8/10/2019 0 add score

1/22

Rodolfo Esling Bollozos

J.R. Blanco, as the administrator of the estate of Mary Ruth Elizalde vs.

William H. Quasha, et. Al.,

.R. !o. "##"$% !ovem&er "', "(((

)!ARE*+*A!-A, J./

0acts/ Mary Ruth Elizalde 1as an American an national 1ho o1ned a house

and lot in 0o&es 2ar3, Ma3ati. n May 44, "('5, she, through her attorney in

fact, 6on Manuel E7izalde, entered into a deed of sale over said 8ro8erty to

2ARE9 Realty :or8oration in consideration of 2;45,

8/10/2019 0 add score

2/22

:elestino :o :om8any vs :ollector of -nternal Revenue

.R. !o. 7+%5

8/10/2019 0 add score

3/22

s8ecial orders 1ithin the meaning of Article "$;'. he orders herein

e?hi&ited 1ere not sho1n to &e s8ecial. hey 1ere merely orders for 1or3 I

nothing is sho1n to call them s8ecial re>uiring e?traordinary service of the

factory.

he thought occurs to us that if, as alleged+all the 1or3 of a88ellant is only to=ll orders 8reviously made, such orders should not &e called s8ecial 1or3,

&ut regular 1or3. Would a factory do &usiness 8erforming only s8ecial,

e?traordinary or 8eculiar merchandise@

Heirs of 6r. Mario -ntact and Angelina Mendoza+-ntact vs :ourt of A88eals

and s8ouses Marcelo Roy, Jr. and Jose=na mendoza+Roy and s8ouses

6ominador 7ozada and Martina Mendoza+7ozada

.R. !o. "'#4"" cto&er "", 4

8/10/2019 0 add score

4/22

characteristic of an a&solute simulation is that the a88arent contract is really

desired or intended to 8roduce legal eKect or in any 1ay alter the situation

of the 8arties. As a result, an a&solutely simulated or =ctitious contract is

void and the 8arties may recover from each other 1hat they may have given

under the contract. he court agrees 1ith the courts &elo1 that the

>uestioned contract of sale 1as only for the 8ur8ose of lending the title of

the 8ro8erty to s8ouses -ntac to ena&le them to secure a loan. heir

arrangement 1as only tem8orary and could not give rise to a valid sale.

here 1as sim8ly no consideration and no intent to sell it.

:ritical is the testimony of Marietto, a 1itness to the e?ecution of the su&ect

a&solute deed of sale. He testi=ed that -reneo 8ersonally told him that he

1as going to e?ecute a document of sale &ecause *8ouses -ntac needed to

&orro1 the title to the 8ro8erty and use it as collateral for their loan

a88lication. -reneo and *alvacion never intended to sell or 8ermanently

transfer the full o1nershi8 of the su&ect 8ro8erty to *8ouses -ntac. Marietto

1as characterized &y the R: as a credi&le 1itness.

Aside from their 8lain denial, 8etitioners failed to 8resent any concrete

evidence to dis8rove MariettoFs testimony. hey claimed that they actually

8aid 2"5

8/10/2019 0 add score

5/22

". What is a sales contract@

-t is 1here one of the contracting 8arties o&ligates himself to transfer the

o1nershi8 and to deliver a determinate thing, and the other to 8ay therefor a8rice certain in money or its e>uivalent.

4. What are the essential o&ligations of a seller@

he follo1ing are the essential o&ligations of a seller/ transfer of o1nershi8

deliver the 8ossession of the su&ect matter

# What are the essential o&ligations of a &uyer@

he follo1ing are the essential o&ligations of a &uyer/ to 8ay the 8rice to

acce8t the delivery of the su&ect matter not to refuse to 8ay the 8rice on

the day agreed u8on

$. What are the essential elements of a contract of sales@

he follo1ing are the essential elements of a contract of sale/

:onsent consent on the 8art of the seller to transfer and deliver and on the

8art of the &uyer to 8ay

*u&ect matter refers to the determinate thing 1hich is the o&ect of the

contract

8/10/2019 0 add score

6/22

2rice refers to 8rice certain in money or its e>uivalent

5. What are the characteristics of a contract of sale@

he follo1ing are the characteristics of a contract of sale/

!ominateI-t has a s8eci=c name given &y la1.

