Manuel Luis Sanches vs Mapalad Realty Corporation

Facts:
Respondent Mapalad was the registered owner of 4
parcels of land located along Roxas Boulevard, Baclaran,
Paranaque. On March 21, 1986, shortly after EDSA revolution,
Jose Campos executed an affidavit admitting that Mapaladd
was one of the companies held in trust for former President
Marcos. Campos turned over, all assets, properties, records
and documents pertaining to Mapalad to the new administration
led by President Corazon Aquino. PCSS issued writs of
sequestration for Mapalad and all its properties. Rolando Josef,
appointed Vice President/Treasurer and GM of Mapalad,
discovered for that there was 4 TCTs missing. Josef inquired
about it and discovered Felicito Manalili, Mapalads former
director and general manager took them. On November 16,
1992, Nordelak Development Corporation filed a notice of
adverse claim over the subject properties based on deed of
sale purportedly executed by Miguel Magsaysay in his capacity
as President and board chairman of Mapalad. A. Magsaysay
Inc., a corporation controlled by Miguel Magsaysay, acquired
ownership of all the shares of stock of Mapalad however was
terminated after selling all his shares to Novo Properties on
December 3, 1982.
Mapalad commenced the present action for annulment
of deed of sale and reconveyance of title with damages against
Nordelak. During the pendency of the case, Nordelak sold the
subject property to a certain Manuel Luis Sanchez, now
petitioner.

9-8-89 beside which appears the signature of private

respondent.
In lieu, petitioner insist that a perfected agreement to sell the
Mayhaligue property existed, hence, it filed with the RTC of
Quezon City a complaint for specific performance and
collection of sum of money and damages. However, the trial
court ruled against petitioner. On appeal to the CA, the
appelate court just affirmed the trial courts decision.
Hence this.
ISSUE: Whether or not there was a contract of sale perfected
and thus is valid?
RULING:
The Court held No.
That it is a fundamental principle that before a contract of sale
be valid, the following must be present: 1. consent or meeting
of the minds; 2. determinate subject matter; and, 3. price
certain in money or its eqivalent. That until contract of sale is
perfected, it cannot, as an independent source of obligation,
serve as a binding juridical relation between the parties.
In the case at bar, petitioner anchors its arguments on the third
letter-offer, however, the court ruled that there is nothing written
or documentary to show that such offer was accepted by
private respondent and such annotation in the letter is just a
mere memorandum of the receipt. The requisites of a valid
contract of sale are lacking in the said receipt and therefore,
the sale is not valid.

Issue:
Whether or not there is a valid sale between Mapalad
and Nordelak.

Facts:

Ruling:
A contract is defined as a juridical convention manifested
in legal forms, by virtue of which one or more persons bind
themselves in favour of another, to give, to do or not to do. The
essential requisites of a valid contract of sale are (a) consent of
the contracting parties, (b) object certain, and (c) cause of
obligation. Consent may be given only by a person with legal
capacity to give consent. In the case of juridical person such as
corporation like Mapalad, consent may only be granted through
its officers who have been duly authorized by its board of
directors.
In the present case, consent was purportedly given by
Miguel Magsaysay, the person who signed for and in behalf of
Mapalad in the deed of absolute sale. However, during the trial,
he admitted to be no longer connected with Mapalad because
he already divested all his interests in said corporation as early
as 1982. Even assuming, for the sake of argument, the
signatures were genuine, it would still be voidable for lack of
authority resulting in his capacity to give consent on the part of
Mapalad.
JOVAN LAND v. COURT OF APPEALS & QUESADA
FACTS:
Petitioner Jovan Land, Inc. is a corporation engaged in real
estate business. Its President is on Joseph Sy. On the other
hand, herein private respondent Eugenio Quesada is the owner
of the Q Building located in Mayhaligue, Sta. Cruz, Manila.
Petitioner learned from one Consolacion Mendoza that private
respondent was selling his Mayhaligue property. Thus,
petitioner thru its president made a written offer to private
respondent. The first two offers were rejected. However, on the
third attempt, Sy sent a letter to Quesada constituting the offer;
the letter having annotation with the phrase received original,

