ART.

1458: CONTRACT OF SALE

1. Riosa v. Tobacco La Suerte Corporation

G.R. No. 203786, 23 October 2013
the elements of a contract of sale, namely: a] consent or meeting of the minds, that is,
consent to transfer ownership in exchange for the price; b] determinate subject matter;
and c] price certain in money or its equivalent. Under Article 1475 of the Civil Code, the
contract of sale is perfected at the moment there is a meeting of minds on the thing
which is the object of the contract and on the price.

Although it is true that the absence of notarization of the deed of sale would not
invalidate the transaction evidenced therein, yet an irregular notarization reduces the
evidentiary value of a document to that of a private document, which requires proof of its
due execution and authenticity to be admissible as evidence

2. Penalosa v. Santos
G.R. No. 133749, 23 August 2001
The elements of a valid contract of sale under Art. 1458 of the Civil Code are: (1)
consent or meeting of the minds; (2) determinate subject matter; and (3) price certain in
money or its equivalent.

It is well-settled that non-payment of the purchase price is not among the instances
where the law declares a contract to be null and void. The non-payment of the contract
price merely results in a breach of contract for non-performance and warrants an action
for rescission or specific performance

3. Swedish Match vs. Court of Appeals

G.R. No. 128120, 20 October 2004
There can be no sale without a price. Quite recently, this Court reiterated the
long-standing doctrine that the manner of payment of the purchase price is an essential
element before a valid and binding contract of sale can exist since the agreement on the
manner of payment goes into the price such that a disagreement on the manner of
payment is tantamount to a failure to agree on the price.

ART. 1459: THING MUST BE LICIT AND VENDOR MUST HAVE RIGHT TO TRANSFER
OWNERSHIP

4. Heirs of Arturo Reyes vs. Elena Socco-Beltran

G.R. No. 176474, 27 November 2008
Under Article 1459 of the Civil Code on contracts of sale, "The thing must be licit and the
vendor must have a right to transfer ownership thereof at the time it is delivered." The
law specifically requires that the vendor must have ownership of the property at the time
it is... delivered. Petitioners claim that the property was constructively delivered to them
in 1954 by virtue of the Contract to Sell.

5. Rogelia Daclag et al. vs. Elino Macahilig

G.R. No. 128120, 20 October 2004
The Court held that under Article 1458 of the NCC, there is a principal obligation of the
seller to transfer ownership of the property sold and under Article 1459 of the NCC, the
thing must be licit and the vendor must have a right to transfer the ownership thereof at
 the time it is delivered. It is essential that the owner is the seller of the property that he is
selling.

ART. 1461: THINGS HAVING POTENTIAL EXISTENCE

6. Heirs of Amparo del Rosario vs. Aurora O. Santos

G.R. No. L-26892 , 30 September 1981
Under Article 1461 of the NCC, things having a potential existence may be the object of
the contract of sale. The Court argued that despite the contention that the assignment of
one half of the property was strictly between them and although there was a lack of title
at the time of execution, the sale was still considered valid. In this case the expectant
right came into existence or materialized for the appellants actually derived titles for the
lot

7. Jose M. Javier vs. Court of Appeals

G.R. No. L-48194 , 15 March 1990
The Court held that when a contract of sale is subject to a suspensive condition, its
effectivity takes place only if and when the condition is fulfilled. If the condition never
happens, then it would be as if no obligation ever existed.

ART. 1463: SALE OF UNDIVIDED INTEREST

8. Juan P. Cabrera vs. Henry Ysaac

G.R. No. 166790, 19 November 2014
The Court held that the respondent is allowed to sell his undivided interest in the
co-ownership. However in the case at bar, the object of the sale between the parties
was not the respondent’s undivided interest. The object of sale was a definite portion.
The respondent had no right to sell a concrete, specific or determinate part of the thing
owned in common, because his right over the thing is represented by quota or ideal
portion without any physical adjudication.

