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G.R. No. L-29264 August 29, 1969 RODRIGUEZ vs CA BARBARA RODRIGUEZ, petitioner, vs. HON. COURT OF A EAL! "!#$o%& D'v's'o%, $o()os#& o* +U!TICE! +UAN . ENRI,UEZ, HER-OGENE! CONCE CION, +R. .%& EDILBERTO !ORIANO/, ATANACIO 0ALENZUELA, -A1I-INA 0ICTORIO, LIBERATA !ANTO!, NIE0E! CRUZ, su2st'tut#& 23 4#5 4#'5s, AR!ENIO, +A6-E, ANDRE!, NELO .%& A-ANDA, .77 su5%.(#& NER6, .%& CAR-EN .%& AR!ENIA, 2ot4 su5%.(#& -ENDOZA, respondents. Fortunato de Leon for petitioner. Sycip, Salazar, Luna, Manalo and Feliciano for respondent Atanacio Valenzuela. San Juan, Africa, Gonzales and San Agustin for respondent Nieves Cruz. CA!TRO, J.: For a clear understanding of the issues posed by the present petition for anda us and certiorari with preliminary injunction, we hereunder quote the statement of the case and the findings of fact made by the Court of Appeals in its decision dated October 4, !"# in CA$%.&. '()*4$&, as well as the dispositive portion of the said decision+ On ,ecember ' , !(*, in -ara.aque, &i/al, by virtue of a document denominated 01asunduan0 written in the vernacular and ratified before 2otary -ublic 3a/aro C. 4son of that locality, 2ieves Cru/, now deceased, authori/ed the spouses Atanacio 5alen/uela, and 6a7imina 5ictorio and 3iberate 8antos to sell a certain parcel of land of about 44,"'4 square meters belonging to her and situated in 8itio 6atatdo, 9arrio 8an ,ionisio, -ara.aque, &i/al, the identity of which is not now in dispute. Among, the anent conditions of this authority were that the price payable to 2ieves Cru/ for the land would be - .") per square meter and any overprice would pertain to the agents: that 2ieves Cru/ would

receive from said agents, by way of advance payment on account of the purchase price to be paid by whomsoever may buy the land, the sum of - ),))).)) upon the e7ecution of the agreement aforesaid, and another - ),))).)) on ;anuary (, !(!: that the balance on the total purchase price would be payable to 2ieves Cru/ upon the issuance of the <orrens title over the property, the obtention of which was underta=en by the agents who also were bound to advance the e7pense therefor in the sum of -4,))).)) which would be deductible from the last amount due on the purchase price: and that should the agent find no buyer by the time that <orrens title is issued, 2ieves Cru/ reserved the right to loo= for a buyer herself although all sums already received from the agents would be returned to them without interest. As confirmed by 2ieves Cru/ in a 0recibo0, >7hibit ?, bearing the date 0... ng >nero ng !(!,0 the stipulated 0advance payment @paunang bayadA0 of -?),))).)) was duly made to her. Contrary to the agreement that the balance on the purchase price would be paid upon the issuance of the <orrens title over the land @8eptember !, !")A, 2ieves Cru/ and her children, however, collected from the agents, either thru 6a7imina 5ictorio or thru 8alud %. de 3eon, daughter of 3iberate 8antos, various sums of money during the period from ;uly ', !(! up to 8eptember ', !" , all of which were duly receipted for by 2ieves Cru/ andBor her children and in which receipts it is e7pressly stated that said amounts were 0bilang =aragdagan sa ipinagbili naming lupa sa =anila @additional payments for the land we sold to themA0, >7hibits ?, ?$a to ?$/$ . <hese totalled -?#, !*.") which with the -?),))).)) previously paid amounted to -4#, !*."). 6eanwhile, proceedings to place the land under the operation of the <orrens system were initiated. 4n due season, the registration court C finding a registrable title in the name of the applicants, >milio Cru/ and 2ieves Cru/, but that C

