3y1s sales m 11-25 digest missing

5/28/2018 3y1s Sales m 11-25 Digest Missing

1/21

Addison vs Felix

Leave a comment38 SCRA 404, No. 12342

August 3, 1918

FACTS:

By a public instrument, plaintiff Addison sold to the defendant Marciana Felix and husband

Balbino Tioco, 4 parcels of land. Defendants paid, at the time of the execution of the deed, the

sum of P3,000.00 on account of the purchase price, and bound herself to pay the remainder in

installments. It was further stipulated that the purchaser was to deliver to the vendor 25 per

centum of the value of the products that she might obtain from the 4 parcels from the

moment she takes possession of them until the Torrens certificate of title be issued in her

favor. It was likewise covenanted that within I year from the date of the certificate of title in

favor of Felix, she may rescind the contract of sale in which she shall be obliged to return to

Addison the net value of all the products of the 4 parcels sold, and Addison shall be obliged to

return to her all the sums that she may have paid, together with interest at the rate of I 0

percent per annum.

However, Addison was able to designate only 2 of the 4 parcels and more than two-thirds of

these two were found to be in the possession of one Juan Villafuerte, who claimed to be the

owner of the parts so occupied by him.

Addison filed suit in CFI to compel Felix to make payment of the first installment, in accordance

with the terms of the contract and of the interest at the stipulated rate. Defendant answeredand alleged that the plaintiff had failed to deliver the lands that were the subject matter of the

sale.

ISSUES:

1. Whether or not the delivery had been effected by reason of the issuance of the Torrens

Certificate of title, notwithstanding the fact that the thing sold was not subject to the control of

the vendor.

2. Whether or not the purchaser can rescind the contract.

HELD:

1. No. The record shows that the plaintiff did not deliver the thing sold. With respect to two of

the parcels of land, he was not even able to show them to the purchaser; and as regards the

other two, more than two-thirds of their area was in the hostile and adverse possession of a

third person.

The Code imposes upon the vendor the obligation to deliver the thing sold. The thing is

considered to be delivered when it is placed in the hands and possession of the vendee. It is
http://mycasedigests.wordpress.com/2012/05/09/addison-vs-felix/#respondhttp://mycasedigests.wordpress.com/2012/05/09/addison-vs-felix/#respond


2/21

true that the same article declares that the execution of a public instrument is equivalent to the

delivery of the thing which is the object of the contract, but, in order that this symbolic delivery

may produce the effect of tradition, I t is necessary that the vendor shall have control over the

thing sold that, at the moment of sale, it its material delivery could have been made.

It is not enough to confer upon the purchaser the ownership and the right of possession. Thething sold must be placed in his control. When there is no impediment whatever to prevent the

thing sold passing into the tenancy of the purchaser by the sole will of the vendor, symbolic

delivery through the execution of the public instrument is sufficient. But if, notwithstanding the

execution of the instrument, the purchaser cannot have the enjoyment and material tenancy of

the thing and make use of it himself or through another in his name, because such tenancy and

enjoyment are opposed by the interposition of another will, then fiction yields to realitythe

delivery has not been effected.

2. Yes. It is evident in the case at bar, that the mere execution of the instrument was not a

fulfillment of the vendors obligation to deliver the thing sold, and that from such non-

fulfillment arises the purchasers right to demand, as she has demanded, the rescission of the

sale and the return of the price.

ADDISON V. FELIX (August 03, 1918)

FACTS:

Petitioner Addison sold four parcels of land to Defendant spouses Felix and Tioco located

in LucenaCity. Respondents paid 3K for the purchase price and promised to pay the remaining

by installment. The contract provides that the purchasers may rescind the contract within one

year after the issuance of title on their name.

The petitioner went to Lucena for the survey designaton and delivery of the land but only 2

parcels were designated and 2/3 of it was in possession of a Juan Villafuerte.

The other parcels were not surveyed and designated by Addison.
http://coffeespeak.blogspot.com/2010/10/addison-v-felix-august-03-1918.htmlhttp://coffeespeak.blogspot.com/2010/10/addison-v-felix-august-03-1918.html


3/21

Addison demanded from petitioner the payment of the first installment but the latter contends

that there was no delivery and as such, they are entitled to get back the 3K purchase price they

gave upon the execution of the contract.

ISSUE:

WON there was a valid delivery.

HELD:

The record shows that the plaintiff did not deliver the thing sold. With respect to two of the

parcels of land, he was not even able to show them to the purchaser; and as regards the other

two, more than two-thirds of their area was in the hostile and adverse possession of a third

person.

