G.R. No.

135634 May 31, 2000

HEIRS OF JUAN SAN ANDRES (VICTOR S. IGA! a"# SA$VACION S. TRIA, petitioners,
vs.
VICENTE RODRIGUE, respondent.

MENDOA, J.:
This is a petition for review on certiorari of the decision of the Court of Appeals
1
reversing the
decision of the Regional Trial Court, Naga City, Branch 19, in Civil Case No. 8!1""#, as well as the
appellate court$s resolution denying reconsideration.
The antecedent facts are as follows%
&uan 'an Andres was the registered owner of (ot No. 191)!B!* situated in (i+oton, Naga City. ,n
'epte-+er *8, 19.), he sold a portion thereof, consisting of ")# s/uare -eters, to respondent
0icente '. Rodrigue1 for 2*,)1#.33. The sale is evidenced +y a 4eed of 'ale.
*
5pon the death of &uan 'an Andres on 6ay #, 19.#, Ra-on 'an Andres was appointed 7udicial
ad-inistrator of the decedent$s estate in 'pecial 2roceedings No. R!*1, RTC, Branch 19, Naga City.
Ra-on 'an Andres engaged the services of a geodetic engineer, &ose 2e8ero, to prepare a
consolidated plan 9:;h. A< of the estate. :ngineer 2e8ero also prepared a s=etch plan of the ")#!
s/uare -eter lot sold to respondent. >ro- the result of the survey, it was found that respondent had
enlarged the area which he purchased fro- the late &uan 'an Andres +y #39 s/uare -eters.
"
Accordingly, the 7udicial ad-inistrator sent a letter,
)
dated &uly *, 198, to respondent de-anding
that the latter vacate the portion allegedly encroached +y hi-. ?owever, respondent refused to do
so, clai-ing he had purchased the sa-e fro- the late &uan 'an Andres. Thereafter, on Nove-+er
*), 198, the 7udicial ad-inistrator +rought an action, in +ehalf of the estate of &uan 'an Andres, for
recovery of possession of the #39!s/uare -eter lot.
@n his Re!a-ended Answer filed on >e+ruary ., 1989, respondent alleged that apart fro- the ")#!
s/uare -eter lot which had +een sold to hi- +y &uan 'an Andres on 'epte-+er *8, 19.), the latter
li=ewise sold to hi- the following day the re-aining portion of the lot consisting of #39 s/uare
-eters, with +oth parties treating the two lots as one whole parcel with a total area of 8#) s/uare
-eters. Respondent alleged that the full pay-ent of the #39!s/uare -eter lot would +e effected
within five 9#< years fro- the e;ecution of a for-al deed of sale after a survey is conducted over said
property. ?e further alleged that with the consent of the for-er owner, &uan 'an Andres, he too=
possession of the sa-e and introduced i-prove-ents thereon as early as 19.).
As proof of the sale to hi- of #39 s/uare -eters, respondent attached to his answer a receipt 9:;h.
*<
#
signed +y the late &uan 'an Andres, which reads in full as follows%
Received fro- 0icente Rodrigue1 the su- of >ive ?undred 92#33.33< 2esos
representing an advance pay-ent for a residential lot ad7oining his previously paid lot
on three sides e;cepting on the frontage with the agreed price of >ifteen 91#.33<
2esos per s/uare -eter and the pay-ent of the full consideration +ased on a survey
shall +e due and paya+le in five 9#< years period fro- the e;ecution of the for-al
deed of saleA and it is agreed that the e;penses of survey and its approval +y the
Bureau of (ands shall +e +orne +y 6r. Rodrigue1.
Naga City, 'epte-+er *9, 19.).
9'gd.<
&5AN
R. 'AN
AN4R
:'
0endor
Noted%
9'gd.<
0@C:NT: R,4R@B5:C
0endee
Respondent also attached to his answer a letter of 7udicial ad-inistrator Ra-on 'an Andres
9:;h. "<,
.
as=ing pay-ent of the +alance of the purchase price. The letter reads%
4ear @nting,
2lease acco--odate -y re/uest for Three ?undred 92"33.33< 2esos as @ a- in
need of funds as @ inti-ated to you the other day.
