SPOUSES ISABELO and ERLINDA PAYONGAYONG, vs.HON. COURT OF APPEALS,

May 28, 2004 G.R. No. 144576 Third Division

CARPIO MORALES, J.:

Facts: Eduardo Mendoz is the registered owner of a parcel of land in Caloocan. He mortgaged the land to the Meralco Employees Savings and Loan Association (MESALA) to secure a loan. The mortgage was duly annotated on the title. After 2 years, Mendoza executed a Deed of Sale with Assumption of Mortgage over the parcel of land in favor of spouses Payongayong. It is stated in the deed that petitioners bound themselves to assume payment of the balance of the mortgage indebtedness of Mendoza to MESALA. Mendoza, without the knowledge of petitioners, mortgaged the same property to MESALA, again to secure another loan. Second mortgage was annotated in Mendozas title. Mendoza executed a Deed of Absolute Sale over still the same property in favor of respondent spouses Clemente and Rosalia Salvador. Spouses Salvador had the lot registered in their name after ocular inspection and verification from the Register of Deeds. Getting wind of the sale of the property to respondents, Payongayong filed for annulment sale with damages against Mendoza and spouses Salvador. Trial Court ruled in favor of Mendoza and Salvador. CA affirmed. Hence the petition.

Issue: Whether or not spouses Salvador are innocent purchasers for value

Held: Petition denied.

Where innocent third persons rely upon the correctness of a certificate of title and acquire rights over the property, the court cannot just disregard such rights. Otherwise, public confidence in the certificate of title, and ultimately, the Torrens system, would be impaired, for everyone dealing with registered property would still have to inquire at every instance whether the title has been regularly or irregularly issued.28In respondents case, they did not only rely upon Mendozas title. Rosalia personally inspected the property and verified with the Registry of Deeds of Quezon City if Mendoza was indeed the registered owner. Given this factual backdrop, respondents did indeed purchase the property in good faith and accordingly acquired valid and indefeasible title thereto.The law is thus in respondents favor. Article 1544 of the Civil Code so provides:Art. 1544. 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.There being double sale of an immovable property, as the above-quoted provision instructs, ownership shall be transferred (1) to the person acquiring it who in good faith first recorded it in the Registry of Property; (2) in default thereof, to the person who in good faith was first in possession; and (3) in default thereof, to the person who presents the oldest title, provided there is good faith.

MAPALO VS. MAPALO

Facts:The spouses Miguel Mapalo and Candida Quiba were the registered owners of a residential land located in Pangasinan. (1,635 sq. m.)

The spouses donated the eastern half of the land to Miguels brother Maximo Mapalo who was about to get married.

However, they were deceived into signing, on October 15, 1936, a deed of absolute sale over the entire land in Maximos favor. Their signatures were procured by fraud because they were made to believe by Maximo and the lawyer who acted as notary public who "translated" the document, that the same was a deed of donation in Maximo's favor covering one-half of their land. (It must be noted that the spouses are illiterate farmers).

Although the document of sale stated a consideration of Five Hundred (P500.00) Pesos, the aforesaid spouses did not receive anything of value for the land.In 1938, Maximo Mapalo, without the consent of the spouse, registered the sale in his favor.

After thirteen years (1951), he sold the land to the Narcisos. (Evaristo, Petronila Pacifico and Miguel) who thereafter registered the sale and obtained a title in their favor.

In 1952, the Narcisos filed a complaint with the CFI to be declared owners of the entire land, for possession of its western portion; for damages; and for rentals.The Mapalo spouses filed a counterclaim seeking cancellation of the the Narcisos titles as to the western half of the land. They said that their signatures to the deed of sale of 1936 was procured by fraud and that the Narcisos were buyers in bad faith.They also filed another complaint wherein they asked the court to declare deeds of sale of 1936 and of 1951 over the land in question be declared null and void as to the western half of said land.

