G.R. No. 155594 September 27, 2004
RHODORA G. BLAS, petitioner,
vs.
LINDA ANGELES-HUTALLA, respondent.
Puno, Austria-Martinez, Tinga, and Chico-Nazario*, JJ., concur.
Footnotes
* On leave.
3 Exhibit "B," Records, p. 137.
4 Exhibit "D," Id. at 139.
5 Exhibit "4-A," Id. at 165-166.
6 Id. at 165.
7 Exhibit "12," Id. at 186.
8 Exhibit "A," Id. at 135.
9 Exhibit "5," Id. at 168.
10 Exhibit "6," Id. at 169.
11 Exhibit "7," Id. at 170.
12 Exhibit "8," Id. at 171.
13 Id. at 5-6.
14 Id. at 10.
15 Id. at 27-28.
16 Id. at 41-42.
17 Exhibit "B," Records, p. 137.
18 See note 4.
19 See note 5.
20 Exhibit "9-F," Records, p. 179.
21 Exhibit "10-D," Id. at 184.
22 Exhibit "9-F," Id. at 179.
23 Exhibits "2" and "3," Id. at 34 and 37.
24 Rollo, p. 190.
25 CA Rollo, p. 22.
26 See note 3.
27 See note 18.
28 See note 5.
29 Rollo, p. 23.
30 156 SCRA 838 (1987).
31 See note 27.
32 Rollo, pp. 60-63.
33 Records, pp. 195-197.
34 Id. at 213-232.
35 Id. at 209.
36 Exhibit "B," Records, p. 137.
37 Exhibit "D," Id. at 139.
38 Rollo, p. 67.
39 See note 37.
40 Rollo, p. 63.
41 Id. at 67.
42 Velasquez v. Court of Appeals, 345 SCRA 468 (2000).
43 Golden Diamond, Inc. v. Court of Appeals, 332 SCRA 605 (2000).
44 Article 1370, New Civil Code.
45 Ibid.
46 Romero v. Court of Appeals, 250 SCRA 223 (1995).
47 Constantino v. Desierto, 288 SCRA 654 (1998).
48 Executed by the respondent.
49 Executed by the respondent.
50 Executed by the petitioner and the respondent.
51 Signed by the petitioner and Emily Garcia.
52 Notarized on August 8, 1988.
53 Exhibit "B," Records, p. 137.
54 Exhibit "D," Id. at 139.
55 Reference Exchange Rate Bulletin, Treasury Department, Central Bank of the Philippines.
56 Exhibit "5," Records, p. 168.
57 Exhibit "9-B," Id. at 175.
58 See note 54.
59 Romero v. Court of Appeals, supra.
60 Id. at 234.
61 See Babasa v. Court of Appeals, 290 SCRA 532 (1998).
62 Heirs of Pedro Escanlar v. Court of Appeals, 281 SCRA 176 (1997).
RHODORA G. BLAS, petitioner,
vs.
LINDA ANGELES-HUTALLA, respondent.
D E C I S I O N
CALLEJO, SR., J.:
Before us is a petition for review of the Decision1 and Resolution2 of the Court of Appeals (CA) in CA-G.R. CV No. 63978 filed by Rhodora G. Blas.
Respondent Linda Angeles-Hutalla was a Filipino
citizen who later became a naturalized citizen of the United States of
America. She owned a grocery store and a restaurant in Sunnyvale,
California, which was beside the small store owned by petitioner Rhodora
Blas, a Filipino citizen and the wife of Victor Blas, also residents of
Sunnyvale.
The respondent mentioned to the petitioner that she
owned a residential lot located at No. 843 Kapasigan St., Plainview,
Mandaluyong, Metro Manila, on which a three-door apartment stood, and
that she was selling the same. The petitioner expressed her interest in
purchasing the property. At that time, the property was not yet
registered in the respondent’s name. The respondent and the petitioner
agreed to return to the Philippines so that the latter could see the
property. They arrived in the Philippines in June 1988. The petitioner
saw the property and discovered that one of the apartment units was
occupied by the stepmother of the respondent and the latter’s nephew.
Nevertheless, the petitioner decided to purchase the property.
