Lawyerly

GR No. 182886

2015-03-09

SPS. SALVADOR P. NORBERTE v. SPS. FELICISIMO G. MEJIA AND ELVIRA C. MEJIA AND THEIR HEIRS

PERALTA, J.

The Court sustains the finding that the MeTC had no jurisdiction over the case. The ownership of the subject property passed to the Spouses Norberte by constructive delivery upon the execution of the March 28, 1988 contract of conditional sale between them and the Legaspis. Although denominated as conditional, a deed of sale is absolute in nature in the absence of any stipulation reserving title to the seller until full payment of the purchase price. In such case, ownership of the thing sold passes to the buyer upon actual or constructive delivery.[7] In a contract of sale, the title to the property passes to the buyer upon the delivery of the thing sold. In a contract to sell, on the other hand, the ownership is, by agreement, retained by the vendor and is not to pass to the vendee until full payment of the purchase price.[8] Here, there was already a perfected contract. The condition imposed was only on the performance of the obligations of the parties.[9] As admitted by the Spouses Norberte themselves, there is nothing in the Deed of Conditional Sale which expressly provides for the retention of title or ownership of the property by the sellers until full payment of the purchase price.[10] There is clearly no express reservation of title made by the Legaspis over the property, or any provision which would impose payment of the price as a condition for the contract's entering into force.[11] The absence of such stipulation indicates that what the parties have actually contemplated was a contract of absolute sale.[12]

GR NO. 165881

2006-04-19

OSCAR VILLAMARIA v. VS.CA

CALLEJO, SR., J.

Ang mga nasasaad sa KASUNDUAN ito ay buong galang at puso kong sinasang-ayunan at buong sikap na pangangalagaan ng TAUHAN NG IKALAWANG PANIG ang nasabing sasakyan at gagamitin lamang ito sa paghahanapbuhay at wala nang iba pa.[51] The parties expressly agreed that petitioner, as vendor, and respondent, as vendee, entered into a contract to sell the jeepney on a daily installment basis of P550.00 payable in four years and that petitioner would thereafter become its owner. A contract is one of conditional sale, oftentimes referred to as contract to sell, if the ownership or title over the property sold is retained by the vendor, and is not passed to the vendee unless and until there is full payment of the purchase price and/or upon faithful compliance with the other terms and conditions that may lawfully be stipulated.[52] Such payment or satisfaction of other preconditions, as the case may be, is a positive suspensive condition, the failure of which is not a breach of contract, casual or serious, but simply an event that would prevent the obligation of the vendor to convey title from acquiring binding force.[53] Stated differently, the efficacy or obligatory force of the vendor's obligation to transfer title is subordinated to the happening of a future and uncertain event so that if the suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed.[54] The vendor may extrajudicially terminate the operation of the contract, refuse conveyance, and retain the sums or installments already received, where such rights are expressly provided for.[55]

GR No. 159212

2005-09-12

NAVOTAS INDUSTRIAL CORPORATION v. CRUZ

CALLEJO, SR., J.

It must be stressed that an option contract is a contract granting a privilege to buy or sell within an agreed time and at a determined price. Such a contract is a separate and distinct contract from the time the parties may enter into upon the construction of the option.[55] In Carceller v. Court of Appeals,[56] the Court held that an option contract is a preparatory contract in which one party grants to the other, for a fixed period and under specified conditions, the power to decide, whether or not to enter into a principal contract. The Court further stated that:... It binds the party who has given the option, not to enter into the principal contract with any other person during the period designated, and, within that period, to enter into such contract with the one to whom the option was granted, if the latter should decide to use the option. It is a separate agreement distinct from the contract which the parties may enter into upon the consummation of the option.[57]

GR No. 128120

2004-10-20

SWEDISH MATCH v. CA

TINGA, J,

Specifically, in the case of a contract of sale, required is the concurrence of three elements, to wit: (a) consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price; (b) determinate subject matter, and (c) price certain in money or its equivalent.[35] Such contract is born from the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.[36]

GR No. 155043

2004-09-30

ARTURO R. ABALOS v. DR. GALICANO S. MACATANGAY

TINGA, J.

Until the contract is perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation.[4] In a contract of sale, the seller must consent to transfer ownership in exchange for the price, the subject matter must be determinate, and the price must be certain in money or its equivalent.[5] Being essentially consensual, a contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price.[6] However, ownership of the thing sold shall not be transferred to the vendee until actual or constructive delivery of the property.[7]

GR No. 156627

2004-06-04

SPS. MANUEL AND JOCELYN BARREDO v. SPS. EUSTAQUIO AND EMILDA LEAÑO

PUNO, J.