It is true that the same article declares that the execution of a public instruments is equivalent

to the delivery of the thing which is the object of the contract, but, in order that this symbolic

delivery may produce the effect of tradition, it is necessary that the vendor shall have had such

control over the thing sold that, at the moment of the sale, its material delivery could have

been made. It is not enough to confer upon the purchaser the ownership and the right of

possession. The thing sold must be placed in his control. When there is no impediment

whatever to prevent the thing sold passing into the tenancy of the purchaser by the sole will of

the vendor, symbolic delivery through the execution of a public instrument is sufficient. But if

there is an impediment, delivery cannot be deemed effected.


4/21

Manuel R. Dulay Enterprises vs. Court of Appeals

GR 91889, 27 August 1993

Facts:Manuel R.Dulay Enterprises, Inc., a domestic corporation with the following as members

of its Board of Directors: Manuel R. Dulay with 19,960 shares and designated as president,

treasurer and general manager; Atty. Virgilio E. Dulay with 10 shares and designated as vice-

president; Linda E. Dulay with 10 shares; Celia Dulay-Mendoza with 10 shares; and Atty. Plaridel

C. Jose with 10 shares and designated as secretary, owned a property known as Dulay

Apartment consisting of 16 apartment units. The corporation through its president, Manuel

Dulay, obtained various loans for the construction of its hotel project, Dulay Continental Hotel

(now Frederick Hotel.) It even had to borrow money from Virgilio Dulay to be able to continuethe hotel project. As a result of said loan, Virgilio Dulay occupied one of the unit apartments of

the subject property since 1973 while at the same time managing the Dulay Apartment as his

shareholdings in the corporation was subsequently increased by his father.

On 23 December 1976, Manuel Dulay by virtue of Board Resolution 18 of the corporation, sold

the subject property to spouses Maria Theresa and CastrenseVeloso in the amount of P300,000

as evidenced by the Deed of Absolute Sale. TCT 23225 was issued to Maria Theresa Veloso.

Subsequently, Manuel Dulay and the spouses Veloso executed a Memorandum to that Deed of

Absolute Sale giving Manuel Dulay within 2 years to repurchase the subject property for

P200,000.00 which was, however, not annotated either in TCT 17880 or TCT 23225. On 24

December 1976, Maria Veloso, without the knowledge of Manuel Dulay, mortgaged the subject

property to Manuel A. Torres for a loan of P250,000.00 which was duly annotated as Entry

68139 in TCT 23225. Upon the failure of Maria Veloso to pay Torres, the subject property was

to Torres as the highest bidder in an extrajudicial foreclosure sale.

On 20 July 1978, Maria Veloso executed a Deed of Absolute Assignment of the Right to Redeem

in favor of Manuel Dulay assigning her right to repurchase the subject property from Torres as aresult of the extrajudicial sale. As neither Maria Veloso nor her assignee Manuel Dulay were

able to redeem the subject property within the 1-year statutory period for redemption, Torres

filed an Affidavit of Consolidation of Ownership 13 with the Registry of Deeds of Pasay City and

TCT 24799 was subsequently issued to Torres on 23 April 1979.


5/21

On 1 October 1979, Torres filed a petition for the issuance of a writ of possession against

spouses Veloso and Manuel Dulay. However, when Virgilio Dulay appeared in court to intervene

in said case alleging that Manuel Dulay was never authorized by the corporation to sell or

mortgage the subject property, the trial court ordered Torres to implead the corporation as an

indispensable party but the latter moved for the dismissal of his petition which was granted inan Order dated 8 April 1980.

On 20 June 1980, Torres and Edgardo Pabalan, real estate administrator of Torres, filed an

action against the corporation, Virgilio Dulay and NepomucenoRedovan, a tenant of Dulay

Apartment Unit No. 8-A for the recovery of possession, sum of money and damages with

preliminary injunction in Civil Case 8198-P with the then Court of First Instance of Rizal.

On 21 July 1980, the corporation filed an action against spouses Veloso and Torres for the

cancellation of the Certificate of Sheriff's Sale and TCT 24799 in Civil Case 8278-P with the then

Court of First Instance of Rizal.

