G.R. No. 170405 February 2, 2010RAYMUNDO S. DE LEON,Petitioner,vs.BENITA T. ONG.1Respondent.Facts: Petitioner Raymundo S. de Leon sold three parcels of landwith improvements situated in Antipolo, Rizal to respondent Benita T. Ong. As these properties were mortgaged to Real Savings and Loan Association, Incorporated (RSLAI), petitioner and respondent executed a notarized deed of absolute sale with assumption of mortgage. Pursuant to this deed, respondent gave petitionerP415,500 as partial payment. Thereafter, petitioner handed the keys to the properties and wrote a letter informing RSLAI of the sale and authorizing it to accept payment from respondent and release the certificates of title. Respondent likewise informed RSLAI of her agreement with petitioner for her to assume petitioners outstanding loan. RSLAI required her to undergo credit investigation. Subsequently, respondent learned that petitioner again sold the same properties to one Leona Viloria after March 10, 1993 and changed the locks, rendering the keys he gave her useless. Respondent proceeded to RSLAI to inquire about the credit investigation. However, she was informed that petitioner had already paid the amount due and had taken back the certificates of title. Respondent persistently contacted petitioner but her efforts proved futile. Respondent filed a complaint for specific performance, declaration of nullity of the second sale and damagesagainst petitioner and Viloria in RTC claiming that since the property was previously sold to her on March 10, 1993, the petitioner no longer had the right to sell the same to Viloria. The RTC and the CA had conflicting interpretations of the March 10, 1993 deed. The RTC ruled that it was a contract to sell while the CA held that it was a contract of sale.Issue: Whether the parties entered into a contract of sale or a contract to sell? Void Sale Or Double Sale? Was respondent a purchaser in good faith? Ruling: It was a contract of sale the parties entered into. The deed executed by the parties in a manner absolute and irrevocable. With regard to the manner of payment, it required respondent to payP415,500 in cash to petitioner upon the execution of the deed, with the balance payable directly to RSLAI. There was no reservation of ownership by the petitioner of the properties until the full payment of the purchase price. the terms and conditions of the deed only affected the manner of payment, not the transfer of ownership (upon the execution of the notarized contract). The seller is obliged to transfer title over the properties and deliver the same to the buyer. Article 1498 of the Civil Codeprovides that, as a rule, the execution of a notarized deed of sale is equivalent to the delivery of a thing sold whereby in this case the petitioner executed a notarized deed of absolute sale in favor of respondent, turn over the keys to the properties to respondent and authorized RSLAI to receive payment from respondent and release his certificates of title to her. The totality of petitioners acts clearly indicates that he had unqualifiedly delivered and transferred ownership of the properties to respondentThis case involves adouble saleas the disputed properties were sold validly on two separate occasions by the same seller to the two different buyers in good faith. Article 1544 of the Civil Code provides that If the same thing should have been sold to different vendees, the ownership shall be transferred to the person who may have first taken possession thereof in good faith, if it should be movable property. Should it be immovable property, the ownership shall belong to the person acquiring it who in good faith first recorded it in the Registry of Property. Should there be no inscription, the ownership shall pertain to the person who in good faith was first in the possession; and, in the absence thereof, to the person who presents the oldest title, provided there is good faith.Yes, respondent is buyer in good faith. She purchased the properties, knowing they were encumbered only by the mortgage to RSLAI. According to her agreement with petitioner, respondent had the obligation to assume the balance of petitioners outstanding obligation to RSLAI. Consequently, respondent informed RSLAI of the sale and of her assumption of petitioners obligation. However, because petitioner surreptitiously paid his outstanding obligation and took back her certificates of title, petitioner himself rendered respondents obligation to assume petitioners indebtedness to RSLAI impossible to perform. Because petitioner himself willfully prevented the condition vis--vis the payment of the remainder of the purchase price, the said condition is considered fulfilled pursuant to Article 1186 of the Civil Code.

