Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G.R. No.L-61623 December 26, 1984 PEOPLE'S HOMESITE & HOUSING CORPORATION, petitioner-appellant, vs. COURT OF APPEALS, RIZALINO L. MENDOZA and ADELAIDA R. MENDOZA, respondents-appellees. Manuel M. Lazaro, Pilipinas Arenas Laborte and Antonio M. Brillantes for petitioner PHHC. Tolentino, Cruz, Reyes, Lava and Manuel for private respondents. AQUINO, J.: The question in this case is whether the People's Homesite& Housing Corporation bound itself to sell to the Mendoza spouses Lot 4 (Road) Pcs- 4564 of the revised consolidation subdivision plan with an area of 2,6,08.7 (2,503.7) square meters located at Diliman, Quezon City. The PHHC board of directors on February 18, 1960 passed Resolution No. 513 wherein it stated "that subject to the approval of the Quezon City Council of the abovementioned Consolidation Subdivision Plan, Lot 4. containing4,182.2 square meters be, as it is hereby awarded to Spouses Rizalino Mendoza and Adelaida Mendoza, at a price of twenty-one pesos (P21.00) per square meter" and "that this award shall be subject to the approval of the OEC (PHHC) Valuation Committee and higher authorities". The city council disapproved the proposed consolidation subdivision plan on August 20, 1961 (Exh. 2). The said spouses were advised by registered mail of the disapproval of the plan (Exh. 2-PHHC). Another subdivision plan was prepared and submitted to the city council for approval. The revised plan, which included Lot 4, with a reduced area of 2,608.7, was approved by the city council on February 25, 1964 (Exh. H). On April 26, 1965 the PHHC board of directors passed a resolution recalling all awards of lots to persons who failed to pay the deposit or down payment for the lots awarded to them (Exh. 5). The Mendozas never paid the price of the lot nor made the 20% initial deposit. On October 18, 1965 the PHHC board of directors passed Resolution No. 218, withdrawing the tentative award of Lot 4 to the Mendoza -spouses under Resolution No. 513 and re-awarding said lot jointly and in equal shares to MiguelaSto. Domingo, Enrique Esteban, Virgilio Pinzon, Leonardo Redublo and Jose Fernandez, subject to existing PHHC rules and regulations. The prices would be the same as those of the adjoining lots. The awardees were required to deposit an amount equivalent to 20% of the total selling price (Exh. F). The five awardees made the initial deposit. The corresponding deeds of sale were executed in their favor. The subdivision of Lot 4 into five lots was approved by the city council and the Bureau of Lands. On March 16, 1966 the Mendoza spouses asked for reconsideration of the withdrawal of the previous award to them of Lot 4 and for the cancellation of the re-award of said lot to Sto. Domingo and four others. Before the request could be acted upon, the spouses filed the instant action for specific performance and damages. The trial court sustained the withdrawal of the award. The Mendozas appealed. The Appellate Court reversed that decision and declared void the re-award of Lot 4 and the deeds of sale and directed the PHHC to sell to the Mendozas Lot 4 with an area of 2,603.7 square meters at P21 a square meter and pay to them P4,000 as attorney's fees and litigation expenses. The PHHC appealed to this Court. The issue is whether there was a perfected sale of Lot 4, with the reduced area, to the Mendozas which they can enforce against the PHHC by an action for specific performance. We hold that there was no perfected sale of Lot 4. It was conditionally or contingently awarded to the Mendozas subject to the approval by the city council of the proposed consolidation subdivision plan and the approval of the award by the valuation committee and higher authorities. The city council did not approve the subdivision plan. The Mendozas were advised in 1961 of the disapproval. In 1964, when the plan with the area of Lot 4 reduced to 2,608.7 square meters was approved, the Mendozas should have manifested in writing their acceptance of the award for the purchase of Lot 4 just to show that they were still interested in its purchase although the area was reduced and to obviate ally doubt on the matter. They did not do so. The PHHC board of directors acted within its rights in withdrawing the tentative award. "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 law governing the form of contracts." (Art. 1475, Civil Code). "Son, sin embargo, excepcion a estaregla los casos en queporvirtud de la voluntad de laspartes o de la ley, se celebra la ventabajounacondicionsuspensiva, y en los cuales no se perfecciona la venta hasta el cumplimiento de la condicion" (4 CastanTobenas, Derecho Civil Español 8th ed. p. 81). "In conditional obligations, the acquisition of rights, as well as the extinguishment or loss of those already acquired, shall depend upon the happening of the event which constitutes the condition. (Art. 1181, Civil Code). "Se llama suspensive la condicion de la quedepende la perfeccion, o sea el principio del contrato".(9 Giorgi, Teoria de lasObligaciones, p. 57). Under the facts of this case, we cannot say there was a meeting of minds on the purchase of Lot 4 with an area of 2,608.7 square meters at P21 a square meter. The case of Lapinig vs. Court of Appeals, 115 SCRA 213 is not in point because the awardee in that case applied for the purchase of the lot, paid the 10% deposit and a conditional contract to sell was executed in his favor. The PHHC could not re-award that lot to another person. WHEREFORE, the decision of the Appellate Court is reversed and set aside and the judgment of the trial court is affirmed. No costs. SO ORDERED. Makasiar (Chairman), Concepcion, Jr., Abad Santos, Escolin and Cuevas, JJ., concur. Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No. L-55665 February 8, 1989 DELTA MOTOR CORPORATION, petitioner, vs. EDUARDA SAMSON GENUINO, JACINTO S. GENUINO, Jr., VICTOR S. GENUINO, HECTOR S. GENUINO, EVELYN S. GENUINO, and The COURT OF APPEALS, respondents. Alcasid, Villanueva & Associates for petitioner. Luna, Puruganan, Sison&Ongkiko for respondents. CORTES, J.: Petitioner, through this petition for review by certiorari, appeals from the decision of respondent appellate court in CA-G.R. No. 59848-R entitled "Eduarda Samson Genuino, et al. v. Delta Motor Corporation" promulgated on October 27, 1980. The facts are as follows: Petitioner Delta Motor Corporation (hereinafter referred to as Delta) is a corporation duly organized and existing under Philippine laws. On the other hand, private respondents are the owners of an iceplant and cold storage located at 1879 E. Rodriguez Sr. Avenue, Quezon City doing business under the name "España Extension Iceplant and Cold Storage." In July 1972, two letter-quotations were submitted by Delta to Hector Genuino offering to sell black iron pipes. T The letter dated July 3, 1972 quoted Delta's selling price for 1,200 length of black iron pipes schedule 40, 2" x 20' including delivery at P66,000.00 with the following terms of payment: a. 20% of the net contract price or P13,200.00 will be due and payable upon signing of the contract papers. b. 20% of the net contract price or P13,200.00 will be due and payable before commencement of delivery. c. The balance of 60% of the net contract price or P39,600.00 with 8% financing charge per annum will be covered by a Promissory Note bearing interest at the rate of 14% per annum and payable in TWELVE (12) equal monthly installment (sic), the first of which will become due thirty (30) days after the completion of delivery. Additional 14% will be charged for all delayed payments. [Exh."A"; Exh. 1.] The second letter-quotation dated July 18, 1972 provides for the selling price of 150 lengths of black iron pipes schedule 40, 1 1/4" x 20' including delivery at P5,400.00 with the following terms of payment: a. 50% of the net contract price or P 2,700.00 will be due and payable upon signing of the contract papers. b. 50% of the net contract price or P 2,700.00 will be due and payable before commencement of delivery. [Exh."C"; Exh. "2".] in behalf of España Extension Ice Plant and Cold Storage.00 on July 28.] P17. At the same time private respondents manifested their preparedness to pay the second installment on both contracts upon notice of Delta's readiness to deliver. Hector Genuino. the non-payment of the subsequent installments by the Genuinos. Whereupon Delta sent new price quotations to the Genuinos based on its current price of black iron pipes.00 and. 1975. The company called the attention of the Genuinos to the stipulation in their two (2) contracts that the quoted prices were good only within thirty (30) days from date of offer.00 ² for a total sum of P15. Delta countered that the black iron pipes cannot be delivered on the prices quoted as of July 1972. "G-1". "B" and "D"]. Delta.800.] The Genuinos rejected the new quoted prices and instead filed a complaint for specific performance with damages seeking to compel Delta to deliver the pipes. 2" x 20' [Exh.200 lengths of black iron pjpes schedule 40. "G-2". as follows: P241. Likewise unquestionable are the following. The evidence presented in the trial court also showed that sometime in July 1972 Delta offered to deliver the iron pipes but the Genuinos did not accept the offer because the construction of the ice plant building where the pipes were to be installed was not yet finished. 1 1/4" x 20' [Exh."A" and "C". and the nonexecution by the Genuinos of the promissory note called for by the first contract.900. the non-delivery of the iron pipes by Delta. 1972 (Exhs. xxxxxxxxx Our price offer indicated herein shall remain firm within a period of thirty (30) days from the date hereof. asked Delta to deliver the iron pipes within thirty (30) days from its receipt of the request. in its . for the second.700. [Exh. P13. Any order placed after said period will be subject to our review and confirmation.] Hector Genuino was agreeable to the offers of Delta hence. 1972 for the first and second letter-quotations. "l" and "2". he manifested his conformity thereto by signing his name in the space provided on July 17.00 for 150 lengths of black iron pipes schedule 40.Both letter-quotations also contain the following stipulations as to delivery and price offer: DELIVERY Ex-stock subject to prior sales. respectively. It is undisputed that private respondents made initial payments on both contracts ² for the first contract. on April 15.00 for 1. Almost three years later. 1972 and July 24.200. P2.550. Exhs. Quezon City. pp. These.] On appeal.00 delivered by the latter as downpayments on the aforesaid contracts.000. Delta should immediately commence delivery of the black iron pipes. 18-19.00 as attorney's fees. Branch XVIII. Rollo.700. 71-72. [CA Decision. pp. 13-14. 1191 of the New Civil Code.00 and execution of a promissory note called for by the first contract. 20. 3. Delta should have included in said contracts a deadline for delivery but it did not. Ordering plaintiffs to pay defendant the sum of P10. 4. it had knowledge of the fact that the black iron pipes would be used by the Genuinos in their cold storage plant which was then undergoing construction and therefore. Declaring the contracts. pp. pp. Delta posits.the dispositive portion of its decision reading as follows: WHEREFORE. The case was docketed as Civil Case No. Rollo. Delta's refusal to make delivery in 1975 unless the Genuinos pay a price very much higher than the prices it previously quoted would mean an amendment of the contracts. the Court of Appeals reversed and ordered private respondents to make the payments specified in "Terms of Payment ² (b)" of the contracts and to execute the promissory note required in the first contract and thereafter. 73-74. Annexes "A" and "C" of the complaint rescinded.] Respondent court denied Delta's motion for reconsideration hence this petition for review praying for the reversal of the Court of Appeals decision and affirmance of that of the trial court. [CA Decision.900. Rollo. would require sometime before the Genuinos would require delivery. After trial the Court of First Instance ruled in favor of Delta.] 2. As a matter of fact neither did it insist on delivery when the Genuinos refused to accept its offer of delivery. It would be too unfair for the plaintiffs if they will be made to bear the increase in prices of the black iron pipes when they had already paid quite an amount for said items and defendant had made use of the advance payments. To pay the costs of suit. judgment is rendered: 1. 2. and payment of 50% of the net contract price or P2. p.answer prayed for rescission of the contracts pursuant to Art. pp. Petitioner argues that its obligation to deliver the goods under both contracts is subject to conditions required of private respondents as vendees. p. pp. That would be unjust enrichment on the part of the defendant at the expense of the plaintiffs and is considered an abominable business practice. As Delta was the one who prepared the contracts and admittedly. 53-54. Rollo. These conditions are: payment of 20% of the net contract price or P13. and. namely: 1.* [CA Decision. Q-20120 of the then Court of First Instance of Rizal. [CFI Decision.] The Court of Appeals cited two main reasons why it reversed the trial court.00 under the second contract. 75. premises considered. are suspensive conditions . Ordering defendant to refund to plaintiffs the sum of P15. 16-17.200. is that correct. great and sudden fluctuation in market prices have occurred. when private respondents did not perform their obligations. In construing Art. The court shall decree the rescission claimed. sir. v. This is understood to be without prejudice to the rights of third persons who have acquired the thing. September 29. Plaintiffs (private respondents herein) were short-funded. the conduct of Delta indicates that the Genuinos' non-performance of its obligations was not a substantial breach. 