Sales Afos Part 1
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sales cases...
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PLATINUM PLANS PHILS INC V. CUCUECO 488 SCRA 156 (2006)
FACTS: Respondent Cucueco filed a case for specific performance with damages against petitioner Platinum Plans pursuant to an alleged contract of sale executed by them for the purchase of a condominium unit.
a.
According to the respondent: sometime in July 19 9! he offered to buy from petitioner Platinum Plans Phils a condominium unit he was leasing from the latter for P " million payable in # installments of P# million with the following terms and conditions: Cucueco will issue a chec$ for P1%%!%% as earnest money
b. &e will issue a post'dated chec$ for P1.9 million to be encashed on (eptember %! 199 on the condition that he will stop paying rentals for the said unit after (eptember % c. )n case Platinum Plans has an outstanding loan of less than P# million with the ban$ as of *ecember 199! Cucueco shall assume the same and pay the difference from the remaining P# million
Cucueco li$ewise claimed that Platinum Plans accepted his offer+by encashing the chec$s he issued. &owe,er! he was surprised to learn that Platinum Plans had changed the due date of the installment payment to (eptember %! 199. Respondent argued that there was a perfected sale between him and Platinum plans and as such! he may ,alidly demand from the petitioner to execute the necessary deed of sale transferring ownership and title o ,er the property in his fa,or Platinum Plans denied Cucueco-s allegations and asserted that Cucueco-s initial down payment was forfeited based on the following terms and conditions:
a. he terms of payment only includes two installments /August 199 and (eptember 1990 b. )n case of non'compliance on the part of the ,endee! all installments made shall be forfeited in fa,or of the ,endor Platinum Plans c. wnership o,er the property shall not pass until payment of the full purchase price
Petitioners anchor their argument on the claim that there was no meeting o f the minds between the two parties! as e,idenced by their letter of non'acceptance. he trial court ruled in fa,or of Platinum! citing that since the element of consent was absent there was no perfected contract. he trial court ordered
Platinum Plans to return the P# millio n they had recei,ed from Cucueco! and for Cucueco to pay Platinum Plans rentals in arrears for the use of the unit.
2pon appeal! CA held that there was a perfected contract despite the fact that both parties ne,er agreed on the date of payment of the remaining balance. CA ordered Cucueco to pay the remaining balance of the purchase price and for Platinum Plans! to execute a deed of sale o,er the property
ISSUE: 34 the contract there is a perfected contract of sale
HELD: 4o! it is a contract to sell.
)n a contract of sale! the ,endor cannot reco,er ownership of the thing sold until and unless the contract itself is resol,ed and set aside. Art 159# pro,ides:
)n the sale of immo,able property! e,en though it may ha,e been stipulated that upon failure to pay the price at the time agreed upon! the rescission of the contract shall of right ta$e place! the ,endee may pay! e,en after the expiration of the period! as !"# as "! $%&a"$ '! %s*ss*!" !' +,% !"+a+ ,as -%%" /!" ,*& %*+,% $**a ! - a "!+a*a a+. After the demand! the court may not grant him a new term.
6ased on the abo,e pro,ision! a /a+ ,! 'a*s +! *"3!% $**a ! - "!+a*a a+ !$ -% /%3%"+%$ '!& -!*"# +,% !"s&&a+*!" !' +,% sa&% *" *#,+ !' +,% /%%/+ +,a+ &%% 'a*% +! ''* +,% !"+a+ $!%s "!+ - *+s%' ,a3% +,% %''%+ !' %s*ss*!".
n the other hand! a contract to sell is bi lateral contract whereby the prospecti,e seller! while expressly reser,ing the ownership of the sub7ect property despite its deli,ery to the prospecti,e buyer! commits to sell the property exclusi,ely to the prospecti,e prosp ecti,e buyer upon fulfillment fulfillme nt of the condition agreed upon! i.e.! full payment paymen t of the purchase price. 8ull payment here here is considered as a positi,e suspensi,e condition.
As a result if the party contracting to sell! -%as% !' "!"!&/*a"% *+, +,% ss/%"s*3% !"$*+*!" s%%s +! %%+ +,% /!s/%+*3% -% '!& +,% a"$ +,% s%% *s %"'!*"# +,% !"+a+ a"$ *s "!+ %s!3*"# *+. T,% 'a*% +! /a *s "!+ a -%a, !' !"+a+ -+ a" %3%"+ ,*, /%3%"+ +,% !-*#a+*!" +! !"3% +*+% '!& &a+%*a*7*"#.