CFI ruled in favor of the Mapalo spouses. Upon appeal filed by Narcisos, CA reversed the lower courts ruling solely on the ground that the consent of the Mapalo spouses to the deed of sale of 1936 having been obtained by fraud, the same was voidable, not void ab initio, and, therefore, the action to annul the same, within four years from notice of the fraud, had long prescribed. (From March 15, 1938). Hence, this appeal.

Issues:1. WON the deed of sale executed in 1936 was null and void. YES2. WON the Narcisos were purchasers in good faith. NO

Held:

1st issue: YES, the sale was void.

The Civil Code governs the transaction because it was executed in 1936Accordingly, since the deed of sale of 1936 is governed by the Old Civil Code, it should be asked whether its case is one wherein there is no consideration, or one with a statement of a false consideration. If the former, it is void and inexistent; if the latter, only voidable, under the Old Civil Code.

There is lack of considerationAs observed earlier, the deed of sale of 1936 stated that it had for its consideration Five Hundred (P500.00) Pesos. In fact, however, said consideration was totally absent. The problem, therefore, is whether a deed which states a consideration that in fact did not exist, is a contract without consideration, and therefore void ab initio, or a contract with a false consideration, and therefore, at least under the Old Civil Code, voidable.

When there is no consideration, the contract is null and voidAccording to Manresa, what is meant by a contract that states a false consideration is one that has in fact a real consideration but the same is not the one stated in the document.

In our view, therefore, the ruling of this Court in Ocejo, Perez & Co. vs. Flores, 40 Phil. 921, is squarely applicable herein. In that case we ruled that a contract of purchase and sale is null and void and produces no effect whatsoever where the same is without cause or consideration in that the purchase price which appears thereon as paid has in fact never been paid by the purchaser to the vendor.

2nd issue: No, they were no purchasers in good faith.

Narcisos were not buyers in good faithAside from the fact that all the parties in these cases are neighbors, except Maximo Mapalo the foregoing facts are explicit enough and sufficiently reveal that the Narcisos were aware of the nature and extent of the interest of Maximo Mapalo their vendor, over the above-described land before and at the time the deed of sale in their favor was executed.

The Narcisos were purchaser-in-value but not purchasers in good faithWhat was the necessity, purpose and reason of Pacifico Narciso in still going to the spouses Mapalo and asked them to permit their brother Maximo to dispose of the above-described land? To this question it is safe to state that this act of Pacifico Narciso is a conclusive manifestation that they (the Narcisos) did not only have prior knowledge of the ownership of said spouses over the western half portion in question but that they also have recognized said ownership. It also conclusively shows their prior knowledge of the want of dominion on the part of their vendor Maximo Mapalo over the whole land and also of the flaw of his title thereto. Under this situation, the Narcisos may be considered purchasers in value but certainly not as purchasers in good faith.

Topic: Elements of the Contract of Sale

SWEDISH MATCH AB VS. COURT OF APPEALS

G.R. No. 128120, October 20, 2004Ponente: Tinga, J.

Facts:Swedish Match, AB (SMAB) is a corporation organized under the laws of Sweden, however, had 3 subsidiary corporations in the Philippines organized under Philippine laws: Phimco, Provident Tree Farms, Inc, and OTT/Louie (Phils,), Inc. In 1988, STORA, its parent company, decided to sell SMAB and the latters worldwide match, lighter and shaving products operation to Swedish Match NV (SMNV). Enriquez, VP of SMSA (management company of SMAB), was held under special instructions that the sale of Phimco shares should be executed on or before June 30, 1990. Respondent GM Antonio Litonjua of ALS Management and Development Corp. was one of the interested parties to acquire Phimco shares, offering US$36 million. After an exchange of information between CEO Rossi of SMAB and Litonjua, the latter informed that they may not be able to submit their final bid on the given deadline considering that the acquisition audit of Phimco and the review of the draft agreements have not been completed. In a letter dated July 3, 1990, Rossi informed Litonjua that on July 2, SMAB signed a conditional contract with a local group for the disposal of Phimco and that the latters bid would no longer be considered unless the local group would fail to consummate the transaction on or before September 15, 1990. Irked by SMABs decision to junk his bid, Litonjua asserted that the US$36 million bid was final, thus finalizing the terms of the sale. After 2 months from receipt of Litonjuas letter, Enriquez informed the former that the proposed sale with the local buyers did not materialize and invited to resume negotiations for the sale of Phimco shares based on a new set of conditions, as to reducing the period of sale from 30-day to 15, to which Litonjua expressed objections and emphasized that the new offer constituted an attempt to reopen the already perfected contract of sale.