0... the applicant 2ieves Cru/ has li=ewise sold her one$half @ B?A undivided share to the spouses Atanacio 5alen/uela and 6a7ima @6a7iminaA 5ictorio and to 3iberata 8antos from whom she had received partial payments thereof in the sum of -??,))).)):0 @>7hibit 4$aA. decreed, on ;uly (, !"), the registration of the land in the names of the applicants aforesaid C 08ubject ... to the rights of the spouses Atanacio 5alen/uela and 6a7imina 5ictorio and to 3iberata 8antos over the one$half share of 2ieves Cru/ of the parcel of land for which the latter was paid -??,))).)) as partial payment thereof.0 @>7hibit 4A. <he judgment aforesaid having become final, the corresponding Original Certificate of <itle 2o. ?4** of the &egistry of ,eeds of &i/al was, on 8eptember !, !"), duly entered and issued to the applicants aforesaid, subject, amongst others, to the limitation heretofore stated. >ventually, pursuant to a partition between 2ieves Cru/ and her brother, >milio Cru/, by virtue of which the entire land was subdivided into two lots of 4*,?") square meters each, Original <ransfer of <itle 2o. ?4** was cancelled and superseded by two new transfer certificates respectively covering the two sub$divided lots, that which pertained to 2ieves Cru/, 3ot A @3&CA -sd$ ' )", being covered by <ransfer Certificate of <itle 2o. *) ) issued on October ', !"). 8aid title carried over the annotation heretofore mentioned respecting the rights of Atanacio 5alen/uela and 6a7imina 5ictorio and 3iberata 8antos over the portion covered thereby. @>7hibits " and "$aA. <hen, on 8eptember (, !" , 2ieves Cru/ sold the property in question to 9arbara 3ombos &odrigue/, her 0balae0 because the latterDs son was married to her daughter, for the sum

of -##,? ".)) @>7hibit ;A. 4n consequence, <ransfer Certificate of <itle 2o. *) ) in the name of 2ieves Cru/ was cancelled and, in lieu thereof, <ransfer Certificate of <itle 2o. ! '( was issued in the name of 9arbara 3ombos &odrigue/ @>7hibit 4A which li=ewise carried over the annotation respecting the rights of Atanacio 5alen/uela, 6a7imina 5ictorio and 3iberata 8antos over the property covered thereby. Forthwith, on 8eptember ", !" , 2ieves Cru/, through counsel, gave notice to Atanacio 5alen/uela, 6a7imina 5ictorio and 3iberata 8antos of her decision to rescind the original agreement heretofore adverted to, enclosing with said notice 9an= of America chec= for -4*,''*."), representing sums advanced by the latter which were tendered to be returned. Atanacio 5alen/uela, 6a7imina 5ictorio and 3iberata 8antos, through counsel, bal=ed at the attempt at rescission, denying non$ compliance with their underta=ing inasmuch as, per agreement, the balance on the purchase price for the land was not due until after the !"? harvest. <hey, accordingly, returned 2ieves Cru/D chec=. <hus rebuffed, plaintiff 2ieves Cru/ hailed defendants Atanacio 5alen/uela, 6a7imina 5ictorio and 3iberate 8antos before the &i/al Court in the instant action for rescission of the 01asunduan0 heretofore adverted to, the cancellation of the annotation on the title to the land respecting defendantDs right thereto, and for damages and attorneyDs fees. 4n their return to the complaint, defendants traversed the material averments thereof, contending principally that the agreement sought to be rescinded had since been novated by a subsequent agreement whereunder they were to buy the property directly. <hey also impleaded 9arbara 3omboa &odrigue/ on account of the sale by the plaintiff to her of the subject property and interposed a counterclaim against both plaintiff and &odrigue/ for the annulment of the sale of the land to the latter, as well as the transfer certificate of title

issued in her favor consequent thereto and the reconveyance of the land in their favor, and also for damages and attorneyDs fees. -ending the proceedings below, plaintiff 2ieves Cru/ died and was, accordingly, substituted as such by her surviving children, to wit+ Arsenio, 2elo, ;aime, Andres and Amanda, all surnamed 2ery, and Carmen and Armenia both surnamed 6endo/a. 4n due season, the trial court C finding for plaintiff 2ieves Cru/ and her buyer, 9arbara 3ombos &odrigue/, and against defendants C rendered judgment thus C 042 54>E OF A33 <F> FO&>%O42%, judgment is hereby rendered @ A Ordering the cancellation at the bac= of <ransfer Certificate of <itle 2o. ! '( of the &egister of ,eeds of &i/al, stating that the land covered thereby was sold to the defendants: @?A Ordering the defendants to pay to the plaintiff, jointly and severally the sum of -"#,("4.)) as actual damages and -(,))).)) by way of attorneyDs fees: @'A ,ismissing the defendants counterclaim: and @4A Ordering the defendants to pay the costs of this suit jointly and severally.0 777 777 777