)n the present case! neither side was able to produce any written e,idence documenting the actual terms of their agreement. he trial court w as correct in finding that +,%% as "! &%%+*"# !' &*"$s *" +,*s as% !"s*$%*"# +,a+ +,% a%/+a"% !' +,% !''% as "!+ a-s!+% a"$ "!"$*+*!". )n earlier cases! the (C held that before a ,alid and binding contract of sale can exist! the manner of payment of the purchase price must first be established.
8urthermore! the %s%3a+*!" !' +,% +*+% *" +,% "a&% !' Pa+*"& Pa"s %a *"$*a+%s a" *"+%"+*!" !' +,% /a+*%s +! %"+% *"+! a !"+a+ !' s%. 3here the seller promises to execute a deed of absolute sale upon completion of the payment of purchase price! the agreement is a contract to sell.
he court cannot! in this case! step in to cure the deficiency by fixing the period pursuant to: 1. he relief sought by Cucueco was for specific performance to compel Platinum Plans to recei,e the balance of the purchase price. #. he relief pro,ide in Art 159# only applies to contracts of sale .
6ecause of the differing dates set by both parties! the court would ha,e no basis for granting Cucueco an extension of ti me within which to pay the outstanding balance
(R CA44 RA & C4RAC A( CA4C* 3)&2 (R;)4< 4)C he act of a party in treating the contract as cancelled should be made $nown to the other party because this act is sub7ect to scrutiny and re,iew by the courts in cased the alleged defaulter brings the matter for 7udicial determination as explained in UP v. De los Angeles. )n the case at bar! there were repeated written notices sent by Platinum Plans to Cucueco that failure to pay the balance would result in the cancellation of the contract and forfeiture of the down payment already made. 2nder these circumstance! the cancellation made by Platinum Pla ns is ,alid and reasonable /except for the forfeiture of the down pa yment because Cucueco ne,er agreed to the same0
88C( 8 C4RAC ( A contract to sell would be rendered ineffecti,e and without force and effect by the non'fulfillment of the buyer-s obligation to pay since this is a suspensi,e condition to the obligation of the seller to sell and deli,er the title of the property. As a" %''%+ +,%
/a+*%s s+a"$ as *' +,% !"$*+*!"a !-*#a+*!" ,a$ "%3% %*s+%$. here can be no rescission of an obligation that is stil l non'existent as the suspensi,e condition has not yet occurred.
CA-( R)A4C 4 ;= &R>A4( ;. )(PAC* )t was unnecessary for CA to distinguish whether the transaction between the parties was an installment sale or a straight sale. )n the first place! there is no ,alid and enforceable contract to spea$ of.
Jovellanos v. CA, G.R. No. 100728 June 18, 1992 Facts: Daniel Jovellanos contracted with Philamlife a lease and condional sale agreement of a property.
When the agreement took place, Daniel was sll married to his rst wife, Leonor, with whom he had three children. Leonor died on January , !"#". $n %ay &', !"(), Daniel was remarried to *nne+e respondent-. $n Decemer !/, !")!, %ercy daughter from rst marriage- and her husand, uilt an e0tension at the ack of the said property. $n January /, !")#, the lease was paid and Philamlife e0ecuted a deed of asolute sale to Daniel. 1he following day, he then donated the said property to his children in the rst marriage peoners-. $n 2eptemer /, !"/#, Daniel died.
*nne+e now claims that the said property is the con3ugal property elonging to the second marriage due to the fact that the deed of asolute sale was dated during the celeraon of their marriage Jan. /, !")#-.
Issue:
!.- What kind of contract did the late Jovellanos enter with Philamlife4 Held:
1he contract entered into y the late Daniel Jovellanos and Philamlife is specically denominated as a 5Lease and 6ondional 2ale *greement5 over the property involved with a lease period of twenty years at a monthly rental of P//./), y virtue of which the former, as lessee7vendee, had only the right of possession over the property. 8n a lease agreement, the lessor transfers merely the temporary use and en3oyment of the thing leased. 8n fact, Daniel Jovellanos ound himself therein, among other things, to use the property solely as a residence, take care thereof like a good father of a family, permit inspecon thereof y representaves of Philamlife in regard to the use and preservaon of the property.
