S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 1

2B 2010-2011
PRINCIPLE/ DOCTRINE CASE TITLE CASE DETAILS
Contract of Sale
That which where one o the contracting
!arties o"ligates hi#sel to transer the
ownershi! o and to deliver a
deter#inate thing$ and to !a% there a
!rice certain in #one% or its e&uivalent'
((rt' 1)*+)
( contract o sale #a% either "e:
1' Absolute , one where the title to the
!ro!ert% is not reserved to the vendor
or i the vendor is not granted the right
to rescind the contract "ased on the
ulil#ent or non-ulil#ent$ as the case
#a% "e$ o the !rescri"ed condition'

2' Conditional , one where the vendor is
granted the right to unilaterall% rescind
the contract !redicated on the
ulil#ent or non-ulil#ent$ as the case
#a% "e$ o the !rescri"ed condition'
Dignos vs. CA Facts: The Dignos s!ouses owned a !arcel o land$ which was sold to !lainti-
a!!ellant -a"il or the su# o .2+$000 !a%a"le in two install#ents' /eanwhile$
the Dignos s!ouses sold the sa#e land to Ca"igas s!ouses' (s the Dignos
s!ouses reused to acce!t the second !a%#ent and u!on discover% o the
second sale$ -a"il "rought this suit'
.etitioners contend that the Deed o Sale is a #ere contract to sell and not an
a"solute sale0 that the sa#e is su"1ect to two !ositive conditions' 2t is urther
contended that in said contract$ title or ownershi! over the !ro!ert% was
e3!ressl% reserved in the vendor until the sus!ensive condition o ull and
!unctual !a%#ent o the "alance o the !urchase !rice shall have "een #et'
Thus$ there is no actual sale until ull !a%#ent is #ade'
Issue: 456 the contract is a Deed o ("solute Sale or a Contract to Sell'
Rulin: The contract is a Deed o ("solute Sale' ( Deed o Sale is a"solute in
nature although deno#inated as a 7Deed o Conditional Sale8 where nowhere in
the contract in &uestion is a !roviso or sti!ulation to the eect that title to the
!ro!ert% sold is reserved in the vendor until ull !a%#ent o the !urchase !rice$
nor is there a sti!ulation giving the vendor the right to unilaterall% rescind the
contract the #o#ent the vendee ails to !a% within a i3ed !eriod'
Ob!ect of Contract of Sale
Thing #ust "e licit0 and
9awul$ i'e'$ within the
co##erce o #an
Things #a% "e licit:
a' Per se (o its nature)
"' Per accidens (#ade illegal
"% !ossession o the law)
The vendor #ust have a right to
transer the ownershi! thereo at the
ti#e it is delivered' ((rt' 1)*:)
Artates Pojas vs.
Urbi, Et. Al.
Facts: S!ouses (rtates and .o1as sought the annul#ent o the e3ecution o a
ho#estead issued and dul% registered in their na#es' ( !u"lic sale was #ade to
satis% a 1udg#ent against (rtates$ which a#ount was awarded to ;r"i or
!h%sical in1uries' .lainti s!ouses alleged that said sale violated the !rovision o
the .u"lic 9and 9aw e3e#!ting said !ro!ert% ro# e3ecution ro# an% de"t
contracted within the ive-%ear !eriod ro# the date o the issuance o the
!atent'
Issue: 456 the e3ecution sale is valid'
Rulin: The e3ecution sale is null and void' (s thus !rescri"ed "% law$ or a
!eriod o ive %ears ro# the date o the govern#ent grant$ lands ac&uired "%
ree or ho#estead !atent shall not onl% "e inca!a"le o "eing encu#"ered or
alienated in avour o the govern#ent itsel or an% o its institutions or o dul%
constituted "an<ing cor!orations$ "ut also$ the% shall not "e lia"le to the
satisaction o an% de"t contracted within the said !eriod$ whether or not the
inde"tedness shall #ature during or ater the !rohi"ited ti#e' This !rovision is
#andator% and a sale #ade in violation thereo is null and void and !roduces no
eect'
Though it #a% "e a li#itation on the right o ownershi! o the grantee$ the
salutar% !ur!ose o the !rovision is to !reserve and <ee! or the ho#esteader or
his a#il% the land given to hi# gratuitousl% "% the State$ so that "eing a
!ro!ert% owner$ he #a% "eco#e and re#ain a contented and useul #e#"er o
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | "
2B 2010-2011
the societ%'
Heirs of Enrique
Zambales vs. CA
Facts: The =a#"ales s!ouses were the ho#estead !atentees o a !arcel o land'
Clai#ing that the 6in Ba% /ining Cor!' had re#oved silica sand ro# their land
and destro%ed the !lants and other i#!rove#ents therein$ the% instituted a case
clai#ing or da#ages' The =a#"ales s!ouses entered into a Co#!ro#ise
(gree#ent with the Cor!oration0 "% virtue o which$ the dis!uted !ro!ert% was
sold to one .re%sle%' Ten %ears ater the Trial Court>s decision "ased on the
Co#!ro#ise (gree#ent and nine %ears ater the sale$ the =a#"ales s!ouses
iled a civil case or annul#ent o the Deed o Sale with recover% o !ossession
and ownershi! with da#ages$ contending that it was their law%er who !revailed
u!on the# to sign the Co#!ro#ise (gree#ent0 that the% wer unschooled and
did not understand the contents thereo'
Issue: 456 the Co#!ro#ise (gree#ent violates the alienation and
encu#"rance o a ho#estead lot within ive %ears ro# the issuance o the
!atent'
Rulin: The sale is void' The law does not distinguish "etween e3ecutor and
consu##ated sales' The "ilateral !ro#ise to "u% and sell the ho#estead lot at a
!rice certain$ which was reci!rocall% de#anda"le$ was entered into within the
ive-%ear !rohi"itor% !eriod and is thereore$ illegal and void' To all interests and
!ur!oses$ thereore$ there was an actual e3ecutor% sale !erected during the
!eriod o !rohi"ition e3ce!t that it was reci!rocall% de#anda"le thereater and
the agenc% to sell to an% third !erson was deerred until ater the e3!iration o
the !rohi"itor% !eriod$ and the agenc% to sell #ade eective onl% ater the la!se
o the said !eriod$ was #erel% a devise to circu#vent the !rohi"ition'
The "ilateral !ro#ise to "u% and sell and the agenc% to sell entered into within
ive %ears ro# the date o the ho#estead !atent was in violation o the .u"lic
9and 9aw$ although the e3ecuted sale was deerred until ater the e3!iration o
the ive-%ear !rohi"itor% !eriod'
Contract of Sale #s$ Aenc% to Sell
Contract of Sale Aenc% to Sell
Bu%er !a%s the !rice' The agent delivers
the !rice which he
turn he got ro# his
"u%er'
The "u%er ater the
deliver% "eco#es the
owner'
The agent who is
su!!osed to sell does
not "eco#e the
owner$ even i the
!ro!ert% has "een
delivered to hi#'
The seller warrants' The agent who sells
assu#es no !ersonal
lia"ilit% as long as he
acts within his
Quiroga vs. Parsons
Hardare Co.