9-12. Delta relies on the following provision of law on rescission: Art. "[r]escission will be ordered only where the breach complained of is substantial as to defeat the object of the parties in entering into the agreement. in case one of the obligors should not comply with what is incumbent upon him. 1191. The injured party may choose between the fulfillment and the rescission of the obligation. and did not have the space to accommodate the pipes they ordered" [CFI Decision. when it took them three (3) long years before they demanded delivery of the iron pipes that in the meantime. G. 290. Delta is entitled to rescind the two (2) contracts. it is undisputed that a month after the execution of the two (2) contracts. He may also seek rescission. Evangelista reported (sic) to you that plaintiff would not accept delivery." [Universal Food Corporation v. R. In the case at bar. manager of the Technical Service department of petitioner: Q You stated that you sent a certain Evangelista to the España Extension and Cold Storage to offer the delivery subject matter of the contract and then you said that Mr. as a summary of your statement? AA Yes. May 13. and. Natividad." [Phil. Firstly. Rollo. 21 SCRA 284. the Supreme Court has stated that. Rollo.] Further. No. p. "[t]he question of whether a breach of a contract is substantial depends upon the attendant circumstances.1970. Inc. pp. 18]. p. if the latter should become impossible. The power to rescind obligations is implied in reciprocal ones. 1191. pp. 49]. Given this answer to its offer.R. L-29155. 1720. in accordance with articles 1385 and 1388 and the Mortgage Law. 1967. No. as would warrant rescission. G.and only upon their performance or compliance would its obligation to deliver the pipes arise [Petition. Delta's offer to deliver the black iron pipes was rejected by the Genuinos who were "not ready to accept delivery because the cold storage rooms have not been constructed yet. Amusement Enterprises. Court of Appeals. let alone a breach of contract.33 SCRA 1. with the payment of damages in either case. Delta did not do anything. It will not be granted where the breach is slight or casual. unless there be just cause authorizing the fixing of a period. 9. even after he has chosen fulfillment. .] Thus.L-21876. As testified by Crispin Villanueva. when they refused to accept petitioner's offer to deliver the goods. Q Now. 429 (1934)]. No. the power to rescind under Art.00 down payments [See Art. R. We could not deliver the said black iron pipes.] In the instant case. 107. We are. Any order placed after said period will be subject to our review and confirmation. what did you do in the premises (sic)? A Yes. but also the P15. in its answer to private respondents' request for delivery of the pipes. Q Did you not report that fact to . G. pp. "[T]he act of a party in treating a contract as cancelled or resolved on account of infractions by the other contracting party must be made known to the other and is always provisional. Q And you did not do anything after that? A Because taking the word of my Engineer we did not do anything. [TSN. Further. we take the word of Mr.900. .] Moreover. at the very least. v. We regret to say. And if petitioner Delta claims the right to rescission. Thus. it should have offered to return the P15. because as per information the Ice Plant is not yet finished. 1972 as per the following paragraph quoted on said proposal: Our price offer indicated herein shall remain firm within a period of thirty (30) days from the date hereof. "G". De los Angeles. it would be highly inequitable for petitioner Delta to rescind the two (2) contracts considering the fact that not only does it have in its possession and ownership the black iron pipes. 35 SCRA 102. Delta countered: Thank you for your letter dated April 15.900. three (3) years later when the Genuinos offered to make payment Delta did not raise any argument but merely demanded that the quoted prices be increased. therefore. Emphasis supplied. Evangelista. that we cannot base our price on our proposals dated July 3 and July 18.. It only raised rescission as a defense when it was sued for specific performance by private respondents. however. September 29. L-28602. any other defendant-officials of the Delta Motor Corporation? A No.. Civil Code and Hodges v. being ever subject to scrutiny and review by the proper court. 18-19. Granada. enclosing our re-quoted proposal based on our current price. 1385. well." [University of the Phils.] xxxxxxxxx And secondly. [Exh. 59 Phil. Delta made no manifestation whatsoever that it had opted to rescind its contracts with f-he Genuinos. 1975. 1975. requesting for delivery of Black Iron pipes. 1970..00 down payments private respondents have paid. December 8. 1191 is not absolute. Feliciano and Bidin.] And as further provided by the Civil Code: Art. will be subject to its review and confirmation.J. WHEREFORE. waived performance of these conditions and opted to go on with the contracts although at a much higher price.. Thus. concur. Neither could petitioner Delta rely on the fluctuation in the market price of goods to support its claim for rescission. Art. ex-stock subject to prior sales. Emphasis supplied."1" and "2". 1475.] Thus. were accepted by the private respondents within the thirty (30)-day period.. 1545. please indicate your conformity by signing the space provided herein below which also serves as a contract of this proposal. 1545 of the Civil Code provides: Art. means that "the goods have not been delivered and that there are no prior commitments other than the sale covered by the contracts. Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. nevertheless. petitioner cannot claim for higher prices for the black iron pipes due to the increase in the cost of goods. 45. As testified to by petitioner's Vice-President of Marketing for the Electronics. the moment private respondents accepted the offer of Delta. C. Delta cannot ask for increased prices based on the price offer stipulation in the contracts and in the increase in the cost of goods. Jr. SO ORDERED. however. JJ. p. .. The contract of sale is perfected at the moment there is a meeting of minds upon thing which is the object of the contract and upon the price. Reliance by Delta on the price offer stipulation is misplaced. And as stipulated in the two (2) letter-quotations.] Finally. Art. The offers of Delta. acceptance of the offer gives rise to a contract between the parties: In the event that this proposal is acceptable to you."A" and "C". Based on the foregoing. [Emphasis supplied. Gutierrez. such party may refuse to proceed with the contract or he may waived performance of the condition. the stipulation in the two (2) contracts as to delivery. Airconditioning and Refrigeration division. [Exhs. 1319. 5.. the contract of sale between them was perfected and neither party could change the terms thereof." [CFI Decision. p. . Said stipulation makes reference to Delta's price offer as remaining firm for thirty (30) days and thereafter. . the company has no more option to change the price. . the Court finds that it has.It is for these same reasons that while there is merit in Delta's claim that the sale is subject to suspensive conditions. Exhs. petitioner Delta and private respondents Genuinos should comply with the original terms of their contracts. Rollo. once the offer is accepted. MarcelinoCaja. Fernan. . Where the obligation of either party to a contract of sale is subject to any condition which is not performed. the decision of the Court of Appeals is hereby AFFIRMED. for lack of merit. 3453. the Dignos spouses sold the same land in favor of defendants spouses. COURT OF APPEALS and ATILANO G. 3) was executed by the Dignos spouses in favor of the Cabigas spouses. JABIL. dated August 25. 1981.00. vs. Court of Appeals dated July 31. also marked Exh. known as Lot No. and (2) its Resolution dated December 16.000.00.R. 23-L entitled Atilano G. BIDIN. HON. payable in two installments.00 to be paid on or before September 15. .J. which was paid and acknowledged by the vendors in the deed of sale (Exh. 1965. Lapu-Lapu City. wrote a separate dissenting opinion to which Justice Patajo concurred. De Cabigas. for the price of P35. Silvestre T. Justice de la Fuente wrote a separate concurring opinion. A deed of absolute sale (Exh.000. and which was registered in the Office of the Register of Deeds pursuant to the provisions of Act No. J. Jabil vs. de Cabigas. Justice Gancayco. petitioners. as Attorney-in-Fact of Luciano Cabigas and Jovita L. On June 7. who were then U. L-59266 February 29. C) executed in favor of plaintiff-appellant. Justice Cenzon concurred both with Justice German's decision and Justice de la Fuente's opinion. No. citizens. 1965.000.: This is a petition for review on certiorari seeking the reversal of the: (1) Decision * of the 9th Division. 1972 of the Court of First Instance ** of Cebu in civil Case No. Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G. 1965.1981. appellants (petitioners) Dignos spouses sold the said parcel of land to plaintiff-appellant (respondent Atilano J. The undisputed facts as found by the Court of Appeals are as follows: The Dignos spouses were owners of a parcel of land. On November 25. of the cadastral survey of Opon. denying defendantappellant's (Petitioner's) motion for reconsideration. with an assumption of indebtedness with the First Insular Bank of Cebu in the sum of P12. 3344. 1988 SILVESTRE DIGNOS and ISABEL LUMUNGSOD. however. respondents. Luciano Cabigas and Jovita L. affirming with modification the Decision. Jabil) for the sum of P28.000. and the next installment in the sum of P4. Dignos and IsabelaLumungsod de Dignos and PanfiloJabalde.Footnotes * The Court of Appeals decision was penned by Justice German.00.S. Consequently. .As the Dignos spouses refused to accept from plaintiff-appellant the balance of the purchase price of the land. Dignos and IsabelaLumungsod de Dignos not rescinded. a citizen of the United States of America. Judgment MODIFIED. de Cabigas the sum of P35. Opon Cadastre and when the decision of this case becomes final and executory. automatically becomes permanent in virtue of this decision. the plaintiff (respondent herein) and defendants-spouss (petitioners herein) appealed to the Court of Appeals.00. which appeal was docketed therein as CAG. With costs against the defendants. 1966. Jabil v. Silvestre T. SO ORDERED. No. the Court hereby declares the deed of sale executed on November 25. null and void ab initio. pp. 1981. through their attorney-in-fact. plaintiff-appellant brought the present suit. The disposive portion of said decision of the Court of Appeals reads: IN VIEW OF THE FOREGOING CONSIDERATIONS.appellant discovered the second sale made by defendants-appellants to the Cabigas spouses. (Rollo. and as plaintiff. reasonable amount corresponding to the expenses or costs of the hollow block fence. except as to the modification of the judgment as pertains to plaintiff-appellant above indicated. Jabil is hereby ordered to pay the sum. the plaintiff Atilano G. of Sixteen Thousand Pesos (P16. 54393-R. Dignos and IsabelaLumungsod de Dignos should return to defendants-spouses Luciano Cabigas and Jovita L. Dignos. so far constructed. The plaintiff Atilano G. From the foregoing. "Atilano G. Jabil is ordered to reimburse the defendants Luciano Cabigas and Jovita L.R. PanfiloJabalde.000.000. With costs against defendants-appellants. The writ of preliminary injunction issued on September 23. 1965 by defendant Isabela L. 3453. the Court of first Instance of Cebu rendered its Decision on August 25. the Court of Appeals affirmed the decision of the lower court except as to the portion ordering Jabil to pay for the expenses incurred by the Cabigas spouses for the building of a fence upon the land in question. as equity demands that nobody shall enrich himself at the expense of another. the decretal portion of which reads: WHEREFORE.00) to the defendants-spouses upon the execution of the Deed of absolute Sale of Lot No. de Dignos in favor of defendant Luciano Cabigas. de Cabigas. et al. the judgment appealed from is hereby AFFIRMED in all other respects.1972. 27-28) After due trial. and the deed of sale executed by defendants Silvestre T. It is further ordered that defendants-spouses Silvestre T." On July 31. AS ONE OF ABSOLUTE SALE. THE COURT ALSO ERRED IN MISAPPLYING ARTICLE 1371 AS WARRANTING READING OF THE AGREEMENT. acting on the motion for reconsideration and on all subsequent pleadings filed. 1982 and to give due course to the instant petition. 1982. On August 9. 1982. III THE COURT OF APPEALS COMMITTED AN ERROR OF LAW IN REJECTING THE APPLICABILITY OF ARTICLES 2208. but on December 16. DESPITE THE CLARITY OF THE TERMS THEREOF SHOWING IT IS A CONTRACT OF PROMISE TO SELL. IS INEFFECTIVE SINCE IT HAS NOT BEEN JUDICIALLY DEMANDED NOR IS IT A NOTARIAL ACT. A motion for reconsideration of said resolution was filed on March 16. respondents filed a rejoinder to reply of petitioners which was noted on the resolution of September 20.1982.2217 and 2219 OF THE NEW CIVIL CODE AND ESTABLISHED JURISPRUDENCE AS TO WARRANT THE AWARD OF DAMAGES AND ATTORNEY'S FEES TO PETITIONERS. 1981. Petitioners raised the following assignment of errors: I THE COURT OF APPEALS COMMITTED A GRAVE ERROR OF LAW IN GROSSLY. EXHIBIT C. EXHIBIT G.1982. EXHIBIT C.appellants (petitioners) Dignos spouses. Hence. this Court resolved to reconsider its resolution of February 10. which comment was filed on May 11. 1982 and a reply thereto was filed on July 26. respondents were required to comment thereon. HOLDING IT AS AN ABSOLUTE SALE. the Second Division of this Court denied the petition for lack of merit. II THE COURT OF APPEALS COMMITTED AN ERROR OF LAW IN INCORRECTLY APPLYING AND OR IN MISAPPLYING ARTICLE 1592 OF THE NEW CIVIL CODE AS WARRANTING THE ERRONEOUS CONCLUSION THAT THE NOTICE OF RESCISSION.A motion for reconsideration of said decision was filed by the defendants. INCORRECTLY INTERPRETING THE TERMS OF THE CONTRACT. 1982 in compliance with the resolution of June 16. 1982. In the resolution of February 10. EFFECTIVE TO TRANSFER OWNERSHIP OVER THE PROPERTY IN QUESTION TO THE RESPONDENT AND NOT MERELY A CONTRACT TO SELL OR PROMISE TO SELL. IV .1 982. a resolution was issued by the Court of Appeals denying the motion for lack of merit. this petition. 1982. On September 6. In the resolution dated April 26. THE COURT OF APPEALS COMMITTED AN ERROR IN AFFIRMING WITH MODIFICATION THE DECISION OF THE TRIAL COURT DUE TO GRAVE MISINTERPRETATION..000. HE HAVING COME TO COURT WITH UNCLEAN HANDS. That the spouses agrees to sign a final deed of absolute sale in favor of Atilano G. That the said spouses agrees to defend the said Atilano G. I. 2. Thousand Pesos (P4.PLAINTIFF'S COMPLAINT FOR SPECIFIC PERFORMANCE SHOULD HAVE BEEN DISMISSED. 