Thereafter, the respondent executed an unnotarized deed of sale over the
property, including the three-door apartment, in favor of the
petitioner for the price of P250,000.3 Although the
respondent claimed in the said deed that she was the registered owner of
the property, the space for the number of the torrens title in her name
was left blank. The petitioner left the deed with her sister Rodelia
Goot and, forthwith, returned to the United States. However, the deed
was not filed or recorded in the Register of Deeds.
After a month’s stay in the Philippines, the
respondent returned to the United States. The parties executed on August
8, 1988 a Deed of Sale4 over the property inclusive of the
apartment for the price of US$40,000, and the respondent acknowledged
therein the receipt of the said amount. The deed was notarized by Notary
Public Renato A. Calura of the Santa Clara County, who also acted as a
witness to the deed. However, the parties also executed, on the same
day, a Real Estate Purchase Contract and Receipt for Deposit (REPCRD)5
also notarized by Calura. It was made to appear in the said deed that
of the purchase price of US$40,000, the petitioner made a payment of
US$5,000 and obliged herself to pay US$5,000 on or before August 31,
1988, and US$7,000 on or before January 31, 1989. To pay the balance of
US$23,000, the petitioner secured, from the respondent, a loan of
US$23,000 payable monthly for eight (8) years, at a monthly installment
of US$527.08 plus interest thereon at the rate of fifteen percent (15%)
per annum, the first monthly installment falling due on February 28,
1989 and the last monthly installment to fall due on the last day of
February 1997, thus:
2. TERMS AND CONDITIONS:
1. Balance of loan to be financed by Seller, Linda H.
Cook, for a period of eight (8) years at an interest rate of 15% per
annum, payable in installments of $527.68 per month.
2. Buyer and Seller agree that the monthly payments
of $527.08 will begin on FEBRUARY 28, 1989 and will continue each last
day of the month until the last day of FEBRUARY 1997. The total amount
of all payments, constituting both principal and interest, will be $50,600 Dollars.
3. A late charge of $26.35 will be added to any payments received more than ten days (10) after the payment due date.
4. Buyers to purchase the property in the "as is" condition.
5. Buyers agree to pay all court and legal costs in
the case of default of any condition of this contract or in consequence
of any legal dispute resulting therefrom.
6. Seller to deliver Title of the Property to the
Buyer upon completion of all the requirements and conditions of this
agreement and upon the satisfactory payment of all monies specified.
7. Seller agrees that the Buyer, at any time, may pay
off the financed amount sooner than the terms herein specified, in
which case, the interest charges will be adjusted accordingly.
3. This contract consists of two (2) pages of which this is the first.
4. Buyer and Seller agree to act diligently and in good faith in the performance of this contract.
5. FINANCING to be provided by Seller under the terms and conditions herein stated.6
The petitioner executed a promissory note7
promising to pay the respondent the amount of US$5,000 on or before
August 31, 1988; and the amount of US$7,000 on or before January 31,
1989. The petitioner took possession of the property and allowed Lerma
Laygo, Elma Aguilar, and her sister Rodelia Blas Goot, to occupy the two
vacant apartment units.
In the meantime, the Register of Deeds issued on April 28, 1989 Transfer Certificate of Title (TCT)8
No. 2184 under the name of the respondent over the residential lot. On
October 10, 1989, the petitioner and her sister Emily Garcia signed a
document9 stating that the deed of sale executed by the
respondent in June 1988 in the Philippines had been executed only for
the purpose of evicting the respondent’s stepmother and nephew from the
apartment and that all parties are bound by the original contract and
nothing else.
On January 8, 1998, the respondent, through counsel,
wrote Rodelia Goot demanding that she and the two other tenants in the
apartment vacate the property within twenty (20) days from receipt
thereof.10 On February 2, 1998, the respondent’s counsel
received a Letter from the petitioner’s counsel dated January 28, 1998,
claiming that the latter’s client had purchased the property and that,
as such, she was the owner thereof. He then concluded that the demand
for the eviction of his client’s sister and the two other tenants in the
apartment was without legal basis.11
Subsequently, the respondent, through her
attorney-in-fact, filed a complaint against the petitioner and the two
other tenants in the apartment with the barangay captain. In a Letter12
dated February 5, 1998, the petitioner informed the respondent that she
had filed a complaint against the latter in the proper court in Santa
Clara, California, United States of America, for the rescission of the
deed of sale. The respondent, through counsel, thereafter, wrote the
petitioner’s counsel on the same day, maintaining that being the
registered owner of the property, she had a better right to possess the
same.