Facts: ( contract was entered into "% and "etween ?uiroga and .arsons or the
e3clusive sale o ?uiroga "eds in the @isa%an 2slands' The tenor o said contract
!rovides that ?uiroga shall urnish "eds o his #anuacture to .arsons or the
latter>s esta"lish#ent in 2loilo$ and shall invoice the# at the sa#e !rice he i3ed
or sales in /anila$ and in the invoices$ shall #a<e an allowance o a discount as
co##ission on the sales0 and .arsons shall order the "eds "% the doAen$
whether o the sa#e or dierent st%les' .arsons urther "inds hi#sel to !a%
?uiroga or the "eds received within B0 da%s ro# the date o their shi!#ent$
and "inds hi#sel not to sell an% other <ind e3ce!t ?uiroga "eds'
?uiroga contends that .arsons violated the ollowing o"ligations: not to sell "eds
at higher !rices than those o the invoices$ to have an o!en esta"lish#ent in
2loilo0 to conduct the agenc%$ to <ee! the "eds on !u"lic e3hi"ition$ and to !a%
or the advertise#ent e3!enses or the sa#e$ and to order the "eds "% the
doAen and in no other #anner' Ce urther alleged that .arsons was his agent or
the sale in 2loilo$ and said o"ligations are i#!lied in a contract o co##ercial
agenc%'
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | &
2B 2010-2011
authorit% and in the
na#e o the
!rinci!al'
The "u%er$ as general
rule$ cannot return
the o"1ect sold'
The agent can return
the o"1ect in case he
is una"le to sell the
sa#e to a third
!erson'
The "u%er can deal
with the thing sold as
he !leases "eing the
owner'
The agent in dealing
with the thing
received$ #ust act
and is "ound
according to the
instructions o his
!rinci!al'
Issue: 456 .arsons$ "% reason o the contract$ was a !urchaser or an agent o
?uiroga'
Rulin: The contract entered into "% the !arties is one o a !urchase and sale'
2n the contract in &uestion$ what was essential$ as constituting the cause and
su"1ect #atter$ is that ?uiroga was to urnish .arsons with "eds which the latter
#ight order$ at the !rice sti!ulated$ and that .arsons was to !a% the !rice in the
#anner sti!ulated' These eatures e3clude the legal conce!tion o an (genc% or
5rder to Sell$ where"% the #andator% or agent received the thing to sell it$ and
does not !a% its !rice$ "ut delivers to the !rinci!al the !rice he o"tains ro# the
sale o the thing to a third !erson$ and i he does not succeed in selling it$ he
returns it'
Contract of Sale #s$ Contract for a Piece of
'or(
Rules To Deter)ine if Sale/Piece of 'or(:
Sale , i ordered in the ordinar% course o
"usiness'
Piece of work , i #anuactured es!eciall% or
the custo#er and u!on his s!ecial order$ and
not or the general #ar<et'
Sale Contract For Piece
Of 'or(
the thing transerred
is one which would
have e3isted and
would have "een the
su"1ect o sale to
so#e other !erson$
even i the order had
not "een given
the thing transerred
is not in e3istence
and would never
have e3isted "ut or
the order o the !art%
desiring to ac&uire it
the !ri#ar% o"1ective
o the contract is sale
o the #anuactured
ite#0 it is a sale o
goods even though
the ite# is
#anuactured "%
la"or urnished "%
the seller and u!on
!revious order o the
custo#er
the services
do#inate the
contract even though
there is a sale o
goods involved
governa"le "% the
statute o rauds
not within the statute
o rauds
Con!rete Aggregates
vs. C"A
Facts: Concrete (ggregates 2nc' is a do#estic cor!oration which !rocesses roc<
aggregates #ined "% it ro# !rivate lands and !roduce read%-#i3ed concrete
and !lant-#i3ed hot as!halt' ;!on the investigation conducted "% the CT($ the
!eitioner is lia"le to !a% ta3es which the latter dis!utes' .etitioner contends that
it is a contractor su"1ect onl% to the DE contractorFs ta3 under Section 1:1 o
the 1:B+ 6ational 2nternal Revenue Code and not a manufacturer su"1ect to the
GE sales ta3 under Section 1+B o the sa#e Code'
Issue: 456 the !etitioner is a contractor or a #anuacturer'
Rulin: Concrete (ggregates 2nc' is a #anuacturer' .etitionerFs raw #aterials
are !rocessed under a !rescri"ed or#ula and there"% changed "% #eans o
#achiner% into a inished !roduct$ altering their &ualit%$ transor#ing the# into
#ar<eta"le state or !re!aring the# or an% o the s!eciic uses o industr%'
A contract to )a(e is a contract of sale if t*e article is alread%
substantiall% in e+istence at t*e ti)e of t*e order and )erel% re,uires
so)e alteration- )odification or ada.tation to t*e bu%er/s 0is*es or
.ur.oses$ A contract for t*e sale of an article 0*ic* t*e #endor in t*e
ordinar% course of *is business )anufactures or .rocures for t*e
eneral )ar(et- 0*et*er t*e sa)e is on *and at t*e ti)e or not is a
contract for t*e sale of oods$
CONTRACTOR
H one who underta<es to do a s!eciic 1o" or !iece o wor< or other !ersons$
using his own #eans and #ethods
HTR;I TIST: renders service in the or# o inde!endent occu!ation$
re!resenting the will o his e#!lo%er onl% as to the result o his wor<
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 1
2B 2010-2011
Perfection Of Contract of Sale
Jeneral Rule: The contract o sale is !erected
the #o#ent there is a #eeting o #inds u!on
the thing which is the o"1ect o the contract and
u!on the !rice'((rt'1)G*)
I3ce!tion: 4hen the sale is su"1ect to a
sus!ensive condition "% virtue o law or
sti!ulation'
2n C56D2T256(9 5B92J(T256S the ac&uisition o
rights$ as well as the e3tinguish#ent or loss o
those alread% ac&uired$ shall de!end u!on the
ha!!ening o the event which constitutes the
condition' ((rt' 11+1)
Rules
1' 4hen the oer is acce!ted without
conditions or &ualiications$ the sale is
!erected'
2' 2 the acce!tance is with conditions or
&ualiications$ the sale is not !erected
or such is e&uivalent to a counter-oer'
KThe acce!tance #ust "e certain$ a"solute and
co#!lete'
Lor and oer to "e valid$ it #ust "e
certain- definite and
intentional((rt'1D1:)
4hen the sale is su"1ect to a sus!ensive
condition: ro# the )o)ent t*e
condition is fulfilled$
Peo#les Homesite
and Housing Cor#.
vs. C"A
Facts: The .CCC "oard o directors !assed Resolution 6o' *1D awarding to
S!ouses /endoAa the Consolidation Su"division .lan on 9ot ) subject to the
approval of the Quezon City Council. The cit% council disa!!roved the said
!ro!osed !lan' Cowever a!!roval was #ade "% the said council u!on su"#ission
o a revised !lan reducing the land area' 9ater on$ .CCC "oard o directors
!assed another resolution withdrawing the tentative award to the /endoAa
-s!ouses who never !aid the !rice o the lot nor #ade the 20E initial de!osit'
The s!ouses contend that there was a !erected sale o 9ot ) thus the% can
enorce against the .CCC an action or s!eciic !eror#ance'
Issue: 456 there was a !erected contract o sale'
Rulin: There was no !erected contract o sale o 9ot )' 2t was conditionall% or
contingentl% awarded to the /endoAas su"1ect to the a!!roval "% the cit% council
o the !ro!osed consolidation su"division !lan and the a!!roval o the award "%
the valuation co##ittee and higher authorities' 4hen the !lan with the area o
9ot ) reduced to 2$B0+'G s&uare #eters was a!!roved$ the /endoAas should
have #aniested in writing their acce!tance o the award or the !urchase o 9ot
) 1ust to show that the% were still interested in its !urchase although the area
was reduced and to o"viate all% dou"t on the #atter' The% did not do so' The
.CCC "oard o directors acted within its rights in withdrawing the tentative
award' 4e cannot sa% there was a #eeting o #inds on the !urchase o 9ot )'
"o$ota %&a, 'n!. vs.
CA
Facts: Sosa wanted to !urchase a To%ota 9ite (ce' u!on contacting To%ota
Shaw$ 2nc'$ he was told that there was an availa"le unit' Sosa and his son$
Jil"ert$ went to the To%ota and #et Bernardo$ a sales re!resentative o To%ota'
The !arties agreed that the car shall "e delivered on -une 1G$ 1:+: and that the
"alance o the !urchase !rice would "e !aid "% credit inancing through B'('
Linance' The% acco#!lished a !rinted @ehicle Sales .ro!osal (@S.) which shows
that the custo#erFs na#e$ ho#e address $ the #odel series o the vehicle$ the
install#ent #ode o !a%#ent with the initial cash outla% down' 5n the date o
the deliver%$ the vehicle was not delivered' To%ota alleged that no sale was
entered into "etween it and Sosa'
Issue: 456 the stnadard @S. would re!resent a contract o sale "etween the
!arties'
Rulin: 6either logic nor recourse to oneFs i#agination can lead to the
conclusion that @S. is a perfected contract of sale' 2t is not a contract o sale$
thus no o"ligation on the !art o To%ota to transer ownershi! o a deter#inate
thing to Sosa and no correlative o"ligation on the !art o the latter to !a%
thereor a !rice certain a!!ears therein'
A definite aree)ent on t*e )anner of .a%)ent of t*e .rice is an
essential ele)ent in t*e for)ation of a bindin and enforceable
contract of sale$ T*is is so because t*e aree)ent as to t*e )anner of
.a%)ent oes into t*e .rice suc* t*at a disaree)ent on t*e )anner of
.a%)ent is tanta)ount to a failure to aree on t*e .rice$ Definiteness
as to t*e .rice is an essential ele)ent of a bindin aree)ent to sell
.ersonal .ro.ert%$
The @S. was a #ere proposal which was a"orted in lieu o su"se&uent
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 2
2B 2010-2011
events' 2t ollows that the @S. created no de#anda"le right in avor o Sosa or
the deliver% o the vehicle to hi#$ and its non-deliver% did not cause an% legall%
inde#niia"le in1ur%'
(im)et)ai %ons
*illing, 'n!. vs. CA
Facts: .hili!!ine Re#nants Co'$ 2nc' constituted B.2 as its trustee to #anage$
ad#inister$ and sell its real estate !ro!ert%' B.2 gave Revilla the or#al
authorit%$ to sell the lot or .1$000'00 !er s&uare #eter' Revilla contacted
9i#<et<ai Son>s /illing who agreed to "u% the land' There were negotiatons on
the !rice and the ter# o !a%#ent "etween B.2 and the 9i#<et<ai until
agree#ent has "een reached' B.2 later on reused the !a%#ent tendered "% the
!etitioner and sold the !ro!ert% to 6BS instead'
Issue: 456 there was a #eeting o #ind "etween 9i#<et<ai and B.2'
Rulin: There was a !erected contract o sale "etween 9i#<et<ai and B.2' The
negotiation or !re!aration stage started with the authorit% given "% .hili!!ine
Re#nants to B.2 to sell the lot$ ollowed "% (a) the authorit% given "% B.2 and
conir#ed "% .hili!!ine Re#nants to "ro<er Revilla to sell the !ro!ert%$ (") the
oer to sell to 9i#<et<ai$ (c) the ins!ection o the !ro!ert% and inall% (d) the
negotiations with (ro#in and (l"ano at the B.2 oices'
The !erection o the contract too< !lace when (ro#in and (l"ano$ acting
or B.2$ agreed to sell and (lonso 9i# with (l"ino 9i#<et<ai$ acting or !etitioner
9i#<et<ai$ agreed to "u% the dis!uted lot at .1$000'00 !er s&uare #eter' (side
ro# this there was the earlier agree#ent "etween !etitioner and the authoriAed
"ro<er' There was a concurrence o oer and acce!tance$ on the o"1ect$ and on
the cause thereo'
Consent is )anifested b% t*e )eetin of t*e offer and t*e
acce.tance u.on t*e t*in and t*e cause 0*ic* are to constitute t*e
contract$ T*e offer )ust be certain and t*e acce.tance absolute$ %o
long as it is !lear t&at t&e meaning of t&e a!!e#tan!e is #ositivel$ and
unequivo!all$ to a!!e#t t&e offer, &et&er su!& request is granted or
not, a !ontra!t is formed.
