G.R. No.

135634 May 31, 2000 consideration based on a survey shall be due and payable in five (5) years
period from the execution of the formal deed of sale; and it is agreed that
the expenses of survey and its approval by the Bureau of Lands shall be
HEIRS OF JUAN SAN ANDRES (VICTOR S. ZIGA) and SALVACION S. TRIA, petitioners,
borne by Mr. Rodriguez.
vs.
VICENTE RODRIGUEZ, respondent.
Naga City, September 29, 1964.or

Noted:
MENDOZA, J.:
(Sgd.)
1
This is a petition for review on certiorari of the decision of the Court of Appeals reversing the
decision of the Regional Trial Court, Naga City, Branch 19, in Civil Case No. 87-1335, as well as VICENTE RODRIGUEZ
the appellate court's resolution denying reconsideration.
Vendee
The antecedent facts are as follows:
Respondent also attached to his answer a letter of judicial administrator Ramon San
Juan San Andres was the registered owner of Lot No. 1914-B-2 situated in Liboton, Naga City. Andres (Exh. 3), 6asking payment of the balance of the purchase price. The letter
On September 28, 1964, he sold a portion thereof, consisting of 345 square meters, to reads:
respondent Vicente S. Rodriguez for P2,415.00. The sale is evidenced by a Deed of Sale. 2
Dear Inting,
Upon the death of Juan San Andres on May 5, 1965, Ramon San Andres was appointed judicial
administrator of the decedent's estate in Special Proceedings No. R-21, RTC, Branch 19, Naga
Please accommodate my request for Three Hundred (P300.00) Pesos as I
City. Ramon San Andres engaged the services of a geodetic engineer, Jose Peñero, to prepare
am in need of funds as I intimated to you the other day.
a consolidated plan (Exh. A) of the estate. Engineer Peñero also prepared a sketch plan of the
345-square meter lot sold to respondent. From the result of the survey, it was found that
respondent had enlarged the area which he purchased from the late Juan San Andres by 509 We will just adjust it with whatever balance you have payable to the
square meters. 3 subdivision.

Accordingly, the judicial administrator sent a letter, 4 dated July 27, 1987, to respondent Thanks
demanding that the latter vacate the portion allegedly encroached by him. However, respondent
refused to do so, claiming he had purchased the same from the late Juan San Andres.
Vicente Rodriguez
Thereafter, on November 24, 1987, the judicial administrator brought an action, in behalf of the
estate of Juan San Andres, for recovery of possession of the 509-square meter lot.
Penafrancia Subdivision, Naga City
In his Re-amended Answer filed on February 6, 1989, respondent alleged that apart from the
345-square meter lot which had been sold to him by Juan San Andres on September 28, 1964, P.S.
the latter likewise sold to him the following day the remaining portion of the lot consisting of 509
square meters, with both parties treating the two lots as one whole parcel with a total area of
854 square meters. Respondent alleged that the full payment of the 509-square meter lot would You can let bearer Enrique del Castillo sign for the amount.
be effected within five (5) years from the execution of a formal deed of sale after a survey is
conducted over said property. He further alleged that with the consent of the former owner, Juan Received One Hundred Only
San Andres, he took possession of the same and introduced improvements thereon as early as
1964.
(Sgd.)

As proof of the sale to him of 509 square meters, respondent attached to his answer a receipt
(Exh. 2) 5 signed by the late Juan San Andres, which reads in full as follows: RAMON SAN ANDRES

Received from Vicente Rodriguez the sum of Five Hundred (P500.00) 3/30/66
Pesos representing an advance payment for a residential lot adjoining his
previously paid lot on three sides excepting on the frontage with the agreed Respondent deposited in court the balance of the purchase price amounting to P7,035.00 for the
price of Fifteen (15.00) Pesos per square meter and the payment of the full aforesaid 509-square meter lot.
While the proceedings were pending, judicial administrator Ramon San Andres died and was 4. to pay the costs of the suit.
substituted by his son Ricardo San Andres. On the other band, respondent Vicente Rodriguez
died on August 15, 1989 and was substituted by his heirs. 7
SO ORDERED.

