1. G.R. No. L-59266, February 29, 1988 ( Dignos v Court of Appeals )
2. G.R. No. 118509,December 1, 1995 ( Limketkai Sons Milling v Court of
Appeals )
3. G.R. No. 174286, ( Traders Royal Bank v. Cuizon Lumber Co. )
4. G.R. No. 166862 December 20, 2006 ( MANILA METAL CONTAINER
CORP. V PNB )
5. G.R. No. 127520 , February 9, 2007 (Camacho v. CA)
6. G. R. No. 154554, Nov. 9,2005
7. G.R. N0. 132269, April 27, 2000
8. G. R. No. 157954, March 24, 2006
DIGNOS VS. COURT OF APPEALS
G.R. NO. L-59266
Petitioners: SILVETRE DIGNOS AND ISABEL LUMUNGSOD
Respondents: COURT OF APPEALS AND ATILANO JABIL
Ponente: J. Bidin
1. YES. The contract is a deed of absolute sale with the following conditions:
a. That Atilano G..Jabilis to pay the amount of Twelve Thousand Pesos P12,000.00)
Phil. Philippine Currency as advance payment;
b. That Atilano G. Jabil is to assume the balance of Twelve Thousand Pesos
(P12,000.00) Loan from the First Insular Bank of Cebu;
c. That Atilano G. Jabil is to pay the said spouses the balance of Four. Thousand
Pesos (P4,000.00) on or before September 15,1965;
d. That the said spouses agrees to defend the said Atilano G. Jabil from other claims
on the said property;
e. That the spouses agrees to sign a final deed of absolute sale in favor of Atilano G.
Jabil over the above-mentioned property upon the payment of the balance of Four
Thousand Pesos. Thus, it has been held that a deed of sale is absolute in nature
although denominated as a "Deed of Conditional Sale" where nowhere in the
contract in question is a proviso or stipulation to the effect that title to the property
sold is reserved in the vendor until full payment of the purchase price, nor is there a
stipulation giving the vendor the right to unilaterally rescind the contract the
moment the vendee fails to pay within a fixed period. (Taguba v. Vda. de Leon)
FACTS
a) On June 7, 1965, appellants (petitioners) Dignos spouses sold the said parcel of
land to plaintiffappellant (respondent Atilano J. Jabil) for the sum of P28,000.00,
payable in two installments, P12,000 in cash, P12,000 for an assumption of
indebtedness with the First Insular Bank of Cebu, and P4,000.00 to be paid on or
before September 15, 1965.
b) On November 25, 1965, the Dignos spouses sold the same land to Cabigas
spouses for the price of P35,000.00. An absolute sale deed was recorded.
c) The Dignos couple refused to accept the rest of the land's purchase price from the
plaiplaintiff-appellantbil complained after being made aware of the second sale.
d) The deed of sale executed on November 25, 1965, by defendant Isabela L. De
Dignos in favor of defendant Luciano Cabigas is declared null and void ab initio,
and the deeds of sale executed by defendants Silvestre T. Dignos and Isabela
Lumungsod de Dignos are not rescinded.
e) Jabil and Dignos appealed to CA. The Court of Appeals affirmed the lower court's
verdict except for the paragraph directing Jabil to pay the Cabigas couples' fees for
the construction of a fence on the land in dispute.
ISSUES:
1. Whether or not subject contract is a deed of absolute sale or a contract Lot sell.
2. Whether or not there was a valid rescission thereof.
HELD:
2. NO. There’s no valid rescission of contract. It has been ruled, however, that
"where time is not of the essence of the agreement, a slight delay on the part of one
party in the performance of his obligation is not a sufficient ground for the rescission
of the agreement" (Taguba v. Vda. de Leon, supra). Given that the private
respondent only has a debt of P4,000.00 and was only delayed in payment for one
month, equity and justice dictate, as in the aforementioned instance, that Jabil be
given an extra period within which to complete payment of the purchase price.
TRADERS ROYAL BANK V. CUIZON LUMBER CO.
G.R. NO. 174286
PETITIONER: TRADERS ROYAL BANK
RESPONDENTS: CUISON LUMBER CO., INC., AND JOSEFA JERODIAS
VDA. DE CUISON
Ponente: J. Brion
FACTS:
Petitioner Traders Royal Bank assails the decision of the Court of Appeals nullifying
Philfinance’s transfer of CBCI No. D891 through a deed of assignment to the
petitioner which the latter sought to register in its name through Central Bank.
