DIGNOS YS. COURT OF APPEALS158 SCRA 378 question that therewas actual delivery thereof.
therewas actual delivery thereof. As found by the trial court, the Dignos
FACTS:
The spouses Silvestre and Isabel Dignos were. owners of a parcel of land in Opon, Lapu-Lapu
City. OnJune 7, 1965, appellants, herein petitioners Dignos spouses sold the said parcel of
land to respondentAtilano J. Jabil for the sum of P28,000.00, payable in two installments,
with an assumption of indebtedness with the First Insular Bank of Cebu in the sum of PI
2,000.00, which was paid andacknowledged by the vendors in the deed of sale executed in
favor of plaintiff-appellant, and the nextinstallment in the sum of P4,000.00 to be paid on or
before September 15, 1965.On November 25, 1965, the Dignos spouses sold the same land
in favor of defendants spouses, LucianoCabigas and Jovita L. De Cabigas, who were then U.S.
citizens, for the price of P35,000.00. A deed of absolute sale was executed by the Dignos
spouses in favor of the Cabigas spouses, and which wasregistered in the Office of the
Register of Deeds pursuant to the provisions of Act No. 3344.As the Dignos spouses refused
to accept from plaintiff-appellant the balance of the purchase price of theland, and as
plaintiff- appellant discovered the second sale made by defendants-appellants to the
Cabigasspouses, plaintiff-appellant brought the present suit.
ISSUE:
Whether or not there was an absolute contract of sale.2. Whether or not the contract
of sale was already rescinded when the Digros spouses sold the land toCabigas
HELD:
Yes. That a deed of sale is absolute in nature although denominated as a "Deed of
Conditional Sale"where nowhere in the contract in question is a proviso or stipulation to the
effect that title to theproperty sold is reserved in the vendor until full payment of the
purchase price, nor is there astipulation giving the vendor the right to unilaterally rescind
the contract the moment the vendeefails to pay within a fixed period.A careful examination
of the contract shows that there is no such stipulation reserving the title of the property on
the vendors nor does it give them the right to unilaterally rescind the contract
uponnon-payment of the balance thereof within a fixed period.On the contrary, all the
elements of a valid contract of sale under Article 1458 of the Civil Code, arepresent, such as:
(1) consent or meeting of the minds; (2) determinate subject matter; and (3)price certain in
money or its equivalent. In addition, Article 1477 of the same Code provides that"The
ownership of the thing sold shall be transferred to the vendee upon actual or constructive
delivery thereof." While it may be conceded that there was no constructive delivery of the
land soldin the case at bar, as subject Deed of Sale is a private instrument, it is beyond
spouses delivered the possessionof the land in question to Jabil as early as March 27,1965
so that the latter constructed thereonSally's Beach Resort also known as Jabil's Beach Resort
in March, 1965; Mactan White Beach Resorton January 15, J 966 and Bevirlyn's Beach
Resort on September 1, 1965. Such facts were admittedby petitioner spouses.2. No.
The contract of sale being absolute in nature is governed by Article 1592 of the Civil Code.
It isundisputed that petitioners never notified private respondents Jabil by notarial act that
they wererescinding the contract, and neither did they file a suit in court to rescind the sale.
There is noshowing that Amistad was properly authorized by Jabil to make such
extra-judicial rescission for thelatter who, on the contrary, vigorously denied having sent
Amistad to tell petitioners that he wasalready waiving his rights to the land in question.
Under Article 1358 of the Civil Code, it is requiredthat acts and contracts which have for
their object extinguishment of real rights over immovableproperty must appear in a public
document.Petitioners laid considerable emphasis on the fact that private respondent Jabil
had no money onthe stipulated date of payment on September 15,1965 and was able to
raise the necessary amountonly by mid-October 1965. It has been ruled, however, that
where time is not of the essence of theagreement, a slight delay on the part of one party in
the performance of his obligation is not asufficient ground for the rescission of
the agreement. Considering that private respondent has only abalance of P4,OOO.00 and
was delayed in payment only for one month, equity and justice mandateas in the aforecited
case that Jabil be given an additional period within which to complete paymentof the
purchase price
TAN vs BENORILAO
ARTATES VS URBI
Heirs of Enrique Zambales vs. Court of Appeals & Nin Bay Mining Corp.
