G.R. No. 137845, 9 September 2004


Spouses Nilus and Teresita Sacramento were the owner of the parcel of land and house constructed at MadalingAraw St., Teresita Heights Subd., Novaliches, Quezon City. Spouses Sacramento mortgaged the property with the SSS as security for their housing loan and likewise surrendered the owner’s and duplicate copies of the certificate of title. A Deed of Absolute Sale with Assumption of Mortgage in favor of Spouses Maria Linda Clemeno and Angel C. Clemeno, Jr. was entered into by Spouses Sacramental with conformity of the SSS. 5 years after, Romeo Lobregat and Angel, who were relatives by consanguinity, entered into a verbal contract of sale over the property with the following terms, among others, that the former would pay the purchase price of the property in the amount of P270,000.00 inclusive of the balance.

When Lobregat’s counsel wrote to Angel that he had already paid the purchase price and was ready to pay the balance, he demanded that petitioner execute a deed of absolute sale over the property and deliver the title. In reply, Angel stated that he ever sold the property but instead consented to lease the property. Also, that even if Lobregat wanted to buy the property, the same was unenforceable, as no document was executed by them to evince the sale. CA ruled that the contract entered into was a contract of sale since partial payments had been made, thus, contract is partly performed.


Whether or not there was a contract of sale or a contract to sell.


The contract between the parties was a perfected verbal contract of sale, not a contract to sell over the subject property, with the petitioner as vendor and the respondent as vendee. Sale is a consensual contract and is perfected by mere consent, which is manifested by a meeting of the minds as to the offer and acceptance thereof on three elements: subject matter, price and terms of payment of the price.

The petitioners sold their property to the respondent, payable on installments, and upon the payment of the purchase price thereof, the petitioners were bound to execute a deed of sale in favor of the respondent and deliver to him the certificate of title over the property in his name. The parties later agreed for the respondent to assume the payment of the petitioners’ loan amortization to the SSS, which payments formed part of the purchase price of the property. The evidence shows that upon the payment made by the respondent of the purchase price, the petitioners vacated their house and delivered possession thereof to the respondent. Conformably to Article 1477 of the New Civil Code, the ownership of the property was transferred to the respondent upon such delivery. The petitioners cannot re-acquire ownership and recover possession thereof unless the contract is rescinded in accordance with law.

The contract entered into by the parties was not a contract to sell because there was no agreement for the petitioners to retain ownership over the property until after the respondent shall have paid the purchase price in full, nor an agreement reserving to the petitioners the right to unilaterally resolve the contract upon the buyer’s failure to pay within a fixed period. Unlike in a contract of sale, the payment of the price is a positive suspensive condition in a contract to sell, failure of which is not a breach but an event that prevents the obligation of the vendor to convey the title from becoming effective.

*Case digest by Earl M. Acoymo, JD-IV, Andres Bonifacio Law School, SY 2019-2020