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Heirs of Juan San Andres vs. Rodriguez

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Heirs of Juan San Andres vs.

Rodriguez
Juan San Andres sold a portion of his property to Rodriguez as evidenced by a Deed of Sale. Upon his death
Ramon San Andres was appointed as administrator of the property. He hired a land surveyor and found that
Rodriguez enlarged the property he bought from late Juan. Ramon demanded form the Rodriguez to vacate the
portion allegedly occupied but the latter refused hence the present action.
Rodriguez said that the excess portion was also sold to him by late Juan the following day after the first sale. He
argued that the full payment of the whole sold lot would be effected within five years from the execution of the
formal deed of sale after a survey of the property is conducted, as evidenced by a receipt of sale. The balance of
the purchase price was consigned.
RTC ruled in favor of petitioner while CA reversed the ruling. In SC petitioner argued that there is no certain
object of the contract of sale as the lot was not described with sufficiency that there should be another contract
to finally ascertain the identity.
SC: Petition has no merit. The contract of sale has the following elements: 1. consent or meeting of the minds,
2. determinate subject matter, 3. price certain in money.
There is no dispute that Rodriguez purchased a potion of Lot 1914-B consisting of 345 square meters. The said
portion is located at the middle of the lot. Since the lot subsequently sold is said to adjoined the previously paid
lot, the subject is capable of being determined without the need of another contract.
However, there is a need to clarify what CA said is a conditional sale. CA considered as a condition the
stipulation of the parties that the full consideration, based on a survey of the lot, would be due and payable
within 5 years from the execution of the formal deed of sale.
It is evident in the stipulation in the receipt that the vendor late Juan sold the lot to Rodriguez and undertook the
transfer of ownership without any qualification, reservation or condition.
In can be gainsaid from the facts that the contract of sale is absolute, and not conditional. There is no
reservation of ownership nor stipulation providing for a unilateral rescission by either party. In fact the sale was
consummated upon the delivery of the lot to Rodriguez. Art.1477 provides that the ownership of the thing sold
shall be transferred to the vendee upon the actual or constructive deliver thereof.
The stipulation that the payment of the full consideration based on a survey shall be due and payable in 5 years
from the execution of the formal deed of sale is not a condition which affects the efficacy of contract.
CA decision is AFFIIRMED.

G.R. No. 135634 May 31, 2000


HEIRS OF JUAN SAN ANDRES (VICTOR S. ZIGA) and SALVACION S. TRIA, petitioners,
vs.
VICENTE RODRIGUEZ, respondent.

MENDOZA, J.:
This is a petition for review on certiorari of the decision of the Court of Appeals 1 reversing the decision of the
Regional Trial Court, Naga City, Branch 19, in Civil Case No. 87-1335, as well as the appellate court's
resolution denying reconsideration.
The antecedent facts are as follows:
Juan San Andres was the registered owner of Lot No. 1914-B-2 situated in Liboton, Naga City. On September
28, 1964, he sold a portion thereof, consisting of 345 square meters, to respondent Vicente S. Rodriguez for
P2,415.00. The sale is evidenced by a Deed of Sale. 2
Upon the death of Juan San Andres on May 5, 1965, Ramon San Andres was appointed judicial administrator of
the decedent's estate in Special Proceedings No. R-21, RTC, Branch 19, Naga City. Ramon San Andres engaged
the services of a geodetic engineer, Jose Peero, to prepare a consolidated plan (Exh. A) of the estate. Engineer
Peero also prepared a sketch plan of the 345-square meter lot sold to respondent. From the result of the survey,
it was found that respondent had enlarged the area which he purchased from the late Juan San Andres by 509
square meters. 3
Accordingly, the judicial administrator sent a letter, 4 dated July 27, 1987, to respondent demanding that the
latter vacate the portion allegedly encroached by him. However, respondent refused to do so, claiming he had
purchased the same from the late Juan San Andres. Thereafter, on November 24, 1987, the judicial administrator
brought an action, in behalf of the estate of Juan San Andres, for recovery of possession of the 509-square meter
lot.
In his Re-amended Answer filed on February 6, 1989, respondent alleged that apart from the 345-square meter
lot which had been sold to him by Juan San Andres on September 28, 1964, the latter likewise sold to him the
following day the remaining portion of the lot consisting of 509 square meters, with both parties treating the
two lots as one whole parcel with a total area of 854 square meters. Respondent alleged that the full payment of
the 509-square meter lot would be effected within five (5) years from the execution of a formal deed of sale
after a survey is conducted over said property. He further alleged that with the consent of the former owner,
Juan San Andres, he took possession of the same and introduced improvements thereon as early as 1964.
As proof of the sale to him of 509 square meters, respondent attached to his answer a receipt (Exh. 2) 5 signed
by the late Juan San Andres, which reads in full as follows:
Received from Vicente Rodriguez the sum of Five Hundred (P500.00) Pesos representing an
advance payment for a residential lot adjoining his previously paid lot on three sides excepting
on the frontage with the agreed price of Fifteen (15.00) Pesos per square meter and the payment
of the full consideration based on a survey shall be due and payable in five (5) years period from