120 SCRA 897
February 1983
FACTS:
The spouses Enrique Zambales and Joaquina Zambales (the Zambaleses), who are illiterate,
were the homestead patentees of a parcel of land in the Municipality of Del Pilar, Roxas,
Palawan, pursuant to Homestead Patent No. V-59502 dated September 6, 1955. They
claimed in November 1956 that respondent Nin Bay Mining Corporation (Corporation) had
removed silica sand from their land and destroyed the plants and other improvements
thereon, to which said Corporation denied to have done so. On October 29, 1959, the
Zambaleses, duly assisted by their counsel, Atty. Perfecto de los Reyes, and the Corporation,
entered into a Compromise Agreement which state, among others, that the Zambaleses are
giving the Corporation full power and authority to sell, transfer and convey on September
10, 1960 or at any time thereafter the whole or any part of herein subject property.
On September 10, 1960, the Corporation sold the disputed property to Joaquin B. Preysler
for the sum of P8,923.70 fixed in the Compromise Agreement. On December 6, 1969, or ten
(10) years after the Trial Court's Decision based on the Compromise Agreement, and nine (9)
years after the sale to Preysler, the Zambaleses filed a civil action in the CFI of Palawan for
"Annulment of a Deed of Sale with Recovery of Possession and Ownership with Damages,
alleging that Atty. de los Reyes and the Corporation induced them through fraud, deceit and
manipulation to sign the Compromise Agreement.
The trial court declared null and void the deed of sale executed between Preysler and the
Corporation, but the Court of Appeals reversed the said decision after finding that the
alleged fraud or misrepresentation in the execution of the Compromise Agreement had not
been substantiated by evidence.
ISSUE:
Are the compromise agreement and the subsequent deed of sale valid and legal?
COURT RULING:
The Supreme Court sustained the finding of the appellate court that fraud and
misrepresentation did not vitiate petitioners' consent to the Agreement because the latter
were not as ignorant as they themselves tried to show. The Zambaleses were political
leaders who speak in the platform during political rallies, and the lawyers they have hired
belong to well-established law firms in Manila, which show that although they were
illiterate, they are still well-informed.
However, while the Compromise Agreement was held to be in violation of the Public Land
Act, which prohibits alienation and encumbrance of a homestead lot within five years from
the issuance of the patent. Although the issue was not raised in the Courts below, the
Supreme Court has the authority to review matters even if they are not assigned as errors in
the appeal, if it is found that their consideration is necessary in arriving at a just decision of
the case. The bilateral promise to sell between the Zambaleses and the Corporation, and
the subsequent deed of sale between Preysler and the latter were declared null and void.
QUIROGA vs. PARSONS HARDWARE CO.
38 Phil 501, G.R. No. L-11491, August 23, 1918
FACTS:
On January 24, 1911, herein plaintiff-appellant AndressQuiroga and J. Parsons, both
merchants, enteredinto a contract, for the exclusive sale of "Quiroga" Beds in the Visayan
Islands. It was agreed, amongothers, that Andres Quiroga grants the exclusive right to sell
his beds in the Visayan Islands to J.Parsons, subject to some conditions provided in the
contract. Likewise, it was agreed that. Incompensation for the expenses of advertisement
which, for the benefit of both contracting parties, Mr.Parsons may find himself obliged to
make, Mr.Quiroga assumes the obligation to offer and give thepreference to Mr. Parsons in
case anyone should apply for the exclusive agency for any island notcomprised with the
Visayan group; and that, Mr. Parsons may sell, or establish branches of his agency forthe
sale of "Quiroga" beds in all the towns of the Archipelago where there are no exclusive
agents, andshall immediately report such action to Mr. Quiroga for his approval.Plaintiff
filed a complaint, alleging that the defendant violated the following obligations: not to sell
thebeds at higher prices than those of the invoices; to have an open establishment in Iloilo;
itself to conductthe agency; to keep the beds on public exhibition, and to pay for the
advertisement expenses for thesame; and to order the beds by the dozen and in no other
manner. He alleged that the defendant washis agent for the sale of his beds in Iloilo, and
that said obligations are implied in a contract of commercial agency.
ISSUE:
Whether or not the defendant, by reason of the contract hereinbefore transcribed, was an
agent of theplaintiff for the sale of his beds.

HELD:
No. In order to classify a contract, due regard must be given to its essential clauses. In the
contract inquestion, there was the obligation on the part of the plaintiff to supply the beds,
and, on the part of thedefendant, to pay their price. These features exclude the legal
conception of an agency or order to sellwhereby the mandatory or agent received the thing
to sell it, and does not pay its price, but delivers tothe principal the price he obtains from
the sale of the thing to a third person, and if he does not succeedin selling it, he returns it.