Issue:Whether or not there was a perfected contract of sale between petitioners and respondents, with respect to the Phimco shares.

Held:No, there was no perfected contract of sale since Litonjuas letter of proposing acquisition of the Phimco shares for US$36 million was merely an offer. Consent in a contract of sale should be manifested by the meeting of the offer and acceptance upon the thing and the cause which are to constitute the contract. The lack of a definite offer on the part of the respondents could not possibly serve as the basis of their claim that the sale of the Phimco shares in their favour was perfected, for one essential element of a contract of sale needed to be certain --- the price in money or its equivalent. Obviously, there can be no sale without a price. Respondents attempt to prove the alleged verbal acceptance of their US$36 million bid becomes futile since there was in the first place no meeting of the minds with respect to the price, and such was merely a preliminary offer. Respondents failure to submit their final bid on the deadline set by the petitioners prevented the perfection of the contract of sale.

*Petition was GRANTED.

ANG YU ASUNCION VS. CA

Facts: July 29, 1987: An amended Complaint for Specific Performance was filed by petitioners Ang Yu Asuncion and others against Bobby Cu Unjieng, Rose Cu Unjieng and Jose Tan before RTC. Petitioners (Ang Yu) alleged that:- they are the tenants or lessees of residential and commercial spaces owned by Bobby Unijeng and others located in Binondo, Manila (since 1935)that on several occasions before October 9, 1986, the lessors informed the lessees (petitioners) that they are offering to sell the premises and are giving them priority to acquire the same;- that during the negotiations, Bobby Cu Unjieng offered a price of P6-million while they made a counter offer of P5-million;- that they wrote them on October 24, 1986 asking that they specify the terms and conditions of the offer to sell; that when plaintiffs did not receive any reply, they sent another letter dated January 28, 1987 with the same request; The RTC found that Cu Unjiengs offer to sell was never accepted by the petitioners (Ang Yu) for the reason that they did not agree upon the terms and conditions of the proposed sale, hence, there was no contract of sale at all. The Court of Appeals affirmed the decision of the lower court. This decision was brought to the Supreme Court by petition for review on certiorari which subsequently denied the appeal on May 6, 1991 for insufficiency in form and substance. (Referring to the first case filed by Ang Yu) November 15, 1990: While the case was pending consideration by this Court, the Cu Unjieng spouses executed a Deed of Sale transferring the subject petitioner to petitioner Buen Realty and Development Corporation. Petitioner Buen Realty and Development Corporation, as the new owner of the subject property, wrote a letter to the lessees demanding that the latter vacate the premises. August 30, 1991: the RTC ordered the Cu Unjiengs to execute the necessary Deed of Sale of the property in litigation in favor of plaintiffs Ang Yu Asuncion, Keh Tiong and Arthur Go for the consideration of P15 Million pesos in recognition of petitioners right of first refusal and that a new Transfer Certificate of Title be issued in favor of the buyer. The court also set aside the title issued to Buen Realty Corporation for having been executed in bad faith. On September 22, 1991, the Judge issued a writ of execution. The CA reversed the RTC ruling.

Issue:WON Buen Realty can be bound by the writ of execution by virtue of the notice of lis pendens, carried over on TCT No. 195816 issued in the name of Buen Realty, at the time of the latters purchase of the property on 15 November 1991 from the Cu Unjiengs. NO

Held:

Right of first refusal is not a perfected contract of sale under Article 1458 of the Civil CodeIn the law on sales, the so-called right of first refusal is an innovative juridical relation. Needless to point out, it cannot be deemed a perfected contract of sale under Article 1458 of the Civil Code.