4. with the following conditions: 1. It is significant to note that this petition was denied by the Second Division of this Court in its Resolution dated February 1 0.000. 5. The foregoing assignment of errors may be synthesized into two main issues. That Atilano G. pp. petitioners reiterated their contention that the Deed of Sale (Exhibit "C") is a mere contract to sell and not an absolute sale. that the same is subject to two (2) positive suspensive conditions. Whether or not there was a valid rescission thereof. Jabil over the above-mentioned property upon the payment of the balance of Four Thousand Pesos.00 on or before September 15. to wit: I. the petition was given due course. but on motion for reconsideration and on the basis of all subsequent pleadings filed. Jabil from other claims on the said property. The contract in question (Exhibit C) is a Deed of Sale.00) Loan from the First Insular Bank of Cebu. II. 3. Jabil is to assume the balance of Twelve Thousand Pesos (P12. Whether or not subject contract is a deed of absolute sale or a contract Lot sell. MISAPPLICATION AND MISAPPREHENSION OF THE TERMS OF THE QUESTIONED CONTRACT AND THE LAW APPLICABLE THERETO.000. Jabil is to pay the said spouses the balance of Four. 1 982 for lack of merit. That Atilano G.1965 and the immediate assumption of the . (Original Record. 10-11) In their motion for reconsideration. That AtilanoG. V BY AND LARGE.1965.00) on or before September 15.Jabilis to pay the amount of Twelve Thousand Pesos P12. Philippine Currency as advance payment.00) Phil. namely: the payment of the balance of P4.000. There is no merit in this petition. 000. 132 SCRA 722. (12 SCRA 276). 51-52). In bolstering their contention that Exhibit "C" is merely a contract to sell. It is further contended that in said contract. petitioners anchored their contention on the very terms and conditions of the contract. By and large. the ownership of the thing sold passes to the vendee upon actual or constructive delivery thereof. (2) determinate subject matter. the Dignos spouses until the suspensive condition of full and punctual payment of the balance of the purchase price shall have been met. et al." Such contention is untenable. and (3) price certain in money or its equivalent. pp." As applied in the case of Froilan v. Pan Oriental Shipping Co. While it may be conceded that there was no constructive delivery of the land sold in the case at bar. 86 SCRA 305). 52). convey or transfer their ownership to the alleged vendee. as subject Deed of Sale is a private instrument. more particularly paragraph four which reads.. In addition. the issues in this case have already been settled by this Court in analogous cases." and condition number five which reads. p. "that the spouses agrees to sign a final deed of absolute sale over the mentioned property upon the payment of the balance of four thousand pesos. Jabil . So that there is no actual sale until full payment is made (Rollo. Petitioners insist that Exhibit "C" (or 6) is a private instrument and the absence of a formal deed of conveyance is a very strong indication that the parties did not intend "transfer of ownership and title but only a transfer after full payment" (Rollo. v. Inc. are present. it is beyond question that . such as: (1) consent or meeting of the minds.. Article 1477 of the same Code provides that "The ownership of the thing sold shall be transferred to the vendee upon actual or constructive delivery thereof. all the elements of a valid contract of sale under Article 1458 of the Civil Code. Vda. "that said spouses has agreed to sell the herein mentioned property to Atilano G.mortgage of P12. Maritime Building Co. Inc. Moreover.. title or ownership over the property was expressly reserved in the vendor.00 with the First Insular Bank of Cebu. this Court held that in the absence of stipulation to the contrary. it has been held that a deed of sale is absolute in nature although denominated as a "Deed of Conditional Sale" where nowhere in the contract in question is a proviso or stipulation to the effect that title to the property sold is reserved in the vendor until full payment of the purchase price.. de Leon. On the contrary. Luzon Brokerage Co.. petitioners aver that there is absolutely nothing in Exhibit "C" that indicates that the vendors thereby sell. nor is there a stipulation giving the vendor the right to unilaterally rescind the contract the moment the vendee fails to pay within a fixed period Taguba v.. Thus. A careful examination of the contract shows that there is no such stipulation reserving the title of the property on the vendors nor does it give them the right to unilaterally rescind the contract upon non-payment of the balance thereof within a fixed period. Record on Appeal. claiming to be an emissary of Jabil.1965 so that the latter constructed thereon Sally's Beach Resort also known as Jabil's Beach Resort in March. Petitioners laid considerable emphasis on the fact that private respondent Jabil had no money on the stipulated date of payment on September 15. that "where time is not of the essence of the agreement. Vda. Under Article 1358 of the Civil Code.000. 108). informed the Dignos spouses not to go to the house of Jabil because the latter had no money and further advised petitioners to sell the land in litigation to another party (Record on Appeal.there was actual delivery thereof. 1965. contemporaneous with the contract. 23-L.1965 and was able to raise the necessary amount only by mid-October 1965. Be that as it may. 1965. the Dignos spouses delivered the possession of the land in question to Jabil as early as March 27. a slight delay on the part of one party in the performance of his obligation is not a sufficient ground for the rescission of the agreement" (Taguba v. it is evident that when petitioners sold said land to the Cabigas spouses. equity and justice mandate as in the aforecited case that Jabil be given an additional period within which to complete payment of the purchase price. Vda. p. .00 and was delayed in payment only for one month. 23). Applying the rationale of the case of Taguba v. there is no showing that Amistad was properly authorized by Jabil to make such extra-judicial rescission for the latter who. the contract of sale was already rescinded. they were no longer owners of the same and the sale is null and void. on the contrary. As correctly found by the Court of Appeals. the Court of Appeals in its resolution dated December 16. and neither did they file a suit in court to rescind the sale. Considering that private respondent has only a balance of P4. clearly show that an absolute deed of sale was intended by the parties and not a contract to sell. vigorously denied having sent Amistad to tell petitioners that he was already waiving his rights to the land in question. however. de Leon. It has been ruled. The most that they were able to show is a letter of Cipriano Amistad who. It is undisputed that petitioners never notified private respondents Jabil by notarial act that they were rescinding the contract. supra). Mactan White Beach Resort on January 15. Moreover. it is required that acts and contracts which have for their object the extinguishment of real rights over immovable property must appear in a public document. Such facts were admitted by petitioner spouses (Decision.de Leon (supra) which is on all fours with the case at bar. Civil Case No.1981 found that the acts of petitioners. the contract of sale being absolute in nature is governed by Article 1592 of the Civil Code.1966 and Bevirlyn's Beach Resort on September 1. As found by the trial court. Petitioners claim that when they sold the land to the Cabigas spouses. II. p. ROMERO. SO ORDERED. Romero. VITUG.000 square meters. was engaged in the business of production. . permalite insulation and processed perlite ore. Mendoza. Feliciano and Cortes.R.WHEREFORE.. petitioner and his foreign partners decided to put up a central warehouse in Metro Manila on a land area of approximately 2. concur. Footnotes * Penned by Justice Elias B. 1995 VIRGILIO R. petitioner. J. Jr. Sison and Vicente V. The project was made known to several freelance real estate brokers. ** Penned by Judge Ramon E.Arellano Law Foundation Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G. No. manufacture and exportation of perlite filter aids. The Lawphil Project . COURT OF APPEALS and ENRIQUETA CHUA VDA. vs. respondents. Asuncion and concurred by Justices Porfirio V. Nazareno. JJ. Gutierrez. In 1988.: The parties pose this question: May the vendor demand the rescission of a contract for the sale of a parcel of land for a cause traceable to his own failure to have the squatters on the subject property evicted within the contractually-stipulated period? Petitioner Virgilio R.. a civil engineer. HON. 107207 November 23. DE ONGSIONG. the petition filed is hereby Dismissed for lack of merit and the assailed decision of the Court of Appeals is Affirmed in toto. Fernan (Chairman). Filipino and residing at 105 Simoun St. covered by TCT No. 361402 issued by the Registry of Deeds of Pasig and more particularly described as follows: xxxxxxxxx WHEREAS. the VENDEE.. Philippine Currency. Petitioner visited the property and. Plainview Subd. titles and interest in and to the property mentioned in the FIRST WHEREAS CLAUSE. Later. the VENDOR agrees to sell to the VENDEE. the lot was covered by TCT No. Metro Manila.000. Municipality of Parañaque. administrators. Quezon City. Petitioner expressed his concurrence. 361402 in the name of private respondent Enriqueta Chua vda.00) ONLY. accompanied by a broker. successors. married to Severina L. of Legal age. all her rights. The simply-drawn contract read: DEED OF CONDITIONAL SALE KNOW ALL MEN BY THESE PRESENTS: This Contract. except for the presence of squatters in the area. of legal age. subject to the terms and conditions hereinafter stipulated: NOW. DE ONGSIONG. deOngsiong. Located in Barangay San Dionisio.. offered a parcel of land measuring 1. hereinafter referred to as the VENDEE: W I T N E S S E T H : That WHEREAS. Mandaluyong Metro Manila.952) SQUARE METERS. the VENDOR is the owner of One (1) parcel of land with a total area of ONE THOUSAND NINE HUNDRED FIFTY TWO (1. he found the place suitable for a central warehouse. On 09 June 1988. their heirs. executors.600. Province of Rizal. 1988 by and between: ENRIQUETA CHUA VDA.00 per square meter. located in Barrio San Dionisio. more or less. a contract. payable by VENDEE to in to (sic) manner set forth. Alfonso Flores and his wife." was executed between petitioner and private respondent.A day or so after the announcement. THEREFORE. -andVIRGILIO R. widow. hereinafter referred to as the VENDOR. for and in consideration of the sum of ONE MILLION FIVE HUNDRED SIXTY ONE THOUSAND SIX HUNDRED PESOS (P1.00 which could be used in taking up an ejectment case against the squatters. Lat. Philippines this 9th day of June. Metro Manila. Parañaque. subject to the following terms and conditions: . and residing at 110 San Miguel St. made and executed in the Municipality of Makati. Filipino. private respondent would agree to sell the property for only P800. the Flores spouses called on petitioner with a proposal that should he advance the amount of P50. assign. denominated "Deed of Conditional Sale.561. ROMERO.952 square meters.. for (sic) has offered to buy a parcel of land and the VENDOR has accepted the offer. 600.00) ONLY Philippine Currency.)(Sgd. ROMERO ENRIQUETA CHUA VDA. Expenses for the registration such as registration fees. assurances and such other fees and expenses as may be necessary to transfer the title to the name of the VENDEE shall be for the account of the VENDEE while capital gains tax shall be paid by the VENDOR. Ongsiong Jack M. It is hereby agreed. forthwith received and acknowledged a check for P50. (Sgd. 1988. DE ONGSIONG Vendee Vendor SIGNED IN THE PRESENCE OF: (Sgd.600. That in the event that the VENDEE shall not be able to pay the VENDOR the balance of the purchase price of ONE MILLION FIVE HUNDRED ELEVEN THOUSAND SIX HUNDRED PESOS (P1. execute. the FIFTY THOUSAND PESOS (P50.) Rowena C. transfer fee. Cruz 1 Alfonso Flores.511.00 2from petitioner.000. Philippines on this 9th day of June. That the sum of FIFTY THOUSAND PESOS (P50. is to be paid upon signing and execution of this instrument.00) previously paid as downpayment shall be forfeited in favor of the VENDOR. 3 . the parties hereunto signed those (sic) presents in the City of Makati MM. Upon full payment of the overall purchase price as aforesaid. documentary stamp. in behalf of private respondent.)(Sgd. The balance of the purchase price in the amount of ONE MILLION FIVE HUNDRED ELEVEN THOUSAND SIX HUNDRED PESOS (P1. acknowledged (sic) and deliver the corresponding deed of absolute sale in favor of the VENDEE free from all liens and encumbrances and all Real Estate taxes are all paid and updated.00) ONLY shall be paid 45 days after the removal of all squatters from the above described property.00) ONLY after 45 days from written notification to the VENDEE of the removal of the squatters from the property being purchased.1.) VIRGILIO R.000.511. VENDOR without necessity of demand shall immediately sign. the downpayment made by the buyer shall be returned/reimbursed by the VENDOR to the VENDEE. IN WITNESS WHEREOF. 3.000. covenanted and stipulated by and between the parties hereto that if after 60 days from the date of the signing of this contract the VENDOR shall not be able to remove the squatters from the property being purchased. 2. the Presidential Commission for the Urban Poor ("PCUD"). 7579) against Melchor Musa and 29 other squatter families with the Metropolitan Trial Court of Parañaque. asked the Metropolitan Trial Court of Parañaque for a grace period of 45 days from 21 April 1989 within which to relocate and transfer the squatter families. Viloria. of availing himself of the power to rescind the contract and demand the return. Instead. a perusal of the terms and conditions of the contract clearly shows that the right to rescind the contract and to demand the return/reimbursement of the downpayment is granted to our client for his protection. the contract had already been partially fulfilled and executed upon receipt of the downpayment of your client.F. In fact. On 08 June 1989. Ms. Jr. for which reason. Apostol reminded private respondent on the expiry of the 45-day grace period and his client's willingness to "underwrite the expenses for the execution of the judgment and ejectment of the occupants. reimbursement of the downpayment. dated 07 April 1989. judgment was rendered ordering the defendants to vacate the premises. that expenses which shall be incurred by reason thereof shall be chargeable to the purchase price of the land. our client had opted to take it upon himself to ." 