Balatbat v. CA

A parcel of land was acquired by plaintiff Aurelio Roque and

Maria Mesina during their conjugal union. Maria died on August
28, 1966. On June 15, 1977, Aurelio filed a case for partition.
The trial court held that Aurelio is entitled to the portion at his
share in the conjugal property, and 1/5 of the other half which
formed part of Marias estate, divided equally among him at his
4 children. The decision having become final and executory, the
Register of Deeds of Manila issued a transfer certificate of title
on October 5, 1979 according to the ruling of the court. On April
1, 1980, Aurelio sold his 6/10 share to spouses Aurora TuazonRepuyan and Jose Repuyan, as evidenced by a deed of
absolute sale. On June 21, 1980, Aurora caused the annotation
of her affidavit of adverse claim. On August 20, 1980, Aurelio
filed a complaint for rescission of contract grounded on the
buyers failure to pay the balance of the purchase price. On
February 4, 1982, another deed of absolute sale was executed
between Aurelio and his children, and herein petitioner Clara
Balatbat, involving the entire lot. Balatbat filed a motion for the
issuance of writ of possession, which was granted by the court
on September 20, 1982, subject to valid rights and interests of
third persons. Balatbat filed a motion to intervene in the
rescission case, but did not file her complaint in intervention.
The court ruled that the sale between Aurelio and Aurora is
valid.
Issues:
(1) Whether the alleged sale to private respondents was merely
executory
(2) Whether there was double sale
(3) Whether petitioner is a buyer in good faith and for value
Held: (1) Contrary to petitioner's contention that the sale dated
April 1, 1980 in favor of private respondents Repuyan was
merely executory for the reason that there was no delivery of
the subject property and that consideration/price was not fully

paid, we find the sale as consummated, hence, valid and

enforceable. The Court dismissed vendor's Aurelio Roque
complaint for rescission of the deed of sale and declared that
the Sale dated April 1, 1980, as valid and enforceable. No
appeal having been made, the decision became final and
executory.
The execution of the public instrument, without actual delivery
of the thing, transfers the ownership from the vendor to the
vendee, who may thereafter exercise the rights of an owner
over the same.In the instant case, vendor Roque delivered the
owner's certificate of title to herein private respondent. The
provision of Article 1358 on the necessity of a public document
is only for convenience, not for validity or enforceability. It is not
a requirement for the validity of a contract of sale of a parcel of
land that this be embodied in a public instrument. A contract of
sale being consensual, it is perfected by the mere consent of
the parties. Delivery of the thing bought or payment of the price
is not necessary for the perfection of the contract; and failure of
the vendee to pay the price after the execution of the contract
does not make the sale null and void for lack of consideration
but results at most in default on the part of the vendee, for
which the vendor may exercise his legal remedies.
(2) Article 1544 of the Civil Code provides that in case of
double sale of an immovable property, ownership shall be
transferred (1) to the person acquiring it who in good faith first
recorded it in the Registry of Property; (2) in default thereof, to
the person who in good faith was first in possession; and (3) in
default thereof, to the person who presents the oldest title,
provided there is good faith. In the case at bar, vendor Aurelio
Roque sold 6/10 portion of his share to private respondents
Repuyan on April 1, 1980. Subsequently, the same lot was sold
again by vendor Aurelio Roque (6/10) and his children (4/10),
represented by the Clerk of Court pursuant to Section 10, Rule
39 of the Rules of Court, on February 4, 1982. Undoubtedly,
this is a case of double sale contemplated under Article 1544 of
the New Civil Code.
Evidently, private respondents Repuyan's caused the
annotation of an adverse claim on the title of the subject
property on July 21, 1980. The annotation of the adverse claim
in the Registry of Property is sufficient compliance as
mandated by law and serves notice to the whole world. On the
other hand, petitioner filed a notice of lis pendens only on
February 2, 1982. Accordingly, private respondents who first
caused the annotation of the adverse claim in good faith shall
have a better right over herein petitioner. As between two
purchasers, the one who has registered the sale in his favor,
has a preferred right over the other who has not registered his
title even if the latter is in actual possession of the immovable
property. Further, even in default of the first registrant or first in
possession, private respondents have presented the oldest
title. Thus, private respondents who acquired the subject
property in good faith and for valuable consideration
established a superior right as against the petitioner.
(3) Petitioner cannot be considered as a buyer in good faith. If
petitioner did investigate before buying the land on February 4,
1982, she should have known that there was a pending case
and an annotation of adverse claim was made in the title of the
property before the Register of Deeds and she could have
discovered that the subject property was already sold to the
private respondents. It is incumbent upon the vendee of the
property to ask for the delivery of the owner's duplicate copy of
the title from the vendor. One who purchases real estate with