On February 9, 1998, the petitioner filed a Complaint
against the respondent in the Regional Trial Court (RTC) of Mandaluyong
City, Branch 214, for specific performance and delivery of title,
docketed as Civil Case No. MC-98-122. She alleged therein that she had
paid the purchase price in full and despite her demands, the respondent
failed and refused to deliver the torrens title over the property in her
name. She prayed that judgment be rendered in her favor:
WHEREFORE, premises considered, it is most
respectfully prayed of this Honorable Court that, after due notice and
hearing, a judgment be rendered:
a. Ordering the defendant to surrender to the
plaintiff the owner’s duplicate original of the certificate of title
over the property subject matter of this complaint or in the
alternative, ordering the Register of Deeds of the City of Mandaluyong
to cancel Transfer Certificate of Title No. 2184 in the name of the
defendant and in lieu thereof, a new one be issued in the name of the
plaintiff;
b. Ordering the defendant to pay the plaintiff the amount of One Million Pesos (P1,000,000.00) as actual and compensatory damages;
c. Ordering the defendant to pay the plaintiff the amount of One Hundred Thousand Pesos (P100,000.00) as Moral Damages;
d. Ordering the defendant to pay the plaintiff the amount of One Hundred Thousand Pesos (P100,000.00) as Exemplary Damages;
e. Ordering the defendant to pay the plaintiff the amount [of] One Hundred Thousand Pesos (P100,000.00), plus Three Thousand Pesos (P3,000.00), by way of Attorney’s Fees; and
f. Costs of suit.
Other reliefs, just and equitable under the premises, are also prayed for.13
The petitioner appended to her complaint a copy of the unnotarized deed of sale14 executed by the respondent in the Philippines in June 1988.
In her answer to the complaint, the respondent,
through her attorney-in-fact, alleged, inter alia, that the real and
binding deed was the REPCRD notarized in Santa Clara by Renato Calura on
August 9, 1988, not the deed of sale appended to the complaint. She,
likewise, alleged that the balance of the purchase price was still
US$26,289.28. The respondent further stated that, under the said deed,
she was entitled to repossess the property for the petitioner’s failure
to comply with the conditions therein, and prayed that judgment be
rendered in her favor, thus:
WHEREFORE, PREMISES CONSIDERED, after trial on the merits, this Honorable Court rendered judgment:
1. Declaring the Real Estate Purchase Contract and
Receipt for Deposit (Annex "5") rescinded and consider all payments made
by the plaintiff as rentals for the use of the property; further
ordering defendant to surrender the said house and lot located at #843
Kapasigan St., Plainview Subd., Mandaluyong City, to herein plaintiff
and/or her attorney-in-fact;
2. Ordering plaintiff to pay defendant on her counterclaims as follows:
| a) Actual damages …………………… | P100,000.00 |
| b) Moral damages ……………………. | 500,000.00 |
| c) Exemplary damages ………………. | 500,000.00 |
| d) Attorney’s fees ……………………. | 250,000.00 |
Defendant prays for such other relief and remedy which may be deemed just and equitable under the premises.15
The respondent appended to her answer a copy16 of the REPCRD as well as the document signed by the petitioner and her sister Emily dated October 10, 1989.
In her answer, through her attorney-in-fact, to the
request for admission filed by the petitioner, the respondent denied the
genuineness and due execution of the unnotarized deed of sale executed
by her in June 1988 in the Philippines.
Additional Evidence for the Petitioner
The petitioner testified that, as indicated in the deed of sale17 which the respondent executed in the Philippines, she purchased the property for P250,000,
which she paid in full to the respondent at the Intercontinental Hotel,
where she was then billeted. However, the respondent did not issue any
receipt therefor. The petitioner then requested her to deliver the
owner’s duplicate of title over the property so that the deed of sale
could be notarized and filed with the register of deeds, and the title,
thereafter, transferred in her name, but the respondent refused.
Considering that the title to the property was not yet in her name, the
petitioner did not pay the realty taxes for the property since 1988.
