dfdffdsfs1)ROCKLAND CONSTRUCTION COMPANY, INC vs. MID-PASIG LAND DEVELOPMENT CORPORATIONG.R. No. 164587, February 04, 2008FACTS:

Rockland Construction Company, Inc. in a letter dated March 1, 2000, offered to lease from Mid-Pasig Land Development Corporation the latters 3.1-hectare property in Pasig City. This property is covered by Transfer Certificate of Title Nos. 469702 and 337158 under the control of the Presidential Commission on Good Government. Upon instruction of Mid-Pasig to address the offer to the PCGG, Rockland wrote the PCGG on April 15, 2000. The letter, addressed to PCGG Chairman Magdangal Elma, included Rockland proposed terms and conditions for the lease. This letter was also received by Mid-Pasig on April 18, 2000, but Mid-Pasig made no response.Again, in another letter dated June 8, 2000 addressed to the Chairman of Mid-Pasig, Mr. Ronaldo Salonga, Rockland sent a Metropolitan Bank and Trust Company Check No. 2930050168 for P1 million as a sign of its good faith and readiness to enter into the lease agreement under the certain terms and conditions stipulated in the letter. Mid-Pasig received this letter on July 28, 2000.In a subsequent follow-up letter dated February 2, 2001, Rockland then said that it presumed that Mid-Pasig had accepted its offer because the P1 million check it issued had been credited to Mid-Pasigs account on December 5, 2000.Mid-Pasig, however, denied it accepted Rocklands offer and claimed that no check was attached to the said letter. It also vehemently denied receiving the P1 million check, much less depositing it in its account.In its letter dated February 6, 2001, Mid-Pasig replied to Rockland that it was only upon receipt of the latters February 2 letter that the former came to know where the check came from and what it was for. Nevertheless, it categorically informed Rockland that it could not entertain the latters lease application. Mid-Pasig reiterated its refusal of Rocklands offer in a letter dated February 13, 2001.Rockland then filed an action for specific performance. Rockland sought to compel Mid-Pasig to execute in Rocklands favor, a contract of lease over a 3.1-hectare portion of Mid-Pasigs property in Pasig City.The RTCs decision:

1. the plaintiff and the defendant have duly agreed upon a valid and enforceable lease agreement of subject portions of defendants properties comprising an area of 5,000 square meters, 11,000 square meters and 15,000 square meters, or a total of 31,000 square meters;2. the principal terms and conditions of the aforesaid lease agreement are as stated in plaintiffs June 8, 2000 letter;3. defendant to execute a written lease contract in favor of the plaintiff containing the principal terms and conditions mentioned in the next-preceding paragraph, within sixty (60) days from finality of this judgment, and likewise ordering the plaintiff to pay rent to the defendant as specified in said terms and conditions;4. defendant to keep and maintain the plaintiff in the peaceful possession and enjoyment of the leased premises during the term of said contract;5. defendant to pay plaintiff attorneys fees in the sum of One Million Pesos (P1,000,000.00), plus P2,000.00 for every appearance made by counsel in court;6. The temporary restraining order dated April 2, 2001 is made PERMANENT;7. Dismissed defendants counterclaim.

The Court of Appeals reversed the trial courts decision.

ISSUES:1. Was there a perfected contract of lease? 2. Had estoppel in pais set in?

RULING:

1. A close review of the events in this case, in the light of the parties evidence, shows that there was no perfected contract of lease between the parties. Mid-Pasig was not aware that Rockland deposited the P1 million check in its account. It only learned of Rocklands check when it received Rocklands February 2, 2001 letter. Mid-Pasig, upon investigation, also learned that the check was deposited at the Philippine National Bank San Juan Branch, instead of PNB Ortigas Branch where Mid-Pasig maintains its account. Immediately, Mid-Pasig wrote Rockland on February 6, 2001 rejecting the offer, and proposed that Rockland apply the P1 million to its other existing lease instead. These circumstances clearly show that there was no concurrence of Rocklands offer and Mid-Pasigs acceptance.2. Mid-Pasig is also not in estoppel in pais. The doctrine of estoppel is based on the grounds of public policy, fair dealing, good faith and justice, and its purpose is to forbid one to speak against his own act, representations, or commitments to the injury of one to whom they were directed and who reasonably relied thereon. Since estoppel is based on equity and justice, it is essential that before a person can be barred from asserting a fact contrary to his act or conduct, it must be shown that such act or conduct has been intended and would unjustly cause harm to those who are misled if the principle were not applied against him.

Hence, the petition was denied

2)MANILA METAL CONTAINER CORPORATION, petitionerREYNALDO C. TOLENTINO, intervenor, vs.PHILIPPINE NATIONAL BANK, respondent,DMCI-PROJECT DEVELOPERS, INC., intervenorG.R. No. 166862 December 20, 2006

FACTS:

Petitioner was the owner of a 8,015 square meter parcel of land and to secure a P900,000.00 loan it had obtained from respondent PNB, petitioner executed a real estate mortgage over the lot. Respondent PNB later granted petitioner a new credit accommodation of P1,000,000.00; and, on November 16, 1973, petitioner executed an Amendment of Real Estate Mortgage over its property. On March 31, 1981, petitioner secured another loan of P653,000.00 from respondent PNB, payable in quarterly installments of P32,650.00, plus interests and other charges.PNB filed a petition for extrajudicial foreclosure of the real estate mortgage and sought to have the property sold at public auction for P911,532.21, petitioner's outstanding obligation to respondent PNB as of June 30, 1982, plus interests and attorney's fees. After due notice and publication, the property was sold at public auction where respondent PNB was declared the winning bidder for P1,000,000.00. The period to redeem the property was to expire on February 17, 1984. Petitioner sent a letter dated August 25, 1983 to respondent PNB, requesting that it be granted an extension of time to redeem/repurchase the property. Respondent PNB informed petitioner that the request had been referred to its Pasay City Branch for appropriate action and recommendationPetitioner reiterated its request for a one year extension from February 17, 1984 within which to redeem/repurchase the property on installment basis. It reiterated its request to repurchase the property on installment. Meanwhile, some PNB Pasay City Branch personnel informed petitioner that as a matter of policy, the bank does not accept "partial redemption.Since petitioner failed to redeem the property, the Register of Deeds cancelled TCT No. 32098 and issued a new title in favor of respondent PNB. Petitioner's offers had not yet been acted upon by respondent PNB. Meanwhile, the Special Assets Management Department (SAMD) had prepared a statement of account, and as of June 25, 1984 petitioner's obligation amounted to P1,574,560.47. This included the bid price of P1,056,924.50, interest, advances of insurance premiums, advances on realty taxes, registration expenses, miscellaneous expenses and publication cost. When apprised of the statement of account, petitioner remitted P725,000.00 to respondent PNB as "deposit to repurchase," and an Official Receipt was issued. The SAMD recommended to the management of respondent PNB that petitioner be allowed to repurchase the property for P1,574,560.00. In a letter dated November 14, 1984, the PNB management informed petitioner that it was rejecting the offer and the recommendation of the SAMD. It was suggested that petitioner purchase the property for P2,660,000.00, its minimum market value. Respondent PNB gave petitioner until December 15, 1984 to act on the proposal; otherwise, its P725,000.00 deposit would be returned and the property would be sold to other interested buyers.Petitioner, however, did not agree to respondent PNB's proposal. Instead, it wrote another letter dated December 12, 1984 requesting for a reconsideration. Respondent PNB replied in a letter dated December 28, 1984, wherein it reiterated its proposal that petitioner purchase the property for P2,660,000.00. PNB again informed petitioner that it would return the deposit should petitioner desire to withdraw its offer to purchase the property. On February 25, 1985, petitioner, through counsel, requested that PNB reconsider its letter dated December 28, 1984. Petitioner declared that it had already agreed to the SAMD's offer to purchase the property for P1,574,560.47, and that was why it had paid P725,000.00. Petitioner warned respondent PNB that it would seek judicial recourse should PNB insist on the position.On June 4, 1985, respondent PNB informed petitioner that the PNB Board of Directors had accepted petitioner's offer to purchase the property, but for P1,931,389.53 in cash less the P725,000.00 already deposited with it. Petitioner did not respond, so PNB requested petitioner in a letter dated June 30, 1988 to submit an amended offer to repurchase. Petitioner rejected respondent's proposal in a letter dated July 14, 1988. It maintained that respondent PNB had agreed to sell the property for P1,574,560.47, and that since its P725,000.00 downpayment had been accepted, respondent PNB was proscribed from increasing the purchase price of the property. Petitioner averred that it had a net balance payable in the amount of P643,452.34. Respondent PNB, however, rejected petitioner's offer to pay the balance of P643,452.34 in a letter dated August 1, 1989.Petitioner filed a complaint against respondent PNB for "Annulment of Mortgage and Mortgage Foreclosure, Delivery of Title, or Specific Performance with Damages. Respondent PNB averred, as a special and affirmative defense, that it had acquired ownership over the property after the period to redeem had elapsed. It claimed that no contract of sale was perfected between it and petitioner after the period to redeem the property had expired. The trial court rendered judgment dismissing the amended complaint and respondent PNB's counterclaim. It ordered respondent PNB to refund the P725,000.00 deposit petitioner had made. The trial court ruled that there was no perfected contract of sale between the parties; hence, petitioner had no cause of action for specific performance against respondent. The Court of Appeals affirmed the RTCs decision.