8t is specically provided, however, that 5i-f, at the e0piraon of the lease period herein agreed upon, the L922997:9;D99 shall have fully faithfully complied with all his oligaons herein spulated, the L922$enerally, ownership is transferred upon delivery, ut even if delivered, the ownership may sll e with the seller unl full payment of the price is made, if there is spulaon to this e?ect. 1he spulaon is usually known as a pactum reserva dominii, or contractual reservaon of tle, and is common in sales on the installment plan. 6ompliance with the spulated payments is a suspensive condion. the failure of which prevents the oligaon of the vendor to convey tle from ac@uiring inding force. Aornook lore from civilists clearly lays down the disncons etween a contract of sale in which the tle passes to the uyer upon delivery of the thing sold, and a contract to sell where, y agreement, the ownership is reserved in the seller and is not to pass unl full payment of the purchase priceB 8n the former, non7payment of the price is a negave resolutory condion= in the la+er, full payment is a posive suspensive condion. 8n the former, the vendor loses and cannot recover the ownership of the thing sold unl and unless the contract of sale is rescinded or set aside= in the la+er, the tle remains in the vendor if the vendee does not comply with the condion precedent of making full payment as specied in the contract. *ccordingly, viewed either as a lease contract or a contract to sell, or as a contractual amalgam with facets of oth, what was vested y the aforestated contract in peonersC predecessor in interest was merely the enecial tle to the property in @ueson. Ais monthly payments were made in the concept of rentals, ut with the agreement that if he faithfully complied with all the spulaons in the contract the same would in e?ect e considered as amoraon payments to e applied to the predetermined price of the said property. Ae conse@uently ac@uired ownership thereof only upon full payment of the said amount hence, although he had een in possession of the premises since 2eptemer , !"##, it was only on January /, !")# that Philamlife e0ecuted the deed of asolute sale thereof in his favor. 1he condions of the aforesaid agreement also ear noce, considering the spulaons therein that Daniel Jovellanos, as lessee7vendee, shall not E 000 000 000 - 2ulease said property to a third party= c- 9ngage in usiness or pracce any profession within the property= 000 000 000 f- %ake any alteraon or improvement on the property without the prior wri+en consent of the L922$"*+s +,%%*". /ah so may pending e7ectment case na finile si union ban$ against $ay maunlad homes sa >C ma$ati. (abi ng court! antayin daw muna yung resolution non. Atat $asi si union ban$ e.0 4AA4aunlad pre,iously entered into with 2nion 6an$ and upon which they 7ustify their right to possess and
collect rentals! is insufficient basis for issuance of a preliminary in7unction in their fa,or. As the (upreme Court held: x x +,% !"+a+ +! s% $!%s "!+ - *+s%' #*3% %s/!"$%"+ +,% *#,+ +! /!ss%ss +,% /!/%+. U"*% *" a !"+a+ !' sa% ,%% *" a !"+a+ +! s% +,%% *s %+ "! a+a sa% "! a" +a"s'% !' +*+% "+* a"$ "%ss ' /a&%"+ *s &a$% . he payment of the purchase price is a positi,e suspensi,e condition! the failure of which is not a breach! casual or serio us! but a situation that pre,ents the obligation o f the ,endor to con,ey title from acBuiring an ob ligatory force. Respondent must ha,e fully paid the price of acBuire title o,er the property and the right to retain possessio n thereof. )n cases of non'payment! the unpaid seller can a,ail of the remedy of e7ectment since he retains ownership of the property. )n ,iew of the absence of a %a a"$ "&*s+aa-% *#,+ on the part of pri,ate respondents! we cannot sustain their claim that they would suffer irreparable in7ury if in7uncti,e relief is not granted in their fa,or. =,%% +,% !&/a*"a"+s? *#,+ ! +*+% *s $!-+' ! $*s/+%$ *""+*!" *s "!+ /!/%. hus +,% /!ss*-**+ !' *%/aa-% $a&a#% *+,!+ /!!' !' %*s+*"# *#,+ *s "! #!"$ '! a" *""+*!". (tated differently! one who prays for issuance of in7unction must show the existence of a G%a /!s*+*3% *#,+ G especially calling for 7udicial protection. )n7unction is not designed to protect contingent or future rightH nor is it a remedy to enforce an abstract right. he duty of the court ta$ing cogniIance of a prayer for a writ of preliminary in7unction is to determine whether the reBuisites necessary for the grant of an in7unction are present in the case before it . T,% #a"+*"# - +,% +*a !+ $%s/*+% +,% a-s%"% !' a" %#a *#,+ +! -% /!+%+%$ !"s+*++%s #a3% a-s% !' $*s%+*!". n the other hand! in line with the petition before the Court! we find that petitioner 2nion 6an$ has sufficiently shown its right to the issuance of not only preliminary in7unction but also permanent in7unction against the respondents.