5 In his letter of 19 June 1989. through its Regional Director for Luzon. in his reply of 17 April 1989. Joaquin Yuseco. however. The writ of execution of the judgment was issued. Moreover. Apostol wrote back to explain: The contract of sale between the parties was perfected from the very moment that there was a meeting of the minds of the parties upon the subject lot and the price in the amount of P1.561. Acting favorably on the request. Farley O. Apostol that the Deed of Conditional Sale had been rendered null and void by virtue of his client's failure to evict the squatters from the premises within the agreed 60-day period. the provision of the Deed of Conditional Sale do not grant her the option or prerogative to rescind the contract and to retain the property should she fail to comply with the obligation she has assumed under the contract. counsel for petitioner. private respondent filed a complaint for ejectment (Civil Case No. or on 21 February 1989. Atty. Sergio A." 6 On 23 June 1989.Ongsiong is precluded from rejecting its binding effects relying upon her inability to eject the squatters from the premises of subject property during the agreed period. the court suspended the enforcement of the writ of execution accordingly.00 she received from petitioner since.600. it is now possible to eject the squatters from the premises of the subject property. A few months later. Our client believes that with the exercise of reasonable diligence considering the favorable decision rendered by the Court and the writ of execution issued pursuant thereto. 4 Meanwhile. advised Atty. still later. Atty..00. In a letter. he proposes that he shall take it upon himself to eject the squatters. Atty.000. she could not "get rid of the squatters" on the lot. He added that private respondent had "decided to retain the property. The decision was handed down beyond the 60-day period (expiring 09 August 1988) stipulated in the contract. private respondent sought to return the P50.Pursuant to the agreement. counsel for private respondent. provided. refused the tender and stated:. Atty. Suffice it to state that. she said. Apostol. on 30 March 1989. eject the squatters from the premises. the Metropolitan Trial Court issued an alias writ of execution in Civil Case No. we refer you to our letters addressed to your client dated April 17.00 cash. accordingly. 1989. filed with the Regional Trial Court of Makati. Furthermore. private respondent. It is undeniable that Ms. then she should not have pursued the issuance of an alias writ of execution. was the party who could.Ongsiong deliberately refused to exert efforts to eject the squatters from the premises of the subject property and her decision to retain the property was brought about by the sudden increase in the value of realties in the surrounding areas. and (2) she has spent so much to eject them from the premises (p. under the circumstances.000. A few days later (or on 27 June 1989). prompted by petitioner's continued refusal to accept the return of the P50.00 advance payment. 1989. The court ruled that the provisions in the contract relating to (a) the return/reimbursement of the P50. tsn. plus damages. 89-4394. The lower court. on 26 June 1990. the so-called squatter factor is simply factuitous (sic). being the injured party. it is basic under the law on contracts that the power to rescind is given to the injured party. she did not even report to the police the alleged phone threats from the squatters. upon the other hand. Militating against her profession of good faith is plaintiffs conduct which is not in accord with the rules of fair play and justice. she caused the issuance of an alias writ of execution on August 25. namely: (1) he (sic) is afraid of the squatters. Precisely. 1989 and June 8. instead. and for the consignation of P50. Back to Civil Case No. If she were really afraid of the squatters. 1990). 89-4394 for rescission of the deed of "conditional" sale. 7579 on motion of private respondent but the squatters apparently still stayed on. the Regional Trial Court of Makati rendered decision holding that private respondent had no right to rescind the contract since it was she who "violated her obligation to eject the squatters from the subject property" and that petitioner. dismissed the complaint and ordered. rescind the agreement.00 if the vendor were to fail in her obligation to free the property from squatters within the stipulated period or (b). Undoubtedly. . Meanwhile. 1989 (Exh. on 25 August 1989. private respondent to eject or cause the ejectment of the squatters from the property and to execute the absolute deed of conveyance upon payment of the full purchase price by petitioner. Besides. To the 9 mind of the Court. The court added: 8 This Court is not convinced of the ground relied upon by the plaintiff in seeking the rescission. your client has not complied with her obligation under their contract in good faith.000. the sum's forfeiture by the vendor if the vendee were to fail in paying the agreed purchase price.000. ses. amounted to "penalty clauses". 6) in the ejectment suit which was almost two months after she filed the complaint before this Court on June 27. 3. Branch 133. Please consider this letter as a tender of payment to your client and a demand to execute 7 the absolute Deed of Sale. under Article 1191 of the Civil Code. our client is the injured party. Moreover. Notably. 6. Civil Case No. Jan. the title given to it by the parties is not as much significant as its substance. A sale is at once perfected when a person (the seller) obligates . i. center on the nature of the contract adverted to and the P50. It would be futile to challenge the agreement here in question as not being a duly perfected contract.00 which was deposited in the court below. the non-occurrence of which resulted in the failure of the object of the contract. For example. of course. as the case may be. it concluded. in fine. or subject to.00 remittance made by petitioner. the fulfillment of certain express warranties (which. in the case of the vendor. 11 Failing to obtain a reconsideration. Where. WHEREFORE. to the compliance by one party of an undertaking the fulfillment of which would beckon. Thus. the appellate court rendered its decision. a deed of sale. and that the provision requiring a mandatory return/reimbursement of the P50. the demandability of the reciprocal prestation of the other party. in reality.000. the payment of the agreed purchase price and. and a new one entered declaring the contract of conditional sale dated June 9. 1545. the other party may either refuse to proceed or waive said condition (Art. The reciprocal obligations referred to would normally be. 13 In determining the real character of the contract. No pronouncement as to costs. that private respondent substantially complied with her obligation to evict the squatters. in the case at bench is the timely eviction of the squatters on the property). the decision appealed from is REVERSED and SET ASIDE. On 29 May 1992. of the prescribed condition. the failure of such condition would prevent the juridical relation itself from coming into existence. in turn. may be treated as absolute in nature.Private respondent appealed to the Court of Appeals. in the case of vendee. that it was petitioner who was not ready to pay the purchase price and fulfill his part of the contract.e. the ejectment of the squatters from the land.00 in case private respondent would fail to eject the squatters within the 60-day period was not a penal clause. if title to the property sold is not reserved in the vendor or if the vendor is not granted the right to unilaterally rescind the contract predicated on the fulfillment or non-fulfillment. 10 It opined that the contract entered into by the parties was subject to a resolutory condition.. When ownership is retained until the fulfillment of a positive condition the breach of the condition will simply prevent the duty to convey title from acquiring an obligatory force.000. petitioner filed this petition for review on certiorari raising issues that. the condition is imposed upon the perfection of the contract itself. A perfected contract of sale may either be absolute or conditional 12depending on whether the agreement is devoid of. 14 The term "condition" in the context of a perfected contract of sale pertains. 1988 cancelled and ordering the defendant-appellee to accept the return of the downpayment in the amount of P50. any condition imposed on the passing of title of the thing to be conveyed or on the obligation of a party thereto.000. although denominated as a deed of conditional sale. Civil Code). If the condition is imposed on an obligation of a party which is not complied with. to deliver and to transfer ownership of a specified thing or right to another (the buyer) over which the latter agrees. 19 In contracts of sale particularly. private respondent's action for rescission is not warranted. private respondent is obligated to evict the squatters on the property. however.. the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which. It is this provision which is the pertinent rule in the case at bench. He has agreed. Under the agreement. to shoulder the expenses of the execution of the judgment in the ejectment case and to make arrangements with the sheriff to effect such execution.00. 21 The right of resolution of a party to an obligation under Article 1191 of the Civil Code is predicated on a breach of faith by the other party that violates the reciprocity between them. We share the opinion of the appellate court that the undertaking required of private respondent does not constitute a "potestative condition dependent solely on his will" that might.e.000.561. She is not the injured party. covered by Transfer Certificate of Title No. be void in accordance with Article 1182 of the Civil Code 17 but a "mixed" condition "dependent not on the will of the vendor alone but also of third persons like the squatters and government agencies and personnel concerned.952square meter lot in San Dionisio.00 was to be paid upon the execution of the document of sale and the balance of P1." From the moment the contract is perfected. allows the obligee to choose between proceeding with the agreement or waiving the performance of the condition. Article 1545 of the Civil Code. of which P50. usage and law. this offer to pay. only the obligation is avoided. i. The purchase price was fixed at P1. In his letter of 23 June 1989. in the case before us. Rizal. to pay the balance of the purchase price. petitioner has waived the performance of the condition imposed on private respondent to free the property from squatters. may be in keeping with good faith. 16 This option clearly belongs to petitioner and not to private respondent. evidently. for a price certain. that where the so-called "potestative condition" is imposed not on the birth of the obligation but on its fulfillment. assuming for the sake of argument that such a . was specifically identified to be a 1. counsel for petitioner has tendered payment and demanded forthwith the execution of the deed of absolute sale. Parenthetically. Here. according to their nature. otherwise. 20 In any case. having been made prior to the demand for rescission. leaving unaffected the obligation itself." 18 We must hasten to add. Parañaque. aforementioned. 15 The object of the sale.00 payable "45 days after the removal of all squatters from the above described property. Private respondent's failure "to remove the squatters from the property" within the stipulated period gives petitioner the right to either refuse to proceed with the agreement or waive that condition in consonance with Article 1545 of the Civil Code. 22 It is private respondent who has failed in her obligation under the contract. in fact.600. 361402 of the Registry of Deeds for Pasig and therein technically described.himself. Petitioner did not breach the agreement.600.511. The ejectment of the squatters is a condition the operative act of which sets into motion the period of compliance by petitioner of his own obligation. 7 Records.demand is proper under Article 1592 23 of the Civil Code. the questioned decision of the Court of Appeals is hereby REVERSED AND SET ASIDE. Suffice it to say that petitioner having opted to proceed with the sale.000. on the basis of our foregoing conclusions. 205.00 advance payment is reimbursable to petitioner or forfeitable by private respondent. p. 4 Records. would likewise suffice to defeat private respondent's prerogative to rescind thereunder. 12 Art. Court of Appeals. 5 Exh. 116. 2. p. pp. Civil Code of the Philippines. 238 SCRA 602. Cui and Cezar D. Footnotes 1 Records. the matter has ceased to be an issue. concur. and another is entered ordering petitioner to pay private respondent the balance of the purchase price and the latter to execute the deed of absolute sale in favor of petitioner. SO ORDERED. Romero. 9. 10 Penned by Associate Justice Fermin A. vs. 74-75. 2 Exh. There is no need to still belabor the question of whether the P50. 46. neither may petitioner demand its reimbursement from private respondent nor may private respondent subject it to forfeiture. 60-61. 13 See Ang Yu Asuncion. Melo and Panganiban. pp. . Guerrero. 11 Rollo. 9 Records. 6 Exh.. Feliciano. No costs. WHEREFORE. Martin. Francisco. JJ.. D. since.8-B. p.1458. Jr. second paragraph. 3 Exh. and concurred in by Associate Justices Emeterio C. 8 Presided by Judge Buenaventura J. et al. 21 In Boysaw v. Jr. or recover damages by reason of his own breach. the obligation shall take effect in conformity with the provisions of this Code. L-59266. If the other party has promised that the condition should happen or be performed. 19 See Osmeña vs. even though it may have been stipulated that upon failure to pay the price at the time agreed upon the rescission of the contract shall of right take place. even after the expiration of the period. If it depends upon chance or upon the will of a third person. v." The Lawphil Project . 