Petitioner, as plaintiff, presented two witnesses. The first witness, Engr. Jose Peñero, 8 testified
Hence, this petition. Petitioner assigns the following errors as having been allegedly committed
that based on his survey conducted sometime between 1982 and 1985, respondent had
by the trial court:
enlarged the area which he purchased from the late Juan San Andres by 509 square meters
belonging to the latter's estate. According to Peñero, the titled property (Exh. A-5) of respondent
was enclosed with a fence with metal holes and barbed wire, while the expanded area was I. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT THE DOCUMENT (EXHIBIT
fenced with barbed wire and bamboo and light materials. "2") IS A CONTRACT TO SELL DESPITE ITS LACKING ONE OF THE ESSENTIAL ELEMENTS
OF A CONTRACT, NAMELY, OBJECT CERTAIN AND SUFFICIENTLY DESCRIBED.
The second witness, Ricardo San Andres, 9 administrator of the estate, testified that respondent
had not filed any claim before Special Proceedings No. R-21 and denied knowledge of Exhibits II. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT PETITIONER IS OBLIGED TO
2 and 3. However, he recognized the signature in Exhibit 3 as similar to that of the former HONOR THE PURPORTED CONTRACT TO SELL DESPITE NON-FULFILLMENT BY
administrator, Ramon San Andres. Finally, he declared that the expanded portion occupied by RESPONDENT OF THE CONDITION THEREIN OF PAYMENT OF THE BALANCE OF THE
the family of respondent is now enclosed with barbed wire fence unlike before where it was PURCHASE PRICE.
found without fence.
III. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT CONSIGNATION WAS VALID
On the other hand, Bibiana B. Rodriguez, 10 widow of respondent Vicente Rodriguez, testified DESPITE NON-COMPLIANCE WITH THE MANDATORY REQUIREMENTS THEREOF.
that they had purchased the subject lot from Juan San Andres, who was their compadre, on
September 29, 1964, at P15.00 per square meter. According to her, they gave P500.00 to the
IV. THE HON. COURT OF APPEALS ERRED IN HOLDING THAT LACHES AND
late Juan San Andres who later affixed his signature to Exhibit 2. She added that on March 30,
PRESCRIPTION DO NOT APPLY TO RESPONDENT WHO SOUGHT INDIRECTLY TO
1966; Ramon San Andres wrote them a letter asking for P300.00 as partial payment for the
ENFORCE THE PURPORTED CONTRACT AFTER THE LAPSE OF 24 YEARS.
subject lot, but they were able to give him only P100.00. She added that they had paid the total
purchase price of P7,035.00 on November 21, 1988 by depositing it in court. Bibiana B.
Rodriquez stated that they had been in possession of the 509-square meter lot since 1964 when The petition has no merit.
the late Juan San Andres signed the receipt. (Exh. 2) Lastly, she testified that they did not know
at that time the exact area sold to them because they were told that the same would be known
after the survey of the subject lot. First. Art. 1458 of the Civil Code provides:

On September 20, 1994, the trial court 11 rendered judgment in favor of petitioner. It ruled that By the contract of sale one of the contracting parties obligates himself to transfer the ownership
there was no contract of sale to speak of for lack of a valid object because there was no of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its
sufficient indication in Exhibit 2 to identify the property subject of the sale, hence, the need to equivalent.
execute a new contract.
A contract of sale may be absolute or conditional.
Respondent appealed to the Court of Appeals, which on April 21, 1998 rendered a decision
reversing the decision of the trial court. The appellate court held that the object of the contract As thus defined, the essential elements of sale are the following:
was determinable, and that there was a conditional sale with the balance of the purchase price
payable within five years from the execution of the deed of sale. The dispositive portion of its
decision's reads: a) Consent or meeting of the minds, that is, consent to transfer ownership in
exchange for the price;