De will 7ust ad7ust it with whatever +alance you have paya+le to the su+division.
Than=s.
'incerel
y,
9'gd.<
RA6,
N 'AN
AN4R:
'
0icente Rodrigue1
2enafrancia 'u+division, Naga City
2.'.
Eou can let +earer :nri/ue del Castillo sign for the a-ount.
Received ,ne ?undred ,nly
9'gd.<
RA6,N 'AN AN4R:'
"F"3F..
Respondent deposited in court the +alance of the purchase price a-ounting to 2,3"#.33 for the
aforesaid #39!s/uare -eter lot.
Dhile the proceedings were pending, 7udicial ad-inistrator Ra-on 'an Andres died and was
su+stituted +y his son Ricardo 'an Andres. ,n the other +and, respondent 0icente Rodrigue1 died
on August 1#, 1989 and was su+stituted +y his heirs.

2etitioner, as plaintiff, presented two witnesses. The first witness, :ngr. &ose 2e8ero,
8
testified that
+ased on his survey conducted so-eti-e +etween 198* and 198#, respondent had enlarged the
area which he purchased fro- the late &uan 'an Andres +y #39 s/uare -eters +elonging to the
latter$s estate. According to 2e8ero, the titled property 9:;h. A!#< of respondent was enclosed with a
fence with -etal holes and +ar+ed wire, while the e;panded area was fenced with +ar+ed wire and
+a-+oo and light -aterials.
The second witness, Ricardo 'an Andres,
9
ad-inistrator of the estate, testified that respondent had
not filed any clai- +efore 'pecial 2roceedings No. R!*1 and denied =nowledge of :;hi+its * and ".
?owever, he recogni1ed the signature in :;hi+it " as si-ilar to that of the for-er ad-inistrator,
Ra-on 'an Andres. >inally, he declared that the e;panded portion occupied +y the fa-ily of
respondent is now enclosed with +ar+ed wire fence unli=e +efore where it was found without fence.
,n the other hand, Bi+iana B. Rodrigue1,
13
widow of respondent 0icente Rodrigue1, testified that
they had purchased the su+7ect lot fro- &uan 'an Andres, who was their co-padre, on 'epte-+er
*9, 19.), at 21#.33 per s/uare -eter. According to her, they gave 2#33.33 to the late &uan 'an
Andres who later affi;ed his signature to :;hi+it *. 'he added that on 6arch "3, 19..A Ra-on 'an
Andres wrote the- a letter as=ing for 2"33.33 as partial pay-ent for the su+7ect lot, +ut they were
a+le to give hi- only 2133.33. 'he added that they had paid the total purchase price of 2,3"#.33
on Nove-+er *1, 1988 +y depositing it in court. Bi+iana B. Rodri/ue1 stated that they had +een in
possession of the #39!s/uare -eter lot since 19.) when the late &uan 'an Andres signed the
receipt. 9:;h. *< (astly, she testified that they did not =now at that ti-e the e;act area sold to the-
+ecause they were told that the sa-e would +e =nown after the survey of the su+7ect lot.
,n 'epte-+er *3, 199), the trial court
11
rendered 7udg-ent in favor of petitioner. @t ruled that there
was no contract of sale to spea= of for lac= of a valid o+7ect +ecause there was no sufficient
indication in :;hi+it * to identify the property su+7ect of the sale, hence, the need to e;ecute a new
contract.
Respondent appealed to the Court of Appeals, which on April *1, 1998 rendered a decision
reversing the decision of the trial court. The appellate court held that the o+7ect of the contract was
deter-ina+le, and that there was a conditional sale with the +alance of the purchase price paya+le
within five years fro- the e;ecution of the deed of sale. The dispositive portion of its decision$s
reads%
@N 0@:D ,> A(( T?: >,R:B,@NB, the 7udg-ent appealed fro- is here+y
R:0:R':4 and ':T A'@4: and a new one entered 4@'6@''@NB the co-plaint
and rendering 7udg-ent against the plaintiff!appellee%
1. to accept the 2,3"#.33 representing the +alance of the purchase price of the
portion and which is deposited in court under ,fficial Receipt No. 13##) 9page 1**,
Records<A
*. to e;ecute the for-al deed of sale over the said #39 s/uare -eter portion of (ot
191)!B!* in favor of appellant 0icente Rodrigue1A
". to pay the defendant!appellant the a-ount of 2#3,333.33 as da-ages and
213,333.33 attorney$s fees as stipulated +y the- during the trial of this caseA and
). to pay the costs of the suit.
