FIRST DIVISION
JUANA
ALMIRA,
RENATO
GARCIA, ROGELIO GARCIA,RODOLFO GARCIA,
ROSITA GARCIA, RHODORA GARCIA,ROSALINDA GARCIA,
ROLANDO GARCIA AND RAFAEL GARCIA,REPRESENTED IN THIS
SUIT BY EDGARDO ALVAREZ,
Petitioners, |
G.R.
No.
115966
March 20, 2003
-versus-
COURT OF APPEALS
AND FEDERICO BRIONES,
Respondents.
D E C I S I O N
AZCUNA,
J.:chanroblesvirtuallawlibrary
Before us is a petition
for review on certiorari assailing the decision rendered by the Court
of
Appeals in C.A. G.R. CV No. 40954[1]
which reversed the decision of the Regional Trial Court, Branch 32, of
San Pedro, Laguna that rescinded the Kasunduan ng Pagbibilihan[2]
entered into between petitioners and private respondent over a portion
of a parcel of land situated in Sta. Rosa, Laguna.
The facts of the case
are as follows:
Petitioners are the
wife and the children of the late Julio Garcia who inherited from his
mother,
Maria Alibudbud, a portion of a 90,655 square-meter property
denominated
as Lot 1642 of the Sta. Rosa Estate in Barangay Caingin, Sta. Rosa,
Laguna
and covered by TCT No. RT-1076. Lot 1642 was co-owned and registered in
the names of three persons with the following shares: Vicente de Guzman
(½), Enrique Hemedes (1/4), and Francisco Alibudbud, the father
of Maria Alibudbud (¼). Although there was no separate title in
the name of Julio Garcia, there were tax declarations in his name to
the
extent of his grandfather's share covering an area of 21,460 square
meters.
On July 5, 1984, petitioners, as heirs of Julio Garcia, and respondent
Federico Briones entered into a Kasunduan ng Pagbibilihan (Kasunduan
for
brevity) over the 21,460 square-meter portion for the sum of
P150,000.00.
Respondent paid P65,000.00 upon execution of the contract while the
balance
of P85,000.00 was made payable within six (6) months from the date of
the
execution of the instrument. At the time of the execution of the
Kasunduan,
petitioners allegedly informed respondent that TCT No. RT-1076 was in
the
possession of their cousin, Conchalina Alibudbud who having bought
Vicente
de Guzman's ½ share, owned the bigger portion of Lot 1642.
This notwithstanding, respondent willingly entered into the Kasunduan
provided
that the full payment of the purchase price will be made upon delivery
to him of the title.[3]
The Kasunduan provides:chanrobles virtuallaw libraryred
Na ang UNANG BAHAGI
ay siyang magkakamayari (co-owners), bilang tagapagmana ng yumaong
Julio
Garcia sa isang lagay na lupang taniman ng palay, matatagpuan sa nayon
ng Caingin, Santa Rosa, Laguna, may buong lawak na 21,460 metrong
parisukat,
humigi‘t kumulang, na lalong makikilala sa mga katangiang inilalahad sa
pahayag ng Buwis Bilang 3472 na ganito ang natutunguhan: Mga kahanggan:
Hilaga-1641-Nazario Lauriles; Timog-Barique Hemedez; Silangan- Vicente
de Guzman; at Kanluran-Francisco Alibudbod; hinalagahan para sa
pagbabayad
ng buwis pampamahalaan ng P12,720.00; at kasalukuyang may nabibinbing
kahilingan
sa hukuman upang magkaroon ng sariling titulo; nalilibot ng batong
mohon
na nagsisilbing hanganan sa bawa‘t sulok.cralaw:red
Na ang UNANG BAHAGI
ay inialok sa IKALAWANG BAHAGI upang bilihin ang lupang nabanggit sa
kabuuang
halagang ISANG DAAN AT LIMAMPUNG LIBONG (P150,000.00) PISO, Salaping
Pilipino,
at ang IKALAWANG BAHAGI ay sumangayon na bilhin ang naulit na lupa
batay
sa sumusunod na mga pasubali at Kasunduan:
(1)
Na pinatutunayan ng UNANG BAHAGI na tinanggap nila sa buong kasiyahan
ng
kalooban buhat sa IKALAWANG BAHAGI ang halagang ANIMNAPU AT LIMANG
LIBONG
(P65,000.00) PISO, salaping Pilipino, bilang paunang bayad, at ang
nalalabing
WALUMPU AT LIMANG LIBONG (85,000.00) PISO, ay babayaran ng IKALAWANG
BAHAGI
sa UNANG BAHAGI sa loob ng anim na buwan simula sa takda ng kasulatang
