entered in this court by Hon. John C. Sweeney, one of the judges thereof, in favor of Mariano Yap-Tuangco against the deceased Francisco Martinez for the sum of twelve thousand pesos; That there was a contract agreement between the plaintiff in that judgment and the above mentioned Joseph N. Wolfson and one Basilio Regalado y Mapa should have as their fees for prosecuting the case fifty per cent of whatever amount might be obtained; That subsequently said Mapa assigned his interest in said contract to the said Wolfson; That subsequently and on the 18th day of June, 1907, the plaintiff Mariano Yap-Tuangco, for value received, sold and transferred and delivered to said Wolfson all his right, title and interest in and o the aforementioned judgment ISSUE: Whether or not under the provisions of article 1459 of the Civil Code the plaintiff, Joseph N. Wolfson, was prohibited from purchasing the judgment of his client in such manner and to such extent that the contract of which such purchase was a part was absolutely null and void and could be attacked by a person not a party to the transaction

HELD: The judgment appealed from in so far as it declares that the instrument of dissolution of the partnership between A and B was null and void for the reason that the plaintiff was not bound, either principally or subsidiarily, by the said instrument, is contrary to the provisions of article 1302 of the Civil Code. Even if the sale of the judgment in question is found comprehended within the prohibition of article 1459, a question which we do not now decide, still the defendant is not entitled to invoke the terms of said article for the reason, above stated, that such prohibition is personal to the parties to the contract, being available only to them or their representatives 78. OLAGUER VS PURUNGGANAN JR. 515 SCRA 460 (2007) GR. NO. 158907 FACTS: The respondent was the owner of shares of stocks of Business Day Corp. He was active in the political opposition against Marcos dictatorship. Anticipating the possibility of his arrest and detention by the military, he executed a SPS appointing his attorneys-in-fact Locsin, Joaquin and Hofileña for the purpose of selling or transferring his shares of stocks with Business day. During the trial, petitioner testified that he agreed to execute the SPA in order to cancel his shares of stock, even before they are sold, for the purpose of concealing that he was a stockholder of Businessday, in the event of a military crackdown against the opposition. The parties acknowledge the SPA before Emilio Purugganan, the corporate Secretary and the notary public. Then, he was arrested. When he was released from detention, he discovered that he was no longer registered as stockholder. He demanded that respondents restore to him full ownership , but they refused to do so. He filed a complaint before RTC against Purugganan and Locsin to declare as illegal the sale of the shares of stock. He alleged that respondent exceeded his authority under the SPA. SPA only applied in absence and incapacity .RTC dismissed and found the sale of shares between him and respondent Locsin was valid. ISSUE: Whether or not the CA erred in ruling that there was perfected sale HELD: Petitioner sought to impose a strict construction of the SPA by limiting the definition of the word ABSENCE to a condition wherein a person disappears from his domicile, his whereabouts being unknown without leaving an agent to administer his property. Incapacity for the petitioner would be limited to mean ―minority, insanity, imbecility, the state of being deaf-mute, prodigality and civil interdiction. He claims that his arrest and subsequent detention are not among the instances covered by the terms absence and incapacity as provided in the SPA in favor of Locsin. It is a general rule the SPA must be strictly construed, however, the rule is not absolute and should not be applied to the extent of destroying the very purpose of the power. He already