16 Art.. Court of Appeals. Where the obligation of either party to a contract of sale is subject to any condition which is not performed. 33 SCRA 1. Interphil. Court of Appeals. the vendee may pay. the buyer may treat the fulfillment by the seller of his obligation to deliver the same as described and as warranted expressly or by implication in the contract of sale as a condition of the obligation of the buyer to perform his promise to accept and pay for the thing. After the demand. 1475. V. Rama. From that moment. No. 3 citingDignos v. When the fulfillment of the condition depends upon the sole will of the debtor. the Court has said: "The power to rescind is given to the injured party. (148 SCRA 635. 20 See: Intestate Estate of the Late Ricardo P. 1545. 14 Phil. as long as no demand for rescission of the contract has been made upon him either judicially or by a notarial act. Where the ownership in the thing has not passed. Promotions. Court of Appeals. Art. the parties may reciprocally demand performance. 18 Decision.'" 22 Deiparine.Arellano Law Foundation . 'Where the plaintiff is the party who did not perform the undertaking which he was bound by the terms of the agreement to perform. Vol. subject to the provisions of the law governing the form of contracts. Court of Appeals. 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. 1988. 1182. 99. the conditional obligation shall be void. Presbitero. he is not entitled to insist upon the performance of the contract by the defendant. the court may not grant him a new term. p. 23 See Ocampo v. 15 Art. Court of Appeals. p. supra. 513 citing Universal Food Corporation v. 158 SCRA 375. Inc. 217 SCRA 372. 221 SCRA 503. 17 Art. 643). 1592 states: "In the sale of immovable property. such party may refuse to proceed with the contract or he may waive performance of the condition. Sr.14 Ibid. February 29. such first mentioned party may also treat the nonperformance of the condition as a breach of warranty. v. 17. 190. GONZALES (for herself and on behalf of Florida C. We bind ourselves to effect the transfer in our names from our deceased father.240. 1996 ROMULO A. NOEL as attorney-in-fact.000. . The undisputed facts of the case were summarized by respondent court in this wise: On January 19. respondents. Catalina BalaisMabanag) to consummate the sale of a parcel of land with its improvements located along Roosevelt Avenue in Quezon City entered into by the parties sometime in January 1985 for the price of P1. ANNABELLE C.00. as attorney-in-fact).00 ² Total amount 50. ALARICO A. in the total amount of P1. No.R. CORONEL. CORONEL. Constancio P. J. "A") in favor of plaintiff Ramona Patricia Alcaraz (hereinafter referred to as Ramona) which is reproduced hereunder: RECEIPT OF DOWN PAYMENT P1. Quezon City. vs. CORONEL. 1985.:p The petition before us has its roots in a complaint for specific performance to compel herein petitioners (except the last named. FLORAIDA A.000 ² Down payment ²²²²²²²²²²² P1. Coronel. THE COURT OF APPEALS.240. 119627 of the Registry of Deeds of Quezon City. assisted by GLORIA F. and RAMONA PATRICIA ALCARAZ.00. and CATALINA BALAIS MABANAG. the transfer certificate of title immediately upon receipt of the down payment above-stated. petitioners. MELO.240. ALCARAZ. et al. CONCEPCION D. defendants-appellants Romulo Coronel. CIELITO A. (hereinafter referred to as Coronels) executed a document entitled "Receipt of Down Payment" (Exh. 103577 October 7.000. covered by TCT No.00 ² Balance Received from Miss Ramona Patricia Alcaraz of 146 Timog. ANNETTE A. Tupper.000.000. ALMONTE. the sum of Fifty Thousand Pesos purchase price of our inherited house and lot. CORONEL.Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G. 1985. the conditions appurtenant to the sale are the following: 1. We will immediately execute the deed of absolute sale of said property and Miss Ramona Patricia Alcaraz shall immediately pay the balance of the P1. Coronels canceled and rescinded the contract (Exh. Exh.000. Upon the transfer in their names of the subject property. Thus. Exh. "2"). plaintiffs therein (now private respondents) proffered their documentary . On the same date (January 15. the Coronels will execute the deed of absolute sale in favor of Ramona and the latter will pay the former the whole balance of One Million One Hundred Ninety Thousand (P1. the Coronels executed a Deed of Absolute Sale over the subject property in favor of Catalina (Exh. the Coronels sold the property covered by TCT No. a new title over the subject property was issued in the name of Catalina under TCT No. 327043 to intervenor-appellant Catalina B. "D". "6"). 327043 (Exh. 351582 (Exh. Mabanag (hereinafter referred to as Catalina) for One Million Five Hundred Eighty Thousand (P1. On June 5.00.000. Exh. "6-C") For this reason. "F".On our presentation of the TCT already in or name. Concepcion.000.000. 1985. paid the down payment of Fifty Thousand (P50. et al. "G". 327403 (Exh. Clearly.00) Pesos after the latter has paid Three Hundred Thousand (P300.000.190. Catalina caused the annotation of a notice of adverse claim covering the same property with the Registry of Deeds of Quezon City (Exh. "A") with Ramona by depositing the down payment paid by Concepcion in the bank in trust for Ramona Patricia Alcaraz. filed a complaint for specific performance against the Coronels and caused the annotation of a notice of lispendensat the back of TCT No. Exh. Quezon City) the parties agreed to submit the case for decision solely on the basis of documentary exhibits. the property originally registered in the name of the Coronels' father was transferred in their names under TCT No.190. On April 25. On April 2. plaintiff-appellee Concepcion D. "8").00) Pesos down payment.00) Pesos upon execution of the document aforestated. Ramona will make a down payment of Fifty Thousand (P50. "5").00) Pesos (Exh. 1985. "E". 1985. 1985. 134-136) In the course of the proceedings before the trial court (Branch 83..580.00) Pesos.000. On February 22. "F-3". Exh. 1985). Exh.00) Pesos (Exhs. 3. "H". Alcaraz (hereinafter referred to as Concepcion). RTC. On February 6. mother of Ramona.000. The Coronels will cause the transfer in their names of the title of the property registered in the name of their deceased father upon receipt of the Fifty Thousand (P50. "4") On February 18. Exh. 1985. "B". pp. "7"). 2. (Rollo. 106) A motion for reconsideration was filed by petitioner before the new presiding judge of the Quezon City RTC but the same was denied by Judge Estrella T. 1988. Upon motion of the parties. 1989. 331582) of the Registry of Deeds for Quezon City. judgment for specific performance is hereby rendered ordering defendant to execute in favor of plaintiffs a deed of absolute sale covering that parcel of land embraced in and covered by Transfer Certificate of Title No. Macabebe. disposing as follows: WHEREFORE.190. p. Plaintiffs' claim for damages and attorney's fees. i. Adopting these same exhibits as their own. to immediately deliver the said document of sale to plaintiffs and upon receipt thereof. the trial court gave them thirty (30) days within which to simultaneously submit their respective memoranda. On March 1.000. Defendants and intervenor and all other persons claiming under them are hereby ordered to vacate the subject property and deliver possession thereof to plaintiffs. as well as the counterclaims of defendants and intervenors are hereby dismissed. then defendants (now petitioners) accordingly offered and marked them as Exhibits "1" through "10". (Rollo. No pronouncement as to costs. after which. 331582 of the Registry of Deeds for Quezon City in the name of intervenor is hereby canceled and declared to be without force and effect.. The fact that they were allowed to file memoranda at some future date did not change the fact that the hearing of the case was terminated before Judge Roura and therefore the same should be submitted to him for decision. likewise inclusive of their corresponding submarkings. the plaintiffs are ordered to pay defendants the whole balance of the purchase price amounting to P1. Transfer Certificate of Title No. thusly: The prayer contained in the instant motion. inclusive of their corresponding submarkings. judgment was handed down by Judge Roura from his regular bench at Macabebe. Pampanga for the Quezon City branch. 1989. On April 14. who was then temporarily detailed to preside over Branch 82 of the RTC of Quezon City. 327403 (now TCT No. the case would be deemed submitted for resolution. (2) When the defendants and intervenor did not object to the authority of Judge Reynaldo Roura to decide the case prior to the rendition of the decision. to annul the decision and to render anew decision by the undersigned Presiding Judge should be denied for the following reasons: (1) The instant case became submitted for decision as of April 14. and an additional 15 days within which to submit their corresponding comment or reply thereof. Pampanga for Quezon City. and once accomplished. the said document of sale to plaintiffs and upon receipt thereof. when they met for the first time before the undersigned Presiding Judge at the hearing of a pending incident in Civil Case No. Estrada. March 1. together with all the improvements existing thereon free from all liens and encumbrances.evidence accordingly marked as Exhibits "A" through "J".e. 1988 when the parties terminated the presentation of their respective documentary evidence and when the Presiding Judge at that time was Judge Reynaldo Roura. they were deemed to . So Ordered. Q-46145 on November 11. 1988.00 in cash. the case was submitted for resolution before Judge Reynaldo Roura. Coronel on the other. and the heirs of Constancio P. the instant petition which was filed on March 5. he was in all respects the Presiding Judge with full authority to act on any pending incident submitted before this Court during his incumbency. 119627. Pampanga. however. When he returned to his Official Station at Macabebe. the Court of Appeals (Buena. IN VIEW OF THE FOREGOING. we definitely find the instant petition bereft of merit. pp. Coming now to the twin prayer for reconsideration of the Decision dated March 1. she is convinced that the Decision of March 1. Rule of Court). 1993. Rule 135. but on December 16. after a meticulous examination of the documentary evidence presented by the parties. The standing rule and supported by jurisprudence is that a Judge to whom a case is submitted for decision has the authority to decide the case notwithstanding his transfer to another branch or region of the same court (Sec. While we deem it necessary to introduce certain refinements in the disquisition of respondent court in the affirmance of the trial court's decision. JJ. 108-109) Petitioners thereupon interposed an appeal. as defined in Article 1305 of the Civil Code of the Philippines which reads as follows: . The case was. Hence. 1989 is hereby DENIED. The last pleading. There is no dispute as to the fact that said document embodied the binding contract between Ramona Patricia Alcaraz on the one hand. July 12. 1996. Abad Santos (P). he did not lose his authority to decide or resolve such cases submitted to him for decision or resolution because he continued as Judge of the Regional Trial Court and is of co-equal rank with the undersigned Presiding Judge. therefore. 9.) rendered its decision fully agreeing with the trial court. 1989. re-raffled to undersignedponenteonly on August 28. pertaining to a particular house and lot covered by TCT No. due to the voluntary inhibition of the Justice to whom the case was last assigned. Philippines. was filed on September 15. resolution of which now pertains to the undersigned Presiding Judge. 1989 is supported by evidence and. Quezon City. the "Motion for Reconsideration and/or to Annul Decision and Render Anew Decision by the Incumbent Presiding Judge" dated March 20. The heart of the controversy which is the ultimate key in the resolution of the other issues in the case at bar is the precise determination of the legal significance of the document entitled "Receipt of Down Payment" which was offered in evidence by both parties. 1991. 1992. should not be disturbed.have acquiesced thereto and they are now estopped from questioning said authority of Judge Roura after they received the decision in question which happens to be adverse to them. SO ORDERED. private respondents' Reply Memorandum. (Rollo. (3) While it is true that Judge Reynaldo Roura was merely a Judge-on-detail at this Branch of the Court. 1989 rendered in the instant case. Gonzaga-Reyes. who left for the United States of America. The essential elements of a contract of sale are the following: a) Consent or meeting of the minds. By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing. such variance in the contending parties' contentions is brought about by the way each interprets the terms and/or conditions set forth in said private instrument. is a consensual contract because it is perfected by mere consent. meaning. In other words the full payment of the purchase price partakes of a suspensive condition. such payment being a positive suspensive condition . by its very nature. 1305. and the other to pay therefor a price certain in money or its equivalent. this. based on whatever relevant and admissible evidence may be available on record. and because of the absence of Ramona P. Under this definition. Lapuz(96 SCRA 741 [1980]). this Court had occasion to rule: Hence. the non-fulfillment of which prevents the obligation to sell from arising and thus. A contract is a meeting of minds between two persons whereby one binds himself. Alcaraz. subject to certain suspensive conditions. The Civil Code defines a contract of sale. which for present purposes we shall take as the full payment of the purchase price. Sale. the prospective seller does not as yet agree or consent to transfer ownership of the property subject of the contract to sell until the happening of an event. 