Imagined purchase or not?
During his lifetime, John sold a portion of his Lot No. 1914-B-2 to Vincent. The sale of the 345-square-meter (sqm) lot is evidenced by a Deed of Sale.
Upon the death of John, Ramon was appointed as the judicial administrator of the decedent’s estate in a special proceedings case. Based on a geodetic survey commissioned by Ramon, it was found that Vincent had enlarged the area which he purchased from John by 509 sqm.
Accordingly, Ramon, as the judicial administrator, demanded that Vincent vacate the portion that was allegedly encroached by him. Vincent refused, claiming he had purchased the same from the late John. His adamant refusal led Ramon to sue, in behalf of the estate of John, for recovery of possession of the 509-sqm lot.
In court, Vincent alleged that the 509-sqm lot is apart from the 345-sqm lot which he bought from John. In support thereof, he presented a receipt in court signed by him and John.
“Received from Vincent the sum of Five Hundred (P500.00) Pesos representing an advance payment for a residential lot adjoining his previously paid lot on three sides excepting on the frontage with the agreed price of Fifteen (P15.00) Pesos per square meter and the payment of the full consideration based on a survey shall be due and payable in five (5) years from the execution of the formal deed of sale; and it is agreed that the expenses of survey and its approval by the Bureau of Lands shall be borne by Vincent.”
Vincent also submitted his letter to Ramon to accept the balance of the purchase price. He deposited the alleged amount to the court pending litigation.
Q: What are the essential elements of a sale?
A: The essential elements of a sale are:
Consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price;
Determinate subject matter; and,
Price certain in money or its equivalent.
Q: Was the 509 square meters sufficiently described with certainty in the document Vincent submitted?
A: Yes. The 509 square meters was sufficiently described when the document stated that what was sold was lot that adjoins the “previously paid lot” on three sides thereof.
Hence, the subject lot is capable of being determined without the need of any new contract. The fact that the exact area of these adjoining residential lots is subject to the result of a survey does not detract from the fact that they are determinate or determinable.
Q: Why is it necessary for portion of the lot be determinate or determinatable?
A: It is because the object of the sale must certain and determinate. Under Article 1460 of the New Civil Code, a thing sold is determinate if at the time the contract is entered into, the thing is capable of being determinate without necessity of a new or further agreement between the parties.
Q: Is the contract between John and Vincent a conditional contract of sale?
A: No. It is evident from the stipulations in the receipt that the vendor John sold the residential lot in question to respondent and undertook to transfer the ownership thereof to respondent without any qualification, reservation or condition.
Q: When is a sale be deemed an absolute sale?
A: A sale is still absolute where the contract is devoid of any proviso that title is reserved or the right to unilaterally rescind is stipulated, e.g., until or unless the price is paid.
Ownership will then be transferred to the buyer upon actual or constructive delivery (e.g., by the execution of a public document) of the property sold.
Where the condition is imposed upon the perfection of the contract itself, the failure of the condition would prevent such perfection.
If the condition is imposed on the obligation of a party which is not fulfilled, the other party may either waive the condition or refuse to proceed with the sale. (Art. 1545, Civil Code).
(Sources: Heirs of Juan San Andres vs. Rodriguez, G.R. No. 135634 May 31, 2000; see also the cited case of Dignos v. Court of Appeals (158 SCRA 375)
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Congratulations to the 2016 Bar Passers! May you keep the fire of unbiased and passionate justice burning!
Ma. Soledad Deriquito-Mawis currently the Dean, Lyceum of the Philippines University; president of Philippine Association of Law Schools; and Senior Partner at Gatchalian Castro & Mawis Law Office
