abigael nalzaro

NONILON V. PRIMERO (2010)

G.R. No. 165168

FACTS OF THE CASE:


Eugenia leased the lot  (LOT NO. 263, located in Iligan City, which has an area of 860 sq.m registered in the name of Eugenia Primero married to Alfredo Primero Sr. )to petitioner Irene Montecalvo for a monthly rental of P500.00.  Eugenia entered into an un-notarized Agreement with Irene, where the former offered to sell the property to the latter for P1,000.00 per square meter.  They agreed that Irene would deposit the amount of P40,000.00 which shall form part of the down payment equivalent to 50% of the purchase price.  They also stipulated that during the term of negotiation of 30 to 45 days from receipt of said deposit, Irene would pay the balance of P410,000.00 on the down payment.  In case Irene defaulted in the payment of the down payment, the deposit would be returned within 10 days from the lapse of said negotiation period and the Agreement deemed terminated. However, if the negotiations pushed through, the balance of the full value of P860,000.00 or the net amount of P410,000.00 would be paid in 10 equal monthly installments from receipt of the down payment, with interest at the prevailing rate.

Irene failed to pay the full down payment and she continued to stay on the disputed property, and still made several payments with an aggregate amount of P293,000.00.  Eugenia did not return the P40,000.00 deposit to Irene, and refused to accept further payments.Thereafter, Irene caused a survey of Lot No. 263 and the segregation of a portion equivalent to 293 square meters in her favor. However, Eugenia opposed her claim and asked her to vacate the property.

On June 18, 1996, Irene and Nonilon retaliated by instituting CM Case No. 11-3588 with the RTC of Lanao del Norte for specific performance, to compel Eugenia to convey the 293-square meter portion of Lot No. 263.

ISSUE:

1. WHETHER AN ORAL CONTRACT OF SALE OF A PORTION OF [A] LOT IS BINDING [UPON] THE SELLER.
2. WHETHER A SELLER IN AN ORAL CONTRACT OF SALE OF A PORTION OF [A] LOT CAN BE COMPELLED TO EXECUTE THE REQUIRED  DEED OF  SALE AFTER THE AGREED CONSIDERATION WAS PAID AND POSSESSION THEREOF DELIVERED TO AND ENJOYED BY THE BUYER.

HELD:

1. No. It is not binding since the agreement is a contract to sell not a contract of sale. Hence, with petitioners' non compliance with its terms and conditions, the obligation of the respondents to deliver and execute the corresponding deed of sale never arose.  The efficacy of which is dependent upon the resolutory condition that Irene pay at least 50% of the purchase price as down payment within 30-45 days  from  the day Eugenia received the P40,000.00 deposit. It was  found out that such condition was admittedly not met. It is a fundamental principle that for contract of sale to be valid, the following elements must be present: (a) consent or meeting of the minds; (b) determinate subject matter; and (3) price certain in money or its equivalent. Until the contract of sale is perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation between the parties.


2. The alleged oral contract of sale for the 293-square meter portion of the properly was not proved by preponderant evidence. Hence, petitioners cannot compel the successors-in-interest of the deceased Eugenia to execute a deed of absolute sale in their favor.

RUSTAN V. LLUCH (1992)

G.R. No. 70789

FACTS OF THE CASE:

Sometime in 1966, petitioner Rustan established a pulp and paper mill in Baloi, Lanao del Norte. On March 20, 1967, respondent Lluch, who is a holder of a forest products license, transmitted a letter to petitioner Rustan for the supply of raw materials by the former to the latter. In response thereto, petitioner Rustan proposed, among other things, in the letter-reply:

“That the contract  supply is not exclusive because Rustan shall have the option to buy from other suppliers who are qualified and holder of appropriate government authority or license to sell and dispose pulp wood.”

“That the BUYER shall have the right to ‘stop delivery of the said raw materials by the seller covered by this contract when supply of the same shall become sufficient until such time when need for said raw materials shall have become necessary provided, however, that the SELLER is given sufficient notice.”

In the installation of the plant facilities and during the test run of the pulp mill, the machinery line thereat had major defects while deliveries of the raw materials piled up, which prompted the Japanese supplier of the machinery to recommend the stoppage of the deliveries. The suppliers were informed to stop deliveries and the letter of similar advice sent by petitioners to private respondents informing that the supply of raw materials has become sufficient and petitioners will not need further delivery from respondents. And the delivery will stop thirty (30) days from receipt of the letter.