knowledge of a defect or lack of title in his vendor cannot claim

that he has acquired title thereto in good faith as against the
true owner of the land or of an interest therein; and the same
rule must be applied to one who has knowledge of facts which
should have put him upon such inquiry and investigation as
might be necessary to acquaint him with the defects in the title
of his vendor. Good faith, or the want of it is not a visible,
tangible fact that can be seen or touched, but rather a state or
condition of mind which can only be judged of by actual or
fancied tokens or signs.
Gaite v. Fonacier
Facts: Gaite was appointed by Fonacier as attorney-in-fact to
contract any party for the exploration and development of
mining claims. Gaite executed a deed of assignment in favor of
a single proprietorship owned by him. For some reasons,
Fonacier revoked the agency, which was acceded to by Gaite,
subject to certain conditions, one of which being the transfer of
ores extracted from the mineral claims for P75,000, of which
P10,000 has already been paid upon signing of the agreement
and the balance to be paid from the first letter of credit for the
first local sale of the iron ores. To secure payment, Fonacier
delivered a surety agreement with Larap Mines and some of its
stockholders, and another one with Far Eastern Insurance.
When the second surety agreement expired with no sale being
made on the ores, Gaite demanded the P65,000 balance.
Defendants contended that the payment was subject to the
condition that the ores will be sold.
Issue:
(1) Whether the sale is conditional or one with a period
(2) Whether there were insufficient tons of ores
Held: (1) The shipment or local sale of the iron ore is not a
condition precedent (or suspensive) to the payment of the
balance of P65,000.00, but was only a suspensive period or
term. What characterizes a conditional obligation is the fact that
its efficacy or obligatory force (as distinguished from its
demandability) 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.
A contract of sale is normally commutative and onerous: not
only does each one of the parties assume a correlative
obligation (the seller to deliver and transfer ownership of the
thing sold and the buyer to pay the price),but each party
anticipates performance by the other from the very start. While
in a sale the obligation of one party can be lawfully
subordinated to an uncertain event, so that the other
understands that he assumes the risk of receiving nothing for
what he gives (as in the case of a sale of hopes or
expectations,emptio spei), it is not in the usual course of
business to do so; hence, the contingent character of the
obligation must clearly appear. Nothing is found in the record to
evidence that Gaite desired or assumed to run the risk of losing
his right over the ore without getting paid for it, or that Fonacier
understood that Gaite assumed any such risk. This is proved
by the fact that Gaite insisted on a bond a to guarantee
payment of the P65,000.00, an not only upon a bond by
Fonacier, the Larap Mines & Smelting Co., and the company's
stockholders, but also on one by a surety company; and the
fact that appellants did put up such bonds indicates that they
admitted the definite existence of their obligation to pay the
balance of P65,000.00.

The appellant have forfeited the right court below that the
appellants have forfeited the right to compel Gaite to wait for
the sale of the ore before receiving payment of the balance of
P65,000.00, because of their failure to renew the bond of the
Far Eastern Surety Company or else replace it with an
equivalent guarantee. The expiration of the bonding company's
undertaking on December 8, 1955 substantially reduced the
security of the vendor's rights as creditor for the unpaid
P65,000.00, a security that Gaite considered essential and
upon which he had insisted when he executed the deed of sale
of the ore to Fonacier.
(2) The sale between the parties is a sale of a specific mass or
iron ore because no provision was made in their contract for
the measuring or weighing of the ore sold in order to complete
or perfect the sale, nor was the price of P75,000,00 agreed
upon by the parties based upon any such measurement.(see
Art. 1480, second par., New Civil Code). The subject matter of
the sale is, therefore, a determinate object, the mass, and not
the actual number of units or tons contained therein, so that all
that was required of the seller Gaite was to deliver in good faith
to his buyer all of the ore found in the mass, notwithstanding
that the quantity delivered is less than the amount estimated by
them.
BUENAVENTURA VS CA
FACTS:
Defendant spouses Leonardo Joaquin and Feliciana Landrito
are the parents of plaintiffs Consolacion, Nora, Emma and
Natividad as well as of defendants Fidel, Tomas, Artemio,
Clarita, Felicitas, Fe, and Gavino, all surnamed JOAQUIN.
(Note: So there are two sets of children here.)
Sought to be declared null and void ab initio are certain deeds
of sale of real property executed by Leonardo Joaquin and
Feliciana Landrito in favor of their co-defendant children and
the corresponding certificates of title issued in their names.
The plaintiffs in this case sought for the declaration of nullity of
the six deeds of sale and certificates of title in favor of the
defendants.
They alleged that certain deed of sale were null and void ab
initio because they are simulated.
They said that: a. Firstly, there was no actual valid
consideration for the deeds of sale xxx over the properties in
litis; b. Secondly, assuming that there was consideration in the
sums reflected in the questioned deeds, the properties are
more than three-fold times more valuable than the measly
sums appearing therein; c. Thirdly, the deeds of sale do not
reflect and express the true intent of the parties (vendors and
vendees); and d. Fourthly, the purported sale of the properties
in litis was the result of a deliberate conspiracy designed to
unjustly deprive the rest of the compulsory heirs (plaintiffs
herein) of their legitime.
Defendants, on the other hand aver (1) that plaintiffs do not
have a cause of action against them as well as the requisite
standing and interest to assail their titles over the properties in
litis; (2) that the sales were with sufficient considerations and
made by defendants parents voluntarily, in good faith, and with
full knowledge of the consequences of their deeds of sale; and
(3) that the certificates of title were issued with sufficient factual
and legal basis.

