Spouses Jorge and Jaja own a parcel of land upon which their love nest was built.
On March 1996, Jorge’s father, Ric, approached his sister, Dolor, to negotiate the sale of the couple’s property.
Subsequently, Jaja executed a Kasunduan with Dolor for the sale of the property. The Kasunduan provides (a) that the purchase price is P500,000; (b) Dolor was to pay P70,000 as downpayment; (c) the amount of P230,000 is to be paid on April 30, 1996; and (d) the remaining balance of P200,000 was to be paid before the end of 1996.
The Kasunduan was signed by Jaja, as seller, and Ric, as witness. Jorge, however, did not sign the agreement.
After paying the total of P300,000, Dolor was allowed to possess the property and introduce improvements thereon.
Unexpectedly, in July 1993, Jorge wrote a letter to Dolor denying knowledge and consent to the Kasunduan. He also told Dolor that Jaja was retracting her consent to the Kasunduan due to Dolor’s failure to comply with her obligations.
This was followed by another letter dated September 29, 1996 from Jorge to Dolor demanding that the latter pay the balance of P200,000 on or before October 5, 1996. Otherwise, the purchase price shall increase to P700,000. Incensed by such demands, Dolor refused to come to terms with Jorge.
When the matter was brought before the barangay, Dolor tendered the balance of P200,000 but Jorge refused to accept the same.
Meanwhile, Jorge and Jaja sold the subject property to spouses Ernie and Mila under a Deed of Absolute Sale for a purchase price of P700,000.
A new transfer certificate of title was issued in the name of Ernie and Mila. At the time of said sale, Dolor was in possession of the subject property.
Upon discovery of the sale, Dolor filed a court case to annul deed of sale and damages against the spouses Jorge and Jaja and the spouses Ernie and Mila.
Q: Is the sale entered into between Jaja and Dolor valid?
A: No, it is void because of the absence of the written consent of Jaja’s husband, Jorge. Art 124 of the Family Code provides:
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In the event that one spouse is incapacitated or otherwise unable to participate in the administration of the conjugal properties, the other spouse may assume sole powers of administration. These powers do not include disposition or encumbrance without authority of the court or the written consent of the other spouse.
In the absence of such authority or consent, the disposition or encumbrance shall be void. However, the transaction shall be construed as a continuing offer on the part of the consenting spouse and the third person, and may be perfected as a binding contract upon the acceptance by the other spouse or authorization by the court before the offer is withdrawn by either or both offerors.
The law is therefore unequivocal when it states that the disposition of conjugal property of one spouse sans the written consent of the other is void. Here, it is an established fact that the Kasunduan was entered into solely by Jaja and signed by her alone. By plain terms of the law therefore, the Kasunduan is void.
Q: But does the void Kasunduan constitute a continuing offer from Jacinta and Dolores?
A: Art. 124 of the Family Code clearly provides that “the transaction shall be construed as a continuing offer on the part of the consenting spouse and the third person, and may be perfected as a binding contract upon the acceptance by the other spouse or authorization by the court before the offer is withdrawn by either or both offerors.”
Q: Did Jorge’s failure to expressly repudiate the Kasunduan and his demand that Dolor comply with her undertakings therein show Jorge’s acceptance of the sale of the conjugal property?
A: No. It is undisputed that after the execution of the Kasunduan, Jorge sent two letters to Dolor: one, in forming her that he did not consent to the sale; and the other, demanding that Dolores pay the balance of the purchase price on or before October 5, 1996 and failing which, the purchase price shall increase to P700,000.
Clearly, Jorge’s first letter was an outright and express repudiation of the Kasunduan.
The second letter, while ostensibly a demand for compliance with Dolor’s obligation under the Kasunduan, varied its terms on material points, i.e. the date of payment of the balance and the purchase price.
Consequently, such counter-offer cannot be construed as evidencing Jorge’s consent to or acceptance of the Kasunduan for it is settled that where the other spouse’s putative consent to the sale of the conjugal property appears in a separate document which does not contain the same terms and conditions as in the first document signed by the other spouse, a valid transaction could not have arisen.
Neither can Jorge’s subsequent letters to Dolor be treated as a ratification of the Kasunduan for the basic reason that a void contract is not susceptible to ratification.
Nor can Jorge’s alleged participation in the negotiation for the sale of the property or his acquiescence to Dolor’s transfer to and possession of the subject property be treated as converting such continuing offer into a binding contract as the law distinctly requires nothing less than a written consent to the sale for its validity.
Suffice to say that participation in or awareness of the negotiations is not consent.
Q: Can Dolor recover the amount she already paid? Is Dolor a possessor in good faith?
A: Yes, she is. While the Kasunduan was void from the beginning, Dolores is, in all fairness, entitled to recover from Jorge and Jaja P300,000 with legal interest until fully paid.
Dolor is a possessor in good faith. Dolores acted in good faith in entering the subject property and building improvements on it. Ric represented that Jaja and Jorge wanted to sell the subject property.
She had no reason to believe that Ric and Jaja were lying.
Indeed, upon her own brother’s prodding, Dolor willingly parted with her money and paid the down payment on the selling price and later, a portion of the remaining balance.
The signatures of Jaja and of Ric (as witness) as well as her successful entry to the property appear to have comforted Dolor that everything was in order.
Article 526 of the Civil Code provides that she is deemed a possessor in good faith, who is not aware that there exists in her title or mode of acquisition any flaw that invalidates it.
Consequently, Dolor, as possessor in good faith, is under no obligation to pay for her stay on the property prior to its legal interruption by a final judgment.
She is further entitled under Article 448 to indemnity for the improvements introduced on the property with a right of retention until reimbursement is made. Jaja and Jorge have the option under Article 546 of the Civil Code of indemnifying Dolores for the cost of the improvements or paying the increase in value which the property may have acquired by reason of such improvements.
(Source: Alejo vs. Sps. Cortez, G.R. No. 206114, June 19, 2017)
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Congratulations to the 2017 Successful Bar Examinees. Congratulations to the Lyceum of the Philippines University.
Ma. Soledad Deriquito-Mawis is Dean at the Lyceum of the Philippines University; Chairperson of the Philippine Association of Law Schools; and founder of Mawis Law Office