Additional Evidence of the Respondent
The respondent testified that she sold the property for US$40,000, under the deed of sale18 and the REPCRD.19
She averred that the petitioner made a downpayment of US$5,000 at the
Intercontinental Hotel in Makati City after their arrival in the
Philippines in June 1988. However, she failed to pay the installment due
on January 31, 1989 in the amount of US$7,000. The petitioner merely
paid the monthly installments on her loan on an irregular basis until
the last installment payment in the amount of US$500 in March 1997.20
The respondent averred that the petitioner still had a balance on the
downpayment of the property and on her loan inclusive of "late fees,"
computed, thus:
| 1) Balance of Downpayment inclusive of " late fees" as of September 1997 ……..………. | US$12,658.8521 |
| 2) Balance of Loan as of September 1997 ……… | 8,533.7722 |
| US$21,192.62 |
The respondent declared the property for taxation purposes in 1998 and paid the realty taxes due therefor.23
On June 8, 1999, the trial court rendered judgment
and ordered the dismissal of the complaint as well as the respondent’s
counterclaim. The trial court ruled that the real and binding deed of
sale executed by the parties was the REPCRD and that since the
petitioner failed to pay in full the purchase price of the property, the
respondent had the right to rescind the said contract and regain
possession of the property. The fallo of the decision reads:
WHEREFORE, the complaint for specific performance
against herein defendant is hereby DISMISSED. Plaintiff is hereby
ordered to reconvey possession of the subject property to herein
defendant. The counterclaim of defendant is, likewise, dismissed.
SO ORDERED.24
The petitioner appealed the decision to the CA where she asserted the following:
I
THE HONORABLE TRIAL COURT ERRED IN HOLDING THAT THE REAL CONTRACT BETWEEN THE PARTIES IS THE REAL ESTATE PURCHASE CONTRACT.
II
ASSUMING, WITHOUT ADMITTING, THAT THE REAL CONTRACT
BETWEEN THE PARTIES, IS THE REAL ESTATE PURCHASE CONTRACT, THE REGIONAL
TRIAL COURT GRAVELY ERRED IN ORDERING THE RECONVEYANCE OF THE PROPERTY
AND TREATING THE SUMS PAID BY HEREIN APPELLANT AS RENTAL FOR THE USE OF
THE SAME.25
The petitioner averred, inter alia, that the Maceda
Law should apply in her favor. On May 14, 2002, the CA rendered judgment
affirming the decision of the RTC. The appellate court held that the
deed of sale executed by the respondent in the Philippines26 was superseded by the deed of sale she executed in the United States.27 The CA also ruled that although notarized in the United States of America, the REPCRD28
is admissible in evidence since the genuineness and due execution was
admitted by the respondent. The appellate court rejected the application
of the Maceda Law because the petitioner failed to invoke the same in
the trial court and did so for the first time only in the CA.
Upon the denial of her motion for reconsideration of
the said decision, the petitioner sought relief in this Court via a
petition for review, asserting that –
A.
THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED AND
COMMITTED GRAVE ABUSE OF DISCRETION IN RULING THAT THE DOCUMENT
DENOMINATED AS "REAL ESTATE PURCHASE CONTRACT WITH RECEIPT OF DEPOSIT"
IS ADMISSIBLE IN EVIDENCE.
B.
BOTH THE TRIAL COURT AND THE HONORABLE COURT OF
APPEALS COMMITTED GRAVE ERROR IN RULING THAT THE APPLICABILITY OF THE
MACEDA LAW CANNOT BE CONSIDERED.29
On the first issue, the petitioner avers that she
objected to the admission in evidence of the REPCRD precisely because
the respondent failed to prove the authenticity of the deed. She asserts
that the REPCRD was never marked in evidence during the pre-trial, nor
presented during the trial. By her failure to present Notary Public
Renato Calura, the respondent even failed to prove that the REPCRD was
executed and notarized in accordance with law. She avers that the
respondent also failed to prove compliance with the requirements of
Section 2 of Act No. 2103, and cites our ruling in Lopez v. Court of
Appeals.30 The petitioner claims that what the respondent identified, by her testimony, was the Deed of Sale31 she executed on August 8, 1988 in California, and which she adopted as her evidence.
For her part, the respondent contends that the
petitioner failed to challenge the Order of the trial court dated
December 1, 1998 admitting the REPCRD in evidence. She insists that she
complied with Section 20, Rule 132 of the Rules of Court, as amended,
and that the petitioner herself admitted the genuineness and due
execution of the REPCRD when she testified.
For its part, the CA admitted in evidence the REPCRD with the following ratiocination:
We agree that the authenticity and due execution of Exhibit "4-A" was not sufficiently established.
