THIRD DIVISION
[ G.R. No. 263047, November 27, 2024 ]
G.R. No. 263047 – SPOUSES NOEL JOHN M. KAW* AND JOSEPHINE CASERES-KAW,** PETITIONERS, V. HEIRS OF MARILYN NODALO, MANUEL S. OLASO, MANUEL S. OLASO III, LEA LIM-TIDMA, NERISSA S. OREJO, ZENAIDA CHIQUILLO, IVY OROLFO, RONNIE GOMEZ, AND GINA NUARIN, RESPONDENTS.
CONCURRING OPINION
CAGUIOA, J.:
The ponencia in the above-captioned case denies the petition and affirms with modification the assailed Decision dated July 14, 2021 and Resolution dated August 8, 2022 of the Court of Appeals in CA-G.R. CV No. 113795.1 The ponencia rules that petitioners-vendors Spouses Noel John M. Kaw and Josephine Caseres-Kaw (Spouses Kaw) cannot exercise their right of rescission under the subject Deeds of Conditional Sale upon a finding that respondents-vendees Heirs of Marilyn Nodalo, Manuel S. Olaso, Manuel S. Olaso III, Lea Lim-Tidma, Nerissa S. Orejo, Zenaida Chiquillo, Ivy Orolfo, Ronnie Gomez, and Gina Nuarin (collectively, respondents) did not commit any fundamental or substantial breach of their obligations thereunder.2
In arriving at the foregoing conclusion, the ponencia characterizes the two Deeds of Conditional Sale as contracts to sell because their uniform provisions provide that: (i) Spouses Kaw have the right of unilateral rescission upon non-payment of the full purchase price within the stipulated period; and (ii) Spouses Kaw's obligation to execute the corresponding deeds of absolute sale arise only upon the full and satisfactory payment of the consideration.3
I concur in the ponencia, and find it opportune to briefly discuss how the concept of a contract to sell, as presently understood, was introduced and has evolved in Philippine jurisprudence.
Civil Code provisions on Sales
If one were to strictly follow the provisions of the Civil Code on Sales and Obligations and Contracts, what is jurisprudentially defined as a "contract to sell" is actually a perfected contract of sale as defined under Article 1458 of the Civil Code, which defines a contract of sale as an agreement where "one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent." In turn, Article 1475 of the Civil Code provides that, "[a] contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price."4
In accordance with the above provisions of the Civil Code, the Court has repeatedly emphasized that "the nature of a sale is a consensual contract because it is perfected by mere consent"5 and that the essential elements of a contract of sale are:
(i) Consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price;
(ii) Determinate subject matter; and
(iii) Price certain in money or its equivalent.6
Based on the foregoing, it is evident that all the elements of a perfected contract of sale are present in each of the Deeds of Conditional Sale in the subject case—(i) Spouses Kaw and respondents consented to the transfer of (ii) a 1,000-square-meter portion of the subject property for (iii) the purchase price of PHP 600,000.00.7
Further, owing to the consensual nature of a contract of sale, a stipulation that the buyer must first comply with his obligation to pay before the seller shall comply with his obligation to cause the transfer of the ownership of the thing, would not divest an agreement of its character as a contract of sale. After all, Article 1478 of the Civil Code expressly allows parties in a contract of sale to stipulate that ownership shall not pass until the purchaser has fully paid the price, viz.:
ARTICLE 1478. The parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid the price.
Professor Araceli Baviera, a noted civil law professor, distinguished the definition of a contract of sale under Article 14458 of the Spanish Civil Code and Article 14589 of the New Civil Code, advancing the view that the latter now contemplates a contract of sale where reservation of ownership may be made by the seller despite delivery of the property to the buyer:
The Spanish Civil Code defined a contract of purchase and sale as one where a contracting party obligates himself to deliver a determinate thing and the other to pay a certain price therefor in money or in something representing it. The New Civil Code defines a contract of sale as a contract where one of the parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party to pay therefor a price certain in money or its equivalent. The Uniform Sales Act defines a sale of goods as an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price, while a contract to sell goods is a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price. Under the Uniform Commercial Code, a "contract for sale" includes both a present sale of goods and a contract to sell goods at a future time, and a "sale" consists in the passing of title from seller to the buyer for a price.