', ,R4:R:4.
?ence, this petition. 2etitioner assigns the following errors as having +een allegedly co--itted +y
the trial court%
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T?: 6AN4AT,RE R:J5@R:6:NT' T?:R:,>.
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C,NTRACT A>T:R T?: (A2': ,> *) E:AR'.
The petition has no -erit.
>irst. Art. 1)#8 of the Civil Code provides%
By the contract of sale one of the contracting parties o+ligates hi-self to transfer the
ownership of and to deliver a deter-inate thing, and the other to pay therefor a price
certain in -oney or its e/uivalent.
A contract of sale -ay +e a+solute or conditional.
As thus defined, the essential ele-ents of sale are the following%
a< Consent or -eeting of the -inds, that is, consent to transfer ownership in
e;change for the priceA
+< 4eter-inate su+7ect -atterA and,
c< 2rice certain in -oney or its e/uivalent.
1*
As shown in the receipt, dated 'epte-+er *9, 19.), the late &uan 'an Andres received 2#33.33
fro- respondent as Hadvance payment for the residential lot adjoining his previously paid lot on
three sides excepting on the frontageA the agreed purchase price was 21#.33 per s/uare -eterA and
the full a-ount of the purchase price was to +e +ased on the results of a survey and would +e due
and paya+le in five 9#< years fro- the e;ecution of a deed of sale.
2etitioner contends, however, that the Hproperty su+7ect of the sale was not descri+ed with sufficient
certainty such that there is a necessity of another agree-ent +etween the parties to finally ascertain
the identityA si1e and purchase price of the property which is the o+7ect of the alleged sale.H
1
?e
argues that the H/uantity of the o+7ect is not deter-inate as in fact a survey is needed to deter-ine
its e;act si1e and the full purchase price thereforH
1)
@n support of his contention, petitioner cites the
following provisions of the Civil Code%
Art. 1")9. The o+7ect of every contract -ust +e deter-inate as to its =ind. The fact
that the /uantity is not deter-ina+le shall not +e an o+stacle to the e;istence of a
contract, provided it is possi+le to deter-ine the sa-e without the need of a new
contract +etween the parties.
Art. 1).3. . . . The re/uisite that a thing +e deter-inate is satisfied if at the ti-e the
contract is entered into, the thing is capa+le of +eing -ade deter-inate without the
necessity of a new and further agree-ent +etween the parties.
2etitioner$s contention is without -erit. There is no dispute that respondent purchased a portion of
(ot 191)!B!* consisting of ")# s/uare -eters. This portion is located in the -iddle of (ot 191)!B!*,
which has a total area of 8#) s/uare -eters, and is clearly what was referred to in the receipt as the
Hpreviously paid lot.H 'ince the lot su+se/uently sold to respondent is said to ad7oin the Hpreviously
paid lotH on three sides thereof, the su+7ect lot is capa+le of +eing deter-ined without the need of
any new contract. The fact that the e;act area of these ad7oining residential lots is su+7ect to the
result of a survey does not detract fro- the fact that they are deter-inate or deter-ina+le. As the
Court of Appeals e;plained%
1#
Conco-itantly, the o+7ect of the sale is certain and deter-inate. 5nder Article 1).3
of the New Civil Code, a thing sold is deter-inate if at the ti-e the contract is
entered into, the thing is capa+le of +eing deter-inate without necessity of a new or
further agree-ent +etween the parties. ?ere, this definition finds reali1ation.
Appellee$s :;hi+it HAH 9page ), Records< affir-ingly shows that the original ")# s/.