Philfinance claimed that it had the right to do so despite still having Filriters as the
registered owner of the instrument. Thus, in the former’s repurchase agreement with
Traders Royal Bank, they stipulated that they shall have the right to repurchase such
instrument on or before April 27, 198. However, come due date, Philfinance failed
to do so because of insufficiency of funds. Due to the adverse claim of Filriters,
Central Bank refused to transfer and register the petitioner as owner of the
instrument.
ISSUES
1. Whether or not the petitioner may enforce payment of the instrument.
2. Whether or not the CBCI No. D891 is a negotiable instrument.
3. Whether or not Philfinance is a holder in due course.
ISSUE:
1. Whether or not there was a contract of sale.
2. Whether or not the earnest money establishes a contract of sale.
HELD:
RULING
1. No. The petitioner may not enforce payment o the instrument by asserting that
doctrine of piercing the veil of corporate entity because there is sufficient proof that
petitioner was not defrauded having known on its face that the instrument states that
it is registered in the name of Filriters. Thus, the former should have inquired from
Filriters regarding the legitimacy of Philfinance’s rights over such instrument.
2. No. The CBCI No. D891 is not a negotiable instrument because it is clearly
expressed thereon that it is payable to Filriters, the registered owner, in pursuance
of CB Circular 769 Series of 1980 (Rules and Regulations Governing CBCIs, Art.
II, Sec. I) Furthermore, the instrument lacked consent from the board having been
executed by Alfredo Banaria without assent from the board. Hence, the assignment
of such instrument to Philfinance by the personal act of Alfredo Banaria renders it
void. (Art. 1409, Civil Code)
3. No. Philfinance is not a holder in due course because the assignment of the
certificate to them is fictitious having been simulated. The instrument was merely
borrowed from Filriters.
The CA affirmed with modifications the decision4 of the Regional Trial Court
(RTC), Davao City, Branch 13. The RTC ruled in favor of respondents Cuison
Lumber Co., Inc. (CLCI) and Josefa Vda. De Cuison (Mrs. Cuison), collectively
referred to as respondents, in the action they commenced for breach of contract,
specific performance, damages, and attorney’s fees, with prayer for the
issuance of a writ of preliminary injunction against petitioner Traders Royal Bank
(bank).
G.R. No. 166862 December 20, 2006 (MANILA METAL CONTAINER CORP.
V PNB)
2. ART.1482 states that whenever earnest money is given in a contract of sale, it
shall be considered as part of the price and as proof of the perfection of the contract.
PNB approved the P725,000 deposit with the stipulation that the PNB Board must
still approve the purchase price. The payment of earnest money cannot prove the
existence of a finalized contract of sale without evidence that all necessary
conditions have been met.
LIMKETKAI SONS MILLING, INC. VS. COURT OF APPEALS, BANK OF
THE PHILIPPINE ISLANDS and NATIONAL BOOK STORE
G.R. No. 118509 December 1, 1995
Petitioner: Limketkai Sons Milling, Inc.
Respondents: Court of Appeals, Bank of the Philippines, National Book Store
Ponente: J. Melo
FACTS:
FINAL VERDICT:
Due to disagreements between the petitioner and respondent about the
asking price of the property, there is no perfected contract of sale. Instead, they had
each made counter-offers to the other. Because it lacked authorization, the
computation of SAMD cannot be regarded as a valid sale contract.
The CA rendered judgment on May 11, 2000 affirming the decision of the
RTC.37 It declared that petitioner obviously never agreed to the selling price
proposed by respondent PNB (P1,931,389.53) since petitioner had kept on
insisting that the selling price should be lowered to P1,574,560.47. Clearly
therefore, there was no meeting of the minds between the parties as to the price
or consideration of the sale.
On May 14, 1976, Philippine Remnants Co., Inc. made BPI its trustee to
manage, administer, and sell its real estate property which includes the
disputed lot, a 33,056-square meter lot at Barrio Bagong Ilog, Pasig, Metro
Manila covered by Transfer Certificate of Title No. 493122. On June 23,
1988, Pedro Revilla, Jr., a licensed real estate broker was given the formal
authority BPI to sell the lot for P1,000 per square meter. Alfonso Lim of
petitioner company agreed to buy the land who was contacted by Revilla.