authorized agents to do specific acts of administration and no longer necessitated the appointment of one by the court. 79. MAHARLIKA PUBLISHING CORP VS TAGLE GR NO. 65594 JULY 9, 1986 FACTS GSIS owned a parcel of land with a building and printing equipment in Paco, Manila. It was sold to Maharlika in a Conditional Contract of Sale with the stipulation that if Maharlika failed to pay monthly installments in 90 days, the GSIS would automatically cancel the contract. Because Maharlika failed to pay several monthly installments, GSIS demanded that Maharlika vacate the premises. Even though Maharlika refused to do so, the GSIS published an advertisement inviting the public to bid in a public auction. A day before the scheduled bidding, Adolfo Calica, the President of Maharlika, gave the GSIS head office 2 checks worth 11,000 and a proposal for a compromise agreement. The GSIS General Manager Roman Cruz gave a not to Maharlika saying ―Hold Bidding. Discuss with me.‖ However, the public bidding took place as scheduled and the property was subsequently awarded to Luz Tagle, the wife of the GSIS Retirement Division Chief. Maharlika demanded that the sale be considered null and void, as Mrs. Tagle should have been disqualified from bidding for the GSIS property. RTC and CA both ruled that the Tagles were entitled to the property and Maharlika should vacate the premises. ISSUE Whether or not the respondents are entitled to the property HELD NO. The sale to them was against public policy. First of all, the GSIS head office was stopped from claiming that they did not give the impression to Maharlika that they were accepting the proposal for a compromise agreement. The act of the general manager is binding on GSIS. Second, Article 1491 (4) of the CC provides that public officers and employees are prohibited from purchasing the property of the state or any GOCC or institution, the administration of which has been entrusted to them cannot purchase, even at public or judicial auction, either in person or through the mediation of another. The SC held that as an employee of the GSIS, Edilberto Tagle and his wife are disqualified from bidding on the property belonging to the GSIS because it gives the impression that there was politics involved in the sale. It is not necessary that actual fraud be shown, for a contract which tends to injure the public service is void although the parties entered into it honestly and proceeded under it in good faith

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I.

ASSIGNMENT OF CREDITS AND OTHER INCORPOREAL RIGHTS

A. ARTICLES 1624-1635 B. RA 3952 THE BULK SALES LAW (as amended) AN ACT TO REGULATE THE SALE, TRANSFER, MORTGAGE OR ASSIGNMENT OF GOODS, WARES, MERCHANDISE, PROVISIONS OR MATERIALS, IN BULK, AND PRESCRIBING PENALTIES FOR THE VIOLATION OF THE PROVISIONS THEREOF

Section 1. This Act shall be known as "The Bulk Sales Law." Sec. 2. Sale and transfer in bulk. — Any sale, transfer, mortgage or assignment of a stock of goods, wares, merchandise, provisions, or materials otherwise than in the ordinary course of trade and the regular prosecution of the business of the vendor, mortgagor, transferor, or assignor, or sale, transfer, mortgage or assignment of all, or substantially all, of the business or trade theretofore conducted by the vendor, mortgagor, transferor, or assignor, or of all, or substantially all, of the fixtures and equipment used in and about the business of the vendor, mortgagor, transferor, or assignor, shall be deemed to be a sale and transfer in bulk, in contemplation of this Act: Provided, however, That if such vendor, mortgagor, transferor or assignor, produces and delivers a written waiver of the provisions of this Act from his creditors as shown by verified statements, then, and in that case, the provisions of this section shall not apply. Sec. 3. Statement of creditors. — It shall be the duty of every person who shall sell, mortgage, transfer, or assign any stock of goods, wares, merchandise, provisions or materials in bulk, for cash or on credit, before receiving from the vendee, mortgagee, or his, or its agent or representative any part of the purchase price thereof, or any promissory note, memorandum, or other evidence therefor, to deliver to such vendee, mortgagee, or agent, or if the vendee, mortgagee, or agent be a corporation, then to the president, vice-president, treasurer, secretary or manager of said corporation, or, if such vendee or mortgagee be a partnership firm, then to a member thereof, a written statement, sworn to substantially as hereinafter provided, of the names and addresses of all creditors to whom said vendor or mortgagor may be indebted, together with the amount of indebtedness due or owing, or to become due or owing by said vendor or mortgagor to each of said creditors, which statement shall be verified by an oath to the following effect: PHILIPPINE ISLANDS PROVINCE OR CITY OF _________________} Before me, the undersigned authority, personally appeared __________________ (vendor, mortgagor, agent or representative, as the case may be), bearing cedula No. ____________ issued at ___________ on the day of _____________ who, by me being first duly sworn, upon his oath, deposes and states that the foregoing statement contains the names of all of the