Thus, as adverted to in Song Fo & Co. v. Hawaiian Philippine Co.,[15] we ruled that a delay in the payment for a small quantity of molasses for some twenty (20) days is not such a violation of an essential condition of the contract that warrants rescission due to non-performance. In Philippine Amusement Enterprise, Inc. v. Natividad,[16] we declined rescission for "the occasional failure of the phonograph to operate, not frequent enough to render it unsuitable and unserviceable." In Laforteza v. Machuca,[17] we said that the delay of one month in payment was a mere casual breach that would not entitle the respondents to rescind the contract. In Ang v. Court of Appeals,[18] we held that the failure to remove and clear the subject property of all occupants and obstructions and deliver all the pertinent papers to the vendees for the registration and issuance of a certificate of title in their name were not essential conditions but merely incidental undertakings which will not permit rescission. In Power Commercial and Industrial Corp. v. Court of Appeals,[19] we went a step further and considered the failure of the vendor to eject the occupants of a lot sold as a "usual warranty against eviction," and not a condition that was not met, and thus, rescission was not allowed. And, in Del Castillo v. Nanguiat,[20] we ruled that the failure to pay in full the purchase price stipulated in a deed of sale does not ipso facto grant the seller the right to rescind the agreement. In all these cases, we were consistent in holding that rescission of a contract will not be permitted for a slight or casual breach, but only such substantial and fundamental breach as would defeat the very object of the parties in making the agreement.

GR No. 136773

2003-06-25

MILAGROS MANONGSONG v. FELOMENA JUMAQUIO ESTIMO

CARPIO, J.

Under Article 1458 of the Civil Code, the elements of a valid contract of sale are: (1) consent or meeting of the minds; (2) determinate subject matter and (3) price certain in money or its equivalent.[31] The presence of these elements is apparent on the face of the Kasulatan itself. The Property was sold in 1957 for P250.00.[32]

GR No. 118749

2003-04-25

SPS. LORENZO G. FRANCISCO AND LORENZA D. FRANCISCO v. CA

CARPIO, J.

On the fourth assigned error, we find no reversible error in the ruling of the trial and appellate courts that respondent's non-submission of the monthly report was merely a slight infraction of the Contract. Respondent's failure to submit the monthly report cannot serve as sufficient basis for the cancellation of the Contract. The cancellation of a contract will not be permitted for a slight or casual breach. Only a substantial and fundamental breach, which defeats the very object of the parties in making the contract, will justify a cancellation.[32] In the instant case, the development work continued for more than two years despite the lack of a monthly report.

GR No. 119679

2001-05-18

SPS. ALFREDO AND SUSANA BUOT v. CA

DE LEON, JR., J.

We disagree. An examination of said Memorandum of Agreement shows that it is neither a contract of sale nor an option to purchase, but it is a contract to sell. An option is a contract granting a privilege to buy or sell at a determined price within an agreed time,[46] the specific length or duration of which is not present in the Memorandum of Agreement. In a contract to sell, the title over the subject property is transferred to the vendee only upon the full payment of the stipulated consideration.[47] Unlike in a contract of sale, the title in a contract to sell does not pass to the vendee upon the execution of the agreement or the Delivery of the thing sold.[48] The Memorandum of Agreement reads in part:

GR No. 137557

2000-10-30

DEVELOPMENT BANK OF PHILIPPINES v. CA AND SPS. NILO AND ESPERANZA DE LA PEÑA

MENDOZA, J.

incumbent upon him. The injured party may choose between the fulfillment and the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible. . . ." Rescission of a contract will not be permitted for a slight or casual breach, but only such substantial and fundamental breach as would defeat the very object of the parties in making the agreement.[41] Private respondents made regular payments to petitioner DBP. Their fault consisted only of their failure to pay the installments on the dates stipulated in the contract, for which they were charged additional interests and penalty charges. In the second place, private respondents stopped their payments to the DBP only after they had paid P289,600.00 because of their belief that they had already complied with their obligation to petitioner. Lastly, notwithstanding private respondents' delay in paying the amortizations, petitioner DBP unqualifiedly accepted the payments made by them. Hence, petitioner lost its right to rescind the sale on the basis of such late payments. In an analogous case, we held: In the instant case, the sellers gave the buyers until May 1979 to pay the balance of the purchase price. After the latter failed to pay installments due, the former made no judicial demand for rescission of the contract nor did they execute any notarial act demanding the

