G.R. NO. 118114 evidence whatsoever that a deed of sale was DECEMBER 7, 1995 executed between the parties transferring the rights in favor of private respondent. An FACTS: adverse claim cannot by itself be sufficient to Felixberto, an only son, inherited from his cancel the OCT to the land and title the same parents a lot. He executed a duly notarized in private respondent's name. document entitled "Declaration of Heirship and Deed of Absolute Sale" in favor of Pido. DELPHER TRADES VS IAC When ownership was transferred, Acap GR. NO. L-69259 continued to be the tenant of a portion of the JANUARY 26, 1988 said land and religiously paid his leasehold rentals to Pido. FACTS:
When Pido died intestate his surviving IN 1974
heirs executed a notarized Declaration of Delfin Pacheco and his sister, Pelagia Heirship and Waiver of Rights of the said lot to Pacheco, were the owners of 27,169 de los Reyes. square meters of real estate in the Municipality of Polo (now Valenzuela), De los Reyes informed Acap that, as the Province of Bulacan (now Metro new owner, the lease rentals should be paid to Manila). him. When petitioner refused and failed to pay any further lease rentals after repeated APRIL 3, 1974 demands, he filed a complaint for recovery of Delfin and Pelagia, as co-owners, possession and damages. leased to Construction Components International Inc. the property and The lower court rendered a decision in providing that during the existence or favor of private respondent which was after the term of this lease the lessor eventually affirmed by the Court of Appeals should he decide to sell the property (CA). Hence, this present petition. leased shall first offer the same to the lessee and the letter has the priority to buy under similar conditions. ISSUE: WON the said document can be considered as Deed of Sale in favor of private AUGUST 3, 1974 respondent of the lot in question. lessee Construction Components International, Inc. assigned its rights and obligations under the contract of HELD: The Court GRANTS the petition and lease in favor of Hydro Pipes SET ASIDE the decision of the CA. Philippines, Inc. with the signed conformity and consent of lessors NO. Delfin Pacheco and Pelagia Pacheco. The contract of lease, as well as the A notice of adverse claim was filed with assignment of lease were annotated at the Registry of Deeds which contained the he back of the title. Declaration of Heirship with Waiver of rights and was annotated at the back of the Original JANUARY 3, 1976 Certificate of Title (OCT) to the land in A deed of exchange was executed question. between lessors Delfin and Pelagia Pacheco and defendant Delpher This said notice, by its nature, does not Trades Corporation whereby the former however prove private respondent's conveyed to the latter the leased ownership over the tenanted lot. The Court property together with another parcel of emphasized that while the existence of said
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land also located in Valenzuela, Metro party. The Pacheco family merely changed Manila. their ownership from one form to another. The ownershipremained in the same hands. Hence, the private respondent has no basis for On the ground that it was not given the its claim of a light of first refusal. first option to buy the leased property pursuant to the proviso in the lease agreement, respondent Hydro Pipes Philippines, Inc., filed an amended complaint for reconveyance in its TOYOTA SHAW INC. favor. VS. CA AND SOSA 244 SCRA 320 RTC RULING: MAY 1995 Ruled in favor of the plaintiff, declaring the valid existence of the plaintiffs DOCTRINES: preferential right to acquire the subject Obligations and Contracts/Sales – Stages property (right of first refusal) and of contract: There are three stages in a ordering the defendants and all persons contract of sale – (a) preparation, conception, deriving rights therefrom to convey the or generation, which is the period of said property to plaintiff negotiation and bargaining, ending at the moment of agreement of the parties; (b) perfection or birth of the contract, which is the CA RULING: moment when the parties come to agree on Affirmed in toto. the terms of the contract; and (c) consummation or death, which is the fulfillment or performance of the terms agreed upon in ISSUE: Whether or not the "Deed of the contract. Exchange" of the properties executed by the Pachecos on the one hand and the Delpher Sales - Parties in installment sale: In a sale Trades Corporation on the other was meant to on installment basis which is financed by a be a contract of sale financing company, three parties are thus involved: the buyer who executes a note or notes for the unpaid balance of the price of the HELD: thing purchased on installment, the seller who No, by their ownership of the 2,500 no assigns the notes or discounts them with a par shares of stock, the Pachecos have control financing company, and the financing of the corporation. company which is subrogated in the place of the seller, as the creditor of the installment Their equity capital is 55% as against buyer. 