ISSUE:

WHETHER THE SUSPENDED DELIVERY OF PULP WOOD MADE BY THE PETITIONER WAS LAWFUL.

HELD:

No.  Petioner’s decision to suspend taking delivery of pulp wood from the respondent Lluch, which was promoted by serious and unforeseen defects in the mill, was not lawful exercise of its right under the contract of sale.  This would make the resumption of the contract purely dependent on the will of one party --- the petioners, and they could always claim, as they did in the instant case, that they have more than sufficient supply of pulp wood when in fact they have been accepting the same from other sources.

ALMIRANEZ V. DEVERA  (1965)

G. R. No. L-19496

FACTS OF THE CASE:

Gaspara Devera  sold to Julian Villabona, under a contract of sale  with right to repurchase, a parcel of land situated at Barrio Polo, Municipality of Mauban, Quezon, which lot later became known as lot No. 1563 of the Cadastral Survey of Mauban. The consideration for the sale was the sum of P800.00, and the period for redemption was to commence at the expiration of two years from August 10, 1931. Immediately upon the execution of that contract of sale with right of repurchase, Julian Villabona took possession of property and since then enjoyed the fruits there from until he died. Julian Villabona died during the Japanese occupation, and the land in question was inherited by his son Primitivo Villabona. Upon the death of Primitivo Villabona, this land was inherited by his daughter Nimfa Villabona. On December 10, 1956, Nimfa Villabona sold the said land to the appellees, the spouses Silverio Almirañez and Isidra Villabona, for a consideration of P2,000.00. Silverio Almiranez and his wife took possession of the land upon their purchase from Nimfa Villabona who was in possession of the same at the time of the sale.

Gaspara Devera had not repurchased the lot in question from Julian Villabona, nor from the successors in interest of Julian Villabona. The statement in Original Certificate of Title No. O-1738 about the lien consisting of the sale with right of repurchase in favor of Julian Villabona remained uncancelled. On June 15,1960, Silverio Almiranez and Isidra Villabona, thru counsel, filed with the Court of First Instance of Quezon in the cadastral case, a motion praying that the ownership of lot No. 1563 be consolidated in their favor pursuant to the contract of sale with right of repurchase executed by Gaspara Devera on August 10, 1931, and which was noted in Original Certificate of Title No. O-1738, said Gaspara Devera not having re Purchased the land. It was further prayed that Gaspara Devera be ordered to deposit with the Clerk of Court t owner's copy of Original Certificate of Title No. O-1738; that the said original certificate of title in the name of Gaspara Devera be ordered cancelled and the Register of Deeds of Quezon be authorized to issue a transfer certificate of title in the names of Silverio Almirañez and Isidra Villabona.

ISSUE:

WHETHER DEVERA CAN RECOVER HER PROPERTY THROUGH A RIGHT OF REPURCHASE

HELD:

The contract of sale with right of repurchase was executed on August 10, 1931, so the law that governs this transaction are the provisions of Article 1507, 1508, 1509 and 1518 of the Old Civil Code. Under the Old Civil Code, upon the execution of the contract of sale with right of repurchase the ownership over the property sold is transferred to the vendee subject only to the condition that the vendor exercises his right of repurchase within the period agreed upon. Under Article 1509, upon the failure of the vendor to repurchase the vendee irrevocably acquires ownership of the property sold that is, ownership is consolidated in the vendee by operation of law. The period for redemption, therefore, had expired on August 10, 1937. By operation of law, upon failure of Gaspara Devera to re-purchase Lot No. 1563 from Julian Villabona on August 10, 1937, the ownership of the lot became consolidated in favor of Julian Villabona, and the latter had irrevocably acquired ownership of the property. Even if the period for repurchase is fixed at ten years from August 10, 1931, the legal situation is not changed because Gaspara Devera had never repurchased the land in question. The evidence that in 1937 the tax declaration covering the lot in question was transferred to the name of Julian Villabona.

Hence, Devera cannot recover his property from the contract of sale with a right of repurchase executed between her and Juliana Villabona . Instead,  the transfer of a certificate of title in the names of Silverio Almirañez and Isidra Villabona will be issued.

