G.R. No.
L-31018 June 29, 1973
LORENZO VELASCO AND SOCORRO J. VELASCO, petitioners,
vs.
HONORABLE COURT OF APPEALS
Doctrine:
Facts:
the Court of First Instance of Quezon City, after hearing on the merits,
rendered a decision in civil case 7761, dismissing the complaint filed by the
petitioners against the Magdalena Estate, Inc. (hereinafter referred to as
the respondent) for the purpose of compelling specific performance by the
respondent of an alleged deed of sale of a parcel of residential land in favor
of the petitioners.
The basis for the dismissal of the complaint was that the alleged
purchase and sale agreement "was not perfected".
Petitioner: On November 29, 1962 parties entered into contract of sale of
land for P100,000. The payment terms would be a down payment
of P10,000 and 20,000 and the P70,000 is payable in installment. Petitioner
then paid the P10,000 down payment on November 29, 1962. On January
8, 1964 he paid the remaining 20,000 but the respondent refused to
accept and execute a deed of sale.
Respondent: No contract of sale was perfected because the minds of the
parties did not meet. The property was leased by Socorro Velasco and the
defendant indicated willingness in selling the property for 100,000 under
the terms of P30,000 down payment, 20,000 of which to be paid on
November 30, 1962 and the remaining 70,000 is payable in 10 years with
9% interest per annum. On November 29, 1962 Socorro paid 10,000, short
of the alleged 20,000 agreed down payment. However, said payment was
accepted. On January 8, 1964 Socorro tendered the 20,000 down payment
but defendant refused to accept because the latter considered the contract
rescinded on the account the former’s failure to complete the down
payment on or before December 31, 1962.
Issue:
WON a contracted sale was perfected between the parties.
Ruling
No. The minds of the parties did not meet “in regard to the manner of
payment.” It is not difficult to glean from the aforequoted averments that
the petitioners themselves admit that they and the respondent still had to
meet and agree on how and when the down-payment and the installment
payments were to be paid.
Such being the situation, it cannot, therefore, be said that a definite and
firm sales agreement between the parties had been perfected over the lot
in question.
Indeed, this Court has already ruled before that a definite agreement on
the manner of payment of the purchase price is an essential element in the
formation of a binding and enforceable contract of sale. 3
The fact, therefore, that the petitioners delivered to the respondent the
sum of P10,000 as part of the down-payment that they had to pay cannot
be considered as sufficient proof of the perfection of any purchase and sale
agreement between the parties herein under article 1482 of the new Civil
Code, as the petitioners themselves admit that some essential matter —
the terms of payment — still had to be mutually covenanted.
Indeed, this Court has already ruled before that a definite agreement on
the manner of payment of the purchase price is an essential element in the
formation of a binding and unforceable contract of sale. 3 The fact,
therefore, that the petitioners delivered to the respondent the sum of
P10,000 as part of the down-payment that they had to pay cannot be
considered as sufficient proof of the perfection of any purchase and sale
agreement between the parties herein under article 1482 of the new Civil
Code, as the petitioners themselves admit that some essential matter —
the terms of payment — still had to be mutually covenanted.
Decision:
Notes