	GR No. 182886 2015-03-09	SPS. SALVADOR P. NORBERTE v. SPS. FELICISIMO G. MEJIA AND ELVIRA C. MEJIA AND THEIR HEIRS PERALTA, J.
The Court sustains the finding that the MeTC had no jurisdiction over the case. The ownership of the subject property passed to the Spouses Norberte by constructive delivery upon the execution of the March 28, 1988 contract of conditional sale between them and the Legaspis. Although denominated as conditional, a deed of sale is absolute in nature in the absence of any stipulation reserving title to the seller until full payment of the purchase price. In such case, ownership of the thing sold passes to the buyer upon actual or constructive delivery.[7] In a contract of sale, the title to the property passes to the buyer upon the delivery of the thing sold. In a contract to sell, on the other hand, the ownership is, by agreement, retained by the vendor and is not to pass to the vendee until full payment of the purchase price.[8] Here, there was already a perfected contract. The condition imposed was only on the performance of the obligations of the parties.[9] As admitted by the Spouses Norberte themselves, there is nothing in the Deed of Conditional Sale which expressly provides for the retention of title or ownership of the property by the sellers until full payment of the purchase price.[10] There is clearly no express reservation of title made by the Legaspis over the property, or any provision which would impose payment of the price as a condition for the contract's entering into force.[11] The absence of such stipulation indicates that what the parties have actually contemplated was a contract of absolute sale.[12]
	GR NO. 165881 2006-04-19	OSCAR VILLAMARIA v. VS.CA CALLEJO, SR., J.
Ang mga nasasaad sa KASUNDUAN ito ay buong galang at puso kong sinasang-ayunan at buong sikap na pangangalagaan ng TAUHAN NG IKALAWANG PANIG ang nasabing sasakyan at gagamitin lamang ito sa paghahanapbuhay at wala nang iba pa.[51] The parties expressly agreed that petitioner, as vendor, and respondent, as vendee, entered into a contract to sell the jeepney on a daily installment basis of P550.00 payable in four years and that petitioner would thereafter become its owner. A contract is one of conditional sale, oftentimes referred to as contract to sell, if the ownership or title over the property sold is retained by the vendor, and is not passed to the vendee unless and until there is full payment of the purchase price and/or upon faithful compliance with the other terms and conditions that may lawfully be stipulated.[52] Such payment or satisfaction of other preconditions, as the case may be, is a positive suspensive condition, the failure of which is not a breach of contract, casual or serious, but simply an event that would prevent the obligation of the vendor to convey title from acquiring binding force.[53] Stated differently, the efficacy or obligatory force of the vendor's obligation to transfer title is subordinated to the happening of a future and uncertain event so that if the suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed.[54] The vendor may extrajudicially terminate the operation of the contract, refuse conveyance, and retain the sums or installments already received, where such rights are expressly provided for.[55]
	GR No. 159212 2005-09-12	NAVOTAS INDUSTRIAL CORPORATION v. CRUZ CALLEJO, SR., J.
It must be stressed that an option contract is a contract granting a privilege to buy or sell within an agreed time and at a determined price. Such a contract is a separate and distinct contract from the time the parties may enter into upon the construction of the option.[55] In Carceller v. Court of Appeals,[56] the Court held that an option contract is a preparatory contract in which one party grants to the other, for a fixed period and under specified conditions, the power to decide, whether or not to enter into a principal contract. The Court further stated that:... It binds the party who has given the option, not to enter into the principal contract with any other person during the period designated, and, within that period, to enter into such contract with the one to whom the option was granted, if the latter should decide to use the option. It is a separate agreement distinct from the contract which the parties may enter into upon the consummation of the option.[57]
	GR No. 128120 2004-10-20	SWEDISH MATCH v. CA TINGA, J,
Specifically, in the case of a contract of sale, required is the concurrence of three elements, to wit: (a) consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price; (b) determinate subject matter, and (c) price certain in money or its equivalent.[35] Such contract is born from the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.[36]
	GR No. 155043 2004-09-30	ARTURO R. ABALOS v. DR. GALICANO S. MACATANGAY TINGA, J.
Until the contract is perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation.[4] In a contract of sale, the seller must consent to transfer ownership in exchange for the price, the subject matter must be determinate, and the price must be certain in money or its equivalent.[5] Being essentially consensual, a contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price.[6] However, ownership of the thing sold shall not be transferred to the vendee until actual or constructive delivery of the property.[7]