BilateralI&oth 8arties are o&liged to ful=ll reci8rocal o&ligations to one

another.

:onsensualI-t is 8erfected &y mere consent

:ommutativeIhe thing sold is e>uivalent of the 8rice 8aid

nerousIhe thing sold is conveyed in consideration of the 8urchase 8rice

and the 8urchase 8rice is 8aid in consideration of the conveyance of the

thing.

2rinci8alI-ts e?istence does not de8end u8on the e?istence and validity of

another contract

itle+ creates the o&ligation on the 8art of the seller to transfer o1nershi8

and deliver 8ossession to the &uyer

;. What is the essential re>uisite of a seller@

According to Article "$5( :ivil :ode the seller must have a right to transfer

the o1nershi8 thereof at the time it is delivered.

'. What are the stages of a contract of sale@

he follo1ing are the stages of a contract of sale/

2olitacion is the 8re8aration, conce8tion or generation stage, 1hich is

8eriod of negotiation and &argaining, ending at the moment of 8erfection

2erfection is the &irth of the contract, 1hich is the 8oint in time 1hen the

8arties come to agree on the terms of the sale

8/10/2019 0 add score

7/22

:onsummation is the death of the contract, 1hich is the 8rocess of

ful=llment or 8erformance of the terms agreed u8on in the contract

%. What is 8olitacion@

An acce8ted unilateral 8romise to &uy or to sell a determinate thing for a8rice certain is &inding u8on the 8romissor if the 8romise is su88orted &y a

consideration distinct from the 8rice.

Advertisement merely an invitation to ma3e an oKer

8tion contracts a 8rivilege e?isting in one 8erson for 1hich he had 8aid a

consideration and 1hich gives him right to &uy certain s8eci=ed 8ro8erty

from another 8erson at any time 1ithin the agreed 8eriod at a =?ed 8rice

Right of =rst refusal 8romise on the 8art of the o1ner that if he decides to

sell the 8ro8erty in the future, he 1ould =rst negotiate its sale to the 8romise

(. What is the eKect on sales contract &ased on/

(." ransfer of o1nershi8@

Where the o&ligation of either 8arty to a contract of sale is su&ect to any

condition 1hich is not 8erformed, such 8arty may refuse to 8roceed 1ith the

contract or he may 1aive 8erformance of the condition.

Lalid only as an e?ecutory contract to &e ful=lled &y the ac>uisition and

delivery of goods s8eici=ed

1nershi8 1ill &e transferred u8on the ha88ening of the resolutory condition

here is a reservation of o1nershi8 from the seller

(.4 he nature of the o&ect of the sale@

-f the o&ect of the sale is illicit, the contract is void and cannot &e rati=ed

-f the o&ect of contract is 8ersonal services, it is void

Where the thing is entirely lost at the time of 8erfection, the contract is

ine?istent and void &ecause there is no o&ect. here &eing no contract,

there is no necessity to &ring an action for annulment.

8/10/2019 0 add score

8/22

Where the thing is only 8artially lost, the vendee may elect &et1een

1ithdra1ing from the contract and demanding the remaining 8art, 8aying its

8ro8ortionate 8rice.

he thing is lost 1hen it 8erishes or goes out of commerce or disa88ears in

such a 1ay that its e?istence is un3no1n or it cannot &e recovered.

(.# he volume or >uantity of the o&ect of the sale@

-f the seller delivers a smaller >uantity as full 8erformance of his o&ligation,

the &uyer may reect the good so delivered

-f the seller delivers a >uantity larger than that contracted for, the &uyer may

acce8t the >uantity contracted for and reect the e?cess of the goods

(.$ he volume or >uantity of the o&ect of the sale@

he sale may &e rescinded if the &ul3 of the goods delivered do not

corres8ond 1ith the descri8tion or the sam8le

he sale may &e rescinded if the &ul3 of goods corres8onding 1ith sam8le if

they do not also corres8ond 1ith the descri8tion

(.5 When the goods o&ect of a sale are delivered on sale or return@

When goods are delivered to the &uyer Gon sale or returnG to give the &uyer

an o8tion to return the goods instead of 8aying the 8rice, the o1nershi8

8asses to the &uyer of delivery, &ut he may revest the o1nershi8 in the seller

&y returning or tendering the goods 1ithin the time =?ed in the contract, or,

if no time has &een =?ed, 1ithin a reasona&le time.