On 29 January 1981, Pabalan and Torres filed an action against spouses Florentino and Elvira

Manalastas, a tenant of Dulay Apartment Unit No. 7-B, with the corporation as intervenor for

ejectment in Civil Case 38-81 with the Metropolitan Trial Court of Pasay City which rendered a

decision on 25 April 1985, in favor of Pabalan, et al., ordering the spouses Manalastas and all

persons claiming possession under them to vacate the premises; and to pay the rents in the

sum of P500.00 a month from May 1979 until they shall have vacated the premises with

interest at the legal rate; and to pay attorney's fees in the sum of P2,000.00 and P1,000.00 as

other expenses of litigation and for them to pay the costs of the suit.

Thereafter or on 17 May 1985, the corporation and Virgilio Dulay filed an action against the

presiding judge of the Metropolitan Trial Court of Pasay City, Pabalan and Torres for the

annulment of said decision with the Regional Trial Court of Pasay in Civil Case 2880-P.

Thereafter, the 3 cases were jointly tried and the trial court rendered a decision in favor of

Pabalan and Torres. Not satisfied with said decision, the corporation, et al. appealed to the

Court of Appeals which rendered a decision on 23 October 1989, affirming the trial court

decision. On 8 November 1989, the corporation, et al. filed a Motion for Reconsideration which

was denied on 26 January 1990. The corporation, et al. filed the petition for review on

certiorari. During the pendency of the petition, Torres died on 3 April 1991 as shown in hisdeath certificate and named Torres-Pabalan Realty & Development Corporation as his heir in

his holographic will dated 31 October 1986.

Issue:Whether the sale of the subject property between spouses Veloso and Manuel Dulay has

no binding effect on the corporation as Board Resolution 18 which authorized the sale of the


6/21

subject property was resolved without the approval of all the members of the board of

directors and said Board Resolution was prepared by a person not designated by the

corporation to be its secretary.

Held: Section 101 of the Corporation Code of the Philippines provides that "When board

meeting is unnecessary or improperly held. Unless the by-laws provide otherwise, any action by

the directors of a close corporation without a meeting shall nevertheless be deemed valid if: (1)

Before or after such action is taken, written consent thereto is signed by all the directors; or (2)

All the stockholders have actual or implied knowledge of the action and make no prompt

objection thereto in writing; or (3) The directors are accustomed to take informal action with

the express or implied acquiesce of all the stockholders; or (4) All the directors have express or

implied knowledge of the action in question and none of them makes prompt objection thereto

in writing. If a directors' meeting is held without proper call or notice, an action taken thereinwithin the corporate powers is deemed ratified by a director who failed to attend, unless he

promptly files his written objection with the secretary of the corporation after having

knowledge thereof." Herein, the corporation is classified as a close corporation and

consequently a board resolution authorizing the sale or mortgage of the subject property is

not necessary to bind the corporation for the action of its president . At any rate, a corporate

action taken at a board meeting without proper call or notice in a close corporation is deemed

ratified by the absent director unless the latter promptly files his written objection with the

secretary of the corporation after having knowledge of the meeting which, in this case, Virgilio

Dulay failed to do so.

The corporation's claim that the sale of the subject property by its president, Manuel Dulay, to

spouses Veloso is null and void as the alleged Board Resolution 18 was passed without the

knowledge and consent of the other members of the board of directors cannot be sustained.

Virgilio E. Dulay's protestations of complete innocence to the effect that he never participated

nor was even aware of any meeting or resolution authorizing the mortgage or sale of the

subject premises is difficult to believe. On the contrary, he is very much privy to the

transactions involved. To begin with, he is an incorporator and one of the directors designated

at the time of the organization of Manuel R. Dulay Enterprises, Inc. In ordinary parlance, the

said entity is loosely referred to as a "family corporation." The nomenclature, if imprecise,

however, fairly reflects the cohesiveness of a group and the parochial instincts of the individual

members of such an aggrupation of which Manuel R. Dulay Enterprises, Inc. is typical: four-

fifths of its incorporators being close relatives namely, 3 children and their father whose name

identifies their corporation.


7/21

Besides, the fact that Virgilio Dulay on 24 June 1975 executed an affidavit that he was a

signatory witness to the execution of the post-dated Deed of Absolute Sale of the subject

property in favor of Torres indicates that he was aware of the transaction executed between his

father and Torres and had, therefore, adequate knowledge about the sale of the subject

property to Torres. Consequently, the corporation is liable for the act of Manuel Dulay and thesale of the subject property to Torres by Manuel Dulay is valid and binding. It cannot be

concealed that Manuel R. Dulay as president, treasurer and general manager almost had

absolute control over the business and affairs of the corporation.

The petition is DENIED and the decision appealed from is hereby AFFIRMED.