By virtue of the contract between the plaintiff and the defendant, the latter, onreceiving the
beds, was necessarily obliged to pay their price within the term fixed, without any
otherconsideration and regardless as to whether he had or had not sold the beds.In respect
to the defendant's obligation to order by the dozen, the only one expressly imposed by
thecontract, the effect of its breach would only entitle the plaintiff to disregard the orders
which thedefendant might place under other conditions; but if the plaintiff consents to fill
them, he waives his rightand cannot complain for having acted thus at his own free will.
CONCRETE AGGREGATES VS CTA
Peoples Homesite & Housing Corp. v. Court of Appeals, Rizalino L. Mendoza, Adelaida R.
Mendoza
G.R. No. L-61623, December 25, 1984
Aquino, J.:
FACTS:
Plaintiff Peoples Homesite & Housing Corporation (PHHC) appealed from the ruling of the
Court Appeals reversing the decision of the trial court affirming the withdrawal of the award
of the plaintiff to respondent spouses of the subject lot.
The facts show that PHHC passed a resolution awarding Lot 4 of the consolidation
subdivision plan, containing 4,182.2 square meters at a price of twenty-one pesos per
square meter, however it is subject to the approval of the Quezon City Council and to the
approval of the OEC (PHHC) Valuation Committee and higher authorities.
The city council disapproved the proposed consolidated subdivision plan and another plan
was prepared and submitted to the city council for approval. This time, the council
approved the plan with Lot 4 having a reduced area of 2,608.7 square meters. Subsequently,
the PHHC board of directors recalled all the wards of lots to persons who failed to pay the
deposit or down payment. The Mendozas never paid the price of the lot nor paid the initial
deposit.
The Mendoza spouses asked for reconsideration of the withdrawal of the previous award to
them of Lot 4 and for the cancellation of the re-award of said lot to third parties.
ISSUE:
Was there a perfected contract of sale by the plaintiff with respondent spouses which
bounds the former to sell subject Lot 4?
HELD:
NO, there was no perfected sale of Lot 4. It was conditionally or contingently awarded to
the Mendozas subject to the approval by the city council of the proposed consolidation
subdivision plan and the approval of the award by the valuation committee and higher
authorities.
When the plan with the area of Lot 4 reduced to 2,608.7 square meters was approved, the
Mendozas should have manifested in writing their acceptance of the award for the purchase
of Lot 4 just to show that they were still interested in its purchase although the area was
reduced and to obviate any doubt on the matter.
Therefore, the PHCC board of directors acted within its rights in withdrawing the tentative
award.
Toyota Shaw vs CA
GR No. 116650 May 23, 1995
Facts:
Sosa wanted to purchase a Toyota Car. She met Bernardo, the sales representative of
Toyota. Sosa emphasized to the sales rep that she needed the car not later than 17 June
1989. They contracted an agreement on the delivery of the unit and that the balance of the
purchase price would be paid by credit financing. The following day, Sosa delivered the
downpayment and a Vehicle sales proposal was printed. On the day of delivery, Bernardo
called Sosa to inform him that the car could not be delivered. Toyota contends, on the other
hand, that the Lite Ace was not delivered to Sosa because of the disapproval by B.A. Finance
of the credit financing application of Sosa. Toyota then gave Sosa the option to purchase the
unit by paying the full purchase price in cash but Sosa refused. Sosa asked that his down
payment be refunded. Toyota did so on the very same day by issuing a Far East Bank check
for the full amount, which Sosa signed with the reservation, without prejudice to our
future claims for damages. Thereafter, Sosa sent two letters to Toyota. In the first letter,
she demanded the refund of the down payment plus interest from the time she paid it and
for damages. Toyota refused to the demands of Sosa.
Issue:
Whether or not there was a perfected contract of sale
Ruling:
What is clear from the agreement signed by Sosa and Gilbert is not a contract of sale. No
obligation on the part of Toyota to transfer ownership of the car to Sosa and no correlative
obligation on the part of Sosa to pay . The provision on the down payment of PIOO,OOO.OO
made no specific reference to a sale of a vehicle. If it was intended for a contract of sale, it
could only refer to a sale on installment basis, as the VSP executed the following day.
Nothing was mentioned about the full purchase price and the manner the installments were
to be paid. An agreement on the manner of payment of the price is an essential element in
the formation of a binding and enforceable contract of sale. This is so because the
agreement as to the manner of payment goes, into the price such that a disagreement on
the manner of payment is tantamount to a failure to agree on the price. Definiteness as to
the price is an essential element of a binding agreement to sell personal property.