VDA. DE OUANO vs. THE REPUBLIC OF THE PHILIPPINES G.R. No.

168770 February 9, 2011

FACTS: In 1949, the National Airport Corporation (NAC), MCIAAs predecessor agency, pursued a program to expand the Lahug Airport in Cebu City. Through its team of negotiators, NAC met and negotiated with the owners of the properties situated around the airport. During the negotiation the government assured them of their right to repurchase if the project does not push through or once Lahug Airport closes or its operations transferred to Mactan-Cebu Airport (MCIAA). Expropriation proceedings the was conducted, and the court issued to grant the same, such judgment became final. However, at the end of 1991, or soon after the transfer of the aforesaid lots to MCIAA, Lahug Airport completely ceased operations, Mactan Airport having opened to accommodate incoming and outgoing commercial flights. On the ground, the expropriated lots were never utilized for the purpose they were taken as no expansion of Lahug Airport was undertaken. This development prompted the former lot owners to formally demand from the government that they be allowed to exercise their promised right to repurchase. The demands went unheeded. Civil suits followed. After trial, the RTC granted the civil suits in favor of the land owners and directed the MCIAA to reconvey the lots to the owners.

ISSUE: Whether or not parole evidence mey be used to prove the transactions of the parties.

RULING:

YES. Analyzing the situation of the cases at bar, there can be no serious objection to the proposition that the agreement package between the government and the private lot owners was already partially performed by the government through the acquisition of the lots for the expansion of the Lahug airport. The parties, however, failed to accomplish the more important condition in the CFI decision decreeing the expropriation of the lots litigated upon: the expansion of the Lahug Airport. The project the public purpose behind the forced property takingwas, in fact, never pursued and, as a consequence, the lots expropriated were abandoned. Be that as it may, the two groups of landowners can, in an action to compel MCIAA to make good its oral undertaking to allow repurchase, adduce parol evidence to prove the transaction. At any rate, the objection on the admissibility of evidence on the basis of the Statute of Frauds may be waived if not timely raised. Records tend to support the conclusion that MCIAA did not, as the Ouanos and the Inocians posit, object to the introduction of parol evidence to prove its commitment to allow the former landowners to repurchase their respective properties upon the occurrence of certain events.

Executory v. Executed v. Partially Executory Contracts

THE MUNICIPALITY OF HAGONOY vs. DUMDUM, JR. G.R. No. 168289 March 22, 2010

FACTS: Respondent, doing business as KD Surplus was contacted by petitioner Ople. Respondent had entered into an agreement with petitioner municipality through Ople for the delivery of motor vehicles, which supposedly were needed to carry out certain developmental undertakings in the municipality. However, despite having made several deliveries, Ople allegedly did not heed respondents claim for payment. Petitioners filed a Motion to Dismiss claiming that the action was unenforceable under the statute of frauds. Petitioners also filed a Motion to Dissolve and/or Discharge the Writ of Preliminary Attachment Already Issued, invoking among others, immunity of the state from suit.

ISSUE: Whether as a municipal corporation, the Municipality of Hagonoy is immune from suit, and that its properties are by law exempt from execution and garnishment

RULING: The general rule spelled out in Section 3, Article XVI of the Constitution is that the state and its political subdivisions may not be sued without their consent. Otherwise put, they are open to suit butonly when they consent to it. Consent is implied when the government enters into a business contract, as it then descends to the level of the other contracting party; or it may be embodied in a general or special law such as that found in Book I, Title I, Chapter 2, Section 22 of the Local Government Codeof 1991, which

vests local government units with certain corporate powers one of them is the power to sue and be sued. Be that as it may, a difference lies between suability and liability. As held in City of Caloocan v. Allarde, where the suability of the state is conceded and by which liability is ascertained judicially, the state is at liberty to determine for itself whether to satisfy the judgment or not. Execution may not issue upon such judgment, because statutes waiving non-suability do not authorize the seizure of property to satisfy judgments recovered from the action. These statutes only convey an implication that the legislature will recognize such judgment as final and make provisions for its full satisfaction. Thus, where consent to be sued is given by general or special law, the implication thereof is limited only to the resultant verdict on the action before execution of the judgment. The functions and public services rendered by the State cannot be allowed to be paralyzed or disrupted by the diversion of public funds from their legitimate and specific objects. The writ of attachment in this case would only prove to be useless and unnecessary under the premises, since the property of the municipality may not, in the event that respondents claim is validated, be subjected to writs of execution and garnishment unless, of course, there has been a corresponding appropriation provided by law.