IN VIEW OF ALL THE FOREGOING, the judgment appealed from is hereby REVERSED and
SET ASIDE and a new one entered DISMISSING the complaint and rendering judgment against b) Determinate subject matter; and,
the plaintiff-appellee:
12
c) Price certain in money or its equivalent.
1. to accept the P7,035.00 representing the balance of the purchase price of the portion and
which is deposited in court under Official Receipt No. 105754 (page 122, Records); As shown in the receipt, dated September 29, 1964, the late Juan San Andres received P500.00
from respondent as "advance payment for the residential lot adjoining his previously paid lot on
2. to execute the formal deed of sale over the said 509 square meter portion of Lot 1914-B-2 in three sides excepting on the frontage; the agreed purchase price was P15.00 per square meter;
favor of appellant Vicente Rodriguez; and the full amount of the purchase price was to be based on the results of a survey and would
be due and payable in five (5) years from the execution of a deed of sale.

3. to pay the defendant-appellant the amount of P50,000.00 as damages and P10,000.00

attorney's fees as stipulated by them during the trial of this case; and Petitioner contends, however, that the "property subject of the sale was not described with
sufficient certainty such that there is a necessity of another agreement between the parties to
finally ascertain the identity; size and purchase price of the property which is the object of the Without any doubt, the receipt profoundly speaks of a meeting of the mind
alleged sale." 1 He argues that the "quantity of the object is not determinate as in fact a survey is between San Andres and Rodriguez for the sale of the property adjoining
needed to determine its exact size and the full purchase price therefor" 14In support of his the 345 square meter portion previously sold to Rodriguez on its three (3)
contention, petitioner cites the following provisions of the Civil Code: sides excepting the frontage. The price is certain, which is P15.00 per
square meter. Evidently, this is a perfected contract of sale on a deferred
payment of the purchase price. All the pre-requisite elements for a valid
Art. 1349. The object of every contract must be determinate as to its kind.
purchase transaction are present. Sale does not require any formal
The fact that the quantity is not determinable shall not be an obstacle to the
document for its existence and validity. And delivery of possession of land
existence of a contract, provided it is possible to determine the same
sold is a consummation of the sale (Galar vs. Husain, 20 SCRA 186 [1967]).
without the need of a new contract between the parties.
A private deed of sale is a valid contract between the parties (Carbonell v.
CA, 69 SCRA 99 [1976]).
Art. 1460. . . . The requisite that a thing be determinate is satisfied if at the
time the contract is entered into, the thing is capable of being made
In the same vein, after the late Juan R. San Andres received the P500.00
determinate without the necessity of a new and further agreement between
downpayment on March 30, 1966, Ramon R. San Andres wrote a letter to
the parties.
Rodriguez and received from Rodriguez the amount of P100.00 (although
P300.00 was being requested) deductible from the purchase price of the
Petitioner's contention is without merit. There is no dispute that respondent purchased a portion subject portion. Enrique del Castillo, Ramon's authorized agent,
of Lot 1914-B-2 consisting of 345 square meters. This portion is located in the middle of Lot correspondingly signed the receipt for the P100.00. Surely, this is explicitly a
1914-B-2, which has a total area of 854 square meters, and is clearly what was referred to in the veritable proof of he sale over the remaining portion of Lot 1914-B-2 and a
receipt as the "previously paid lot." Since the lot subsequently sold to respondent is said to confirmation by Ramon San Andres of the existence thereof. 16
adjoin the "previously paid lot" on three sides thereof, the subject lot is capable of being
determined without the need of any new contract. The fact that the exact area of these adjoining
There is a need, however, to clarify what the Court of Appeals said is a conditional contract of
residential lots is subject to the result of a survey does not detract from the fact that they are
sale. Apparently, the appellate court considered as a "condition" the stipulation of the parties that
determinate or determinable. As the Court of Appeals explained: 15
the full consideration, based on a survey of the lot, would be due and payable within five (5)