The Spanish Civil Code followed the Roman law definition imposing a duty on the seller to deliver, but the seller was not bound to make the buyer owner immediately and directly. According to the Code Commission, the definition in the Spanish Civil Code is unsatisfactory because even if the seller is not the owner of the thing sold, he may validly sell, subject to the warranty against eviction. The present definition is similar to the definition in the German Civil Code imposing two obligations on the seller. The implication of these separate obligations is that the seller may reserve ownership over the thing sold, notwithstanding delivery to the buyer.10 (Citations omitted; emphasis supplied)
Despite the foregoing, the ponencia's characterization of the agreements as contracts to sell is in accord with prevailing jurisprudence, i.e., that a contract to sell is a "bilateral contract whereby the prospective seller, while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer, binds himself to sell the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon, that is, full payment of the purchase price."11
As such understanding of a contract to sell is not inscribed in the Civil Code, it is imperative to ask—how was this concept ushered into our body of law?
Introduction of a "contract to sell" in Philippine jurisprudence
Upon review of its jurisprudential roots, it appears that it was in the 1960 case of Manuel v. Rodriguez, Sr.12 where the Court, under the pen of the esteemed civilist Associate Justice J. B. L. Reyes, first introduced the concept of a contract to sell as one where title remains with the vendor until full payment of the price, viz.:
Plaintiff-appellant, however, argues (Errors I-IV; VI; VIII) that the Payatas Subdivision had no right to cancel the contract, as there was no demand by suit or notarial act, as provided by Article 1504 of the Old Code (Art. 1592, N. C. C). This is without merit, because Article 1504 requiring demand by suit or notarial act in case the vendor of realty wants to rescind, does not apply to a contract to sell or promise to sell, where title remains with the vendor until fulfillment to a positive suspensive condition, such as full payment of the price . . .13 (Citations omitted; emphasis supplied)
Manuel cites several decisions in support of its definition of a contract to sell, the earliest of which is the 1940 case of The Caridad Estates, Inc. v. Santero.14 In said case, Pablo Santero (Santero) was the lessee of cadastral lots owned by Caridad Estates, Inc. (CEI). Before the lease ended, CEI sold the lots to Santero for PHP 30,000.00—the PHP 10,000.00 portion of which was payable in three installments on or before March 1936. The contract of sale included a stipulation that Santero's failure to pay any installment immediately gives CEI the option to cancel the contract and demand the recovery of possession of the property. In March 1936, Santero was still PHP 2,446.20 short of the agreed installments. As such, CEI refused Santera's belated attempt to deliver the installment arrears in September 1936, arguing that the contract of sale had already been cancelled through prior formal notice to Santero. Santero, however, refused to surrender possession of the lands, prompting CEI to file a complaint for illegal detainer and recovery of rentals. One of the issues which the Court En Banc resolved was whether Article 150415 of the Spanish Civil Code—which allows a vendee in default of payment to still proceed to pay, as long as there is no judicial or notarial demand for resolution made by the vendor—applies to the subject agreement. The Court ruled that Article 1504 is inapplicable in the case on account of the express stipulation of the parties allowing for cancellation of contract and recovery of possession upon demand for non-compliance with the terms of payment:
[P]aragraph 4 [of the contract] gives the vendor, if the vendee fails to make the specified payments, the option of (1) considering the total remaining purchase price due and payable and recoverable by an action at law or (2) recovering the possession of the property in which case any and all sums paid by the vendee shall be regarded as rental for the use and occupancy of the property. On the other hand, paragraph 3 obligates the vendee to deliver the possession of the property and the improvements thereon in good condition and repair in the event that the vendor should demand the return of the same on account of noncompliance with the terms and conditions of payment. It is quite plain, therefore, that the course followed by the vendor in cancelling the contract and demanding the repossession of the property was well supported by, and employed in consonance with, the covenants embodied in their agreement. As the stipulations in question do not violate the prohibitive provisions of the land or defeat morals and public order, they constitute the law between the parties, binding and effectual upon them. (Arts. 1255 and 1278, Civil Code; Jimeno vs. Gacilago, 12 Phil., 16.)