While the Real Estate Purchase Contract and Receipt
for Deposit marked as Exhibit "4-A" was allegedly notarized in the
United States of America, it could not be admitted in evidence in
Philippine courts unless it is certified as such in accordance with the
provisions of Section 24, Rule 132 of the Rules of Court by a secretary
of the embassy or legation, consul-general, consul, vice-consul,
consular agent or by any officer in the foreign service of the
Philippines stationed in the foreign country in which the record is kept
of said public document and authenticated by the seal of his office.
Since the Real Estate Purchase Contract and Receipt for Deposit was not
accordingly certified, the deed could only be considered as a private
document and must be accompanied by proof of its due execution and
authenticity before it could be received in evidence.
In the Rules, there are two (2) ways by which the due execution and authenticity of private document are proved, thus:
"SEC. 20. Proof of private document. – Before any
private document offered as authentic is received in evidence, its due
execution and authenticity must be proved either:
(a) By anyone who saw the document executed or written; or
(b) By evidence of the genuineness of the signature or handwriting of the maker.
Any other private document need only be identified as that which it is claimed to be."
Upon closer scrutiny of the records, however, we
discovered that plaintiff-appellant did not interpose a timely objection
to the receipt of this document in evidence, thus, explaining the trial
court’s declaration that "[i]ndeed, the best evidence to establish the
true intent of the parties is not less than the Real Estate Purchase
Contract and Receipt for Deposit (Real Purchase Contract), Exh. 4-A,
whose genuineness and due execution, have remained unchallenged." The
Rules of Court pertinently provides in Rule 132, thus:
"SEC. 35. When to make offer. – xxx
Documentary and object evidence shall be offered
after the presentation of a party’s testimonial evidence. Such offer
shall be done orally unless allowed by the court to be done in writing.
SEC. 36. Objection. – Objection to evidence offered orally must be made immediately after the offer is made.
Objection to a question propounded in the course of
the oral examination of a witness shall be made as soon as the grounds
therefor shall become reasonably apparent.
An offer of evidence in writing shall be objected
to within three (3) days after notice of the offer unless a different
period is allowed by the court.
In any case, the grounds for the objections must be specified." [Emphasis supplied.]
In an Order dated 5 October 1998, the court a quo declared:
"As prayed for by Atty. Clodualdo C. de Jesus,
defendant is given a period of five (5) days from today to submit his
written formal offer of evidence furnishing a copy to Atty. Juanito I.
Velasco, Jr., who is, likewise, given a period of five (5) days to
submit his comment. xxx"
Plaintiff-appellant received a copy of
defendant-appellee’s formal offer of evidence on 19 October 1998, but
filed her comments and objections thereto only eleven (11) days later or
on 30 October 1998. Clearly, this was beyond the period set by the
Rules and by the trial court.
The established doctrine is that when a party failed
to interpose a timely objection to evidence at the time they were
offered in evidence, such objection shall be considered as waived. In
Tison v. Court of Appeals, the Supreme Court set out the applicable
principle in the following terms:
"[F]or while the documentary evidence submitted by
petitioners do not strictly conform to the rules on their admissibility,
we are, however, of the considered opinion that the same may be
admitted by reason of private respondent’s failure to interpose any
timely objection thereto at the time they were being offered in
evidence. It is elementary that an objection shall be made at the time
when an alleged inadmissible document is offered in evidence, otherwise,
the objection shall be treated as waived, since the right to object is
merely a privilege which the party may waive.
As explained in Abrenica vs. Gonda, et al., it has
been repeatedly laid down as a rule of evidence that a protest or
objection against the admission of any evidence must be made at the
proper time, otherwise, it will be deemed to have been waived. The
proper time is when from the question addressed to the witness, or from
the answer thereto, or from the presentation of the proof, the
inadmissibility of the evidence is, or may be inferred.
Thus, a failure to except to the evidence because it
does not conform with the statute is a waiver of the provisions of the
law. That objection to a question put to a witness must be made at the
time the question is asked. An objection to the admission of evidence on the ground of incompetency, taken after the testimony has been given, is too late.
Thus, for instance, failure to object to parol evidence given on the
stand, where the party is in a position to object, is a waiver of any
objections thereto." [Emphasis added.]
We find no sufficient reason, therefore, to reverse the trial court’s ruling on the admissibility of Exhibit "4-A."32
The contention of the petitioner has no merit.
