Dignos vs CA & Jabil

Facts: The Dignos spouses are the owners of a parcel of land. They sold said land to Jabil for 28,000
payable in 2 installments and with an assumption of indebtedness with the First Insular Bank of Cebu
(12,000) with the 2nd installment of 4000 to be paid on Sept 1965.
When Jabil failed to pay the 2nd installment, the Dignos spouses sold the same land to the Cabigas
citizens on November 1965 for 35,000.
Dignos spouses then refused to accept the balance of the purchase price of the land.

Issue: W/N contract between them is a contract of sale or contract to sell?

Held: A Deed of Conditional Sale is absolute in nature if there is no stipulation regarding reservation of
title and unilateral rescission. Furthermore, all elements of a valid contract of sale (consent, determinate
subject matter, price certain) are present.
Ownership passes upon constructive or actual delivery. in the case at hand, there was actual delivery of
possession through the construction of the Jabils of a resort in the said lot.
Regarding the said delay in the payment, it was held that such a slight delay is not sufficient ground for
rescission.
The sale to the Cabigas spouses was declared null and void.

Artates vs Urbi (GR No. L-2942I )
FACTS: A homestead patent was issued to appellants Lino Artates and Manuela Pojas on September 23,
1952. It was sold at a public auction to Marcela Soliven by the Provincial Sheriff of Cagayan to satisfy a
judgment against Lino Artates by the Justice of the Peace of Calanlugan, Cagayan for physical inj uries
inflicted by him upon Daniel Urbi on October 21, 1955. The appellants Artates and Pojas alleged that the
sale violated the provision of Public Land Law exempting said property from execution for any debt
contracted within 5 years from date of the issuance of the patent.

Appellants prayed that the execution sale of the land to the defendant Urbi, as well as the deed of sale
executed by the latter in favor of the defendant Soliven be declared null and void.

ISSUE: Whether or not the purchaser Marcela Soliven has acquired an absolute ownership or title in fee
over the land.

HELD: No. The execution sale being null and void, the possession of the land should be returned to the
owners, the herein appellants. There would even no need to order appellee Urbi to execute a deed of
reconveyance thereof to the owners. It appears that what was issued here to the judgment creditor or
purchaser was only the sheriffs provisional certificate, under which he derived no definite title or right
until the period made, or issuance of a final deed or certificate of sale. In other words, the purchaser
herein has not acquired an absolute ownership or title in fee over the land that would necessitate a
deed of reconveyance to revert ownership to appellant spouses.

Viloria vs Continental Airlines
In 1997, while the spouses Viloria were in the United States, they approached Holiday Travel, a travel
agency working for Continental Airlines, to purchase tickets from Newark to San Diego. The travel agent,
Margaret Mager, advised the couple that they cannot travel by train because it is fully booked; that they
must purchase plane tickets for Continental Airlines; that if they wont purchase plane tickets; theyll
never reach their destination in time. The couple believed Magers representations and so they
purchased two plane tickets worth $800.00.
Later however, the spouses found out that the train trip isnt fully booked and so they purchased train
tickets and went to their destination by train instead. Then they called up Mager to request for a refund
for the plane tickets. Mager referred the couple to Continental Airlines. As the couple are now in the
Philippines, they filed their request with Continental Airlines office in Ayala. The spouses Viloria alleged
that Mager misled them into believing that the only way to travel was by plane and so they were fooled
into buying expensive tickets.
Continental Airlines refused to refund the amount of the ticket and so the spouses sued the airline
company. In its defense, Continental Airlines claimed that the ticket sold to them by Mager is non-
refundable; that, if any, they are not bound by the misrepresentations of Mager because theres no
agency existing between Continental Airlines and Mager.
The trial court ruled in favor of spouses Viloria but the Court of Appeals reversed the ruling of the RTC.

ISSUE: Whether or not a contract of agency exists between Continental Airlines and Mager.

HELD: Yes. All the elements of agency are present, to wit:

1. there is consent, express or implied of the parties to establish the relationship;
2. the object is the execution of a juridical act in relation to a third person;
3. the agent acts as a representative and not for himself, and
4. the agent acts within the scope of his authority.

The first and second elements are present as Continental Airlines does not deny that it concluded an
agreement with Holiday Travel to which Mager is part of, whereby Holiday Travel would enter into
contracts of carriage with third persons on the airlines behalf. The third element is also present as it is
undisputed that Holiday Travel merely acted in a representative capacity and it is Continental Airlines
and not Holiday Travel who is bound by the contracts of carriage entered into by Holiday Travel on its
behalf. The fourth element is also present considering that Continental Airlines has not made any
allegation that Holiday Travel exceeded the authority that was granted to it.
Continental Airlines also never questioned the validity of the transaction between Mager and the
spouses. Continental Airlines is therefore in estoppels. Continental Airlines cannot be allowed to take an
altogether different position and deny that Holiday Travel is its agent without condoning or giving
imprimatur to whatever damage or prejudice that may result from such denial or retraction to Spouses
Viloria, who relied on good faith on Continental Airlines acts in recognition of Holiday Travels authority.
Estoppel is primarily based on the doctrine of good faith and the avoidance of harm that will befall an
innocent party due to its injurious reliance, the failure to apply it in this case would result in gross
travesty of justice.