G.R. No. 178584 October 8, 2012ASSOCIATED MARINE OFFICERS AND SEAMEN'S UNION OF THE PHILIPPINES PTGWO-ITF,Petitioner,vs.NORIEL DECENA,Respondent.Facts: PTGWO-ITF (petitioner) is a labor organization engaged in an on-going Shelter Program, which offers residential lots and fully-furnished houses to its members-seafarers under a reimbursement scheme requiring no down payment and no interest on the principal sum advanced for the acquisition and development of the land and the construction of the house. On April 27, 1995, petitioner entered into a contract with one of its members, Noriel Decena (respondent), to take possession of a house and lot 7 STOLT MODEL, Lot 16, Block 7, in the Seamen's Village in Dasmarias, Cavite, with the obligation to reimburse petitioner the cost (US$28,563)4thereof in 180 equal monthly payments. It was stipulated in said contract that, in case respondent fails to remit three (3) monthly reimbursement payments, he shall be given a 3-month grace period within which to remit his arrears, otherwise, the contract shall be automatically revoked or cancelled and respondent shall voluntarily vacate the premises without need of demand or judicial action. Respondent failed to pay twenty-five (25) monthly reimbursement payments covering the period August 1999 to August 2001, despite demands. Hence, petitioner cancelled the contract and treated all his reimbursement payments as rental payments for his occupancy of the house and lot. Petitioner sent respondent a notice of final demandrequiring him to fulfill his obligation within a 30-day grace period. They received a notice to vacatethe premises but failed to heed said notices. A case for unlawful detainer was filed before MTC. MTCordered in favour of the petitioner. RTC affirmed in toto the decision of the MTC. On petition for review before the CA, the appellate court set aside the decision of the RTC and entered a new judgment dismissing the complaint for unlawful detainer and restoring respondent to the peaceful possession of the subject house and lot. The CA held that the contract between the parties is not a contract of lease, but a contract to sell, which stipulates that upon full payment of the value of the house and lot, respondent shall become the owner thereof. petitioner filed a motion for reconsideration, which was denied by the CAIssue: to whether or not the agreement between the parties is a contract of lease or a contract to sellRuling: the parties herein entered into a contract to sell in the guise of a reimbursement scheme requiring respondent to make monthly reimbursement payments which are, in actuality, installment payments for the value of the subject house and lot. the cancellation of a contract to sell may be done outside of court, however, "the cancellation by the seller must be in accordance with Sec. 3(b) of R.A. No. 6552, which requires a notarial act of rescission and the refund to the buyer of the full payment of the cash surrender value of the payments on the property. Petitioner failed to prove that the Shelter Contract Award had been cancelled in accordance with R.A. No. 6552, which would have been the basis for the illegality of respondent's possession of the subject premises. Hence, the action for ejectment must necessarily fail. the Court orders respondent to pay his arrears and settle the balance of the full value of the subject premises. He had enjoyed the use thereof since 1995. After defaulting in August 1999, respondent had not made any subsequent reimbursement payments. Thus, for the delay in his reimbursement payments, we award interest at the rate of 6% per annum on the unpaid balance applying Article 220934of the Civil Code, there being no stipulation in the Shelter Contract Award for such interest.35For purposes of computing the legal interest, the reckoning period should be the notice of final demand, conformably with Articles 116936and 158937of the same Code, which, as found by the MTC, was sent by petitioner to respondent on August 21, 2001.