	GR No. 156627 2004-06-04	SPS. MANUEL AND JOCELYN BARREDO v. SPS. EUSTAQUIO AND EMILDA LEAÑO PUNO, J.
Thus, as adverted to in Song Fo & Co. v. Hawaiian Philippine Co.,[15] we ruled that a delay in the payment for a small quantity of molasses for some twenty (20) days is not such a violation of an essential condition of the contract that warrants rescission due to non-performance. In Philippine Amusement Enterprise, Inc. v. Natividad,[16] we declined rescission for "the occasional failure of the phonograph to operate, not frequent enough to render it unsuitable and unserviceable." In Laforteza v. Machuca,[17] we said that the delay of one month in payment was a mere casual breach that would not entitle the respondents to rescind the contract. In Ang v. Court of Appeals,[18] we held that the failure to remove and clear the subject property of all occupants and obstructions and deliver all the pertinent papers to the vendees for the registration and issuance of a certificate of title in their name were not essential conditions but merely incidental undertakings which will not permit rescission. In Power Commercial and Industrial Corp. v. Court of Appeals,[19] we went a step further and considered the failure of the vendor to eject the occupants of a lot sold as a "usual warranty against eviction," and not a condition that was not met, and thus, rescission was not allowed. And, in Del Castillo v. Nanguiat,[20] we ruled that the failure to pay in full the purchase price stipulated in a deed of sale does not ipso facto grant the seller the right to rescind the agreement. In all these cases, we were consistent in holding that rescission of a contract will not be permitted for a slight or casual breach, but only such substantial and fundamental breach as would defeat the very object of the parties in making the agreement.
	GR No. 136773 2003-06-25	MILAGROS MANONGSONG v. FELOMENA JUMAQUIO ESTIMO CARPIO, J.
Under Article 1458 of the Civil Code, the elements of a valid contract of sale are: (1) consent or meeting of the minds; (2) determinate subject matter and (3) price certain in money or its equivalent.[31] The presence of these elements is apparent on the face of the Kasulatan itself. The Property was sold in 1957 for P250.00.[32]
	GR No. 118749 2003-04-25	SPS. LORENZO G. FRANCISCO AND LORENZA D. FRANCISCO v. CA CARPIO, J.
On the fourth assigned error, we find no reversible error in the ruling of the trial and appellate courts that respondent's non-submission of the monthly report was merely a slight infraction of the Contract. Respondent's failure to submit the monthly report cannot serve as sufficient basis for the cancellation of the Contract. The cancellation of a contract will not be permitted for a slight or casual breach. Only a substantial and fundamental breach, which defeats the very object of the parties in making the contract, will justify a cancellation.[32] In the instant case, the development work continued for more than two years despite the lack of a monthly report.
	GR No. 119679 2001-05-18	SPS. ALFREDO AND SUSANA BUOT v. CA DE LEON, JR., J.
We disagree. An examination of said Memorandum of Agreement shows that it is neither a contract of sale nor an option to purchase, but it is a contract to sell. An option is a contract granting a privilege to buy or sell at a determined price within an agreed time,[46] the specific length or duration of which is not present in the Memorandum of Agreement. In a contract to sell, the title over the subject property is transferred to the vendee only upon the full payment of the stipulated consideration.[47] Unlike in a contract of sale, the title in a contract to sell does not pass to the vendee upon the execution of the agreement or the Delivery of the thing sold.[48] The Memorandum of Agreement reads in part:
	GR No. 137557 2000-10-30	DEVELOPMENT BANK OF PHILIPPINES v. CA AND SPS. NILO AND ESPERANZA DE LA PEÑA MENDOZA, J.
incumbent upon him. The injured party may choose between the fulfillment and the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible. . . ." Rescission of a contract will not be permitted for a slight or casual breach, but only such substantial and fundamental breach as would defeat the very object of the parties in making the agreement.[41] Private respondents made regular payments to petitioner DBP. Their fault consisted only of their failure to pay the installments on the dates stipulated in the contract, for which they were charged additional interests and penalty charges. In the second place, private respondents stopped their payments to the DBP only after they had paid P289,600.00 because of their belief that they had already complied with their obligation to petitioner. Lastly, notwithstanding private respondents' delay in paying the amortizations, petitioner DBP unqualifiedly accepted the payments made by them. Hence, petitioner lost its right to rescind the sale on the basis of such late payments. In an analogous case, we held: In the instant case, the sellers gave the buyers until May 1979 to pay the balance of the purchase price. After the latter failed to pay installments due, the former made no judicial demand for rescission of the contract nor did they execute any notarial act demanding the

ROBERTO Z. LAFORTEZA v. ALONZO MACHUCA