TAN vs VILLAPAZ G.R. No. 160892 November 22, 2005

FACTS: Villapaz issued a Philippine Bank of Communications (PBCom) crossed check in the amount of P250,000.00, payable to the order of petitioner Tony Tan. On even date, the check was deposited at the drawee bank, PBCom Davao City branch at Monteverde Avenue, to the account of petitioner Antonio Tan also at said bank. Tan failed to settle the same, and despite repeated demands, petitioners never did. Villapaz filed before RTC Digos a Complaint for sum of money against Tan alleging that Tan repaired to his home and obtained a loan of P250K, hence his issuance of the February 6, 1992 PBCom crossed check which loan was to be settled interest-free in six (6) months. On the maturity date of the loan, Tan failed to settle the same.

Tans defense: (1) He denied going to Villapazs home. The check was issued by Villapaz in Davao City on February 6, 1992 in exchange for equivalent cash and that they never received from respondent any demand for payment. (2) A contract of loan must be in writing as in fact the New Civil Code provides that to be enforceable contracts where the amount involved exceed[s] P500.00 must appear in writing even a private one. (3) Mere encashment of the check is not a contractual transaction such as a sale or a loan which ordinarily requires a receipt and that explains why they did not issue a receipt when they encashed the check of respondent.

(4) He has a P950K account in a bank, bakit pa daw siya mangungutang kay Villapaz?!

According to Tan, Villapaz went to his place of business to encash his check of P250K, so he asked his wife to bring P250K cash and give it in exchange of the check.

Villapazs contention: (1) No memorandum in writing of the transaction was executed because he and they are kumpadres. RTC dismissed the case but credited damages. CA reverse and found for Villapaz. According to CA, the existence of a contract of loan cannot be denied merely because it is not reduced in writing. Requirement under Art 1358 is only for convenience, not for validity.

ISSUE: Whether or not Honorable Court of Appeals erred in concluding that the transaction in dispute was a contract of loan and not a mere matter of check encashment as found by the trial court.

RULING: At all events, a check, the entries of which are no doubt in writing, could prove a loan transaction. That petitioner Antonio Tan had, on February 6, 1992, an outstanding balance of more than P950,000.00 in his account at PBCom Monteverde branch where he was later to deposit respondents check did not rule out petitioners securing a loan. It is

pure naivete to believe that if a businessman has such an outstanding balance in his bank account, he would have no need to borrow a lesser amount. In fine, as petitioners side of the case is incredible as it is inconsistent with the principles by which men similarly situated are governed, whereas respondents claim that the proceeds of the check, which were admittedly received by petitioners, represented a loan extended to petitioner Antonio Tan is credible, the preponderance of evidence inclines on respondent.

SPOUSES DAVID vs. TIONGSON G.R. No. 108169 August 25, 1999

FACTS: Three sets of plaintiffs, namely spouses Ventura, spouses David and Vda. De Basco, filed a complaint for specific performance with damges, against private respondents spouses Tiongson, alleging that the latter sold to them lots located in Pampanga. The parties expressly agredd that in case of payment has been fully paid respondents would execute an individual deed of absolute sale in plaintiffs flavor. The respondents demanded the executuion of a deed of sale and issuance of certificate of titile but the respondents refused to issue the same. The trial court rendered its decision in favor of the respondents. However the CA ruled that contract of sale was not been perfrected between spouses David and/or Vda. De Basco and respondents. As with regard to the spouses Ventura, the CA affirmed the RTC.