PASAGUI V. VILLABLANCA (November 10, 1975)

FACTS:

Plaintiffs Calixto Pasagui and Fausta Mosar bought a property in Leyte from Estaquia and

Catalina Bocar for P2,800. Before they could take possession of the property, defendant

spouses Ester T. Villablanca and Zosimo Villablanca took possession of it and harvested from

the coconut plantation thereon. Plaintiffs demanded the return of the property but the

defendants refused.

Plaintiffs filed a case in the CFI but respondents contend that the case is a forcible entry and as

such, CFI has no jurisdiction.

ISSUE:

WON the case is of forcible entry.

HELD:


8/21

In order that an action may be considered as one for forcible entry, it is not only necessary that

the plaintiff should allege his prior physical possession of the property but also that he was

deprived of his possession by any of the means provided in section 1, Rule 70 of the Revised

Rules of Court.

It is true that the execution of the deed of absolute sale in a public instrument is equivalent to

delivery of the land subject of the sale. This presumptive delivery only holds true when there is

no impediment that may prevent the passing of the property from the hands of the vendor into

those of the vendee. It can be negated by the reality that the vendees actually failed to obtain

material possession of the land subject of the sale.

DANGUILAN V. AIC (November 28, 1988)

FACTS:

A residential and farm lot in Cagayan owned by Dominggo Melad were being claimed by

petitioner Felix Danguilan and respondent Apolonia Melad.

Apolonia contends that she acquired the property when Dominggo Melad sold it to her when

she was just three years old in which her mother paid the consideration. She contends that she

just moved out of the farm only when in 1946 Felix Danguilan approached her and asked

permission to cultivate the land and to stay therein.
http://coffeespeak.blogspot.com/2010/10/danguilan-v-aic-november-28-1988.htmlhttp://coffeespeak.blogspot.com/2010/10/danguilan-v-aic-november-28-1988.html


9/21

Dangguilan presented for his part 2 documents to prove his claim that the properties were

given to him by Dominggo Melad through an onerous donation. The onerous part of the

donation includes the taking care of the farm and the arrangement of the burial of Dominggo.

HELD:

The ruling should be in favor of Danguilan. The contention of Apolonia that the deed of

donation is void because it was not made through a public document is of no merit. The deed

was an onerous one and hence, it was not covered by the rule in Article 749 requiring

donations of real properties to be effected through a public instrument. An onerous donation is

effective and valid if it embraces the conditions that the law requires. Since it has been proven

that Danguilan did the conditions in the onerous donation particularly the arrangement of

Dominggos burial, the deed is deemed valid.

On the other hand, the deed of sale made in favor of Apolonia is suspicious. One may well

wonder why the transfer was not made to the mother herself, who was after all the one paying

for the lands. The averment was also made that the contract was simulated and prepared after

Domingo Melad's death in 1945.

Even assuming the validity of the deed of sale, the record shows that the private respondent

did not take possession of the disputed properties and indeed waited until 1962 to file this

action for recovery of the lands from the petitioner. If she did have possession, she transferred

the same to the petitioner in 1946, by her own sworn admission, and moved out to another lot

belonging to her step-brother. In short, she failed to show that she consummated the contract

of sale by actual delivery of the properties to her and her actual possession thereof in concept

of purchaser-owner. Ownership does not pass by mere stipulation but only by delivery.


10/21

PERFECTO DY, JR. petitioner, vs. COURT OF APPEALS, GELAC TRADING INC., and ANTONIO V.

GONZALES, Respondents.

G.R. No. 92989 July 8, 1991

FACTS:

Wilfredo Dy purchased a truck and a farm tractor through LIBRA which was also mortgaged

with the latter, as a security to the loan.

Petitioner, expresses his desire to purchased his brothers tractor in a letter to LIBRA which also

includes his intention to shoulder its mortgaged. LIBRA approved the request. At the time that

Wilfredo Dy executed a deed of absolute sale in favor of petitioner, the tractor and truck were

in the possession of LIBRA for his failure to pay the amortization.

When petitioner finally fulfilled its obligation to pay the tractor, LIBRA would only release the

same only if he would also pay for the truck. In order to fulfill LIBRAs condition, petitioner

convinced his sister to pay for the remaining truck, to which she released a check amounting toP22,000. LIBRA however, insisted that the check must be first cleared before it delivers the

truck and tractor.