In a right of first refusal, while the object might be made determinate, the exercise of the right, however, would be dependent not only on the grantors eventual intention to enter into a binding juridical relation with another but also on terms, including the price, that obviously are yet to be later firmed up. Prior thereto, it can at best be so described as merely belonging to a class of preparatory juridical relations governed not by contracts (since the essential elements to establish the vinculum juris would still be indefinite and inconclusive) but by, among other laws of general application, the pertinent scattered provisions of the Civil Code on human conduct.

The proper action for violation of the right of first refysal is to file an action for damages and NOT writ of executionThe final judgment in Civil Case No. 87-41058, it must be stressed, has merely accorded a right of first refusal in favor of petitioners (Ang Yu et. al). The consequence of such a declaration entails no more than what has heretofore been said. In fine, if, as it is here so conveyed to us, petitioners are aggrieved by the failure of private respondents to honor the right of first refusal, the remedy is not a writ of execution on the judgment, since there is none to execute, but an action for damages in a proper forum for the purpose.

Unconditional mutual promise to buy vs. Accepted unilateral promiseAn unconditional mutual promise to buy and sell, as long as the object is made determinate and the price is fixed, can be obligatory on the parties, and compliance therewith may accordingly be exacted.

An accepted unilateral promise which specifies the thing to be sold and the price to be paid, when coupled with a valuable consideration distinct and separate from the price, is what may properly be termed a perfected contract of option. This contract is legally binding, and in sales, it conforms with the second paragraph of Article 1479 of the Civil Code, viz:

Art. 1479. . . .An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price. (1451a)

Observe, however, that the option is not the contract of sale itself. The optionee has the right, but not the obligation, to buy. Once the option is exercised timely, i.e., the offer is accepted before a breach of the option, a bilateral promise to sell and to buy ensues and both parties are then reciprocally bound to comply with their respective undertakings.

Buen Realty cannot be ousted from the ownership and possession of the propertyFurthermore, whether private respondent Buen Realty Development Corporation, the alleged purchaser of the property, has acted in good faith or bad faith and whether or not it should, in any case, be considered bound to respect the registration of the lis pendens in Civil Case No. 87-41058 are matters that must be independently addressed in appropriate proceedings. Buen Realty, not having been impleaded in Civil Case No. 87-41058, cannot be held subject to the writ of execution issued by respondent Judge, let alone ousted from the ownership and possession of the property, without first being duly afforded its day in court.

BIBLE BAPTIST VS. CA

Facts: June 7, 1985: Petitioner Bible Baptist Church entered into a contract of lease with respondent spouses Villanueva. (Lease period 15 years) Spouses Villanueva are the registered owners of a property located at Leon Guinto St., Malate, Manila. Pertinent stipulations of the lease contract are as follows:

3. LESSEE (Bible Baptist) shall pay the LESSOR (Spouses Villanueva) within 5 days of each calendar month, beginning 12 months from the date of this agreement, a monthly rental of P10,000, plus 10% escalation clause per year starting on June 7, 1988.4. That upon signing of the LEASE AGREEMENT, the LESSEE shall pay the sum of P84,000.00. Said sum is to be paid directly to the Rural Bank, Valenzuela, Bulacan for the purpose of redemption of said property which is mortgaged by the LESSOR.8. That the LESSEE (Bible Baptist) has the option to buy the leased premises during the 15 years of the lease. If the LESSEE decides to purchase the premises the terms will be: A) A selling P1.8 million. B) A down payment agreed upon by both parties. C) The balance of the selling price may be paid at the rate of P120,000.00 per year. Petitioner Baptist Church seeks to buy the leased premises from the spouses Villanueva, under the option given to them. Baptist Church argues that the consideration supporting the option was their agreement to pay off the Villanueva's P84,000 loan with the bank, thereby freeing the subject property from the mortgage encumbrance. Baptist Church states that "it is true that it did not pay a separate and specific sum of money to cover the option alone. But the P84,000 it paid the Villanuevas in advance should be deemed consideration for the one contract they entered into the lease with option to buy." Spouses Villanueva argued that the amount of P84,000 was paid for the rental payments and there is no separate consideration to speak of which could support the option. RTC and CA ruled in favor of Villanueva.