(.; When the goods o&ect of a sale are delivered Con trial or on

satisfaction@D

-s su&ect to a sus8ensive condition

1nershi8 remains in the seller until the &uyer signi=es his a88roval to the

seller

he ris3 of loss or inury remains 1ith the seller

8/10/2019 0 add score

9/22

(.' Auction sale@

*ales of se8arate lots &y auction are se8arate contract of sales in regard to

each lot

*ales are 8erfected &y the fall of the hammer

he seller or his agent may &id in an auction sale, 8rovided/

*uch right 1as reserved

!otice 1as given that the sale is su&ect to a right to &id on &ehalf of the

seller

Right to &id &y the seller is not 8rohi&ited &y la1 or sti8ulation

(.% he deterioration or im8rovement of the o&ect of the sale@

-f the thing is lost &efore the 8erfection, the seller &ears the ris3

-f the thing is lost at the time of 8erfection, the contract is void

-f the thing is lost after 8erfection &ut &efore its delivery, the ris3 is shifted to

the &uyer

-f the thing is lost after delivery, the &uyer &ears the ris3 of loss

-f the is lost 1ithout the fault of the de&torseller, the o&ligation shall &e

e?tinguished

-f the thing is lost through the fault of the de&torseller, he shall &e o&liged to

8ay the damages

-f the thing deteriorates 1ithout the fault of the de&torseller, the im8airment

is &orne &y the creditorseller

-f the thing deteriorates through the fault of the de&torseller, the

creditor&uyer may choose &et1een the rescission of the contract, 1ith

indemnity for damages

-f the thing is im8roved &y its nature, or &y time, the im8rovement shall inure

to the &ene=t of the creditorseller

8/10/2019 0 add score

10/22

-f the thing is im8roved at the e?8ense of the de&tor, he shall no other right

than that granted to the usufructuary

(.( he consideration &eing 8aya&le on installment@

he o1nershi8 of the thing sold shall &e transferred to the &uyer u8on the

actual or constructive delivery thereof ho1ever, the 8arties may sti8ulate

that o1nershi8 in the thing shall not 8ass to the &uyer until he has fully 8aid

the 8rice

E?act ful=llment of the o&ligation, should the vendee fail to 8ay

:ancel the sale, should the vendeeNs failure to 8ay cover t1o or more

installments

0oreclose the chattel mortgage on the thing sold, if one has &een

constituted, should the vendeeNs failure to 8ay cover t1o or more

installments. -n this case, he shall have no further action against the

8urchaser to recover any un8aid &alance of the 8rice. Any agreement to the

contrary shall &e void.

Engineering Machinery :or8oration vs :ourt of A88eals and 2onciano

A7meda

. R. !o. 544;', January 4$, "((;

2angani&an, J

0acts/ n *e8tem&er "

8/10/2019 0 add score

11/22

the desired room tem8erature. his 8rom8ted him to =le an action for

damages against the 8etitioner, in 1hich the latter o88osed alleging the

8rescri8tive 8eriod of si?+month regarding the res8onsi&ility of a vendor for

any hidden defects in a contract of sale and not a 8iece of 1or3 as averred

&y Mr. Almeda.

-ssue/ -s the nature of the contract one of sale@

Held/ !o. Article "$;' sti8ulates that a contract for the delivery at a certain

8rice of an article 1hich the vendor in the ordinary course of his &usiness

manufactures or 8rocures for the general mar3et, 1hether the same is on

hand at the time or not, is a contract of sale, &ut if the goods are to &e

manufactured s8ecially for the customer and u8on his s8ecial order, and not

for the general mar3et, it is a contract for a 8iece of 1or3. OnPA contract for a

8iece of 1or3, la&or and materials may &e distinguished from a contract of

sale &y the in>uiry as to 1hether the thing transferred is one not in e?istence

and 1hich 1ould never have e?isted &ut for the order, of the 8erson desiring

it. -n such case, the contract is one for a 8iece of 1or3, not a sale. n the

other hand, if the thing su&ect of the contract 1ould have e?isted and &een

the su&ect of a sale to some other 8erson even if the order had not &een

given, then the contract is one of sale. :learly, the contract in >uestion is

one for a 8iece of 1or3. -t is not 8etitionerNs line of &usiness to manufactureair+conditioning systems to &e sold GoK+the+shelf.G -ts &usiness and 8articular

=eld of e?8ertise is the fa&rication and installation of such systems as

ordered &y customers and in accordance 1ith the 8articular 8lans and

s8eci=cations 8rovided &y the customers. !aturally, the 8rice or

com8ensation for the system manufactured and installed 1ill de8end greatly

on the 8articular 8lans and s8eci=cations agreed u8on 1ith the customers.