the execution of the formal deed of sale; and it is agreed that the expenses of survey and its
approval by the Bureau of Lands shall be borne by Mr. Rodriguez.
Respondent also attached to his answer a letter of judicial administrator Ramon San Andres (Exh. 3), 6asking
payment of the balance of the purchase price. The letter reads:
Respondent deposited in court the balance of the purchase price amounting to P7,035.00 for the aforesaid 509square meter lot.
While the proceedings were pending, judicial administrator Ramon San Andres died and was substituted by his
son Ricardo San Andres. On the other band, respondent Vicente Rodriguez died on August 15, 1989 and was
substituted by his heirs. 7
Petitioner, as plaintiff, presented two witnesses. The first witness, Engr. Jose Peero, 8 testified that based on his
survey conducted sometime between 1982 and 1985, respondent had enlarged the area which he purchased from
the late Juan San Andres by 509 square meters belonging to the latter's estate. According to Peero, the titled
property (Exh. A-5) of respondent was enclosed with a fence with metal holes and barbed wire, while the
expanded area was fenced with barbed wire and bamboo and light materials.
The second witness, Ricardo San Andres, 9 administrator of the estate, testified that respondent had not filed any
claim before Special Proceedings No. R-21 and denied knowledge of Exhibits 2 and 3. However, he recognized
the signature in Exhibit 3 as similar to that of the former administrator, Ramon San Andres. Finally, he declared
that the expanded portion occupied by the family of respondent is now enclosed with barbed wire fence unlike
before where it was found without fence.
On the other hand, Bibiana B. Rodriguez, 10 widow of respondent Vicente Rodriguez, testified that they had
purchased the subject lot from Juan San Andres, who was their compadre, on September 29, 1964, at P15.00 per
square meter. According to her, they gave P500.00 to the late Juan San Andres who later affixed his signature to
Exhibit 2. She added that on March 30, 1966; Ramon San Andres wrote them a letter asking for P300.00 as
partial payment for the subject lot, but they were able to give him only P100.00. She added that they had paid
the total purchase price of P7,035.00 on November 21, 1988 by depositing it in court. Bibiana B. Rodriquez
stated that they had been in possession of the 509-square meter lot since 1964 when the late Juan San Andres
signed the receipt. (Exh. 2) Lastly, she testified that they did not know at that time the exact area sold to them
because they were told that the same would be known after the survey of the subject lot.
On September 20, 1994, the trial court 11 rendered judgment in favor of petitioner. It ruled that there was no
contract of sale to speak of for lack of a valid object because there was no sufficient indication in Exhibit 2 to
identify the property subject of the sale, hence, the need to execute a new contract.
Respondent appealed to the Court of Appeals, which on April 21, 1998 rendered a decision reversing the
decision of the trial court. The appellate court held that the object of the contract was determinable, and that
there was a conditional sale with the balance of the purchase price payable within five years from the execution
of the deed of sale. The dispositive portion of its decision's reads:
IN VIEW OF ALL THE FOREGOING, the judgment appealed from is hereby REVERSED and
SET ASIDE and a new one entered DISMISSING the complaint and rendering judgment against
the plaintiff-appellee:

1. to accept the P7,035.00 representing the balance of the purchase price of the portion and
which is deposited in court under Official Receipt No. 105754 (page 122, Records);
2. to execute the formal deed of sale over the said 509 square meter portion of Lot 1914-B-2 in
favor of appellant Vicente Rodriguez;
3. to pay the defendant-appellant the amount of P50,000.00 as damages and P10,000.00
attorney's fees as stipulated by them during the trial of this case; and
4. to pay the costs of the suit.
SO ORDERED.
Hence, this petition. Petitioner assigns the following errors as having been allegedly committed by the trial
court:
I. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT THE
DOCUMENT (EXHIBIT "2") IS A CONTRACT TO SELL DESPITE ITS
LACKING ONE OF THE ESSENTIAL ELEMENTS OF A CONTRACT,
NAMELY, OBJECT CERTAIN AND SUFFICIENTLY DESCRIBED.
II. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT
PETITIONER IS OBLIGED TO HONOR THE PURPORTED CONTRACT TO
SELL DESPITE NON-FULFILLMENT BY RESPONDENT OF THE
CONDITION THEREIN OF PAYMENT OF THE BALANCE OF THE
PURCHASE PRICE.
III. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT
CONSIGNATION WAS VALID DESPITE NON-COMPLIANCE WITH THE
MANDATORY REQUIREMENTS THEREOF.
IV. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT LACHES
AND PRESCRIPTION DO NOT APPLY TO RESPONDENT WHO SOUGHT
INDIRECTLY TO ENFORCE THE PURPORTED CONTRACT AFTER THE
LAPSE OF 24 YEARS.
The petition has no merit.
First. Art. 1458 of the Civil Code provides:
By the contract of sale one of the contracting parties obligates himself to transfer the ownership
of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its
equivalent.
A contract of sale may be absolute or conditional.
As thus defined, the essential elements of sale are the following:

a) Consent or meeting of the minds, that is, consent to transfer ownership in exchange for the
price;
b) Determinate subject matter; and,
c) Price certain in money or its equivalent. 12
As shown in the receipt, dated September 29, 1964, the late Juan San Andres received P500.00 from respondent
as "advance payment for the residential lot adjoining his previously paid lot on three sides excepting on the
frontage; the agreed purchase price was P15.00 per square meter; and the full amount of the purchase price was
to be based on the results of a survey and would be due and payable in five (5) years from the execution of a
deed of sale.
Petitioner contends, however, that the "property subject of the sale was not described with sufficient certainty
such that there is a necessity of another agreement between the parties to finally ascertain the identity; size and
purchase price of the property which is the object of the alleged sale." 1 He argues that the "quantity of the
object is not determinate as in fact a survey is needed to determine its exact size and the full purchase price
therefor" 14 In support of his contention, petitioner cites the following provisions of the Civil Code:
Art. 1349. The object of every contract must be determinate as to its kind. The fact that the
quantity is not determinable shall not be an obstacle to the existence of a contract, provided it is
possible to determine the same without the need of a new contract between the parties.
Art. 1460. . . . The requisite that a thing be determinate is satisfied if at the time the contract is
entered into, the thing is capable of being made determinate without the necessity of a new and
further agreement between the parties.
Petitioner's contention is without merit. There is no dispute that respondent purchased a portion of Lot 1914-B-2
consisting of 345 square meters. This portion is located in the middle of Lot 1914-B-2, which has a total area of
854 square meters, and is clearly what was referred to in the receipt as the "previously paid lot." Since the lot
subsequently sold to respondent is said to adjoin the "previously paid lot" on three sides thereof, the subject lot
is capable of being determined without the need of any new contract. The fact that the exact area of these
adjoining residential lots is subject to the result of a survey does not detract from the fact that they are
determinate or determinable. As the Court of Appeals explained: 15
Concomitantly, the object of the sale is certain and determinate. Under Article 1460 of the New
Civil Code, a thing sold is determinate if at the time the contract is entered into, the thing is
capable of being determinate without necessity of a new or further agreement between the
parties. Here, this definition finds realization.
Appellee's Exhibit "A" (page 4, Records) affirmingly shows that the original 345 sq. m. portion
earlier sold lies at the middle of Lot 1914-B-2 surrounded by the remaining portion of the said
Lot 1914-B-2 on three (3) sides, in the east, in the west and in the north. The northern boundary
is a 12 meter road. Conclusively, therefore, this is the only remaining 509 sq. m. portion of Lot
1914-B-2 surrounding the 345 sq. m. lot initially purchased by Rodriguez. It is quite difined,
determinate and certain. Withal, this is the same portion adjunctively occupied and possessed by
Rodriguez since September 29, 1964, unperturbed by anyone for over twenty (20) years until
appellee instituted this suit.