Article 1134 5 1&"1
.ro#ise to "u% and sell vs' acce!ted unilateral
!ro#ise to "u% or to sell:
( unilateral !ro#ise to sell$ to "e "inding$ #ust
"e su!!orted "% a consideration distinct ro# a
!rice$ which #eans that the o!tion can still "e
withdrawn$ even i acce!ted $ i the sa#e is not
su!!orted "% a consideration
%out&estern %ugar
+ *olasses Co. vs.
Atlanti! ,ulf +
Pa!ifi! Com#an$
-une ./00
Facts: 5n /arch 2)$ 1:*D$ (tlantic granted Southwestern an o!tion !eriod to
"u% the or#ers "arge' 5n /a% 11 o the sa#e %ear$ Southwestern Co#!an%
co##unicated its acce!tance o the o!tion to (tlantic' The latter re!lied that
their understanding was that the Moer o o!tionM is to "e a cash transaction and
to "e eected Mat the ti#e the lighter is availa"le'M 5n -une 2*$ (tlantic advised
the Southwestern Co#!an% that the "arge could not "e turned over to the latter
co#!an%'
5n -une 2G$ 1:*D$ the Southwestern Co#!an% iled this action to co#!el (tlantic
to sell the "arge in line with the o!tion$ de!ositing with the court a chec<
covering the a#ount$ "ut said chec< was later withdrawn with the a!!roval o
the court' 5n -une 2:$ the (tlantic withdrew its Moer o o!tionM with due notices
to Southwestern Co#!an%' The (tlantic contended that the o!tion to sell it #ade
to Southwestern Co#!an% is null and void "ecause said o!tion to sell is not
su!!orted "% an% consideration'
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 6
2B 2010-2011
Issue: 4hether or not the o!tion to sell #ade to Southwestern Co#!an% is null
and void "ecause said o!tion to sell is not su!!orted "% an% consideration'
Rulin: The Su!re#e Court reversed the trial court>s decision a!!l%ing (rticle
1)G: o the new Civil Code' The Court reiterated that Man acce!ted unilateral
!ro#iseM can onl% have a "inding eect i su!!orted "% a consideration$ which
#eans that the o!tion can still "e withdrawn$ even i acce!ted$ i said o!tion is
not su!!orted "% an% consideration' The o!tion that (tlantic had !rovided was
without consideration$ hence$ can "e withdrawn notwithstanding Southwestern
Co#!an%>s acce!tance o said o!tion'
The acce!tance o an oer to sell a deter#inate
thing or a !rice certain creates a "ilateral
contract to sell and to "u%' The oeree$ u!on
acce!tance$ i!so acto aac&uires the o"ligation
as the !urchaser' The oeror would "e lia"le or
da#ages i he ails to deliver the thing he had
oered or sale'
At)ins 1roll + Co. vs.
Cu Hian "e)
Facts: 5n Se!te#"er 1D$ 1:*1$ (t<ins Nroll O Co' ((t<ins) sent a letter to Cu
Cian Te< (Cian Te<) oering to sell sardines with corres!onding &uantit%' Cian
Te< unconditionall% acce!ted the said oer through a letter$ "ut (t<ins ailed to
deliver the co##odities due to the shortage o catch o sardines "% the !ac<ers
in Caliornia'
Cian Te<$ iled an action or da#ages in the CL2 o /anila which granted the
sa#e in his avor' ;!on (t<ins> a!!eal$ the Court o (!!eals air#ed said
decision'
Issue: 456 there was a contract o sale "etween the !arties or onl% a unilateral
!ro#ise to "u%
Rulin: The Su!re#e Court held that there was a contract o sale "etween the
!arties' .etitioner>s argu#ent assu#ed that onl% a unilateral !ro#ise arose
when the res!ondent acce!ted the oer$ which is incorrect "ecause a "ilateral
contract to sell and to "u% was created u!on res!ondent>s acce!tance'
(ter acce!ting the !ro#ise and "eore he e3ercises his o!tion$ the holder o the
o!tion is not "ound to "u%' 2n this case at "ar$ however$ u!on res!ondent>s
acce!tance o herein !etitionerFs oer$ a "ilateral !ro#ise to sell and to "u%
ensued$ and the res!ondent had i##ediatel% assu#ed the o"ligations o a
!urchaser'
2n order that unilateral !ro#ise #a% "e "inding
u!on the !ro#isor$ (rticle 1)G: re&uires that
the !ro#ise "e su!!orted "% a consideration
distinct ro# the !rice'
%an!&e2 vs. 3igos Facts: 2n an instru#ent entitled M5!tion to .urchase$M e3ecuted on (!ril D$ 1:B1$
Severina Rigos Magreed$ !ro#ised and co##itted ''' to sellM to !lainti-a!!ellee
6icolas SancheA or the su# o .1$*10'00 within two (2) %ears ro# said date$ a
!arcel o land situated in 6ueva Ici1a' 2t was agreed that said o!tion shall "e
dee#ed Mter#inated and ela!sed$M i 7SancheA shall ail to e3ercise his right to
"u% the !ro!ert%M within the sti!ulated !eriod' 5n /arch 12$ 1:BD$ SancheA
de!osited the su# o .1$*10'00 with the CL2 o 6ueva Ici1a and iled an action
or s!eciic !eror#ance and da#ages against Rigos or the latter>s reusal to
acce!t several tenders o !a%#ent that SancheA #ade to !urchase the su"1ect
land'
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 3
2B 2010-2011
Issue: 456 there was a contract to "u% and sell "etween the !arties or onl% a
unilateral !ro#ise to sell
Rulin: The Su!re#e Court air#ed the lower court>s decision' The instru#ent
e3ecuted in 1:B1 is not a Mcontract to "u% and sell$M "ut #erel% granted !lainti
an Mo!tionM to "u%$ as indicated "% its own title M5!tion to .urchase'M The lower
court relied u!on (rticle 1D*) o the Civil Code when it !resu#ed the e3istence
o said consideration$ "ut the said (rticle onl% a!!lies to contracts in general'
Cowever$ it is not (rticle 1D*) "ut the (rticle 1)G: o the sa#e Code which is
controlling in the case at "ar "ecause the latter>s 2nd !aragra!h reers to MsalesM
in !articular$ and$ #ore s!eciicall%$ to Man acce!ted unilateral !ro#ise to "u% or
to sell'M Since there #a% "e no valid contract without a cause or consideration$
the !ro#isor is not "ound "% his !ro#ise and #a%$ accordingl%$ withdraw it'
.ending notice o its withdrawal$ his acce!ted !ro#ise !arta<es$ however$ o the
nature o an oer to sell which$ i acce!ted$ results in a !erected contract o
sale'
( co##it#ent "% the "an< to resell the
!ro!ert% within a s!eciied !eriod$ although
acce!ted "% the !art% in whose avor it was
#ade$ is considered an o!tion not su!!orted "%
consideration distinct ro# the !rice$ and
thereore$ not "inding u!on the !ro#issor
%#ouses 4atino vs.