Appellant, however, gives full reliance on article 1504 of the Civil Code, and vigorously argues that whatever be the provision of the contract, resolution may not be declared in the absence of a demand upon the vendee "either judicially or by a notarial act." A cursory reading of the provision would be the best refutation of the appellant's argument, as it leaves no doubt as to its inapplicability in the present instance. The contract (Exhibit A) is a sale in installment, in which the parties have laid down the procedure to be followed in the event the vendee failed to fulfill his obligation. There is, consequently, no occasion for the application of the requirements of article 1504.16 (Emphases supplied)
At this juncture, it must be emphasized that in Caridad Estates, the Court did not rule on the nature of the agreement between the parties and still consistently referred to the same as a contract of sale—there is no mention at all of a "contract to sell." The Court's recognition of the vendor's right to unilaterally cancel the subject contract was rooted on the parties' freedom to stipulate, which stipulations in turn negated the application of Article 1504 of the Spanish Civil Code. Additionally, the vendor's reservation of ownership of the properties was also not discussed but may be surmised based on the nature of the action filed by CEI, i.e., ejectment as opposed to an accion reivindicatoria.17
It is only in the 1950 case of Albea v. Inquimboy and Court of Appeals18 that the subject contract in Caridad Estates was denominated as a "contract to sell." Albea likewise involved a contract of sale on installment, a stipulation by the parties that failure to pay the first installment on the agreed date would ipso facto renders the deed of sale cancelled and rescinded, and the subsequent default in payment by the vendee.19 However, in ruling that Article 1504 of the Spanish Civil Code applies to the contract in Albea, the Court took the opportunity to distinguish the same from the contract in Caridad Estates. What is peculiar in Albea is that the subject deed contains a stipulation where the vendee undertook to "execute and give the corresponding deed of cancellation and rescission"20 should the deed be deemed rescinded on account of the vendee's default. The Court interpreted this provision as a badge that the contract in Albea is one of absolute sale, i.e., that ownership of the subject property passed to the vendee by virtue of the deed, hence, the need to execute a separate document reconveying the property to the vendor. In contrast, the Court characterized the contract in Caridad Estates as one where "title had not passed to [the vendee],"21 and denominated such agreement as a "mere contract to sell," viz. :
The contract Exhibit A involved in the present case, was one of absolute sale whereby the vendor Inquimboy transferred and conveyed his title to the land in question to the vendee Albea to enable the latter to mortgage it together with his other properties to the Agricultural and Industrial Bank and thereby secure the necessary amount with which to pay the purchase price to the vendor. In a separate document (Exhibit B) he agreed to pay that price as follows: [PHP] 2,500[.00 on or about November 15, 1941, and [PHP] 500[.00 in May, 1942, with the proviso that should he fail to pay the said sum of [PHP] 2,500[.00 on or before November 15, 1941, the deed of absolute sale Exhibit A "shall ipso facto be deemed cancelled and rescinded and that I shall execute and give the corresponding deed of cancellation and rescission." In other words, the vendee agreed to retransfer or reconvey the property to the vendor should the former fail to pay the first sum of P2,500 on the date stipulated.
That contract is different from the one involved in the Caridad Estates case, in that the latter was not an absolute deed of sale but a mere contract to sell whereby the vendee agreed to pay the purchase price in various installments with the stipulation that, upon failure to pay any installment within 60 days after due date, the vendor may, at his option, recover possession of the property and consider any and all amounts already paid as rental for the use and occupancy of the property. In that case there was no need for the vendee to execute any deed of reconveyance to the vendor because by the said contract to sell the title had not passed to him.