ito, sa pasubali na ang kaukulang titulo sa lupang nabanggit ay
maipagkakaloob
ng UNANG BAHAGI;
(2)
Na ang UNANG BAHAGI ang siyang mananagot tungkol sa anumang kasulatang
inihanda ukol sa pagbibilihang ito, gayundin sa gastos sa notaryo
publiko,
capital gains tax at pagpapatala ng kasulatan sa lalawigan ng Laguna;
(3)
Na ang UNANG BAHAGI ay lalagda sa isang "Kasulatan ng Bilihang Tuluyan"
matapos na mabayarang lahat ng IKALAWANG BAHAGI ang kaukulang kabuuang
halaga ng lupang nabanggit.chanrobles virtuallaw libraryred
Respondent took possession
of the property subject of the Kasunduan and made various payments to
petitioners
amounting to P58,500.00. However, upon failure of petitioners to
deliver
to him a separate title to the property in the name of Julio Garcia, he
refused to make further payments, prompting petitioners to file a civil
action before the Regional Trial Court of San Pedro, Laguna, Branch 32,
on May 13, 1991 for (a) rescission of the Kasunduan; (b) return by
respondent
to petitioners of the possession of the subject parcel of land; and (c)
payment by respondent of damages in favor of petitioners.cralaw:red
Petitioners alleged
that respondent was bound to pay the balance of the purchase price
within
six (6) months from the date of the execution of the Kasunduan and upon
delivery to him of TCT No. RT-1076. Petitioners claimed that they
approached
respondent several times to deliver TCT No. RT-1076 but respondent told
them that he did not have money to pay the balance of the purchase
price.[4]
Respondent, on the other hand, filed a counterclaim for damages and
averred
that he refused to make further payments because of petitioners'
failure
to deliver to him a separate title in the name of Julio Garcia.cralaw:red
On November 26, 1992,
the trial court rendered a decision, the dispositive portion of which
reads:
WHEREFORE, judgment
is hereby rendered in favor of the plaintiffs and against the defendant
decreeing the rescission of the "Kasunduan ng Pagbibilihan" dated July
5, 1984 and ordering the defendant to return and restore possession of
the property subject of the Kasunduan ng Pagbibilihan to the
plaintiffs.
For paucity of evidence, no judgment can be rendered on the other
reliefs
prayed for in the complaint.cralaw:red
On the other hand, plaintiffs
are hereby ordered to refund to the defendant the downpayment of
P65,000.00
and the partial payment of the balance totaling to P58,500.00 plus
legal
interest. Defendant's counterclaim is hereby dismissed for lack
of
merit. Costs against defendant.[5]chanrobles virtuallaw libraryred
In its decision, the
trial court noted that proceedings for the issuance of a separate title
covering the property subject of sale entail time and the parties could
not have intended delivery by petitioners to respondent of a separate
title
in the name of Julio Garcia as a condition for respondent's payment of
the full purchase price within six months from the time of the
execution
of the Kasunduan. Said court observed that even if petitioners were
obliged
to deliver a separate title in the name of Julio Garcia to respondent,
the latter appeared to have insufficient funds to settle his obligation
as indicated by the fact that his payments amounting to P58,500.00 were
made in "trickles," having been given on thirty-nine occasions within a
span of two years from the time of the execution of the Kasunduan. It
concluded
that respondent refused to complete payment of the full purchase price
not because of the failure of petitioners to deliver a separate title
in
the name of Julio Garcia but because respondent simply did not have
sufficient
funds at hand.cralaw:red
The Court of Appeals,
however, noting that the Kasunduan made no reference to TCT No.
