Virgilio S. David, Petitioner, vs. Misamis Occidental II Electric Cooperative, Inc., Respondent.

 

G.R. No. 194785

VIRGILIO S. DAVID, PETITIONER, VS. MISAMIS OCCIDENTAL II ELECTRIC COOPERATIVE, INC., RESPONDENT. DECISION MENDOZA, J.: Before this Court is a petition for review under Rule 45 of the Rules of Court assailing the July 8, 2010 Deision!1" of the Court of #ppeals $C#%, in C#&'(R( CR )o( *18+*, whih affired the July 1-, 2008 Deision!2" of the Regional .rial Court, Branh /, anila (RTC) (RTC)in in Civil Case )o( *4*402, an ation for speifi perforane and daages( The F!"#: 3etitioner /irgilio ( David (David) 3etitioner (David) was  was the owner or proprietor of /D letri ales, a opany engaged in the 6usiness of supplying eletrial hardware inluding transforers for rural eletri ooper oo perati atives ves li7 li7e e res respon ponden dentt is isai ais s  ide identa ntall  le letr tri i Coo Cooper perati ative, ve, n n(( (MOELCI) (MOELCI),, wi with th prinipal offie loated in 9ais City( .o so solv lve e it its s pr pro6 o6le le  of po powe werr sh shor orta tage ge af affe fet tin ing g so soe e ar area eas s wi with thin in it its s o ove vera rage ge,,  : :C C e;pressed its intention to purhase a 10 /# power transforer fro David( ue9on City( David agreed to supply the power transforer provided that :C would seure a 6oard resolution 6eause the ite would still have to 6e iported( n Ju June ne 8, 1* 1**2 *2,, n ngr gr(( Ra Rada da an and d Di Dire ret tor or Jo Jose se Ji Jie ene ne9 9 (Jimenez) (Jimenez),, wh who o wa was s in in& &ha harg rge e of proureent, returned to anila and presented to David the re?uested 6oard resolution whih authori9ed the purhase of one 10 /# power transforer( n turn, David presented his proposal for the a?uisition of said transforer( .his proposal was the sae proposal that he would usually give to his lients(  #fter the reading of the proposal and the disussion of ters, David instruted his then seretary and 6oo77eeper, llen ( @ong, to type the naes of ngr( Rada and Jiene9 at the end of the proposal( Both signed the douent under the word Aonfore( .he 6oard resolution was thereafter attahed to the proposal(  #s stated in the proposal, the su6et transforer, together with the 6asi aessories, was valued at 35,200,000(00( t was also stipulated therein that 50 of the purhase prie should 6e paid as downpayent and the reaining 6alane to 6e paid upon delivery( :?  'rmal re/#iremen 'r &e enire ransa%i'n. n other words, the C# was of the position that ;hi6it # was at 6est a ontrat to sell(  # perusal of the reords persuades the Court to hold otherwise( otherwise( .he eleents of a ontrat of sale are, to witG a% Consent or eeting of the inds, that is, onsent to transfer ownership in e;hange for the prieI 6% Deterinate su6et atterI and % 3rie ertain in oney or its e?uivalent( !*" t is the a6sene of the first eleent whih distinguishes a ontrat of sale fro that of a ontrat to sell( n a ontr ontrat at to sell, the prospetive prospetive seller e;pli e;pliitly itly reserves reserves the trans transfer fer of title to the prosp prospetiv etive e 6uyer, eaning, the prospetive seller does not as yet agree or onsent to transfer ownership of the property prope rty su6et of the ontrat to sell until the happe happening ning of an event event,, suh as, in ost ases, the full payent of the purhase prie( @hat the seller agrees or o6liges hiself to do is to fulfill his proise to sell the su6et property when the entire aount of the purhase prie is delivered to hi( n other words, the full payent of the purhase prie parta7es of a suspensive ondition, the non& fulfillent of whih prevents the o6ligation to sell fro arising and, thus, ownership is retained 6y the prospetive seller without further reedies 6y the prospetive 6uyer( !10" n a ontrat of sale, on the other hand, the title to the property passes to the vendee upon the delivery of the thing sold( Fnli7e in a ontrat to sell, the first eleent of onsent is present, although it is onditioned upon the happening of a ontingent event whih ay or ay not our( f the suspensive ondition is not fulfilled, the perfetion of the ontrat of sale is opletely a6ated( Eowever, if the suspensive ondition is fulfilled, the ontrat of sale is there6y perfeted, suh that if there had already 6een previous delivery of the property su6et of the sale to the 6uyer, ownership thereto autoatially transfers to the 6uyer 6y operation of law without any further at having to 6e perfored perf ored 6y the seller seller(( .he vendo vendorr loses ownership ownership over the prope property rty and annot reover it until and unless the ontrat is resolved or resinded(!11"

 

 #n e;aination of the alleged ontrat to sell, A;hi6it #, despite its unonventional for, would show that said douent, with all the stipulations therein and with the attendant irustanes surrounding it, was atually a Contrat of ale( .he rule is that it is not the title of the ontrat, 6ut its e;press ters or stipulations that deterine the 7ind of ontrat entered into 6y the parties( !12" First , "he&e '# (ee")*+ o ()*-# # "o "he "&*#e& o o'*e&#h) o "he #/0e!" (""e&.  .he letter $;hi6it #%, though appearing to 6e a ere prie ?uotationproposal, was not what it seeed( t ontained ters and onditions, so that, 6y the fat that Jiene9, Chairan of the Coittee on anageent, and ngr( Rada, 'eneral anager of :C, had signed their naes under the word wor d AC AC)