ART. 1470: GROSS INADEQUACY OF PRICE

9. Spouses Bernardo Buenaventura and Consolacion Joaquin vs Court of Appeals

G.R. No. 126376, 20 November 2003
Article 1470 of the Civil Code states that gross inadequacy of price does not affect a
contract of sale, except as may indicate a defect in the consent, or that the parties really
intended a donation or some other act or contract. There is no requirement that the price
should be equal to the exact value of the subject matter of sale.

ART. 1471: PRICE IS SIMULATED

10. Felix Ting Ho Jr. et al. vs Vicente Teng Gui

G.R. No. 130115, 16 July 2008
Article 1471 of the Civil Code states that “If the price is simulated, the sale is void, but
the act may be shown to have been in reality a donation, or some other act or contract.”
However, findings must be based on positive proof and not mere assumption.
ART. 1473: FIXING OF PRICE CAN NEVER BE LEFT TO THE DISCRETION OF ONE OF
THE CONTRACTING PARTIES

11. Hyatt Elevators and Escalators Corporation vs Cathedral Heights Building

Complex Association Inc.
G.R. No. 173881, 1 December 2010
Article 1473 of the Civil Code, the fixing of the price can never be left to the decision of
one of the contracting parties. However, the acceptance of the other party of the fixed
price, gives rise to the perfection of the contract of sale.

ART. 1475: CONTRACT OF SALE IS PERFECTED AT THE TIME THERE IS A MEETING OF

THE MINDS

12. Heirs of Juan San Andres and Salvacion Tria vs Vicente Rodriguez
G.R. No. 135634, 31 May 2000
Article 1475 of the Civil Code provides that “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.” In the case at bar, the contract of sale was perfected when it was
confirmed by Ramon, through a letter asking for the partial payment of the subject lot.
The receipt was evidence that there was meeting of the minds, and therefore a perfected
contract of sale.

ART. 1477: OWNERSHIP TRANSFERRED TO VENDEE UPON ACTUAL OR

CONSTRUCTIVE DELIVERY

13. Lagrimas A. Boy vs Court of Appeals

G.R. No. 125088, 14 April 2004
Article 1477 of the Civil Code provides that “The ownership of the thing sold shall be
transferred to the vendee upon the actual or constructive delivery thereof.” If the Deed of
Absolute Sale does not contain any stipulation against the constructive delivery of the
property, ownership of the property sold passes to the vendee upon actual or
constructive delivery thereof.

ART. 1478: OWNERSHIP IN THE THING SHALL NOT PASS TO THE PURCHASER UNTIL
HE HAS FULLY PAID THE PRICE

14. Albert Padilla vs Spouses Floresco Paredes and Adelina Paredes

G.R. No. 124874, 17 March 2000
The title to the property remains with the vendors until the vendee should have fully paid
in full the purchase price, which is a typical characteristic of a contract to sell. The
acceptance by the respondents of the partial payments made by the petitioner did not
signify a modification in the contract. This act only constitutes an act of tolerance on the
part of the respondents, which in no way modifies a contract with the lack of a written
agreement signed by both parties.
 15. Delfin Tan vs. Erlinda Benolirao
G.R. No. 153820, 16 October 2009
In a contract to sell, the vendor retains the title and ownership of the subject property
until the vendee is able to pay the full purchase price stipulated in their agreement. More
so, the remedy of rescission cannot apply to contracts to sell because the vendor
remains the owner for as long as the vendee has not complied fully with the condition of
paying the purchase price. If the vendor should eject the vendee for failing to comply
with the conditions of the contract, then he is enforcing the contract and not rescinding it.
Termination in this case is the proper remedy.

16. Helen Cabling vs. Joselin Tan Lumapas

G.R. No. 196950, 18 June 2012
The execution of a contract of conditional sale does not immediately transfer title to the
property to be sold from seller to buyer. In such contract, ownership or title to the
property is retained by the seller until the fulfillment of a positive suspensive condition
which is normally the payment of the purchase price in the manner agreed upon.