Issues:1) WON the option to buy given to the Baptist Church is founded upon a consideration. NO2) WON by the terms of the lease agreement, a price certain for the purchase of the land had been fixed. NO

Held:

The P84,000 was not paid by Bible Baptist in order to release Spouses Villanuevas property from the mortgage but rather for the rental dues

It must be pointed out that said amount was in fact apportioned into monthly rentals spread over a period of one year, at P7,000 per month. Thus, for the entire period of June 1985 to May 1986, petitioner Baptist Church's monthly rent had already been paid for, such that it only again commenced paying the rentals in June 1986. This is shown by the testimony of petitioner Pastor Belmonte where he states that the P84,000 was advance rental equivalent to monthly rent of P7,000 for one year, such that for the entire year from 1985 to 1986 the Baptist Church did not pay monthly rent

This Court agrees with spouses Villanueva that the amount of P84,000 has been fully exhausted and utilized by the occupation of Bible Baptist of the premises and there is no separate consideration to speak of which could support the option.

A valid option contract has a separate and distinct consideration that supports itArt. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price.

The second paragraph of Article 1479 provides for the definition and consequent rights and obligations under an option contract. For an option contract to be valid and enforceable against the promissor, there must be a separate and distinct consideration that supports it.

An option contract needs to be supported by a separate considerationThe consideration need not be monetary but could consist of other things or undertakings. However, if the consideration is not monetary, these must be things or undertakings of value, in view of the onerous nature of the contract of option. Furthermore, when a consideration for an option contract is not monetary, said consideration must be clearly specified as such in the option contract or clause.

In this case, the option was not founded upon a separate and distinct consideration and that, hence, spouses Villanuevas cannot be compelled to sell their property to petitioner Baptist Church.

The option to buy the leased premises was not binding upon the Villanuevas for non-compliance with Article 1479.It found that said option was not supported by a consideration as "no money was ever really exchanged for and in consideration of the option."

In addition, the CA determined that in the instant case, "the price for the object is not yet certain." Having found that the option to buy granted to the petitioner Baptist Church was not founded upon a separate consideration, and hence, not enforceable against respondents, this Court finds no need to discuss whether a price certain had been fixed as the purchase price.

RULING: Having found that the option to buy granted to the petitioner Baptist Church was not founded upon a separate consideration, and hence, not enforceable against respondents, the Court finds no need to discuss whether a price certain had been fixed as the purchase price.

SAN MIGUEL PROPERTIES PHILIPPINES, INC., PETITIONER, VS. SPOUSES ALFREDO HUANG AND GRACE HUANG, RESPONDENTS.