ISSUE: Whether or not contract of sale has not been perfected but petitioners and respondents.

RULING: The SC ruled that there was a perfected contact. However, the statute of frauds is inapplicable. The rule is settled that the statute of frauds applies only to executor and not to completed, executed or partially executed contract. In the case of spouses David,

the payment made rendered the sales contract beyong the ambit of the statutre of frauds/ The CA erred in concluding that there was no perfected contract of sale. However, in view of the stipulation of the parties that the deed of sale and corresponding certificate of title would be issued after full payment, then, they ad entered into a contract to sell and not a contract of sale. CORDIAL vs. MIRANDA G.R. No. 135495 December 14, 2000

FACTS: David Miranda, a businessman from Angeles City, was engaged in rattan business. Gener Buelva was the supplier of David but the former met an accident and died. Genero Cordial and Miranda met through Buelvas widow, Cecilla. They agreed that Cordial will be his supplier of rattan poles. Cordial shipped rattan poles as to the agreed number of pieces and sizes however Miranda refused to pay the cost of the rattan poles delivered. Miranda alleged that there exist no privity of contract between Miranda and Cordial. Cordial filed a complaint againt Miranda. The RTC rendered its decision in favor of the petitioner. The CA reversed the decision of the RTC.

ISSUE: Whether or not Statute of Frauds applies in this case.

RULING:

The CA and respondent Miranda stress the absence of a written memorandum of the alleged contract between the parties. Respondent implicity agrues that the alleged contract is unenforceable under the Statute of Frauds however, the statute of frauds applies only to executor and not to completed, executed, or partially executed contracts. Thus, were one party has performed ones obligation, oral evidence will be admitted to prove the agreement. In the present case, it has already been established that petitioner had delivered the rattan poles to respondent. The contract was partially executed, the Statute of Frauds does not apply.

VILLANUEVA-MIJARES vs. THE COURT OF APPEALS G.R. No. 108921 April 12, 2000

FACTS: During the lifetime, Felipe, owned real property, a parcel of land situated at Estancia, Kalibo, Capiz. Upong Felipes death, ownership of the land was passed on to his children. Pedro, on of the children, got his share. The remaining undivided portion of the land was held in trust by leon. His co-heirs made several seasonable and lawful demands upon him to subdivide the partition the property, but no subdivision took place. After the death of Leon, private respondents discovered that the shares of four of the heirs of Felipe was purchased by Leon as evidenced by Deed of Sale.

ISSUE: Whether or not the appellate court erred in declaring the Deed of Sale unenforceable against the private respondent fro being unauthorized contract.

RULING: The court has ruled that the nullity of the unenforceable contract is of a permanent nature and it will exist as long the unenforceable contract is not duly ratifired. The mere lapse of time cannot igve efficacy to such a contract. The defect is such that it cannot be cured except by the subsequent ratification of the unenforceable contract by the person in whose name the contract was executed. In the instant case, there is no showing of any express or implied ratification of the assailed Deed of Sale by the private respondents Procerfina, Ramon,. Prosperidad, and Rosa. Thus, the said Deed of Sale must remain unenforceable as to them.

ROSENCOR DEVELOPMENT CORPORATION vs. INQUING G.R. No. 140479 March 8, 2000

FACTS: Plaintiffs and plaintiffs-intervenors averred that they are the lessess since 1971 of a two-story residential apartment and owned by spouses Faustino and Cresencia Tiangco. The lease was nocovered by any contract. The lesses were renting the premises then for Php 150.00 a month and were allegedly verbally granted by the lessors the pre-emptive right to purchase the property if ever they decide to sell the same. Upon the death of the spouses Tiangco, the management of the property was adjudicated to their heirs who were represented by Eufrocina deLeon. The lessees received a letter from de Leon advising them that the heirs of the late spouses have already sold the property to Resencor. The lessees filed an action f\before th RTC praying for the following: a) rescission of the Deed of Absolute Sale between de Leon and Rocencor, b) the defendants Rosencor/Rene Joaquin be ordered to reconvey the property to de Leon, c) de Leon be ordered to reimburse the plaintiffs for the repair of the property or apply the said amount as part of the purchase of the property. The RTC dismissed the complaint while the Ca reversed the decision of the RTC.