The contract involved in the present case is similar to that involved in Villaruel vs. Tan King, in that both contracts were absolute sales which passed title to the vendee, although the purchase price was not fully paid. As in the Villaruel case, article 1504 of the Civil Code is applicable to the present case. Inasmuch as Cenon Albea, the vendee, offered to pay the purchase price to the vendor before the latter made a demand upon him for the resolution of the contract either by suit or by notarial act, the court is empowered under said article to grant him further time.22 (Emphases supplied)
Albea, thus, set forth the distinct attribute of the present juridical conception of a contract to sell—the reservation of title over the property by the vendor pending the vendee's full payment of the purchase price. This characteristic was later adopted in formulating the definition of a contract to sell in Manuel, and would later become established in jurisprudence as the hallmark of a contract to sell.
Notably, however, the subject contracts in Caridad Estates, Albea, and Manuel were all executed before August 30, 1950 or before the New Civil Code came into effect.23 The subject contracts were, thus, governed by, and interpreted in the context of the Spanish Civil Code. Accordingly, the Court, in these cases, had no occasion to assess and consider: (i) the amendments to the definition of a contract of sale embodied in Article 1458 of the New Civil Code; and (ii) Article 1478—a new provision in the New Civil Code—which expressly allows contracting parties to "stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid the price," without divesting the agreement of its nature as a contract of sale.
Contract of Sale vis-à-vis Contract to Sell
Since its introduction to Philippine jurisprudence, the concept of a "contract to sell"—where ownership of the property is retained by the owner-vendor until full payment of the purchase price by the vendee—has been upheld even in subsequent cases involving contracts governed by the New Civil Code.24 By definition, pivotal in the Court's determination that an agreement is a contract to sell—and verily distinguishing it from a contract of sale—is the finding of an evident intent of the parties to reserve the seller's ownership of the property pending the buyer's payment. So it must be, for as a general rule, with the seller's delivery or tradition of the object, ownership is acquired by the buyer, i.e., satisfying the obligations of the seller in a contract of sale as set forth in Article 149525 of the Civil Code.
In this connection, it must be remembered that under Article 71226 of the Civil Code, ownership and other real rights over property are acquired and transmitted by tradition, in consequence of certain contracts, such as sale. Specifically, Articles 1477 and 1496 of the Civil Code on Sales state that:
ARTICLE 1477. The ownership of the thing sold shall be transferred to the vendee upon the actual or constructive delivery thereof.
. . . .
ARTICLE 1496. The ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in any of the ways specified in articles 1497 to 1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee.
Furthermore, Article 1498 of the Civil Code provides that the execution of a public instrument is equivalent to the delivery of the object of the sale: "[w]hen the sale is made through a public instrument, the execution thereof shall be equivalent to the delivery of the thing which is the object of the contract, if from the deed the contrary does not appear or cannot clearly be inferred."27
From the foregoing, to take an agreement out of the ambit of a contract of sale—which is perfected by mere consent and under which the seller's prestation is performed by either actual or constructive delivery—the reservation of ownership pending full payment must be expressly provided for, or should be capable of being clearly construed from the terms of the agreement.
The question of whether or not there is reservation of ownership is easily resolved where the agreement of the parties itself provides for the same. Such is the circumstance in the case of People's Industrial and Commercial Corp. v. Court of Appeals,28 where the Court ruled that the subject agreements are contracts to sell in light of the express provision therein which read:
"3. Title to said parcel of land shall remain in the name of the OWNER until complete payment by the PURCHASER of all obligations herein stipulated, at which time the OWNER agrees to execute a final deed of sale in favor of the PURCHASER and cause the issuance of a certificate of title in the name of the latter, free from liens and encumbrances except those provided in the Land Registration Act, those imposed by the authorities;, and those contained in Clauses Nos. Five (5) and Six (6) of this agreement."29 (Emphasis supplied)
Where, however, no such categorical reservation is set forth in the parties' contract, it becomes crucial to scrutinize if, indeed—from the very language of the terms agreed upon by the parties—the parties do not intend to immediately transfer ownership over the object of the sale.