17. Olivarez Realty Corporation and Dr. Pablo R. Olivarez vs. Benjamin Castillo
G.R. No. 196251, 9 July 2014
The right to rescind reciprocal obligations does not apply to contracts to sell. The failure
to pay the full purchase price is not considered as a breach of contract in contracts to
sell. There can be no rescission because the obligation is still non-existent since the
suspensive condition has not yet occurred.

18. Spouses Reyes vs. Salvador

G.R. No. 139047 and 139365, 11 September 2008
In a contract to sell, upon the fulfillment of the suspensive condition which is the full
payment of the purchase price, ownership will not automatically transfer to the buyer
although the property may have been previously delivered to him. The prospective seller
still has to convey title to the prospective buyer by entering into a contract of absolute
sale.

Even in the absence of an express stipulation to such effect, the intention of the parties
to execute a contract to sell may be implied from the provisions of the contract. While
Article 1478 of the Civil Code recognizes the right of the parties to agree that the
ownership of the thing shall not pass to the purchaser until he has fully paid the price
therefore, the same statutory provision does not require that such be expressly
stipulated in the contract.

ART. 1479: PROMISE TO BUY AND SELL A DETERMINATE THING FOR A PRICE
CERTAIN IS RECIPROCALLY DEMANDABLE

19. Ang Yu vs. Court of Appeals

G.R. No. 109125, 2 December 1994
There is Right of First Refusal as long as the object is made determinate and the price is
fixed, can be obligatory on the parties, and compliance therewith may accordingly be
exacted.
 If it specifies the thing to be sold and the price to be paid ​and when coupled with a
valuable consideration distinct and separate from the price, is what may properly be
termed a ​perfected contract of option​. This contract is legally binding. (Par. 2 Art. 1458)
Note however, that the option is a contract separate and distinct from the contract of
sale. Once the option is exercised before it is withdrawn, a bilateral promise to sell and
to buy ensues and both parties are then reciprocally bound to comply with their
respective undertakings.

20. Roberto Tuazon vs. Lourdes del Rosario-Suarez

G.R. No. 168325, 13 December 2010
An accepted unilateral promise to buy or to sell a determinate thing for a price certain is
binding upon the promissor if the promise is supported by a consideration distinct from
the price. If the option is without any consideration, the offeror may withdraw his offer by
communicating such withdrawal to the offeree at any time before acceptance; if it is
founded upon a consideration, the offeror cannot withdraw his offer before the lapse of
the period agreed upon.

21. Serra vs. Court of Appeals

G.R. No. 103338, 4 January 1994

In a unilateral promise to sell, where the debtor fails to withdraw the promise before the
acceptance by the creditor, the transaction becomes a bilateral contract to sell and to
buy, because upon acceptance by the creditor of the offer to sell by the debtor, there is
already a meeting of the minds of the parties as to the thing which is determinate and
the price which is certain. In which case, the parties may then reciprocally demand
performance.

Jurisprudence has taught us that an optional contract is a privilege existing only in one
party — the buyer. For a separate consideration paid, he is given the right to decide to
purchase or not, a certain merchandise or property, at any time within the agreed period,
at a fixed price. This being his prerogative, he may not be compelled to exercise the
option to buy before the time expires.

ART. 1482: EARNEST MONEY

22. Spouses Amparo and Onnie Serrano vs. Godofredo Caguiat

G.R. No. 139173, 28 February 2007
Article 1482 of the Civil Code provides that "Whenever earnest money is given in a
contract of sale, it shall be considered as part of the price and proof of the perfection of
the contract." However, this article speaks of earnest money given in a contract of sale.
In this case, the earnest money was given in a contract to sell. The earnest money forms
part of the consideration only if the sale is consummated upon full payment of the
purchase price. Since the earnest money was given in a contract to sell, Article 1482,
which speaks of a contract of sale, does not apply.