We agree that the petitioner objected to the admission of the REPCRD when it was formally offered in evidence33 by the respondent on the ground that its authenticity had not been established. In her memorandum,34
the petitioner averred that the REPCRD violated the parol evidence
rule, notwithstanding which the trial court admitted the same as part of
the evidence of the respondent.35 However, on appeal in the
CA, the petitioner invoked the Maceda Law, under which a buyer who has
paid at least two years of installments under a contract of sale of real
estate on installment payments, including residential apartments, is
granted a grace period of one month for every year of installment
payments made. The petitioner thereby admitted that she had made
installment payments not only on the downpayment for the property but
also on her loan from the respondent as provided for in the REPCRD. By
invoking the Maceda Law, the petitioner thereby admitted the due
execution, authenticity and the binding effect of the REPCRD. After
having admitted that she had partially complied with the terms and
conditions set forth therein, the petitioner can no longer assail the
REPCRD without running afoul the doctrine of estoppel. The petitioner
had either of two choices – take a definite and unequivocal stance and
assert that the REPCRD was not authentic and, as such, inadmissible in
evidence; or maintain that the said deed was valid and authentic, and
that she had, in fact, partially complied with the terms and conditions
therein set forth. Indeed, the petitioner cannot validly invoke two
defenses which are patently inconsistent with each other. Furthermore,
this is not a case of the petitioner asserting two alternative causes of
action, for the fact of the matter is, she failed to allege alternative
causes of action in her complaint.
The record shows that the petitioner had been
insisting, all along, in the trial court that the real and binding
documents between her and the respondent are the following: the Deed of
Sale36 the respondent executed in the Philippines in June 1988; and the Deed of Sale37
the latter executed in California on August 8, 1988. But then, on
appeal, the petitioner sculptured a two-pronged, diametrically
antithetical attack of the trial court’s decision, claiming that the
REPCRD was null and void and inadmissible in evidence; but later
stressed that the REPCRD was valid and binding on the parties. The
petitioner sought refuge in the Maceda Law as a prop for an alternative
relief to fend off the rescission of the REPCRD and the eviction of her
sister and the latter’s tenants from the property. We agree with the
following pronouncement of the CA:
Third. Plaintiff-appellant’s assertion that we apply
the Maceda Law is repugnant to her theory that she has fully paid the
consideration of the contract of sale. In so insisting on the benefit of
the statute, plaintiff-appellant is in reality abandoning her theory
and is belatedly conforming with defendant-appellee’s position. Thus, to
allow her to switch theories for convenience would be seriously
offensive to the rules of fair play especially because
defendant-appellee already underwent the inconvenience and the
tediousness of a lawsuit upon instance of plaintiff-appellant. To even
consider the application of this law for the benefit of
defendant-appellee is an inconsideration to the other. We invoke the
pronouncement of the Supreme Court stating that "the rule is
well-settled that points of law, theories, issues, and arguments not
adequately brought to the attention of the trial court need not be, and
ordinarily will not be considered, by a reviewing court as they cannot
be raised for the first time on appeal because this would be offensive
to the basic rules of fair play, justice, and due process."38
The petitioner’s insistence that the real and binding
contract between her and the respondent is the deed of sale executed by
the respondent on August 8, 1988,39 and not the REPCRD, is in sharp contrast to the contrary ruling of the CA, thus:
Second. We observe that Exhibit "B" and Exhibit "4"
are so grossly inconsistent to allow them to be construed together. The
only conclusion is that Exhibit "4" superseded Exhibit "B," thus, the
agreed consideration for the sale is US$40,000 and not the PhP250,000.00
as stated in Exhibit "B." By plaintiff-defendant’s admission, the only
amount she has ever paid to defendant-appellee is PhP250,000.00. Hence, Blas’s insistence of full payment is clearly without basis.40
…
From the foregoing the (sic) testimony, Hutalla
clarified that Exhibit "D" for the plaintiff-appellant or Exhibit "4" to
defendant-appellee does not stand alone but should be read together
with Exhibit "4-A." This explanation is plausible considering that the
two documents were signed by the contracting parties and their witness
on the same day, 9 August 1998. Moreover, the terms stated in the two
(2) contracts are not inconsistent; the Real Estate Purchase Contract
with Receipt for Deposit only set forth in detail the schedule of
payment for the consideration in the Deed of Sale or Exhibit "4."41
On this score, however, we are not in full accord with the CA nor the petitioner.
