ROMAN v GRIMALT

G.R. No. L-2412 | April 11, 1906

Torres, J. | Protacio – Group 3

Plaintiff-appellant: Pedro Roman

Defendant-appellee: Andres Grimalt

SUMMARY
After a vessel was sold to Grimalt and was ready to be delivered, a severe storm caused the
sinking of the said vessel. After the total loss of the object, plaintiff Roman demanded for
payment of the purchase price of the vessel. The Supreme Court found that there was no
perfected contract between the parties, as the seller did not have perfect title to the vessel.
Hence there was no sale, and the loss is to be borne by the owner of the vessel, not the
purchaser.

FACTS
- Pedro Roman and Andres Grimalt had been negotiating for several days for the
purchase of the schooner Santa Maria
- On the 23rd of June, 1904, they agreed upon the sale of the vessel for P1,500, payable in
three installments, if the title papers to the vessel were in the proper form
o Roman accepted Grimalt’s suggested plan of payment through installments,
saying that from the 24th, the vessel was at Grimalt’s disposal
o It appears that Pedro Roman was not the owner of the vessel in the papers, this
was not changed until the events of June 25
- June 25, when the vessel was being ready for delivery to the purchaser, it was sunk in
the harbor of Manila and is a total loss, as a result of a severe storm
- On June 30, Roman demanded for payment of the purchase price for the vessel in the
manner stipulated, but Grimalt failed to pay
- Hence, plaintiff Roman prayed that judgment be rendered in his favor for the purchase
price of the schooner, for legal interest on the installments, the cost of proceedings, and
other remedies as might be considered just and equitable
- Grimalt’s defense was that the sale was predicated on the plaintiff’s promise that he will
perfect his title in order for the sale to be perfected
o When they had called a notary public to examine the documents, they were
informed that they were insufficient to show the ownership of the vessel and
transfer title thereto
o On the 23rd, Grimalt had believed that plaintiff perfected his title but he was
informed that Roman did nothing to perfect it
- Lower Court found that parties had not arrived at a definite understanding, therefore
there was no perfected contract of sale.

ISSUE
W/N there was perfected sale between the parties. – NO
RATIO
- A sale is perfected when vendor and vendee have agreed as to the object of the
contract and as to the price, even though there is no delivery yet
o Ownership is transmitted upon delivery
- When a sale is made by means of public document, the execution thereof is equivalent
to delivery of the thing which is the object of the contract
- The sale of the schooner was not perfected and purchaser did not consent to the
execution of the deed of transfer for the reason that the title of the vessel was in the
name of one Paulina Giron, not in the name of Pedro Roman
o Roman promised to perfect his title, but failed to do so. He was not the owner of
the vessel
- If no contract of sale was executed, the loss of the vessel must be borne by its owner
and not by a party who only intended to purchase it and was unable to do so on
account of failure on part of owner to show proper title
- Vessel sunk before owner had complied with the condition exacted by the proposed
purchaser
- Defendant is under no obligation to pay the price of the vessel, the purchase of which
had not been concluded