RT-1076,
reversed the decision of the trial court, and dismissed the complaint.
The appellate court opined that the parties intended to refer to a
separate
title over the 21,460 square meter lot when the Kasunduan mentioned a
"kaukulang
titulo ng lupang nabanggit" since it was the portion which was covered
by a separate tax declaration in the name of Julio Garcia and it was
the
portion that petitioners could sell. The appellate court noted that the
actuations of the parties subsequent to the execution of the Kasunduan
confirmed respondent's claim that a separate title to the property
subject
of the Kasunduan should be delivered to him. Nevertheless, respondent's
counterclaim for damages was dismissed on the ground that the filing of
the complaint for rescission was not attended by malice, there being an
honest difference of opinion between the parties as to the
interpretation
of the Kasunduan.cralaw:red
Feeling aggrieved by
the aforesaid decision, petitioners filed before us the instant
petition
for certiorari, raising issues which may essentially be summarized as
follows:
(1) whether payment of the balance of the purchase price is conditioned
upon delivery of a separate title in the name of Julio Garcia; (2)
whether
petitioners are entitled to rescind the Kasunduan for failure of
respondent
to complete payment of the purchase price; and (3) whether the Court of
Appeals should have dismissed respondent's appeal for failure to comply
with Circular 28-91.cralaw:red
Petitioners contend
that the Kasunduan never made a reference to a "title in the name of
Julio
Garcia" and that there was nothing in the actuations of the parties
which
would indicate that full payment of the purchase price is conditioned
upon
the delivery to respondent of said title. Petitioners allege that
respondent
refused to give further payments not because of their failure to
deliver
a separate title in the name of Julio Garcia but because he simply did
not have sufficient funds to complete payment of the purchase price.
Petitioners
ask for rescission of the Kasunduan pursuant to Article 1191 of the
Civil
Code on the ground that respondent failed to complete payment of the
purchase
price. They further aver that the appellate court should have dismissed
respondent's appeal in the first place for failure of respondent to
comply
with Circular No. 28-91[6]
requiring parties to submit a certification of non-forum shopping in
petitions
filed before the Supreme Court and the Court of Appeals. Petitioners
lament
that although they raised the issue regarding respondent's procedural
lapse
early on at the appellate court, the latter still entertained
respondent's
appeal.chanrobles virtuallaw libraryred
As a rule, our jurisdiction
in cases brought before us from the Court of Appeals under Rule 45 of
the
Rules of Court is limited to reviewing errors of law. Factual findings
of the appellate court are generally binding on us.[7]
However, this principle is subject to certain exceptions such as the
situation
in this case where the trial court and the appellate court arrived at
diverse
factual findings.[8]
The subject of conflicting
interpretations between the parties pertains to the provision in the
Kasunduan
which states:
(1) Na pinatutunayan
ng UNANG BAHAGI na tinanggap nila sa buong kasiyahan ng kalooban buhat
sa IKALAWANG BAHAGI ang halagang ANIMNAPU AT LIMANG LIBO (P65,000.00)
PISO,
Salaping Pilipino, bilang paunang bayad, at ang nalalabing WALUMPU AT
LIMANG
LIBONG (85,000.00) PISO ay babayaran ng IKALAWANG BAHAGI sa UNANG
BAHAGI
sa loob ng anim na buwan simula sa takda ng kasulatang ito, sa pasubali
na ang kaukulang titulo ng lupang nabanggit ay maipagkakaloob ng
UNANG BAHAGI sa IKALAWANG BAHAGI"
Petitioners allege that
the kaukulang titulo ng lupang nabanggit refers to TCT No. RT-1076 and
not to a separate title in the name of Julio Garcia. Petitioners stress
the implausibility of delivering the separate title to respondent
within
six (6) months from the time of the execution of the Kasunduan
considering
that issuance of the title required prior settlement of the estates of
Francisco Alibudbud, Vicente de Guzman and Enrique Hemedes; partition
of
Lot 1642; and segregation of the portion pertaining to the share
acquired
by Julio Garcia. Respondent, for his part, insists that the kaukulang
titulo
ng lupang nabanggit refers to a separate title in the name of Julio
Garcia.