It is settled that the real nature of a contract may
be determined from the express terms of the written agreement and from
the contemporaneous and subsequent acts of the parties thereto.42 In the construction or interpretation of an instrument, the intention of the parties is primordial and is to be pursued.43
If the terms of a contract are clear and leave no doubt upon the
intention of the contracting parties, the literal meaning of its
stipulations shall control.44 If the contract appears to be contrary to the evident intentions of the parties, the latter shall prevail over the former.45 The denomination given by the parties in their contract is not conclusive of the nature of the contents.46
The agreement of the parties may be embodied in only
one contract or in two or more separate writings. In such event, the
writings of the parties should be read and interpreted together in such a
way as to render their intention effective.47
It bears stressing that the petitioner and/or the respondent executed the following:| Document | Date | Exhibit Number |
|---|---|---|
| Deed of Sale48 | June 1988 | Exhibit "B" |
| Deed of Sale49 | August 8, 1988 | Exhibits "D" and "4" |
| REPCRD50 | August 5, 1988 | Exhibit "4-A" |
| Certificate51 | October 10, 198952 | Exhibit "5" |
Under the first deed of sale,53 the respondent sold the property to the petitioner for P250,000,
and the respondent acknowledged receipt of such amount from the
petitioner. Under the REPCRD dated August 5, 1988 which was notarized on
August 8, 1988, the respondent sold the property to the petitioner for
US$40,000 with a downpayment of US$17,000, payable in installments; the
balance via a loan from the respondent payable in monthly installments.
Under the second deed of sale54 the respondent executed in
California, the property was sold to the petitioner for US$40,000,
receipt of which the respondent acknowledged. The two deeds of sale are
inconsistent because while the purchase price under the first deed is
only P250,000, the purchase price of the property under the
second deed is US$40,000. The Court notes that in 1988, the rate of
exchange was P21.33 to a US dollar;55 hence, the equivalent par value of US$40,000 was P553,200.
The petitioner certified under a document56
that the first deed of sale did not reflect the true intention of the
parties because the respondent executed the same merely to convince her
stepmother and nephew to vacate the property. While the petitioner also
certified in the same document that the only real and binding contract
between her and the respondent was the original contract and that any
other agreement would be null and void, she nevertheless signed the
REPCRD on August 5, 1988 and made partial payments over time as set
forth therein. The petitioner could not have referred to the second deed
of sale as the "original contract" because she made partial payments to
the respondent under the REPCRD even after signing the said
certificate.57 Taking into consideration all the foregoing
documents in connection with the partial payments made by the petitioner
to the respondent during the period of August 8, 1988 to March 1997,
the parties intended the REPCRD and the second deed of sale58 to be the real and binding contracts between them.
We are convinced, beyond cavil, that under the two
contracts, the petitioner and the respondent entered into a contract of
sale over the subject property for the price of US$40,000, with a
downpayment of US$17,000, payable as follows: US$5,000 having been
already paid by the petitioner to the respondent at the Intercontinental
Hotel in June 1988; US$5,000 on or before August 31, 1988; and US$7,000
on or before January 31, 1989. Considering that the petitioner obtained
a loan from the respondent, the balance of US$23,000 was, likewise,
already paid. However, of the US$17,000 downpayment, the petitioner
managed to pay only US$10,000, and failed to pay US$7,000 due on or
before January 31, 1989, exclusive of "late fees."
It must be stressed that a sale is at once perfected
when a person (the seller) obligates himself, for a price certain, to
deliver and to transfer ownership of a specified thing or right to
another (the buyer) over which the latter agrees.59 From the
time the contract is perfected, the parties are bound not only to the
fulfillment of what has been expressly stipulated but also to all the
consequences which, according to their nature, may be in keeping with
good faith, usage and law.60
In a contract of sale, the title to the property
passes to the vendee upon the constructive or actual delivery thereof,
as provided for in Article 1477 of the New Civil Code. The vendor loses
ownership over the property and cannot recover it until and unless the
contract is rescinded by a notarial deed or by judicial action as
provided for in Article 1592 of the New Civil Code. A contract of sale
is absolute, absent any stipulation therein reserving title over the
property to the vendee until full payment of the purchase price nor
giving the vendor the right to unilaterally rescind the contract in case
of non-payment.61 In a contract of sale, the non-payment of
the price is a resolutory condition which extinguishes the transaction
that, for a time existed, and discharges the obligations created
thereunder.62 Having failed to pay, in full, the purchase
price of the property as agreed upon by her and the respondent, the
petitioner’s plea for a reversal of the decision of the appellate court
is bereft of factual and legal basis.