Most prevalent in jurisprudence categorizing an agreement as a contract to sell is the existence of a provision that a separate deed of absolute sale shall be executed upon full payment of the consideration. Indeed, the necessity of executing another instrument for purposes of conveying ownership implies that no such transfer is yet intended by the parties. In Diego v. Diego,30 the Court pronounced such stipulation as "a unique and distinguishing characteristic of a contract to sell,"31 evidently implying the reservation of title in the vendor until the vendee has completed the payment:
It is settled jurisprudence, to the point of being elementary, that an agreement which stipulates that the seller shall execute a deed of sale only upon or after full payment of the purchase price is a contract to sell, not a contract of sale.(awÞhi( In Reyes v. Tuparan, this Court declared in categorical terms that "[w]here the vendor promises to execute a deed of absolute sale upon the completion by the vendee of the payment of the price, the contract is only a contract to sell. The aforecited stipulation shows that the vendors reserved title to the subject property until full payment of the purchase price."
In this case, it is not disputed as in fact both parties agreed that the deed of sale shall only be executed upon payment of the remaining balance of the purchase price. Thus, pursuant to the abovestated jurisprudence, we similarly declare that the transaction entered into by the parties is a contract to sell.32 (Citation omitted; emphasis in the original)
For another, granting the seller the right to unilaterally cancel the agreement upon the buyer's failure to pay the purchase price or a portion thereof within the period agreed upon, has likewise been repeatedly interpreted as in the nature of a reservation of title in favor of the seller, consistent with the early case of Caridad Estates. In Philippine National Bank v. Court of Appeals,33 the Court reiterated:
Under both letter-agreements, the consequences of private respondent's failure to remit the additional deposit, are unequivocal and plainly comprehensible: ". . . deposit shall be forfeited and for this purpose, the Bank can sell the property to other interested parties . . . due to your [private respondent's] failure to consummate the previously-approved sale . . ."
This right reserved in the petitioner to in effect cancel the agreement to sell upon failure of petitioner to remit the additional deposit and to consequently open the subject property anew to purchase offers, is in the nature of a stipulation reserving title in the vendor until full payment of the purchase price or giving the vendor the right to unilaterally rescind the contract the moment the vendee fails to pay within a fixed period.34 (Emphasis supplied)
In addition to stipulations requiring the execution of a separate deed of absolute sale or allowing for the seller's unilateral cancellation of the agreement, the Court has likewise looked into other terms in the agreement which evince the intent of the parties to reserve title over the property in favor of the seller.
In People's Industrial,35 the Court took into consideration the understanding of the parties as to the nature in which the buyer was granted possession of the property pending full payment of the purchase price. In said case, the parties explicitly indicated in the agreement that the buyer, despite taking possession of the subject property upon payment of the first installment, shall be considered a mere "tenant or lessee and subject to ejectment proceedings during all the period of [the] agreement."36 Evidently, by qualifying that the buyer shall only stand as a lessee of the property until full payment shall have been made, it can be clearly inferred that ownership had been retained by the seller, rendering the agreement a contract to sell.
In Gomez v. Court of Appeals37 the subject agreement contained several clauses that preserved specific attributes of ownership in favor of the seller such as the right to dispose of the property. In said case, the parties stipulated that while the buyer may occupy and use the subject property, "the residential house or improvement thereon shall not be leased, sold, transferred or otherwise alienated by the vendee without the written consent of the owner"38 until complete payment of the purchase price. In retaining these ownership rights, the seller patently did not vest title in the buyer upon the execution of the agreement, which the Court properly upheld as a contract to sell.