Concrete Aggregates vs. CTA and CIR
185 SCRA 416
May 1990

FACTS:

Petitioner, a domestic corporation duly existing under the laws of the Philippines, has an aggregate plant
at Montalban, Rizal which processes rock aggregates mined by it from private lands, and maintains and
operates a plant at Longos, Quezon City for the production of ready-mixed concrete and plant-mixed hot
asphalt. Sometime in 1968, the agents of respondent Commission on Internal Revenue (CIR) conducted
an investigation of petitioner's tax liabilities, and assessed and demanded payment from petitioner the
amount of P244,002.76 as sales and ad valorem taxes for the first semester of 1968, inclusive of
surcharges.

Instead of paying, the petitioner appealed to respondent CTA. The said Court concluded that petitioner
is a manufacturer subject to the 7% sales tax under the Section Section 186 of the 1968 National Internal
Revenue Code, and ordered it to pay what the respondent CIR demands, plus interest at the rate of 14%
per centum from January 1, 1973 up to the date of full payment thereof pursuant to Section 183 (now
193) of the same Code. Petitioner contends, however, that it is a contractor within the meaning of
Section 191 under the same Code, that its business falls under "other construction work contractors" or
"other independent contractors", and that it produced asphalt and concrete mix only upon previous
orders.

ISSUE:

Is the petitioner a contractor subject to the 3% contractor's tax under Section 191 or a manufacturer
subject to the 7% sales tax under Section 186?

COURT RULING:

The Supreme Court affirmed respondent CTAs decision and declared that petitioner is a manufacturer
as defined by Section 194(x), now Section 187(x), of the Tax Code. It reiterated the respondent CTAs
finding that petitioner was formed and organized primarily as a manufacturer; that it has an aggregate
plant at Montalban, Rizal, which processes rock aggregates mined by it from private lands; it operates a
concrete batching plant at Longos, Quezon City where the specified aggregates from its plant at
Montalban are mixed with sand and cement, after which water is added and the concrete mixture is
sold and delivered to customers; and at its plant site at Longos, Quezon City, petitioner has also an
asphalt mixing machinery where bituminous asphalt mix is manufactured.

COMMISSIONER OF INTERNAL REVENUE vs. COURT OF APPEALS

Facts: ADMU Institute of Philippine Culture is engaged in social science studies of Philippine society
and culture. Occasionally, it accepts sponsorships for its research activities from international
organizations, private foundations and government agencies.

On July 1983, CIR sent a demand letter assessing the sum of P174,043.97 for alleged deficiency
contractors tax. Accdg to CIR, ADMU falls under the purview of independent contractor pursuant to Sec
205 of Tax Code and is also subject to 3% contractors tax under Sec 205 of the same code. (Independent
Contractor means any person whose activity consists essentially of the sale of all kinds of services for a
fee regardless of whether or not the performance of the service calls for the exercise or use of the
physical or mental faculties of such contractors or their employees.)

Issue: 1) WON ADMU is an independent contractor hence liable for tax? NO.
2) WON the acceptance of research projects by the IPC of ADMU a contract of sale or a contract
for a piece of work? NEITHER.

Held: 1)Hence, to impose the three percent contractors tax on Ateneos Institute of Philippine
Culture, it should be sufficiently proven that the private respondent is indeed selling its services for a fee
in pursuit of an independent business.

2) Records do not show that Ateneos IPC in fact contracted to sell its research services for a fee.
In the first place, the petitioner has presented no evidence to prove its bare contention that, indeed,
contracts for sale of services were ever entered into by the private respondent. Funds received by the
Ateneo de Manila University are technically not a fee. They may however fall as gifts or donations which
are tax-exempt. Another fact that supports this contention is that for about 30 years, IPC had
continuously operated at a loss, which means that sponsored funds are less than actual expenses for its
research projects.

In fact, private respondent is mandated by law to undertake research activities to maintain its university
status. In fact, the research activities being carried out by the IPC is focused not on business or profit but
on social sciences studies of Philippine society and culture. Since it can only finance a limited number of
IPCs research projects, private respondent occasionally accepts sponsorship for unfunded IPC research
projects from international organizations, private foundations and governmental agencies. However,
such sponsorships are subject to private respondents terms and conditions, among which are, that the
research is confined to topics consistent with the private respondents academic agenda; that no
proprietary or commercial purpose research is done; and that private respondent retains not only the
absolute right to publish but also the ownership of the results of the research conducted by the IPC.