creditors of ________________ (vendor, or mortgagor) together with their addresses, and that the amount set opposite each of said respective names, is the amount now due and owing, and which shall become due and owing by _____________ (vendor or mortgagor) to such creditors, and that there are no creditors holding claims due or which shall become due, for or on account of goods, wares, merchandise, provisions or materials purchased upon credit or on account of money borrowed, to carry on the business of which said goods, wares, merchandise, provisions or materials are a part, other than as set forth in said statement. ______________________ Subscribed and sworn to before me this _______ day of ______, 19___, at ________ Sec. 4. Fraudulent and void sale, transfer or mortgage. — Whenever any person shall sell, mortgage, transfer, or assign any stock of goods, wares, merchandise, provisions or materials, in bulk, for cash or on credit, and shall receive any part of the purchase price, or any promissory note, or other evidence of indebtedness for said purchase price or advance upon mortgage, without having first delivered to the vendee or mortgagee or to his or its agent or representative, the sworn statement provided for in section three hereof, and without applying the purchase or mortgage money of the said property to the pro rata payment of the bona fide claim or claims of the creditors of the vendor or mortgagor, as shown upon such sworn statement, he shall be deemed to have violated this Act, and any such sale, transfer or mortgage shall be fraudulent and void. Sec. 5. Inventory. — It shall be the duty of every vendor, transferor, mortgagor, or assignor, at least ten days before the sale, transfer or execution of a mortgage upon any stock of goods, wares, merchandise, provisions or materials, in bulk, to make a full detailed inventory thereof and to preserve the same showing the quantity and, so far as is possible with the exercise of reasonable diligence, the cost price to the vendor, transferor, mortgagor or assignor of each article to be included in the sale, transfer or mortgage, and notify every creditor whose name and address is set forth in the verified statement of the vendor, transferor, mortgagor, or assignor, at least ten days before transferring possession thereof, personally or by registered mail, of the price, terms conditions of the sale, transfer, mortgage, or assignment. Sec. 6. Any vendor, transferor, mortgagor or assignor of any stock of goods, wares, merchandise, provisions or materials, in bulk, or any person acting for, or on behalf of any such vendor, transferor, mortgagor, or assignor, who shall knowingly or willfully make, or deliver or cause to be made or delivered, a statement, as provided for in section three hereof, which shall not include the names of all such creditors, with the correct amount due and to become due to each of them, or shall contain any false or untrue statement, shall be deemed to have violated the provisions of this Act. Sec. 7. It shall be unlawful for any person, firm or corporation, as owner of any stock of goods, wares, merchandise, provisions or materials, in bulk, to transfer title to the same without consideration or for a nominal consideration only. Sec. 8. Nothing in this Act contained shall apply to executors, administrators, receivers, assignees in insolvency, or public officers, acting under judicial process. Sec. 9. The sworn statement containing the names and addresses of all creditors of the vendor or mortgagor provided for in section three of this Act, shall be registered in the Bureau of Commerce. For the registration of each such sworn statement a fee of five pesos shall be charged to the vendor or mortgagor of the stock of goods, wares, merchandise, provisions or materials, in bulk.

Sec. 10. The provisions of this Act shall be administered by the Director of the Bureau of Commerce and Industry, who is hereby empowered, with the approval of the Department Head, to prescribe and adopt from time to time such rules and regulations as may be deemed necessary for the proper and efficient enforcement of the provisions of this Act. Sec. 11. Any person violating any provision of this Act shall, upon conviction thereof, be punished by imprisonment not less than six months, nor more than five years, or fined in sum not exceeding five thousand pesos, or both such imprisonment and fine, in the discretion of the court. Sec. 12. This Act shall take effect on its approval.