FLORO V. RABBIT (1995)

G.R. No. 105649

FACTS OF THE CASE:

On 25 February 1981, Floro, Inc. and Phil. Rabbit entered into an agreement denominated as "Agreement for Equipment Lease, Service and Maintenance" whereby Floro, Inc. agreed to furnish Phil. Rabbit with certain computer equipment including four (4) Model 85 Visual Display Units or monitors.  Appearing on the bottom portion of the Agreement was a handwritten annotation made by Mr. Ernesto P. Lagman, a sales representative of Floro, Inc., which read:  "After (5) five years, the computer becomes your property."

The Agreement provided for the payment by Phil. Rabbit to Floro, Inc. of a downpayment upon signing of the Agreement and certain monthly payments, plus certain other amounts upon delivery of the computer equipment.The computer equipment specified in the Agreement was delivered to Phil. Rabbit on September 1981 except for the four (4) Model 85 monitors.  In lieu thereof, Floro, Inc. delivered and installed Model 82 monitors.  Phil. Rabbit made several verbal and written demands on Floro, Inc. to deliver the Model 85 monitors.  Upon assurances made by Floro, Inc. that the Model 85 monitors "will be forthcoming", Phil. Rabbit made several payments in accordance with the terms of the Agreement.  However, despite the assurances made by Floro, Inc., the Model 85 monitors were never delivered to Phil. Rabbit.

 Phil. Rabbit wrote Floro, Inc. asking for the cancellation of the Agreement alleging that the computers were not placed in full operation due to the nondelivery of the Model 85 monitors.  In a letter dated 4 February 1983, Floro, Inc. expressed its conformity to the "mutual cancellation" of the Agreement and demanded the return of the computer equipment.  Phil. Rabbit informed Floro, Inc. that the computer equipment would be returned only upon the reimbursement of the amount of P295,169.00, which the former had already paid the latter.

On 31 May 1983, Floro, Inc. wrote Phil. Rabbit reiterating its demand for the return of the equipment and payment of back rentals in the amount of P265,291.50.  Phil. Rabbit insisted on the return of the payments it had previously made. 

ISSUE:

1.    WHETHER THE CONTRACT BETWEEN THE PARTIES IS A CONTRACT OF LEASE OR A CONTRACT OF SALE ON INSTALLMENT

2.    WHETHER THE PARTIES SHOULD RESTORE TO EACH OTHER WHAT EACH OF THEM HAVE RECEIVED IN THE CONTRACT

HELD:

1.The agreement between the parties is  one of sale on an installment basis and not of lease.  That the intention of Phil. Rabbit and Floro, Inc. was to enter into a contract of  sale on installment  has been sufficiently established by the handwritten annotation stating that after five years, the computer becomes the property of the respondents.

2. The mutual restoration is in consonance with the basic principle that when an obligation has been extinguished or resolved, it is the duty of the court to require the parties to surrender whatever they may have received from the other so that they may be restored, as far as practicable, to their original situation. Since the parties had agreed to a mutual cancellation of the Agreement, the court ordered each to restore to the other what each had received under the Agreement in accordance with Article 1385 of the Civil Code.  The computer equipment had been previously returned to Floro, Inc. by virtue of the writ of replevin issued by the trial court.  The CA found that Phil. Rabbit had been able to make use of the computer equipment for a period of six (6) months; hence, Phil. Rabbit was ordered to pay the sum of P120,564.00 to be deducted from the sum of P295,169.00 which it had already paid to Floro, Inc.  For its part, Floro, Inc. was ordered to return the balance of P174,605.00.

GOMER V. HERUELA (2005)

G.R. NO. 145330

FACTS OF THE CASE:

The spouses Gomer and Leonor Ramos own a parcel of land, consisting of 1,883 square meters, of the Register of Deeds of Cagayan de Oro City. On 18 February 1980, the spouses Ramos made an agreement with the spouses Santiago and Minda Heruela covering 306 square meters of the land .  According to the spouses Ramos, the agreement is a contract of conditional sale.  The spouses Heruela allege that the contract is a sale on installment basis.