G.R. No. 153820 October 16, 2009DELFIN TAN,Petitioner,vs.ERLINDA C. BENOLIRAO, ANDREW C. BENOLIRAO, ROMANO C. BENOLIRAO, DION C. BENOLIRAO, SPS. REYNALDO TANINGCO and NORMA D. BENOLIRAO, EVELYN T. MONREAL, and ANN KARINA TANINGCO,Respondents.Facts: Spouses Lamberto and Erlinda Benolirao and the Spouses Reynaldo and Norma Taningco were the co-owners of a 689-square meter parcel of land (property) located in Tagaytay City. On October 6, 1992, the co-owners executed a Deed of Conditional Sale over the property in favor of Tan. Pursuant to the Deed of Conditional Sale, Tan issued and delivered to the co-owners/vendors Check forP200,000.00 as down payment for the property, for which the vendors issued a corresponding receipt. On November 6, 1992, Lamberto Benolirao died intestate. His heirs executed an extrajudicial settlement of Lambertos estate whereby a new certificate of title over the property was issued. Tan refused to comply with the vendors demand and instead wrote them a letter claiming that the annotation on the title, made pursuant to Section 4, Rule 74 of the Rules, constituted an encumbrance on the property that would prevent the vendors from delivering a clean title to him. Thus, he alleged that he could no longer be required to pay the balance of the purchase price and demanded the return of his down payment but the vendors refused, thereafter sent another demand letter. The vendors still refused to heed Tans demand, prompting Tan complaint with the RTC for specific performance against the vendors. He alleged that there was a novation of the Deed of Conditional Sale done without his consent since the annotation on the title created an encumbrance over the property. Tan prayed for the refund of the down payment and the rescission of the contract. Later, he amended his Complaint, contending that if the respondents insist on forfeiting the down payment, he would be willing to pay the balance of the purchase price provided there is reformation of the Deed of Conditional Sale. In the meantime, Tan caused the annotation on the title of a notice of lis pendens. Respondents executed a Deed of Absolute Sale over the property in favor of Hector de Guzman who registered the property under his name. Thereafter, the respondents moved for the cancellation of the notice of lis pendens which was granted by RTC. Tan then filed a motion to carry over the lis pendens annotation to TCT No. 28104 registered in de Guzmans name, but the RTC denied the motion. The RTC ruled that the respondents forfeiture of Tans down payment was proper in accordance with the terms and conditions of the contract between the parties. On appeal, the CA dismissed the petition and affirmed the ruling of the trial court in toto. Issue: Whether the parties entered into a contract of sale or a contract to sell?Ruling: The true nature of the contract is revealed by paragraph D thereof. Jurisprudence has established that where the seller promises to execute a deed of absolute sale upon the completion by the buyer of the payment of the price, the contract is only a contract to sell.Thus, while the contract is denominated as a Deed of Conditional Sale, the presence of stipulated provision identifies the contract as being a mere contract to sell. A contract is what the law defines it to be, taking into consideration its essential elements, and not what the contracting parties call it.Article 1485 of the Civil Code defines a contract of sale as one of the contracting parties obligates himself to transfer the ownership and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent. In contrast, a contract to sell is defined as a bilateral contract whereby the prospective seller, while expressly reserving the ownership of the property despite delivery thereof to the prospective buyer, binds himself to sell the property exclusively to the prospective buyer upon fulfillment of the condition agreed, i.e., full payment of the purchase price.A contract to sell may not even be considered as aconditional contract of salewhere the seller may likewise reserve title to the property subject of the sale until the fulfillment of a suspensive condition, because in a conditional contract of sale, the first element of consent is present, although it is conditioned upon the happening of a contingent event which may or may not occur. The SC holds that the contract to sell was terminated when the vendors could no longer legally compel Tan to pay the balance of the purchase price as a result of the legal encumbrance which attached to the title of the property. Since Tans refusal to pay was due to the supervening event of a legal encumbrance on the property and not through his own fault or negligence, we find and so hold that the forfeiture of Tans down payment was clearly unwarranted.

G.R. No. 154493 December 6, 2006REYNALDO VILLANUEVA,petitioner,vs.PHILIPPINE NATIONAL BANK (PNB),respondent.Facts: SAMD of PNB issued an advertisement for the sale thru bidding of certain PNB properties in Calumpang, General Santos City, including Lot No. 17and Lot No. 19.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, Reynaldo Villanueva (petitioner) offered to purchase Lot Nos. 17 and 19 and deposited manifested 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.On July 6, 1990, Guevara, Vice President of SAMD, informed Villanueva that only Lot No. 19 is available and that the asking price isP2,883,300.00. Villanueva paidP200,000.00 to PNB which issued O.R. No. 16997 to acknowledge receipt of the "partial payment deposit on offer to 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, 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 ofP580,000.00.Undaunted, Villanueva attempted to deliver postdated checks covering the balance of the purchase price but PNB refused the same. Villanueva filed with the RTC a Complaintfor specific performance and damages against PNB. The RTC granted the Complaint, The RTC anchored its judgment on the finding that there existed a perfected contract of sale between PNB and Villanueva. PNB appealed to the CA which reversed and set aside RTC Decision. According to the CA, there was no perfected contract of sale because the July 6, 1990 letter of Guevara constituted a qualified acceptance of the June 28, 1990 offer of Villanueva, and to which Villanueva replied on July 11, 1990 with a modified offer. Villanuevas Motion for Reconsiderationwas denied by the CA.Issues: Whether a perfected contract of sale exists between petitioner and respondent PNBRuling: No, the contract was not perfected due to lack of mutual consent by the parties. Contracts of sale are perfected by mutual consent whereby the seller obligates himself, for a price certain, to deliver and transfer ownership of a specified thing or right to the buyer over which the latter agrees. Acceptance of petitioners payments did not amount to an implied acceptance of his last counter-offer. the amounts paid by petitioner were not in the nature of downpayment or earnest money but were mere deposits or proof of his interest in the purchase of Lot No. 19. Acceptance of said amounts by respondent does not presuppose perfection of any contract. Petition is denied.

