1.
Distinguish between a conditional sale, on the one hand, and an absolute sale, on the
other hand.
a. SUGGESTED ANSWER:
A CONDITIONAL SALE is one where the vendor is granted the right to unilaterally rescind the
contract predicated on the fulfillment or non-fulfillment, as the case may be, of the prescribed
condition. An ABSOLUTE SALE is one where the title to the property is not reserved to the
vendor or if the vendor is not granted the right to rescind the contract based on the fulfillment or
non- fulfillment, as the case may be, of the prescribed condition.
2. A granted B the exclusive right to sell his brand of Maong pants in Isabela, the price
of his merchandise payable within 60 days from delivery, and promising B a
commission of 20% on all sales. After the delivery of the merchandise to B but before he
could sell any of them, B’s store in Isabela was completely burned without his fault,
together with all of A’s pants. Must B pay A for his lost pants? Why?
a. SUGGESTED ANSWER:
The contract between A and B is a sale not an agency to sell because the price is payable by
B upon 60 days from delivery even if B is unable to resell it. If B were an agent, he is not
bound to pay the price if he is unable to resell it.
As a buyer, ownership passed to B upon delivery and, under Art. 1504 of the Civil Code, the
thing perishes for the owner. Hence, B must still pay the price.
3. Spouses Biong and Linda wanted to sell their house. They found a prospective buyer,
Ray. Linda negotiated with Ray for the sale of the property. They agreed on a fair price
of P2 Million. Ray sent Linda a letter confirming his intention to buy the property.
Later, another couple, Bernie and Elena, offered a similar house at a lower price of P
1.5 Million. But Ray insisted on buying the house of Biong and
Linda for sentimental reasons. Ray prepared a deed of sale to be signed by the couple and a
manager’s check for P2 Million. After receiving the P2 Million, Biong signed the deed of sale.
However, Linda was not able to sign it because she was abroad. On her return, she refused to
sign the document saying she changed her mind. Linda filed suit for nullification of the deed
of sale and for moral and exemplary damages against Ray.
Will the suit prosper? Explain.
ANSWER:
No, the suit will not prosper. The contract of sale was perfected when Linda and Ray
agreed on the object of the sale and the price [Art. 1475, New Civil Code]. The consent of Linda
has already been given, as shown by her agreement to the price of the sale. There is therefore
consent on her part as the consent need not be given in any specific form. Hence, her consent
may be given by implication, especially since she was aware of, and participated in the sale of
the property (Pelayo v. CA, G.R. No. 141323, June 8, 2005). Her action for moral and
exemplary damages will also not prosper because the case does not fall under any of those
mentioned in Art. 2219 and 2232 of the Civil Code.
4. Arturo gave Richard a receipt which states:
Receipt
Received from Richard as down payment for my 1995
Toyota Corolla with plate No. XYZ-1 23………….. P50.000.00
Balance payable: 12/30/01…….. P50 000.00
September 15, 2001.
(Sgd.) Arturo
Does this receipt evidence a contract to sell? Why?
SUGGESTED ANSWER:
It is a contract of sale because the seller did not reserve ownership until he was fully paid.
5. State the basic difference (only in their legal effects) between a contract to sell, on
the one hand, and a contract of sale, on the other.
ANSWER: In a CONTRACT OF SALE, ownership is transferred to the buyer upon delivery of
the object to him while in a CONTRACT TO SELL, ownership is retained by the seller until the
purchase price is fully paid. In a contract to sell, delivery of the object does not confer ownership
upon the buyer. In a contract of sale, there is only one contract executed between the seller and
the buyer, while in a contract to sell, there are two contracts, first the contract to sell (which
is a conditional or preparatory sale) and a second, the final deed of sale or the principal
contract which is executed after full payment of the purchase price.