9y and large, we are satisfied from a meticulous assay of the evidence at bar that the contract of sale over the land subsequently made by 2ieves Cru/ in favor of appellants was duly and satisfactorily proved. 2o showing having been made by appellees to warrant the rescission of that contract, the attempt of such rescission is legally untenable and necessarily futile. <he specific performance of that contract is under the circumstances, legally compellable. Considering that the rights of appellants, as such purchasers of the portion corresponding to 2ieves Cru/, is a matter of official record in the latterDs certificate of title over the land C the annotation of which was authori/ed by the decision of the registration court and which annotation was duly carried over in the subsequent titles issued therefor, including that issued in the name of appellee &odrigue/ C said appellee must be conclusively presumed to have been aware, as indeed she was, of the prior rights acquired by appellants over the said portion. 8aid appelleeDs acquisition of the land from 2ieves Cru/ remains subject, and must yield, to the superior rights of appellants. Appellee &odrigue/ cannot see= refuge behind the protection afforded by the 3and &egistration Act to purchasers in good faith and for value. Aware as she was of the e7istence of the annotated prior rights of appellants, she cannot now be heard to claim a right better than that of her grantor, 2ieves Cru/. Fer obligation to reconvey the land to the appellants is thus indubitable. 777 777 777

Ee find no obstacle to appellantsD purchase of the land in the prohibition against an agent buying the property of his principal entrusted to him for sale. Eith the agreement of 2ieves Cru/ to sell the land directly to said appellants, her agents originally, it cannot seriously be contended that the purchase of the land by appellants was, without the e7press consent of the principal 2ieves Cru/. Accordingly, that purchase is beyond the coverage of the prohibition.

EF>&>FO&>, the judgment appealed from is hereby &>5>&8>, in toto, and, in lieu thereof, another is hereby rendered+ @ A 8etting aside and annulling the deed of sale, >7hibit ;, e7ecuted by plaintiff in favor of 9arbara 3ombos &odrigue/:

@?A ,eclaring defendant$appellee 9arbara 3ombos &odrigue/ divested of title over the property covered by <C< 2o. ! '( of the &egister of ,eeds of &i/al and title thereto vested in defendants$appellants upon payment of the latter to appellee &odrigue/ of the sum of -?*,*##.4), representing the balance of the agreed purchase price due on the property minus - ',))).)) awarded under paragraph @4A within !) days after this decision shall have become final, and ordering the &egister of ,eeds of &i/al to cancel <C< 2o. ! '( and issue in lieu thereof a new certificate of title in favor of appellants, upon payment of corresponding fees: @'A Ordering plaintiffs and defendant 9arbara 3ombos &odrigue/ to deliver to the defendants$appellants possession of the property aforementioned: and @4A Ordering appellees jointly and severally to pay to defendants$appellants the sum of -(,))).)) as temperate damages, -',))).)) as moral damages and -(,))).)) as attorneyDs fees plus costs. <hese amounts shall be deducted from the -?*,*##.4) appellants are required to pay to &odrigue/ under paragraph @?A hereof. <his case is before us for the second time. 4n 3$?*4"?, the heirs of 2ieves Cru/ and the present petitioner @9arbara 3ombos &odrigue/A filed a joint petition for certiorari C as an original action under &ule "( and, simultaneously, as an appeal under &ule 4(. As the former, it sought redress against the refuse of the respondent Court of Appeals to consider a motion for reconsideration filed beyond the reglementary period. As the latter, it sought a review of the respondent CourtDs findings of fact and conclusions of law. On ;anuary ', !"* we denied the joint petition: the joint petition was thereafter amended, and this amended petition we li=ewise denied on ;anuary ?", !"*: on February ?), !"* we denied the motion for reconsideration filed solely by &odrigue/.

