CORONEL v CA, ALCARAZ

Melo, J.
G.R. No. 103577. – October 7, 1996.
FACTS:
● Jan. 19, 1985: In relation to the sale over a parcel of land, the Coronels executed a document ‘Receipt of Down
Payment’ in favor of Ramona Alcaraz
 Stated stated that the down payment was Php 50,000, with balance of P1.19M
 It contained conditions pertinent to the sale:
o Ramona Alcaraz will make the 50k down payment upon execution of the Receipt
o Coronels will transfer the title of the inherited house in the name of Ramona Alcaraz upon receipt
of down payment
o Upon the transfer of title, the Coronels will execute an Absolute Deed of Sale

● On the same date, Concepcion Alcaraz, Ramona’s mother, paid the down payment
● Feb. 6, 1985: The property, which was originally registered in the name of the Coronels’ father, was transferred
to the petitioners’ names
● Feb. 18, 1985: The Coronels sold the property to herein intervenor-appellant Catalina Mabanag for P1.58M

 For this reason, the Coronels cancelled and rescinded the contract with Ramona
o They deposited the down payment paid by Concepcion in the bank “in trust for Ramona Alcaraz”
● Feb. 22, 1985: Concepcion Alcaraz then filed a complaint for specific performance against the Coronels in RTC of
QC, Br. 83
 She also annotated a notice of lis pendens at the back of the TCT covering the the property
● April 2, 1985: Catalina caused the annotation of a notice of adverse claim covering the same property with the
RD of Quezon City
● April 25, 1985: The Coronels executed a Deed of Absolute Sale over the subject property in favor of Catalina
● June 5, 1985: A new title over the property was issued in the name of Catalina
● March 1, 1989: RTC ruled in favor of the Alcaraz but dismissed their claim for damages and attorney’s fees
 Ordered Coronel to execute in favor of the Coronels a Deed of Absolute Sale over the parcel of land
 Ordered Coronel to deliver said document of sale to plaintiffs
o Upon receipt of said document, Alcaraz is ordered to pay the whole balance of the purchase price
amounting to Php 1.19M in cash
 Declared cancelled and without force and effect the TCT in favor of Catalina
 Ordered Coronel and intervenor to vacate the subject property and deliver possession thereof to the
Alcaraz
● Dec. 16, 1991: CA affirmed RTC decision
● March 5, 1992: Petitioners filed a petition with the SC
 They insist that what the document signified was a mere executory contract to sell, subject to certain
suspensive conditions
 Because of the absence of Ramona, who left for the United States of America, said contract could not
possibly ripen into a contract of absolute sale
● Alcaraz’s Argument: The Receipt of Down Payment embodied a perfected contract of sale

ISSUES/HELD/RATIO:
1. W/N the Receipt of Down Payment embodied a Deed of Absolute Sale
HELD: NO, it embodied a Deed of Conditional Sale
● The Receipt of Down Payment embodied a binding contract between Alcaraz and Coronel pertaining to the sale
of a parcel of land
● Contrary to respondent’s claim, said contract between Alcaraz and Coronel is NOT a mere contract to sell
 In a contract to sell, the prospective seller explicitly reserves the transfer of title to the prospective buyer
o The prospective seller does not as yet agree or consent to transfer ownership of the property
subject of the contract to sell until the happening of an event
1
  No consent or meeting of the minds yet
 A contract to sell, however, is DIFFERENT from a Conditional Contract of Sale
o In a Conditional Contract of Sale, the prospective seller, while expressly reserving the ownership of
the subject property despite delivery thereof to the prospective buyer, binds himself to sell the
said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon,
that is, full payment of the purchase price
 Consent or meeting of the minds already present
● In the case at bar, when the "Receipt of Down Payment" is considered in its entirety, it becomes more manifest
that there was a clear intent on the part of petitioners to transfer title to the buyer
 Petitioners already agreed to sell the subject property when they undertook to have the certificate of
title changed to their names and execute the written deed of absolute sale
o Since the TCT was still in the name of petitioner's father at the time, they could not fully effect
such transfer
o The circumstance which prevented the parties from entering into an absolute contract of sale
pertained to the sellers themselves
● When the said "Receipt of Down Payment" was prepared and signed by petitioners Romulo A. Coronel, et al.,
the parties had agreed to a conditional contract of sale
 CONDITION: Must have the certificate of title changed to their names and immediately thereafter, to
execute the written deed of absolute sale.
 As soon as the new certificate of title is issued in their names, petitioners were committed to
immediately execute the deed of absolute sale
o Consummation of which is subject only to the successful transfer of the certificate of title from the
name of petitioners' father, Constancio P. Coronel to their names
● The moment the suspensive condition was fulfilled (title transferred to their name), the obligations set forth in
the contract are now mutually demandable. 


DISPOSITIVE PORTION
WHEREFORE, premises considered, the instant petition is hereby DISMISSED and the appealed judgment AFFIRMED.