SALE vs. CONTRACT FOR PIECE OF WORK

By the contract of sale, one of the contracting parties obligates himself to transfer the ownership of and
to deliver a determinate thing, and the other to pay therefore a price certain in money or its equivalent.
By its very nature, a contract of sale requires a transfer of ownership. In the case of a contract for a
piece of work, the contractor binds himself to execute a piece of work for the employer, in consideration
of a certain price or compensation. If the contractor agrees to produce the work from materials
furnished by him, he shall deliver the thing produced to the employer and transfer dominion over the
thing. Whether the contract be one of sale or one for a piece of work, a transfer of ownership is involved
and a party necessarily walks away with an object. In this case, there was no sale either of objects or
services because there was no transfer of ownership over the research data obtained or the results of
research projects undertaken by the Institute of Philippine Culture.

Toyota Shaw vs CA

FACTS:

Private respondent Luna L. Sosa wanted to purchase a Toyota Lite Ace. With his his son, Gilbert, he went
to the Toyota office at Shaw Boulevard, Pasig and met Popong Bernardo, a sales representative of
Toyota. Sosa emphasized to Bernardo that he needed the Lite Ace not later than 17 June 1989. Bernardo
assured him that a unit would be ready for pick up at 10:00 a.m. on that date. They contracted an
agreement on the delivery of the unit and that the balance of the purchase price would be paid by credit
financing through B.A. Finance. The next day, Sosa and Gilbert delivered the downpayment and met
Bernardo who then accomplished a printed Vehicle Sales Proposal (VSP) in which the amount was filled-
up but the spaces provided for Delivery Terms were not filled-up. However, on 17 June 1989, at 9:30
am, Bernardo called Gilbert to inform him that the car could not be delivered because nasulot ang unit
ng ibang malakas.

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, he demanded the refund of the down
payment plus interest from the time he paid it. The second, he demanded one million pesos
representing interest and damages, both with a warning that legal action would be taken if payment not
paid. Toyotas refused to accede to the demands of Sosa. The latter filed with RTC a complaint against
Toyota for damages under Articles 19 and 21 of the Civil Code. In its answer to the complaint, Toyota
alleged that no sale was entered into between it and Sosa, that Bernardo had no authority to sign for
and in its behalf. It alleged that the VSP did not state the date of delivery.

ISSUE:
Whether or not there was a perfected contract of sale.

HELD:
There was no perfected contract of sale.

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 a determinate thing to Sosa and no correlative obligation on
the part of the latter to pay therefore a price certain appears therein. 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
con finned. Nothing was mentioned about the full purchase price and the manner the installments were
to be paid. 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.

Limketkai Sons Milling vs. CA [G.R. No. 118509. December 1, 1995]

Facts: On June 23, 1988, Pedro Revilla, Jr., a licensed real estate broker was given formal authority by
BPI to sell the lot for P1,000.00 per square meter. The owners of the Philippine Remnants concurred this
arrangement. Broker Revilla contacted Alfonso Lim of petitioner company who agreed to buy the land.
On July 9, 1988, Revilla formally informed BPI that he had procured a buyer, herein petitioner. On July
11, 1988, petitioner's officials, Alfonso Lim and Albino Limketkai, went to BPI to confirm the sale. Vice-
President Merlin Albano and Asst. Vice-President Aromin entertained them. The parties agreed that the
lot would be sold at P1,000.00 per square meter to be paid in cash. The authority to sell was on a first
come, first served and non-exclusive basis; there is no dispute over petitioner's being the first comer
and the buyer to be first served. Alfonso Lim then asked if it was possible to pay on terms. The bank
officials stated that there was no harm in trying to ask for payment on terms because in previous
transactions, the same had been allowed. It was the understanding, however, that should the term
payment be disapproved, then the price shall be paid in cash. Two or three days later, petitioner learned
that its offer to pay on terms had been frozen. Alfonso Lim went to BPI on July 18, 1988 and tendered
the full payment of P33,056,000.00 to Albano. The payment was refused because Albano stated that the
authority to sell that particular piece of property in Pasig had been withdrawn from his unit. The same
check was tendered to BPI Vice-President Nelson Bona who also refused to receive payment. An action
for specific performance with damages was thereupon filed on August 25, 1988 by petitioner against
BPI. In the course of the trial, BPI informed the trial court that it had sold the property under litigation to
NBS on July 14, 1989.

Issue: Whether or not such contract is covered by the statute of frauds.

Held: In the case at bench, the allegation that there was no concurrence of the offer and the acceptance
upon the cause of the contract is belied by the testimony of the very BPI official with whom the contract
was perfected. Aromin and Albano concluded the sale for BPI. The fact that the deed of sale still had to
be signed and notarized does not mean that no contract had already been perfected. A sale of land is
valid regardless of the form it may have been entered into. The requisite form under Article 1458 of the
Civil Code is merely for greater efficacy or convenience and the failure to comply does not affect the
validity and binding effect of the act between parties. Therefore, such contract that was made
constituted fraud and is covered by the statute of frauds. BPI should be held liable and can be sued for
damages.