:armina Bro3mann vs 2eo8le of the 2hili88ines

.R. !o. "(("5

8/10/2019 0 add score

12/22

0acts/ 2etitioner averred that she and Ms. 6e 6ios had &een engaged in the

&uying and selling of e1elries for "5 years and admitted receiving the

su&ect e1elry on a consignment &asis and said that not all e1elry 1ere

sold. Ms. Bro3man entered into a Memorandum of agreement 1ith Ms. Anne

de 6ios 1here/ the 8etitioner ac3no1ledged and recei8t on various dates of

e1elry from the latter amounting to 2 ",%;",

8/10/2019 0 add score

13/22

consider the sale of the #5< shoes as a&solute at 2' a 8air. 6efendant did

not sign the document &ut on 8laintiK invoice of the said items, defendant

noted do1n in his o1n hand1riting the diKerent 8artial 8ayments of 25

8/10/2019 0 add score

14/22

0acts/ 2etitioner is a foreign cor8oration, 1hich, &y its o1n admission, is not

licensed to do &usiness in the 2hili88ines and res8ondent -ntegrated *ilicon

echnology 2hili88ines :or8oration a 8rivate domestic cor8oration, "ui8ment 1ith -ntegrated *ilicon to &e used in the

8/10/2019 0 add score

15/22

8rocessing of 8roducts for e?8ort. As such, 1e hold that, &ased on the

evidence 8resented thus far, Agilent cannot &e deemed to &e Gdoing

&usinessG in the 2hili88ines. Res8ondentsF contention that Agilent lac3s the

legal ca8acity to =le suit is therefore devoid of merit.

MER:E6E* :A7-M7-M+ :A!77A* vs H!. W-77E7M 0R!, Judge, :ourt

of 0irst instance of 2angasinan, Branch -, and :RA! 6A-!E*,

.R. !o. 7+5'$(( June 44, "(%$

ME7E!:-+HERRERA, J./

0acts/ n 6ecem&er "(, "(;4 Mercedes :alimlim+:anullas and 0ernando

:anullas 1ere married and they &egot =ve children. hey lived in a small

house on the residential land in >uestion 1ith an area of a88ro?imately %("s>uare meters in 1hich 0ernando inherited from his deceased father. n

"('%, 0ernando a&andoned his family and 1as living 1ith 8rivate res8ondent

:orazon 6aguines. n A8ril "5, "(%

8/10/2019 0 add score

16/22

.R. !o. ";;'

8/10/2019 0 add score

17/22

he re>uisites for dacion en 8ago are/ O"P there must &e a 8erformance of

the 8restation in lieu of 8ayment Oanimo solvendiP 1hich may consist in the

delivery of a cor8oreal thing or a real right or a credit against the third

8erson O4P there must &e some diKerence &et1een the 8restation due and

that 1hich is given in su&stitution Oaliud 8ro alioP and O#P there must &e an

agreement &et1een the creditor and de&tor that the o&ligation is

immediately e?tinguished &y reason of the 8erformance of a 8restation

diKerent from that due.

All the re>uisites for a valid dation in 8ayment are 8resent in this case. As

gleaned from the deeds, res8ondent 0elicidad assigned to 8etitioner her

credits Gto ma3e goodG the &alance of her o&ligation. 0elicidad testi=ed that

she e?ecuted the deeds to ena&le her to ma3e 8artial 8ayments of her

account, since she could not com8ly 1ith 8etitionerNs frenetic demands to

8ay the account in cash. 2etitioner and res8ondent 0elicidad agreed to

relieve the latter of her o&ligation to 8ay the &alance of her account, and for

8etitioner to collect the same from res8ondentNs de&tors.