Meanwhile, another case penned Gelac Trading Inc vs. Wilfredo Dy was pending in Cebu as a

case to recover for a sum of money (P12,269.80). By a writ of execution the court in Cebu

ordered to seize and levy the tractor which was in the premise of LIBRA, it was sold in a public

auction to which it was purchased by GELAC. The latter then sold the tractor to Antonio

Gonzales.

RTC rendered in favor of petitioner.


11/21

CA dismissed the case, alleging that it still belongs to Wilfredo Dy.

ISSUE:

Whether or not there was a consummated sale between Petitioner and LIBRA?

HELD:

NO.

The payment of the check was actually intended to extinguish the mortgage obligation so that

the tractor could be released to the petitioner. It was never intended nor could it be considered

as payment of the purchase price because the relationship between Libra and the petitioner is

not one of sale but still a mortgage. The clearing or encashment of the check which produced

the effect of payment determined the full payment of the money obligation and the release of

the chattel mortgage. It was not determinative of the consummation of the sale. The

transaction between the brothers is distinct and apart from the transaction between Libra and

the petitioner. The contention, therefore, that the consummation of the sale depended upon

the encashment of the check is untenable.

LEONARDO v. MARAVILLA

GR No. 143369 November 27, 2002

FACTS:

Mariano Torres, predecessor-in-interest of respondents, owns a parcel of land covered

by TCT No. 2355 (34515). The said land was sold by Mariano to Eusebio Roxas but the latter was

not able to register the same due to a legal dispute between Mariano and a certain Francisco

Fernandez. Mariano eventually won that case in 1972.


12/21

Petitioner now buys the lot from Eusebio Roxas and asked that it be registered under his name.

He was not able to do so because the Owners Duplicate Certificate of Title (ODCT) was still in

the hands of respondents and that the Register of Deeds made an affidavit that the original

copy of TCT No. 2355 (34515) could not be retrieved or located in their office. Petitioner files an

adverse claim. On May 1993, the Register of Deeds found the original TCT of the land and

annotated thereon the adverse claim filed by petitioner on May 20, 1993.

Petitioner claims that he is the lawful owner of said land having purchased it from Eusebio

Roxas and having protected his rights through the annotation of adverse claim when the

register of Deeds found the Original TCT. Respondents counter that the action has been barred

by prescription and laches, it being filed only 21 years from the time the right of action has

commenced. Petitioner claims that his action is an accion reivindicatoria which prescribes in 30

years.

ISSUE:

Whether or not petitioners action is barred by prescription and laches.

HELD:

Yes. Petitioners action is actually an action for specific performance. It is a

fundamental principle that ownership does not pass by mere stipulation but by delivery. The

delivery of a thing constitutes a necessary and indispensable requisite for the purpose of

acquiring the ownership of the same by virtue of a contract. The execution of the contract is

only a presumptive, not conclusive delivery which can be rebutted by evidence to the contrary,

as when there is failure on the part of the vendee to take material possession of the land

subject of the sale in the concept of a purchaser-owner.


13/21

Since in this jurisdiction it is a fundamental and elementary principle that ownership does not

pass by mere stipulation but only by delivery, and the execution of a public document does not

constitute sufficient delivery where the property involved is in the actual and adverse

possession of third persons, it becomes incontestable that even if included in the contract, the

ownership of the property in dispute did not pass.

Clearly, the case filed by petitioner was an action for specific performance of a written contract

of sale which, pursuant to Article 1144 of the Civil Code, prescribes in 10 years from the accrual

of the right of action. the annotation on May 20, 1993 of the November 13, 1972 affidavit of

adverse claim on TCT No. 2355 (34515) afforded no protection to petitioner for the same

reason that said belated assertion of his alleged right over the property is barred by

prescription and laches.

Moreover, the affidavit of adverse claim registered by petitioner in 1972 was ineffective. The

law enforced at the time petitioner filed an adverse claim was Section 110 of Act 496, also

known as the Land Registration Act.

Likewise, there is no merit in petitioner's assertion that the prescriptive period should

commence to run only on May 18, 1993 when the original copy of Transfer Certificate of Title

No. 2355 (34515) was retrieved by the Register of Deeds. The loss of the original title will not

prevent petitioners pursuit to enforce his right. Otherwise stated, the recovery of the original

title or the reconstitution thereof is not the only means by which petitioner could protect his

right. Under Article 1155 of the Civil Code - "[t]he prescription of actions is interrupted when

they are filed in court, when there is a written extrajudicial demand by the creditors, and when

there is any written acknowledgement of the debt by the debtor." Petitioner therefore may

pursue either judicial or extrajudicial means manifesting his interest in the questioned property

in order to interrupt the prescriptive period.