On ;uly ?), !"*, &odrigue/ alone filed the present petition for mandamus and certiorari. 8he prays for the issuance of a writ of preliminary injunction to restrain the respondents from enforcing the decision of the Court of Appeals in CA$%.&. '()*4$& and from entering into any negotiation or transaction or otherwise e7ercising acts of ownership over the parcel of land covered by transfer certificate of title ! '( issued by the &egister of ,eeds of &i/al. 8he also prays that preliminary injunction issue to restrain the &egister of ,eeds of &i/al from registering any documents affecting the subject parcel of land. 2o injunction, however, was issued by us. <he petition in the present case, 3$?!?"4, while again assailing the findings of fact and conclusions of law made by the respondent Court, adds two new grounds. <he first is the allegation that the land involved in CA$%.&. '()*4$& has a value in e7cess of -?)),))). <he petitioner complains that the Court of Appeals should have certified the appeal to us, pursuant to section ' of &ule () in relation to section #@(A of the ;udiciary Act of !4*, as she had as=ed the said Court to do in her supplemental motion of ;une 4, !"*. <he second ground is the claim that the Court of Appeals gravely abused its discretion in denying her 6ay 4, !"* motion for new trial, based on alleged newly discovered evidence. 4n their answer, Atanacio 5alen/uela, 6a7imina 5ictorio and 3iberata 8antos allege that the findings of fact made by the Court of Appeals in its decision of October 4, !"# are substantiated by the record and the conclusions of law are supported by applicable laws and jurisprudence, and, moreover, that these findings are no longer open to review inasmuch as the said decision has become final and e7ecutory, the period of appeal provided in &ule 4( having e7pired. Atanacio 5alen/uela, et al. also maintain that the land in litigation had a value of less than -?)),))), according to the records of the case, when their appeal from the decision of the Court of First 4nstance of &i/al in civil case "!) was perfected: that the petitionerDs motion for new trial in the Court of Appeals was filed out of time: and that the petitioner is estopped from questioning the jurisdiction of the Court of Appeals in the matter of

the value of the land in controversy. <wo grounds for the defense of estoppel are offered by Atanacio 5alen/uela, et al. One is that the petitioner speculated in obtaining a favorable judgment in the Court of Appeals by submitting herself to the jurisdiction of the said Court and she cannot now therefore be allowed to attac= its jurisdiction when the judgment turned out to be unfavorable. <he other is that the petitionerDs laches made possible the sale in good faith by Atanacio 5alen/uela, et al., of the land in litigation to >milio and 4sidro &amos, in whose names the land is at present registered under transfer certificate of title ??! '( issued on 8eptember ?(, !"* by the &egister of ,eeds of &i/al. <he heirs of 2ieves Cru/ filed an answer unqualifiedly admitting the basic allegations of the petition, e7cept as to the value of the land, as to which they are non$committal. 4t is our considered view that the petitionerDs claim of grave abuse by the respondent Court in denying her motion for new trial is devoid of merit. 4t is not disputed that, on the assumption that the respondent Court had jurisdiction over the appeal, the petitioner had already lost her right to appeal from the decision of October 4, !"# when the petition in 3$ ?*4"? was filed in ;anuary !"*. 4t logically follows that the case had passed the stage for new trial on newly discovered evidence when the petitioner filed her motion for new trial on 6ay 4, !"*. <wo issues remain, to wit, @ A the value of the land in controversy: and @?A estoppel. At the time appeal was ta=en to the Court of Appeals. section #@(A of the ;udiciary Act of !4*, as amended, provided+ <he 8upreme Court shall have e7clusive jurisdiction to review, revise, reverse modify or affirm on appeal, certiorari or writ of error, as the law or rules of court may provide, final judgments and decrees of inferior courts as herein provided, in C 777 777 777