C. PRESIDENTIAL DECREE NO. 714 AMENDING REPUBLIC ACT NO. 1180 ENTITLED "AN ACT TO REGULATE THE RETAIL BUSINESS" WHEREAS, the statutory definition in Republic Act No. 1180, otherwise known as the Retail Trade Nationalization Law, of the term "retail business" is vague and ambiguous, and this ambiguity has given rise to conflicting theories as to its precise scope; WHEREAS, it is believed to be not within the intendment of the said nationalization law to include within its scope sales made to industrial or commercial users or consumers; WHEREAS, it is likewise in the interest of the national economy to exclude from the provisions of the said law the business of restaurants located in hotels, irrespective of the amount of capital, as long as the restaurant is merely incidental to the hotel business; NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines, by virtue of the powers vested in me by the Constitution, do hereby order and decree: Section 1. Section 4 of Republic Act No. 1180 is hereby amended to read as follows: "Section 4. As used in this Act, the term 'retail business' shall mean any act, occupation or calling of habitually selling direct to the general public merchandise, commodities or goods for consumption, but shall not include: "(a) a manufacturer, processor, laborer or worker selling to the general public the products manufactured, processed, or produced by him if his capital does not exceed five thousand pesos. "(b) a farmer or agriculturist selling the product of his farm. "(c) a manufacturer or processor selling to the industrial and commercial users or consumers who use the products bought by them to render service to the general public and/or to produce or manufacture goods which are in turn sold to them. "(d) a hotel-owner or keeper operating a restaurant irrespective of the amount of capital, provided that the restaurant is necessarily included in, or incidental to, the hotel business."

D. PRESIDENTIAL DECREE NO. 715

AMENDING COMMONWEALTH ACT NO. 108, AS AMENDED, OTHERWISE KNOWN AS "THE ANTIDUMMY LAW" WHEREAS, there have been conflicting interpretations as to whether Section 2-A of Commonwealth Act No. 108, as amended, otherwise known as the Anti-Dummy Law, allows aliens to become members of the board of directors or governing body of corporations or associations engaging in partially nationalized activities; WHEREAS, it is fair and equitable and in line with the constitutional policy expressed in Article XIV, Section 5 of the Constitution, that foreign investors be allowed limited representation in the governing board or body of corporations or associations in proportion to their allowable participation in the equity of the said entities; NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines, by virtue of the powers vested in me by the Constitution, do hereby order and decree: SECTION 1. Section 2-A of Commonwealth Act No. 108, as amended, is hereby further amended to read as follows: "SEC. 2-A. Any person, corporation, or association which, having in its name or under its control, a right, franchise, privilege, property or business, the exercise or enjoyment of which is expressly reserved by the Constitution or the laws to citizens of the Philippines or of any other specific country, or to corporations or associations at least sixty per centum of the capital of which is owned by such citizens, permits or allows the use, exploitation or enjoyment thereof by a person, corporation or association not possessing the requisites prescribed by the Constitution or the laws of the Philippines; or leases, or in any other way, transfers or conveys said right, franchise, privilege, property or business to a person, corporation or association not otherwise qualified under the Constitution, or the provisions of the existing laws; or in any manner permits or allows any person, not possessing the qualifications required by the Constitution, or existing laws to acquire, use, exploit or enjoy a right, franchise, privilege, property or business, the exercise and enjoyment of which are expressly reserved by the Constitution or existing laws to citizens of the Philippines or of any other specific country, to intervene in the management, operation, administration or control thereof, whether as an officer, employee or laborer therein with or without remuneration except technical personnel whose employment may be specifically authorized by the Secretary of Justice, and any person who knowingly aids, assists, or abets in the planning, consummation or perpetration of any of the acts herein above enumerated shall be punished by imprisonment for not less than five nor more than fifteen years and by a fine of not less than the value of the right, franchise or privilege enjoyed or acquired in violation of the provisions hereof but in no case less than five thousand pesos:Provided, however, that the president, managers or persons in charge of corporations, associations or partnerships violating the provisions of this section shall be criminally liable in lieu thereof: Provided, further, That any person, corporation or association shall, in addition to the penalty imposed herein, forfeit such right, franchise, privilege and the property or business enjoyed or acquired in violation of the provisions of this Act; and Provided, finally, That the election of aliens as members of the board of directors or governing body of corporations or associations engaging in partially nationalized activities shall be allowed in proportion to their allowable participation or share in the capital of such entities.