'AC
Facts: 5n 12 5cto"er 1:G0$ !etitioners e3ecuted a real estate #ortgage in avor
o res!ondent "an<' .etitioners ailed to !a% the loan on due date' The "an<
a!!lied or the e3tra1udicial oreclosure o the #ortgage' (t the oreclosure sale$
the res!ondent "an< was the highest and winning "idder' ( certiicate o sale
was e3ecuted in its avor "% the sheri and the sa#e was registered with the
5ice o the Register o Deeds' The certiicate o sale e3!ressl% !rovided that
the rede#!tion !eriod shall "e two %ears ro# the registration thereo'
6o rede#!tion was #ade "% !etitioners within the two-%ear !eriod and the
sheri issued a Linal Deed o Sale'
Issue: 456 the !etitioners were given an e3tension o the !eriod o rede#!tion'
Rulin: 4e ind the !etition to "e devoid o #erit' The atte#!ts to redee# the
!ro!ert% were done ater the e3!iration o the rede#!tion !eriod and that no
e3tension o that !eriod was granted to !etitioners'
Iven i the .resident and /anager o the "an< is to "e understood to have
!ro#ised to allow the !etitioners to "u% the !ro!ert% at an% ti#e the% have the
#one%$ the Ban< was not "ound "% the !ro#ise not onl% "ecause it was not
a!!roved or ratiied "% the Board o Directors "ut also "ecause$ and #ore
decisivel%$ it was a !ro#ise unsu!!orted "% a consideration distinct ro# the re-
!urchase !rice'
The second !aragra!h o (rticle 1)G: o the Civil Code e3!ressl% !rovides:
(n acce!ted unilateral !ro#ise to "u% or to sell a deter#inate thing or a !rice
certain is "inding u!on the !ro#issor% i the !ro#ise is su!!orted "% a
consideration distinct ro# the !rice'
4CIRIL5RI$ the instant !etition is D2S/2SSID$ with costs against the
.etitioners'
'7O 8EARS T7E RIS9 OF LOSS :Art 11;<
5 11;2=
3oman vs. ,rimalt Facts: 2n "etween the 1Dth to the 2Dd o -une$ 1:0)$ !etitioner .edro Ro#an$
the owner$ and res!ondent (ndres Jri#alt$ the !urchaser$ ver"all% agreed u!on
the sale o the schooner Santa /arina' 2n his letter on -une 2D$ Jri#alt agreed to
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | ;
2B 2010-2011
1' 5"1ect lost "eore !erection P seller
"ears it
Reason : There was no contract$
or there was no cause or
consideration' Being the owner$
the seller "ears the loss'
2' 5"1ect lost ater deliver% to the "u%er P
"u%ers "ears it
Res !erit do#ino , the owner
"ears the loss
D' Thing is lost at the ti#e o the
!erection P contracts is void and non-
e3istent
)' 2 the o"1ect is lost ater !erection "ut
"eore deliver% P "u%er "ears the loss
as an e3ce!tion to the rule o res !erit
do#ino
Reason : (rt' 1)+0 !ars' 1O2
clearl% states that in1uries
"etween !erection and deliver%
shall "e governed "% (rt' 12B2'
"u% the vessel and oered to !a% in three install#ents o .*00 each on -ul% 1*$
Se!te#"er 1*$ and 6ove#"er 1*$ !rovided the title !a!ers to the vessel were in
!ro!er or#' The title o the vessel$ however$ was in the na#e o one .aulina
Jiron and not in the na#e o Ro#an as the alleged owner' Ro#an !ro#ised to
!erect his title to the vessel$ "ut ailed so the !a!ers he !resented did not show
that he was the owner o the vessel' 5n -une 2*$ 1:0)$ the vessel san< in the
/anila har"or during a severe stor#$ even "eore Ro#an was a"le to !roduce or
Jri#alt the !ro!er !a!ers showing that the or#er was in act the owner o the
vessel in &uestion and not .aulina Jiron' (s a result$ Jri#alt reused to !a% the
!urchase !rice when Ro#an #ade a de#and on -une D0$ 1:0)'
5n -ul% 2$ 1:0)$ Ro#an iled this co#!laint in the CL2 o /anila$ which ound
that the !arties had not arrived at a deinite understanding$ and later dis#issed
said co#!laint'

Issue: 4ho should "ear the ris< o lossQ

Rulin: The Su!re#e Court air#ed the decision o the lower court and
declared Ro#an as the one who should "ear the ris< o lost "ecause there was
no actual contract o sale' 2 no contract o sale was actuall% e3ecuted "% the
!arties$ the loss o the vessel #ust "e "orne "% its owner and not "% a !art% who
onl% intended to !urchase it and who was una"le to do so on account o ailure
on the !art o the owner to show !ro!er title to the vessel and thus ena"le the#
to draw u! the contract o sale' Jri#alt was under no o"ligation to !a% the !rice
o the vessel$ the !urchase o which had not "een concluded' The conversations
"etween the !arties and the letter Jri#alt had written to Ro#an did not
esta"lish a contract suicient in itsel to create reci!rocal rights "etween the
!arties'
4or)is Distributors,
'n.! vs. CA
Facts: .etitioner 6or<is Distri"utors$ 2nc' (6or<is or "revit%)$ is the distri"utor o
Ra#aha #otorc%cles in 6egros 5ccidental with oice in Bacolod Cit% with
(velino 9a"a1o as its Branch /anager' 5n Se!te#"er 20$ 1:G:$ !rivate
res!ondent (l"erto 6e!ales "ought ro# the 6or<is-Bacolod "ranch a "rand new
Ra#aha 4onder"i<e #otorc%cle /odel R92DS with Ingine 6o' 92-D2:)01N
Lra#e 6o' 692-0D2:)01$ Color /aroon$ then dis!la%ed in the 6or<is showroo#'
The !rice o .G$*00'00 was !a%a"le "% #eans o a 9etter o Juarant% ro# the
Develo!#ent Ban< o the .hili!!ines (DB.)$ Na"an<alan Branch$ which 6or<isF
Branch /anager 9a"a1o agreed to acce!t' Cence$ credit was e3tended to
6e!ales or the !rice o the #otorc%cle !a%a"le "% DB. u!on release o his
#otorc%cle loan' (s securit% or the loan$ 6e!ales would e3ecute a chattel
#ortgage on the #otorc%cle in avor o DB.' Branch /anager 9a"a1o issued
6or<is Sales 2nvoice 6o' 0120 (I3h'1) showing that the contract o sale o the
#otorc%cle had "een !erected' 6e!ales signed the sales invoice to signi% his
conor#it% with the ter#s o the sale' 2n the #eanti#e$ however$ the #otorc%cle
re#ained in 6or<isF !ossession'5n 6ove#"er B$ 1:G:$ the #otorc%cle was
registered in the 9and Trans!ortation Co##ission in the na#e o (l"erto
6e!ales'
Issue: 4ho should "ear the loss o the #otorc%cleQ
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 4
2B 2010-2011
Rulin: 65RN2S$ the seller' The issuance o a sales invoice does not !rove
transer o ownershi! o the thing sold to the "u%er' (n invoice is nothing #ore
than a detailed state#ent o the nature$ &uantit% and cost o the thing sold and
has "een considered not a "ill o sale' 2n all or#s o deliver%$ it is necessar% that
the act o deliver% whether constructive or actual$ "e cou!led with the intention
o delivering the thing' The act$ without the intention$ is insuicient'
4hen the #otorc%cle was registered "% 6or<is in the na#e o !rivate
res!ondent$ 6or<is did not intend %et to transer the title or ownershi! to
6e!ales$ "ut onl% to acilitate the e3ecution o a chattel #ortgage in avor o the
DB. or the release o the "u%erFs #otorc%cle loan' The 9etter o Juarantee
issued "% the DB.$ reveals that the e3ecution in its avor o a chattel #ortgage
over the !urchased vehicle is a !re-re&uisite or the a!!roval o the "u%erFs loan'
2 6or<is would not accede to that arrange#ent$ DB. would not a!!rove !rivate
res!ondentFs loan a!!lication and$ conse&uentl%$ there would "e no sale'
2n other words$ the critical actor in the dierent #odes o eecting deliver%$
which gives legal eect to the act$ is the actual intention o the vendor to
deliver$ and its acce!tance "% the vendee' 4ithout that intention$ there is no
tradition'
(rticle 1):B o the Civil Code which !rovides that Min the a"sence o an e3!ress
assu#!tion o ris< "% the "u%er$ the things sold re#ain at sellerFs ris< until the
ownershi! thereo is transerred to the "u%er$M is a!!lica"le to this case$ or
there was neither an actual nor constructive deliver% o the thing sold$ hence$
the ris< o loss should "e "orne "% the seller$ 6or<is$ which was still the owner
and !ossessor o the #otorc%cle when it was wrec<ed' This is in accordance with
the well-<nown doctrine o res perit domino'
PRO>ISE TO 8?@ AND SELL #s$ ACCEPTED
?NILATERAL PRO>ISE TO 8?@ OR TO SELL
:ART$ 1134 and 1&"1=
9inds of Pro)ises Treated in Art$ 1134
1' (n acce!ted unilateral !ro#ise to sell in
which the !ro#ise (acce!tor) elects to
"u%0
2' (n acce!ted unilateral !ro#ise to "u%
which the !ro#ise (acce!tor) elects to
sell0 and
D' ( "ilateral !ro#ise to "u% and sell
reci!rocall% acce!ted in which either o
the !arties chooses to e3acts ulil#ent'
Effect of ?nacce.ted ?nilateral Pro)ise
6o 1udicial eect o legal "ond'
Such unacce!ted i#!erect
!ro#ise or oer is called .olicitation'
O.tion
( !rivilege e3isting in one !erson or
%erra vs .CA Facts: .etitioner is the owner o a DG) s&uare #eter !arcel o land located at
?ueAon St'$ /as"ate$ /as"ate' So#eti#e in 1:G*$ res!ondent "an<$ in its desire
to !ut u! a "ranch in /as"ate$ /as"ate$ negotiated with !etitioner or the
!urchase o the then unregistered !ro!ert%' ( contract o 9I(SI 42TC 5.T256
T5 B;R was instead orged "% the !arties' The oregoing agree#ent was
su"scri"ed "eore 6otar% .u"lic Ro#eo L' 6atividad' .ursuant to said contract$ a
"uilding and other i#!rove#ents were constructed on the land which housed
the "ranch oice o RCBC in /as"ate$ /as"ate' 4ithin three %ears ro# the