He argues that he only acceded to the Kasunduan upon having been
assured
by petitioners that they would be able to deliver to him a separate
title
in the name of Julio Garcia. Petitioners allegedly told respondent that
there was a pending petition in the court of Biñan for the
issuance
of a separate title to the subject property.[9]chanrobles virtuallaw libraryred
It is basic in the interpretation
and construction of contracts that the literal meaning of the
stipulations
shall control if the terms of the contract are clear and leave no doubt
on the intention of the contracting parties. However, if the terms of
the
agreement are ambiguous, resort is made to contract interpretation
which
is the determination of the meaning attached to written or spoken words
that make the contract.[10]
To ascertain the true intention of the parties, their subsequent or
contemporaneous
actions must be principally considered.cralaw:red
The tenor of the correspondence
between petitioners and respondent shows that the parties intended that
a separate title to the property in the name of Julio Garcia shall be
delivered
to respondent as a condition for the latter's payment of the balance of
the purchase price. Thus, petitioner Juana Almira's letter dated July
24,
1986 to respondent reads:chanrobles virtuallaw libraryred
Ang totoo po ngayon
ay kailangan naming ang halagang LABING LIMANG LIBO (P15,000.00) PISO,
yan po ang dahilan kung bakit kami ay sumulat sa inyo, sapagkat sa mga
unang naghawak at nag-ayos ng papeles ng lupang ito ay hindi nila
naayos
at hindi nila natapos, kaya po kami ay nakakita at malaki po ang
nagastos
naming sa una na walang nangyari, kaya nga itong huli ay lalong lumaki
Unawain po naman ninyo
kami sa halagang kailangan naming para sa huling gumagawa ng Titulo ng
lupa para naman po maayos na ito.[11]
Respondent signified
his willingness to pay the balance of the purchase price but reminded
petitioners
of their obligation to deliver title to the property in the following
reply:
Hindi lingid sa inyong
kaalaman na sa ilalim ng naubit na "Kasunduan ng Pagbibilihan" ay
maliwanag
ang inyong tungkulin na ipagkaboob sa amin ang kaukulang titulo ng lupa
sa boob ng anim (6) na buwan simula sa takda ng nasabing kasulatan at
kami
naman ay nahahandang magbayad ng lahat ng nalababing kabayaran x x x at
tuwing kayo ay kukuha ng pera ang lagi niyong idinadahilan ay ang
diumano
ay paglalakad tungkol sa titulo. x x x[12]
Had the parties intended
that petitioners deliver TCT No. RT-1076 instead of a separate title in
the name of Julio Garcia to respondent, then there would have been no
need
for petitioners to ask for partial sums on the ground that this would
be
used to pay for the processing of the title to the property.
Petitioners
had only to present the existing title, TCT No. RT-1076, to respondent
and demand the balance of the purchase price. This, petitioners did not
do. Instead, they were content to ask small sums from respondent on
thirty-nine
occasions for two years before filing an action in court for rescission
of the Kasunduan another five years later. It is readily discernible
from
the tenor of various receipts[13]
issued by petitioners that the sums given by respondent on these
thirty-nine
occasions were made upon request of petitioners seeking respondent's
indulgence.