E. Republic Act No. 9341 AN ACT ESTABLISHING REFORMS IN THE REGULATION OF RENT OF CERTAIN RESIDENTIAL UNITS, PROVIDING THE MECHANISMS THEREFOR AND FOR OTHER PURPOSES

Be it enacted by the Senate and House of Representatives of the Philippines in Congress assembled: SECTION 1. Short Title. - This Act shall be known and cited as the "Rent Control Act of 2005." SEC. 2. Declaration of Policy. - The State shall, for the common good, undertake a continuing program of encouraging the development of affordable housing for the lower income brackets. Toward this end, the State shall continue to protect housing tenants in the lower income brackets from unreasonable rent increases. SEC. 3. Limit on Increases in Rent. - The rent of any residential unit covered by this Act shall not be increased by more than ten percent (10%) annually as long as the unit is occupied by the same lessee. When the residential unit becomes vacant, the lessor may set the initial rent for the next lessee. SEC. 4. Definition of Terms. - The following terms as used in this Act shall be understood as: (a) "Rent" shall mean the amount paid for the use or occupancy of a residential unit whether payment is made on a monthly or other basis. (b) "Residential unit" shall refer to an apartment, house and/or land on which another’s dwelling is located and used for residential purposes and shall include not only buildings, part or units thereof used solely as dwelling places, boarding houses, dormitories, rooms and bedspaces offered for rent by their owners, except motels, motel rooms, hotels, hotel rooms, but also those used for home industries, retail stores or other business purposes if the owner thereof and his or her family actually live therein and use it principally for dwelling purposes. (c) "Immediate members of family of the lessee or lessor" for purposes of repossessing the leased premises, shall be limited to his or her spouse, direct descendants or ascendants, by consanguinity or affinity. (d) "Lessee" shall mean the person renting a residential unit. (e) "Owner/Lessor" shall include the owner or administrator or agent of the owner of the residential unit. (f) "Sublessor" shall mean the person who leases or rents out a residential unit leased to him by an owner. (g) "Sublessee" shall mean the person who leases or rents out a residential unit from a sublessor. SEC. 5. Rent and Requirement of Bank Deposit. - Rent shall be paid in advance within the first five (5) days of every current month or the beginning of the lease agreement unless the contract of lease provides for a later date of payment. The lessor cannot demand more than one (1) month advance rent.

Neither can he demand more than two (2) months deposit which shall be kept in a bank under the lessor's account name during the entire duration of the lease agreement. Any and all interest that shall accrue therein shall be returned to the lessee at the expiration of the lease contract. In the event however, that the lessee fails to settle rent, electric, telephone, water or such other utility bills or destroys any house components and accessories, the deposits and interests therein shall be forfeited in favor of the latter in the amount commensurate to the pecuniary damage done by the former. SEC. 6. Assignment of Lease or Subleasing. - Assignment of lease or subleasing of the whole or any portion of the residential unit, including the acceptance of boarders or bedspacers, without the written consent of the owner/lessor is prohibited. SEC. 7. Grounds for Judicial Ejectment. - Ejectment shall be allowed on the following grounds: (a) Assignment of lease or subleasing of residential units in whole or in part, including the acceptance of boarders or bedspacers, without the written consent of the owner/lessor; (b) Arrears in payment of rent for a total of three (3) months: Provided, That in the case of refusal by the lessor to accept payment of the rent agreed upon, the lessee may either deposit, by way of consignation, the amount in court, or with the city or municipal treasurer, as the case may be, or in a bank in the name of and with notice to the lessor, within one month after the refusal of the lessor to accept payment. The lessee shall thereafter deposit the rent within ten (10) days of every current month. Failure to deposit the rent for three (3) months shall constitute a ground for ejectment. The lessor, upon authority of the court in case of consignation or upon joint affidavit by him and the lessee to be submitted to the city or municipal treasurer and to the bank where deposit was made, shall be allowed to withdraw the deposits; (c) Legitimate need of the owner/lessor to repossess his or her property for his or her own use or for the use of any immediate member of his or her family as a residential unit: Provided, however, That the lease for a definite period has expired: Provided, further, that the lessor has given the lessee the formal notice three (3) months in advance of the lessor's intention to repossess the property and: Provided, finally, that the owner/lessor is prohibited from leasing the residential unit or allowing its use by a third party for a period of at least (1) year from the time of repossession. (d) Need of the lessor to make necessary repairs of the leased premises which is the subject of an existing order of condemnation by appropriate authorities concerned in order to make the said premises safe and habitable: Provided, That after said repair, the lessee ejected shalI have the first preference to lease the same premises: Provided, however, That the new rent shall be reasonably commensurate with the expenses incurred for the repair of the said residential unit and: Provided, finally, That if the residential unit is condemned or completely demolished, the lease of the new building will no longer be subject to the aforementioned first preference rule in this subsection; and (e) Expiration of the period of the lease contract. SEC. 8. Prohibition Against Ejectment by Reason of Sale or Mortgage. - No lessor or his successor-ininterest shall be entitled to eject the lessee upon the ground that the leased premises have been sold or mortgaged to a third person regardless of whether the lease or mortgage is registered or not.