ISSUE: Whether or not a right of first refusal is indeed covered by the provisions of the NCC on the Statute of Frauds.

RULING: A right of first refusal is not among those listed as unenforceable under the statute of frauds. Furthermore, the application of Article 1403, par. 2(e) of the NCC, presupposes the existence of a perfected, albeit unwritten, contract of sale. A right of first refusal, such as the one involved in the instant case, is not by any means a perfected contract of sale of real property. At best, it is a contractual grant, not of the sale of the real property involed byt of the right of first refusal over the property sought to be sold. It is thus evident that the statute of frauds does not contemplate cases involving a right of right of first refusal. As such, a right of first refusal need not be written to be enforceable and may be proven by oral evidence.

FIRME vs.BUKAL ENTERPRISES AND DEVELOPMENT CORPORATION G.R. No. 146608 October 23, 2003

FACTS: Petitioner Spouses Firme are the registered owner of a parcel of land located on Dahlia Avenue, Fairview Park, Quezon City. Bukal Enterprises filed a complaint for specific performance and damges with the trial court, aleeging that the Spouses Firme reneged on their agreement to sell the property. The complaint asked the trial court to order the Spouses Firme to execute the deed of sale and to delover the title of the property to Bukal Enterpises upon payment of the agreed purchase price. The RTC rendered its decision against Bukal. The CA reversed and set aside the decision of the RTC.

ISSUE: Whether or not Statute of Frauds is applicable.

RULING: The CA held that partial performance of the contract of sale takes the oral contract out of the scope of Statute of Frauds. This conclusion arose from the appellate courts erronoues finding that there was a perfected contract of sale. The recors shoe that there was no perfected contract of sale. There is therefore no basis for the application of the Stature of Frauds. The application of the Statute of Frauds presupposes the existence of a perfected contract.

HEIRS OF M. DORONIO vs. HEIR OF F. DORONIO G.R. No. 169454 December 27, 2007

FACTS: Petitioners are the heirs of Maralino Doronio, while respondents are the heirs of Fortunato Doronio. The property in dispute is one of a private deed of donation propter nuptias who was executed by Spouses Simeon Doronio and Cornelia Gante in facor of Maralino Doronio and his wife Veronica Pico. The heirs of Fortuanto Doronio contended that only the half of the property was actually incorporated in the deed of donation because it stated that Fortunato is the owner of the adjacent property. Eager to obtain the entire property, the heirs of Marcelino filed a petition For the Registration of a Private Deed of Donation. The RTC granted the petition. The heirs of Fortunato files a pleading in the form of petition. In the petition, they prayed that an order be issued declaring null and void the registration of the private deed of donation. The RTC ruled in favor of the heirs of Marcelino. The CA reversed the decision of RTC.

ISSUE: Whether or not the donation propter nuptias is valid.

RULING:

Article 633 of the OCC provides that figts of real property , in order to be valid, must appear in a public document. It is settled that a donation of real estate propter nuptias is void unless made by public instrument. In the instant case, the donation propter nuptias did not become valid. Neither did it create any right because it was not made in a public instrument. Hence, it conveyed no title to the land in question to petitioners predecessors.

GURREA vs SUPLICO G.R. No. 144320 April 26, 2006

FACTS: The petition arose from a complaint for anuulment of tilte with prayer for

preliminary injunction filed with the court of First Instance by Rosalina Gurrea in her capacity as attorney-in-fact of the heirs of Ricardo Gurrea. The complaint was filed against Atty. Enrique Suplico. Atty. Suplico alleged that the property in dispurte was for the payment of his services rendered to the late Ricardo Gurrea which the offered to him as payment.

ISSUE: Whether or not petitioners are entitled to the cancellation of respondent attorneys title over the subject property and the reconveyance thereof to the herein petitioners or to be the estate of the Late Ricardo.