ISSUE:Whether or not petitioner and respondent PNB had entered into a perfected contract for petitioner to repurchase the property from respondent.

RULING:

The ruling of the appellate court that there was no perfected contract of sale between the parties is correct. It appears that although respondent requested petitioner to conform to its amended counter-offer, petitioner refused and instead requested respondent to reconsider its amended counter-offer. Petitioner's request was ultimately rejected and respondent offered to refund its P725,000.00 deposit. In sum, then, there was no perfected contract of sale between petitioner and respondent over the subject property.

3)MONTECILLO VS. REYNES385 SCRA 244

FACTS:

Respondents Ignacia Reynes and spouses Abucay filed on June 20, 1984 a complaint for Declaration of Nullity and Quieting of Title against petitioner Rico Montecillo. Reynes asserted that she is the owner of a lot situated in Mabolo, Cebu City. In 1981 Reynes sold 185 square meters of the Mabolo Lot to the Abucay Spouses who built a residential house on the lot they bought.

Reynes alleged further that she signed a Deed of Sale of the Mabolo Lot in favor of Montecillo. Reynes, being illiterate signed by affixing her thumb-mark on the document. Montecillo promised to pay the agreed P47,000.00 purchase price within one month from the signing of the Deed of Sale. And that Montecillo failed to pay the purchase price after the lapse of the one-month period, prompting Reynes to demand from Montecillo the return of the Deed of Sale. Since Montecillo refused to return the Deed of Sale, Reynes executed a document unilaterally revoking the sale and gave a copy of the document to Montecillo.

Subsequently, on May 23, 1984 Reynes signed a Deed of Sale transferring to the Abucay Spouses the entire Mabolo Lot, at the same time confirming the previous sale in 1981 of a 185 square meter portion of the lot.

Reynes and the Abucay Spouses alleged that they received information that the Register of Deeds of Cebu City issued a Certificate of Title in the name of Montecillo for the Mabolo Lot. They argued that for lack for consideration there (was no meeting of the minds) between Reynes and Montecillo. Thus, the trial court should declare null and void ab initio Monticellos Deed of sale, and order the cancellation of certificates of title No. 90805 in the name of Montecillo.

In his Answer, Montecillo a bank executive claimed he was a buyer in good faith and had actually paid the P47,000.00 consideration stated on his Deed of Sale. Montecillo however admitted he still owned Reynes a balance of P10,000.00. He also alleged that he paid P50,000.00 for the release of the chattel mortgage which he argued constituted a lien on the Mabolo Lot. He further alleged that he paid for the real property tax as well as the capital gains tax on the sale of the Mabolo Lot.

In their reply, Reynes and the Abucay Spouses contended that Montecillo did not have authority to discharge the chattel mortgage especially after Reynes revoked Montecillos Deed of Sale and gave the mortgagee a copy of the document of revocation. Reynes and the Abucay Spouses claimed that Montecillo secured the release of the chattel mortgage through machination. They further asserted that Montecillo took advantage of the real property taxes paid by the Abucay Spouses and surreptitiously caused the transfer of the title to the Mabolo Lot in his name.During pre-trial Montecillo claimed that the consideration for the sale of the Mabolo Lot was the amount he paid to Cebu Iced and Cold Storage Corporation for the mortgage debt of Bienvenido Jayag. Montecillo argued that the release of the mortgage was necessary since the mortgage constituted a lien on the Mabolo Lot.

Reynes, however stated that she had nothing to do with Jayags mortgage debt except that the house mortgaged by Jayag stood on a portion of the Mabolo Lot. Reynes further stated that the payment by Montecillo to release the mortgage on Jayags house is a matter between Montecillo and Jayag. The mortgage on the house being a chattel mortgage could not be interpreted in any way as an encumbrance on the Mabolo Lot. Reynes further claimed that the mortgage debt had long prescribed since the P47,000.00 mortgage debt was due for payment on January 30,1967.

ISSUE:

Whether or not there was a valid consent in the case at bar to have a valid contract.

RULING:

One of the three essential requisites of a valid contract is consent of the parties on the object and cause of the contract. In a contract of sale, the parities must agree not only on the price, but also on the manner of payment of the price. An agreement on the price but a disagreement on the manner of its payment will not result in consent, thus preventing the existence of a valid contract for a lack of consent. This lack of consent is separate and distinct for lack of consideration where the contract states that the price has been paid when in fact it has never been paid.Reynes expected Montecillo to pay him directly the P47, 000.00 purchase price within one month after the signing of the Deed of Sale. On the other hand, Montecillo thought that his agreement with Reynes required him to pay the P47,000.00-purchase price to Cebu Ice Storage to settle Jayags mortgage debt. Montecillo also acknowledged a balance of P10, 000.00 in favor of Reynes although this amount is not stated in Montecillos Deed of Sale. Thus, there was no consent or meeting of the minds, between Reynes and Montecillo on the manner of payment. This prevented the existence of a valid contract because of lack of consent.In summary, Montecillos Deed of Sale is null and void ab initio not only for lack of consideration, but also for lack of consent. The cancellation of TCT No. 90805 in the name of Montecillo is in order as there was no valid contract transferring ownership of the Mabolo Lot from Reynes to Montecillo.

4)JASMIN SOLER VS. COURT OF APPEALSG.R. No. 123892 May 2, 2001

FACTS:

Petitioner is a professional interior designer. In November 1986, her friend Rosario Pardo asked her to talk to Nida Lopez, who was manager of the COMBANK Ermita Branch for they were planning to renovate the branch offices. Even prior to November 1986, petitioner and Nida Lopez knew each other because of Rosario Pardo, the latters sister. During their meeting, petitioner was hesitant to accept the job because of her many out of town commitments, and also considering that Ms. Lopez was asking that the designs be submitted by December 1986, which was such a short notice. Ms. Lopez insisted, however, because she really wanted petitioner to do the design for renovation. Petitioner acceded to the request. Ms. Lopez assured her that she would be compensated for her services. Petitioner even told Ms. Lopez that her professional fee was P10,000.00, to which Ms. Lopez acceded.

During the November 1986 meeting between petitioner and Ms. Lopez, there were discussions as to what was to be renovated. Ms. Lopez again assured petitioner that the bank would pay her fees. After a few days, petitioner requested for the blueprint of the building so that the proper design, plans and specifications could be given to Ms. Lopez in time for the board meeting in December 1986. Petitioner then asked her draftsman Jackie Barcelon to go to the jobsite to make the proper measurements using the blue print. Petitioner also did her research on the designs and individual drawings of what the bank wanted. Petitioner hired Engineer Ortanez to make the electrical layout, architects Frison Cruz and De Mesa to do the drafting. For the services rendered by these individuals, petitioner paid their professional fees. Petitioner also contacted the suppliers of the wallpaper and the sash makers for their quotation. So come December 1986, the lay out and the design were submitted to Ms. Lopez. She even told petitioner that she liked the designs.

Subsequently, petitioner repeatedly demanded payment for her services but Ms. Lopez just ignored the demands. In February 1987, by chance petitioner and Ms. Lopez saw each other in a concert at the Cultural Center of the Philippines. Petitioner inquired about the payment for her services, Ms. Lopez curtly replied that she was not entitled to it because her designs did not conform to the banks policy of having a standard design, and that there was no agreement between her and the bank.

Petitioner, through her lawyers, who wrote Ms. Lopez, demanding payment for her professional fees in the amount of P10,000.00 which Ms. Lopez ignored. The lawyers wrote Ms. Lopez once again demanding the return of the blueprint copies petitioner submitted which Ms. Lopez refused to return. The petitioner then filed at the trial court a complaint against COMBANK and Ms. Lopez for collection of professional fees and damages.

In its answer, COMBANK stated that there was no contract between COMBANK and petitioner; that Ms. Lopez merely invited petitioner to participate in a bid for the renovation of the COMBANK Ermita Branch; that any proposal was still subject to the approval of the COMBANKs head office.

The trial court rendered judgment in favor of plaintiff. On appeal, the Court of Appeals reversed the decision. Hence, this petition.

ISSUE:

Whether or not the Court of Appeals erred in ruling that there was no contract between petitioner and respondents, in the absence of the element of consent.

RULING:

A contract is a meeting of the minds between two persons whereby one binds himself to give something or to render some service to bind himself to give something to render some service to another for consideration. There is no contract unless the following requisites concur: 1. Consent of the contracting parties; 2. Object certain which is the subject matter of the contract; and 3. Cause of the obligation which is established.

In the case at bar, there was a perfected oral contract. When Ms. Lopez and petitioner met in November 1986, and discussed the details of the work, the first stage of the contract commenced. When they agreed to the payment of the P10,000.00 as professional fees of petitioner and that she should give the designs before the December 1986 board meeting of the bank, the second stage of the contract proceeded, and when finally petitioner gave the designs to Ms. Lopez, the contract was consummated. Petitioner believed that once she submitted the designs she would be paid her professional fees. Ms. Lopez assured petitioner that she would be paid.