On 27 January 1998, the spouses Ramos filed a complaint for Recovery of Ownership with Damages against the spouses Heruela. The spouses Ramos allege that out of the P15,300 consideration for the sale of the land, the spouses Heruela paid only P4,000. The last  installment  that the spouses Heruela paid was on 18 December 1981. The spouses Ramos assert that the spouses Heruela's unjust refusal to pay the balance of the purchase price caused the cancellation of the Deed of Conditional Sale. In June 1982, the spouses Ramos discovered that the spouses Heruela were already occupying a portion of the land. Cherry and Raymond Pallori ("spouses Pallori"), daughter and son-in-law, respectively, of the spouses Heruela, erected another house on the land. The spouses Heruela and the spouses Pallori refused to vacate the land despite demand by the spouses Ramos.

ISSUE:

1.WHETHER THE OWNER-PETITIONER CAN RECOVER THEIR OWNERSHIP OF THE PROPERTY FROM BUYER-RESPONDENTS

HELD:

No. The sale is an installment. Applying the Maceda Law or R.A. 6552, which involves sale on real property, in case where less than two years of installments were paid, the vendor-respondent shall give the buyer a grace period of not less than sixty days from the date the  installment became due. If the buyer fails to pay the installments due at the expiration of the grace period, the seller may cancel the contract after thirty days from receipt by the buyer of the notice of cancellation or the demand for rescission of the contract by a notarial act. The spouses Heruela paid less than two years of installments. However, there was neither a notice of cancellation nor demand for rescission by notarial act to the spouses Heruela . The spouses Heruela shall pay the spouses Ramos P11,300 as balance of the purchase price plus interest at 6%. Upon payment, the spouses Ramos shall execute a deed of absolute sale of the land and deliver the certificate of title in favor of the spouses Heruela. In case of failure to thus pay within 60 days from finality of this Decision, the spouses Heruela and the spouses Pallori shall immediately vacate the premises without need of further demand, and the down payment and installment  payments of P4,000 paid by the spouses Heruela shall constitute rental for the land;

TUATIS V. ESCOL (2009)

G.R. No. 175399

FACTS OF THE CASE:

Tuatis filed a Complaint for Specific Performance with Damages against herein respondent Visminda Escol (Visminda). Tuatis alleged in her Complaint that sometime in November 1989, Visminda, SELLER, and Tuatis, BUYER, entered into a Deed of Sale of a Part of a Registered Land by Installment  (Deed of Sale by Installment) . The subject matter of said Deed was a piece of real property, A 300 sq. m more or less situated in Poblacion, Sindangan, Zamboanga del Norte . The significant portions of the Deed of Sale by Installment  stated that the BUYER shall pay the SELLER  the amount of P 3,000 as downpayment, P 4,000 on or before December 31, 1989, remaining balance of P 3,000 shall be paid on or before January 31, 1990 and that the failure of the BUYER to pay the remaining balance within the period stipulated , the BUYER shall return the subject of the contract to the SELLER and the SELLER shall likewise return all the amount paid by the BUYER.

Tuatis claimed that of the entire purchase price of P10,000.00, she had paid Visminda P3,000.00 as downpayment. The exact date of said payment was not, however, specified. In the meantime, Tuatis already took possession of the subject property and constructed a residential building thereon amounting to P502,073.00

Tuatis requested Visminda to sign a prepared absolute deed of sale covering the subject property, but the latter refused, contending that the purchase price had not yet been fully paid.
 Visminda countered that, except for the P3,000.00 downpayment and P1,000.00 installment paid by Tuatis on 19 December 1989 and 17 February 1990, respectively, Tuatis made no other payment to Visminda. Despite repeated verbal demands, Tuatis failed to comply with the conditions that she and Visminda agreed upon in the Deed of  Sale by Installment  for the payment of the balance of the purchase price for the subject property. Visminda asked the court to dismiss Tuatis' Complaint, or in the alternative, order Tuatis to return the subject property to Visminda after Visminda's reimbursement of the P4,000.00 she had received from Tuatis.

ISSUES:

WHETHER SELLER CAN BE COMPELLED TO EXECUTE A DEED OF CONVEYANCE FOR THE PORTION OF LAND ENTERED INTO A CONTRACT OF SALE ON INSTALLMENT BY THE BUYER

WHETHER THE SELLER HAS AN OPTION TO BE APPROPRIATE  THE BUILDING THAT THE BUYER BUILT ON THE LAND OF THE SELLER OR TO BE INDEMNIFIED OF THE VALUE OF THE LAND WHERE THE BUILDING IS BUILT BY THE SELLER

HELD:

1.No, There is breach of the contract of sale on installment entered between the parties. The SELLER cannot be compelled to execute the Deed of Conveyance to the BUYER since the SELLER  is still the absolute owner of the property and she is not indemnified of the exact payment from the BUYER.