RULING: Having been established that the subject property was still the object of litigation at the time the subject deed of Transfer of Rights and Interest was executed, the assignment of rights and interest over the subject property in favor of respondent is null and void for being violative of the provisions of Article 1491 of the Civil Code which expressly prohibits lawyers from acquiring property or rights which may be the object of any litigation in which they may take part by virtue of their profession. It follows that respondents title over the subject property should be cancelled and the property

reconveyed to the estate of Ricardo, the same to be distributed to the latter?s heirs. This is without prejudice, however, to respondent?s right to claim his attorney?s fees from the estate of Ricardo, it being undisputed that he rendered legal services for the latter.

FRENZEL vs. CATITO G.R. No. 143958 July 11, 2003

FACTS: Alfred Frenzel and Ederlina Catito had an amorous relationship which started in Kings Cross, a night spot in Sydney. During their relationship Alfred bought properties in the Philippines in the name of Ederlina. Their relationship started to deteriorate when the husband of Ederlina threatened Ederlina that he would file a bigamy case against her for having an illicit affair with Alfred, who was also married. Alfred filed a complaint against Ederlina for specific performance, declaration of real and personal properties, sum of money and damages.

ISSUE: Whether or not acquisition of a parcel of land is valid.

RULING: The sales of three parcels of land in favor of the petitioner who is a foreigner is illegal per se. The transactions are void ab initio because they were entered into in violation of the Constitution. Thus, to allow the petitioner to recover the properties or the money used in the purchase of the parcels of land would be subversive of public policy. An action for recovery of what has been paid without just cause has been designated as an accion in rem verso. This provision does not apply if, as in this case, the action is proscribed by the Constitution or by the application of the pari delicto doctrine. 68 It may be unfair and unjust to bar the petitioner from filing an accion in rem

verso over the subject properties, or from recovering the money he paid for the said properties, but, as Lord Mansfield stated in the early case of Holman vs. Johnson:69 "The objection that a contract is immoral or illegal as between the plaintiff and the defendant, sounds at all times very ill in the mouth of the defendant. It is not for his sake, however, that the objection is ever allowed; but it is founded in general principles of policy, which the defendant has the advantage of, contrary to the real justice, as between him and the plaintiff."

LA BUGAAL-BLAAN vs RAMOS G.R. No. 127882 December 1, 2004

FACTS: The Petition for Prohibition and Mandamus before the Court challenges the constitutionality of (1) Republic Act No. [RA] 7942 (The Philippine Mining Act of 1995); (2) its Implementing Rules and Regulations (DENR Administrative Order No. [DAO] 9640); and (3) the FTAA dated March 30, 1995, executed by the government with Western Mining Corporation (Philippines), Inc. (WMCP). On January 27, 2004, the Court en banc promulgated its Decision granting the Petition and declaring the unconstitutionality of certain provisions of RA 7942, DAO 9640, as well as of the entire FTAA executed between the government and WMCP, mainly on the finding that FTAAs are service contracts prohibited by the 1987 Constitution.

ISSUE: Whether or not it is a void contract.

RULING: Section 7.9 of the WMCP FTAA has effectively given away the State's share without anything in exchange. Moreover, it constitutes unjust enrichment on the part of the local and foreign stockholders in WMCP, because by the mere act of divestment, the local and foreign stockholders get a windfall, as their share in the net mining revenues of WMCP is automatically increased, without having to pay anything for it.

Being grossly disadvantageous to government and detrimental to the Filipino people, as well as violative of public policy, Section 7.9 must therefore be stricken off as invalid. Section 7.8(e) of the WMCP FTAA likewise is invalid, since by allowing the sums spent by government for the benefit of the contractor to be deductible from the State's share in net mining revenues, it results in benefiting the contractor twice over. This constitutes unjust enrichment on the part of the contractor, at the expense of government. For being grossly disadvantageous and prejudicial to government and contrary to public policy, Section 7.8(e) must also be declared without effect. It may likewise be stricken off without affecting the rest of the FTAA.