years from the execution of a formal deed of sale. It is evident from the stipulations in the receipt
Concomitantly, the object of the sale is certain and determinate. Under that the vendor Juan San Andres sold the residential lot in question to respondent and undertook
Article 1460 of the New Civil Code, a thing sold is determinate if at the time to transfer the ownership thereof to respondent without any qualification, reservation or
the contract is entered into, the thing is capable of being determinate condition. In Ang Yu Asuncion v. Court of Appeals, 17 we held:
without necessity of a new or further agreement between the parties. Here,
this definition finds realization.
In Dignos v. Court of Appeals (158 SCRA 375), we have said that, although
denominated a "Deed of Conditional Sale," a sale is still absolute where the
Appellee's Exhibit "A" (page 4, Records) affirmingly shows that the original contract is devoid of any proviso that title is reserved or the right to
345 sq. m. portion earlier sold lies at the middle of Lot 1914-B-2 surrounded unilaterally rescind is stipulated, e.g., until or unless the price is paid.
by the remaining portion of the said Lot 1914-B-2 on three (3) sides, in the Ownership will then be transferred to the buyer upon actual or constructive
east, in the west and in the north. The northern boundary is a 12 meter delivery (e.g., by the execution of a public document) of the property sold.
road. Conclusively, therefore, this is the only remaining 509 sq. m. portion of Where the condition is imposed upon the perfection of the contract itself, the
Lot 1914-B-2 surrounding the 345 sq. m. lot initially purchased by failure of the condition would prevent such perfection. If the condition is
Rodriguez. It is quite difined, determinate and certain. Withal, this is the imposed on the obligation of a party which is not fulfilled, the other party
same portion adjunctively occupied and possessed by Rodriguez since may either waive the condition or refuse to proceed with the sale. (Art. 1545,
September 29, 1964, unperturbed by anyone for over twenty (20) years until Civil Code).
appellee instituted this suit.
Thus, in. one case, when the sellers declared in a "Receipt of Down Payment" that they received
Thus, all of the essential elements of a contract of sale are present, i.e., that there was a an amount as purchase price for a house and lot without any reservation of title until full
meeting of the minds between the parties, by virtue of which the late Juan San Andres payment of the entire purchase price, the implication was that they sold their property. 18 In
undertook to transfer ownership of and to deliver a determinate thing for a price certain in People's Industrial Commercial Corporation v. Court of Appeals, 19 it was stated:
money. As Art. 1475 of the Civil Code provides:
A deed of sale is considered absolute in nature where there is neither a
The contract of sale is perfected at the moment there is a meeting of minds stipulation in the deed that title to the property sold is reserved in the seller
upon the thing which is the object of the contract and upon the price. . . . until full payment of the price, nor one giving the vendor the right to
unilaterally resolve the contract the moment the buyer fails to pay within a
fixed period.
That the contract of sale is perfected was confirmed by the former administrator of the estates,
Ramon San Andres, who wrote a letter to respondent on March 30, 1966 asking for P300.00 as
partial payment for the subject lot. As the Court of Appeals observed:
Applying these principles to this case, it cannot be gainsaid that the contract of sale between the
parties is absolute, not conditional. There is no reservation of ownership nor a stipulation
providing for a unilateral rescission by either party. In fact, the sale was consummated upon the
delivery of the lot to respondent. 20 Thus, Art. 1477 provides that the ownership of the thing sold
shall be transferred to the vendee upon the actual or constructive delivery thereof.

The stipulation that the "payment of the full consideration based on a survey shall be due and
payable in five (5) years from the execution of a formal deed of sale" is not a condition which
affects the efficacy of the contract of sale. It merely provides the manner by which the full
consideration is to be computed and the time within which the same is to be paid. But it does not
affect in any manner the effectivity of the contract. Consequently, the contention that the
absence of a formal deed of sale stipulated in the receipt prevents the happening of a sale has
no merit.