1458. a Contract to Sell may not be considered as a Contract of Sale because the first essential element is lacking. they seek to enforce by means of an action for specific performance. it is the position of private respondents that the "Receipt of Down Payment" embodied a perfected contract of sale. and c) Price certain in money or its equivalent. While. is now called upon to adjudge what the real intent of the parties was at the time the said document was executed. ownership is retained by the prospective seller without further remedies by the prospective buyer. petitioners on their part insist that what the document signified was a mere executory contract to sell. In a contract to sell. Court. that is. as were the courts below. We hold that the contract between the petitioner and the respondent was a contract to sell where the ownership or title is retained by the seller and is not to pass until the full payment of the price. Plainly. In Roque vs. said contract could not possibly ripen into a contract absolute sale. thus: Art.Art. which perforce. consent to transfer ownership in exchange for the price. b) Determinate subject matter. What the seller agrees or obliges himself to do is to fulfillis promise to sell the subject property when the entire amount of the purchase price is delivered to him. to give something or to render some service. Withal. with respect to the other. the prospective seller explicity reserves the transfer of title to the prospective buyer. upon the fulfillment of the suspensive condition which is the full payment of the purchase price. Stated positively. such that if there had already been previous delivery of the property subject of the sale to the buyer. ownership thereto automatically transfers to the buyer by operation of law without any further act having to be performed by the seller. In a contract to sell.and failure of which is not a breach. There is no double sale in such case. there being no previous sale of the property. In a contract to sell. cannot be deemed a buyer in bad faith and the prospective buyer cannot seek the relief of reconveyance of the property. casual or serious. Homesite and housing Corp. vs. The prospective seller still has to convey title to the prospective buyer by entering into a contract of absolute sale. the contract of sale is thereby perfected. A contract to sell as defined hereinabove. binds himself to sell the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon. although it is conditioned upon the happening of a contingent event which may or may not occur. while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer. Title to the property will transfer to the buyer after registration because there . full payment of the purchase price. may not even be considered as a conditional contract of sale where the seller may likewise reserve title to the property subject of the sale until the fulfillment of a suspensive condition. 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. a third person buying such property despite the fulfillment of the suspensive condition such as the full payment of the purchase price. as in the case at bench. ownership will not automatically transfer to the buyer although the property may have been previously delivered to him. the prospective seller's obligation to sell the subject property by entering into a contract of sale with the prospective buyer becomes demandable as provided in Article 1479 of the Civil Code which states: Art. However. A contract to sell may thus be defined as a bilateral contract whereby the prospective seller. If the suspensive condition is not fulfilled. but simply an event that prevented the obligation of the vendor to convey title from acquiring binding force. It is essential to distinguish between a contract to sell and a conditional contract of sale specially in cases where the subject property is sold by the owner not to the party the seller contracted with. that is. but to a third person. because in a conditional contract of sale. upon the fulfillment of the suspensive condition which is the full payment of the purchase price. 133 SCRA 777 [1984]). the first element of consent is present. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable. Court of Appeals. 1479. the perfection of the contract of sale is completely abated (cf. if the suspensive condition is fulfilled. for instance. 1199627 of the Registry of Deeds of Quezon City. the natural and ordinary idea conveyed is that they sold their property. without any reservation of title until full payment of the entire purchase price. the sum of Fifty Thousand Pesos purchase price of our inherited house and lot. Under the established facts and circumstances of the case.000. there would have been no reason . but the latter. in turn. but since the transfer certificate of title was still in the name of petitioner's father. Alcaraz. now in their names. the circumstance which prevented the parties from entering into an absolute contract of sale pertained to the sellers themselves (the certificate of title was not in their names) and not the full payment of the purchase price. to cause the issuance of a new certificate of title in their names from that of their father. may be used for damages by the intending buyer. or at least was charged with the obligation to discover such defect. it becomes more manifest that there was a clear intent on the part of petitioners to transfer title to the buyer. when petitioners declared in the said "Receipt of Down Payment" that they ² Received from Miss Ramona Patricia Alcaraz of 146 Timog. With the above postulates as guidelines. Therefore.240. such second buyer of the property who may have had actual or constructive knowledge of such defect in the seller's title. When the "Receipt of Down Payment" is considered in its entirety. Thus. pay the entire balance of the purchase price. the seller's ownership or title to the property is automatically transferred to the buyer such that. if there had been previous delivery of the subject property. Court of Appeals. the latter shall. petitioners-sellers undertook upon receipt of the down payment from private respondent Ramona P. had the certificate of title been in the names of petitioners-sellers at that time. Such second buyer cannot defeat the first buyer's title. It is a canon in the interpretation of contracts that the words used therein should be given their natural and ordinary meaning unless a technical meaning was intended (Tan vs.00. however. the Court may safely presume that. we now proceed to the task of deciphering the real nature of the contract entered into by petitioners and private respondents. The agreement could not have been a contract to sell because the sellers herein made no express reservation of ownership or title to the subject parcel of land. the seller will no longer have any title to transfer to any third person. they could not fully effect such transfer although the buyer was then willing and able to immediately pay the purchase price. 212 SCRA 586 [1992]). after which. cannot be a registrant in good faith. Quezon City. Furthermore. to the latter and to execute the deed of absolute sale whereupon.is no defect in the owner-seller's title per se. they promised to present said title. in the total amount of P1. covered by TCT No. In fact. of course. Applying Article 1544 of the Civil Code. upon the fulfillment of the suspensive condition. In a conditional contract of sale. In case a title is issued to the second buyer. the sale becomes absolute and this will definitely affect the seller's title thereto. the first buyer may seek reconveyance of the property subject of the sale. the execution of an contract of absolute sale. Moreover. On the contrary.000. the parties did not merely enter into a contract to sell where the sellers. "4"). Alcaraz became obligatory. petitioners in the case at bar did not merely promise to sell the properly to private respondent upon the fulfillment of the suspensive condition. unlike in a contract to sell. as it were. petitioners were committed to immediately execute the deed of absolute sale. et al. to execute the written deed of absolute sale. The Court significantly notes this suspensive condition was. It was more expedient to first effect the change in the certificate of title so as to bear their names. fulfilled on February 6. What may be perceived from the respective undertakings of the parties to the contract is that petitioners had already agreed to sell the house and lot they inherited from their father. Coronel. so to speak. in the contract entered into in the case at bar." . "D". promised to sell the property to the latter.. in fact. Only then will the obligation of the buyer to pay the remainder of the purchase price arise. Coronel. 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. had the impediment which prevented. It was the sellers in this case who. they undertook to have the certificate of title changed to their names and immediately thereafter. having already agreed to sell the subject property.why an absolute contract of sale could not have been executed and consummated right there and then. There is no doubt that unlike in a contract to sell which is most commonly entered into so as to protect the seller against a buyer who intends to buy the property in installment by withholding ownership over the property until the buyer effects full payment therefor. 1985 (Exh. however. It just happened. consummation of which is subject only to the successful transfer of the certificate of title from the name of petitioners' father. to their names. after compliance by the buyer with certain terms and conditions. Constancio P. that the transfer certificate of title was then still in the name of their father. That is why they undertook to cause the issuance of a new transfer of the certificate of title in their names upon receipt of the down payment in the amount of P50. the conditional contract of sale between petitioners and private respondent Ramona P. completely willing to transfer full ownership of the subject house and lot to the buyer if the documents were then in order.00. What is clearly established by the plain language of the subject document is that when the said "Receipt of Down Payment" was prepared and signed by petitioners Romeo A. which petitioners unequivocally committed themselves to do as evidenced by the "Receipt of Down Payment. As soon as the new certificate of title is issued in their names. Exh. the sellers were the one who were unable to enter into a contract of absolute sale by reason of the fact that the certificate of title to the property was still in the name of their father. Thus. Thus. the parties had agreed to a conditional contract of sale. on said date. ) (Ibid. while the buyer on her part. petitioners conclusively admitted that: 3. the buyer. 1475. The condition shall be deemed fulfilled when the obligor voluntarily prevents its fulfillment. Alcaraz. (Emphasis supplied. . for Article 1186 of the Civil Code expressly provides that: Art. shall depend upon the happening of the event which constitutes the condition. 1181. both of the Civil Code. continuing in the same paragraph. the transfer certificate of title immediately upon receipt of the downpayment above-stated".00.000. In conditional obligations. Thus. as well as the extinguishment or loss of those already acquired. Art. 16) Petitioners themselves recognized that they entered into a contract of sale subject to a suspensive condition. in correlation with Article 1181. It is also significant to note that in the first paragraph in page 9 of their petition. Besides. as sellers.190. they contend.) (Rollo. petitioners. . (Emphasis supplied. p. that is. 1186. From the moment. The sale was still subject to this suspensive condition. Art. Only. plainly applies to the case at bench. that: . the acquisition of rights. subject to the provisions of the law governing the form of contracts. 1985. Since the condition contemplated by the parties which is the issuance of a certificate of title in petitioners' names was fulfilled on February 6. Coronel. and to immediately execute the deed of absolute sale. The petitioners-sellers Coronel bound themselves "to effect the transfer in our names from our deceased father Constancio P. were obliged to present the transfer certificate of title already in their names to private respondent Ramona P. the respective obligations of the parties under the contract of sale became mutually demandable. there could be no perfected contract of sale. the parties may reciprocally demand performance. was obliged to forthwith pay the balance of the purchase price amounting to P1. Had petitioners-sellers not complied with this condition of first transferring the title to the property under their names.Article 1475. it should be stressed and emphasized that what is more controlling than these mere hypothetical arguments is the fact that the condition herein referred to was .) not aware that they set their own trap for themselves. 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. 1985. Succession is a mode of acquisition by virtue of which the property. 774. once the condition has been fulfilled. "1"). It is expressly provided that rights to the succession are transmitted from the moment of death of the decedent (Article 777. at the point their father drew his last breath. Thus. Article 774 of the Civil Code defines Succession as a mode of transferring ownership as follows: Art. Be it also noted that petitioners' claim that succession may not be declared unless the creditors have been paid is rendered moot by the fact that they were able to effect the transfer of the title to the property from the decedent's name to their names on February 6. the retroactive effect of the condition that has been complied with. 1187. In obligation to do or not to do. Cuison vs. as evidenced by the document denominated as "Receipt of Down Payment" (Exh.actually and indisputably fulfilled on February 6. "D". Petitioners-sellers in the case at bar being the sons and daughters of the decedent Constancio P. Exh. 1985. 1985 because they were then not yet the absolute owners of the inherited property. reciprocal obligations of both seller and buyer arose. 1985. As of that point in time. "4"). 1985. . . when a new title was issued in the names of petitioners as evidenced by TCT No. rights and obligations to be extent and value of the inheritance of a person are transmitted through his death to another or others by his will or by operation of law. Exh. Civil Code. 90 Phil. the courts shall determine. petitioners stepped into his shoes insofar as the subject property is concerned. shall retroact to the day of the constitution of the obligation . 