It is familiar doctrine that if a corporation knowingly permits one of its officers, or any other agent, to act within the scope of an apparent authority, it holds him out to the public as possessing the power to do those acts; and thus, the corporation will, as against anyone who has in good faith dealt with it through such agent, be estopped from denying the agents authority.Also, petitioner may be paid on the basis of quantum meruit. "It is essential for the proper operation of the principle that there is an acceptance of the benefits by one sought to be charged for the services rendered under circumstances as reasonably to notify him that the lawyer performing the task was expecting to be paid compensation therefor. The doctrine of quantum meruit is a device to prevent undue enrichment based on the equitable postulate that it is unjust for a person to retain benefit without paying for it."The designs petitioner submitted to Ms. Lopez were not returned. Ms. Lopez, an officer of the bank as branch manager used such designs for presentation to the board of the bank. Thus, the designs were in fact useful to Ms. Lopez for she did not appear to the board without any designs at the time of the deadline set by the board. Decision reversed and set aside. Decision of the trial court affirmed.

5)PALATTAO VS. COURT OF APPEALS381 Scra 681 MAY 7, 2002

FACTS:

Petitioner Yolanda Palattao entered into a lease contract whereby she leased to private respondent a house and a 490-square-meter lot located in 101 Caimito Road, Caloocan City, covered by a Transfer Certificate of Title and registered in the name of petitioner. The duration of the lease contract was for three years, commencing from January 1, 1991, to December 31, 1993, renewable at the option of the parties. The agreed monthly rental was P7,500.00 for the first year; P 8,000.00 for the second year: and P8,500.l00 for the third year. The contract gave respondent lessee the first option to purchase the leased property.

During the last year of the contract, the parties began negotiations for the sale of the leased premises to private respondent. In a letter, petitioner offered to sell to private respondents 413.28 square meters of the leased lot at P 7,800.00 per square meter, or for the total amount of P3,223,548.00. Private respondents replied on April 15, 1993 wherein he informed petitioner that he shall definitely exercise his option to buy the leased property. Private respondent, however, manifested his desire to buy the whole 490-square meters inquired from petitioner the reason why only 413.28 square meters of the leased lot were being offered for sale. In a letter dated November 6, 1993, petitioner made a final offer to sell the lot at P7,500.00 per square meter with a down payment of 50% upon the signing of the contract of conditional sale, the balance payable in one year with a monthly lease/interest payment P 14,000.00 which must be paid on or before the fifth day every month that the balance is still outstanding. Private respondents accepted petitioners offer and reiterated his request for respondent accepted petitioners offers and reiterated his request for clarification as to the size of the lot for sale. Petitioner acknowledged private respondents acceptance of the offer in his letter dated November 10, 1993. Petitioner gave private respondent on or before November 24, 1993, within which to pay the 50% downpayment in cash or managers check. Petitioner stressed that failure to pay the downpayment on the stipulated period will enable petitioner to freely sell her property to others. Petitioner likewise notified private respondent, that she is no longer renewing the lease agreement upon its expiration on December 31, 1993. Private respondent did not accept the terms proposed by petitioner. Neither were there any documents of sale nor payment by private respondent of the required downpayment. Private respondent wrote a letter to petitioner on November 29, 1993 manifesting his intention to exercise his option to renew their lease contract for another three years, starting January 1, 1994 to December 31, 1996. This was rejected by petitioner, reiterating that she was no longer renewing the lease. Petitioner demanded that private respondent vacate the premises, but the latter refused. Hence, private respondent filed with the Regional Trial Court a case for specified performance seeking to compel petitioner to sell to him the leased property. Private respondent further prayed for the issuance of a writ preliminary injunction to prevent petitioner from filing an ejectment case upon the expiration of the lease contract on December 31, 1993. During the proceedings in the specific performance case, the parties agreed to maintain the status quo. After they failed to reach an amicable settlement, petitioner filed the instant ejectment case before the Metropolitan Trial Court. In his answer, private respondent alleged that he refused to vacate the leased premises because there was a perfected contract of sale of the leased property between him and petitioner. Private respondent argued that he did not abandon his option to buy the leased property and that his proposal to renew the lease was but an alternative proposal to the sale. He further contended that the filing of the ejectment case violated their agreement to maintain the status quo.

ISSUE:

Whether or not there was a valid consent in the case at bar.

RULING:

There was no valid consent in the case at bar. Contracts that are consensual in nature, like a contract of sale, are perfected upon mere meeting of the minds. Once there is concurrence between the offer and the acceptance upon the subject matter, consideration, and terns of payment, a contract is produced. The offer must be certain. To convert the offer into a contract, the acceptance must be absolute and must not qualify the terms of the offer; it must be plain, unequivocal, unconditional, and without variance of any sort from the proposal. A qualified acceptance, or one that involves a new proposal, constitutes a counter-offer and is a rejection of the original offer. Consequently, when something is desired which is not exactly is proposed in the offer, such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuals the offer.

In the case at bar, while it is true that private respondent informed petitioner that he is accepting the latters offer to sell the leased property, it appears that they did not reach an agreement as to the extent of the lot subject of the proposed sale.

Letters reveal that private respondent did not give his consent to buy only 413.28 square meters of the leased lot, as he desired to purchase the whole 490 square-meter- leased premises which, however, was not what was exactly proposed in petitioners offer. Clearly, therefore, private respondents acceptance of petitioners offer was not absolute, and will consequently not generate consent that would perfect a contract.

6)ABS-CBN BROADCASTING CORPORATION VS. COURT OF APPEALS301 SCRA 573G.R. No. 128690 January 21, 1999

FACTS:

In 1990, ABS-CBN and VIVA executed a Film Exhibition Agreement whereby Viva gave ABS-CBN an exclusive right to exhibit some Viva films. Viva, through defendant Del Rosario, offered ABS-CBN, through its vice-president Charo Santos-Concio, a list of three film packages (36 title) from which ABS-CBN may exercise its right of first refusal under the afore-said agreement. ABS-CBN, however through Mrs. Concio, "can tick off only ten titles" (from the list) "we can purchase" and therefore did not accept said list. The titles ticked off by Mrs. Concio are not the subject of the case at bar except the film "Maging Sino Ka Man."

On February 27, 1992, defendant Del Rosario approached ABS-CBNs Ms. Concio, with a list consisting of 52 original movie titles (i.e., not yet aired on television) including the 14 titles subject of the present case, as well as 104 re-runs (previously aired on television) from which ABS-CBN may choose another 52 titles, as a total of 156 titles, proposing to sell to ABS-CBN airing rights over this package of 52 originals and 52 re-runs for P60,000,000.00 of which P30,000,000.00 will be in cash and P30,000,000.00 worth of television spots.

On April 2, 1992, defendant Del Rosario and ABS-CBNs general manager, Eugenio Lopez III discussed the package proposal of VIVA. Mr. Lopez testified that he and Mr. Del Rosario allegedly agreed that ABS-CBN was granted exclusive film rights to fourteen (14) films for a total consideration of P36 million; that he allegedly put this agreement as to the price and number of films in a "napkin" and signed it and gave it to Mr. Del Rosario. On the other hand, Del Rosario denied having made any agreement with Lopez regarding the 14 Viva films; denied the existence of a napkin in which Lopez wrote something; and insisted that what he and Lopez discussed at the lunch meeting was Vivas film package offer of 104 films (52 originals and 52 re-runs) for a total price of P60 million.

Del Rosario and Mr. Graciano Gozon of RBS Senior vice-president for Finance discussed the terms and conditions of Vivas offer to sell the 104 films, after the rejection of the same package by ABS-CBN. On the following day, Del Rosario received a draft contract from Ms. Concio which contains a counter-proposal of ABS-CBN on the offer made by VIVA including the right of first refusal to 1992 Viva Films. However, the proposal was rejected by the Board of Directors of VIVA and such was relayed to Ms. Concio.On April 29, 1992, after the rejection of ABS-CBN and following several negotiations and meetings defendant Del Rosario and Vivas President Teresita Cruz, in consideration of P60 million, signed a letter of agreement dated April 24, 1992, granting RBS the exclusive right to air 104 Viva-produced and/or acquired films including the fourteen films subject of the present case.

On 27 May 1992, ABS-CBN filed before the RTC a complaint for specific performance with a prayer for a writ of preliminary injunction and/or temporary restraining order against private respondents Republic Broadcasting System (now GMA Network Inc.) On 28 May 1992, the RTC issued a temporary restraining order. The RTC then rendered decision in favor of RBS and against ABS-CBN. On appeal, the same decision was affirmed. Hence, this decision.

ISSUE:Whether or not there exists a perfected contract between ABS-CBN and VIVA.

RULING:

A contract is a meeting of minds between two persons whereby one binds himself to give something or render some service to another [Art. 1305, Civil Code.] for a consideration. There is no contract unless the following requisites concur:(1) consent of the contracting parties;(2) object certain which is the subject of the contract; and (3) cause of the obligation, which is established. [Art. 1318, Civil Code.]

A contract undergoes three stages: (a) preparation, conception, or generation, which is the period of negotiation and bargaining rending at the moment of agreement of the parties;(b) perfection or birth of the contract, which is the moment when the parties come to agree on the terms of the contract; and(c) consummation or death, which is the fulfillment or performance of the terms agreed upon in the contract.

In the present case, when Mr. Del Rosario of Viva met Mr. Lopez of ABS-CBN on 2 April 1992 to discuss the package of films, said package of 104 VIVA films was VIVAs offer to ABS-CBN to enter into a new Film Exhibition Agreement. But ABS-CBN, sent through Ms. Concio, counter-proposal in the form a draft contract proposing exhibition of 53 films for a consideration of P35 million. This counter-proposal could be nothing less than the counter-offer of Mr. Lopez during his conference with Del Rosario at Tamarind Grill Restaurant. Clearly, there was no acceptance of VIVAs offer, for it was met by a counter-offer which substantially varied the terms of the offer. Furthermore, ABS-CBN made no acceptance of VIVAs offer hence, they underwent period of bargaining. ABS-CBN then formalized its counter-proposals or counter-offer in a draft contract. VIVA through its Board of Directors, rejected such counter-offer. Even if it be conceded arguendo that Del Rosario had accepted the counter-offer, the acceptance did not bind VIVA, as there was no proof whatsoever that Del Rosario had the specific authority to do so.