45% of the other stockholders, who also belong to the same family group. In effect, the Delpher Trades Corporation is a business FACTS: conduit of the Pachecos. What they really did Luna L. Sosa and his son, Gilbert, went was to invest their properties and change the to purchase a yellow Toyota Lite Ace from the nature of their ownership from unincorporated Toyota office at Shaw Boulevard, Pasig to incorporated form by organizing Delpher (petitioner Toyota) on June 14, 1989 where Trades Corporation to take control of their they met Popong Bernardo who was a sales properties and at the same time save representative of said branch. on inheritance taxes. Sosa emphasized that he needed the The "Deed of Exchange" of property car not later than June 17, 1989 because he, between the Pachecos and Delpher Trades his family, and a balikbayan guest would be Corporation cannot be considered a contract using it on June 18 to go home to Marinduque of sale. There was no transfer of actual where he will celebrate his birthday on June ownership interests by the Pachecos to a third 19. Bernardo assured Sosa that a unit would
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be ready for pick up on June 17 at 10:00 in the HELD: morning, and signed the "Agreements NO. Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc.,” a document which did not The Supreme Court held that there was mention anything about the full purchase price no perfected contract between Toyota Shaw and the manner the installments were to be and Mr. Luna Sosa, in relation to the paid. agreement signed by Sosa and Bernardo. The court reasoned the following things: Sosa and Gilbert delivered the down payment of P100,000.00 on June 15, 1989 (1) there was no obligation for and Bernardo accomplished a printed Vehicle Toyota Shaw to deliver the vehicle Sales Proposal (VSP) No. 928 which showed to Sosa and that the PhP100,000 Sosa’s full name and home address, that initial cash outlay did not payment is by "installment," to be financed by specifically refer to a sale of "B.A.," and that the "BALANCE TO BE vehicle. FINANCED" is "P274,137.00", but the spaces provided for "Delivery Terms" were not filled- (2) The document did not show the up. meeting of the minds contemplated in Art. 1475 of the New Civil Code When June 17 came, however, needed for perfection of a sale petitioner Toyota did not deliver the Lite Ace. contract. Hence, Sosa asked that his down payment be refunded and petitioner Toyota issued also on For one thing, Mr. Sosa did not sign the June 17 a Far East Bank check for the full agreement. Also, it is clear from the agreement amount of P100,000.00, the receipt of which that Mr. Bernardo is a mere agent of Toyota was shown by a check voucher of Toyota, Shaw and it is incumbent for Sosa to know if which Sosa signed with the reservation, Bernardo has the authority to act in Toyota "without prejudice to our future claims for Shaw’s behalf. The Court stated that at most, damages." Petitioner Toyota contended that the agreement may be considered as part of the B.A. Finance disapproved Sosa’s the the negotiation stage of the sale contract. credit financing application and further alleged that a particular unit had already been There was no indication in the said reserved and earmarked for Sosa but could document of any obligation on the part of not be released due to the uncertainty of Toyota to transfer ownership of a determinate payment of the balance of the purchase price. thing to Sosa and neither was there a Toyota then gave Sosa the option to purchase correlative obligation on the part of the latter to the unit by paying the full purchase price in pay therefor a price certain. The provision on cash but Sosa refused. the downpayment of P100,000.00 made no specific reference to a sale of a vehicle. If it The trial court found that there was a was intended for a contract of sale, it could valid perfected contract of sale between Sosa only refer to a sale on installment basis, as and Toyota which bound the latter to deliver VSP No.928 executed on June 15, 1989 the vehicle and that Toyota acted in bad faith confirmed. The VSP also created no in selling to another the unit already reserved demandable right in favor of Sosa for the for Sosa, and the Court of Appeals affirmed delivery of the vehicle to him, and its non- the said decision. delivery did not cause any legally indemnifiable injury.
ISSUE: W/N agreement signed by Popong
Bernardo (as sales agent of Toyota Shaw) and Mr. Luna Sosa constituted a perfected contract of sale?