23. San Miguel Properties Phil vs. Alfredo Huang

G.R. No. 137290, 31 July 2000
It is not the giving of earnest money , but the proof of the concurrence of all the essential
elements of the contract of sale which establishes the existence of a perfected sale.
 The stages of a contract of sale are as follows: (1) ​negotiation​, covering the period from
the time the prospective contracting parties indicate interest in the contract to the time
the contract is perfected; (2) ​perfection,​ which takes place upon the concurrence of the
essential elements of the sale which are the meeting of the minds of the parties as to the
object of the contract and upon the price; and (3) ​consummation,​ which begins when the
parties perform their respective undertakings under the contract of sale, culminating in
the extinguishment thereof.

24. First Optima Realty Corporation vs. Securitron Security Services Inc.
G.R. No. 199648, 28 January 2015
Where the parties merely exchanged offers and counter-offers, no contract is perfected
since they did not yet give their consent to such offers. Earnest money applies to a
perfected sale.

In a potential sale transaction, the prior payment of earnest money even before the
property owner can agree to sell his property is irregular, and cannot be used to bind the
owner to the obligations of a seller under an otherwise perfected contract of sale; to cite
a well-worn cliché, the carriage cannot be placed before the horse.

ART. 1484: REMEDIES OF AN UNPAID SELLER

25. PCI Leasing and Finance Inc. vs. Giraffe-X Creative Imaging Inc.
G.R. No. 142618, 12 July 2007
Sales of personal property purporting to be leases (lease with option to buy or finance
lease) are covered by the Recto Law. Where in case of default, the lessee is given the
option to either: a) pay the rent for the full lease term without the obligation of
surrendering the subject property, or b) surrender the same, the lease is said to be one
with an option to purchase.

26. BPI vs. Sanchez

G.R. 179518, 19 November 2014
Rescission is available to a party in a reciprocal obligation where one party fails to
comply with it. An exemption to this rule provides that rescission shall not take place if
the subject matter of the prior agreement is already in the hands of a third party who did
not act in bad faith.

27. Manuel Uy & Sons Inc. vs. Valbueco Inc.

G.R. No. 179954, 11 September 2013
Articles 1191 and 1592 of the Civil Code are applicable to contracts of sale, while R.A.
No. 6552 or the Realty Installment Buyer Act applies to contracts to sell. R.A. No. 6552
recognizes in conditional sales of all kinds of real estate (industrial, commercial,
residential) the right of the seller to cancel the contract upon non-payment of an
installment by the buyer, which is simply an event that prevents the obligation of the
vendor to convey title from acquiring binding force.

ART, 1486: STIPULATION THAT INSTALLMENTS OR RENTS PAID SHALL NOT BE

RETURNED TO THE VENDEE OR LESSEE IN VALID

28. People’s Industrial and Commercial Corp. vs. Court of Appeals

 G.R. No. 112733, 24 October 1997
Installments paid by the petitioner on the land should be deemed rentals. Article 1486 of
the Civil Code provides that a stipulation that the installments or rents paid shall not be
returned to the vendee or lessee shall be valid insofar as the same may not be
unconscionable under the circumstances.

29. Gil vs. Court of Appeals

G.R. No. 127206, 12 September 2003
In reciprocal obligations where the obligation is a resolutory condition of the other. ​The
vendee is entitled to retain the purchase price or a part of the purchase price of realty if
the vendor fails to perform any essential obligation of the contract. Such right is
premised on the general principles of reciprocal obligations.

30. Iringan vs. Court of Appeals

G.R. No. 129107, 26 September 2001
Even if the right to rescind is made available to the injured party, the obligation is not
​ rased by the failure of the other party to comply with what is incumbent upon
ipso facto e
him. The party entitled to rescind should apply to the court for a decree of rescission.
The right cannot be exercised solely on a party's own judgment that the other committed
a breach of the obligation. The operative act which produces the resolution of the
contract is the decree of the court and not the mere act of the vendor. Since a judicial or
notarial act is required by law for a valid rescission to take place, the letter written by
respondent declaring his intention to rescind did not operate to validly rescind the
contract.