The instant petition was GRANTED.

7)LOURDES ONG LIMSON VS. COURT of APPEALS, et al357 SCRA 209G. R. No. 135929 April 20, 2001

FACTS:

In July 1978, respondent spouses Lorenzo de Vera and Asuncion Santos-de Vera, through their agent Marcosa Sanchez, offered to sell to petitioner Lourdes Ong Limson a parcel of land. The respondent spouses were the owners of the subject property.

On July 31, 1978, she agreed to but the property at the price of P34. 00 per square meter and gave P20, 000.00 as earnest money. The respondent spouses signed a receipt thereafter and gave her a 10-day option period to purchase the property. Respondent spouses informed petitioner that the subject property was mortgaged to Emilio Ramos and Isidro Ramos. Petitioner was asked to pay the balance of the purchase price to enable the respondent spouses to settle their obligation with the Ramoses. Petitioner agreed to meet respondent spouses and the Ramoses on August 5, 1978, to consummate the transaction; however, the respondent spouses and the Ramoses did not appear, same with their second meeting.

On August 23, 1978, petitioner allegedly gave respondent spouses three checks for the settlement the back taxes of property. On September 5, 1978, the agent of the respondent spouses informed petitioner that the property was the subject of a negotiation for the sale to respondent Sunvar Realty Development Corporation.

Petitioner alleged that it was only on September 15, 1978, that TCT No. S-72946 covering the property was issued to respondent spouses. On the same day, petitioner filed and Affidavit of Adverse Claim with the Office of the Registry of Deeds of Makati, Metro Manila. The Deed of Sale between respondent spouses and respondent Sunvar was executed on September 15, 1978 and TCT No. S-72377 was issued in favor of Sunvar on September 26, 1978 with the Adverse Claim of petitioner annotated thereon.

Respondent spouses and Sunvar filed their Answers and Answers to Cross-Claim, respectively. On appeal, the Court of Appeals completely reversed the decision of the trial court and ordered the Register of Deeds of Makati City to lift the Adverse Claim and ordered petitioner to pay respondent Sunvar and respondent spouses exemplary and nominal damages and attorneys fees. Hence, this petition.

ISSUE:

Whether or not the agreement between petitioner and respondent spouses was a mere option or a contract to sell.

RULING:

The Supreme Court held that the agreement between the parties was a contract of option and not a contract to sell. An option is continuing offer or contract by which the owner stipulates with another that the latter shall have the right to buy the property at a fixed price within a time certain, or under, or in compliance with, certain terms and conditions, or which gives the owner of the property the right to sell or demand a sale. It is also sometimes called an unaccepted offer. An option is not of itself a purchase, but merely secures the privilege to buy. It is not a sale of property but a sale of the right to purchase. Its distinguishing characteristic is that it imposes no binding obligation on the person holding the option, aside from the consideration for the offer.

8)REYNALDO VILLANUEVA vs. PHILIPPINE NATIONAL BANKG.R. NO. 154493 December 6, 2006

FACTS:

The Special Assets Management Department (SAMD) of PNB issued an advertisement for the sale thru bidding of certain PNB properties including Lot No. 17, covered by TCT No. T-15042, with an advertised floor price of P1,409,000.00, and Lot No. 19, covered by TCT No. T-15036, with an advertised floor price of P2,268,000.00. Bidding was subject to the following conditions: 1) that cash bids be submitted not later than April 27, 1989; 2) that said bids be accompanied by a 10% deposit in managers or cashiers check; and 3) that all acceptable bids be subject to approval by PNB authorities.

In a June 28, 1990 letter to the Manager, Reynaldo Villanueva offered to purchase Lot Nos. 17 and 19 for P3,677,000.00. He also manifested that he was depositing P400,000.00 to show his good faith but with the understanding that said amount may be treated as part of the payment of the purchase price only when his offer is accepted by PNB. At the bottom of said letter there appears an unsigned marginal note stating that P400,000.00 was deposited into Villanuevas account (Savings Account No. 43612) with PNB-General Santos Branch.

Guevara, the vice-president informed Villanueva that only Lot No. 19 is available and that the asking price therefor is P2,883,300.00. PNB also stated that if quoted price is acceptable to Villanueva, then the latter must submit a revised offer to purchase. And Sale shall be subject to its Board of Directors approval and to other terms and conditions imposed by the Bank on sale of acquired assets.

Instead of submitting a revised offer, Villanueva merely inserted at the bottom of Guevaras letter a July 11, 1990 marginal note, which reads:

C O N F O R M E:

PRICE OF P2,883,300.00 (downpayment of P600,000.00 and the balance payable in two (2) years at quarterly amortizations.)

Villanueva paid P200,000.00 to PNB which issued O.R. No. 16997 to acknowledge receipt of the partial payment deposit on offer to purchase. On the dorsal portion of Official Receipt No. 16997, Villanueva signed a typewritten note, stating:

This is a deposit made to show the sincerity of my purchase offer with the understanding that it shall be returned without interest if my offer is not favorably considered or be forfeited if my offer is approved but I fail/refuse to push through the purchase.

Also, on July 24, 1990, P380,000.00 was debited from Villanuevas Savings Account No. 43612 and credited to SAMD.

On October 11, 1990, however, Guevara wrote Villanueva that upon orders of the PNB Board of Directors to conduct another appraisal and public bidding of Lot No. 19, SAMD is deferring negotiations with him over said property and returning his deposit of P580,000.00. Undaunted, Villanueva attempted to deliver postdated checks covering the balance of the purchase price but PNB refused the same.

Hence, Villanueva filed with the RTC a Complaint for specific performance and damages against PNB. The RTC rendered judgment in favor of the plaintiff and against the defendant directing it to execute a deed of sale in favor of the plaintiff over Lot 19 comprising after payment of the balance in cash in the amount of P2,303,300.00 and to pay the plaintiff P1,000,000.00 as moral damages; P500,000.00 as attorneys fees, plus litigation expenses and costs of the suit.

PNB appealed to the CA which reversed and set aside the RTC decision.

ISSUE:Whether or not a perfected contract of sale exists between petitioner and respondent PNB.

RULING:

The Court sustained the CA. The CA held that the case at bench, consent, in respect to the price and manner of its payment, is lacking. The record shows that appellant, thru Guevaras July 6, 1990 letter, made a qualified acceptance of appellees letter-offer dated June 28, 1990 by imposing an asking price of P2,883,300.00 in cash for Lot 19. The letter dated July 6, 1990 constituted a counter-offer (Art. 1319, Civil Code), to which appellee made a new proposal, i.e., to pay the amount of P2,883,300.00 in staggered amounts, that is, P600,000.00 as downpayment and the balance within two years in quarterly amortizations.

A qualified acceptance, or one that involves a new proposal, constitutes a counter-offer and a rejection of the original offer (Art. 1319, id.). Consequently, when something is desired which is not exactly what is proposed in the offer, such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuls the offer. Appellees new proposal, which constitutes a counter-offer, was not accepted by appellant, its board having decided to have Lot 19 reappraised and sold thru public bidding.

9)CATALAN vs. BASAJULY 31, 2007

FACTS:

On October 20, 1948, FELICIANO CATALAN Feliciano was discharged from active military service. The Board of Medical Officers of the Department of Veteran Affairs found that he was unfit to render military service due to his schizophrenic reaction, catatonic type, which incapacitates him because of flattening of mood and affect, preoccupation with worries, withdrawal, and sparse and pointless speech. On September 28, 1949, Feliciano married Corazon Cerezo. On June 16, 1951, a document was executed, titled Absolute Deed of Donation, wherein Feliciano allegedly donated to his sister MERCEDES CATALAN one-half of the real property described, viz:A parcel of land located at Barangay Basing, Binmaley, Pangasinan. Bounded on the North by heirs of Felipe Basa; on the South by Barrio Road; On the East by heirs of Segundo Catalan; and on the West by Roman Basa. Containing an area of Eight Hundred One (801) square meters, more or less. The donation was registered with the Register of Deeds.On December 11, 1953, Peoples Bank and Trust Company filed a Special Proceedings before the Court of First Instance to declare Feliciano incompetent. On December 22, 1953, the trial court issued its Order for Adjudication of Incompetency for Appointing Guardian for the Estate and Fixing Allowance of Feliciano. The following day, the trial court appointed Peoples Bank and Trust Company as Felicianos guardian. Peoples Bank and Trust Company has been subsequently renamed, and is presently known as the Bank of the Philippine Islands (BPI). On November 22, 1978, Feliciano and Corazon Cerezo donated Lots 1 and 3 of their property, registered under Original Certificate of Title (OCT) No. 18920, to their son Eulogio Catalan.Mercedes sold the property in issue in favor of her children Delia and Jesus Basa. The Deed of Absolute Sale was registered with the Register of Deeds and a Tax Declaration was issued in the name of respondents.Feliciano and Corazon Cerezo donated Lot 2 of the aforementioned property registered under OCT No. 18920 to their children Alex Catalan, Librada Catalan and Zenaida Catalan. On February 14, 1983, Feliciano and Corazon Cerezo donated Lot 4 (Plan Psu-215956) of the same OCT No. 18920 to Eulogio and Florida Catalan.BPI, acting as Felicianos guardian, filed a case for Declaration of Nullity of Documents, Recovery of Possession and Ownership, as well as damages against the herein respondents. BPI alleged that the Deed of Absolute Donation to Mercedes was void ab initio, as Feliciano never donated the property to Mercedes. In addition, BPI averred that even if Feliciano had truly intended to give the property to her, the donation would still be void, as he was not of sound mind and was therefore incapable of giving valid consent. Thus, it claimed that if the Deed of Absolute Donation was void ab initio, the subsequent Deed of Absolute Sale to Delia and Jesus Basa should likewise be nullified, for Mercedes Catalan had no right to sell the property to anyone. BPI raised doubts about the authenticity of the deed of sale, saying that its registration long after the death of Mercedes Catalan indicated fraud. Thus, BPI sought remuneration for incurred damages and litigation expenses.On August 14, 1997, Feliciano passed away. The original complaint was amended to substitute his heirs in lieu of BPI as complainants in Civil Case No. 17666.The trial court found that the evidence presented by the complainants was insufficient to overcome the presumption that Feliciano was sane and competent at the time he executed the deed of donation in favor of Mercedes Catalan. Thus, the court declared, the presumption of sanity or competency not having been duly impugned, the presumption of due execution of the donation in question must be upheld. The Court of Appeals upheld the trial courts decision.