@(A All civil cases in which the value in controversy e7ceeds two hundred thousand pesos, e7clusive of interests and costs or in which the title or possession of real estate e7ceeding in value the sum of two hundred thousand pesos to be ascertained by the oath of a party to the cause or by other competent evidence, is involved or brought in question. <he 8upreme Court shall li=ewise have e7clusive jurisdiction over all appeals in civil cases, even though the value in controversy, e7clusive of interests and costs, is two hundred thousand pesos or less, when the evidence involved in said cases is the same as the evidence submitted in an appealed civil case within the e7clusive jurisdiction of the 8upreme Court as provided herein. <he petitioner would have us believe that, other than a realtorDs sworn statement dated ;une 4, !"*, which was filed with the respondent Court together with her supplemental motion, there is nothing in the records that would indicate the value of the litigated parcel. Ee disagree. <he 01asunduan0 @anne7 A to the petitionA dated ,ecember ' , !(* e7ecuted by and between 2ieves Cru/ and Atanacio 5alen/uela, et al. fi7ed the value of the land @of an area of 44,"'4 square metersA at - .") per square meter. <he decision @anne7 9A of the Court of First 4nstance of &i/al dated August ?, !"4 assessed the value of the land at -'.)) per square meter. <he decision @anne7 ,A dated October 4, !"# of the respondent Court of Appeals pointed out that the consideration stated in the deed of sale of the land e7ecuted by 2ieves Cru/ in favor of &odrigue/, the petitioner herein, is -##,? ". 6oreover, until ;une 4, !"*, no party to the cause questioned the valuation of -'.)) per square meter made by the trial court. <he records, therefore, overwhelmingly refute the petitionerDs allegation. <hey also prove that the value of the entire parcel of land had been impliedly admitted by the parties as being below -?)),))). %ranting arguendo, however, that the value of the land in controversy is in e7cess of -?)),))), to set aside at this stage all proceedings had before the Court of Appeals in CA$%.&. '()*4$&, and before this Court in 3$?*4"?, would violate all norms of justice and

equity and contravene public policy. <he appeal from the decision of the Court of First 4nstance of &i/al was pending before the respondent Court during the period from !"4 until October 4, !"#, when on the latter date it was decided in favor of the appellants and against the petitioner herein and the heirs of 2ieves Cru/. Get, the appellees therein did not raise the issue of jurisdiction. <he joint petition in 3$?*4"? afforded the petitioner herein the opportunity to question the jurisdiction of the respondent Court. Again, the value of the land in controversy, was not questioned by the petitioners, not even in their amended joint petition. 4t was not until ;une 4, !"* that the petitioner herein filed with the respondent Court a supplemental motion wherein she raised for the first time the issue of value and questioned the validity of the final decision of the respondent Court on the jurisdictional ground that the real estate involved has a value in e7cess of -?)),))). <hat the petitionerDs present counsel became her counsel only in 6ay, !"* provides no e7cuse for the petitionerDs failure to e7ercise due diligence for over three years to discover that the land has a value that would oust the respondent Court of jurisdiction. <he fact remains that the petitioner had allowed an unreasonable period of time to lapse before she raised the question of value and jurisdiction, and only after and because the respondent Court had decided the case against her. <he doctrine of estoppel by laches bars her from now questioning the jurisdiction of the Court of Appeals. <he learned disquisition of 6r. ;ustice Arsenio -. ,i/on, spea=ing for this Court in Serafin !i"a , et al. vs. Magdaleno Si#ong$anoy, et al. %L&'()*+, April (*, (,-./, e7plained, in unequivocal terms, the reasons why, in a case li=e the present, a losing party cannot be permitted to belatedly raise the issue of jurisdiction. A party may be estopped or barred from raising a question in different ways and for different reasons. <hus we spea= of estoppel in pais, of estoppel by deed or by record, and of estoppel by lac$es. 3aches, in a general sense, is failure or neglect, for an unreasonable and une7plained length of time, to do that which, by

e7ercising due diligence, could or should have been done earlier: it is negligence or omission to assert a right within a reasonable time, warranting a presumption that the party entitled to assert it either has abandoned it or declined to assert it. <he doctrine of laches or of 0stale demands0 is based upon grounds of public policy which requires, for the peace of society, the discouragement of stale claims and, unli=e the statute of limitation is not a mere question of time but is principally a question of the inequity or unfairness of permitting a right or claim to be enforced or asserted. 4t has been held that a party cannot invo=e the jurisdiction of a court to secure affirmative relief against his opponent and, after obtaining or failing to obtain such relief, repudiate or question that same jurisdiction @,ean vs. ,ean, '" Or. "!4, *" A. 3. &. #!A. 4n the case just cited, by way of e7plaining the rule, it was further said that the question whether the court had jurisdiction either of the subject matter of the action or of the parties was not important in such cases because the party is barred from such conduct not #ecause t$e "udg ent or order of t$e court is valid and conclusive as an ad"udication, #ut for t$e reason t$at suc$ a practice cannot #e tolerated C obviously for reasons of public policy. Furthermore, it has also been held that after voluntarily submitting a cause and encountering an adverse decision on the merits, it is too late for the loser to question the jurisdiction or power of the court @-ease vs. &athbun$;ones, etc., ?4' H.8. ?#', " 3. >d. # (, '# 8. Ct. ?*': 8t. 3ouis, etc. vs. 6c9ride, 4 H.8. ?#, '( 3. >d. "(!A. And in Littleton vs. 0urgess, " Eyo (*, the Court said that it is not right for a party who has affirmed and invo=ed the jurisdiction of a court in a particular matter to secure an affirmative relief, to afterwards deny that same jurisdiction to escape a penalty.