RBER 6. A! vs. 7R6E* Q. 6E7 R*AR-+*ARE, :AA7-!A R.

*ARE+6E 7E!, W-70RE6 6E 7E!, M-E7 7-* *. 6E 7E!, RMME7

7EE *. 6E 7E!, and -77ERMA 7. *A!6-:+*-7LA

.R. !o. ";%#45 6ecem&er %, 4

8/10/2019 0 add score

18/22

refusalD &y not giving him notice and the o88ortunity to &uy the 8ro8erty

under the same terms at a lo1er 8rice 8aid &y her child.

-ssue/ -s the letter sent to Ro&erto on January "((5 constitutes a right of =rst

refusal@

Held/ !o. Right of =rst refusal is an agreement in 1riting to give a 8erson the

Vo8tionF to 8urchase lands 1ithin a given time at a named 8rice is neither a

sale nor an agreement to sell. -t is sim8ly a contract &y 1hich the o1ner of

8ro8erty agrees 1ith another 8erson that he shall have the right to &uy his

8ro8erty at a =?ed 8rice 1ithin a certain time. He does not sell his land he

does not then agree to sell it &ut he does sell something that is, the right or

8rivilege to &uy at the election or o8tion of the other 8arty. -n a right of =rst

refusal, 1hile the o&ect might &e made determinate, the e?ercise of the

right, ho1ever, 1ould &e de8endent not only on the grantorNs eventual

intention to enter into a &inding uridical relation 1ith another &ut also on

terms, including the 8rice, that o&viously are yet to &e later =rmed u8.

0rom the foregoing, it is thus clear that an o8tion contract is entirely diKerent

and distinct from a right of =rst refusal in that in the former, the o8tion

granted to the oKeree is for a =?ed 8eriod and at a determined 8rice. 7ac3ing

these t1o essential re>uisites, 1hat is involved is only a right of =rst refusal.

Ro&ertoFs reliance in E>uatorial is mis8laced. 6es8ite his claims, the facts in

E>uatorial radically diKer from the facts of this case. Ro&erto overloo3ed the

fact that in E>uatorial, there 1as an e?8ress 8rovision in the :ontract of

7ease that

OiPf the 7E**R should desire to sell the leased 8ro8erties, the 7E**EE shall

&e given #

8/10/2019 0 add score

19/22

clear that the a&ove letter em&odies an o8tion contract as it grants Ro&erto

a =?ed 8eriod of only t1o years to &uy the su&ect 8ro8erty at a 8rice certain.

JERR) . M7E*,vs.-!ERME6-AE A22E77AE :R and MAR-A! M.

6-7*A

0acts/ n his second visit to the 6iolosa 2u&lishing House, 8etitioner together

1ith Rogelio )usay, a letter 8ress machine o8erator, decided to &uy the

linoty8e machine, Model "$. he transaction 1as &asically ver&al in nature

&ut to facilitate the loan a88lication 1ith the 6B2, a 8ro forma invoice, dated

A8ril 4#, "('' and reTecting the amount of 25

8/10/2019 0 add score

20/22

Held/ )es. o re8eat, in the case &efore s, a certi=cation to the eKect that

the linoty8e machine &ought &y 8etitioner 1as in A+" condition 1as issued &y

8rivate res8ondent in favor of the former. his cannot &ut &e considered as

an e?8ress 1arranty. Ho1ever, it is 8rivate res8ondentNs su&mission, that the

same is not &inding on him, not &eing a 8art of the contract of sale &et1een

them. his contention is &ereft of su&stance.

-t must &e remem&ered that the certi=cation 1as a condition sine >ua non

for the release of 8etitionerNs loan 1hich 1as to &e used as 8ayment for the

8urchase 8rice of the machine. 2rivate res8ondent failed to refute this

material fact. !either does he e?8lain 1hy he made that e?8ress 1arranty on

the condition of the machine if he had not intended to &e &ound &y it. -n fact,

the res8ondent court, in declaring that 8etitioner should have availed of the

remedy of re>uiring re8airs as 8rovided for in said certi=cation, there&y

considered the same as 8art and 8arcel of the ver&al contract &et1een the

8arties.

n the &asis of the foregoing circumstances, the inesca8a&le conclusion is

that 8rivate res8ondent is indeed &ound &y the e?8ress 1arranty he

e?ecuted in favor of herein 8etitioner.

