Toyota Shaw Inc. vs.

Court of Appeals, and Sosa

Toyota Shaw Inc. vs. Court of Appeals, and Sosa

244 SCRA 320
May 1995

FACTS:

Luna L. Sosa and his son, Gilbert, went to purchase a yellow Toyota Lite Ace from the Toyota office at Shaw Boulevard,
Pasig (petitioner Toyota) on June 14, 1989. They met Popong Bernardo who was a sales representative of said branch.
Sosa emphasized that he needed the car not later than June 17, 1989 because he, his family, and a balikbayan guest
would be using it on June 18 to go home to Marinduque where he will celebrate his birthday on June 19.

Bernardo assured Sosa that a unit would be ready for pick up on June 17 at 10:00 in the morning, and signed the
"Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc., a document which did not mention anything
about the full purchase price and the manner the installments were to be paid. Sosa and Gilbert delivered the down
payment of P100,000.00 on June 15, 1989 and Bernardo accomplished a printed Vehicle Sales Proposal (VSP) No. 928
which showed Sosas full name and home address, that payment is by "installment," to be financed by "B.A.," and that the
"BALANCE TO BE FINANCED" is "P274,137.00", but the spaces provided for "Delivery Terms" were not filled-up.

When June 17 came, however, petitioner Toyota did not deliver the Lite Ace. Hence, Sosa asked that his down payment
be refunded and petitioner Toyota issued also on June 17 a Far East Bank check for the full amount of P100,000.00, the
receipt of which was shown by a check voucher of Toyota, which Sosa signed with the reservation, "without prejudice to
our future claims for damages." Petitioner Toyota contended that the B.A. Finance disapproved Sosas the credit financing
application and further alleged that a particular unit had already been reserved and earmarked for Sosa but could not be
released due to the uncertainty of payment of the balance of the purchase price. Toyota then gave Sosa the option to
purchase the unit by paying the full purchase price in cash but Sosa refused.

The trial court found that there was a valid perfected contract of sale between Sosa and Toyota which bound the latter to
deliver the vehicle and that Toyota acted in bad faith in selling to another the unit already reserved for Sosa, and the Court
of Appeals affirmed the said decision.

ISSUE:

Was there a perfected contract of sale between respondent Sosa and petitioner Toyota?

COURT RULING:

The court ruled that the Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc., was not a perfected
contract of sale, but merely an agreement between Mr. Sosa and Bernardo as private individuals and not between Mr.
Sosa and Toyota as parties to a contract. Moreover, the said agreement shows the absence of a meeting of minds
between Toyota and Sosa. For one thing, Sosa did not even sign it. This Court had already ruled that a definite
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.

There was no indication in the said document of any obligation on the part of Toyota to transfer ownership of a
determinate thing to Sosa and neither was there a correlative obligation on the part of the latter to pay therefor a price
certain. The provision on the downpayment of P100,000.00 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 VSP No.928 executed on June 15,
1989 confirmed. The VSP also created no demandable right in favor of Sosa for the delivery of the vehicle to him, and its
non-delivery did not cause any legally indemnifiable injury.
THE ESTATE OF PEDRO C. GONZALES AND HEIRS OF PEDRO C. GONZALES, PETITIONERS, VS. THE HEIRS OF
MARCOS PEREZ, RESPONDENTS.

Facts: The former Municipality of Marikina in the Province of Rizal (now City of Marikina, Metro Manila) used to own a
parcel of land located in Barrio Concepcion of the said municipality covered by Original Certificate of Title (OCT) No.
629[3] of the Register of Deeds of Rizal. The said property was subdivided into three (3) lots, namely, lots A, B and C, per
subdivision plan (LRC) Psd-4571.

On January 14, 1966, the Municipal Council of Marikina passed Resolution No. 9, series of 1966 which authorized the
sale through public bidding of Municipal Lots A and C.

On April 25, 1966, a public bidding was conducted wherein Pedro Gonzales was the highest bidder. Two days thereafter,
or on April 27, 1966, the Municipal Council of Marikina issued Resolution No. 75 accepting the bid of Pedro. Thereafter, a
deed of sale was executed in favor of the latter which was later forwarded to the Provincial Governor of Rizal for his
approval. The Governor, however, did not act upon the said deed.

Sometime in September 1966, Pedro sold to Marcos Perez a portion of Lot C, denominated as Lot C-3, which contains an
area of 375 square meters. The contract of sale was embodied in a Deed of Sale[5] which, however, was not notarized.
To segregate the subject property from the remaining portions of Lot C, Marcos had the same surveyed wherein a
technical description of the subject lot was prepared by a surveyor. Subsequently, Pedro and Marcos died.

On February 1992 The Municipality of Marikina, executed a Deed of Absolute Transfer of Real Property over Lots A and C
in favor of the Estate of Pedro Gonzales.

Herein respondents send a demand letter to petitioners asking for reconveyance of the subject property However the
petitioners refused to do so.

ISSUE: Whether or not there is a perfected contract of Sale between Pedro and Marcos.

HELD: The court ruled that there is a perfected contract of Sale. Under the new civil code, the ownership of the thing sold
is acquired by the vendee from the moment it is delivereed to him in any of the ways specified in Articles 1497 to 1501 or
any manner signifying an agreement that the possession is transferred from vendor to vendee. In connection with the said
article the thing sold shall be understood as delivered when it is placed in the control and possession of the vendee.

In the present case, there is no dispute that Pedro took control and possession of the said lot immediately after his bid was
accepted by the Municipal Government of Marikina. In fact, herein petitioners, in their Answer with Compulsory Counterclaim
admit that both Pedro and Marcos, together with their respective heirs, were already occupying the subject property even
before the same was sold to Pedro and that, after buying the same, Pedro allowed Marcos and his family to stay
thereon.[21] This only shows that upon perfection of the contract of sale between the Municipality of Marikina and Pedro,
the latter acquired ownership of the subject property by means of delivery of the same to him. Pedro already acquired
ownership of the subject property as early as 1966 when the same was delivered to him by the Municipality of Marikina,
and the execution of the Deed of Absolute Transfer of Real Property as well as the consequent issuance of TCT No. 223316
are simply a confirmation of such ownership.