Republic v. Florendo

Facts:
Petitioner Republic of the Philippines is represented in this case by the Philippine Economic Zone
Authority (PEZA), a government corporation created under RA 7916, as amended.

On April 14, 1991, the Export Processing Zone Authority, (PEZA), predecessor of PEZA, filed a complaint
for the expropriation of seven parcels of land located at Barrio Ibo, Lapu-Lapu City, Cebu, owned by
respondents. The purpose of the expropriation was to establish and develop an export processing zone
or a part thereof on those real properties. After trial on the merits, the RTC rendered a decision ordering
the expropriation of the seven parcels of land and payment of just compensation of P1,500 per sq. m.
with 12% interest per annum from the time petitioner took possession. During the pendency of
petitioners appeal for the correctness of valuation, both parties reached an amicable settlement and
agreed for the payment as fixed by RTC; as well as presentation by respondents of clean titles of all the
subject properties before payment by petitioner.
Accordingly, the parties executed a deed of absolute sale dated June 25, 2001 which set out the terms
and conditions of their settlement, the transfer of ownership from respondents to petitioner and the
execution by the parties of the corresponding deed of absolute sale for the remaining six lots as soon as
respondents could settle or clear the encumbrances or other problems affecting them. Petitioner
prepared a joint motion to dismiss the expropriation case but respondent Antonio Florendo refused to
sign because there were still three lots which had not yet been paid. Respondents could not clear these
properties of their encumbrances and liens as there were pending cases filed by third party claimants
over them. Instead, they proposed that a partial compromise agreement be executed to cover the four
lots that had already been sold and transferred to PEZA. Petitioner, however, found the proposal
unacceptable and contrary to their compromise agreement.

Issue: Whether or not there was a perfected compromise agreement between the parties.

Ruling: The compromise agreement the parties executed was in the form of a contract of sale. The
elements of a valid contract of sale are: (a) consent or meeting of the minds; (b) determinate subject
matter and (c) price certain in money or its equivalent. All the elements are present here. The parties
agreed on the sale of a determinate object and the price certain. The contention of the respondent that
there was no meeting of mind because the condition relating to the delivery of clean titles was not
fulfilled is wrong. The delivery of clean titles was not a condition imposed on the perfection of the
contract of sale but a condition imposed on petitioner's obligation to pay the purchase price of these
lots. As ruled in the case of Jardine Davies Inc. vs CA, the court distinguished between a condition
imposed on the perfection of a contract and a condition imposed merely on the performance of an
obligation. While failure to comply with the first condition results in the failure of a contract, non-
compliance with the second merely gives the other party options and/or remedies to protect its
interest.

Manila Metal Container Corp. V. PNB (2006)
FACTS:
Manila Metal Corp. executed a real estate mortgage (TCT. 32098) as a security for its loan from PNB
amounting to 900,000 php, later on 1,000,000 php and 653,000 php
Aug. 5, 1982: PNB filed a petition for extrajudicial foreclosure for the property to be sold at a public
auction911,532.21 php (outstanding as of June 30) + interest + attorney's fees
Sept. 2, 1982: PNB won the public auction at 1,000,000 php
Feb. 17, 1983: Certificate of Sale was issued and registered at the Registry of Deeds and was
annotated at the dorsal portion of the title (Redeemable until Feb 17,1983)
Petitioner requested 1 year extension until Feb 17,1984 but was rejected by PNB saying it is their
policy not to accept partial redemption
Jun. 1,1984: Since petitioner failed to redeem, TCT. 32098 was cancelled and a new title was issued
in favor of PNB
Meanwhile, Special Assets Management Department (SAMD) had prepared a statement of account
as of Jun 25,1984 amounting to 1,574,560.47 php (bid price + interest + advances of insurance
premiums + advances on relaty taxes + reg. exp. +misc. exp + piblication cost)
Petitioner deposited 725,000 php as deposit to repurchase and was issued an O.R.
PNB management rejected the recommendation of SAMD and demanded that petitioner pay the
markt value of 2,660,000 php.
Jun 24, 1984: PNB informed petitioner that its B.O.D had agreed to accept its offer to purchase but
at 1,931,389.53 less the 725,000 php.
PNB President did not conform to the letter but merely indicated that he has received it.
Petitioner rejected this since PNB has already accepted its downpayment so it can no longer
increase the price.
PNB also rejected petitioners payment for the balance.
Petitioner filed a complaint against PNB for Annulment of Mortgage and Mortgage Foreclosure,
Delivery of Title, or Specific Performance with Damages
CA affirmed RTC: Favored PNB and demanded that it refund the 725,000 php (no sale because no
meeting of the minds in terms of price)
Lot was later transferred to its PNB President Bayani Gabriel
Petitioner filed a petition for certiorari
ISSUE:
1. W/N the statement of account by SAMD is only a recommendation subject to the approval of the
BOD - YES
2. W/N there was a contract of sale - NO
3. W/N earnest money establishes a contract of sale - NO
HELD: Denied. Costs Against Petitioner.
1. YES
Art. 1318 of NCC:
no contract unless the following requisites concur:
Consent of the contracting parties;
Object certain which is the subject matter of the contract;
Cause of the obligation which is established
The fixing of the price can never be left to the decision of one of the contracting parties. But a price
fixed by one of the contracting parties, if accepted by the other, gives rise to a perfected sale.
When there is merely an offer by one party without acceptance of the other, there is no contract.
2. NO
Section 23 of the Corporation Code:
corporate powers of all corporations shall be exercised by the board of directors. Just as a natural
person may authorize another to do certain acts in his behalf, so may the board of directors of a
corporation validly delegate some of its functions to individual officers or agents appointed by it.
Thus, contracts or acts of a corporation must be made either by the board of directors or by a
corporate agent duly authorized by the board. Absent such valid delegation/authorization, the rule
is that the declarations of an individual director relating to the affairs of the corporation, but not in
the course of, or connected with the performance of authorized duties of such director, are held not
binding on the corporation.
a corporation can only execute its powers and transact its business through its:
Board of Directors
officers and agents when authorized by:
a board resolution;or
its by-laws
3. NO
ART. 1482. Whenever earnest money is given in a contract of sale, it shall be considered as part of
the price and as proof of the perfection of the contract
The deposit of P725,000 was accepted by PNB on the condition that the purchase price is still
subject to the approval of the PNB Board
Absent proof of the concurrence of all the essential elements of a contract of sale, the giving of
earnest money cannot establish the existence of a perfected contract of sale.