Petitioner’s officials and Revilla was given the permission by Rolando
Aromin, BPI-Assistant Vice-President to visit the land. On July 11,1988,
Alfonso Lim and Albino Limketkai went to BPI to confirm the sale and was
entertained by Vice-President Merlin Albano and Rolando Aromin, BPIAssistant Vice President. Lim requested if it is possible to pay on terms, the
BPI officials recommended the petitioners to try to apply for payment terms
and if not granted, then the payment should be in cash. Albano later on
declared that instalment payment request to be approved and on the same
date, Lim through Albano embodying the payment initially of 10% and the
remaining 90% within a period of 90 days. Two or three days later, petitioner
learned that its offer to pay on terms had been frozen and decided on July 18,
1988 to go to BPI and tender the full payment of P33,056,000 to Albano. The
payment was refused by Albano saying that he already has no authority to
sell the said land, and then the check was later on tendered to BP VicePresident Nelson Bona who also refused. Petitioner filed an action for
specific performance with damages, where it found out that BPI already
issued a deed of sale of the same land to National Bookstore. The trial court
ruling declared the deed of sale to NBS null and void, ordered the BPI to
execute a deed of sale in favour of the petitioner and for BPI and NBS to pay,
jointly and severally, to the plaintiff the sums of P10,000,000.00 as actual
and consequential damages and P150,000.00 as attorney's fees and litigation
expenses, both with interest at 12% per annum from date. On August 12,
1994, the Court of Appeals reversed the trial court’s decision and dismissed
the petitioner’s complaint for specific performance and damages.
ISSUES:
1. Whether or not the contract between BPI and Limketkai had been perfected.
2. Whether or not the bank officials involved in the transaction authorized by BPI to
enter into the questioned contract.
3. Whether or not the sale of the disputed land to the NBS during the pending trial
effected in good faith?
RULING:
1. Yes, there is already a perfected contract between the two parties. There are stages
to undergo a contract of sale, the negotiation, perfection, and consummation.
Negotiation is where the interest to enter a contract of sale of both parties shows.
Perfection is when the essential elements of the contract is present, namely, consent,
determinate subject matter, and price. In this case, the negotiation is when the broker
Revilla contacted Limketkai to offer the said land, the inspection of the property,
and the negotiation with Aromin and Albano at the office of BPI. The perfection
took place when Aromin and Albano, acting for BPI, agreed to sell the land and Lim
and Albino, acting for Limketkai agreed to buy the disputed land at a definite price
of P1,000 per square meter. There is already a perfected contract even though the
deed of sale is yet to be signed and notarized because the essential elements are
present.
2. Yes, the bank officials are authorized by the BPI to enter into the contract. A
banking corporation business is said to be liable in any representation made by an
agent acting in its general scope in the business in any reason against third persons
involved. Revilla, broker was given the authority in their business to sell the land,
and it would be too obvious if the bank officials were not given the same authority.
Also, Aromin was already in the bank for a long period of time, since 1969 and
already handled real estate matters like this since 1985.
3. No, National Bookstore acted in bad faith. They ignored the notice of lis pendens
shown in the title when they bought the lot. It was because of the willingness of NBS
why BPI dishonoured the contract with Limketkai. Also, there are indications that
BPI and NBS conspired to prevent the petitioner from paying the agreed price. The
sale was supposed to be done by the authorized broker but top officials of the BPI
personally took over this specific sale because the NBS’s President, Alfredo Ramos
is interested, who is a friend of BPI Senior Vice President Edmundo Barcelon.
George Feliciano also offered money in behalf of NBS to petitioner to drop the said
case and give up the lot. The Supreme Court then ruled that there was a perfected
contract between BPI and the petitioner Limketkai; that the BPI officials are
authorized to bind the band into contract; and that the NBS acted in bad faith during
the trial case. The judgement of the Court of Appeals is reversed and set asid. The
judgement of the Regional Trial Court on June 10, 1991 is reinstated except for the
P10,000,000 damage award which is deleted.
CAMACHO VS. COURT OF APPEALS
G.R. No. 127520
February 9, 2007
Petitioner: Aurora Fe C. Camacho
Respondents: Court of Appeals and Angelino Banzon
Ponente: Callejo, Sr., Jr.
GOODYEAR PHILIPPINES, INC. VS. ANTHONY SY AND JOSE L.
LEE
G.R. No. 154554
Petitioner: Goodyear Philippines, Inc.
Respondents: Anthony Sy and Jose L. Lee
Ponent: J. Panganiban
Facts:
Goodyear Philippines Inc. owned Isuzu car that was purchased in 1983 and
was hijacked in 1986. They reported it to the Philippine National Police
(PNP) and the PNP issued an alert alarm on the said stolen vehicle. Later that
year, the car was recovered and Goodyear Philippines Inc. informed the PNP
about the said recovery and requested to lift the alert status from the recovered
car.
Goodyear Philippines Inc. sold the vehicle to Anthony Sy on 1996. In 1997,
Anthony Sy sold the vehicle to Jose Lee. Later that year, Lee attempted to
register the vehicle in his name but was unable to do so because the PNP had
not lifted the alert status on the vehicle. The vehicle was impounded by the
PNP, and Lee was charged criminally. Lee informed Sy of the situation.