Hpon this same principle is what Ee said in the three cases mentioned in the resolution of the Court of Appeals of 6ay ?), !"' @supraA C to the effect that we frown upon the 0undesirable practice0 of a party submitting his case for decision and then accepting the judgment, only if favorable, and attac=ing it for lac= of jurisdiction, when adverse C as well as in 1inda2gan etc. vs. 3ans, et al., %.&. 3$ 4(! , 8eptember ?", !"?: Monteli#ano, et al. vs. 0acolod&Murcia Milling Co., 4nc., %.&. 3$ ()!?: 5oung Men La#or 6nion, etc. vs. !$e Court of 4ndustrial 7elations, et al., %.&. 2o. 3$?)')#, Feb. ?", !"(: and Me"ia vs. Lucas, )) -hil. p. ?##. Ee do not here rule that where the pleadings or other documents in the records of a case state a value of a real estate in controversy, a party to the cause may not show that the true value thereof is more or is less than that stated in the records. 8ection #@(A of the ;udiciary Act of !4* precisely allows a party to submit a sworn statement of such higher or lower value. <his is not to say, of course, that the court is bound by a partyDs sworn statement, for where more than one party submit materially differing statements of value, or where a partyDs sworn statement conflicts with other competent evidence, the true value is to be determined by the trial court as an issue of fact before it. <he time when the issue of the value of a real estate in controversy is to be resolved is prior to, or simultaneously with, the approval of the record on appeal and appeal bond, for it is upon the perfection of the appeal that the appellate court acquires jurisdiction over the case @&ule 4 , section !A. 4t is at this time that a party to the cause, be he the intended appellant or the intended appellee, must raise the issue of value before the trial court, for said court to allow appeal involving a question of fact either to this Court or to the Court of Appeals, depending on its finding on the value of the realty. Failure to raise this issue before the trial court amounts to a submission of the issue solely on the basis of the pleadings and evidence a 8uo and is equivalent to a waiver of the right to present the statement under oath or to adduce the other competent evidence referred to in section #@bA of the ;udiciary Act of !4*.

A contrary rule would be disastrous. For one thing, to allow a party to present proof of value before an appellate court would be to convert the said court to a trial court. For another thing, the value of real estate may change between the perfection of an appeal and the receipt of the record or the payment of the appellate court doc=et fee: hence, it is best, for stability, to have the value determined at the precise instant when the trial court must decide to which appellate court the appeal should be made and not at some uncertain time thereafter. Eorse yet, to permit a party to prove before the Court of Appeals or before us, after a decision on the merits has been rendered, that a real estate in controversy e7ceeds, or does not e7ceed -?)),))) in value, would be to encourage speculation by litigants: for, a losing party can be e7pected to raise the issue of value of the realty to show that it is in e7cess of -?)),))) if the unfavorable judgment is rendered by the Court of Appeals, or to show that it does not e7ceed -?)),))) if the unfavorable judgment is rendered by this Court, in an attempt to litigate the merits of the case all over again. ? 4n the case at bar, the records C as of the perfection of the appeal on August ?, !"4 C show that the litigated real estate had a value not in e7cess of -?)),))). Conformably with the ;udiciary Act of !4*, therefore, the appeal from the decision of the Court of First 4nstance of &i/al in civil case "!) was within the jurisdiction of the Court of Appeals. Other issues, both of fact and of law, are raised in the pleadings. Considering our conclusion that the respondent Court had jurisdiction over the appeal, it is not necessary to discuss, much less resolve, any of those other issues. Fowever, because the petitioner and the heirs of 2ieves Cru/ have hammered on the twin issues of the e7istence of an oral contract of sale and of the efficacy of an oral novatory contract of sale, a brief discussion of these issues would not be amiss. <he agency agreement of ,ecember ' , !(* is not impugned by any of the parties. 2ieves Cru/, however, asserted that the agency remained in force until she rescinded it on 8eptember ", !" by notice to that effect to Atanacio 5alen/uela, et al., tendering with the said notice