Second. With respect to the contention that the Court of Appeals erred in upholding the validity
of a consignation of P7,035.00 representing the balance of the purchase price of the lot,
nowhere in the decision of the appellate court is there any mention of consignation. Under Art.
1257 of this Civil Code, consignation is proper only in cases where an existing obligation is due.
In this case, however, the contracting parties agreed that full payment of purchase price shall be
due and payable within five (5) years from the execution of a formal deed of sale. At the time
respondent deposited the amount of P7,035.00 in the court, no formal deed of sale had yet been
executed by the parties, and, therefore, the five-year period during which the purchase price
should be paid had not commenced. In short, the purchase price was not yet due and payable.

This is not to say, however, that the deposit of the purchase price in the court is erroneous. The
Court of Appeals correctly ordered the execution of a deed of sale and petitioners to accept the
amount deposited by respondent.

Third. The claim of petitioners that the price of P7,035.00 is iniquitous is untenable. The amount
is based on the agreement of the parties as evidenced by the receipt (Exh. 2). Time and again,
we have stressed the rule that a contract is the law between the parties, and courts have no
choice but to enforce such contract so long as they are not contrary to law, morals, good
customs or public policy. Otherwise, court would be interfering with the freedom of contract of
the parties. Simply put, courts cannot stipulate for the parties nor amend the latter's agreement,
for to do so would be to alter the real intentions of the contracting parties when the contrary
function of courts is to give force and effect to the intentions of the parties.

Fourth. Finally, petitioners argue that respondent is barred by prescription and laches from
enforcing the contract. This contention is likewise untenable. The contract of sale in this case is
perfected, and the delivery of the subject lot to respondent effectively transferred ownership to
him. For this reason, respondent seeks to comply with his obligation to pay the full purchase
price, but because the deed of sale is yet to be executed, he deemed it appropriate to deposit
the balance of the purchase price in court. Accordingly, Art. 1144 of the Civil Code has no
application to the instant case. 21 Considering that a survey of the lot has already been
conducted and approved by the Bureau of Lands, respondent's heirs, assign or successors-in-
interest should reimburse the expenses incurred by herein petitioners, pursuant to the provisions
of the contract.

WHEREFORE, the decision of the Court of Appeals is AFFIRMED with the modification that
respondent is ORDERED to reimburse petitioners for the expenses of the survey.

SO ORDERED.
 [G.R. No. 153447. February 23, 2004] This controversy revolves around a Deed of Exchange executed by and between two
brothers, herein Petitioner Vicente Villaranda and Private Respondent Honorio Villaranda.

A 471-square-meter parcel of land located at Divisoria, Cagayan de Oro City,

was left to the two brothers and their eight other siblings by their parents. Estate
VICENTE G. VILLARANDA, petitioner, vs. Spouses HONORIO G. VILLARANDA and ANA Administrator Bebiano Luminarias leased 124 square meters of the property to
MARIA Y. VILLARANDA; and COLORHOUSE LABORATORIES, Honorio starting on May 1, 1976, until May 31, 1986. Vicente, on the other hand,
INC., respondents. inherited 64.22 square meters of the property that had not been leased to Honorio. [6]

On July 6, 1976, the two brothers executed the assailed Deed of Exchange. Under this
DECISION instrument, Vicente agreed to convey his 64.22-square-meter portion to Honorio, in exchange for
a 500-square-meter property in Macasandig, Cagayan de Oro City, which was covered by
PANGANIBAN, J.: Transfer Certificate of Title (TCT) No. 2138.[7]

After the execution of the Deed, Honorio took possession of the 64.22-square-meter lot
Without the wifes consent, the husbands alienation or encumbrance of conjugal property
and constructed a building thereon.[8]
prior to the effectivity of the Family Code is not void, but merely voidable.
Years later, on April 6, 1992, a subdivision plan for Lot 448-B was completed, in pursuit of
which TCT No. T-65893 for the 64.22 square-meter share of Vicente was issued in his name and
designated as Lot 448-B-7. The other heirs were issued their own TCTs for their respective
The Case shares.[9]