ISSUE:Whether said decision of the lower courts is correct.

RULING:

Petitioners questioned Felicianos capacity at the time he donated the property, yet did not see fit to question his mental competence when he entered into a contract of marriage with Corazon Cerezo or when he executed deeds of donation of his other properties in their favor. The presumption that Feliciano remained competent to execute contracts, despite his illness, is bolstered by the existence of these other contracts. Competency and freedom from undue influence, shown to have existed in the other acts done or contracts executed, are presumed to continue until the contrary is shown.Needless to state, since the donation was valid, Mercedes had the right to sell the property to whomever she chose. Not a shred of evidence has been presented to prove the claim that Mercedes sale of the property to her children was tainted with fraud or falsehood. It is of little bearing that the Deed of Sale was registered only after the death of Mercedes. What is material is that the sale of the property to Delia and Jesus Basa was legal and binding at the time of its execution. Thus, the property in question belongs to Delia and Jesus Basa.petitioners raised the issue of prescription and laches for the first time on appeal before this Court. It is sufficient for this Court to note that even if the present appeal had prospered, the Deed of Donation was still a voidable, not a void, contract. As such, it remained binding as it was not annulled in a proper action in court within four years.IN VIEW WHEREOF, there being no merit in the arguments of the petitioners, the petition is DENIED. The CA decision was affirmed in toto.

10)DOMINGO V. COURT OF APPEALSG.R. No. 127540. October 17, 2001

FACTS:

Paulina Rigonan owned three parcels of land including the house and warehouse on one parcel. She allegedly sold them to private respondents, the spouses Felipe and Concepcion Rigonan, who claim to be her relatives. In 1966, petitioners who claim to be her closest surviving relatives, allegedly took possession of the properties by means of stealth, force and intimidation, and refused to vacate the same. According to defendants, the alleged deed of absolute sale was void for being spurious as well as lacking consideration. They said that Paulina Rigonan did not sell her properties to anyone. As her nearest surviving kin within the fifth degree of consanguinity, they inherited the three lots and the permanent improvements thereon when Paulina died. They said they had been in possession of the contested properties for more than 10 years.

ISSUE:

1.) Whether or not the consideration in Deed of Sale can be used to impugn the validity of the Contract of Sale.2.) Whether or not the alleged Deed of Sale executed by Paulina Rigonan in favor of the private respondents is valid.

RULING:

1.) Consideration is the why of a contract, the essential reason which moves the contracting parties to enter into the contract. The Court had seen no apparent and compelling reason for her to sell the subject 9 parcels of land with a house and warehouse at a meager price of P850 only. On record, there is unrebutted testimony that Paulina as landowner was financially well off. She loaned money to several people. Undisputably, the P850.00 consideration for the nine (9) parcels of land including the house and bodega is grossly and shockingly inadequate, and the sale is null and void ab initio.

2.) The Curt ruled in the negative. Private respondents presented only a carbon copy of this deed. When the Register of Deeds was subpoenaed to produce the deed, no original typewritten deed but only a carbon copy was presented to the trial court. None of the witnesses directly testified to prove positively and convincingly Paulinas execution of the original deed of sale. The carbon copy did not bear her signature, but only her alleged thumbprint. Juan Franco testified during the direct examination that he was an instrumental witness to the deed. However, when cross-examined and shown a copy of the subject deed, he retracted and said that said deed of sale was not the document he signed as witness.

11) MENDOZANA, ET AL. V. OZAMIZ ET AL.G.R. No. 143370, February 6, 2002

FACTS:

Petitioner spouses Mario J. Mendezona and Teresita M. Mendezona, petitioner spouses Luis J. Mendezona and Maricar L. Mendezona, and petitioner Teresita Adad Vda. de Mendezona own a parcel of land each with almost similar areas of 3,462 square meters, 3,466 square meters and 3,468 square meters. The petitioners ultimately traced their titles of ownership over their respective properties from a notarized Deed of Absolute Sale executed in their favor by Carmen Ozamiz. The petitioners initiated the suit to remove a cloud on their said respective titles caused by the inscription thereon. The respondents opposed the petitioners claim of ownership of the said parcels of land alleging that the titles issued in the petitioners names are defective and illegal, and the ownership of the said property was acquired in bad faith and without value inasmuch as the consideration for the sale is grossly inadequate and unconscionable. Respondents further alleged that at the time of the sale as alleged, Carmen Ozamiz was already ailing and not in full possession of her mental faculties; and that her properties having been placed in administration, she was in effect incapacitated to contract with petitioners. They argue that the Deed of Absolute sale is a simulated contract.

ISSUE:

Whether or not the Deed of Absolute Sale in the case at bar was simulated.

RULING:

The Court ruled that the Deed in the case at bar is not a simulated contract. Simulation is defined as the declaration of a fictitious will, deliberately made by agreement of the parties, in order to produce, for the purposes of deception, the appearances of a juridical act which does not exist or is different from what that which was really executed. The requisites of simulation are: (a) an outward declaration of will different from the will of the parties; (b) the false appearance must have been intended by mutual agreement; and (c) the purpose is to deceive third persons.None of these were clearly shown to exist in the case at bar. The Deed of Absolute Sale is a notarized document duly acknowledged before a notary public. As such, it has in its favor the presumption of regularity, and it carries the evidentiary weight conferred upon it with respect to its due execution. It is admissible in evidence without further proof of its authenticity and is entitled to full faith and credit upon its face. The burden fell upon the respondents to prove their allegations attacking the validity and due execution of the said Deed of Absolute Sale. Respondents failed to discharge that burden; hence, the presumption in favor of the said deed stands.

12) LIM VS. COURT OF APPEALSG.R. No. 55201, February 3, 1994

FACTS:

The deceased spouses Tan Quico and Josefa Oraa, who both died intestate left 96 hectares of land. The late spouses were survived by four children; Cresencia, Lorenzo, Hermogenes and Elias. Elias died on May 2, 1935. Cresencia died on December 20, 1967. She was survived by her husband, Lim Chay Sing, and children, Mariano, Jaime, Jose Jovita, Anacoreta, Antonietta, Ruben, Benjamin and Rogelio who are now the petitioners in the case at bench. The Cresencia only reached the second grade of elementary school. She could not read or write in English. On the other hand, Lorenzo is a lawyer and a CPA. Heirs of Cresencia alleged that since the demise of the spouses Tan Quico and Josefa Oraa, the subject properties had been administered by respondent Lorenzo. They claimed that before her death, Cresencia had demanded their partition from Lorenzo. After Cresencias death, they likewise clamored for their partition. Their effort proved fruitless.Respondents Lorenzo and Hermogenes unyielding stance against partition is based on various contentions. They cited as evidence the Deed of Confirmation of Extra Judicial Settlement of the Estate of Tan Quico and Josefa Oraa and a receipt of payment. Principally, they urge that the properties had already been partitioned, albeit, orally; and during her lifetime, the late Cresencia had sold and conveyed all her interests in said properties to respondent Lorenzo.

ISSUE:Whether or not there is error or mistake in the signing of the Deed.

RULING:There is an error in the signing of the Deed.Article 1332 of the Civil Code provides: When one of the parties is unable to read, or if the contract is in a language not understood by him, and mistake or fraud is alleged, the person enforcing the contract must show that the terms thereof have been fully explained to the former. In the case at bar, the questioned Deed is written in English, a language not understood by Cresencia an illiterate in the said language. It was prepared by the respondent Lorenzo, a lawyer and CPA. Lorenzo did not cause the notarization of the Deed. Considering these circumstances, the burden was on private respondents to prove that the content of the Deed was explained to the illiterate Cresencia before she signed it. In this regard, the evidence adduced by the respondents failed to discharge their burden.This substantive law came into being due to the finding of the Code Commission that there is still a fairly large number of illiterates in this country, and documents are usually drawn up in English or Spanish. It is also in accord with our state policy of promoting social justice. It also supplements Article 24 of the Civil Code which calls on court to be vigilant in the protection of the rights of those who are disadvantaged in life.