the return, in chec=, of the sum of -4*,''*.") which she had received from Atanacio 5alen/uela, et al. <he defendants, upon the other hand, contend that the agency agreement was novated by a contract of sale in their favor and that the balance of the purchase price was not due until after the !"? harvest. &odrigue/, when impleaded by Atanacio 5alen/uela, et al., denied that she was a buyer in bad faith from 2ieves Cru/. <he parties and the lower courts are agreed that 2ieves Cru/ had received -?),))) from Atanacio 5alen/uela, et al., by ;anuary (, !(! and that the payment of this total sum was in accordance with the agency agreement. <he parties and the lower courts, however, are at variance on the basis or reason for the subsequent payments. <he petitioner herein, the heirs of 2ieves Cru/ and the Court of First 4nstance of &i/al ta=e the position that the payments after ;anuary (, !(! were received by 2ieves Cru/ as partial or installment payments of the purchase price on the representations of Atanacio 5alen/uela, et al., that they had a buyer for the property from whom these payments came, all pursuant to the agency agreement. <he respondents Atanacio 5alen/uela, et al., on the other hand, assert that those amounts were paid by them, as disclosed buyers, to 2ieves Cru/ and her children, pursuant to a novatory verbal contract of sale entered into with 2ieves Cru/, subsequent to the agency agreement and prior to the issuance of the decree of registration of ;uly (, !"). 4t is thus clear that the decisive issues are @aA whether or not 2ieves Cru/ did agree to sell to Atanacio 5alen/uela, et al., the litigated parcel of land sometime after ;anuary (, !(!, and @bA whether or not the said agreement is enforceable or can be proved under the law. <he fact that Atanacio 5alen/uela, et al. were agents of 2ieves Cru/ under the agency agreement of ,ecember ' , !(* is not material, for if it is true that 2ieves Cru/ did agree to sell to her agents the real estate subject of the agency, her consent too= the transaction out of the prohibition contained in article 4! @?A of the Civil Code. 2either are articles *#4 and *#*@(A and @ ?A of the Civil Code relevant, for they refer to sales made by an agent for a principal and not to sales made by the owner personally to

another, whether that other be acting personally or through a representative. Eas there a novatory oral contract to sell entered into by 2ieves in favor of Atanacio 5alen/uela, et al.I 4n resolving this question, the respondent Court pointed to significant facts and circumstances sustaining an affirmative answer. Cited by the Court of Appeals is the testimony of Andres 2ery, a successor$in$interest of 2ieves Cru/ and a substitute plaintiff upon 2ieves Cru/D death, to the effect that after they had gone to the defendants several times, they were told that the buyer was 8alud de 3eon. <his witness also said, according to the transcript cited by the respondent Court, that they were paid little by little and had been paid a grand total of -4*,))). <he respondent Court li=ewise adverted to the receipts @e7hibits 3$ ? to 3$??, e7hibit 3$?4, e7hibit 3$?", and e7hibits ?, ?$a to ?$/$ A signed by 2ieves Cru/ andBor her children and concluded that on the faces of these receipts it is clear that the amounts therein stated were in payment by Atanacio 5alen/uela, et al. of the land which the recipients had sold to them @0ipinagbile naming lupa sa =anila0A. Of incalculable significance is the notation in the original certificate of title and in the transfer certificate of title in the name of 2ieves Cru/ which, in unambiguous language, recorded 2ieves Cru/D sale of her interest in the land to Atanacio 5alen/uela, et al. 4f that notation were inaccurate or false, 2ieves Cru/ would not have remained unprotesting for over a year after the entry of the decree of registration in ;uly, !"), nor would she and her children have received ' installment payments totalling - !,!"' during the period from 8eptember !, !") to 8eptember ', !" . 8alud de 3eon, it should be borne in mind, is the husband of &ogaciano F. de 3eon and the daughter of the defendant 3iberata 8antos. 4t should li=ewise be remembered that, as remar=ed by the trial court, 8alud de 3eon testified that it was she who had the oral agreement with 2ieves Cru/ for the purchase by Atanacio 5alen/uela, et al. of the litigated property and, as found by the respondent Court, 8alud de 3eon was the representative of Atanacio 5alen/uela, et al., not of 2ieves Cru/.

