Name: Charis Divine R.
Dulang
Section: CDM1 BSMA-4B
Roque v. Aguado (GR 193787, April 7, 2014)
Facts:
The case revolves around a parcel of land, Lot 18089, located in Sitio Tagpos, Barangay
Tayuman, Binangonan, Rizal. In 1977, the original owners of Lot 18089, including Sps. Roque
and Beatriz dela Cruz Roque executed a Deed of Conditional Sale of Real Property for a
consideration of 30,775.00. After signing, Sps. Roque took possession and improved the
subject portion, which they used as a balut factory.
In 1991, Fructuoso Sabug, Jr., former Treasurer of the National Council of Churches in the
Philippines (NCCP), applied for a free patent over the entire Lot 18089. In 1993, Sabug and
Rivero signed a joint affidavit acknowledging that the subject portion belongs to Sps. Roque
and expressed their willingness to segregate it from the entire area of Lot 18089.
On December 8, 1999, Sabug, Jr. sold Lot 18089 to Ma. Pamela P. Aguado for 2,500,000.00,
leading to the cancellation of OCT No. M-5955 and the issuance of Transfer Certificate of Title
(TCT) No. M-96692 in her name. Aguado obtained an 8,000,000.00 loan from the Land Bank
of the Philippines (Land Bank) secured by a mortgage over Lot 18089. When she failed to
repay her loan obligation, Land Bank consolidated its ownership and issued TCT No. M-
11589513 in its name on July 21, 2003.
Sps. Roque filed a complaint for reconveyance, annulment of sale, deed of real estate
mortgage, foreclosure, certificate of sale, and damages before the RTC. NCCP and Sabug,
Jr. denied any knowledge of the 1977 Deed of Conditional Sale. In 2005, NCCP filed a
separate complaint for declaration of nullity of documents and certificates of title and damages.
The RTC dismissed both Sps. Roque and NCCP's complaints, finding that Sps. Roque failed
to establish their ownership over the subject portion. The Court of Appeals affirmed the RTC
findings, finding that Land Bank was not regarded as a mortgagee or purchaser in good faith
with respect to the subject portion, considering Sps. Roques possession.
Issue:
Whether or not the Deed of Conditional Sale is a contract to sell or a conditional contract of
sale.
Ruling:
It is a Contract to Sell. The court ruled that a contract to sell is only a contract to sell if the
seller promises to execute a deed of absolute sale upon the buyer's payment of the purchase
price. This is because the seller is only obligated to transfer ownership upon the existence of
the contract of sale.
First Optima Realty Corp. v. Securiton Security Services Inc.
(GR 199648, Jan. 28, 2015)
Facts:
Petitioner First Optima Realty Corporation is a domestic corporation engaged in the real estate
business. It is the registered owner of a parcel of land with improvements located in Pasay
City, covered by a Transfer Certificate of Title (the subject property). Respondent Securitron
Security Services, Inc., a domestic corporation with offices located beside the subject property,
claimed that the said parcel of land is subject to the alleged perfected contract of sale through
the latter’s payment of earnest money. The RTC and Court of Appeals found the existence of
a perfected contract of sale. Hence, the petitioner corporation filed a petition for review on
certiorari. The fact shows that the respondent, through its General Manager Eleazar, offered
to purchase the subject property of the petitioner through a letter addressed to its Vice
President Young. Eleazar offered to purchase the property in cash. Young declined to accept
the payment and informed Eleazar that prior approval of the petitioner’s board of directors was
required for the transaction. The respondent sent a letter to the petitioner accompanied by a
check in the amount of P100,000.00 made payable to the petitioner, which served as earnest
money for the property. Despite the delicate nature of the matter and large amount involved,
the respondent did not deliver the letter and check directly to Young or her office; instead, they
were routed through an ordinary receiving clerk or receptionist of the petitioner, who issued a
provisional receipt. The check was eventually deposited with and credited to the petitioner’s
bank account. Thereafter, the respondent, through counsel, demanded in writing that the
petitioner proceed with the sale of the property. It averred that since a perfected contract of
sale arose between the parties after negotiations were conducted and the respondent paid
the earnest money, which the petitioner accepted, the latter should be compelled to sell the
subject property to the former. It contended that the failure to return its payment amounts to
estoppel and ratification of the sale. Petitioner argued that it never agreed to sell the subject
property; that its board of directors did not authorize the sale thereof to respondent, as no
corresponding board resolution to such effect was issued; and that the respondent’s
P100,000.00 check payment cannot be considered earnest money since the payment
constitutes merely an offer, which requires acceptance to give rise to a contract of sale.
Issue:
Whether or not a perfected contract of sale exists upon the payment of earnest money prior
to the acceptance of the offer by the seller.
Ruling:
No. The Supreme Court ruled that when there is merely an offer by one party without the
acceptance of the other, there is no contract. As contemplated under Art. 1482 of the Civil
Code, “there must first be a perfected contract of sale before we can speak of earnest money.”
“Where the parties merely exchanged offers and counteroffers, no contract is perfected since
they did not yet give their consent to such offers. Earnest money applies toa perfected sale.”
Sebastian V. BPI Family Bank, Inc.
(GR 160107, Oct. 22, 2014)
Facts:
Petitioners Jaime and Evangeline Sebastian were employees of respondent BPI Family Bank
Inc. who availed themselves of a housing loan from the bank, which was a benefit extended
to the bank's employees.
Their loan was covered by a loan agreement whereby they agreed that the loan would be
payable in 108 equal monthly amortizations and that the monthly amortizations would be
deducted from Jaime's monthly salary. To secure the payment of the loan, they executed a
real estate mortgage in favor of the respondent bank over a property situated in Bulacan.
However, within a period of two years, both Jaime and Evangeline were terminated from
employment. About a year after their termination from employment, the petitioner spouses
received a demand requiring them to pay their total outstanding obligation, stating that their
entire outstanding balance had become due and demandable upon their separation from BPI
Family.
In the meantime, BPI Family instituted a petition for the foreclosure of the real estate mortgage;
hence, the petitioners filed a complaint for an injunction and damages to prevent the
foreclosure of their property.
Issue:
Whether or not the Court of Appeals committed a serious mistake in its decision that the
foreclosure of the mortgage on the petitioners' residence was justified.
Ruling:
The appeal for a review lacks merit. As per Republic Act 3844, as amended by Republic Act
6389, a buyer who has made payments equivalent to at least two years' worth of installments
are granted certain rights in cases of default in subsequent payments for transactions or
contracts related to real estate sold on installment plans This provision covers residential
condominium apartments but excludes industrial lots and commercial buildings, as well as
sales to tenants. The total count of installment payments includes any down payments,
deposits, or contract options in this scenario. Consequently, the Court rejects the petitioners
request for a certiorari review, upholds the November 21, 2002 decision, and imposes the cost
of the proceedings on them.
