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ACAP VS.

CA adverse claim was duly proven, there was no


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

MARIA ANNY G. YANONG Atty. Ning Dela Peña Page 1


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

MARIA ANNY G. YANONG Atty. Ning Dela Peña Page 2


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?

MARIA ANNY G. YANONG Atty. Ning Dela Peña Page 3


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.

MARIA ANNY G. YANONG Atty. Ning Dela Peña Page 6

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