signing o the contract$ !etitioner co#!lied with his !art o the agree#ent "%
having the !ro!ert% registered and !laced under the T5RRI6S SRSTI/$ or
which 5riginal Certiicate o Title 6o' 0-2D2 was issued "% the Register o Deeds
o the .rovince o /as"ate'
.etitioner alleges that as soon as he had the !ro!ert% registered$ he <e!t on
!ursuing the #anager o the "ranch to eect the sale o the lot as !er their
agree#ent' 2t was not until Se!te#"er )$ 1:+)$ however$ when the res!ondent
"an< decided to e3ercise its o!tion and inor#ed !etitioner$ through a letter$ o
its intention to "u% the !ro!ert% at the agreed !rice o not greater than .210'00
!er s&uare #eter or a total o .G+$)D0'00' But #uch to the sur!rise o the
res!ondent$ !etitioner re!lied that he is no longer selling the !ro!ert%'

Issue: 456 the contract 7lease with o!tion to "u%8 is valid'
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 1<
2B 2010-2011
which he has !aid a consideration$
which gives hi# a right to "u% and sell
ro#Tto another !erson$ i he chooses$
at an% ti#e$ within the agreed !eriod at
a i3ed !rice$ or under$ or in co#!liance
with certain ter#s and conditions'
(n o!tion without consideration P @52D
(eect is the sa#e as i there is no
o!tion'
O.tion Contract
( contract #ade to <ee! an oer o!en
or a s!eciied !eriod$ so that the oer
cannot "e revo<ed "% the oeror during
that !eriod'
5!tion is valid "ecause it is su!!orted
"% a consideration'
Cere$ the "u%er cannot "e co#!elled to
"u%'
Acce.ted ?nilateral Pro)ise to Sell
Since there #a% "e no valid contract
without cause or consideration$ the
!ro#issor% is not "ound "% his !ro#ise
and #a%$ accordingl%$ withdraw it'
2 acce!tance is #ade "eore
withdrawal$ it constitutes a "inding
contract o sale although the o!tion is
given without consideration'
8ilateral Pro)ise to 8u% AND Sell
Reci!rocall% de#anda"le
Cence$ it re&uires no consideration
distinct ro# the !rice'
Rulin: RIS' The contract 7lease with o!tion to "u%8 is valid $ eective and
enorcea"le$ the !rice "eing certain and that there was consideration distinct
ro# the !rice to su!!ort the o!tion given to lessee'
(rticle 1D2) o the Civil Code !rovides that when an oeror has allowed the
oeree a certain !eriod to acce!t$ the oer #a%"e withdrawn at an%ti#e "eore
acce!tance "% co##unicating such withdrawal$ e3ce!t when the o!tion is
ounded u!on consideration$ as so#ething !aid or !ro#ised' 5n the other hand$
(rticle 1)G: o the Code !rovides that an acce!ted unilateral !ro#ise to "u% and
sell a deter#inate thing for a price certain is "inding u!on the !ro#isor i the
!ro#ise is supported by a consideration distinct from the price'
2n a unilateral !ro#ise to sell$ where the de"tor ails to withdraw the !ro#ise
"eore the acce!tance "% the creditor$ the transaction "eco#es a "ilateral
contract to sell and to "u%$ "ecause u!on acce!tance "% the creditor o the oer
to sell "% the de"tor$ there is alread% a #eeting o the #inds o the !arties as to
the thing which is deter#inate and the !rice which is certain' 2n which case$ the
!arties #a% then reci!rocall% de#and !eror#ance'
-uris!rudence has taught us that an o!tional contract is a !rivilege e3isting onl%
in one !art% U the "u%er' Lor a se!arate consideration !aid$ he is given the right
to decide to !urchase or not$ a certain #erchandise or !ro!ert%$ at an% ti#e
within the agreed !eriod$ at a i3ed !rice' This "eing his !rerogative$ he #a% not
"e co#!elled to e3ercise the o!tion to "u% "eore the ti#e
e3!ires'
2n the !resent case$ the consideration is even #ore onerous on the !art o the
lessee since it entails transerring o the "uilding andTor i#!rove#ents on the
!ro!ert% to !etitioner$ should res!ondent "an< ail to e3ercise its o!tion within
the !eriod sti!ulated' The "ugging &uestion then is whether the !rice Mnot
greater than T45 C;6DRID .IS5SM is certain or deinite'
( !rice is considered certain i it is so with reerence to another thing certain or
when the deter#ination thereo is let to the 1udg#ent o a s!eciied !erson or
!ersons' (nd generall%$ gross inade&uac% o !rice does not aect a contract o
sale'
Contracts are to "e construed according to the sense and #eaning o the ter#s
which the !arties the#selves have used' 2n the !resent dis!ute$ there is
evidence to show that the intention o the !arties is to !eg the !rice at .210 !er
s&uare #eter'
/oreover$ "% his su"se&uent acts o having the land titled under the Torrens
S%ste#$ and in !ursuing the "an< #anager to eect the sale i##ediatel%$
#eans that he understood !erectl% the ter#s o the contract' Ce even had the
sa#e !ro!ert% #ortgaged to the res!ondent "an< so#eti#e in 1:G:$ without
the slightest hint o wanting to a"andon his oer to sell the !ro!ert% at the
agreed !rice o .210 !er s&uare #eter'
RECTO LA' :Art$ 11;1 and 11;2=
Re)edies of t*e Seller
1' I3act ulil#ent o the o"ligation should
the "u%er ail to !a% an% instal#ent0
%out&ern *otors vs.
*os!oso
Facts: 5n -une B$ 1:*G$ !lainti-a!!ellee Southern /otors$ 2nc' sold to
deendant-a!!ellant (ngel /oscoso one Chevrolet truc<$ on install#ent "asis$ or
.B$))*'00' ;!on #a<ing a down !a%#ent$ the deendant e3ecuted a !ro#issor%
note or the su# o .)$:1*'00$ re!resenting the un!aid "alance o the !urchase
!rice)$ to secure the !a%#ent o which$ a chattel #ortgage was constituted on
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 11
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2' Cancel the sale$ should the "u%er>s
ailure to !a% cover two or #ore
instal#ents0
D' Loreclose the chattel #ortgage on the
thing sold$ i one has "een constituted$
should the "u%er>s ailure to !a% cover
two or #ore instal#ents'
Article 11;1 o the Civil Code !rovides or the
re#edies o a seller in contracts o sale o
!ersonal !ro!ert% "% install#ents$ and
incor!orates the !rovisions o Act No$ 11""-
(no0n as t*e 'nstallment %ales (a or t&e
3e!to (a- which then a#ended (rticle 1)*)
o the Civil Code o 1++:'
RATIONALE
The o"1ect o Recto 9aw was to re#ed% the
a"uses co##itted in connection with the
oreclosure o chattel #ortgages and was
#eant to !revent #ortgagees ro# seiAing the
#ortgaged !ro!ert%$ "u%ing it at oreclosure
sale or a low !rice and then "ringing suit
against the #ortgagor or a deicienc%
1udg#ent'
;nder (rticle 1)+) o the 6ew Civil Code:
In a contract of sale of personal property the
price of which is payable in installments, the
vendor may eercise 3E*ED'E% stated
above.
The re#edies have "een recogniAed as
alternative$ not cu#ulative$ in that the e3ercise
o one would also "ar the e3ercise o the others'
The% cannot also "e !ursued si#ultaneousl%'
2 the seller should oreclose on the #ortgage
constituted on the thing sold$ he shall have no
urther action against the !urchaser to recover
an% un!aid "alance o the !rice' (n% agree#ent
to the contrar% shall "e void'
The !rovisions o Recto 9aw are a!!lica"le to
inancing transactions derived or arising ro#
the truc< in avor o the !lainti'
5 said account o .)$:1*'00$ the deendant had !aid a total o .**0'00$ o which
.110'00 was a!!lied to the interest u! to (ugust 1*$ 1:*G$ and .)00'00 to the
!rinci!al$ thus leaving an un!aid "alance o .)$)G*'00' The deendant ailed to
!a% D install#ents on the "alance o the !urchase !rice'
5n 6ove#"er )$ 1:*G$ the !lainti iled a co#!laint against the deendant$ to
recover the un!aid "alance o the !ro#issor% note' ;!on !laintiFs !etition$
e#"odied in the co#!laint$ a writ o attach#ent was issued "% the lower court
on the !ro!erties 5 the deendant'
.ursuant thereto$ the said Chevrolet truc<$ and a house and lot "elonging to
deendant$ were attached "% the Sheri o San -ose$ (nti&ue$ where deendant
was residing on 6ove#"er 2*$ 1:*G$ and said truc< was "rought to the !laintiFs
co#!ound in 2loilo Cit%$ or sae <ee!ing'
Issue: 456 the re#ed% chosen "% a!!ellee is the oreclosure o the truc< or a
s!eciic !eror#ance o the deendant>s o"ligation'
Rulin: /aniestl%$ the a!!ellee had chosen the irst re#ed% (s!eciic
!eror#ance)' The co#!laint is an ordinar% civil action or recover% o the
re#aining un!aid "alance due on the !ro#issor% note' The !lainti had not
ado!ted the !rocedure or #ethods outlined "% Sec' 1) o the Chattel /ortgage
9aw "ut those !rescri"ed or ordinar% civil actions$ under the Rules o Court'
Cad a!!ellee elected the oreclosure$ it would not have instituted this case in
court0 it would not have caused the chattel to "e attached under Rule *:$ and
had it sold at !u"lic auction$ in the #anner !rescri"ed "% Rule D:' That the
herein a!!ellee did not intend to oreclose the #ortgage truc<$ is urther evinced
"% the act that it had also attached the house and lot o the a!!ellant at San
-ose$ (nti&ue'
(s the !lainti has chosen to e3act the ulill#ent o the deendantFs o"ligation$
the or#er #a% enorce e3ecution o the 1udg#ent rendered in its avor on the
!ersonal and real !ro!ert% o the latter not e3e#!t ro# e3ecution suicient to
satis% the 1udg#ent' That !art o the 1udg#ent against the !ro!erties o the