RTC ruled in favor of the defendants (respondents in this case)

and dismissed the complaint. Upon appeal, the CA upheld
RTCs ruling.
ISSUES:
1. Whether the Deeds of Sale are void for lack of consideration.
NO
2. Whether the Deeds of Sale are void for gross inadequacy of
price. NO
HELD:
1ST ISSUE: THERE WAS A CONSIDERATION.
If there is a meeting of the minds of the parties as to the price,
the contract of sale is valid, despite the manner of payment, or
even the breach of that manner of payment. If the real price is
not stated in the contract, then the contract of sale is valid but
subject to reformation. If there is no meeting of the minds of the
parties as to the price, because the price stipulated in the
contract is simulated, then the contract is void. Article 1471 of
the Civil Code states that if the price in a contract of sale is
simulated, the sale is void.
It is not the act of payment of price that determines the
validity of a contract of sale.
Payment of the price has nothing to do with the perfection of
the contract. Payment of the price goes into the performance
of the contract. Failure to pay the consideration is different
from lack of consideration. The former results in a right to
demand the fulfillment or cancellation of the obligation under an
existing valid contract while the latter prevents the existence of
a valid contract.
Petitioners failed to show that the prices in the Deeds of
Sale were absolutely simulated.
To prove simulation, petitioners presented Emma Joaquin
Valdozs testimony stating that their father, respondent
Leonardo Joaquin, told her that he would transfer a lot to her
through a deed of sale without need for her payment of the
purchase price. The trial court did not find the allegation of
absolute simulation of price credible.
Petitioners failure to prove absolute simulation of price is
magnified by their lack of knowledge of their respondent
siblings financial capacity to buy the questioned lots. On the
other hand, the Deeds of Sale which petitioners presented as
evidence plainly showed the cost of each lot sold. Not only did
respondents minds meet as to the purchase price, but the real
price was also stated in the Deeds of Sale. As of the filing of
the complaint, respondent siblings have also fully paid the price
to their respondent father.
2ND ISSUE: THE GENERAL RULE IS THAT INADEQUACY
OF CONSIDERATION SHALL NOT INVALIDATE A
CONTRACT.
Art. 1355. Except in cases specified by law, lesion or
inadequacy of cause shall not invalidate a contract, unless
there has been fraud, mistake or undue influence.
Article 1470 of the Civil Code further provides:
Art. 1470. Gross inadequacy of price does not affect a contract
of sale, except as may indicate a defect in the consent, or that
the parties really intended a donation or some other act or
contract. (Emphasis supplied)
Petitioners failed to prove any of the instances
mentioned in Articles 1355 and 1470 of the Civil Code which
would invalidate, or even affect, the Deeds of Sale. Indeed,

there is no requirement that the price be equal to the exact

value of the subject matter of sale. All the respondents
believed that they received the commutative value of what they
gave.
Ruling: In the instant case, the trial court found that the lots
were sold for a valid consideration, and that the defendant

children actually paid the purchase price stipulated in their

respective Deeds of Sale. Actual payment of the purchase price
by the buyer to the seller is a factual finding that is now
conclusive upon us. WHEREFORE, we AFFIRM the decision of
the Court of Appeals in toto.