Sy then sued Goodyear Philippines Inc. for breach of warranty. Sy contended
that Goodyear Philippines Inc. owed him the vehicle free of all liens,
encumbrances, and legal impediments. The Regional Trial Court (RTC) ruled
in favor of Goodyear Philippines Inc. The RTC decision was overturned by
the Court of Appeals.
"The Regional Trial Court [(RTC)] resolved to dismiss the third-party complaint
on the basis of the first proffered ground in its challenged Order dated May 27,
1998. It ratiocinated:
‘If the PNP has not removed the said vehicle from its alert status as a stolen
vehicle, [then] that does not make [Goodyear] not the owner thereof. Hence,
[Goodyear], the third party defendant, is not guilty of any breach resulting from
any flaw in the title over the said vehicle.
Ruling of the Court of Appeals
In granting the appeal, the CA reasoned that the Third-Party Complaint had
stated a cause of action. First, petitioner did not make good its warranty in the
Deed of Sale: to convey the vehicle to Respondent Anthony Sy free from all
liens, encumbrances and legal impediments. The reported hijacking of the
vehicle was a legal impediment that prevented its subsequent sale.
Second, Respondent Sy had a right to protect and a warranty to enforce, while
petitioner had the corresponding obligation to honor that warranty. The latter
caused the impairment of that right, though, when the vehicle it had sold to him
was refused registration, because of the non-lifting of the alert status issued at
its instance. That petitioner had to execute all documents necessary to confer a
perfect title to him before he could seek recourse to the courts was deemed a
ludicrous condition precedent, because it could easily refuse to fulfill that
condition in order to obviate the filing of a case against it.
Issue:
Whether or not there was a breach of warranty.
HELD:
No. In contract of sales, there are warranties implied such as the vendor has
a right to sell things at the time that its ownership is to pass to the vendee, as
a result of which the latter shall from then on have and enjoy the legal and
peaceful possession of the thing. The thing shall be free from any charge or
encumbrance not declared or known to the vendee. Goodyear Philippines Inc.
violated none of them. Certainly, the vehicle's impoundment and failure to
register were not caused on purpose by Goodyear Philippines Inc., but rather
by PNP's failure to raise the latter's own alarm about the vehicle. Goodyear
Philippines Inc. has no power or control over the PNP. According to the
Republic Act. 6975, these matters were purely administrative and
governmental in nature.
Hence, Goodyear Philippines Inc. did not breach its obligation as a vendor to
Sy, nor did it violate his right to bring an action for damages. There is no
cause of action without this crucial allegation of a breach or violation
PAZ GALVEZ, CARLOS TAM, and TYCOON PROPERTIES,
INC., Petitioners,
vs.
HON. COURT OF APPEALS and PORFIRIO GALVEZ, Respondents.
GR NO. 157954, 2006-03-24
Ponente: J.
CHICO-NAZARIO
We find the petition bereft of
a law which enlarges, abridges or in any manner changes the intention of the
contracting parties.
HARRISON MOTORS CORPORATION, petitioner,
NAVARRO, respondent.
G.R. N0. 132269, April 27, 2000
Ponente: J. BELLOSILLO
vs.
RACHEL
A.
Facts:
Harrison Motors Corp. sold 2 Isuzu Elf trucks to private respondent Navarro, owner
of RN Freight Lines, a franchise holder operating and maintaining a fleet of cargo
trucks all over Luzon. Petitioner assembled 2 trucks using component parts. Before
the sale, all BIR Taxes and customs duties for the parts used on the two trucks had
been paid for.
Subsequently. BIR. BOC, and LTO entered into a tripartite MOA that before
registration in the LTO of any locally assembled vehicle using imported parts, a
Certificate of Payment should first be obtained from BIR and BOC for proof that all
taxes and custom duties have been paid. Government agents seized and detained the
two trucks of Navarro after discovering that there were still unpaid taxes. Wanting
to secure immediate release of trucks. Navarro paid the assessed BIR taxes and
customs duties and ask for reimbursement but Claros again refused.
Issue:
W/N the 2 MOAs impair the contract of sale between petitioner and private
respondent.
Ruling:
The Memorandum of Agreement does not impose any additional taxes which would
unduly impair the contract of sale between petitioner and private respondent.
Instead, these administrative orders were passed to enforce payment of existing BIR
taxes and customs duties at the time of importation. Petitioner's contention is
unmeritorious. What Sec. 10 Art. III of the Constitution prohibits is the passage of
The Decision of the Court of Appeals affirming that of the Regional Trial Court
of Makati which ordered petitioner to pay private respondent P32,943.00 as
reimbursement for taxes paid, P7,500.00 as attorney's fees and the costs of suit.