Honorio and his wife, Respondent Ana Maria Y. Villaranda, then brought an action for
[1]
Before us is a Petition for Review under Rule 45 of the Rules of Court, challenging the specific performance[10] before the Regional Trial Court (RTC) of Cagayan de Oro City (Branch
October 25, 2001 Decision[2] and the April 23, 2002 Resolution [3] of the Court of Appeals (CA) in 24) to compel Vicente to comply with his obligations under the Deed of Exchange. The spouses
CA-GR CV No. 55810. The assailed Decision disposed as follows: alleged that they could not fully use or dispose of their Macasandig property, because Vicente
had yet to identify and delineate his undivided 500- square-meter portion of the property. They
asked the court to compel him to do so, as well as to convey to them the 64.22-square-meter
UPON THE VIEW WE TAKE OF THIS CASE, the present appeal is hereby DISMISSED and Divisoria lot, in compliance with his obligations under the Deed.[11]
the judgment appealed from AFFIRMED in toto. Costs shall be taxed against appellant.[4]
During the pendency of the case, Honorio conditionally sold the Divisoria lot to Colorhouse
Laboratories, Inc. which, by virtue thereof, intervened in the civil case.[12]
The assailed Resolution denied petitioners Motion for Reconsideration.
Vicente did not deny that he had entered into the Deed of Exchange with Honorio. The
The trial courts Decision that was affirmed by the CA had disposed as follows: former, however, averred that he was not bound thereby, [13] contending that because the
property had not been delivered, the Deed had not been consummated. Moreover, he claimed
WHEREFORE, judgment is hereby rendered in favor of plaintiffs and against defendant: that the Deed had already been revoked by both parties. [14] According to him, he, together with
his co-heirs, requested Honorio to agree to its rescission, because the considerations therein
were iniquitous. Honorio agreed, provided certain conditions he had disclosed were met.
(a) ORDERING the latter to reconvey to plaintiffs Lot 448-B-7 covered by Transfer Certificate of [15]
Vicente contended that he had complied with those conditions; and that, therefore, he and
Title No. T-65893 Registry of Deeds of Cagayan de Oro City located at Divisoria, Cagayan de respondent spouses had already revoked the Deed of Exchange.
Oro City, in his name without any consideration; and
During pretrial, the parties stipulated the following facts: (a) the existence and due
execution of the Deed of Exchange; (b) the identity of the parties; (c) the existence of TCT No. T-
(b) ORDERING defendant to choose his 500 square-meter portion on the lot of plaintiffs at 65893, which had been registered in the Registry of Deeds of Cagayan de Oro City in the name
Bontola, Macasandig, Cagayan de Oro City. After he shall have chosen his 500 square meter of petitioner; and (d) the physical possession by Colorhouse, through Honorio, of the 64.22-
portion of the lot of plaintiff, plaintiff shall thru a surveyor, segregate this portion. After the square-meter Divisoria lot.[16] As already stated, the trial court ruled in favor of respondent
subdivision plan shall have been approved by the Executive Director of the DENR, Region 10, spouses.
Cagayan de Oro City, to execute a deed of conveyance in favor of defendant over this 500
square-meter portion of his land located at Bontola, Macasandig, Cagayan de Oro City, also
without consideration;
Ruling of the Court of Appeals
(c) With this judgment, plaintiffs and intervenor may now consummate their transaction.

On appeal, the CA held that the provisions of the Civil Code were applicable to the case at
WITHOUT PRONOUNCEMENT AS TO COSTS.[5] bar, since the Deed of Exchange had been entered into prior to the enactment of the Family
Code.[17] Thus, the absence of the wifes signature on the Deed made it only voidable,[18] not void.