13)RUIZ VS. COURT OF APPEALSG.R. NO. 146942 APRIL 22, 2003

FACTS:

Petitioner Corazon Ruiz is engaged in the business of buying and selling jewelry. She obtained loans from private respondent Consuelo Torres on different occasions and in different amounts. Prior to their maturity, the loans were consolidated under 1 promissory note worth P750 000 secured by real estate mortgage of a land registered to petitioner.Petitioner obtained 3 more loans from private respondent worth P100 000 each. These combined loans of P300 000 were secured by jewelry pledged by petitioner to private respondent worth P571 000.Petitioner paid the stipulated 3% monthly interest on the P750 000 loan, amounting to P270 000. After March 1996, petitioner was unable to make interest payments as she had difficulties collecting from her clients in her jewelry business.Because of petitioners failure to pay the principal loan of P750 000, as well as the interest payment, private respondent demanded payment not only of the P750 000 loan but also of the P300 000 loan. When petitioner failed to pay, private respondent sought the extrajudicial foreclosure of the aforementioned real estate mortgage.

ISSUE:Whether or not there is undue influence in the signing of the promissory note.

RULING:The fact that petitioner and private respondent had entered into not only one but several loan transactions shows that petitioner was not in any way compelled to accept the terms allegedly imposed by private respondent. The promissory notes in question did not contain any fine print provision which could have escaped the attention of the petitioner. Petitioner had all the time to go over and study the stipulations embodied in the promissory notes. These promissory notes contain similar terms and conditions, with a little variance in the terms of interests and surcharges. Moreover, petitioner, in her complaint never claimed that she was forced to sign the subject note.

14)

DELA CRUZ V. SISONG.R. No. 163770 February 17, 2005

FACTS:

Epifania Dela Cruz alleged that in 1992, she discovered that her rice land in has been transferred and registered in the name of her nephew, Eduardo C. Sison, without her knowledge and consent, purportedly on the strength of a Deed of Sale she executed.Epifania then filed a complaint praying to declare the deed of sale null and void. She alleged that Eduardo tricked her into signing the Deed of Sale, by inserting the deed among the documents she signed pertaining to the transfer of her residential land, house and camarin, in favor of Demetrio, her foster child and the brother of Eduardo.Respondents, spouses Eduardo and Eufemia Sison denied that they employed fraud or trickery in the execution of the Deed of Sale. They claimed that they purchased the property from Epifania for P20 000 and that the deed was duly notarized, complied with all requisites for its registration, as evidenced by the Investigation Report by the Department of Agrarian Reform, Affidavit of Seller/Transferor, Affidavit of Buyer/Transferee, Certification issued by the Provincial Agrarian Reform Officer, Letter for the Secretary of Agrarian Reform, Certificate Authorizing Payment of Capital Gains Tax, and the payment of the registration fees. Some of these documents even bore the signature of Epifania which only proves that she agreed to the transfer of the property.

ISSUE:

1.) Whether fraud attended the execution of a contract 2.) Whether the deed of absolute sale is valid.

RULING:

1.) A comparison of the deed of sale in favor of Demetrio and the deed of sale in favor Eduardo, draws out the conclusion that there was no trickery employed. One can readily see that the first deed of sale is in all significant respects different from the second deed of sale. A casual perusal, even by someone as old as Epifania, would enable one to easily spot the differences. Epifania could not have failed to miss them.The Court is bound by the appellate courts findings, unless they are contrary to those of the trial court, in which case we may wade into the factual dispute to settle it with finality.

2.) After a careful perusal of the records, we sustain the Court of Appeals ruling that the Deed of Absolute Sale dated November 24, 1989 is valid.There being no evidence adduced to support her bare allegations, thus, Epifania failed to satisfactorily establish her inability to read and understand the English language.Although Epifania was 79 years old at the time of the execution of the assailed contract, her age did not impair her mental faculties as to prevent her from properly and intelligently protecting her rights. Even at 83 years, she exhibited mental astuteness when she testified in court. It is, therefore, inconceivable for her to sign the assailed documents without ascertaining their contents, especially if, as she alleges, she did not direct Eduardo to prepare the same.

15)

RURAL BANK OF ST. MARIA, PANGASINAN V. COURT OF APPEALSG.R. No. 110672. September 14, 1999

FACTS:

Real Estate Mortgage as a security for loans obtained amounting to P156 270 was executed by Manuel Behis on a land in favor of Rural Bank of St. Maria, Pangasinan. But Manuel, being a delinquent, sold the land, evidenced by a Deed of Absolute Sale with Assumption of Mortgage to Rayandayan and Arceo for the sum of P250 000. On the same day, Rayandayan and Arceo, together with Manual Behis executed another Agreement embodying the consideration of the sale of the land in the sum of P2.4 million. The land, however, remained in the name of Behis because the former did not present to the Register of Deeds the contracts. Rayandaran and Arceo presented the Deed of Absolute Sale to the bank and negotiated with the principal stockholder of the bank for the assumption of the indebtedness of Manuel Behis and the subsequent release of the mortgage on the property by the bank. Rayandaran and Arceo did not show to the bank the agreement with Manuel Behis providing for the real consideration of P2.4 million. Subsequently, the bank consented to the substitution of plaintiffs as mortgage debtors in place of Manuel Behis in a Memorandum of Agreement between private respondents and the bank with restricted and liberalized terms for the payment of the mortgage debt including the initial payment of P143 782.22.Due to the appearance of Christina Behis, Manuels wife and a co-signatory in the mortgaged land alleging that her signature in the deed of sale was forged, the bank discontinued to comply with the Memorandum of Agreement considering it to be void.In a letter, plaintiffs demanded that the bank comply with its obligation under the Memorandum of Agreement to which the latter denied. Petitioner bank argued that the Memorandum of Agreement is voidable on the ground that its consent to enter said agreement was vitiated by fraud because private respondents withheld from petitioner bank the material information that the real consideration for the sale with assumption of mortgage of the property by Manuel Behis to Rayandayan and Arceo is P2,400,000.00, and not P250,000.00 as represented to petitioner bank. According to petitioner bank, had it known for the real consideration for the sale, i.e. P2.4 million, it would not have consented into entering the Memorandum of Agreement with Rayandayan and Arceo as it was put in the dark as to the real capacity and financial standing of private respondents to assume the mortgage from Manuel Behis.

ISSUE:

Whether or not there existed a fraud in the case at bar.

RULING:

The Court ruled that there was no fraud in the case at bar. It is believed that the non-disclosure to the bank of the purchase price of the sale of the land between private respondents and Manuel Behis cannot be the fraud contemplated by Article 1338 of the Civil Code. The kind of fraud that will vitiate a contract refers to those insidious words or machinations resorted to by one of the contracting parties to induce to the other to enter into a contract which without them he would not have agreed to. Simply stated, the fraud must be determining cause of the contract, or must have caused the consent to be given. Pursuant to Art. 1339 of the Code, silence or concealment, by itself, does not constitute fraud unless there is a special duty to disclose certain facts. In the case at bar, private respondents had no duty to do such.From the sole reason submitted by the petitioner bank that it was kept in the dark as to the financial capacity of private respondents, the Court cannot see how the omission or concealment of the real purchase price could have induced the bank into giving its consent to the agreement; or that the bank would not have otherwise given its consent had it known of the real purchase price.

16)CARABEO VS DINGCOG.R. No. 190823, April 04, 2011

FACTS:On July 10, 1990, Domingo Carabeo (petitioner) entered into a contract denominated as "Kasunduan sa Bilihan ng Karapatan sa Lupa" with Spouses Norberto and Susan Dingco (respondents) whereby petitioner agreed to sell his rights over a 648 square meter parcel of unregistered land situated in Purok III, Tugatog, Orani, Bataan to respondents for P38,000. Respondents tendered their initial payment of P10,000 upon signing of the contract, the remaining balance to be paid on September 1990. Respondents were later to claim that when they were about to hand in the balance of the purchase price, petitioner requested them to keep it first as he was yet to settle an on-going "squabble" over the land. Sometime in 1994, respondents learned that the alleged problem over the land had been settled and that petitioner had caused its registration in his name on December 21, 1993 under Transfer Certificate of Title No. 161806. They thereupon offered to pay the balance but petitioner declined, drawing them to file a complaint before the Katarungan Pambarangay.No settlement was reached, however, hence, respondent filed a complaint for specific performance before the Regional Trial Court (RTC) of Balanga, Bataan.The trial court ruled in favor of respondents. CA affirmed RTC. Hence this petition.

ISSUE:

Whether or not the CA erred in their decision by favoring respondents.

RULING:

The Supreme Court denied the petition. The court contends that the KASUNDUAN which pertinent portion reads Na ako ay may isang partial na lupa na matatagpuan sa Purok 111, Tugatog, Orani Bataan, na may sukat na 27 x 24 metro kuwadrado, ang nasabing lupa ay may sakop na dalawang punong santol at isang punong mangga, kaya't ako ay nakipagkasundo sa mag-asawang Norby Dingco at Susan Dingco na ipagbili sa kanila ang karapatan ng nasabing lupa sa halagang P38,000.00, That the kasunduan did not specify the technical boundaries of the property did not render the sale a nullity. The requirement that a sale must have for its object a determinate thing is satisfied as long as, at the time the contract is entered into, the object of the sale is capable of being made determinate without the necessity of a new or further agreement between the parties. As the above-quoted portion of the kasunduan shows, there is no doubt that the object of the sale is determinate. In the present case, respondents are pursuing a property right arising from the kasunduan, whereas petitioner is invoking nullity of the kasunduan to protect his proprietary interest. Assuming arguendo, however, that the kasunduan is deemed void, there is a corollary obligation of petitioner to return the money paid by respondents, and since the action involves property rights. The death of a client immediately divests the counsel of authority. Thus, in filing a Notice of Appeal, petitioner's counsel of record had no personality to act on behalf of the already deceased client who, it bears reiteration, had not been substituted as a party after his death.