Thus, all of the essential elements of a contract of sale are present, i.e., that there was a meeting of the minds
between the parties, by virtue of which the late Juan San Andres undertook to transfer ownership of and to
deliver a determinate thing for a price certain in money. As Art. 1475 of the Civil Code provides:
The contract of sale is perfected at the moment there is a meeting of minds upon the thing which
is the object of the contract and upon the price. . . .
That the contract of sale is perfected was confirmed by the former administrator of the estates, Ramon San
Andres, who wrote a letter to respondent on March 30, 1966 asking for P300.00 as partial payment for the
subject lot. As the Court of Appeals observed:
Without any doubt, the receipt profoundly speaks of a meeting of the mind between San Andres
and Rodriguez for the sale of the property adjoining the 345 square meter portion previously sold
to Rodriguez on its three (3) sides excepting the frontage. The price is certain, which is P15.00
per square meter. Evidently, this is a perfected contract of sale on a deferred payment of the
purchase price. All the pre-requisite elements for a valid purchase transaction are present. Sale
does not require any formal document for its existence and validity. And delivery of possession
of land sold is a consummation of the sale (Galar vs. Husain, 20 SCRA 186 [1967]). A private
deed of sale is a valid contract between the parties (Carbonell v. CA, 69 SCRA 99 [1976]).
In the same vein, after the late Juan R. San Andres received the P500.00 downpayment on March
30, 1966, Ramon R. San Andres wrote a letter to Rodriguez and received from Rodriguez the
amount of P100.00 (although P300.00 was being requested) deductible from the purchase price
of the subject portion. Enrique del Castillo, Ramon's authorized agent, correspondingly signed
the receipt for the P100.00. Surely, this is explicitly a veritable proof of he sale over the
remaining portion of Lot 1914-B-2 and a confirmation by Ramon San Andres of the existence
thereof. 16
There is a need, however, to clarify what the Court of Appeals said is a conditional contract of sale. Apparently,
the appellate court considered as a "condition" the stipulation of the parties that the full consideration, based on
a survey of the lot, would be due and payable within five (5) years from the execution of a formal deed of sale.
It is evident from the stipulations in the receipt that the vendor Juan San Andres sold the residential lot in
question to respondent and undertook to transfer the ownership thereof to respondent without any qualification,
reservation or condition. In Ang Yu Asuncion v. Court of Appeals, 17 we held:
In Dignos v. Court of Appeals (158 SCRA 375), we have said that, although denominated a
"Deed of Conditional Sale," a sale is still absolute where the contract is devoid of
any proviso that title is reserved or the right to unilaterally rescind is stipulated, e.g., until or
unless the price is paid. Ownership will then be transferred to the buyer upon actual or
constructive delivery (e.g., by the execution of a public document) of the property sold. Where
the condition is imposed upon the perfection of the contract itself, the failure of the condition
would prevent such perfection. If the condition is imposed on the obligation of a party which is
not fulfilled, the other party may either waive the condition or refuse to proceed with the sale.
(Art. 1545, Civil Code).
Thus, in. one case, when the sellers declared in a "Receipt of Down Payment" that they received an amount as
purchase price for a house and lot without any reservation of title until full payment of the entire purchase price,