TRADERS ROYAL BANK v. CUISON LUMBER CO., INC. G.R. No. 174286, June 5, 2009
FACTS:
On July 14, 1978 and December 9, 1979, respectively, CLCI, through its then president, Roman Cuison
Sr., obtained two loans from the bank. The loans were secured by a real estate mortgage over a parcel
of land covered by Transfer Certificate of Title No. 10282 (subject property ). CLCI failed to pay the loan,
prompting the bank to extra judicially foreclose the mortgage on the subject property. The bank was
declared the highest bidder at the public auction that followed, conducted on August 1, 1985. A
Certificate of Sale and a Sheriffs Final Certificate of Sale were subsequently issued in the banks favor.
In a series of written communications between CLCI and the bank, CLCI manifested its intention to
restructure its loan obligations and to repurchase the subject property. On July 31, 1986, Mrs. Cuison,
the widow and administratrix of the estate of Roman Cuison Sr., wrote the banks Officer -in-Charge,
Remedios Calaguas, a letter indicating her offered terms of repurchase. CLCI paid the bank P50,000.00
(on August 8, 1986) and P85,000.00 (on September 3, 1986). The bank received and rega
rded these amounts as earnest money for the repurchase of the subject property.
On October 20, 1986, the bank sent Atty. Roman Cuison, Jr. ( Atty. Cuison), as the president and
general manager of CLCI,a letter informing CLCI of the banks board of directors resolution of October
10,1986(TRB Repurchase Agreement), laying down the conditions for the repurchase of the subject
property. CLCI failed to comply with the terms notwithstanding the extensions of time given by the
bank. Nevertheless, CLCI tendered, on February 3, 1987, a check forP135,091.57 to cover fifty percent
(50%) of the twenty percent (20%) bid price. The check, however, was returned for insufficiency of
funds. On May 13, 1987, CLCI tendered an additional P50,000.00. On May 29, 1987, the bank sent Atty.
Cuison a letter informing him that the P185,000.00 CLCI paid was not a deposit, but formed part of the
earnest money under the TRB Repurchase Agreement. On August 28, 1987, Atty. Cuison, by letter,
requested that CLCIs outstanding obligation of P1,221,075.61 (as of July 31, 1987) be reduced to P1
million, and the amount of P221,075.61 be condoned by the bank. To show its commitment to the
request, CLCI paid the bank P100,000.00 and P200,000.00 on August 28, 1987. The bank credited both
payments as earnest money. A year later, CLCI inquired about the status of its request. The bank
responded that the request was still under consideration by the banks Manila office.
On September 30, 1988, the bank informed CLCI that it would resell the subject property at an offered
price of P3 million, and gave CLCI 15 days to make a formal offer; otherwise, the bank would sell the
subject property to third parties. On October 26, 1988, CLCI

Contracts offered to repurchase the subject property for P1.5 million, given that it had already tendered
the amount ofP400,000.00 as earnest money. CLCI subsequently claimed that the bank breached the
terms of repurchase, as it had wrongly considered its payments (in the amounts of P140,485.18,
P200,000.00 andP100,000.00) as earnest money, instead of applying them to the purchase price.
Through its counsel, CLCI demanded that the bank rectify the repurchase agreement to reflect the true
consideration agreed upon for which the earnest money had been given. The bank did not act on the
demand. Instead, it informed CLCI that the amounts it received were not earnest money, and that the
bank was willing to return these sums, less the amounts forfeited to answer for the unremitted rentals
on the subject property. In view of these developments, CLCI and Mrs. Cuison, on February 10, 1989,
filed with the RTC a complaint for breach of contract, specific performance, damages, and attorneys
fees against the bank. On April 20, 1989, the bank filed its Answer alleging that the TRB repurchase
agreement was already cancelled given CLCIs failure to comply with its provisions.