AGAN vs. PIATCO G.R. No. 155001 January 21, 2004

FACTS: Asias Emerging Dragon Corp. (AEDC) submitted an unsolicited proposal to the Philippine Government through the Department of Transportation and Communication (DOTC) and Manila International Airport Authority (MIAA) for the construction and development of the NAIA IPT III under a build-operate-and-transfer arrangement pursuant to R.A. No. 6957, as amended by R.A. No. 7718 (BOT Law). The DOTC issued the notice of award for the NAIA IPT III project to the Paircargo Consortium, which later organized into herein respondent PIATCO. Various petitions were filed before this Court to annul the 1997 Concession Agreement, the ARCA and the Supplements and to prohibit the public respondents DOTC and MIAA from implementing them. In a decision dated May 5, 2003, this Court granted the said petitions and declared the 1997 Concession Agreement, the ARCA and the Supplements null and void. Respondent PIATCO, respondent-Congressmen and respondents-intervenors now seek the reversal of the May 5, 2003 decision and pray that the petitions be dismissed.

ISSUE: Whether or not the contract is valid.

RULING:

Section 19, Article XII of the 1987 Constitution mandates that the State prohibit or regulate monopolies when public interest so requires. Monopolies are not per se prohibited. Given its susceptibility to abuse, however, the State has the bounden duty to regulate monopolies to protect public interest. Such regulation may be called for, especially in sensitive areas such as the operation of t he countrys premier international airport, considering the public interest at stake. By virtue of the PIATCO contracts, NAIA IPT III would be the only international passenger airport operating in the Island of Luzon, with the exception of those already operating in Subic Bay Freeport Special Economic Zone ("SBFSEZ"), Clark Special Economic Zone ("CSEZ") and in Laoag City. Undeniably, the contracts would create a monopoly in the operation of an international commercial passenger airport at the NAIA in favor of PIATCO.

COMMISSION ON ELECTIONS vs. QUIJANO-PADILLA G. R. No. 151992 September 18, 2002

FACTS: The Philippine Congress passed Republic Act No. 8189, otherwise known as the "Voter's Registration Act of 1996," providing for the modernization and computerization of the voters' registration list and the appropriate of funds therefor "in order to establish a clean, complete, permanent and updated list of voters." The COMELEC issued invitations to pre-qualify and bid for the supply and installations of information technology equipment and ancillary services for its VRIS Project. Private respondent Photokina Marketing Corporation (PHOTOKINA) won the bid however the budget appropriated by the Congress for the COMELECs modernization project was only 1B which was not sufficient to PHOTOKINA bid in the amount of 6.588B. Senator Edgardo J. Angara directed the creation of a technical working group to assist the COMELEC in evaluating all programs for the modernization of the COMELEC which will also consider the PHOTOKINA contract as an alternative program and various competing programs for the purpose. PHOTOKINA filed a petition for mandamus, prohibition and damages (with prayer for temporary restraining order, preliminary prohibitory injunction and preliminary mandatory injunction) against the COMELEC and all its Commissioners. Judge Luisa Quijano-Padilla rendered her decision in favor of PHOTOKINA.

ISSUE:

May a successful bidder compel a government agency to formalize a contract with it notwithstanding that its bid exceeds the amount appropriated by Congress for the project?