Ee conclude, therefore, that there is substantial evidence in the record sustaining the finding of the respondent Court that the parties to the agency agreement subsequently entered into a new and different contract by which the landowner, 2ieves Cru/, verbally agreed to sell her interest in the litigated real estate to Atanacio 5alen/uela, et al. A legion of receipts there are of payments of the purchase price signed by 2ieves Cru/. <rue, these receipts do not state all the basic elements of a contract of sale, for they do not e7pressly identify the object nor fi7 a price or the manner of fi7ing the price. <he parties, however, are agreed C at least the plaintiff has not questioned the defendantsD claim to this effect C that the object of the sale referred to in the receipts is 2ieves Cru/D share in the land she co$owned with her brother >milio and that the price therefor is - .") per square meter. At all events, by failing to object to the presentation of oral evidence to prove the sale and by accepting from the defendants a total of -?#, !*.") after ;anuary (, !(!, the plaintiff thereby ratified the oral contract, conformably with article 4)( of the Civil Code, and removed the partly e7ecuted agreement from the operation of the 8tatute of Frauds. And, finally, the sale was established and recogni/ed in the land registration proceedings wherein the land court, in its decision, categorically stated+ J<Khe applicant 2ieves Cru/ has li=ewise sold her one$half @LA undivided share to the spouses Atanacio 5alen/uela and 6a7imina 5ictorio and 3iberata 8antos from whom she had received partial payment thereof in the sum of -??,))).)). <he pertinent certificates of title bear the annotation of the aforesaid right of Atanacio 5alen/uela, et al. <he final decision of the land court C to the effect that 2ieves Cru/ had sold her undivided share to Atanacio 5alen/uela, et al., and had received a partial payment of -??,))) C is now beyond judicial review, and, because a land registration case is a proceeding in rem, binds even &odrigue/. &odrigue/ nevertheless insist that despite the rescission by the Court of Appeals of her purchase from 2ieves Cru/, the said respondent

Court did not order 2ieves Cru/ to return the -##,? " which she had received from her. Ehile mutual constitution follows rescission of a contract @article '*(, Civil CodeA, the respondent Court should not be blamed for omitting to order 2ieves Cru/ to restore what she had received from the petitioner on account of the rescinded contract of sale. 4n the first place, in the pleadings filed before the trial court, &odrigue/ made no claim for restitution against 2ieves Cru/ or her heirs. 4n the second place, 2ieves Cru/ died in the course of the proceedings below and was substituted by her heirs who, necessarily, can be held individually liable for restitution only to the e7tent that they inherited from her. 2evertheless, inasmuch as rescission of the contract between 2ieves Cru/ and the petitioner herein was decreed by the respondent Court, the latter should be entitled to restitution as a matter of law. 4t is of no moment that herein petitioner did not file any cross$claim for restitution against the plaintiff, for her answer was directed to the defendantsD claim which was in the nature of a third$party complaint. 8he was neither a co$defendant nor a co$third$party defendant with 2ieves Cru/: nor were 2ieves Cru/ and the herein petitioner opposing parties a quo, for they joined in maintaining the validity of their contract. 8ection 4 of &ule !, therefore, has no application to the petitionerDs right to restitution. Ee declare, consequently, that the estate of 2ieves Cru/ is liable to 9arbara 3ombos &odrigue/ for the return to the latter of the sum of -##,? ", less the amount which Atanacio 5alen/uela, et al. had deposited with the trial court in accordance with the decision of respondent Court. Ee cannot order the heirs of 2ieves Cru/ to ma=e the refund. As we observed above, these heirs are liable for restitution only to the e7tent of their individual inheritance from 2ieves Cru/. Other actions or proceedings have to be commenced to determine the liability accruing to each of the heirs of 2ieves Cru/. ACCO&,42%3G, the present petition for anda us and certiorari is denied, at petitionerDs cost.

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