A letter[14]
dated October 11, 1984 and addressed to respondent's father, Tata Omy,
whom respondent authorized to give payments during the time he was
working
abroad reads:chanrobles virtuallaw libraryred
Tata Omy,
Ako si Rogelio A. Garcia
ang sumulat nito at ang maydala ay si Rolando Garcia na kapatid kong
bunso
at ito ay pinagawa ng aking ina si Juana Garcia. Ang dahilan ay mayroon
silang nabiling t.v. 17 inches at ngayon ay naririto sa amin. Kaya ako
ay labis na nahihiya sa inyo ni Viring ngunit ano ang magagawa ko para
diyan kaya kayo na ang bahalang magpasensiya sa amin. Ang kailangan
nila
ay halagang P800.00 at para mabili nila ang T. V. + P200.00
Ang gumagalang,
(Sgd.) Rogelio Garciachanrobles virtuallaw libraryred
Received:
P1,000.00
By( Sgd). Rosita Garcia
There is thus no basis
to conclude that insufficiency of funds rather than failure of
petitioners
to deliver a separate title in the name of Julio Garcia prevented
respondent
from completing payment of the purchase price.cralaw:red
That the parties agreed
on delivery of a separate title in the name of Julio Garcia as a
condition
for respondent's payment of the balance of the purchase price is
bolstered
by the fact that there was already an approved subdivision plan of the
21,460 square-meter lot years before petitioners filed an action in
court
for rescission.[15]
The parties evidently assumed petitioners would be able to deliver a
separate
title in the name of Julio Garcia to respondent within six (6) months
from
the time of the execution of the Kasunduan since there was already a
pending
petition in court for the issuance of a separate title to 21,460
square-meter
lot at that time. Unfortunately, the petitioners were not able to
secure
a separate title in the name of Julio Garcia within the stipulated
period.cralaw:red
Finally, we note that,
as quoted earlier, the Kasunduan itself in its opening paragraph refers
to the subject property being sold as "buong lawak na 21,640 metrong
parisukat,
x x x at sa kasalukuyan may nabibinbing kahilingan sa hukuman upang
magkaroon
ng sariling titulo; x x x." The next paragraph of the Kasunduan,
therefore,
which speaks of "ang kaukulang titulo sa lupang nabanggit," clearly
refers
to the separate title being applied for, even without resort to
extraneous
evidence.cralaw:red
Petitioners, however,
insist that it was respondent's counsel who prepared the Kasunduan and
any ambiguity therein should be construed against respondent pursuant
to
Article 1377 of the Civil Code which states that the interpretation of
obscure words or stipulations in a contract shall not favor the party
who
caused the obscurity.cralaw:red
We find no reason to
apply Article 1377 of the Civil Code in this case where the evident
intention
of the parties can be readily discerned by their subsequent and
contemporaneous
acts. While it is true that the Kasunduan was prepared by the counsel
of
respondent, there is no indication that respondent took unfair
advantage
of petitioners when he had the terms of the Kasunduan drawn by his
counsel.
Petitioners freely assented to the Kasunduan which is written entirely
in a language spoken and understood by both parties. That petitioners
were
fully aware of the terms of the Kasunduan is evidenced by their
attempts
to comply with their obligation by securing a subdivision plan and
technical
description[16]
of the property subject of sale.chanrobles virtuallaw libraryred
Having ruled that the
kaukulang titulo ng lupang nabanggit refers to a separate title in the
name of Julio Garcia, we proceed to the issue as to whether petitioners
may rescind the Kasunduan pursuant to Article 1191 of the Civil Code
for
failure of respondent to give full payment of the balance of the
purchase
price.cralaw:red
The rights of the parties
are governed by the terms and the nature of the contract they enter
into.