RULING: The SC cannot accede to PHOTOKINA's contention that there is already a perfected contract. While we held in Metropolitan Manila Development Authority vs. Jancom Environmental Corporation[50] that "the effect of an unqualified acceptance of the offer or proposal of the bidder is to perfect a contract, upon notice of the award to the bidder," however, such statement would be inconsequential in a government where the acceptance referred to is yet to meet certain conditions. To hold otherwise is to allow a public officer to execute a binding contract that would obligate the government in an amount in excess of the appropriations for the purpose for which the contract was attempted to be made. In the case at bar, there seems to be an oversight of the legal requirements as early as the bidding stage. The first step of a Bids and Awards Committee (BAC) is to determine whether the bids comply with the requirements. The BAC shall rate a bid "passed" only if it complies with all the requirements and the submitted price does not exceed the approved budget for the contract. The SC ruled that PHOTOKINA, though the winning bidder, cannot compel the COMELEC to formalize the contract. Since PHOTOKINAs bid is beyond the amount appropriated by Congress for the VRIS Project, the proposed contract is not binding upon the COMELEC and is considered void; and that in issuing the questioned preliminary writs of mandatory and prohibitory injunction and in not dismissing Special Civil Action No. Q-01-45405, respondent judge acted with grave abuse of discretion. Petitioners cannot be compelled by a writ of mandamus to discharge a duty that involves the exercise of judgment and discretion, especially where disbursement of public funds is concerned.

JAWORSKI vs. PAGCOR G.R. No. 144463 January 14, 2004

FACTS: PAGCORs board of directors approved an instrument denominated as "Grant of Authority and Agreement for the Operation of Sports Betting and Internet Gaming", which granted SAGE the authority to operate and maintain Sports Betting station in PAGCOR?s casino locations, and Internet Gaming facilities to service local and international bettors, provided that to the satisfaction of PAGCOR, appropriate safeguards and procedures are established to ensure the integrity and fairness of the games. Petitioner, in his capacity as member of the Senate and Chairman of the Senate Committee on Games, Amusement and Sports, files the instant petition, praying that the grant of authority by PAGCOR in favor of SAGE be nullified.

ISSUE: Whether not not respondent PAGCORs legislative franchise includes to operate Internet gambling.

RULING: While PAGCOR is allowed under its charter to enter into operator?s and/or management contracts, it is not allowed under the same charter to relinquish or share its franchise, much less grant a veritable franchise to another entity such as SAGE. PAGCOR can not delegate its power in view of the legal principle of delegata potestas delegare non potest, inasmuch as there is nothing in the charter to show that it has been expressly authorized to do so. In Lim v. Pacquing,10 the Court clarified that "since

ADC has no franchise from Congress to operate the jai-alai, it may not so operate even if it has a license or permit from the City Mayor to operate the jai-alai in the City of Manila." By the same token, SAGE has to obtain a separate legislative franchise and not "ride on" PAGCOR?s franchise if it were to legally operate on-line Internet gambling.

OESMER vs. PARAISO DEVELOPMENT CORPORATION G.R. No. 157493 February 5, 2007

FACTS: Petitioner Ernesto to meet with a certain Sotero Lee, President of respondent Paraiso Development Corporation, at Otani Hotel in Manila. The said meeting was for the purpose of brokering the sale of petitioners properties to respondent corporation. A Contract to Sell was drafted. A check in the amount of P100,000.00, payable to Ernesto, was given as option money. Sometime thereafter, Rizalino, Leonora, Bibiano, Jr., and Librado also signed the said Contract to Sell. However, two of the brothers, Adolfo and Jesus, did not sign the document. However petitioners informed respondent corporation about their intention to rescind the Contract to Sell and to return the amount of Php 100,000.00. respondent did not respond to the aforesaid letter. Petitioners, therefore, filed a complaint for Declaration of Nullity or for Annulment of Option Agreement or Contract to Sell with damages. The RTC rendered its decision in favor to respondent. CA affirmed the decision of RTC with modification.

ISSUE: Whether or not Contract to Sell is void considering that on of the heirs did not sign it as to indicate its consent to be bound by its terms.