SEC. 9. Rent-to-Own Scheme. - At the option of the lessor, he or she may engage the lessee in a written rent-to-own agreement that will result in the transfer of ownership of the particular dwelling in favor of the latter. Such an agreement shall be exempt from the coverage of Section 3 of this Act. SEC. 10. Application of the Civil Code and Rules of Court of the Philippines. - Except when the lease is for a definite period, the provision of paragraph (1) of Article 1673 of the Civil Code of the Philippines, insofar as they refer to residential units covered by this Act, shall be suspended during the effectivity of this Act, but other provisions of the Civil Code and the Rules of Court on lease contracts, insofar as they are not in conflict with the provisions of this Act shall apply. SEC. 11. Coverage of this Act. - All residential units in the National Capital Region and other highly urbanized cities the total monthly rent for each of which does not exceed Ten thousand pesos (P10,000.00) and all residential units in all other areas the total monthly rent for each of which does not exceed Five thousand pesos (P5,000.00) as of the effectivity date of this Act shall be covered, without prejudice to existing contracts. SEC. 12. Penalties. - A fine of not less than Five thousand pesos (P5,000.00) nor more than Fifteen thousand pesos (P15,000.00) or imprisonment of not less than one (1) month and one (1) day to not more than six (6) months or both shall be imposed on any person, natural or juridical, found guilty of violating any provision of this Act.

189. Oscar C. Fernandez vs Sps. Carlos and Narcisa Tarun GR No. 143868 November 14, 2002 Facts: Brothers Antonio, Santiago, Demetria and Angel and their uncle Armando owned 1/6 of the fishpond. When Armando died, his share was distributed to others. Antonion sold his share to Tarun and the sales were registered and annotated. The co-owners of the fishpond executed an Extrajudicial deed of partition in exchange of the shares. The deed stipulated that the sale of the shares of demetria and antonio be recognised. When Tarun was already paying her realty taxes on their share of the fishpond, Angel and others were still in possession of the entire fishpond. Angel refused to the partition of the property. Issue: Whether or not the petitioners are entitled to exercise their right of legal redemption Ruling: No, the petitioners are not entitled to exercise their right of legal redemption. The right to redeemonly applies when a portion is sold to a non-co-owner. Tarun became a co owner of the fishpond because they were sold shares of it by Demetria and Antionio before Tarun succeeded angel. Legal redemption is in the nature of a privilege created by law partly for reasons of public policy and partly for the benefit and convenience of the redemptioner, to afford him a way out of what might be a disagreeable or inconvenient association into which he has beenthrust. The petitioner‘s contention that the sales of the shares in the disputed fishpond to the respondents

are void because a notice in writing to the other co-owners wasnot sent as required under Article 1625 of the Civil Code is not meritorious. The provision only states that thedeed of sale shall not be recorded in the registry of property without such notice but it does not make the sale void. 191. TUPAS vs. DAMASCO FACTS: The subject matter of this case is a parcel of land, situated in the City of General Santos in South Cotabato. The aforesaid parcel was acquired by spouses Benjamin Tupas and Leonor Baldonado (now plaintiffs-appellees) Plaintiffs-spouses sold the said land to Juanita Bulaong, then still a minor being only eleven (11) years old, but was represented by her father Eusebio Bulaong, now one of the defendants-appellants. Since 1951 to the present, Juanita Bulaong and her father, defendant-appellant Eusebio Bulaong, have been actually occupying the said parcel and later caused the construction of a residential building thereon Benjamin Tupas had obtained a special crop loan, for failure to pay the said loan, the bank instituted a Civil Case against him. Pursuant to a writ of execution issued by the CFI, the Provincial Sheriff of Cotabato sold the land in question at public auction to the Philippine National Bank being the sole bidder. Juanita Bulaong, then already married to Daniel Damasco, instituted before the same court an action against the Philippine National Bank for "Recovery of Ownership of the same parcel of land. Judgment was rendered in the said case in favor of the Philippine National Bank, nullifying the sale by spouses Tupas in favor of Juanita Bulaong. Appeal was taken to the then Court of Appeals. Juanita Bulaong and Daniel Damasco, was presented for registration and Transfer Certificate of Title was issued, this time, in the name of the said spouses. Appellant Eusebio Bulaong filed a Civil Case against spouses Daniel Damasco and Juanita Bulaong for "Recovery of Real Property‖. Court dismissed the complaint.