ISSUE:
Whether or not a perfected contract of repurchase existed and can be enforced between the parties.

HELD:
Yes. Under the law, a contract is perfected by mere consent, that is, from the moment that there is a
meeting of the offer and the acceptance upon the thing and the cause that constitute the contract. The
law requires that the offer must be certain and the acceptance absolute and unqualified. An acceptance
of an offer may be express and implied; a qualified offer constitutes a counter-offer. Case law holds that
an offer, to be considered certain, must be definite, while an acceptance is considered absolute and
unqualified when it is identical in all respects with that of the offer so as to produce consent or a
meeting of the minds. We have also previously held that the ascertainment of whether there is a
meeting of minds on the offer and acceptance depends on the circumstances surrounding the case. The
clear and neat principle is that the offer must be certain and definite with respect to the cause or
consideration and object of the proposed contract, while the acceptance of this offer express or
implied must be unmistakable, unqualified, and identical in all respects to the offer. The required
concurrence, however, may not always be immediately clear and may have to be read from the
attendant circumstances; in fact, a binding contract may exist between the parties whose minds have
met, although they did not affix their signatures to any written document. The facts of the present case,
although ambivalent in some respects, point on the whole to the conclusion that both parties agreed to
the repurchase of the subject property.

Sandejas v Lina

Doctrine: . In settling the estate of the deceased, a probate court has jurisdiction over matters incidental
and collateral to the exercise of its recognized powers. Such matters include selling, mortgaging or
otherwise encumbering realty belonging to the estate.

Facts:

On February 17, 1981, Eliodoro Sandejas, Sr. filed a petition in the lower court praying that letters of
administration be issued in his favor for the settlement of the estate of his wife, REMEDIOS R.
SANDEJAS. Letters of Administration were issued by the lower court appointing Eliodoro as
administrator.

On November 19, 1981, the 4th floor of Manila City Hall was burned and among the records burned
were the records of the Court where Sandejas filed his petition.

On April 19, 1983, an Omnibus Pleading for motion to intervene and petition-in-intervention was filed by
Alex A. Lina alleging that Sandejas, in his capacity as seller, obligated to sell to Lina 4 parcels of land.

Eliodoro died sometime in November 1984 in Canada His counsel is still waiting for official word on the
fact of the death of the administrator. He also alleged that the matter of the claim of Alex becomes a
money claim to be filed in Eliodoro's estate. the lower court issued an order directing the other heirs of
Sandejas to move for the appointment of a new administrator within 15 days from receipt of the order.

On January 1986, Alex filed a Motion for his appointment as a new administrator of the Intestate Estate
of Remedios R. Sandejas on the following reasons: that Alex has not received any motion for the
appointment of an administrator in place of Eliodoro; that his appointment would be beneficial to the
heirs; that he is willing to give away his being an administrator as long as the heirs has found one. The
heirs chose Sixto Sandejas as new administrator. They were reasoning out that it was only at a later date
that Sixto accepted the appointment. The lower court substituted Alex Lina with Sixto Sandejas as
administrator.

On November 1993, Alex filed an Omnibus Motion to approve the deed of conditional sale executed
between Alex A. Lina and Elidioro and to compel the heirs to execute a deed of absolute sale in favor of
Alex. The lower court granted Alex's motion.

Overturning the RTC ruling, the CA held that the contract between Eliodoro Sandejas Sr. and respondent
was merely a contract to sell, not a perfected contract of sale. It ruled that the ownership of the four
lots was to remain in the intestate estate of Remedios until the approval of the sale was obtained from
the settlement court.

Issue

What is the settlement court's jurisdiction?

Held:

Court approval is required in any disposition of the decedent's estate per Rule 89 of the Rules of Court.
One can sell their rights, interests or participation in the property under administration. A stipulation
requiring court approval does not affect the validity and the effectivity of the sale as regards the selling
heirs. It merely implies that the property may be taken out of custodia legis, but only with the court's
permission.

Section 8 of Rule 89 allows this action to proceed. The factual differences have no bearing on the
intestate court's jurisdiction over the approval of the subject conditional sale. Probate jurisdiction covers
all matters relating to the settlement of estates (Rules 74 & 86-91) and the probate of wills (Rules 75-77)
of deceased persons, including the appointment and the removal of administrators and executors (Rules
78-85). It also extends to matters incidental and collateral to the exercise of a probate court's
recognized powers such as selling, mortgaging or otherwise encumbering realty belonging to the estate.
Indeed, the rules on this point are intended to settle the estate in a speedy manner, so that the benefits
that may flow from such settlement may be immediately enjoyed by the heirs and the beneficiaries.