The petitioner cannot find refuge in Article 1592 of the New Civil Code which reads:
Article 1592. In the sale of immovable property, even though it may have been stipulated that upon failure to pay the price at the time agreed upon, the rescission of the contract shall of right take place, the
vendee may pay, even after the period, as long as no demand for the
rescission of the contract had been made upon him either judicially or
by a notarial act. After the demand, the court may not grant a new term.
This is so because (a) the respondent sought the
rescission of the REPCRD in her answer to the complaint of the
petitioner; (b) the petitioner failed to tender the amount of US$7,000
inclusive of the "late fees" due, and to consign the same before the
trial court upon the filing of her complaint therein or in the course
thereof. Under Article 1256 of the New Civil Code, the petitioner shall
be released from liability only by the consignation of the amount due
after compliance with the requirements prescribed by law.
IN LIGHT OF ALL THE FOREGOING, the petition is DENIED. The Decision dated May 14, 2002 of the Court of Appeals is AFFIRMED. No costs.
SO ORDERED.Puno, Austria-Martinez, Tinga, and Chico-Nazario*, JJ., concur.
Footnotes
1 Penned by Associate Justice Romeo A.
Brawner, with Associate Justices Mario L. Guariña III and Danilo B.
Pine, concurring; Rollo, pp. 55-68.
2 Rollo, pp. 70-71.3 Exhibit "B," Records, p. 137.
4 Exhibit "D," Id. at 139.
5 Exhibit "4-A," Id. at 165-166.
6 Id. at 165.
7 Exhibit "12," Id. at 186.
8 Exhibit "A," Id. at 135.
9 Exhibit "5," Id. at 168.
10 Exhibit "6," Id. at 169.
11 Exhibit "7," Id. at 170.
12 Exhibit "8," Id. at 171.
13 Id. at 5-6.
14 Id. at 10.
15 Id. at 27-28.
16 Id. at 41-42.
17 Exhibit "B," Records, p. 137.
18 See note 4.
19 See note 5.
20 Exhibit "9-F," Records, p. 179.
21 Exhibit "10-D," Id. at 184.
22 Exhibit "9-F," Id. at 179.
23 Exhibits "2" and "3," Id. at 34 and 37.
24 Rollo, p. 190.
25 CA Rollo, p. 22.
26 See note 3.
27 See note 18.
28 See note 5.
29 Rollo, p. 23.
30 156 SCRA 838 (1987).
31 See note 27.
32 Rollo, pp. 60-63.
33 Records, pp. 195-197.
34 Id. at 213-232.
35 Id. at 209.
36 Exhibit "B," Records, p. 137.
37 Exhibit "D," Id. at 139.
38 Rollo, p. 67.
39 See note 37.
40 Rollo, p. 63.
41 Id. at 67.
42 Velasquez v. Court of Appeals, 345 SCRA 468 (2000).
43 Golden Diamond, Inc. v. Court of Appeals, 332 SCRA 605 (2000).
44 Article 1370, New Civil Code.
45 Ibid.
46 Romero v. Court of Appeals, 250 SCRA 223 (1995).
47 Constantino v. Desierto, 288 SCRA 654 (1998).
48 Executed by the respondent.
49 Executed by the respondent.
50 Executed by the petitioner and the respondent.
51 Signed by the petitioner and Emily Garcia.
52 Notarized on August 8, 1988.
53 Exhibit "B," Records, p. 137.
54 Exhibit "D," Id. at 139.
55 Reference Exchange Rate Bulletin, Treasury Department, Central Bank of the Philippines.
56 Exhibit "5," Records, p. 168.
57 Exhibit "9-B," Id. at 175.
58 See note 54.
59 Romero v. Court of Appeals, supra.
60 Id. at 234.
61 See Babasa v. Court of Appeals, 290 SCRA 532 (1998).
62 Heirs of Pedro Escanlar v. Court of Appeals, 281 SCRA 176 (1997).
No comments:
Post a Comment