G.R. No. 139233 November 11, 2005SPOUSES ALFREDO and BRIGIDA ROSARIO,Petitioners,vs.PCI LEASING AND FINANCE, INC.,*Respondent.Facts: Spouses Rosario purchased an Isuzu Elf Pick-up Utility vehicle from CarMerchants, Inc. The transaction was covered by a Purchase Agreement whereby the spouses undertook to make a downpayment ofP190,000.00 of the total purchase price ofP380,000.00. The spouses then applied for a loan with PCI Leasing to pay for the balance ofP190,000.00. Upon the approval of their loan application, the spouses Rosario executed a Promissory Note in favor of PCI Leasing covering the amount of the loan plusfinance charges in the total amount ofP274,008.00. The spouses undertook to pay the loan in monthly installments .The spouses Rosario also agreed that, in case of default, the payment of the outstanding sum with interest shall immediately become due and payable. They executed a Chattel Mortgage to secure the payment of the loan in favor of PCI Leasing over the Isuzu Elf 4BD1. The motor vehicle was delivered to the spouses and it was registered in their names. Later the spouses were unable to pay their monthly dues. PCI Leasing filed a Complaint in the RTC for "Sum of Money with Damages with a Prayer for a Writ of Replevin." which was granted. The Sheriffseized the motor vehicle. After five (5) days, without the court issuing an order discharging the writ, the Sheriff turned over the possession of the vehicle to PCI Leasing. The spouses Rosario alleged that the chattel mortgage they executed in favor of PCI Leasing covering the motor vehicle was in effect a contract of sale of personal property, payable in installments to be governed by Article 1484of the New Civil Code of the Philippines. They further alleged that since PCI Leasing opted to foreclose the chattel mortgage, it was estopped from collecting the balance of their account under the promissory note and chattel mortgage. The trial court rendered decision in favor of PCI leasing. On appeal, the court ruled that even if Article 1484 of the New Civil Code were to be applied, the chattel mortgage had not been foreclosed; hence, PCI Leasing was not precluded from collecting the balance of the appellants account. It held that the remedy of the unpaid seller under Article 1484 of the New Civil Code is alternative and not cumulative. Issue: whether the respondent is the assignee of the petitioners account with CarMerchants, Inc. (as the vendor of the motor vehicle).Ruling: There is no factual basis for the petitioners claim that CarMerchants, Inc. had assigned its rights to collect the balance of the purchase price to the respondent. Petitioners admitted that they were declared in default and failed to prove such claim. The evidence shows that the petitioners secured a loan from the respondent to pay theP190,000.00 balance to CarMerchants, Inc., and executed a promissory note evidencing their loan in favor of the respondent. The petitioners forthwith executed a chattel mortgage in favor of the respondent over the vehicle as security for the payment of their loan and the interests thereon. Under Article 1625 of the New Civil Code, an assignment of credit, right or action must appear in a public document to bind third persons. There is no evidence that Car Merchants, Inc. executed such a deed, assigning its right to collect the balance of the purchase price of the vehicle from the petitioners; hence, Article 1484 of the New Civil Code does not apply in this case.