The CA further found that Ana was aware of the execution of the Deed, [19] and yet she
The Facts brought no action for its annulment within ten (10) years from its execution. Her omission or
refusal to rescind it, as well as her act of joining her husband in filing the case for specific First Issue:
performance, points to the conclusion that she assented to the Deed.[20] Perfection and Consummation
of the Deed of Exchange
The CA also ruled that the spouses cause of action had accrued, not from the date of the
execution of the Deed, but only from the moment Vicente refused to cause the transfer of his title
to Honorio, some two months before the filing of the present case. It was only then that the
Petitioner argues that the Contract was not perfected or consummated because, at the
prescriptive period commenced to run.[21]
time of its execution, its object was not determinate or at least not determinable without need for
Further, the CA held that as regards the capacity of the parties to enter into the Deed of a new agreement between the parties, as mandated by the provisions of the law on sales. [29] He
Exchange, the only time to be reckoned with was the moment of its execution. [22]Honorio argues that, first, he has to make an ocular inspection of the area;second, the particular 500-
acquired his American citizenship only in September 1992, which was years thereafter. [23] The square-meter portion of the Macasandig lot that is the object of the Deed still has to be
CA further explained that according to the 1987 Constitution, a natural-born citizen of the particularly identified and delineated; third, the finally determined portion is still subject to the
Philippines who had lost Philippine citizenship may own private lands.[24] acceptance and agreement of the parties; and lastly, absent a delineation of the specified
portion, no delivery -- which is essential to the perfection of the contract -- is possible. [30] He
Finally, the appellate court ruled that the circumstances at the time the parties entered into further contends that, at best, he merely gave a qualified acceptance amounting to a counter-
the Deed showed that the consideration was not altogether unconscionable as to warrant offer, which was contingent upon the final delineation and acceptance of the 500-square-meter
voiding the Contract.[25] portion.[31]

Hence, this Petition.[26] Respondent spouses, on the other hand, argue that petitioner should not be allowed to
adopt a new theory of the case by impugning the validity of the Deed based on a different
ground that was not alleged in the pleadings or raised before the lower and the appellate courts.
[32]

The Issues
In any event, respondent spouses contend that the Deed contains all the essential
elements of a contract --consent, object and consideration. [33] They insist that what needs to be
executed is not another contract to give effect to their original agreements, but one in the nature
In his Memorandum,[27] petitioner raises two issues for our consideration: of a partition agreement.[34] They aver that the Deed is akin to a contract of co-ownership,
because it involves the conveyance of an undivided interest over land. Further agreement
I.
between the parties is necessary only to effect partition of the properties and thus terminate the
existing co-ownership.[35]
Whether there was a perfected and consummated deed of exchange on account of the following:
Respondent Colorhouse raises the same issues as those brought up by respondent
spouses. It adds that when petitioner asked that the agreement be revoked, he was estopped
a) There was no specific identification and delineation of the object of the Deed of from claiming its non-perfection, because revocation presupposes the existence of a valid
Exchange and that there was a condition precedent for petitioner to contract.[36]
examine and accept the specific area to effect the exchange;
Petitioners contentions must fail. It is well-settled that points of law, theories, issues and
arguments not brought to the attention of the lower court need not be -- and ordinarily will not be
b) There was a need for another contract to be executed in order to identify the -- considered by a reviewing court, as they cannot be raised for the first time at that late stage.
object of the exchange; [37]
Basic rules of fair play, justice and due process impel this rule. Any issue raised for the first
time on appeal is barred by estoppel.[38]
c) There was no acceptance and actual delivery of the 500 square meters lot to
There are, however, exceptions to the general rule. [39] Though not raised below, the
petitioner at any given time;
following issues may be considered by the reviewing court: lack of jurisdiction over the subject
matter, as this issue may be raised at any stage; plain error; [40] jurisprudential developments
II. affecting the issues; or the raising of a matter of public policy.[41]

Too late in the day is petitioners argument that the Deed of Exchange is null and void on
Whether the Deed of Exchange which was not signed by the wife of Respondent Honorio G. the ground that the object of the contract is not determinate or at least determinable.Considering
Villaranda is valid and enforceable.[28] that this issue does not fall under any of the enumerated exceptions, there is no cogent reason
for the Court to pass upon it.