On the other hand, it is also settled in jurisprudence that the mere denomination of an agreement as a "contract to sell" is not conclusive as to its nature. In Laforteza v. Machuca,39 the Court emphasized that despite being labelled by the parties as a "contract to sell," the subject agreement is actually a contract of sale—bearing all the essential elements of such, and lacking any reservation of title until full payment of the price:
We do not subscribe to the petitioners' view that the Memorandum Agreement was a contract to sell. There is nothing contained in the Memorandum Agreement from which it can reasonably be deduced that the parties intended to enter into a contract to sell, i.e. one whereby the prospective seller would explicitly reserve the transfer of title to the prospective buyer, meaning, the prospective seller does not as yet agree or consent to transfer ownership of the property subject of the contract to sell until the full payment of the price, such payment being a positive suspensive condition, the failure of which is not considered a breach, casual or serious, but simply an event which prevented the obligation from acquiring any obligatory force. There is clearly no express reservation of title made by the petitioners over the property, or any provision which would impose non-payment of the price as a condition for the contract's entering into force. Although the memorandum agreement was also denominated as a "Contract to Sell," we hold that the parties contemplated a contract of sale. A deed of sale is absolute in nature although denominated a conditional sale in the absence of a stipulation reserving title in the petitioners until full payment of the purchase price. In such cases, ownership of the thing sold passes to the vendee upon actual or constructive delivery thereof. The mere fact that the obligation of the respondent to pay the balance of the purchase price was made subject to the condition that the petitioners first deliver the reconstituted title of the house and lot does not make the contract a contract to sell for such condition is not inconsistent with a contract of sale.40 (Citations omitted; emphases supplied)
Indeed, a contract is what the law defines it to be, taking into consideration its essential elements, and not what the contracting parties call it.41 To be sure, and as demonstrated in the above cases, the real nature of a contract may only be determined from the express terms of the parties' written agreement and from their contemporaneous and subsequent acts.42
All told, it can be deduced that as a general rule, where an agreement contains all the essential elements of a contract of sale under Article 147543 of the Civil Code (i.e., consent, determinate subject matter, price certain), such agreement is a contract of sale. Jurisprudence, however, establishes an exception: if the contracting parties further stipulate that the transfer of ownership to the buyer is conditioned upon the full payment of the purchase price—which arrangement may be instituted through an express provision or may be clearly inferred from the other terms of the agreement—the deed takes the nature of a contract to sell.
Applying the foregoing to the present petition, I concur that the subject Deeds of Conditional Sale fall within the jurisprudential exception and are indeed contracts to sell. Both deeds contain a clause that only "upon full and satisfactory payment by the Vendees to the Vendors of the [agreed total consideration]"44 shall the vendors be obligated to "execute and deliver in favor of the Vendees the Final Deed of Absolute Sale . . ., together with its muniments of title."45 The necessity for Spouses Kaw to execute a separate deed of conveyance evinces the parties' intent that no transfer of title in favor of respondents shall yet occur until the latter have completely paid the purchase price. Consistent with prevailing jurisprudence, an agreement with such reservation of ownership is in the nature of a contract to sell.
Admittedly, however, there may be room to further examine the above "general rule-exception" formulation which, as assessed herein, is rooted solely in jurisprudence prior the effectivity of the New Civil Code.
To reiterate, if one were to adhere exclusively to the provisions of the New Civil Code, any meeting of the minds as to the delivery and the transfer of ownership of a determinate thing in exchange for a price certain is defined as a contract of sale,46 and any stipulation that ownership shall not pass unless the price has been fully paid47 should not negate its character as such.
Nonetheless, and as also demonstrated herein, decades of jurisprudence has tightly woven the concept of a contract to sell into Philippine law, which may now prove exceedingly intricate to untangle.
ACCORDINGLY, I CONCUR with the ponencia and vote to GRANT the Petition.
Footnotes
* Noel Jhon M. Kaw" in some parts of the rollo.