14/21

Certainly, petitioners action filed on September 6, 1993 is barred by the 10 year prescriptive

period from the accrual of his alleged right of action on September 29, 1972. In the same vein,

said action is barred by laches having allowed 21 years to lapse before enforcing his alleged

right. Laches is defined as failure or neglect for an unreasonable and unexplained length of

time, to do that which, by exercising due diligence could or should have been done earlier. It is

negligence or omission to assert a right within a reasonable time, warranting presumption that

the party entitled to assert it has abandoned it or has declined to assert it.

P.T. Cerna Corp. vs. CA, G.R. No. 91622. April 6, 1993

Facts:

Both parties, petitioner and private respondent Scheider, claim ownership over the three jaw

crushers. Petitioner anchored its claim of ownership of the first rock crusher on the "Customer's

Copy" dated January 24, 1984 issued in the name of the corporation by Bormaheco., Inc. for

P165,000.00. As to the other two crushers, it presented Invoice No. 601-A, dated March 30,

1984, by International Tractor and Equipment Sales, for the total purchase price of

P222,000.00. All of these purchases were purportedly paid through the corporation checks duly

signed by Noe de la Cerna and Edwin Tiu, its President and Vice-President, respectively.

Petitioner's president alleged further that sometime in late 1983, an agreement was entered

into by private respondent Scheider to quarry stones and crush them for sale to the public; that

he was able to find a suitable land for the quarry and had negotiated for its lease. Private

respondent Scheider, as per agreement, was supposed to be the technical man, and was thus in

possession of said machineries for a complete check-up. However, allegedly, private

respondents Scheider and Bunyi took advantage of their possession and proceeded to organize

their own company, together with Scheider's in-laws and other private persons, to engage in

the quarrying of stones and rocks and without the knowledge of the corporation, using the

litigated rock crushers for said purpose.

Private respondent Scheider, on the other hand, claimed that the three rock crushers were

actually purchased by him and in reality are owned by him. He presented the "Sales

Department Copy" of the same Invoice No. 43984, which was in his name properly

countersigned by Mr. Cervantes, the President of Bormaheco. He also presented a notarized

deed of sale of said rock crushers executed by Bormaheco in his favor and a further certification

by Mr. Cervantes, dated August 3, 1984, stating that the purchaser and owner of said

equipment was Mr. Peter Scheider. For the two rock crushers, he also managed to present a


15/21

notarized deed of sale executed by Mr. Virgil Lundberg in his favor. In connection with this, he

presented a delivery receipt and a certification by Mr. Virgil Lundberg attesting that Mr. Peter

Scheider is the purchaser and owner of the two rock crushers.

Private respondent Scheider, however, admitted that the purchase price of the crushers were

paid for by petitioner, but only to set off outstanding obligations of the same to him due tovarious spare parts sold to petitioner, prior to the dispute, amounting to over P500,000.00.

ISSUE:

Who, as between the claimants, is the rightful owner?

HELD:

The Court rule in favor of private respondent Scheider. The issuance of a sales invoice does not

prove transfer of ownership of the thing sold to the buyer. An invoice is nothing more than a

detailed statement of the nature, quantity and cost of the thing sold and has been considered

not a bill of sale.Thus, petitioner's contention that the issuance of the invoices in its name occurred much earlier

than the execution of the Deeds of Sale between private respondent Scheider and the vendor

corporations, becomes inconsequential. Inasmuch as petitioner's invoices are mere statements

regarding the thing sold, as opposed to private respondent Scheider's Deeds of Sale which are

public documents, petitioner's claim of ownership cannot prosper. The Deeds of Sale, being

notarial documents, are evidence of the facts in clear, unequivocal manner therein expressed.

As such, they have in their favor, the presumption of regularity.

To contradict facts in a notarial document and the presumption of regularity in its favor, the

evidence must be clear, convincing and more than merely preponderant. In civil cases, the

burden of proof rests upon the party who, as determined by the pleadings or the nature of thecase, asserts the affirmative of an issue. In this case, the burden lies on the petitioner, who is

duty bound to prove the allegations in its complaint. As this Court has held, he who alleges a

fact has the burden of proving it and a mere allegation is not evidence. A careful evaluation of

the evidence presented by petitioner reveals its insufficiency to detract from the evidentiary

force of the public instrument which appears on its face, as having been drawn up with all the

formalities prescribed by the law. This leads us to the inescapable conclusion that private

respondent Scheider is the owner of the litigated properties. To hold otherwise would mean

establishing a very dangerous precedent that would open the door to fraud.