deendant e3ce!t the #ortgaged truc< and discharging the writ o attach#ent
on his other !ro!erties is erroneous'
4e !erceive nothing unlawul or irregular in a!!elleeFs act o attaching the
#ortgaged truc< itsel' Since herein a!!ellee has chosen to e3act the ulill#ent
o the a!!ellantFs o"ligation$ it #a% enorce e3ecution o the 1udg#ent that #a%
"e avora"l% rendered hereon$ on all !ersonal and real !ro!erties o the latter
not e3e#!t ro# e3ecution suicient to satis% such 1udg#ent' 2t should "e
noted that a house and lot at San -ose$ (nti&ue were also attached' 6o one can
successull% contest that the attach#ent was #erel% an incident to an ordinar%
civil action' (Sections 1 O 11$ Rule *:0 Sec' 1B$ Rule D:)'
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 1"
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sales o #ova"les on install#ents$ even i the
underl%ing contract at issue is a loan "ecause
the !ro#issor% note has "een assigned or
negotiated "% the original seller'
Ta(e NOTE: In Filin#est #s$ CA
Lilinvest was held not lia"le or the deect onl%
"% virtue o the waiver o warrant% against
deect sti!ulated in the contract'
8?T:
2 not or the waiver$ Lilinvest though a
inancing institution$ is not i##une ro# an%
recourse "% the !rivate res!ondents'
The act that the roc< crusher was !urchased
ro# RiAal Consolidated Cor!oration in the
na#e and with the unds o the Lilinvest !roves
"e%ond dou"t that the ownershi! thereo was
eectivel% transerred to it' 2t is !recisel% this
ownershi! which ena"led the !etitioner to enter
into the MContract o 9ease o /achiner% and
I&ui!#entM
The device contract o lease with o!tion to "u%
is at ti#es resorted to as a #eans to circu#vent
(rticle 1)+)$ !articularl% !aragra!h (D) thereo'
Through the set-u!$ the vendor$ "% retaining
ownershi! over the !ro!ert% in the guise o
"eing the lessor$ retains$ li<ewise$ the right to
re!ossess the sa#e$ without going through the
!rocess o oreclosure$ in the event the vendee-
lessee deaults in the
!a%#ent o the install#ents
There arises thereore no need to constitute a
chattel #ortgage over the #ova"le sold' /ore
i#!ortant$ the vendor$ ater re!ossessing the
!ro!ert% and$ in eect$ canceling the contract o
sale$ gets to <ee! all the install#ents-cu#-
rentals alread% !aid'
2t is thus or these reasons that (rticle 1)+* o
the new Civil Code !rovides that:
Article 11;2$
!he precedin" article shall be applied to
The #ortgage creditor #a% recover 1udg#ent on the #ortgage de"t and cause
an e3ecution on the #ortgaged !ro!ert% and #a% cause an attach#ent to "e
issued and levied on such !ro!ert%$ u!on "eginning his civil action'
Pas!ual + (eonila
"orres vs. Universal
*otors
Facts: S!ouses Torres e3ecuted a real estate #ortgage on two !arcel o land to
secure the !a%#ent o the inde"tedness o .D. Transit$ 2nc' or the !urchase o
ive (*) /ercedes BenA truc<s ro# ;niversal /otors Cor!'
Se!arate deeds o chattel #ortgages on the /ercedeA BenA units were also
e3ecuted "% .D. Transit in avor o ;/C
.D. Transit 2nc' was a"le to !a% a su# o .:2$:B)':1$ leaving "alance o
.B+$B)1'B: including interest due as o Le"ruar% +$ 1:B*
5n /arch 1:$ 1:B*$ ;niversal /otors Cor!oration iled a co#!laint against .D.
Transit$ and it was a"le to re!ossess all the units sold, includin" the five #$% units
"uaranteed by the subject real estate mort"a"e$ and to oreclose all the chattel
#ortgages constituted thereon$ resulting in the sale o the truc<s at !u"lic
auction'
S!ouses 9orenAo .ascual and 9eonila Torres iled an action in the CL2 ?ueAon
Cit% or the cancellation o the #ortgage' ( 1udg#ent was rendered in their
avor'
;/C contends (on a!!eal) that what (rticle 1)+) withholds ro# the vendor is
the right to recover an% deicienc% ro# the !urchaser ater the oreclosure o
the chattel #ortgage and not a recourse to the additional securit% !ut u! "% a
third !art% to guarantee the !urchaserFs !eror#ance o his o"ligation
Issue: 456 ;/C correct in its contentionsQ
Rulin: NO$ i the guarantor should "e co#!elled to !a% the "alance o the
!urchase !rice$ the guarantor will in turn "e entitled to recover what she has
!aid ro# the de"tor vendee ((rt' 20BB$ Civil Code)0 so that ulti#atel%$ it will "e
the vendee who will "e #ade to "ear the !a%#ent o the "alance o the !rice$
des!ite the earlier oreclosure o the chattel #ortgage given "% hi#'
Thus$ the !rotection given "% (rticle 1)+) would "e indirectl% su"verted$ and
!u"lic !olic% overturned'M
5ilinvest Credit vs.
CA
Facts: S!ouses Tan sells gravel !roduced ro# crushed roc<s used or
construction !ur!oses' 4anting to increase !roduction$ the% as<ed /r' Ru"en
/ercurio to loo< or a #ore eicient roc< crusher and were reerred to RiAal
Consolidated Cor!oration which then had or sale one such #achiner%'
(ter ins!ection o said #achiner%$ cou!le decided to "u% the sa#e and a!!lied
or inancial assistance ro# Lilinvest Credit Cor!oration on the conditions that:
that the #achiner% "e !urchased in the !etitionerFs na#e0
that it "e leased (with o!tion to !urchase u!on the ter#ination o the lease
!eriod) to the !rivate res!ondents0 and
that the !rivate res!ondents e3ecute a real estate #ortgage in avor o the
!etitioner as securit% or the a#ount advanced "% the latter'
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contracts purportin" to be leases of personal
property with option to buy$ when the lessor has
de!rived the lessee o !ossession or en1o%#ent
o the thing'
Caveat em#tor or 6bu$er beare6
Co##on sense dictates that a "u%er ins!ects a
!roduct "eore !urchasing it and does not
return it or deects discovered later on$
!articularl% i the return o the !roduct is not
covered "% or sti!ulated in a contract or
warrant%'
( contract o lease o #achiner% (with o!tion to !urchase) was entered into "%
the !arties sti!ulating that at the end o the two-%ear !eriod$ the #achine would
"e owned "% the s!ouses' The latter e3ecuted a real estate #ortgage over two
!arcels o land issued in avor Lilinvest and issues chec< or .1*0$**0'00$ as
initial rental (or guarant% de!osit)$ and twent%-our (2)) !ostdated chec<s
corres!onding to the 2) #onthl% rentals'
Three #onths ater the deliver% o the #achiner%$ the cou!le clai#ing that the%
had onl% tested the #achine that #onth$ sent a letter-co#!laint to the Lilinvest$
alleging that contrar% to the 20 to )0 tons !er hour ca!acit% o the #achine as
stated in the lease contract$ the #achine could onl% !rocess * tons o roc<s and
stones !er hour and reused to !a%'
(s a conse&uence o the non-!a%#ent o the rentals on the roc< crusher as the%
ell due des!ite the re!eated written de#ands$ Lilinvest etrajudicially
oreclosed the real estate #ortgage'
To thwart the i#!ending auction o their !ro!erties$ S!ouses -ose S% Bang and
2lu#inada Tan iled "eore the RTC (?C) a co#!laint against Lilinvest$ as<ed or
the rescission o the contract o lease$ annull#ent o the real estate #ortgage' (
1udg#ent was rendered in their avor'
5n a!!eal$ the !etitioner (Lilinvest) reasserts that the cause o action should "e
directed against RiAal Consolidated Cor!oration$ the original owner-seller o the
su"1ect roc< crusher$ or Je#ini /otors Sales which served as a conduit acilitator
o the !urchase o the said #achine'
The !etitioner argues that it is a inancing institution engaged in &uasi-"an<ing
activities$ !ri#aril% the lending o #one% to entre!reneurs such as the !rivate
res!ondents and the general !u"lic$ "ut certainl% not the leasing or selling o
heav% #achineries li<e the su"1ect roc< crusher' The !etitioner denies "eing the
seller o the roc< crusher and onl% ad#its having inanced its ac&uisition "% the
!rivate res!ondents' Lurther$ the !etitioner a"solves itsel o an% lia"ilit% arising
out o the lease contract it signed with the !rivate res!ondents due to the waiver
of warranty made by the latter'
Issue: 456 Lilinvest is i##uned ro# lia"ilit% arising ro# the deect o the
#achiner%Q

Rulin: @ES$ The s!ouses has inde!endentl% ins!ected and veriied the leased
!ro!ert% and has selected and received the sa#e ro# the Dealer o his own
choosing in good order and e3cellent running and o!erating condition and on the
"asis o such veriication$ etc' the 9ISSII has agreed to enter into this Contract'
5ne o the sti!ulations in the contract the% entered into with the !etitioner is an
epress waiver of warranties in favor of the latter. B% so signing the agree#ent$
the !rivate res!ondents a"solved the !etitioner ro# an% lia"ilit% arising ro#
an% deect or deicienc% o the #achiner% the% "ought'
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Art$ 1143$ The thing sold shall "e understood
as delivered$ when it is !laced in the control
and !ossession o the vendee' (1)B2a)
Art$ 114;$ 4hen the sale is #ade through a
!u"lic instru#ent$ the e3ecution thereo shall
"e e&uivalent to the deliver% o the thing which
is the o"1ect o the contract$ i ro# the deed
the contrar% does not a!!ear or cannot clearl%