850 [1952]). . Exh. "D". We cannot sustain this argument. 327403 (Exh. hold that. "A". the rights and obligations of the parties with respect to the perfected contract of sale became mutually due and demandable as of the time of fulfillment or occurrence of the suspensive condition on February 6. on February 6. in accordance with Article 1187 which pertinently provides ² Art. in each case. "4"). We. this condition was fulfilled (Exh. 1985. The effects of conditional obligation to give. Coronel are compulsory heirs who were called to succession by operation of law. the parties entered into a contract of sale subject only to the suspensive condition that the sellers shall effect the issuance of new certificate title from that of their father's name to their names and that. Petitioners also argue there could been no perfected contract on January 19. such that any rights or obligations pertaining thereto became binding and enforceable upon them. therefore. The inevitable conclusion is that on January 19. Villanueva. 11. Through estoppel an admission or representation is rendered conclusive upon the person making it. Answer with Compulsory Counterclaim to the Amended Complaint. Taguba vs. Indeed. Accordingly. 2. Revised Rules of Court). who had acted for and in behalf of her daughter. they were correct in unilaterally rescinding rescinding the contract of sale. Having represented themselves as the true owners of the subject property at the time of sale. Alcaraz. We note that these supposed grounds for petitioners' rescission. Alcaraz as the buyer. 376 [1947]). Ng Diong. Rollo. 2 SCRA 598 [1961]. we cannot justify petitioner-sellers' act of unilaterally and extradicially rescinding the contract of sale. petitioners are precluded from raising their supposed lack of capacity to enter into an agreement at that time and they cannot be allowed to now take a posture contrary to that which they took when they entered into the agreement with private respondent Ramona P. Dignos vs. Alcaraz. Embisan. without leaving her address. Ramona's mother. "B". 110 Phil. 43). the sellers had been dealing with Concepcion D. 1985. p. Alcaraz was in the United States of America on February 6. the down payment was made by Concepcion D. petitioners are estopped from raising the alleged absence of Ramona P. Petitioners also contend that although there was in fact a perfected contract of sale between them and Ramona P. (cf. which by express provision of the rules. The records are absolutely bereft of any supporting evidence to substantiate petitioners' allegations. We have stressed time and again that allegations must be proven by sufficient evidence (Ng Cho Cio vs. are mere allegations found only in their responsive pleadings. 1431. so petitioners conclude. Exh. 882 [1961]. if not also in her own behalf. Mere allegation is not an evidence (Lagasca vs."2") for and in behalf of Ramona P. Alcaraz with her own personal check (Exh. petitioners cannot claim now that they were not yet the absolute owners thereof at that time. We do not agree with petitioners that there was a valid rescission of the contract of sale in the instant case. 79 Phil. and cannot be denied or disproved as against the person relying thereon. are deemed controverted even if no reply is filed by the plaintiffs (Sec. p. Recaro vs. Alcaraz. Neither did they raise any objection as regards payment being effected by a third person. and Special Power of Attorney (Paragraphs 14 and 15. Alcaraz when they accepted her personal check. Vda. for which reason. Rule 6.Aside from this. telephone number. 158 SCRA 375 [1988]. . the latter breached her reciprocal obligation when she rendered impossible the consummation thereof by going to the United States of America. 132 SCRA 722 [1984]) Moreover. Alcaraz because although the evidence on record shows that the sale was in the name of Ramona P. There is no evidence showing that petitioners ever questioned Concepcion's authority to represent Ramona P. there being no express stipulation authorizing the sellers to extarjudicially rescind the contract of sale. De Vera. The Civil Code expressly states that: Art. Alcaraz. CA. Even assuming arguendo that Ramona P. de Leon. the sale to the other petitioner.190. Alcaraz is not a ground to rescind the contract of sale.as far as petitioners are concerned. gave rise to a case of double sale where Article 1544 of the Civil Code will apply.000. to wit: Art. Ramona P.00 (as buyer) never became due and demandable and. the physical absence of Ramona P. 1169. xxxxxxxxx In reciprocal obligations. provided there is good faith. Corollarily. the second paragraph of Article 1544 shall apply. (Emphasis supplied. delay by the other begins. 1985. Should there be no inscription. Thus. the ownership shall belong to the person acquiring it who in good faith first recorded it in Registry of Property. Alcaraz cannot even be deemed to be in default. she cannot be deemed to have been in default. The record of the case shows that the Deed of Absolute Sale dated April 25. therefore. in the absence thereof to the person who presents the oldest title. 1985 as proof of the second contract of sale was registered with the Registry of Deeds of Quezon City giving rise to the issuance of a new certificate of title in the name of Catalina B. 1544. Those obliged to deliver or to do something. With the foregoing conclusions. From the moment one of the parties fulfill his obligation. Should if be immovable property.) There is thus neither factual nor legal basis to rescind the contract of sale between petitioners and respondents. the ownership shall be transferred to the person who may have first taken possession thereof in good faith. Petitioners who are precluded from setting up the defense of the physical absence of Ramona P. if it should be movable property. If the same thing should have been sold to different vendees. insofar as her obligation to pay the full purchase price is concerned. Catalina B. Ramona's corresponding obligation to pay the balance of the purchase price in the amount of P1. neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with what is incumbent upon him. Article 1169 of the Civil Code defines when a party in a contract involving reciprocal obligations may be considered in default. Alcaraz as aboveexplained offered no proof whatsoever to show that they actually presented the new transfer certificate of title in their names and signified their willingness and readiness to execute the deed of absolute sale in accordance with their agreement. the ownership shall pertain to the person who in good faith was first in the possession. Mabanag. and. to wit: Art. incur in delay from the time the obligee judicially or extrajudiciallydemands from them the fulfillment of their obligation. . Mabanag on June 5. potior jure (first in time. that the second realty buyer must act in good faith in registering his deed of sale (citing Carbonell vs. in good faith. bought the property under a clean title. As clearly borne out by the evidence in this case. registers the sale ahead of the first buyer. We are not persuaded by such argument.R. (J. Petitioner point out that the notice of lispendensin the case at bar was annoted on the title of the subject property only on February 22. Cabana (G. 1985.R.R. title or ownership will not transfer to him to the prejudice of the first buyer. 129 SCRA 656). knowledge gained by the second buyer of the first sale defeats his rights even if he is first to register. At the time of registration. petitioner Mabanag knew that the same property had already been previously sold to private respondents. 95843. The idea conveyed is that at the time petitioner Mabanag. 1544. Vitug. This Court had occasions to rule that: . petitioner Mabanag could not have in good faith. Crisostomo vs. or. 159 SCRA 33). In Cruz vs. 1985. Gonzales. and (b) should there be no inscription by either of the two buyers. Conversely. since knowledge taints his registration with bad faith (see also Astorga vs. No. No. when the second buyer. 1985 because as early as February 22. 58530. Petitioner Mabanag cannot close her eyes to the defect in petitioners' title to the property at the time of the registration of the property. the second buyer. to merit the protection of Art. G. the exceptions being: (a) when the second buyer. for which reason she is buyer in good faith. 1985. G. 56232. that is. she was unaware of any adverse claim or previous sale. at least. 02 September 1992). whereas. the second buyer satisfies these requirements. 26 December 1984). now a distinguished member of the Court. a notice of lispendenshad been annotated on the transfer certificate of title in the names of petitioners. p. 1993 Edition. the second sale between petitioners Coronels and petitioner Mabanag was supposedly perfected prior thereto or on February 18. explains: The governing principle isprius tempore. second paragraph.The above-cited provision on double sale presumes title or ownership to pass to the first buyer. it has held that it is essential. In his commentaries on the Civil Code. stronger in right). 1985. Vitug Compendium of Civil Law and Jurisprudence. 69 SCRA 99. in good faith. registered the sale entered into on February 18. what finds relevance and materiality is not whether or not the second buyer was a buyer in good faith but whether or not said second buyer registers such second sale in good faith. an accepted authority on the subject. Knowledge by the first buyer of the second sale cannot defeat the first buyer's rights except when the second buyer first registers in good faith the second sale (Olivares vs. 22 June 1984. without knowledge of any defect in the title of the property sold. Court of Appeals. Unless. Justice Jose C. she was charged with knowledge that a previous buyer is claiming title to the same property. CA. 604). whereas petitioner Mabanag registered the said sale sometime in April. acquires possession of the property ahead of the first buyer. Court of Appeals. therefore. No. In a case of double sale. : . Jr. J. was correctly upheld by both the courts below. the instant petition is hereby DISMISSED and the appealed judgment AFFIRMED. 1985. C. 581. Narvasa. Petitioner. the issue of whether or not Concepcion was also acting in her own behalf as a co-buyer is not squarely raised in the instant petition. ONG.1 Respondent. vs. 1985. We will not touch this issue and no longer disturb the lower courts' ruling on this point. BENITA T. took no part. the sale of the subject parcel of land between petitioners and Ramona P. 43 Phil. J. 43 Phil.. and Francisco. Alcaraz. nor in such assumption disputed between mother and daughter. 554. DECISION CORONA.If a vendee in a double sale registers that sale after he has acquired knowledge that there was a previous sale of the same property to a third party or that another person claims said property in a pervious sale. No. citing Palarca vs. Cagaoan. 170405 February 2. Thus. as agent insofar as the subject contract of sale is concerned.) Thus.. Cagaoan vs.J. Although there may be ample indications that there was in fact an agency between Ramona as principal and Concepcion. WHEREFORE. perfected on February 6.Arellano Law Foundation Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G. prior to that between petitioners and Catalina B. SO ORDERED. her mother. JJ. concur. Panganiban.. Mabanag on February 18. Davide. Tanega. (Salvoro vs. the registration will constitute a registration in bad faith and will not confer upon him any right. Fernandez vs. DE LEON. 43 Phil. premises considered.R. 87 SCRA 349 [1978]. Director of Land. Mercader. The Lawphil Project . 146. 2010 RAYMUNDO S. respondent filed a complaint for specific performance.1 million). Petitioner. his heirs and assigns that certain real estate together with the buildings and other improvements existing thereon. petitioner and respondent executed a notarized deed of absolute sale with assumption of mortgage3 stating: x xx x xx x xx That for and in consideration of the sum of ONE MILLION ONE HUNDRED THOUSAND PESOS (P1.On March 10. Subsequently. 2. respondent undertook repairs and made improvements on the properties. she was informed that petitioner had already paid the amount due and had taken back the certificates of title. Incorporated (RSLAI). Rizal to respondent Benita T. handed the keys to the properties and wrote a letter informing RSLAI of the sale and authorizing it to accept payment from respondent and release the certificates of title. Rizal. on the other hand. 1993. petitioner fraudulently deprived her of the properties. That [respondent] shall assume payment of the outstanding loan of SIX HUNDRED EIGHTY FOUR THOUSAND FIVE HUNDRED PESOS (P684. 1993 and changed the locks. Philippine currency. petitioner Raymundo S. Rizal« (emphasis supplied) x xx x xx x xx Pursuant to this deed.5 Respondent likewise informed RSLAI of her agreement with petitioner for her to assume petitioner¶s outstanding loan. declaration of nullity of the second sale and damages6 against petitioner and Viloria in the Regional Trial Court (RTC) of Antipolo. the receipt whereof is hereby acknowledged from [RESPONDENT] to the entire satisfaction of [PETITIONER]. 1993.4Cainta. [petitioner] shall execute and sign a deed of assumption of mortgage in favor of [respondent] without any further cost whatsoever. . As these properties were mortgaged to Real Savings and Loan Association. 