-. portion earlier sold lies at the -iddle of (ot 191)!B!* surrounded +y the re-aining
portion of the said (ot 191)!B!* on three 9"< sides, in the east, in the west and in the
north. The northern +oundary is a 1* -eter road. Conclusively, therefore, this is the
only re-aining #39 s/. -. portion of (ot 191)!B!* surrounding the ")# s/. -. lot
initially purchased +y Rodrigue1. @t is /uite difined, deter-inate and certain. Dithal,
this is the sa-e portion ad7unctively occupied and possessed +y Rodrigue1 since
'epte-+er *9, 19.), unpertur+ed +y anyone for over twenty 9*3< years until appellee
instituted this suit.
Thus, all of the essential ele-ents of a contract of sale are present, i.e., that there was a -eeting of
the -inds +etween the parties, +y virtue of which the late &uan 'an Andres undertoo= to transfer
ownership of and to deliver a deter-inate thing for a price certain in -oney. As Art. 1)# of the Civil
Code provides%
The contract of sale is perfected at the -o-ent there is a -eeting of -inds upon the
thing which is the o+7ect of the contract and upon the price. . . .
That the contract of sale is perfected was confir-ed +y the for-er ad-inistrator of the estates,
Ra-on 'an Andres, who wrote a letter to respondent on 6arch "3, 19.. as=ing for 2"33.33 as
partial pay-ent for the su+7ect lot. As the Court of Appeals o+served%
Dithout any dou+t, the receipt profoundly spea=s of a -eeting of the -ind +etween
'an Andres and Rodrigue1 for the sale of the property ad7oining the ")# s/uare
-eter portion previously sold to Rodrigue1 on its three 9"< sides e;cepting the
frontage. The price is certain, which is 21#.33 per s/uare -eter. :vidently, this is a
perfected contract of sale on a deferred pay-ent of the purchase price. All the pre!
re/uisite ele-ents for a valid purchase transaction are present. 'ale does not re/uire
any for-al docu-ent for its e;istence and validity. And delivery of possession of land
sold is a consu--ation of the sale 9Balar vs. ?usain, *3 'CRA 18. K19.L<. A
private deed of sale is a valid contract +etween the parties 9Car+onell v. CA, .9
'CRA 99 K19.L<.
@n the sa-e vein, after the late &uan R. 'an Andres received the 2#33.33
downpay-ent on 6arch "3, 19.., Ra-on R. 'an Andres wrote a letter to Rodrigue1
and received fro- Rodrigue1 the a-ount of 2133.33 9although 2"33.33 was +eing
re/uested< deducti+le fro- the purchase price of the su+7ect portion. :nri/ue del
Castillo, Ra-on$s authori1ed agent, correspondingly signed the receipt for the
2133.33. 'urely, this is e;plicitly a verita+le proof of he sale over the re-aining
portion of (ot 191)!B!* and a confir-ation +y Ra-on 'an Andres of the e;istence
thereof.
1.
There is a need, however, to clarify what the Court of Appeals said is a conditional contract of sale.
Apparently, the appellate court considered as a HconditionH the stipulation of the parties that the full
consideration, +ased on a survey of the lot, would +e due and paya+le within five 9#< years fro- the
e;ecution of a for-al deed of sale. @t is evident fro- the stipulations in the receipt that the vendor
&uan 'an Andres sold the residential lot in /uestion to respondent and undertoo= to transfer the
ownership thereof to respondent without any /ualification, reservation or condition. @n Ang Yu
Asuncion v. Court of Appeals,
1
we held%
@n Dignos v. Court of Appeals 91#8 'CRA "#<, we have said that, although
deno-inated a H4eed of Conditional 'ale,H a sale is still a+solute where the contract
is devoid of any proviso that title is reserved or the right to unilaterally rescind is
stipulated, e.g., until or unless the price is paid. ,wnership will then +e transferred to
the +uyer upon actual or constructive delivery 9e.g., +y the e;ecution of a pu+lic
docu-ent< of the property sold. Dhere the condition is i-posed upon the perfection
of the contract itself, the failure of the condition would prevent such perfection. @f the
condition is i-posed on the o+ligation of a party which is not fulfilled, the other party
-ay either waive the condition or refuse to proceed with the sale. 9Art. 1#)#, Civil
Code<.