[GRN 137290 July 31, 2000]First Division

Facts:Petitioner San Miguel Properties Philippines, Inc. is a domestic corporation engaged in the purchase and sale of real properties. Parts of its inventory are two parcels of land totaling to 1, 738 square meters at the corner of Meralco Avenue and Gen. Capinpin St., Barrio Oranbo, Pasig City.On February 21, 1994, the properties were offered for sale for 52,140,000 in cash. The offer was made to Atty. Helena Dauz who was acting for respondent spouses as undisclosed principals. In a letter dated March 24, 1994, Atty. Dauz signified her clients interest in purchasing the properties for the amount for which they were offered by petitioner, under the following terms: the sum of 500,000 would be given as earnest money and the balance would be paid in 8 equal monthly installments from May to December 1994. However, petitioner refused the counter-offer.Atty. Dauz thus wrote San Miguel expressing the interest of respondent spouses, subject to the following conditions:1. We will be given the exclusive option to purchase the property within 30 days from date of your acceptance of this offer;2. During said period, we will negotiate on the terms and conditions of the purchase; SMPPI will secure the necessary management and board approvals; and we initiate the documentation if there is mutual agreement between us;3. In the event that we do not come to an agreement on this transaction, the said amount of 1,000,000 shall be refundable to us in full upon demand.On July 7, 1994, San Miguel, through its president, Federico Gonzales, wrote Atty. Dauz informing her that because the parties failed to agree on the terms and conditions of the sale despite the extension granted by San Miguel, it is already returning the amount of 1 Million given as earnest-deposit.Respondent spouses, through their counsel, demanded the execution of the Deed of Sale and attempted to return the earnest-deposit but SMPPI refused to accept it on the ground that the option to purchase had already expired.Thus on August 16, 1994, respondent spouses filed a complaint for specific performance against SMPPI but the latter moved to dismiss said complaint alleging that: 1. the alleged exclusive option of respondent spouses lacked a consideration separate and distinct from the purchase price and was thus unenforceable; and 2. the complaint did not allege a cause of action because there was no meeting of the minds between the parties and therefore, no perfected contract of sale. This motion was opposed by respondent spouses.RTC granted the motion to dismiss but the CA reversed it on appeal and held that all the requisites of a perfected contract of sale had been complied with as the offer made in connection with which the earnest money in the amount of 1 Million was tendered by respondent spouses had already been accepted by SMPPI. The court cited Art. 1482 of the Civil Code which provides that whenever earnest money is given in a contract of sale, it shall be considered as part of the price and proof of the perfection of the contract.

Issue: Whether or not the contract of sale was perfected.

Ruling:The contract of sale was not perfected. In holding that there is perfected contract of sale, the CA relied on the following findings: (1) earnest money was allegedly given by respondents and accepted by SMPPI through its vice-president and operations manager, Isidro Sobrecarey; and (2) the documentary evidence in the records show that there was perfected contract of sale. With regard to the alleged payment and acceptance of the earnest money, the SC holds that respondents did not give the 1 Million as earnest money as contemplated in Art. 1482. Respondents presented the amount merely as deposit of what would eventually become earnest money or down payment should a contract of sale be made by them. The amount was thus given not as part of the purchase price and proof of the perfection of the contract of sale but only as guarantee that respondents would not back out of the sale. They even described it as earnest-deposit.All that respondents had was just an option to buy the properties which privilege was not exercised by them because there was a failure to agree on the terms of payment. No contract of sale may thus be enforced by respondents.