1993. Thereafter. Branch 74.000). he no longer had the right to sell the same to Viloria. Respondent thus proceeded to RSLAI to inquire about the credit investigation. respondent gave petitioner P415. unto said [RESPONDENT].500 as partial payment. Antipolo. RSLAI required her to undergo credit investigation. However. Thus. respondent learned that petitioner again sold the same properties to one Leona Viloria after March 10. She claimed that since petitioner had previously sold the properties to her on March 10.500) with REAL SAVINGS AND LOAN. Ong. transfer and convey in a manner absolute and irrevocable. On June 18. rendering the keys he gave her useless. Rizal under the following terms and conditions: 1. de Leon sold three parcels of land2 with improvements situated in Antipolo. situated in [Barrio] Mayamot. Respondent persistently contacted petitioner but her efforts proved futile. said [PETITIONER] does hereby sell. That upon full payment of [respondent] of the amount of FOUR HUNDRED FIFTEEN THOUSAND FIVE HUNDRED (P415. because petitioner no longer owned the properties when he sold them to Viloria. on the other hand. Since RSLAI did not allow respondent to assume petitioner¶s obligation.11 with the sole issue being whether the parties entered into a contract of sale or a contract to sell. Furthermore.000 moral damages. Because respondent was a licensed real estate broker.. P20. Aggrieved. the condition did not arise.10 Hence. Contract of Sale or Contract to Sell? . the condition never materialized. Because RSLAI did not allow respondent to assume his (petitioner¶s) obligation. on the other hand. the RTC concluded that she knew that the validity of the sale was subject to a condition. insisted that respondent did not have a cause of action against him and consequently prayed for the dismissal of the complaint. it declared the second sale void.Petitioner.7 the RTC dismissed the complaint for lack of cause of action and ordered respondent to pay petitioner P100.000 exemplary damages.250 (or the amount he paid to RSLAI). there was no sale. We modify the decision of the CA. Consequently. Petitioner.000 moral damages and P15. respondent appealed to the Court of Appeals (CA). the RTC held that the sale was never perfected. asserts that they entered into a contract of sale as petitioner already conveyed full ownership of the subject properties upon the execution of the deed.9 the CA upheld the sale to respondent and nullified the sale to Viloria. 2003 contract executed by the parties did not impose any condition on the sale and held that the parties entered into a contract of sale. Petitioner moved for reconsideration but it was denied in a resolution dated November 11. Consequently. he made a counter-claim for damages as respondent filed the complaint allegedly with gross and evident bad faith. The perfection of a contract of sale depended on RSLAI¶s approval of the assumption of mortgage. He claimed that since the transaction was subject to a condition (i. It likewise ordered respondent to reimburse petitioner P715. Petitioner insists that he entered into a contract to sell since the validity of the transaction was subject to a suspensive condition. 2005. Respondent. on the other hand. Consequently. 2005. that is. In a decision dated July 22. Inasmuch as respondent did apply for a loan from RSLAI. they only entered into a contract to sell.e. The CA found that the March 10.8 asserting that the court a quo erred in dismissing the complaint. it found petitioner liable for moral and exemplary damages for fraudulently depriving respondent of the properties. 1999.000 attorney¶s fees and the cost of suit. Moreover. In a decision dated August 27. was ordered to deliver the certificates of titles to respondent and pay her P50. the approval by RSLAI of respondent¶s assumption of mortgage. that RSLAI approve the assumption of mortgage). this petition. the sale was not perfected and he could freely dispose of the properties. the seller conveys ownership of the property to the buyer upon the perfection of the contract.18 In this regard. petitioner executed a notarized deed of absolute sale in favor of respondent.13 The deed executed by the parties (as previously quoted) stated that petitioner sold the properties to respondent "in a manner absolute and irrevocable"for a sum of P1. if the buyer defaults in the payment thereof. Moreover. a contract to sell is subject to a positive suspensive condition. The totality of petitioner¶s acts clearly indicates that he had unqualifiedly delivered and transferred ownership of the properties to respondent. it was a contract of sale the parties entered into. the seller can only sue for damages. with the balance15 payable directly to RSLAI (on behalf of petitioner) within a reasonable time. Should the buyer default in the payment of the purchase price. Article 1186 of the Civil Code provides: Article 1186. the said terms and conditions pertained to the performance of the contract. Void Sale Or Double Sale? . In this instance. Clearly. In a contract of sale. In this connection. The buyer does not acquire ownership of the property until he fully pays the purchase price. it required respondent to pay P415. the terms and conditions of the deed only affected the manner of payment. not the perfection thereof nor the transfer of ownership.14 With regard to the manner of payment. the execution of a notarized deed of sale is equivalent to the delivery of a thing sold. the said condition was considered fulfilled as petitioner prevented its fulfillment by paying his outstanding obligation and taking back the certificates of title without even notifying respondent. not only did petitioner turn over the keys to the properties to respondent. The RTC ruled that it was a contract to sell while the CA held that it was a contract of sale. he also authorized RSLAI to receive payment from respondent and release his certificates of title to her. the seller may either sue for the collection thereof or have the contract judicially resolved and set aside. even assuming arguendo that the agreement of the parties was subject to the condition that RSLAI had to approve the assumption of mortgage. as a rule.12 On the other hand.500 in cash to petitioner upon the execution of the deed. The non-payment of the price is therefore a negative resolutory condition. The condition shall be deemed fulfilled when the obligor voluntarily prevents its fulfillment.The RTC and the CA had conflicting interpretations of the March 10. Furthermore. 1993 deed. Article 1498 of the Civil Code19 provides that.17 On the contrary.1 million. For this reason. Settled is the rule that the seller is obliged to transfer title over the properties and deliver the same to the buyer. not the immediate transfer of ownership (upon the execution of the notarized contract) from petitioner as seller to respondent as buyer.16 Nothing in said instrument implied that petitioner reserved ownership of the properties until the full payment of the purchase price. Otherwise stated. or before he has notice of some other person¶s claim or interest in the property. This case involves a double sale as the disputed properties were sold validly on two separate occasions by the same seller to the two different buyers in good faith. if it should be movable property. The debtor in obligations to do shall be released when the prestation become legally or physically impossible without the fault of the obligor. Should there be no inscription. respondent had the obligation to assume the balance of petitioner¶s outstanding obligation to RSLAI. petitioner himself rendered respondent¶s obligation to assume petitioner¶s indebtedness to RSLAI impossible to perform. Needless to say. Should it be immovable property. Article 1266 of the Civil Code provides: Article 1266. first to respondent and then to Viloria on two separate occasions. in the absence thereof. . (emphasis supplied) This provision clearly states that the rules on double or multiple sales apply only to purchasers in good faith. If the same thing should have been sold to different vendees. Respondent purchased the properties. knowing they were encumbered only by the mortgage to RSLAI. on the part of the buyer. Consequently.21 The law requires. Article 1544 of the Civil Code provides: Article 1544. lack of notice of a defect in the title of the seller and payment in full of the fair price at the time of the sale or prior to having notice of any defect in the seller¶s title. because petitioner surreptitiously paid his outstanding obligation and took back her certificates of title. According to her agreement with petitioner. Was respondent a purchaser in good faith? Yes. the ownership shall be transferred to the person who may have first taken possession thereof in good faith. the CA erred. the ownership shall pertain to the person who in good faith was first in the possession. to the person who presents the oldest title. provided there is good faith. and. the second sale was not void for the sole reason that petitioner had previously sold the same properties to respondent. However. such property and pays a full and fair price for the same at the time of such purchase. it disqualifies any purchaser in bad faith.Petitioner sold the same properties to two buyers. respondent informed RSLAI of the sale and of her assumption of petitioner¶s obligation. A purchaser in good faith is one who buys the property of another without notice that some other person has a right to. On this account. the ownership shall belong to the person acquiring it who in good faith first recorded it in the Registry of Property. or an interest in.20 However. the one who took prior possession of the properties shall be the lawful owner thereof. on the other hand. respondent must pay petitioner P684. CORONA Associate Justice Chairperson .500 representing the balance of the purchase price as provided in their March 10." Petitioner. the sale was perfected and consummated on March 10. petitioner delivered the properties to respondent when he executed the notarized deed22 and handed over to respondent the keys to the properties.500. Article 1544 of the Civil Code provides that when neither buyer registered the sale of the properties with the registrar of deeds. In this instance. she is deemed to have fully complied with the condition of the payment of the remainder of the purchase price. because petitioner himself willfully prevented the condition vis-à-vis the payment of the remainder of the purchase price. 1993. 1993 agreement. Ong is ordered to pay petitioner Raymundo de Leon P684. RENATO C. Costs against petitioner. SO ORDERED. 2005 resolution of the Court of Appeals in CA-G. Viloria bought the properties from petitioner after the latter sold them to respondent. WHEREFORE. For this reason. she was released from the said obligation. Therefore. 59748 are hereby AFFIRMED with MODIFICATION insofar as respondent Benita T. she would be unjustly enriched at the expense of petitioner.Since respondent¶s obligation to assume petitioner¶s outstanding balance with RSLAI became impossible without her fault. while the condition as to the payment of the balance of the purchase price was deemed fulfilled. Respondent was not aware of any interest in or a claim on the properties other than the mortgage to RSLAI which sheundertook to assume. We likewise affirm the award of damages. Thus. Respondent was therefore a purchaser in good faith. respondent¶s obligation to pay it subsisted. respondent took actual possession and exercised control thereof by making repairs and improvements thereon. respondent became the lawful owner of the properties. of determining whether respondent was a purchaser in good faith. 2005 decision and November 11.R. therefore. Hence. Clearly. the rules on double sale are applicable. the deed itself provided that the assumption of mortgage "was without any further cost whatsoever. Nonetheless. the said condition is considered fulfilled pursuant to Article 1186 of the Civil Code. CV No. Moreover. Moreover. Moreover. the amount stated in the deed. terms and conditions of the contract constitute the law between the parties. must deliver the certificates of title to respondent. Otherwise. For purposes. This is because the provisions. the July 22. REYNATO S. Covered by TCT Nos. VELASCO.500).099. Article VIII of the Constitution and the Division Chairperson¶s Attestation. CORONA Associate Justice Chairperson CERTIFICATION Pursuant to Section 13. Rule 45 of the Rules of Court. 2010. 226470 and 226471 registered in the name of petitioner. NACHURA Associate Justice PRESBITERO J.WE CONCUR: ANTONIO T. There is a marked discrepancy between the total amount and the sum of the payments to be made by respondent (or P1. pp. PUNO Chief Justice Footnotes * Per Special Order No. The records of this case revealed that petitioner¶s outstanding obligation to RSLAI amounted to P715. 1993. RENATO C. 1 The Court of Appeals was impleaded as respondent but was excluded pursuant to Section 4. I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court¶s Division. PERALTA Associate Justice ATTESTATION I attest that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court¶s Division. CARPIO Associate Justice ANTONIO EDUARDO B. 5 4 3 Respondent had the properties cleaned and landscaped. JR. 226469.000 as of April 1. . 55-56. 2 Rollo. 818 dated January 18. She likewise had the house (built thereon) painted and repaired. Associate Justice DIOSDADO M. 129-151. 13 12 Id. 440 SCRA 190. 1370 which provides: Article 1370. 7 October 2004. 18 Civil Code. 10 11 Dijamco v.R.L. pp. Supra note 3. Docketed as CA-G. as well as warrant the thing which is the object of the sale. Id. Rollo. 197. If the words appear to be contrary to the evident intention of the parties. 2-3 (1957). Supra note 4. Art.. 46-47. CV No. 5 Outline of Philippine Civil Law. Labitoria and concurred in by Associate Justices Eliezer R.6 Docketed as Civil Case No. Court of Appeals. No.When a sale is made through a public instrument. pp. 7 8 9 Penned by Associate Justice Eugenio S. 93-2739. delos Santos and Arturo D. See also J.B.G. 1498 provides: Article 1498. Art. the contrary does not appear or cannot be clearly inferred. Under Rule 45 of the Rules of Court. . 59748. 1495 provides: Article 1495. if from the deed. 14 15 Paragraph 2 of the deed did not prescribe a period within which respondent should settle petitioner¶s obligation to RSLAI. If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties. Brion (now a member of this Court) of the Third Division of the Court of Appeals. Querubin. the latter shall prevail over the former. Penned by Judge Francisco A. 30-34.R.. The vendor is bound to transfer the ownership of and deliver. Art. Id. pp. 19 Civil Code. 17 16 See Civil Code. the literal meaning of the stipulations shall control. the execution thereof shall be equivalent to the delivery of the thing which is the object of the contract. 113665. Reyes. Lagon. 885 (2002). 132262. Art.With regard to movable property. 881. its delivery may also be made by the delivery of the keys of the place or depository where it is stored or kept. 15 September 2006. 21 22 The Lawphil Project . 502 SCRA 24. (emphasis supplied) 20 See Delfin v. Centeno v. No. Spouses Viray.Arellano Law Foundation . G. See Civil Code. 31. 440 Phil.R. 1498.