In the present case, the Motion was meant to settle the decedent's obligation to Alex; hence, that
obligation clearly falls under the jurisdiction of the settlement court. To require respondent to file a
separate action -- on whether petitioners should convey the title to Eliodoro Sr.'s share of the disputed
realty -- will unnecessarily prolong the settlement of the intestate estates of the deceased spouses.

* Re: Intervenor's Standing

Petitioners contend that under said Rule 89, only the executor or administrator is authorized to apply
for the approval of a sale of realty under administration. Hence, the settlement court allegedly erred in
entertaining and granting respondent's Motion for Approval.

There is no such limitation. Section 8, Rule 89 of the Rules of Court, provides:

"SEC. 8. When court may authorize conveyance of realty which deceased contracted to convey. Notice.
Effect of deed. -- Where the deceased was in his lifetime under contract, binding in law, to deed real
property, or an interest therein, the court having jurisdiction of the estate may, on application for that
purpose, authorize the executor or administrator to convey such property according to such contract, or
with such modifications as are agreed upon by the parties and approved by the court; and if the contract
is to convey real property to the executor or administrator, the clerk of the court shall execute the deed.
"

This provision should be differentiated from Sections 2 and 4 of the same Rule, specifically requiring
only the executor or administrator to file the application for authority to sell, mortgage or otherwise
encumber real estate for the purpose of paying debts, expenses and legacies (Section 2);or for authority
to sell real or personal estate beneficial to the heirs, devisees or legatees and other interested persons,
although such authority is not necessary to pay debts, legacies or expenses of administration (Section 4).

Section 8 mentions only an application to authorize the conveyance of realty under a contract that the
deceased entered into while still alive. While this Rule does not specify who should file the application, it
stands to reason that the proper party must be one .who is to be benefited or injured by the judgment,
or one who is to be entitled to the avails of the suit.

THE HEIRS OF PEDRO ESCANLAR ET AL V. CA 281 SCRA 176 (1997)

FACTS: Spouses Guillermo Nombre and Victoriana Cari-an died without issue in 1924 and 1938,
respectively. Nombres heirs include his nephews and grandnephews. Victoriana was succeeded by her
late brothers son, Gregorio Cari-an.
1. After Gregorios death in 1971, his wife, Generosa Martinez and children (Rodolfo, Carmen,
Leonardo and Fredisminda) were adjudged as heirs by representation to Victorianas estate. Leonardo
passed away, leaving his widow, Nelly Chua vda. de Cari-an and minor Leonell as his heirs
2. 2 parcels of land, denominated by Lot 1616 and 1617, formed part of the estate of Guillermo
Nombre and Victoriana Cari-an.
3. In 1978, Gregorios heirs executed a deed of sale of rights, interests and participation in favor of
Pedro Escanlar and Francisco Holgado over the undivided share of Victoriana for P275,000 to be paid
to the heirs, except the share of the minor Leonell Cari-an which shall be deposited to the Municipal
Treasurer. Said contract of sale will be effective only upon approval of CFI
4. Escanlar and Holgado, the vendees, were concurrently the lessees of the subject property. In a deed
of agreement executed by both parties confirming and affirming the contract of sale, they stipulated the
following:
a. That the balance of the purchase price (P225,000) shall be paid on or before May 1979
b. Pending complete payment thereof, the vendees shall not assign, sell, lease or mortgage the rights,
interests and participation thereof
c. In the event of nonpayment of the balance of said purchase price, the sum of P50,000 (down
payment) shall be deemed as damages
5. Escanlar and Holgado were unable to pay the individual shares of the Cari-an heirs, amounting to
P55,000 each, on the due date. However, said heirs received at least 12 installment payments from
Escanlar and Holgado after May 1979. Rodolfo was fully paid by June 1979, Generosa Martinez, Carmen
and Fredisminda were likewise fully compensated for their individual shares. The minors share was
deposited with the RTC in September 1982.
6. Being former lessees, Escanlar and Holgado continued in possession of Lots 1616 and Lots 1617.
Interestingly, they continued to pay rent based on their lease contract.
7. Subsequently, Escanlar and Holgado sought to intervene in the probate proceedings of Guillermo
and Victoriana as buyers of Victorianas share. In 1982, the probate court approved the motion filed by
the heirs of Guillermo and Victoriana to sell their respective shares in the estate. Thereafter, the Cari-
ans, sold their shares in 8 parcels of land including lots 1616 and 1617 to spouses Chua for P1.85 million.
8. The Cari-ans instituted a case for cancellation of sale against Escanlar and Holgado alleging the
latters failure to pay the balance of the purchase price on the stipulated date and that they only
received a total of P132,551 in cash and goods.
9. Escanlar and Holgado averred that the Cari-ans, having been paid, had no right to resell the subject
lots and that the spouses Chua were purchasers in bad faith.
10. The trial court held in favor of the heirs of Cari-an citing that the sale between the Cari-ans and
Escanlar is void as it was not approved by the probate court which was required in the deed of sale.
11. CA affirmed the same and cited that the questioned deed of sale of rights is a contract to sell
because it shall become effective only upon approval by the probate court and upon full payment of the
purchase price.