We disagree 1ith res8ondent court that 8rivate res8ondents e?8ress

1arranty as to the A+" condition of the machine 1as merely dealerNs tal3.

2rivate res8ondent 1as not a dealer of 8rinting or linoty8e machines to

1hom could &e ascri&ed the su88osed resort to the usual e?aggerations of

trade in said items. His certi=cation as to the condition of the machine 1as

not made to induce 8etitioner to 8urchase it &ut to con=rm in 1riting for

8ur8oses of the =nancing as8ect of the transaction his re8resentations

thereon. rdinarily, 1hat does not a88ear on the face of the 1ritten

instrument should &e regarded as dealerNs or traderNs tal3 45 conversely,

1hat is s8eci=cally re8resented as true in said document, as in the instant

case, cannot &e considered as mere dealerNs tal3.

JE** ERA!, 8laintiK+a88ellee, vs.0RA!:-*:A L-77A!ELA, L-6A 6ER-*A, E A7.

0acts/ n cto&er ;, "(4%, the 8arties in this case e?ecuted the deed of sale

E?hi&it A, 1here&y the defendants sold to the 8laintiK for 2$,

8/10/2019 0 add score

21/22

he 8laintiK &rought this action for rescission of the contract, 1ith damages,

u8on discovering that the 8arcel of land contained only a&out then hectares.

he trial court found no evidence of &ad faith on the 8art of the defendants,

and 1e agree 1ith this =nding. his land, 1ith the same area stated in the

contract, 1as inherited &y the defendants from their late father, MarianoLillanueva and the same area a88ears in the ta? declaration given to the

8laintiK &y an agent of the defendants, named Rafael Lillanueva. he latter,

accom8anied &y the 8laintiK, ins8ected the land. Lillanueva 8ointed out

some of the &oundaries, as they did not go over all of them. Without further

investigating the area of the land, the 8laintiK agreed to 8urchase it for the

sum of four thousand 8esos, 8aying the amount and ta3ing 8ossession

thereof. he 8laintiK alleges that after the "(4% harvest he discovered that

the &oundaries 8ointed out to him &y Rafael Lillanueva 1ere not the real

ones, and, in order to ascertain the e?act area of the land, he 1ent to the

cadastral oUce in Malinao and got a s3etch of the 8ro8erty OE?h. BP, 1hich

sho1s that the land in >uestion contains only ten hectares, and not thirty+

four, as a88ears in the deed of sale.

-ssue/ is there a 1arranty on the said case@

Held/ !o. he la1 allo1s considera&le latitude to sellerNs statements, or

dealerNs tal3 and e?8erience teaches that it is e?ceedingly ris3y to acce8t it

at its face value. . . .

Assertions concerning the 8ro8erty 1hich is the su&ect of a contract of sale,or in regard to its >ualities and characteristics, are the usual and ordinary

means used &y sellers to o&tain a high 8rice and are al1ays understood as

aKording to &uyers no ground for omitting to ma3e in>uiries. A man 1ho

relies u8on such an aUrmation made &y a 8erson 1hose interest might so

readily 8rom8ted him to e?aggerate the value of his 8ro8erty does so at his

8eril, and must ta3e the conse>uences of his o1n im8rudence.

he 8laintiK had am8le o88ortunity to investigate the conditions of the land

he 1as 8urchasing, 1ithout the defendantNs doing anything to 8revent him

from ma3ing as many in>uiries as he deemed e?8edient, for 1hich reason hecannot no1 allege that the vendors made false re8resentations. O!ational

:ash Register :o. vs. o1nsend, "#' !. :., 5"5.P he same doctrine is u8held

&y the courts of the nited *tates, in the follo1ing case among others/

GMisre8resentation &y a vendor of real 8ro8erty 1ith reference to its area are

not actiona&le, 1here a correct descri8tion of the 8ro8erty 1as given in the

deed and recorded chain of title, 1hich the 8urchaserNs agent undertoo3 to

8/10/2019 0 add score

22/22

investigate and re8ort u8on, and the vendor made no eKort to 8revent a full

investigation.G O*ha88irio vs. old&erg, $% 7a1. ed., $"(.P