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POLYTECHNIC VS CA All three (3) essential elements of a valid GR. NO. 143513 sale, without which there can be no sale, were NOVEMBER 14, 2001 attendant in the "disposition" and "transfer" of the property from NDC to PUP - consent of the FACTS: parties, determinate subject matter, and Petitioner National Development Corp., consideration therefor. a government owned and controlled corporation, had in its disposal a 10 hectares 1. consent is manifested by the Memo property. Sometime in May 1965, private Order No. 214, respondent Firestone Corporation manifested 2. the subject matter was the property its desire to lease a portion of it for subject of the dispute. ceramic manufacturing business. 3. the cancellation of liabilities constituted consideration On August 24, 1965, both parties entered into a contract of lease for a But the argument of PUP and NDC was term of 10 years renewable for another 10 untenable. GOCCs have personalities years. Prior to the expiration of the separate and distinct from the government. aforementioned contract, Firestone wrote “Sale” brings within its grasp the whole gamut NDC requesting for an extension of their lease of transfers where ownership of a thing is agreement. It was renewed with an express ceded for consideration. grant to Firestone of the first option to purchase the leased premise in the event that Since a sale was involved, the right of it was decided "to dispose and sell the first refusal in favor of Firestone must be properties including the lot..." respected. It forms an integral part of the lease and is supported by consideration—Firestone Cognizant of the impending expiration having made substantial investments therein. of the leased agreement, Firestone informed NDC through letters and calls that it was Only when Firestone fails to exercise renewing its lease. No answer was given. such right may the sale to PUP proceed. Firestone's predicament worsened when it learned of NDC's supposed plans to dispose So here we see that GOCCs even the subject property in favor of petitioner though ‘government owned & controlled’ has a Polytechnic University of the Philippines. PUP personality of its own distinct and separate referred to Memorandum Order No. 214 from that of the government. issued by then President Aquino ordering the transfer of the whole NDC compound to And the intervention in a transaction of the National Government. The order of the Office of the President thru the Executive conveyance would automatically result in the Secretary DOES NOT CHANGE THE cancellation of NDC's total obligation in favor INDEPENDENT EXISTENCE of a of the National Government. government entity as it deals with another government entity. Firestone instituted an action for specific performance to compel NDC to sell the leased property in its favor. MANILA METAL CONTAINER GR. NO. 166862 DECEMBER 20, 2006 ISSUE: Whether or not there is a valid sale between NDC and PUP. FACTS: Manila Metal Corp. executed a real estate mortgage (TCT. 32098) as a security for its HELD: loan from PNB amounting to 900,000 php, YES, BUT…. later on 1,000,000 php and 653,000 php
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Aug. 5, 1982: PNB filed a petition for PNB also rejected petitioners payment for extrajudicial foreclosure for the property to the balance. be sold at a public auction 911,532.21 php (outstanding as of June 30) + interest + Petitioner filed a complaint against PNB for attorney's fees Annulment of Mortgage and Mortgage Foreclosure, Delivery of Title, or Specific Sept. 2, 1982: PNB won the public auction Performance with Damages at 1,000,000 php CA affirmed RTC: Favored PNB and Feb. 17, 1983: Certificate of Sale was demanded that it refund the 725,000 php issued and registered at the Registry of (no sale because no meeting of the minds Deeds and was annotated at the dorsal in terms of price) portion of the title (Redeemable until Feb 17,1983) Lot was later transferred to its PNB President Bayani Gabriel Petitioner requested 1year extension until Feb 17,1984 but was rejected by PNB Petitioner filed a petition for certiorari saying it is their policy not to accept partial redemption ISSUE: Jun. 1,1984: Since petitioner failed to 1. W/N there was a contract of sale - NO redeem, TCT. 32098 was cancelled and a 2. W/N earnest money establishes a new title was issued in favor of PNB contract of sale - NO
Meanwhile, Special Assets Management
Department (SAMD) had prepared a HELD: Denied. Costs Against Petitioner. statement of account as of Jun 25,1984 1. NO amounting to 1,574,560.47 php (bid price + interest + advances of insurance Section 23 of the Corporation Code: premiums + advances on relaty taxes + corporate powers of all corporations shall be reg. exp. +misc. exp + piblication cost) exercised by the board of directors. Just as a natural person may authorize another to do Petitioner deposited 725,000 php as certain acts in his behalf, so may the board of deposit to repurchase and was issued an directors of a corporation validly delegate O.R. some of its functions to individual officers or agents appointed by it. Thus, contracts or acts PNB management rejected the of a corporation must be made either by the recommendation of SAMD and demanded board of directors or by a corporate agent duly that petitioner pay the markt value of authorized by the board. 2,660,000 php. Absent such valid delegation/authorization, the rule is that the declarations of an individual Jun 24, 1984: PNB informed petitioner that director relating to the affairs of the its B.O.D had agreed to accept its offer to corporation, but not in the course of, or purchase but at 1,931,389.53 less the connected with the performance of authorized 725,000 php. duties of such director, are held not binding on the corporation. A corporation can only PNB President did not conform to the letter execute its powers and transact its business but merely indicated that he has received through its: it. Board of Directors officers and agents when authorized Petitioner rejected this since PNB has by: already accepted its downpayment so it a board resolution;or can no longer increase the price. its by-laws
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2. 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.