17)MELLIZA VS. CITY OF ILOILOG.R No. L-24732, April 30, 1968

FACTS:

Juliana Melliza owned three parcels of residential land. She sold to the Municipality of Iloilo a certain lot to serve as site for the municipal hall. The donation was however revoked by the parties for the reason that area was found inadequate to meet the requirements of the development plan. Subsequently the said lot was divided into several divisions. She then sold her remaining interest on the said lot to Remedios San Villanueva. Remedios in turn transferred the rights to said portion of land to Pio Sian Melliza. The transfer Certificate of title in Mellizas name bears on annotation stating that a portion of said lot belongs to the Municipality of Iloilo. Later the City of Iloilo donated the city hall site to the University of the Philippines, Iloilo which fenced the same with iron wires. Pio Sian Melliza then filed action against Iloilo City and the University of the Philippines for recovery of the parcel of land or of its value.Petitioner contends that the claimed lot was not included in those lots which were sold by Juliana Melliza to Iloilo City and further asserts that the Deed of Sale invalid because the law requires as an essential element of sale, determinate object, which was blur in the case at bar.

ISSUE:Whether or not the Deed of Sale should be declared invalid because the object is not determinate as required by law.

RULING:

Article 1460 of the Civil Code states that the sale must have for its object a determinate thing, is fulfilled as long as, at the time the contract is entered into, the object of the sale is cable of being determinate without the necessity of a new or further agreement between the parties. The specific mention of some of the lots plus the statement that the lots object of the sale are the ones needed for city hall site sufficient provides a basis, as of the time, of the execution of the contract, for rendering determinate said lots without the need of a new further agreement of the parties.

18)ORDUA VS. FUENTEBELLA et. AlG.R. No. 176841 : June 29, 2010

FACTS:

This case involves a residential lot with an area of 74 square meters located at Fairview Subdivision, Baguio City, originally registered in the name of Armando Gabriel, Sr. under Transfer Certificate of Title (TCT) No. 67181 of the Registry of Deeds of Baguio City.Sometime in 1996 or thereabouts, Gabriel Sr. sold the subject lot to petitioner Antonita Ordua, but no formal deed was executed to document the sale. The contract price was apparently payable in installments as Antonita remitted from time to time and Gabriel Sr. accepted partial payments. One of the Orduas would later testify that Gabriel Sr. agreed to execute a final deed of sale upon full payment of the purchase price.In 1979, Antonita and her sons, Dennis and Anthony Ordua, were already occupying the subject lot on the basis of some arrangement undisclosed in the records and even constructed their house thereon. They also paid real property taxes for the house and declared it for tax purposes, as evidenced by Tax Declaration in which they place the assessed value of the structure at PhP 20,090. After the death of Gabriel Sr., his son and namesake, respondent Gabriel Jr., secured TCT No. T-71499 over the subject lot and continued accepting payments from the petitioners. On December 12, 1996, Gabriel Jr. wrote Antonita authorizing her to fence off the said lot and to construct a road in the adjacent lot. On December 13, 1996, Gabriel Jr. acknowledged receipt of a PhP 40,000 payment from petitioners. Through a letter dated May 1, 1997, Gabriel Jr. acknowledged that petitioner had so far made an aggregate payment of PhP 65,000, leaving an outstanding balance of PhP 60,000. A receipt Gabriel Jr. issued dated November 24, 1997 reflected a PhP 10,000 payment. Despite all those payments made for the subject lot, Gabriel Jr. would later sell it to Bernard Banta (Bernard) obviously without the knowledge of petitioners. On July 3, 2001, petitioners, joined by Teresita, filed a Complaint for Annulment of Title, Reconveyance with Damages against the respondents before the RTC. The RTC ruled for the respondents. The CA dismissed the appeal, hence this petition.

ISSUE:

Whether or not the sale of the subject lot by Gabriel Sr. to Antonita is unenforceable under the Statute of Frauds;Whether or not such sale has adequate consideration;Whether the instant action has already prescribed; and whether or not respondents are purchasers in good faith.

RULING:

On the first issue, the court notices that Gabriel Sr., during his lifetime, sold the subject property to Antonita, the purchase price payable on installment basis. Gabriel Sr. appeared to have been a recipient of some partial payments. After his death, his son duly recognized the sale by accepting payments and issuing what may be considered as receipts therefor. Gabriel Jr., in a gesture virtually acknowledging the petitioners' dominion of the property, authorized them to construct a fence around it. And no less than his wife, Teresita, testified as to the fact of sale and of payments received. Eduardo's assertion in his Answer that "persons appeared in the property" only after "he initiated ejectment proceedings" is clearly baseless. On the second issue, the trial court's posture, with which the CA effectively concurred, is patently flawed. For starters, they equated incomplete payment of the purchase price with inadequacy of price or what passes as lesion, when both are different civil law concepts with differing legal consequences, the first being a ground to rescind an otherwise valid and enforceable contract. Perceived inadequacy of price, on the other hand, is not a sufficient ground for setting aside a sale freely entered into, save perhaps when the inadequacy is shocking to the conscience. The Court to be sure takes stock of the fact that the contracting parties to the 1995 or 1996 sale agreed to a purchase price of PhP 125,000 payable on installments. But the original lot owner, Gabriel Sr., died before full payment can be effected. Nevertheless, petitioners continued remitting payments to Gabriel, Jr., who sold the subject lot to Bernard on June 30, 1999. Gabriel, Jr., as may be noted, parted with the property only for PhP 50,000. On the other hand, Bernard sold it for PhP 80,000 to Marcos and Benjamin. From the foregoing price figures, what is abundantly clear is that what Antonita agreed to pay Gabriel, Sr., albeit in installment, was very much more than what his son, for the same lot, received from his buyer and the latter's buyer later. The Court, therefore, cannot see its way clear as to how the RTC arrived at its simplistic conclusion about the transaction between Gabriel Sr. and Antonita being without "adequate consideration."On the third issue, the court finds no quibbling about the fraudulent nature of the conveyance of the subject lot effected by Gabriel Jr. in favor of Bernard. It is understandable that after his father's death, Gabriel Jr. inherited subject lot and for which he was issued TCT No. T-71499. Since the Gabriel Sr. - Antonita sales transaction called for payment of the contract price in installments, it is also understandable why the title to the property remained with the Gabriels. And after the demise of his father, Gabriel Jr. received payments from the Orduas and even authorized them to enclose the subject lot with a fence. In sum, Gabriel Jr. knew fully well about the sale and is bound by the contract as predecessor-in-interest of Gabriel Sr. over the property thus sold. The prescriptive period for the reconveyance of fraudulently registered real property is 10 years, reckoned from the date of the issuance of the certificate of title, if the plaintiff is not in possession, but imprescriptible if he is in possession of the property. Thus, one who is in actual possession of a piece of land claiming to be the owner thereof may wait until his possession is disturbed or his title is attacked before taking steps to vindicate his right. As it is, petitioners' action for reconveyance is imprescriptible. In view of this case, the court ruled that petitioner Antonita Ordua is recognized to have the right of ownership over subject lot covered by TCT No. T-3276 of the Baguio Registry registered in the name of Eduardo J. Fuentebella and therefore granted the petition and set aside the decision of the lower court.

19)SUNTAY V. COURT OF APPEALSG.R. No. 114950, December 19, 1995

FACTS:

Respondent Federico Suntay is the owner of a parcel of land and a rice mill, warehouse, and other improvements situated in the said land. A rice miller, Federico, in a letter applied as a miller-contractor of the National Rice and Corn Corporation (NARIC). He informed the NARIC that he had a daily rice mill output of 400 cavans of palay and warehouse storage capacity of 150,000 cavans of palay. His application, although prepared by his nephew-lawyer, Rafael Suntay, was disapproved, because at that time he was tied up with several unpaid loans.

For purposes of circumvention, he had thought of allowing Rafael to make the application for him. Rafael prepared an absolute deed of sale whereby Federico, for and in consideration of P20,000.00 conveyed to Rafael said parcel of land with all its existing structures. Said deed was notarized as Document No. 57 and recorded on Page 13 of Book 1, Series of 1962, of the Notarial Register of Atty. Herminio V. Flores. Less than three months after this conveyance, a counter sale was prepared and signed by Rafael who also caused its delivery to Federico. Through this counter conveyance, the same parcel of land with all its existing structures was sold by Rafael back to Federico for the same consideration of P20,000.00. Although on its face, this second deed appears to have been notarized as Document No. 56 and recorded on Page 15 of Book 1, Series of 1962, of the notarial register of Atty. Herminio V. Flores, an examination thereof will show that, recorded as Document No. 56 on Page 13, is not the said deed of sale but a certain "real estate mortgage on a parcel of land with TCT No. 16157 to secure a loan of P3,500.00 in favor of the Hagonoy Rural Bank."

