FERNANDO T. MATE, petitioner, vs.
THE ISSUE
HONORABLE COURT OF APPEALS and INOCENCIO
TAN, respondents
G.R. No. 120724-25
May 21, 1998
Martinez, J.
FACTS
On October 6, 1986, Josefina R. Rey (Josefina) and
respondent Tan went to the residence of petitioner Mate,
to solicit his help to stave off Josefina and her family's
prosecution (by Tan) for violation of BP 22, on account
of the rubber checks that Josefina, her mother, sister
and brother issued to Tan amounting to P4,432,067.00.
She requested Mate to cede to Tan his three lots in
order to placate him. She explained that Mate was in no
danger of losing his properties as he will merely execute
a simulated document transferring them to Tan but they
will be redeemed by her with her own funds. She issued
to Mate 2 BPI checks, both postdated Dec. 15, 1986 -
one check for P1.4M for the selling price and one for
P420k corresponding to the interests for 6 months.
The Deed of Sale with Right to Repurchase over the
three lots was executed on the same day. The
conditions of the Deed are as follows:
1. The amount to be stated in the document is P1.4M
with interest thereon at 5% a month;
2. The properties will be repurchased within 6 months or
on or before April 4, 1987;
3. Although it would appear in the document that Mate is
the vendor, it is Josie who will provide the money for the
redemption of the properties with her own funds;
4. Titles to the properties will be delivered to private
respondent but the sale will not be registered in the
Register of Deeds and annotated on the titles.
On January 14, 1987, when Mate deposited the checks,
both checks were dishonored for having been drawn
against a closed account. He filed criminal cases against
Josefina for violation of BP Blg 22. After the criminal
cases were archived, he filed a civil action for Annulment
of Contract with Damages against Josefina and Tan.
On August 29, 1994, the RTC decided in favor of Tan,
upholding the validity of the Deed of Sale with Right to
Repurchase on the ground that the period to redeem has
expired and therefore, Tan's ownership of the properties
was consolidated by operation of law. CA affirmed.
Hence this petition for review. Mate's contention:
The Deed of Sale with Right to Repurchase is null and
void for lack of consideration because
1) no money changed hands when he signed it and the
checks that were issued for redemption of the properties
have been dishonored by the drawee bank for having
been drawn against a closed account; also,
2) the pacto de retro sale was subject to the condition
that in the event the checks were dishonored, then the
document shall be declared null and void for lack of
consideration.
Whether the Deed of Sale with Right to Repurchase is
valid.
RULING
Yes. There was a consideration. As decided by the RTC,
it is not only appellant’s kindness to Josefina, being his
wife's cousin, but also his receipt of P420,000.00 from
her (ostensibly as interest for 6 mos. but which was
apparently his fee for executing the pacto de retro
document and for allowing his titles to be in Tan's
possession for 6 months) which impelled him to execute
such contract. Further, while he did not receive the
P1.4M purchase price from Tan, he had a postdated
check of Josefina in that exact amount, precisely to
repurchase the two lots on or before the sixth month.
Josefina thus assumed the responsibility of paying the
repurchase price on behalf of Mate to Tan. Even if the
checks were dishonored, there was no basis for Mate to
file a complaint against Josie and Tan to annul the sale
on the ground of lack of consideration. The criminal
cases he filed against Josefina was a tacit admission
that there was a consideration of the pacto de retro sale.
Mate also gave occasion for the damage caused by
virtue of the deed of sale with right to repurchase which
he prepared and signed. Thus, there is the equitable
maxim that between two innocent parties, the one who
made it possible for the wrong to be done should be the
one to bear the resulting loss. Mate, a lawyer, should
have known that the transaction was fraught with risks
since Josefina and her family had a checkered history of
issuing worthless checks. Apparently, it was his greed
for a huge profit that impelled him to accede to the
scheme of Josefina even if he knew it was a dangerous
undertaking.
A contract is a contract. Once agreed upon, and
provided all the essential elements are present, it is valid
and binding between the parties. Mate has no one to
blame but himself for his misfortune.
CA DECISION AFFIRMED. THE PETITION FOR
REVIEW IS DENIED.