SEMPRE DI NAALIT SI MAUNLAD HOMES NAON ;ASI MAS MAHAL NI CA SI UNION 9AN;. NASUM9ON SIA ;A 9E9E NIA SUMPREME COURT. HENCE THIS PETITION (LOL)
ISSUE: =HETHER OR NOT CA IS CORRECT IN REVERSIN THE DECISION OF THE RTC RULIN: & 4 As 3e see it! the CA was of the opinion that petitioners ha,e no right to collect rental payments from the tenants of the commercial complex because they ceased to own the disputed property pursuant to the contract to sell. 3e do not agree. )t is wrong for the CA to rule that petitioners are not entitled to collect rental payments because they are no longer the owner of the commercial complex. )t is not essential under our law on lease that the lesso r be the owner of the leased prope rty. A mere
lessee may be a lessor under a sub'lease contract. ,en a mere po ssessor may enter into a contract of lease as lessor. Records disclose that petitioners ne,er ceased to be the possessor of the commercial complex! although there was a contract to sel l the said property. hey continued to possess the disputed property before! during! and after the execution of the contract to sell. )n fact! petitioners were the ones who entered into the lease contracts with the tenants of the commercial complex.15 Records further show that respondents entered into a contract to sell with petitioners before consolidating ownership o,er the disputed property after foreclosure. he contract to sell was essentially a buy'bac$ agreement on installment. 6y ,irtue of the contract to sell! petitioners continued to col lect rental payments from the tenants of the commercial complex. Respondents did not dispute this right. )t was an error for the appellate court to ma$e a definiti,e conclusion that petitioner has no right to collect rental payments from the tenants of the commercial complex. Respondents are estopped from asserting otherwise because they allowed petitioners to collect said rental payments after the ex ecution of the contract to sell. 2nder the terms of the contract to sell! 3e find no prohibition against the collection of rental payments by petitioners. )t may fairly be assumed! unless contradicted at trial! that petitioners ha,e the right to collect and recei,e rental payments from the tenants of the commercial complex.
=HEREFORE! the petition is RANTED. he Court of Appeals *ecision is REVERSED AND SET ASIDE . he Regional rial Court order and w rit of preliminary in7unction are REINSTATED . SO ORDERED. =ey
H!IR$ (F CA)!AN( 'ANGAN and C(N$U!%( 'ANGAN,R
G.R. No. 17-7
:2 $'(U$!$ R(G!%I( '!RR!RA$ and 'RI$CI%%A '!RR!RA$,
FAC$: e s3ouses 'anan e6e te one6s o te lot and to*doo6 a3a6tent < subject properes = located at 112 Casaas $t., $a3aloc, #an5la.O# $n June , !"/", 6onsuelo agreed to sell to the respondents the
su3ect properes for the price of '0,000.00. $n the same day, 6onsuelo received P','''.'' from the respondents as earnest money, evidenced y a receipt June 2, 1989 receipt -O( that also included the terms of the pares agreement. 1hree days later, or on June #, !"/", te 3a6es a6eed to 5nc6ease te 3u6case 365ce 6o '0,000.00 to '80,000.00. 1he respondents then issued two Far 9ast ank and 1rust 6ompany cec>s 3aa4le to Consuelo 5n te aounts o '200,000.00 and '20,000.00 on June 15, 1989 . Consuelo, oeve6, R!FU$!" to acce3t te cec>s. $e ?us@ed e6 6eusal 4 sa5n tat e6 c5ld6en
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