"e inerred'
4ith regard to #ova"le !ro!ert%$ its deliver%
#a% also "e #ade "% the deliver% o the <e%s o
the !lace or de!ositor% where it is stored or
<e!t' (1)BDa)
Art$ 1144$ The deliver% o #ova"le !ro!ert%
#a% li<ewise "e #ade "% the #ere consent or
agree#ent o the contracting !arties$ i the
thing sold cannot "e transerred to the
!ossession o the vendee at the ti#e o the
sale$ or i the latter alread% had it in his
!ossession or an% other reason' (1)BDa)
Addison vs. 5eli7 Facts: B% a !u"lic instru#ent (ddison sold to /arciana Leli3$ our !arcels o
land$ descri"ed in the instru#ent' Leli3 !aid$ at the ti#e o the e3ecution o the
deed$ the su# o .D$000 on account o the !urchase !rice$ and "ound hersel to
!a% the re#ainder in install#ents'
2t was urther sti!ulated that the !urchaser was to deliver to the vendor 2* !er
centu# o the value o the !roducts that she #ight o"tain ro# the our !arcels
Mro# the #o#ent she ta<es !ossession o the# until the Torrens certiicate o
title "e issued in her avor'M
2t was also covenanted that Mwithin one %ear ro# the date o the certiicate o
title in avor o /arciana Leli3$ (ddison #a% rescind the !resent contract o
!urchase and sale' 9ater on$ (ddison iled suit in Court o Lirst 2nstance o /anila
to co#!el /arciana Leli3 to #a<e !a%#ent o the irst install#ent and o the
interest in arrears'
The deendant answered the co#!laint and alleged "% wa% o s!ecial deense
that the !lainti had a"solutel% ailed to deliver to the deendant the lands that
were the su"1ect #atter o the sale$ notwithstanding the de#ands #ade u!on
hi# or this !ur!ose' The evidence adduced shows that ater e3ecution o the
deed o the sale (ddison$ at the re&uest o Leli3$ went to 9ucena$ acco#!anied
"% a re!resentative o the latter$ or the !ur!ose o designating and delivering
the lands sold' Ce was a"le to designate onl% two o the our !arcels$ and #ore
than two-thirds o these two were ound to "e in the !ossession o one -uan
@illauerte$ who clai#ed to "e the owner o the !arts so occu!ied "% hi#'
Issue: 456 there was deliver% o the land sold'
Rulin: NO$ The record shows that the !lainti did not deliver the thing sold'
4ith res!ect to two o the !arcels o land$ he was not even a"le to show the# to
the !urchaser0 and as regards the other two$ #ore than two-thirds o their area
was in the hostile and adverse !ossession o a third !erson'
The Code i#!oses u!on the vendor the o"ligation to deliver the thing sold' The
thing is considered to "e delivered when it is !laced Min the hands and
!ossession o the vendee'M (Civ' Code$ art' 1)B2') 2t is true that the sa#e article
declares that the e3ecution o a !u"lic instru#ents is e&uivalent to the deliver%
o the thing which is the o"1ect o the contract$ "ut$ in order that this s%#"olic
deliver% #a% !roduce the eect o tradition$ it is necessar% that the vendor shall
have had such control over the thing sold that$ at the #o#ent o the sale$ its
#aterial deliver% could have "een #ade' 2t is not enough to coner u!on the
!urchaser the ownership and the ri"ht o !ossession' The thing sold #ust "e
!laced in his control' 4hen there is no i#!edi#ent whatever to !revent the
thing sold !assing into the tenanc% o the !urchaser "% the sole will o the
vendor$ s%#"olic deliver% through the e3ecution o a !u"lic instru#ent is
suicient' But i$ notwithstanding the e3ecution o the instru#ent$ the !urchaser
cannot have the en1o%#ent and #aterial tenanc% o the thing and #a<e use o it
hi#sel or through another in his na#e$ "ecause such tenanc% and en1o%#ent
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are o!!osed "% the inter!osition o another will$ then iction %ields to realit% U
the deliver% has not "een eected'
Art$ 1133$ The ownershi! o the thing sold
shall "e transerred to the vendee u!on the
actual or constructive deliver% thereo' (n)
%am#aguita Pi!tures
vs. -alindor
Facts: Sa#!aguita leased to Ca!itol 7D008 2nc' the roo dec< o its "uilding with
the agree#ent that all !er#anent i#!rove#ents Ca!itol will #a<e on said
!ro!ert% shall "elong to Sa#!aguita without an% !art on the latter to rei#"urse
Ca!itol or the e3!enses o said i#!rove#ents'
Shortl%$ Ca!itol !urchased on credit ro# -alwindor glass and wooden 1alousies$
which the latter itsel delivered and installed in the leased !re#ises$ re!lacing
the e3isting windows
' -alwindor iled with the CL2 o RiAal$ ?ueAon Cit% an action or collection o a
su# o #one% with a !etition or !reli#inar% attach#ent against Ca!itol or its
ailure to !a% its !urchases' 9ater$ -alwindor and Ca!itol su"#itted to the trial
court a Co#!ro#ised (gree#ent wherein Ca!itol ac<nowledged its inde"tedness
and that all the #aterials that Ca!itol !urchased will "e considered as securit%
or such underta<ing' /eanwhile$ Sa#!aguita iled a co#!laint or e1ect#ent
and or collection o a su# o #one% against Ca!itol or the latter>s ailure to !a%
rentals and the Cit% Court o ?ueAon Cit% ordered Ca!itol to vacate the !re#ises
and to !a% Sa#!aguita'
5n the other hand$ Ca!itol li<ewise ailed to co#!l% with the ter#s o the
Co#!ro#ise (gree#ent$ and a lev% was #ade on the glass and wooden
1alousies' Sa#!aguita iled a third-!art% clai# alleging that it is the owner o said
#aterials and not Ca!itol$ "ut -alwindor iled an ide#nit% "ond in avor o the
Sheri and the ite#s were sold at !u"lic auction$ with -alwindor as the highest
"idder ' Sa#!aguita iled with the CL2 o RiAal$ ?ueAon Cit% an action to nulli%
the SheriFs sale and or an in1unction to !revent -alwindor ro# detaching the
glass and wooden 1alousies'
Issue: 456 there was a deliver% #ade and$ thereore$ a transer o ownershi! o
the thing soldQ
Rulin: @ES' 4hen the glass and wooden 1ealousies were delivered and
installed in the lease !re#ises$ Ca!itol "eca#e the owner thereo' 5wnershi! is
not transerred "% !erection o the contract "ut "% deliver%$ either actual or
constructive'
Ca!itol entered into a lease contract with Sa#!aguita$ and the latter "eca#e the
owner o the ite#s #entioned "% virtue o the contract agree#ent' 4hen lev%
was #ade on the ite#s$ Ca!itol ( the 1udg#ent de"tor) was no longer the owner
thereo'
Article 1141
.ar' 2 thereo0 (gents cannot ac&uire the
!ro!ert% whose ad#inistration or sale #a% have
"een intrusted to the#$ unless the consent o
the !rinci!al has "een given' The rule$
however$ does not a!!l% to #ortgagee
!urchasing the #ortgaged !ro!ert% at a !u"lic
5iestan vs. CA Facts: S!ouses Liestan #ortgaged their land to DB. as securit% or a loan' ;!on
ailure to !a%$ the land was oreclosed an' DB. ac&uired lot as highest "idder'
5ne %ear rede#!tion !eriod having e3!ired$ DB. title over the land was
consolidated'
Issue: 456 DB. is !rohi"ited to ac&uire the !ro!ert% under (rt' 1):1(2)Q
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 16
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sale' Rulin: NO$ The !rohi"ition does not a!!l% in the instant case where the sale in
dis!ute was #ade !ursuant to a s!ecial !ower inserted in or attached to the real
estate under (ct 6o' D1D* as a#ended' (s s!ecial statute$ (ct D1D* !revails
over !rovisions o Civil Code as general statute' /oreover$ even in the a"sence
o such !rovision$ the #ortgagee #a% still !urchase the su"1ect !ro!ert% to
!rotect his interest'
Article 12<6 5 224
5wner has the right to recover the !ro!ert%
which he is unlawull% de!rived o' &nlawful
deprivation is not li#ited to !ro!erties stolen' 2t
enco#!asses situations where there has "een
invalid trans#ission o ownershi!'
Di2on vs. %unta$ Facts: Res!ondent Sunta% delivered a dia#ond ring to certain Clarita Sison or
the latter to sell it on co##ission' Ti#e la!ses and there was no return o the
ring nor the !urchase !rice' De#and was #ade and later Sison was ound out to
have !ledged it to !etitioner DiAon' Sunta% thereater iled or the recover% o
the thing' 9ower and a!!ellate courts ound in her avor under (rt **: as owner
thereo' Cence this !etition'
Issue: /a% Sunta% still recover !ossession o the thing !ledgedQ
Rulin: @ES$ Sunta% #a% recover the dia#ond ring ro# the !awnsho! with
which another !erson has !ledged it without authorit% to do so' (rt **: a!!lies
and the deense that the !awnsho! ac&uired !ossession o the ring without
notice o an% deect in the title o the !ledge is unavailing' Since the thing was
!ledged "% a !ledgor having no authorit% to do so$ the real owner is not sto!!ed
ro# !ursuing an action against the !awnsho! or the recover% o the !ossession
o the thing' .etitioner is engaged in the "usiness where !resu#a"l% ordinar%
!rudence would #aniest itsel to ascertain whether or not the individual oering
1ewelr% "% wa% o !ledge is entitled to do so' 6o such !recaution was e3ercised
"% !etitioner' Ce$ thereore$ has onl% hi#sel to "la#e or the i3 he is now'
Article 12<6 5 224
The non-!a%#ent o "oo<s sold ater the chec<
given as !a%#ent thereo was dishonored does
not a#ount to unlawul de!rivation'
EDCA Publis&ing vs.