2. Yes the SELLER has the option to be appropriate the building or to be indemnified of the value of the land provided such value is not more than the value of the building. It is the owner of the land who is authorized to exercise the option, because his right is older, and because, by the principle of accession, he is entitled to the ownership of the accessory thing . BUYER constructed the building in bad faith for, she had knowledge of the fact that the SELLER is still the absolute owner of the subject land. There was bad faith also on the part of SELLER in accordance with the express provisions of Article 454  since she allowed BUYER to construct the building without any opposition on her part and so occupy it. The rights of the parties must, therefore, be determined as if they both had acted in good faith. Article 448 of the Civil Code will apply. The owner of the land on which anything has been built, sown or planted in good faith, shall have the right to appropriate as his own the works, sowing or planting, after payment of the indemnity provided for in Articles 546 and 548, or to oblige the one who built or planted to pay the price of the land, and the one who sowed, the proper rent. However, the builder or planter cannot be obliged to buy the land if its value is considerably more than that of the building or trees.

SANTOS V. FERRERA (1989)

G.R. No. 83664

FACTS OF THE CASE:

Defendant Ferrera and Pedronia executed a deed of sale over their property in favor of spouses Apolonia and Rufino Santos  for the sum of P22,000.00.  Upon the issuance of a new title  in the name of vendees ,  the amount of P16,000.00 was delivered to defendant Ferrera.  Simultaneous with the execution of the deed of sale , an instrument entitled Promise To Sell dated February 1, 1971 was executed by the spouses Santos in favor of defendants Ferrera, whereby the former promised to sell back the land in question to the latter for P22,000.00 within a period of six months from February 1, 1971.

Defendants Ferrera failed to exercise the right to repurchase the property.  On July 30, 1971 spouses Santos executed a deed of absolute sale covering the property in question in favor of their daughter Felicitacion for P30,000.00. Felicitacion and Gregorio Santos executed a promise to sell the property in favor of the Ferreras for P30,000.00 within six months.

Notwithstanding, the sale of the property to the Santoses, spouses Ferrera continued in possession of the property thru their tenants, the Nazareths.  The Santoses informed the Nazareths that they are the new owners of the property in question and required the latter to pay the rent for the property in question to them but the Nazareths refused to recognize them as the owner of the property and continued to deliver the harvest shares to the Ferreras. 

Nearly seven (7) years after, plaintiffs, through their attorney-in-fact, Renato Santos, filed an   breach of warrantyand damages against the defendants based on the alleged Deed of Absolute Sale.  The defendants argue that they never intended to sell their land for such an inadequate price; that they were in dire need of money so they obtained the loan of P22,000.00; that to secure payment of the loan, defendants were required to execute a Deed of Absoute Sale over the property in dispute, with the agreement, that the deed of sale will merely serve as collateral; that they remain in possession of the land; and that the transfer certificate of title in favor of Apolonia Santos is null and void, the real contract between the parties being one of equitable mortgage only.

ISSUE:

WHETHER THE OWNERS EXECUTED AN ABSOLUTE SALE OR AN EQUITTABLE MORTGAGE TO THE BUYER

HELD:

The Owners executed an equitable mortgage to the buyer. Insofar as the price of the property in the deed of absolute sale is concerned, there is evidence that the same is unusually inadequate.  The original deed of sale provides that the property in question was sold for P22,000.00, although only P16,000.00 thereof was actually received by OWNERS.  On the other hand, there is evidence that the land in question would command a price  from P100,000.00 to P200,000.00 for the entire parcel at the time of the transaction . The OWNERS have remained in possession of the property up to the present.  This is admitted by BUYERS who would only want OWNERS to recognize them as the new owner and to pay the accrued and accruing rentals.  OWNERS, however, insist that they are the owner and not mere lessees of the land in question. There is evidence also that after the expiration of the six-month period given to OWNERS to repurchase the property a new deed of sale was executed by the transferee in favor of OWNERS giving the latter another six months to repurchase the land in question. Except for the execution of the deed of sale in question , it may be clearly inferred from the circumstances that the intention of the parties is that the transaction in question was to secure the payment of the amount of P16,000.00 originally extended to and received by the OWNERS by way of loan.  These are clearly indicative of the fact that the transaction in question was in reality an equitable mortgage."