Thus, in. one case, when the sellers declared in a HReceipt of 4own 2ay-entH that they received an
a-ount as purchase price for a house and lot without any reservation of title until full pay-ent of the
entire purchase price, the i-plication was that they sold their property.
18
In People's Industrial
Commercial Corporation v. Court of Appeals,
19
it was stated%
A deed of sale is considered a+solute in nature where there is neither a stipulation in
the deed that title to the property sold is reserved in the seller until full pay-ent of the
price, nor one giving the vendor the right to unilaterally resolve the contract the
-o-ent the +uyer fails to pay within a fi;ed period.
Applying these principles to this case, it cannot +e gainsaid that the contract of sale +etween the
parties is a+solute, not conditional. There is no reservation of ownership nor a stipulation providing
for a unilateral rescission +y either party. @n fact, the sale was consu--ated upon the delivery of the
lot to respondent.
*3
Thus, Art. 1) provides that the ownership of the thing sold shall +e transferred
to the vendee upon the actual or constructive delivery thereof.
The stipulation that the Hpay-ent of the full consideration +ased on a survey shall +e due and
paya+le in five 9#< years fro- the e;ecution of a for-al deed of saleH is not a condition which affects
the efficacy of the contract of sale. @t -erely provides the -anner +y which the full consideration is to
+e co-puted and the ti-e within which the sa-e is to +e paid. But it does not affect in any -anner
the effectivity of the contract. Conse/uently, the contention that the a+sence of a for-al deed of sale
stipulated in the receipt prevents the happening of a sale has no -erit.
Second. Dith respect to the contention that the Court of Appeals erred in upholding the validity of a
consignation of 2,3"#.33 representing the +alance of the purchase price of the lot, nowhere in the
decision of the appellate court is there any -ention of consignation. 5nder Art. 1*# of this Civil
Code, consignation is proper only in cases where an e;isting o+ligation is due. @n this case, however,
the contracting parties agreed that full pay-ent of purchase price shall +e due and paya+le within
five 9#< years fro- the e;ecution of a for-al deed of sale. At the ti-e respondent deposited the
a-ount of 2,3"#.33 in the court, no for-al deed of sale had yet +een e;ecuted +y the parties, and,
therefore, the five!year period during which the purchase price should +e paid had not co--enced.
@n short, the purchase price was not yet due and paya+le.
This is not to say, however, that the deposit of the purchase price in the court is erroneous. The
Court of Appeals correctly ordered the e;ecution of a deed of sale and petitioners to accept the
a-ount deposited +y respondent.
hird. The clai- of petitioners that the price of 2,3"#.33 is ini/uitous is untena+le. The a-ount is
+ased on the agree-ent of the parties as evidenced +y the receipt 9:;h. *<. Ti-e and again, we
have stressed the rule that a contract is the law +etween the parties, and courts have no choice +ut
to enforce such contract so long as they are not contrary to law, -orals, good custo-s or pu+lic
policy. ,therwise, court would +e interfering with the freedo- of contract of the parties. 'i-ply put,
courts cannot stipulate for the parties nor a-end the latter$s agree-ent, for to do so would +e to alter
the real intentions of the contracting parties when the contrary function of courts is to give force and
effect to the intentions of the parties.
!ourth. >inally, petitioners argue that respondent is +arred +y prescription and laches fro- enforcing
the contract. This contention is li=ewise untena+le. The contract of sale in this case is perfected, and
the delivery of the su+7ect lot to respondent effectively transferred ownership to hi-. >or this reason,
respondent see=s to co-ply with his o+ligation to pay the full purchase price, +ut +ecause the deed
of sale is yet to +e e;ecuted, he dee-ed it appropriate to deposit the +alance of the purchase price
in court. Accordingly, Art. 11)) of the Civil Code has no application to the instant case.
*1
Considering
that a survey of the lot has already +een conducted and approved +y the Bureau of (ands,
respondent$s heirs, assign or successors!in!interest should rei-+urse the e;penses incurred +y
herein petitioners, pursuant to the provisions of the contract.
D?:R:>,R:, the decision of the Court of Appeals is A>>@R6:4 with the -odification that
respondent is ,R4:R:4 to rei-+urse petitioners for the e;penses of the survey.
', ,R4:R:4.