%antos
Facts: ( !erson identi%ing hi#sel as -oe CruA !laced an order "% tele!hone
with IDC( .u"lishing O Distri"uting Co' or )0B "oo<s !a%a"le on deliver%'
Boo<s were delivered or which CruA issued a !ersonal chec< as !a%#ent' CruA
was later ound out to "e an i#!ostor and the chec< issued was dishonored ater
its !resentation or !a%#ent' IDC($ ater <nowing that the said "oo<s were
su"se&uentl% sold to 9eonor Santos$ as<ed hel! o the !olice to seiAe the "oo<s
without warrant clai#ing it was unlawull% de!rived o the "oo<s'
Issue: 456 IDC( was unlawull% de!rived o the "oo<s since the chec< issued
was dishonoredQ
Rulin: NO$ 6on-!a%#ent onl% creates a right to de#and !a%#ent or to rescind
the contract$ or to cri#inal !rosecution in case o "ouncing chec<s' ;nless
otherwise sti!ulated$ deliver% o the thing sold will eectivel% transer ownershi!
to the "u%er who can in turn transer it to another' 2t would certainl% "e unair
now to #a<e !rivate res!ondent "ear the !re1udice sustained "% IDC( as a
result o its own negligence' The Court cannot see the 1ustice in transerring
IDC(>s loss to the Santoses who had acted in good aith$ and with !ro!er case$
when the% "ought the "oo<s ro# CruA'
Double Sale
Rules o !reerence in case o dou"le sale:
1' .ersonal .ro!ert%- !ossessor in good
aith
Carbonell vs. CA FACTS: -ose .oncio #ortgaged his lot to Re!u"lic Savings Ban< or .1$*00'
/eanwhile$ .oncio sold his #ortgaged lot to Rosario Car"onell in a VSale with
(ssu#!tion o /ortgage>- with the !urchase !rice would co#e the #one% to "e
!aid to the "an<' "oth went to "an< to !a% the arrears on #ortgage' .oncio was
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2' Real .ro!ert%- in the ollowing order:
Registrant in good aith0
.ossessor in good aith0
.erson with the oldest title in
good aith
'(!)* Jood aith> is alwa%s an ele#ent'
allowed to live on the lot !rovided it will !a% rents' Thereater$ .oncio sold the lot
to I##a 2nante who i##ediatel% too< !ossession o the lot and "uilt
i#!rove#ents thereon' 2nor#ed that the sale to 2nante was not registered$
Car"onell registered her adverse clai# on Le" +$ 1:**' Lour da%s ater$ a deed
o sale in avor o 2nante was registered'
Issue: 4ho has a "etter right on the &uestion lotQ
Rulin: CAR8ONELL$ 2n case o dou"le sale o i##ova"le !ro!ert%$ art 1*))$
2
nd
!ar directs that ownershi! should "e recogniAed in avor o one who in good
aith irst recorded his right' ("sent such inscri!tion$ what is decisive is !rior
!ossession in good aith' 4hen Car"onell "ought the land$ she was the onl%
"u%er thereo and the title was still in .oncios na#e solel% encu#"ered "% "an<
#ortgage dul% annotated thereon' Cence Car"onell>s !rior !urchase o the land
was #ade in good aith' Such good aith did not cease ater .oncio told her o
the 2
nd
sale since Car"onell atte#!ted to tal< to 2nate "ut the latter did not
acco##odate her' Car"onell then registered her adverse clai#'
The recording o the adverse clai# should "e dee#ed to have "een done in good
aith and should co#!ro#ise 2nante>s "ad aith when she registered her deed o
sale our da%s later'
Double Sale
Rules as to Preference of O0ners*i. in
case of a Double Sale
1' 2 the !ro!ert% sold is #ova"le$ the
ownershi! shall "e ac&uired "% the
vendee who irst ta<es !ossession in
good aith'
2' 2 the !ro!ert% sold is i##ova"le$ the
ownershi! shall "elong$ in the ollowing
order stated:
a' The vendee who irst registers the
sale in good aith in the Registr% o
Deeds has a !reerred right over
another vendee who has not
registered his title even i the latter
is in actual !ossession o the
i##ova"le !ro!ert%'
Reason : Registration is the
o!erative act to conve% or
aect the land insoar as
third !ersons are
concerned'
"' 2n the a"sence o registration$ the
vendee who irst ta<es !ossession
"anedo vs. CA Facts: 9aAaro Tanedo e3ecuted a deed o a"solute sale in avor o his eldest
"rother$ Ricardo Tanedo and the latter>s wie where he conve%ed his uture
inheritance ro# his !arents' 9ater$ Ricardo discovered that the land in litigation
was sold to 9aAaro>s children through another deed o sale which was recorded in
the Register o Deeds0 the heirs o 9aAaro wanted to have the rescission o the
deeds in avor o Ricardo'
Issue: 456 the second sale and the act o registration are valid'
Rulin: Res' 2n addition$ a!!l%ing 1*)) o the 6CC$ the !etitioners (heirs o
9aAaro) also have a "etter right over the land$ "ecause under the said !rovision$
ownershi! shall "elong to the "u%er who in good aith registers it irst it in the
Registr% o .ro!ert%'
3adioealt& 5inan!e
Com#an$ vs. Palileo
Facts: S!ouses Castro sold a !arcel o unregistered land evidenced in a
notariAed deed o a"solute sale to .alileo' .alielo through his #other !eror#ed
acts o ownershi!0 a!!ellee on the other hand continuousl% !aid the real estate
ta3es on said land' ( 1udg#ent in a civil case against Castro resulted to a sale o
the land at a !u"lic auction and Radiowealth "ought it' The !eriod o rede#!tion
e3!ired and the sale was later registered'
Issue: 456 the rule in 1*)) o the 6CC is a!!lica"le to the ;6RIJ2STIRID
9(6D'
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in good aith0 and
c' 2n the a"sence o "oth registration
and !ossession$ the vendee who
!resents the oldest title (who irst
"rought the !ro!ert% in good aith'
7eld: 6o' (!!l% Sec' D*$ Rule D: o the Revised Rules o Court instead' The
Court e3!lained that the !urchaser o an unregistered land in a sheri>s
e3ecution sale onl% ste!s in the shoes o the 1udg#ent de"tor'
%#ouses ,abriel vs.
*abanta
Facts: /a"anta s!ouses were the registered owners o two lots' The%
#ortgaged the said !ro!erties to DB. as collateral' 9ater$ the s!ouses sold the
land to Susana Soriano (7Deed o sale o !arcels o land with assu#!tion o
#ortgage) with a right to re!urchase0 the% ailed to "u% it "ac<' Susana
e3ecuted a docu#ent entitled MCancellation o ContractM where"% she
transerred to (le1andro all her rights over the two lots' (le1andro and his son
(lredo cultivated the lots' Cowever$ when the% were read% to !a% the entire
loan$ the% ound that Tan>s daughter alread% "ought the land'
Issue: 456 the Tan-Re%es is in good aith when she "ought and registered the
land'
Rulin: 6o' Jood aith is so#ething internal0 hence$ we #ust rel% on the
conduct and outward acts o Tan-Re%es' Jood aith #ust concur with
registration'
Consolidated 3ural
8an) va. CA
Facts: The /adrid "rothers were the registered owners o a lot' 2t was
su"divided' RiAal /adrid sold !art o his share to (le1a Ja#iao and Lelisa Da%ag
"% virtue o a Deed o Sale. The sale was not registered0 however$ Ja#iao and
Da%ag declared the !ro!ert% or ta3ation !ur!oses' ( !art o the land was sold to
CernandeA and dela CruA and the heirs o the latter continued !ossession' The
/adrid "rothers sold the sa#e land to /ar&ueA' The sale was registered'
/ar&ueA #ortgaged the land0 these were registered' The land was oreclosed
and was sold to Cali3to' The heirs o dela CruA iled a case or reconve%ance'
Issue: 456 1*)) would a!!l%'
7eld: 6o$ 1*)) cannot "e invo<ed where two !ersons #ade the sale' (!!l% the
!rinci!le o !rior te#!ore$ !otior 1ure' The Ceirs have a su!erior right'
Hano#ol va. Pila#il Facts: Cano!ol clai#s ownershi! over the land "% virtue o a series o !urchases
"% #eans o !rivate docu#ents ro# the Sia!os' .ila!il asserts his right on the
strength o a dul% notariAed deed e3ecuted "% the owners e3ecuted in his avor
and registered under (ct' 6o' DD))'
Issue: 456 the registration o the second sale in avor o .ila!il aects
Cano!ol>s rights as the irst vendee'
7eld: Res' The "etter right reerred to in (ct 6o' DD)) is #ore than a #ere !rior
deed' 2t involves acts and circu#stances which co#"ined$ would #a<e it clear
S a l e s R e v i e w e r : C a s e D i g e s t s ( D e a n S u n d i a n g ) | 14
2B 2010-2011
that the irst "u%er has a "etter right than the second !urchaser' There see#s to
"e no clear evidence o Cano!ol>s !ossession o the land' Cano!ol cannot have a
"etter right than .ila!il who$ according to the Trial Court was not a !urchaser in
"ad aith'