** "Josephine Caceres-Kaw" in some parts of the rollo.
1 Ponencia, pp. 38-39.
2 Id. at 15-16.
3 Id. at 12-13.
4 Emphasis supplied.
5 The Heirs of Zenaida B. Gonzales v. Spouses Dominador and Estefania Basas, 923 Phil. 95, 108 (2022) [Per J. Hernando, First Division]. (Emphasis supplied)
6 Pasco v. Cuenca, 889 Phil. 68, 78 (2020) [Per J. Inting, Third Division].
7 Ponencia, pp. 12-13.
8 ARTICLE 1445. By the contract of purchase and sale one of the contracting parties binds himself to deliver a determinate thing and the other to pay a certain price therefor in money or in something representing the same. (Emphasis supplied)
9 ARTICLE 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.
A contract of sale may be absolute or conditional. (Emphasis supplied)
10 Heirs of Corazon Villeza v. Aliangan, 891 Phil. 443, 459-460 (2020) [Per J. Caguioa, First Division], citing ARACELI T. BAVIERA, SALES 3-4 (2005).
11 Coronet v. Court of Appeals, 331 Phil. 294, 310 (1996) [Per J. Melo, Third Division].
12 109 Phil. 1 (1960) [Per J. Reyes, J. B. L., Second Division].
13 Id. at 9.
14 71 Phil. 114 (1940) [Per J. Laurel, En Banc].
15 ARTICLE 1504. In the sale of real property, even though it may have been stipulated that in default of the payment of the price within the time agreed upon, the resolution of the contract shall take place ipso jure, the purchaser may pay even after the expiration of the period, at any time before demand has been made upon him either by suit or by notarial act. After such demand has been made the judge cannot grant him further time.
16 The Caridad Estates, Inc. v. Santero, supra note 14, at 120-121.
17 Id. at 122.
18 86 Phil. 477 (1950) [Per J. Ozaeta, Second Division].
19 Id. at 482.
20 Id.
21 Id. at 483.
22 Id. at 482-483.
23 Lara v. Del Rosario, Jr., 94 Phil. 778, 783 (1954) [Per J. Montemayor, En Banc].
24 See Visayan Sawmill Company, Inc. v. Court of Appeals, 292 Phil. 382 (1993) [Per J. Davide, Jr., En Banc]; Ang Yu Asuncion v. Court of Appeals, 308 Phil. 624 (1994) [Per J. Vitug, En Banc].
25 ARTICLE 1495. The vendor is bound to transfer the ownership of and deliver, as well as warrant the thing which is the object of the sale.
26 ARTICLE 712. Ownership is acquired by occupation and by intellectual creation.
Ownership and other real rights over property are acquired and transmitted by law, by donation, by testate and intestate succession, and in consequence of certain contracts, by tradition.
They may also be acquired by means of prescription.
27 Emphasis supplied.
28 346 Phil. 189 (1997) [Per J. Romero, Third Division].
29 Id. at 203. (Emphasis supplied)
30 704 Phil. 373 (2013) [Per J. Del Castillo, Second Division].
31 Id. at 384.
32 Id. at 377.
33 330 Phil. 1048 (1996) [Per J. Hermosisima, Jr., First Division].
34 Id. at 1069-1070.
35 Supra note 28.
36 Id. at 204. (Emphasis supplied)
37 395 Phil. 115 (2000) [Per J. Buena, Second Division].
38 Id. at 127
39 389 Phil. 167 (2000) [Per J. Gonzaga-Reyes, Third Division].
40 Id. at 180.
41 Ace Foods, Inc. v. Micro Pacific Technologies Co., Ltd., 723 Phil. 742, 750 (2013) [Per J. Perlas-Bernabe, Second Division]. (Citation omitted)
42 Id.
43 ARTICLE 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.
. . . .
44 Ponencia, p. 13.
45 Id.
46 See Art. 1458 of the Civil Code, the relevant portion of which provides:
ARTICLE 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.
. . . .
47 See Art. 1478 of the Civil Code, which provides:
ARTICLE 1478. The parties may stipulate that ownership in the thing shall not pass to the purchaser until he has fully paid the price.
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