6. On June 15, 1995, Jesus sold a parcel of registered land to Jaime. On June 30, 1995, he
sold the same land to Jose. Who has a better right if:
a) the first sale is registered ahead of the second sale, with knowledge of the latter. Why?
b) the second sale is registered ahead of the first sale, with knowledge of the latter? Why?
SUGGESTED ANSWER:
(a) The first buyer has the better right if his sale was first to be registered, even though the first
buyer knew of the second sale. The fact that he knew of the second sale at the time of his
registration does not make him as acting in bad faith because the sale to him was ahead in time,
hence, has a priority in right. What creates bad faith in the case of double sale of land is
knowledge of a previous sale.
b) The first buyer is still to be preferred, where the second sale is registered ahead of the first sale
but with knowledge of the latter. This is because the second buyer, who at the time he
registered his sale knew that the property had already been sold to someone else, acted
in bad faith. (Article 1544, C.C.)
7. JV, owner of a parcel of land, sold it to PP. But the deed of sale was not registered.
One year later, JV sold the parcel again to RR, who succeeded to register the deed and to obtain
a transfer certificate of title over the property in his own name.
Who has a better right over the parcel of land, RR or PP? Why? Explain the legal basis for your
answer.
SUGGESTED ANSWER:
It depends on whether or not RR is an innocent purchaser for
value. Under the Torrens System, a deed or instrument operated only as a contract between the
parties and as evidence of authority to the Register of Deeds to make the registration. It is the
registration of the deed or the instrument that is the operative act that conveys or affects the land.
(Sec. 51, P.D. No. 1529).
In cases of double sale of titled land, it is a well-settled rule that the buyer who first registers
the sale in good faith acquires a better right to the land. (Art. 1544, Civil Code).
Persons dealing with property covered by Torrens title are not required to go beyond what
appears on its face. (Orquiola v. CA 386 SCRA 301, [2002]; Domingo v. Races, 401 SCRA
197, [2003]). Thus, absent any showing that RR knew about, or ought to have known the prior
sale of the land to PP or that he acted in bad faith, and being first to register the sale, RR
acquired a good and a clean title to the property as against PP.
8. Priscilla purchased a condominium unit in Makati City from the Citiland Corporation
for a price of P10 Million, payable P3 Million down and the balance with interest thereon
at 14% per annum payable in sixty (60) equal monthly installments of P198,333.33. They
executed a Deed of Conditional Sale in which it is stipulated that should the vendee fail to pay
three (3) successive installments, the sale shall be deemed automatically rescinded
without the necessity of judicial action and all payments made by the vendee shall be forfeited
in favor of the vendor by way of rental for the use and occupancy of the unit and as
liquidated damages. For 46 months, Priscilla paid the monthly installments religiously, but on the
47th and 48th months, she failed to pay. On the 49th month, she tried to pay the installments due
but the vendor refused to receive the payments tendered by her. The following month, the vendor
sent her a notice that it was rescinding the Deed of Conditional Sale pursuant to the stipulation
for automatic rescission, and demanded that she vacate the premises. She replied that the
contract cannot be rescinded without judicial demand or notarial act pursuant to Article 1592
of the Civil Code.
a) Is Article 1592 applicable?
b) Can the vendor rescind the contract?
SUGGESTED ANSWER:
a) Article 1592 of the Civil Code does not apply to a conditional sale.
In Valarao v. CA, 304 SCRA 155, the Supreme Court held that Article 1592 applies only to a
contract of sale and not to a Deed of Conditional Sale where the seller has reserved title to
the property until full payment of the purchase price. The law applicable is the Maceda Law.
b) No, the vendor cannot rescind the contract under the circumstances. Under the Maceda
Law, which is the law applicable, the seller on installment may not rescind the contract till after
the lapse of the mandatory grace period
of 30 days for every one year of installment payments, and only after 30 days from notice of
cancellation or demand for rescission by a notarial act. In this case, the refusal of the seller to
accept payment from the buyer on the 49th month was not justified because the buyer was
entitled to 60 days grace period and the payment was tendered within that period. Moreover, the
notice of rescission served by the seller on the buyer was not effective because the notice was not
by a notarial act. Besides, the seller may still pay within 30 days from such notarial notice before
rescission may be effected. All these requirements for a valid rescission were not complied with
by the seller. Hence, the rescission is invalid.