DBP V.MEDRANO (2011)

G.R. No. 167004

FACTS OF THE CASE:

Respondent Ben Medrano was the President and General Manager of Paragon Paper Industries, Inc. wherein he owned 37,681 shares. Petitioner DBP sought to consolidate its ownership in Paragon. In one of the meetings of the Paragon Executive Committee, DBP thru Jose B. de Ocampo, instructed Medrano, as President and General Manager of Paragon, to contact the minority stockholders and to convince them to sell their shares to DBP at P65.00 per share, or 65% of the stock's par value of P100.00.  Medrano began to contact each member of the minority stockholders. He was able to contact all except one who was in Singapore.  Medrano testified that all, including himself, agreed to sell, and all took steps to have their shares surrendered to DBP for payment.  They made proposals to DBP and the Board of Directors of DBP approved the sale subject to the following terms and conditions: (1) that prior to the implementation of the approval, 57,596 shares of Paragon's stock issued to the stockholders concerned shall first be surrendered to the DBP; (2) that all the parties concerned shall give their written conformity to the arrangement; and (3) that the transaction shall be implemented within forty-five (45) days from the date of approval ; otherwise, the same shall be deemed canceled. Medrano then indorsed and delivered to DBP all his 37,681 shares which had a value of P2,449,265.00. DBP accepted said shares and took over Paragon. Medrano  was offered a commission of P185,010.00 if the latter could persuade all the other Paragon minority stockholders to sell their shares. Medrano was able to convince only two stockholders, Alberto Wong and Gerardo Ledonio III, to sell their respective shares. Thus, his commission was reduced to P155,455.00.

Thereafter, Medrano demanded that DBP pay the value of his shares, which he had already turned over, and his P155,455.00 commission. When DBP did not heed his demand, Medrano filed a complaint for specific performance and damages against DBP.

DBP filed an Answer arguing that there was no perfected contract of sale as the three conditions in DBP were not fulfilled. Likewise, certain minority stockholders owning 17,635 shares refused to sell their shares. DBP exercised its right to cancel the sale. And later, during the pendency of the case, conveyed the shares to the Asset Privatization Trust which took over assets and assumed liabilities of government-financial institutions including DBP.

ISSUES:

WHETHER  THERE WAS NO PERFECTED CONTRACT OF SALE BETWEEN DBP AND MEDRANO

WHETHER  THE SHARES OF MEDRANO BE RETURNED TO HIM BY DBP

HELD:

1. There existed between DBP and Medrano a contract of sale and the conditions imposed by Resolution No. 4270 were merely conditions imposed on the performance of an obligation. Hence, while under Article 1545 of the Civil Code, DBP had the right not to proceed with the agreement upon Medrano's failure to comply with the conditions, DBP was deemed to have waived the performance of the conditions when it chose to retain Medrano's shares and later transfer them to the APT.  The court noted that the retention of the shares was contrary to DBP's claim of rescission because if indeed DBP rescinded the sale, then it should have returned to Medrano his shares together with their fruits and the price with interests, as provided by Article 1385 of the Civil Code. As a rule, a contract is perfected upon the meeting of the minds of the two parties.  Under Article 1475 of the Civil Code, a contract of sale is perfected the moment there is a meeting of the minds on the thing which is the object of the contract and on the price.

2.DBP's act of keeping the shares delivered by Medrano without paying for them constitutes unjust enrichment. There is unjust enrichment when a person unjustly retains a benefit to the loss of another, or when a person retains money or property of another against the fundamental principles of justice, equity and good conscience." Article 22 of the Civil Code provides that every person who through an act of performance by another, or any other means, acquires or comes into possession of something at the expense of the latter without just or legal ground, shall return the same to him." The principle of unjust enrichment under Article 22 requires two conditions: (1) that a person is benefited without a valid basis or justification, and (2) that such benefit is derived at another's expense or damage. It was not proper for DBP to hold on to Medrano's shares of stock after it became obvious that he will not be able to comply with the conditions for the contract of sale.  From that point onwards, the prudent and fair thing to do for DBP was to return Medrano's shares because DBP had no just or legal ground to retain them.