RAYMUNDO S. DE LEON, petitioner, vs. BENITA T.
ONG, respondentG.R. No. 170405 | February 2, 2010
FACTS:
Petitioner Raymundo S. De Leon sold 3 parcels of land
with improvements to respondent Benita T. Ong. As these properties were
mortgaged to Real Savings and Loan Association, Incorporated, petitioner and
respondent executed a notarized deed of absolute sale with assumption of
mortgage.
Pursuant to this deed, respondent gave petitioner P415,500
as partial payment. Petitioner, on the other hand, 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.
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. When she proceeded to RSLAI,
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.
On June 18, 1993, respondent filed a complaint for specific
performance, declaration of nullity of the second sale and damages against
petitioner.
She claimed that since petitioner had previously sold
the properties to her on March 10, 1993, he no longer had the right to sell the
same to Viloria. Thus, petitioner fraudulently deprived her of the properties.
Petitioner, on the other hand claimed that since the
transaction was subject to a condition, they only entered into a contract to
sell. Inasmuch as respondent did apply for a loan from RSLAI, the condition did
not arise. Consequently, the sale was not perfected and he could freely dispose
of the properties.
The RTC dismissed the complaint for lack of cause of
action. It concluded that the perfection of a contract of sale depended on
RSLAI’s approval of the assumption of mortgage. Since RSLAI did not allow
respondent to assume petitioner’s obligation, the sale was never perfected.
The CA found that contract executed by the parties did
not impose any condition on the sale and held that the parties entered into a
contract of sale. Consequently, because petitioner no longer owned the properties
when he sold them to Viloria, it declared the second sale void.
ISSUE:
Whether the parties entered into a contract of sale or
contract to sell
RULING:
In a contract of sale, the seller conveys ownership of
the property to the buyer upon the perfection of the contract. Should the buyer
default in the payment of the purchase price, the seller may either sue for the
collection thereof or have the contract judicially resolved and set aside. The non-payment
of the price is therefore a negative resolutory condition.
On the other hand, a contract to sell is subject to a positive
suspensive condition. The buyer does not acquire ownership of the property
until he fully pays the purchase price. For this reason, if the buyer defaults
in the payment thereof, the seller can only sue for damages.
The deed executed by the parties stated that
petitioner sold the properties to respondent “in a manner absolute and
irrevocable” for a sum of P1.1 million. With regard to the manner of payment,
it required respondent to pay P415,500 in cash to petitioner upon the execution
of the deed, with the balance payable directly to RSLAI within a reasonable
time. Nothing in said instrument implied that petitioner reserved ownership of
the properties until the full payment of the purchase price. On the contrary,
the terms and conditions of the deed only affected the manner of payment, not
the immediate transfer of ownership from petitioner as seller to respondent as
buyer. Otherwise stated, the said terms and conditions pertained to the
performance of the contract, not the perfection thereof nor the transfer of ownership.
Furthermore, even assuming arguendo that the agreement
of the parties was subject to the condition that RSLAI had to approve the
assumption of mortgage, the said condition was considered fulfilled as
petitioner prevented its fulfillment by paying his outstanding obligation and
taking back the certificates of title without even notifying respondent. In
this connection, Article 1186 of the Civil Code provides:
“Article 1186. The condition shall be deemed
fulfilled when the obligor voluntarily prevents its fulfillment.”
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