9. Explain the nature of an option contract.
SUGGESTED ANSWER:
An OPTION CONTRACT is one granting a privilege to buy or sell within an agreed time and at
a determined price. It must be supported by a consideration distinct from the price. (Art. 1479
and 1482, NCC)
10. LT applied with BPI to purchase a house and lot in Quezon City, one of its acquired
assets. The amount offered was P1,000,000.00 payabale, as follows: P200,000.00 down
payment, the balance of P800,000.00 payable within 90 days from June 1, 1985. BPI accepted
the offer, whereupon LT drew a check for P200,000.00 in favor of BPI which the latter thereafter
deposited in its account. On September
5, 1985, LT wrote BPI requesting extension until October 10, 1985 within which to pay the
balance, to which BPI agreed. On October 5, 1985, due to the expected delay in the remittance of
the needed amount by his financier from the United States, LT wrote BPI requesting a last
extension until October 30, 1985, within which to pay the balance. BPI denied LTs request
because another had offered to buy the same property for P1,500,000.00. BPI cancelled its
agreement with LT and offered to return to him the amount of P200,000.00 that LT had paid to
it. On October 20, 1985, upon receipt of the amount of P800,000.00 from his US financier, LT
offered to pay the amount by tendering a cashier’s check therefor but which BPI refused to
accept. LT then filed a complaint against BPI in the RTC for specific performance and
deposited in court the amount of P800,000.00. Is BPI legally correct in canceling its contract
with LT?
SUGGESTED ANSWER:
BPI is not correct in canceling the contract with LT.
In Lina Topacio v Court of Appeals and BPI Investment (G.R. No. 102606, July 3, 1993,
211 SCRA 291) the Supreme Court held that the earnest money is part of the purchase price and
is proof of the perfection of the contract. Secondly, notarial or judicial rescission under Art. 1592
and 1991 of the Civil Code is necessary (Taguba v. de Leon, 132 SCRA 722.)
11. Bert offers to buy Simeon’s property under the following terms and conditions: P1
million purchase price, 10% option money, the balance payable in cash upon the clearance of the
property of all illegal occupants. The option money is promptly paid and Simeon clears the
property of illegal occupants in no time at all. However, when Bert tenders payment of the
balance and ask Simeon for the deed for absolute sale, Simeon suddenly has a change of heart,
claiming that the deal is disadvantageous to him as he has found out that the property can fetch
three time the agreed purchase price. Bert seeks specific performance but Simeon contends that
he has merely given Bert an option to buy and nothing more, and offers to return the option
money which Bert refuses to accept.
B. Will Bert’s action for specific performance prosper? Explain.
C. May Simeon justify his refusal to proceed with the sale by the fact that the deal is
financially disadvantageous to him? Explain.
SUGGESTED ANSWER:
B. Bert’s action for specific performance will prosper because there was a binding agreement
of sale, not just an option contract. The sale was perfected upon acceptance by Simeon of 10% of
the agreed price. This amount is in really earnest money which, under Art. 1482, “shall be
considered as part of the price and as proof of the perfection of the
contract.” (Topacio v. CA, 211 SCRA 291 [1992]; Villongco Realty v. Bormaheco, 65 SCRA
352 [1975]).
C. Simeon cannot justify his refusal to proceed with the sale by the fact that the
deal is financially disadvantageous to him. Having made a bad bargain is not a legal ground
for pulling out a biding contract of sale, in the absence of some actionable wrong by the other
party (Vales v.Villa, 35 Phi l769 [1916]), and no such wrong has been committed by Bert.
