Coronel v. CAGR No. 103577263 SCRA 15October 7, 1996

Facts:

Romulo Coronel executed a document entitled ³Receipt of Downpayment´ in favor of Ramona Patricia Alcaraz for P50,000 downpayment of the amount of P1.24M as purchase pricefor an inherited house and lot, without reservation to withhold the transfer of such property untilfull payment. The purpose of such downpayment was for the heirs to transfer the title to their name. Upon the registration of the property to name of the heirs, the Coronels sold the same property to Catalina B. Mabanag for P1.58M. The Coronels rescinded the contract with Alcaraz by depositing the downpayment amount in a bank account in favor of Alcaraz. Alcaraz filed acomplaint for specific performance, which the trial and the appellate court ruled in her favor.

Issue:

Whether the receipt of downpayment´ serves a contract to sell or a conditional contractof sale.

Held:

The agreement is a contract of sale as there was no express reservation of ownership or title to the subject parcel of land. Petitioners did not merely promise to sell the property to private respondent upon the fulfillment of the suspensive condition but on the contrary, havingalready agreed to sell the subject property, they undertook to have the certificate of title changedto their names and immediately thereafter, to execute the written deed of absolute sale. Thesuspensive condition was fulfilled on 6 February 1985 and thus, the conditional contract of sale between the parties became obligatory, the only act required for the consummation thereof beingthe delivery of the property by means of the execution of the deed of absolute sale in a publicinstrument, which petitioners unequivocally committed themselves to do as evidenced by the³Receipt of Down Payment.´