Nowhere on page 13 of the same notarial register could be found any entry pertaining to Rafael's deed of sale. Testifying on this irregularity, Atty. Flores admitted that he failed to submit to the Clerk of Court a copy of the second deed. Neither was he able to enter the same in his notarial register. Even Federico himself alleged in his Complaint that, when Rafael delivered the second deed to him, it was neither dated nor notarized.

Upon the execution and registration of the first deed, Certificate of Title No. 0-2015 in the name of Federico was cancelled and in lieu thereof, TCT No. T-36714 was issued in the name of Rafael. Even after the execution of the deed, Federico remained in possession of the property sold in concept of owner. Significantly, notwithstanding the fact that Rafael became the titled owner of said land and rice mill, he never made any attempt to take possession thereof at any time, while Federico continued to exercise rights of absolute ownership over the property.

In a letter, dated August 14, 1969, Federico, through his new counsel, Agrava & Agrava, requested that Rafael deliver his copy of TCT No. T-36714 so that Federico could have the counter deed of sale in his favor registered in his name. The request having been obviously turned down, Agrava & Agrava filed a petition with the Court of First Instance of Bulacan asking Rafael to surrender his owner's duplicate certificate of TCT No. T-36714. In opposition thereto, Rafael chronicled the discrepancy in the notarization of the second deed of sale upon which said petition was premised and ultimately concluded that said deed was a counterfeit or "at least not a public document which is sufficient to transfer real rights according to law." On September 8, 1969, Agrava & Agrava filed a motion to withdraw said petition, and, on September 13, 1969, the Court granted the same.

On July 8, 1970, Federico filed a complaint for reconveyance and damages against Rafael. In his answer, Rafael scoffed at the attack against the validity and genuineness of the sale to him of Federico's land and rice mill. Rafael insisted that said property was "absolutely sold and conveyed . . . for a consideration of P20,000.00, Philippine currency, and for other valuable consideration".

While the trial court upheld the validity and genuineness of the deed of sale executed by Federico in favor of Rafael, which deed is referred to above as Exhibit A, it ruled that the counter-deed, referred to as Exhibit B, executed by Rafael in favor of Federico, was simulated and without consideration, hence, null and void ab initio.

Moreover, while the trial court adjudged Rafael as the owner of the property in dispute, it did not go to the extent of ordering Federico to pay back rentals for the use of the property as the court made the evidential finding that Rafael simply allowed his uncle to have continuous possession of the property because or their understanding that Federico would subsequently repurchase the same.From the aforecited decision of the trial court, both Federico and Rafael appealed. The Court of Appeals rendered judgment affirming the trial court's decision, with a modification that Federico was ordered to surrender the possession of the disputed property to Rafael. Counsel of Federico filed a motion for reconsideration of the aforecited decision. While the motion was pending resolution, Atty. Ricardo M. Fojas entered his appearance in behalf of the heirs of Rafael who had passed away on November 23, 1988. Atty. Fojas prayed that said heirs be substituted as defendants-appellants in the case. The prayer for substitution was duly noted by the court in a resolution dated April 6, 1993. Thereafter, Atty. Fojas filed in behalf of the heirs an opposition to the motion for reconsideration. The parties to the case were heard on oral argument on October 12, 1993. On December 15, 1993, the Court of Appeals reversed itself and rendered an amended judgment.

ISSUE:

Whether or not the deed of sale executed by Federico in favor of Rafael is simulated and fictitious and, hence, null and void.

RULING:

In the aggregate, the evidence on record demonstrate a combination of circumstances from which may be reasonably inferred certain badges of simulation that attach themselves to the deed of sale in question. The complete absence of an attempt on the part of the buyer to assert his rights of ownership over the land and rice mill in question is the most protuberant index of simulation. The deed of sale executed by Federico in favor of his now deceased nephew, Rafael, is absolutely simulated and fictitious and, hence, null and void, said parties having entered into a sale transaction to which they did not intend to be legally bound. As no property was validly conveyed under the deed, the second deed of sale executed by the late Rafael in favor of his uncle, should be considered ineffective and unavailing.

The allegation of Rafael that the lapse of seven years before Federico sought the issuance of a new title in his name necessarily makes Federico's claim stale and unenforceable does not hold water. Federico's title was not in the hands of a stranger or mere acquaintance; it was in the possession of his nephew who, being his lawyer, had served him faithfully for many years. Federico had been all the while in possession of the land covered by his title and so there was no pressing reason for Federico to have a title in his name issued. Even when the relationship between the late Rafael and Federico deteriorated, and eventually ended, it is not at all strange for Federico to have been complacent and unconcerned about the status of his title over the disputed property since he has been possessing the same actually, openly, and adversely, to the exclusion of Rafael. It was only when Federico needed the title in order to obtain a collaterized loan that Federico began to attend to the task of obtaining a title in his name over the subject land and rice mill.

20)UY V. COURT OF APPEALSG.R. No. 120465, September 9, 1999

FACTS:

Being agents and authorized to sell eight (8) parcels of land by the owners thereof, petitioners William Uy and Rodel Roxas, by virtue of such authority, offered to sell the lands, to respondent National Housing Authority (NHA) to be utilized and developed as a housing project. NHA approved the acquisition of the said parcels of land with an area of 31.8231 hectares at the cost of P23.867 million, pursuant to which the parties executed a series of Deeds of Absolute Sale covering the subject lands. NHA eventually cancelled the sale over three (3) parcels of land of the eight parcels of lands because of the report it received from the Land Geosciences Bureau of the Department of Environment and Natural Resources that the remaining area is located at an active landslide area and therefore, not suitable for development into a housing project. Petitioners then filed a complaint for damages but the trial court rendered the cancellation of contract to be justified and awarded P1.255 million as damages in favor of petitioners. Upon appeal by petitioners, the Court of Appeals reversed the decision and entered a new one dismissing the complaint including the award of damages.

ISSUE:1.) Whether or not the contention of petitioner is correct.2.) Whether or not a partys entry into a contract affects the validity of the contract.

RULING:

1.) The Petitioners are not correct. They confuse the cancellation of the contract by the NHA as a rescission of the contract under Article 1191 of the Civil Code. The right to rescission is predicated on a breach of faith by the other party that violates the reciprocity between them. The power to rescind is given to the injured party. In this case, the NHA did not rescind the contract. Indeed, it did not have the right to do so for the other parties to the contract, the vendors did not commit any breach, much less a substantial breach, of their obligation. The NHA did not suffer any injury. The cancellation was not therefore a rescission under Article 1191. Rather, it was based on the negation of the cause arising from the realization that the lands, which were the objects of the sale, were not suitable for housing. 2.) The general rule is that a partys motives for entering into a contract do not affect the contract. However, when the motive predetermines the cause, the motive may be regarded as the cause. As held in Liguez v. CA, It is well to note, however, that Manresa himself, while maintaining the distinction and upholding the inoperativess of the motives of the parties to determine the validity of the contract, expressly excepts from the rule those contracts that are conditioned upon the attainment of the motives of either party.

21)CATLY VS. NAVARROG.R. No. 174719 : May 05, 2010

FACTS: This case involves Lot No. 9 which has 1,007 square meter parcel of land located at Kinasang-an, Pardo, Cebu City and fronting the Cebu provincial highway. The lot originally belonged to Pastor Pacres who left it intestate to his heirs Margarita, Simplicia, Rodrigo, Francisco, Mario and Vearanda. Petitioners admitted that at the time of Pastor's death in 1962, his heirs were already occupying definite portions of Lot No. 9. The front portion along the provincial highway was occupied by the co-owned Pacres ancestral home, and beside it stood Rodrigo's hut. Mario's house stood at the back of the ancestral house according to Valentina's testimony in 1968. On the same year, the heirs leased "the ground floor of the ancestral home together with a lot area of 300 square meters including the area occupied by the house" to respondent Hilario Ramirez, who immediately took possession thereof. Subsequently in 1974, four of the Pacres sibling namely, Rodrigo, Francisco, Simplicia and Margarita sold their shares in the ancestral home and the lot on which it stood to Ramirez. The deeds of sale described the subjects thereof as "part and portion of the 300 square meters actually in possession and enjoyment by vendee and her spouse, Hilario Ramirez, by virtue of a contract of lease in their favor."

In 1984, Ygoa filed a petition to survey and segregate the portions she bought from Lot No. 9. Mario objected on the ground that he wanted to exercise his right as co-owner to redeem his siblings' shares. Vendee Rodrigo also opposed on the ground that he wanted to annul the sale for failure of consideration. On the other hand, Margarita and the widow of Francisco both manifested their assent to Ygoa's petition. By virtue of such manifestation, the court issued a writ of possession respecting Margarita's and Francisco's shares in favor of Ygoa.

On June 18, 1993, the Republic of the Philippines, through the Department of Public Works and Highways (DPWH), expropriated the front portion of Lot No. 9 for the expansion of the Cebu south road.

On September 30, 1994, Mario, petitioners' predecessor-in-interest, filed an ejectment suit against Ramirez' successor-in-interest Vicentuan. Mario claimed sole ownership of the lot occupied by Ramirez/Vicentuan by virtue of the oral partition. He argued that Ramirez/Vicentuan should pay rentals to him for occupying the front lot and should transfer to the rear of Lot No. 9 where the lots of Ramirez's vendors are located.The trial court ruled in favor of respondents. The appellate court sustained the ruling of the trial court. Hence this petition.

ISSUE:Whether petitioners were able to prove the existen