Hence, although the nature of the Kasunduan was never placed in dispute
by both parties, it is necessary to ascertain whether the Kasunduan is
a contract to sell or a contract of sale before the issue as to whether
petitioners may ask for rescission of the contract may be resolved. In
a contract to sell, ownership is, by agreement, reserved to the vendor
and is not to pass until full payment of the purchase price; whereas,
in
contract of sale, title to the property passes to the vendee upon
delivery
of the thing sold.[17]
Non-payment by the vendee in a contract of sale entitles the vendor to
demand specific performance or rescission of the contract, with
damages,
under Article 1191 of the Civil Code.cralaw:red
Although both parties
have consistently referred to the Kasunduan as a contract to sell, a
careful
reading of the provisions of the Kasunduan reveals that it is a
contract
of sale. A deed of sale is absolute in nature in the absence of any
stipulation
reserving title to the vendor until full payment of the purchase price.
In such cases ownership of the thing sold passes to the vendee upon
actual
or constructive delivery thereof.[18]
There is nothing in the Kasunduan which expressly provides that
petitioners
retain title or ownership of the property, until full payment of the
purchase
price. The absence of such stipulation in the Kasunduan coupled with
the
fact that respondent took possession of the property upon the execution
of the Kasunduan indicate that the parties have contemplated a contract
of absolute sale.cralaw:red
Stated otherwise, there
was a perfected contract of sale. The parties agreed on the sale of a
determinate
object, i.e., 21, 460 square meters of Lot 1642, covered by a tax
declaration
in the name of Julio Garcia, and the price certain therefor, without
any
reservation of title on the part of petitioners. Ownership was
effectively
conveyed by petitioners to respondent, who was given possession of the
property. The delivery of a separate title in the name of Julio Garcia
was a condition imposed on respondent's obligation to pay the balance
of
the purchase price. It was not a condition imposed on the perfection of
the contract of sale. In Laforteza v. Machuca,[19]
we stated that the fact that the obligation to pay the balance of the
purchase
price was made subject to the condition that the seller first deliver
the
reconstituted title of the property does not make the agreement a
contract
to sell for such condition is not inconsistent with a contract of sale.cralaw:red
Addressing now the issue
as to whether rescission of the Kasunduan by petitioners may prosper,
we
rule in the negative. The power to rescind is only given to the injured
party. The injured party is the party who has faithfully fulfilled his
obligation or is ready and willing to perform with his obligation. In
the
case at bar, petitioners were not ready, willing and able to comply
with
their obligation to deliver a separate title in the name of Julio
Garcia
to respondent. Therefore, they are not in a position to ask for
rescission
of the Kasunduan. Moreover, respondent's obligation to pay the balance
of the purchase price was made subject to delivery by petitioners of a
separate title in the name of Julio Garcia within six (6) months from
the
time of the execution of the Kasunduan, a condition with which
petitioners
failed to comply. Failure to comply with a condition imposed on the
performance
of an obligation gives the other party the option either to refuse to
proceed
with the sale or to waive that condition under Article 1545 of the
Civil
Code.[20]
Hence, it is the respondent who has the option either to refuse to
proceed
with the sale or to waive the performance of the condition imposed on
his
obligation to pay the balance of the purchase price.cralaw:red
It follows that, not
having established that they were ready, able and willing to comply
with
their obligation to deliver to respondent a separate title in the name
of Julio Garcia, petitioners may not ask for rescission of the
Kasunduan
nor recover damages.cralaw:red
As regards the issue
that the appellate court should have dismissed respondent's appeal for
failure of respondent to comply with Circular No. 28-91 requiring the
submission
of a certificate of non-forum shopping in petitions filed before us and
the Court of Appeals, suffice it to say that when technicality deserts
its function of being an aid to justice, the courts are justified in
exempting
from its operations a particular case.[21]
Procedural rules are intended to insure the orderly conduct of
litigation,
because of the higher objective they seek, which is to protect the
parties'
substantive rights.[22]chanrobles virtuallaw libraryred
WHEREFORE, the petition
is DENIED and the decision rendered by the Court of Appeals in CA G.R.
No. 40954 entitled, "Juana Almira, et al., plaintiffs-appellees v.
Federico
Briones, defendant-appellant" is AFFIRMED. No costs.cralaw:red
SO ORDERED.cralaw:red
Davide, Jr., C.J.,
(Chairman),
Vitug, and Carpio, JJ.,
concur.