the implication was that they sold their property. 18 In People's Industrial Commercial Corporation v. Court of
Appeals,19 it was stated:
A deed of sale is considered absolute in nature where there is neither a stipulation in the deed that
title to the property sold is reserved in the seller until full payment of the price, nor one giving
the vendor the right to unilaterally resolve the contract the moment the buyer fails to pay within a
fixed period.
Applying these principles to this case, it cannot be gainsaid that the contract of sale between the parties is
absolute, not conditional. There is no reservation of ownership nor a stipulation providing for a unilateral
rescission by either party. In fact, the sale was consummated upon the delivery of the lot to respondent. 20 Thus,
Art. 1477 provides that the ownership of the thing sold shall be transferred to the vendee upon the actual or
constructive delivery thereof.
The stipulation that the "payment of the full consideration based on a survey shall be due and payable in five (5)
years from the execution of a formal deed of sale" is not a condition which affects the efficacy of the contract of
sale. It merely provides the manner by which the full consideration is to be computed and the time within which
the same is to be paid. But it does not affect in any manner the effectivity of the contract. Consequently, the
contention that the absence of a formal deed of sale stipulated in the receipt prevents the happening of a sale has
no merit.
Second. With respect to the contention that the Court of Appeals erred in upholding the validity of a
consignation of P7,035.00 representing the balance of the purchase price of the lot, nowhere in the decision of
the appellate court is there any mention of consignation. Under Art. 1257 of this Civil Code, consignation is
proper only in cases where an existing obligation is due. In this case, however, the contracting parties agreed
that full payment of purchase price shall be due and payable within five (5) years from the execution of a formal
deed of sale. At the time respondent deposited the amount of P7,035.00 in the court, no formal deed of sale had
yet been executed by the parties, and, therefore, the five-year period during which the purchase price should be
paid had not commenced. In short, the purchase price was not yet due and payable.
This is not to say, however, that the deposit of the purchase price in the court is erroneous. The Court of Appeals
correctly ordered the execution of a deed of sale and petitioners to accept the amount deposited by respondent.
Third. The claim of petitioners that the price of P7,035.00 is iniquitous is untenable. The amount is based on the
agreement of the parties as evidenced by the receipt (Exh. 2). Time and again, we have stressed the rule that a
contract is the law between the parties, and courts have no choice but to enforce such contract so long as they
are not contrary to law, morals, good customs or public policy. Otherwise, court would be interfering with the
freedom of contract of the parties. Simply put, courts cannot stipulate for the parties nor amend the latter's
agreement, for to do so would be to alter the real intentions of the contracting parties when the contrary function
of courts is to give force and effect to the intentions of the parties.
Fourth. Finally, petitioners argue that respondent is barred by prescription and laches from enforcing the
contract. This contention is likewise untenable. The contract of sale in this case is perfected, and the delivery of
the subject lot to respondent effectively transferred ownership to him. For this reason, respondent seeks to
comply with his obligation to pay the full purchase price, but because the deed of sale is yet to be executed, he
deemed it appropriate to deposit the balance of the purchase price in court. Accordingly, Art. 1144 of the Civil
Code has no application to the instant case. 21 Considering that a survey of the lot has already been conducted

and approved by the Bureau of Lands, respondent's heirs, assign or successors-in-interest should reimburse the
expenses incurred by herein petitioners, pursuant to the provisions of the contract.
WHEREFORE, the decision of the Court of Appeals is AFFIRMED with the modification that respondent is
ORDERED to reimburse petitioners for the expenses of the survey.
SO ORDERED.

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