Philippine Suburban Dev Corp vs Auditor GeneralG.R. No. L-19545Subject:SalesDoctrine: Constructive or legal deliveryFacts:On June 8, 1960, at a meeting with the Cabinet, the President of the Philippines, acting on the reports of the Committee created to survey suitable lots for relocating squatters in Manila and suburbs, approved in principle the acquisition by the Peoples Homesite and Housing Corporation of the unoccupied portion of the Sapang Palay Estate in Sta. Maria, Bulacan and of another area either in Las Pias or Paraaque, Rizal, or Bacoor, Cavite for those who desire to settle south of Manila. On June 10, 1960, the Board of Directors of the PHHC passed Resolution No. 700 (Annex C) authorizing the purchase of the unoccupied portion of the Sapang Palay Estate at P0.45 per square meter subject to the following conditions precedent:3. That the President of the Philippines shall first provide the PHHC with the necessary funds to effect the purchase and development of this property from the proposed P4.5 million bond issue to be absorbed by the GSIS.4. That the contract of sale shall first be approved by the Auditor General pursuant to Executive Order dated February 3, 1959.On July 13, 1960, the President authorized the floating of bonds under Republic Act Nos. 1000 and 1322 in the amount of P7,500,000.00 to be absorbed by the GSIS, in order to finance the acquisition by the PHHC of the entire Sapang Palay Estate at a price not to exceed P0.45 per sq. meter.On December 29,1960, Petitioner Philippine Suburban Development Corporation, as owner of the unoccupied portion of the Sapang Palay Estate and the Peoples Homesite and Housing Corporation, entered into a contract embodied in a public instrument entitled Deed of Absolute Sale whereby the former conveyed unto the latter the two parcels of land abovementioned. This was not registered in the Office of the Register of Deeds until March 14, 1961, due to the fact, petitioner claims, that the PHHC could not at once advance the money needed for registration expenses.In the meantime, the Auditor General, to whom a copy of the contract had been submitted for approval in conformity with Executive Order No. 290, expressed objections thereto and requested a re-examination of the contract, in view of the fact that from 1948 to December 20, 1960, the entire hacienda was assessed at P131,590.00, and reassessed beginning December 21, 1960 in the greatly increased amount of P4,898,110.00.It appears that as early as the first week of June, 1960, prior to the signing of the deed by the parties, the PHHC acquired possession of the property, with the consent of petitioner, to enable the said PHHC to proceed immediately with the construction of roads in the new settlement and to resettle the squatters and flood victims in Manila who were rendered homeless by the floods or ejected from the lots which they were then occupying.On April 12, 1961, the Provincial Treasurer of Bulacan requested the PHHC to withhold the amount of P30,099.79 from the purchase price to be paid by it to the Philippine Suburban Development Corporation. Said amount represented the realty tax due on the property involved for the calendar year 1961. Petitioner, through the PHHC, paid under protest the abovementioned amount to the Provincial Treasurer of Bulacan and thereafter, or on June 13, 1961, by letter, requested then Secretary of Finance Dominador Aytona to order a refund of the amount so paid. Upon recommendation of the Provincial Treasurer of Bulacan, said request was denied by the Secretary of Finance in a letter-decision dated August 22, 1961.**Petitioner claimed that it ceased to be the owner of the land in question upon the execution of the Deed of Absolute Sale on December 29, 1960. It is now claimed in this appeal that the Auditor General erred in disallowing the refund of the real estate tax in the amount of P30,460.90 because aside from the presumptive delivery of the property by the execution of the deed of sale on December 29, 1960, the possession of the property was actually delivered to the vendee prior to the sale, and, therefore, by the transmission of ownership to the vendee, petitioner has ceased to be the owner of the property involved, and, consequently, under no obligation to pay the real property tax for the year 1961.**Respondent, however, argues that the presumptive delivery of the property under Article 1498 of the Civil Code does not apply because of the requirement in the contract that the sale shall first be approved by the Auditor General, pursuant to the Executive Order.ISSUE: WON there was already a valid transfer of ownership between the parties.HELD:Considering the aforementioned approval and authorization by the President of the Philippines of the specific transaction in question, the prior approval by the Auditor General envisioned by Administrative Order would therefore, not be necessary.Under the civil law, delivery (tradition) as a mode of transmission of ownership maybe actual (real tradition) or constructive (constructive tradition). 2 When the sale of real property is made in a public instrument, the execution thereof is equivalent to the delivery of the thing object of the contract, if from the deed the contrary does not appear or cannot clearly be inferred. 3In other words, there is symbolic delivery of the property subject of the sale by the execution of the public instrument, unless from the express terms of the instrument, or by clear inference therefrom, this was not the intention of the parties. Such would be the case, for instance, when a certain date is fixed for the purchaser to take possession of the property subject of the conveyance, or where, in case of sale by installments, it is stipulated that until the last installment is made, the title to the property should remain with the vendor, or when the vendor reserves the right to use and enjoy the properties until the gathering of the pending crops, or where the vendor has no control over the thing sold at the moment of the sale, and, therefore, its material delivery could not have been made.In the case at bar, there is no question that the vendor had actually placed the vendee in possession and control over the thing sold, even before the date of the sale. The condition that petitioner should first register the deed of sale and secure a new title in the name of the vendee before the latter shall pay the balance of the purchase price, did not preclude the transmission of ownership. In the absence of an express stipulation to the contrary, the payment of the purchase price of the good is not a condition, precedent to the transfer of title to the buyer, but title passes by the delivery of the goods.WHEREFORE, the appealed decision is hereby reversed, and the real property tax paid under protest to the Provincial Treasurer of Bulacan by petitioner Philippine Suburban Development Corporation, in the amount of P30,460,90, is hereby ordered refunded. Without any pronouncement as to costs.