Ynares-Santiago, J.,
on leave.cralaw:red
____________________________
Endnotes:
[1]
Entitled "Juana Almira, et al., plaintiffs-appellees v. Federico
Briones,
defendant-appellant" and penned by then Associate Justice Minerva P.
Gonzaga-Reyes
with Justices Eduardo G. Montenegro and Conrado M. Vasquez, Jr. of the
Sixteenth Division of the Court of Appeals concurring.
[2]
Exhibit 1, Records, pp. 6-7.chanrobles virtuallaw libraryred
[3]
TSN, February 6, 1992, pp. 15-16.
[4]
TSN, February 6, 1992, pp. 28-30.
[5]
Records, p. 226.chanrobles virtuallaw libraryred
[6]
ADDITIONAL REQUISITES FOR PETITIONS FILED WITH THE SUPREME COURT AND
COURT
OF APPEALS TO PREVENT FORUM SHOPPING OR MULTIPLE FILING OF PETITIONS
AND
COMPLAINTS. Circular No. 28-91 was amended by Administrative Circular
No.
09-94 which took effect April 1, 1994.chanrobles virtuallaw libraryred
[7]
Rizal Surety and Insurance Company v. Court of Appeals, 336 SCRA 12, 19
(2000); Estate of the late Mena Bolanos v. CA, 345 SCRA 125, 130
(2000);
Atillo v. Court of Appeals, 266 SCRA 596, 605-606 (1997).chanrobles virtuallaw libraryred
[8]
Siguan v. Lim, 318 SCRA 725, 734 (1999); Yobido v. Court of Appeals,
281
SCRA 1,7-8. (1997) citing Philippine Rabbit Bus Lines, Inc. v. IAC, 189
SCRA 158, 159 (1990). See also Sabinosa v. Court of Appeals, 175 SCRA
552,
556 (1989).
[9]
TSN, May 21, 1992, p. 10.
[10]
Buce v. Court of Appeals, et al., 332 SCRA 151, 158 (2000) citing
National
Irrigation Administration v. Gamit, 215 SCRA 436, 453-454 (1992).
[11]
Records, p. 183.chanrobles virtuallaw libraryred
[12]
Records, p. 182.
[13]
Records, Exhibit 10 - Exhibit 10-A-3, pp. 158-177.
[14]
Records, Exhibit 10-A-3, p. 160.
[15]
Records, Exhibit 3, p. 147.chanrobles virtuallaw libraryred
[16]
Records, Exhibit 4, p. 149.
[17]
Ong v. Court of Appeals, 310 SCRA 1, 10 (1999) citing PNB v. Court of
Appeals,
262 SCRA 464, 479 (1996) and Salazar v. Court of Appeals, 258 SCRA 317,
325 (1996).
[18]
Laforteza v. Machuca, 333 SCRA 643, 659 (2000) citing Babasa v. CA, 290
SCRA 532, 540 (1998).
[19]
See note 18, supra.chanrobles virtuallaw libraryred
[20]
Article 1545. Where the obligation of either party to a contract of
sale
is subject to any condition which is not performed, such party may
refuse
to proceed with the contract or he may waive performance of the
condition.
If the other party has promised that the condition should happen or be
performed, such first mentioned party may also treat the nonperformance
of the condition as a breach of warranty.
Where
the ownership in the things has not passed, the buyer may treat the
fulfillment
by the seller of his obligation to deliver the same as described and as
warranted expressly or by implication in the contract of sale as a
condition
of the obligation of the buyer to perform his promise to accept and pay
for the thing.chanrobles virtuallaw libraryred
[21]
PHHC v. Tiongco, 12 SCRA 471,474-475 (1964).chanrobles virtuallaw libraryred
[22]
Leyte, et al. v. Judge Cusi, Jr., 152 SCRA, 496, 499 (1987). See also
BA
Savings Bank v. Roger T. Sia, 336 SCRA 484, 490 (2000). |