Froilan vs. Pan Oriental Shipping

Co:

There is nothing in the law that prohibits the

parties from entering into agreement that violation

of the terms of the contract would cause

cancellation thereof, even without court


16/21

intervention. In other words, it is not always

necessary for the injured party to resort to court

for rescission of the contract.

Froilan vs. Pan Oriental Shipping Co.

September 30, 1954103 PHIL. 473

PARAS, J.:

Nature of the Case: Appeal from an Order of the CFI of

Manila.

FACTS

Defendant Pan Oriental took possession of the vessel

in question after it had been repossessed by the Shipping

Administration and title thereto reacquired by the

government, following the original purchaser, Fernando

Froilans, default in his payment of the unpaid balanceand insurance premiums for the said vessel. Pan Oriental

chartered said vessel and operated the same after it had

repaired the vessel and paid the stipulated initial

payment, thereby exercising its option to purchase,

pursuant to a bareboat charter contract entered between

said company and the Shipping Corporation.

The Cabinet resolved to restore Froilan to his rights

under the original contract of sale on condition that he

shall pay a sum of money upon delivery of the vessel to

him, that he shall continue paying the remaining

installments due, and that he shall assume the expenses

incurred for the repair and by docking of the vessel. Pan

Oriental protested to this restoration of Froilans rights

under the contract of sale, for the reason that when the

vessel was delivered to it, the Shipping Administration

had authority to dispose of said authority to the property,

Froilan having already relinquished whatever rights he

may have thereon. Froilan paid the required cash of P10,

000.00 and as Pan Oriental refused to surrender

possession of the vessel, he filed an action for in the CFI

of Manila to recover possession thereof and have himdeclared the rightful owner of said property.

The Republic of the Philippines was allowed to

intervene in said civil case praying for the possession of

the in order that the chattel mortgage constituted thereon

may be foreclosed.

ISSUE

Whether or not the governments motion to dismiss


17/21

Pan Oriental counterclaims may prosper.

HELD:

Under the circumstances already ad voted to, Pan

Oriental cannot be considered a possessor in bad faith

until after the institution of the instant case. However,

since it is not disputed that said appellant is entitled tothe refund of such expenses with the right to retain the

vessel until he has been reimbursed therefore. As it is by

the corrected acts of defendant and intervenor Republic

of the Philippines that the appellant ha a lien far his

expenses, appellees Froilan, Compania Maratma, and the

Republic of the Philippines are declared liable for the

reimbursement to appellant of its legitimate expenses, as

allowed by law, with legal interest from the time of

disbursement.

Philippine Suburban Dev Corp vs Auditor General

G.R. No. L-19545

Subject: Sales

Doctrine:Constructive or legal delivery

Facts:

On June 8, 1960, at a meeting with the Cabinet, the President of the Philippines, acting on the

reports of the Committee created to survey suitable lots for relocating squatters in Manila and

suburbs, approved in principle the acquisition by the Peoples Homesite and Housing

Corporation of the unoccupied portion of the Sapang Palay Estate in Sta. Maria, Bulacan and of

another area either in Las Pias or Paraaque, Rizal, or Bacoor, Cavite for those who desire to

settle south of Manila. On June 10, 1960, the Board of Directors of the PHHC passed Resolution

No. 700 (Annex C) authorizing the purchase of the unoccupied portion of the Sapang Palay

Estate at P0.45 per square meter subject to the following conditions precedent:


18/21

3. That the President of the Philippines shall first provide the PHHC with the necessary funds to

effect the purchase and development of this property from the proposed P4.5 million bond

issue to be absorbed by the GSIS.

4. That the contract of sale shall first be approved by the Auditor General pursuant to Executive

Order dated February 3, 1959.

On July 13, 1960, the President authorized the floating of bonds under Republic Act Nos. 1000

and 1322 in the amount of P7,500,000.00 to be absorbed by the GSIS, in order to finance the

acquisition by the PHHC of the entire Sapang Palay Estate at a price not to exceed P0.45 per sq.

meter.

On December 29,1960, Petitioner Philippine Suburban Development Corporation, as owner of

the unoccupied portion of the Sapang Palay Estate and the Peoples Homesite and Housing

Corporation, entered into a contract embodied in a public instrument entitled Deed of

Absolute Sale whereby the former conveyed unto the latter the two parcels of land

abovementioned. This was not registered in the Office of the Register of Deeds until March 14,

1961, due to the fact, petitioner claims, that the PHHC could not at once advance the money

needed for registration expenses.