RULING: It is well-settled that contracts are perfected by mere consent, upon the acceptance by the offeree of the offer made by the offeror. From that moment, the

parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage and law. To produce a contract, the acceptance must not qualify the terms of the offer. However, the acceptance may be express or implied. For a contract to arise, the acceptance must be made known to the offeror. Accordingly, the acceptance can be withdrawn or revoked before it is made known to the offeror. In the case at bar, the Contract to Sell was perfected when the petitioners consented to the sale to the respondent of their shares in the subject parcels of land by affixing their signatures on the said contract. Such signatures show their acceptance of what has been stipulated in the Contract to Sell and such acceptance was made known to respondent corporation when the duplicate copy of the Contract to Sell was returned to the latter bearing petitioners signatures

HEIRS OF BALITE vs LIM G.R. No. 152168 December 10, 2004

FACTS: The spouses Aurelio and Esperanza Balite the owners of the disputed land, located at Nothern Samar. Aurelio died intestate, Esperanza and their children became co-owners of the said property. The said property remained undivided. Esperanza became ill and decided to sell the property without informing the other children of the said sale to Rodrigo Lim, only Antonio and Cristeta knew of the said sale.

ISSUE: When the other children knew about it, Esperanza signed a letter addressed to Rodrigo informing the latter that her children did not agree to the sale of the property to him and that she was withdrawing all her commitments until the validity of the sale is finally resolved. Whether or not Deed of Absolute Sale is null and void.

RULING: In the present case, the parties intended to be bound by the Contract, even if it did not reflect the actual purchase price of the property. That the parties intended the agreement to produce legal effect is revealed by the letter of Esperanza Balite to respondent dated October 23, 1996 and petitioners? admission that there was a partial

payment of P320,000 made on the basis of the Deed of Absolute Sale. There was an intention to transfer the ownership of over 10,000 square meters of the property . Clear from the letter is the fact that the objections of her children prompted Esperanza to unilaterally withdraw from the transaction. Since the Deed of Absolute Sale was merely relatively simulated, it remains valid and enforceable. All the essential requisites prescribed by law for the validity and perfection of contracts are present. However, the parties shall be bound by their real agreement for a consideration of P1,000,000 as reflected in their Joint Affidavit. The juridical nature of the Contract remained the same. What was concealed was merely the actual price. Where the essential requisites are present and the simulation refers only to the content or terms of the contract, the agreement is absolutely binding and enforceable between the parties and their successors in interest.

PINEDA vs. COURT OF APPEALS G.R. No. 127094 February 6, 2002

FACTS: Appellees Nelson Baez and Mercedes Baez and the appellees and Alejandria Pineda, together with the latters spouse Alfredo Caldona, executed an ?Agreement to Exchange Real PropertiesIn the agreement, the parties agreed to: 1) exchange their respective properties; 2) Pineda to pay an earnest money in the total amount of $12,000.00 on or before the first week of February 1983; and 3) to consummate the exchange of properties not later than June 1983. It appears that the parties undertook to clear the mortgages over their respective properties. At the time of the execution of the exchange agreement, the White Plains property was mortgaged with the Government Service Insurance System (GSIS) while the California property had a total mortgage obligation of $84,000.00 In the meantime, the appellees were allowed to occupy or lease to a tenant Pineda?s California property and Pineda was authorized to occupy appellees? White Plains property. unknown to the appellees, Alejandria Pineda and the appellants Adeodato C. Duque, Jr. and Evangeline Mary Jane Duque executed an ?Agreement to Sell? over the White Plains property whereby Pineda sold the property to the appellants for the amount of P1,600,000.00 A series of communications ensued between the representatives of the appellees and Ms. Pineda with regards to the status of the exchange agreement which resulted in its rescission for failure of Pineda to clear her mortgage obligation of the California property. Negotiations for the purchase of the property were held between the appellants and the appellees but the same failed which resulted in the appellees demanding for the appellants to vacate the property.

ISSUE: Whether petitioners validly acquired the subject property.

RULING: The Civil Code provides that in a sale of a parcel of land or any interest therein made through an agent, a special power of attorney is essential.This authority must be in writing, otherwise the sale shall be void. In his testimony, petitioner Adeodato Duque confirmed that at the time he "purchased" respondents property from Pineda, the latter had no Special Power of Authority to sell the property. A special power of attorney is necessary to enter into any contract by which the ownership of an immovable is transmitted or acquired for a valuable consideration. Without an authority in writing, petitioner Pineda could not validly sell the subject property to petitioners Duque. Hence, any "sale" in favor of petitioners Duque is void.