The Courts Ruling

Second Issue:
Absence of Spouses Signature
The Petition has no merit.

Petitioner also contends that the Deed of Exchange is null and void because the signature
of Honorios wife, Ana, does not appear on the instrument. [42] To support his argument, he cites
the Family Code; as well as Garcia v. Court of Appeals[43] and Nicolas v. Court of Appeals, [44] in
which the Court declared the Deeds of Sale void because of the absence of the wives
conformity to the disposition of the conjugal properties involved therein.

Respondents, on the other hand, argue that the absence of the signature of Ana on the
Deed does not prove lack of her consent thereto, because a contract may validly exist even if
the parties have not reduced their stipulations to writing.[45] Too, assuming that her consent to the
Deed is lacking, such fact would not render the agreement void, but merely voidable.[46]

Indeed, petitioners contention is untenable. The Deed was entered into on July 6, 1976,
while the Family Code took effect only on August 3, 1998. Laws should be applied prospectively
only, unless a legislative intent to give them retroactive effect is expressly declared or is
necessarily implied from the language used. [47] Hence, the provisions of the Civil Code, not the
Family Code,[48] are applicable to the present case. The Macasandig lot was part of Honorio and
Anas conjugal properties. The relevant provisions of the Civil Code on the disposition of real
properties of the conjugal partnership are the following:

Article 166. Unless the wife has been declared a non compos mentis or a spendthrift, or is under
civil interdiction or is confined in a leprosarium, the husband cannot alienate or encumber any
real property of the conjugal partnership without the wifes consent. x x x

Article 173. The wife may, during the marriage, and within ten years from the transaction
questioned, ask the courts for the annulment of any contract of the husband entered into
without her consent, when such consent is required, or any act or contract of the husband which
tends to defraud her or impair her interest in the conjugal partnership property.Should the wife
fail to exercise this right, she or her heirs, after the dissolution of the marriage, may demand the
value of the property fraudulently alienated by the husband.

According to Article 166, the husband cannot alienate or encumber any real property of
the conjugal partnership without the wifes consent. This provision, however, must be read in
conjunction with Article 173 of the same Code. The latter states that an action to annul an
alienation or encumbrance may be instituted by the wife during the marriage and within ten
years from the transaction questioned. Videlicet, the lack of consent on her part will not make
the husbands alienation or encumbrance of real property of the conjugal partnership void, but
merely voidable.[49] Hence, the Deed is valid until and unless annulled.

In this case, the records show no evidence that any action to annul the transfer made by
Honorio was ever brought by Ana within ten years from the transaction questioned.Her right to
bring an action to invalidate the contract has thus prescribed. Hence, the assailed Deed is still
valid and enforceable.

Moreover, in Papa v. Montenegro,[50] the Court explained that the legal prohibition against
the disposition of conjugal property by one spouse without consent of the other has been
established for the benefit, not of third persons, but only of the other spouse for whom the law
desires to save the conjugal partnership from damages that might be caused.Not being the
proper party, Vicente cannot avail himself of the remedy prescribed by Article 173.

Furthermore, his reliance on Garcia v. Court of Appeals and Nicolas v. Court of Appeals is
misplaced. Unlike the present case, the cited cases involve a Petition brought by one of the
spouses for the annulment of the contracts entered into by the other spouse. Additionally, we
must point out that contrary to petitioners contention, the contracts involved therein were not
void ab initio, but merely voidable.

WHEREFORE, the Petition is DENIED and the challenged Decision AFFIRMED. Costs
against petitioner.

SO ORDERED.