In the meantime, the Auditor General, to whom a copy of the contract had been submitted for

approval in conformity with Executive Order No. 290, expressed objections thereto and

requested a re-examination of the contract, in view of the fact that from 1948 to December 20,


19/21

1960, the entire hacienda was assessed at P131,590.00, and reassessed beginning December

21, 1960 in the greatly increased amount of P4,898,110.00.

It appears that as early as the first week of June, 1960, prior to the signing of the deed by the

parties, the PHHC acquired possession of the property, with the consent of petitioner, to enable

the said PHHC to proceed immediately with the construction of roads in the new settlement

and to resettle the squatters and flood victims in Manila who were rendered homeless by the

floods or ejected from the lots which they were then occupying.

On April 12, 1961, the Provincial Treasurer of Bulacan requested the PHHC to withhold the

amount of P30,099.79 from the purchase price to be paid by it to the Philippine Suburban

Development Corporation. Said amount represented the realty tax due on the property

involved for the calendar year 1961. Petitioner, through the PHHC, paid under protest the

abovementioned amount to the Provincial Treasurer of Bulacan and thereafter, or on June 13,

1961, by letter, requested then Secretary of Finance Dominador Aytona to order a refund of the

amount so paid. Upon recommendation of the Provincial Treasurer of Bulacan, said request

was denied by the Secretary of Finance in a letter-decision dated August 22, 1961.

**Petitioner claimed that it ceased to be the owner of the land in question upon the execution

of the Deed of Absolute Sale on December 29, 1960. It is now claimed in this appeal that the

Auditor General erred in disallowing the refund of the real estate tax in the amount of

P30,460.90 because aside from the presumptive delivery of the property by the execution of

the deed of sale on December 29, 1960, the possession of the property was actually delivered

to the vendee prior to the sale, and, therefore, by the transmission of ownership to the vendee,


20/21

petitioner has ceased to be the owner of the property involved, and, consequently, under no

obligation to pay the real property tax for the year 1961.

**Respondent, however, argues that the presumptive delivery of the property under Article

1498 of the Civil Code does not apply because of the requirement in the contract that the sale

shall first be approved by the Auditor General, pursuant to the Executive Order.

ISSUE: WON there was already a valid transfer of ownership between the parties.

HELD:

Considering the aforementioned approval and authorization by the President of the Philippines

of the specific transaction in question, the prior approval by the Auditor General envisioned by

Administrative Order would therefore, not be necessary.

Under the civil law, delivery (tradition) as a mode of transmission of ownership maybe actual

(real tradition) or constructive (constructive tradition). 2 When the sale of real property is made

in a public instrument, the execution thereof is equivalent to the delivery of the thing object of

the contract, if from the deed the contrary does not appear or cannot clearly be inferred. 3

In other words, there is symbolic delivery of the property subject of the sale by the execution of

the public instrument, unless from the express terms of the instrument, or by clear inference

therefrom, this was not the intention of the parties. Such would be the case, for instance, when

a certain date is fixed for the purchaser to take possession of the property subject of the

conveyance, or where, in case of sale by installments, it is stipulated that until the last

installment is made, the title to the property should remain with the vendor, or when the

vendor reserves the right to use and enjoy the properties until the gathering of the pending


21/21

crops, or where the vendor has no control over the thing sold at the moment of the sale, and,

therefore, its material delivery could not have been made.

In the case at bar, there is no question that the vendor had actually placed the vendee in

possession and control over the thing sold, even before the date of the sale. The condition that

petitioner should first register the deed of sale and secure a new title in the name of the

vendee before the latter shall pay the balance of the purchase price, did not preclude the

transmission of ownership. In the absence of an express stipulation to the contrary, the

payment of the purchase price of the good is not a condition, precedent to the transfer of title

to the buyer, but title passes by the delivery of the goods.

WHEREFORE,the appealed decision is hereby reversed, and the real property tax paid under

protest to the Provincial Treasurer of Bulacan by petitioner Philippine Suburban Development

Corporation, in the amount of P30,460,90, is hereby ordered refunded. Without any

pronouncement as to costs.

3y1s sales m 11-25 digest missing

Documents

addison vs felix

plaintiff addison

control ofthe vendor

right of possession

ofthe parcels of land

contract of sale

defendant marciana felix

public instrument