ISSUE: Whether or not the 5-year period to the right to repurchase had already expired HELD: No. The five-year period should be counted from the date of the consolidation of the ownership and the issuance of the transfer certificate of title in the name of the purchaser at public auction not only because under Act 496 the act of registration of the deed is the operative act which binds the land and vests title in the transferee and from such time is the land deemed conveyed, within the meaning of Section 119, but also because of the far more important reason for public policy conceived in this right to repurchase to enable the family of the applicant or grantee to keep that homestead thus, the law must be liberally construed in order to carry out the purpose. Homestead law should be interpreted in favor of the homesteader and that the underlying purpose of said Section 119 is to give the homesteader every chance to preserve for himself and his family the land that the State had gratuitously given him.

201. NYCO SALES CORP VS BA FINANCE CORP GR NO. 71694 AUGUST 16, 1991 FACTS: NYCO Sales Corp extended a credit accommodation to the Fernandez Brothers. The brothers, acting in behalf of Sanshell Corp, discounted a BPI check for P60,000 with NYCO, which then indorsed the said check to BA Finance accompanied by a Deed of Assignment. BA Finance, in turn, released the funds, which were used by the brothers. The BPI check was dishonored. The brothers issued a substitute check, which was also dishonored. Now BA Finance goes after NYCO, which disclaims liability ISSUE: Whether or not the assignor is liable to its assignee for its dishonored checks HELD: An assignment of credit is the process of transferring the right of the assignor to the assignee, who would then be allowed to proceed against the debtor. It may be done either gratuitously or generously, in which case, the assignment has an effect similar to that of a sale. According to Article 1628 of the Civil Code, the assignor-vendor warrants both the credit itself (its existence and legality) and the person of the debtor (his solvency), if so stipulated, as in the case at bar. Consequently, if there be any breach of the above warranties, the assignor-vendor should be held answerable therefor. There is no question then that the assignor-vendor is indeed liable for the invalidity of whatever he assigned to the assignee-vendee. Considering now the facts of the case at bar, it is beyond dispute that Nyco executed a deed of assignment in favor of BA Finance with Sanshell Corporation as the debtor-obligor. BA Finance is actually enforcing said deed and the check covered thereby is merely an incidental or collateral matter. This particular check merely evidenced the credit which was actually assigned to BA Finance. Thus, the designation is immaterial as it could be any other check. Both the lower and the appellate courts recognized this and so it is utterly misplaced to say that Nyco is being held liable for both the BPI and the SBTC checks. It is only what is represented by the said checks that Nyco is being asked to pay. Indeed, nowhere in the dispositive parts of the decisions of the courts can it be gleaned that BA Finance may recover from the two checks. Nyco's pretension that it had not been notified of the fact of dishonor is belied not only by the formal demand letter but also by the findings of the trial court that Rufino Yao of Nyco and the Fernandez Brothers of Sanshell had frequent contacts before, during and after the dishonor (Rollo, p. 40). More importantly, it fails to realize that for as long as the credit remains outstanding, it shall continue to be liable to BA Finance as its assignor. The dishonor of an assigned check simply stresses its liability and the failure to give a notice of dishonor will not

discharge it from such liability. This is because the cause of action stems from the breach of the warranties embodied in the Deed of Assignment, and not from the dishonoring of the check alone (See Art. 1628, Civil Code).