ISSUE: WON the non-happening of a condition affects the validity of the contract itself

HELD: No, the non-happening of a condition only affects the effectivity and not the validity of the
contract.

Under Art 1318 Civil Code, the essential requisites of a contract are: consent of the contracting parties;
object certain which is the subject matter of the contract and cause of the obligation which is
established. Absent one of the above, no contract can arise. Conversely, where all are present, the
result is a valid contract. However, some parties introduce various kinds of restrictions or modalities, the
lack of which will not, however, affect the validity of the contract.
In the instant case, the Deed of Sale, complying as it does with the essential requisites, is a valid one.
However, it did not bear the stamp of approval of the court. The contracts validity was not affected for
in the words of the stipulation, this Contract of Sale of rights, interests and participations shall
become effective only upon the approval by the Honorable Court In other words, only the effectivity
and not the validity of the contract is affected.

CONTRACT TO SELL VS. CONTRACT TO SALE
In contracts to sell, ownership is retained by the seller and is not to pass until the full payment of the
price. Such payment is a positive suspensive condition, the failure of which is not a breach of contract
but simply an event that prevented the obligation of the vendor to convey title from acquiring binding
force. To illustrate, although a deed of conditional sale is denominated as such, absent a proviso that
title to the property sold is reserved in the vendor until full payment of the purchase price nor a
stipulation giving the vendor the right to unilaterally rescind the contract the moment the vendee fails
to pay within a fixed period, by its nature, it shall be declared a deed of absolute sale.

In a contract of sale, the non-payment of the price is a resolutory condition which extinguishes the
transaction that, for a time, existed and discharges the obligations created thereunder. The remedy of
an unpaid seller in a contract of sale is to seek either specific performance or rescission.

In the case at bar, the sale of rights, interests and participation as to portion pro indiviso of the 2
subject lots is a contract of sale for the reasons that (1) the sellers did not reserve unto themselves the
ownership of the property until full payment of the unpaid balance of P225,000.00; (2) there is no
stipulation giving the sellers the right to unilaterally rescind the contract the moment the buyer fails to
pay within the fixed period.

NEED OF PROBATE COURTS APPROVAL EXISTS WHERE SPECIFIC PROPERTIES OF THE ESTATE ARE SOLD
AND NOT WHEN IDEAL AND INDIVISIBLE SHARES OF AN HEIR ARE DISPOSED OF
The need for approval by the probate court exists only where specific properties of the estate are sold
and not when only ideal and indivisible shares of an heir are disposed of. In Dillena v. Court of Appeals,
the Court declared that it is within the jurisdiction of the probate court to approve the sale of properties
of a deceased person by his prospective heirs before final adjudication. The probate courts approval is
necessary for the validity of any disposition of the decedents estate. However, reference to judicial
approval cannot adversely affect the substantive rights of the heirs to dispose of their ideal share in the
co-heirship and/or co-ownership among the heirs. It must be recalled that during the period of
indivision of a decedents estate, each heir, being a co-owner, has full ownership of his part and may
therefore alienate it. But the effect of the alienation with respect to the co-owners shall be limited to
the portion which may be allotted to him in the division upon the termination of the co-ownership.

CONTRACTUAL STIPULATIONS CONSIDERED LAW BETWEEN PARTIES; EXCEPTION: CONTEMPORANEOUS
ACTS OF PARTIES
As a general rule, the pertinent contractual stipulation (requiring court approval) should be considered
as the law between the parties. However, the presence of two factors militates against this conclusion:
(1) the evident intention of the parties appears to be contrary to the mandatory character of said
stipulation. Whoever crafted the document of conveyance, must have been of the belief that the
controversial stipulation was a legal requirement for the validity of the sale. But the contemporaneous
and subsequent acts of the parties reveal that the original objective of the parties was to give effect to
the deed of sale even without court approval.

Receipt and acceptance of the numerous installments on the balance of the purchase price by the Cari-
ans, although the period to pay the balance of the purchase price expired in May 1979, and leaving
Escanlar and Holgado in possession of Lots 1616 and 1617 reveal their intention to effect the mutual
transmission of rights and obligations. The Cari-ans did not seek judicial relief until late 1982 or three
years later; (2) the requisite approval was virtually rendered impossible by the Cari-ans because they
opposed the motion for approval of the sale filed by Escanlar and Holgado, and sued the latter for the
cancellation of that sale. Having provided the obstacle and the justification for the stipulated approval
not to be granted, the Cari-ans should not be allowed to cancel their first transaction with Escanlar and
Holgado because of lack of approval by the probate court, the lack of which is of their own making