Absolute And Conditional Cases

Transcript

Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G.R. No. L-61623 December 26, 1984 PEOPLE'S HOMESITE & HOUSING CORPORATION, petitioner-appellant, vs. COURT OF APPEALS, RIZALINO L. MENDOZA and ADELAIDA R. MENDOZA, respondents-appellees. Manuel M. Lazaro, Pilipinas Arenas Laborte and Antonio M. Brillantes for petitioner  PHHC. Tolentino, Cruz, Reyes, Lava and Manuel for private respondents. AQUINO, J.: The question in t his case is whether the People's Homesite& Housing Corporation bound itself to sell to t he Mendoza spouses Lot 4 (Road) Pcs- 4564 of t he revised consolidation subdivision plan wit h an area of 2,6,08.7 (2,503.7) square meters located at Diliman, Quezon City. The PHHC board of directors on February 18, 1960 passed Resolution No. 513 w herein it stated "that subject to the approval of the Quezon City Council  of the abovementioned Consolidation Subdivision Plan, Lot 4. containing 4,182.2 square meters be, as it is hereby awarded to Spouses Rizalino Mendoza and Adelaida Mendoza, at a price of twenty-one pesos (P21.00) per square meter" and "that this award shall be subject to the approval of the OEC (PHHC) Valuation Committee and higher authorities" . authorities" . The city council disapproved t he proposed consolidation subdivision plan on August 20, 1961 (Exh. 2). The said spouses were advised by registered mail of the disapproval of  the plan (Exh. 2-PHHC). Anot her subdivision plan was prepared and submitted to t he city council for approval. The revised plan, w hich included Lot 4, wit h a reduced area of  2,608.7, was approved by t he city council on February 25, 1964 (Ex h. H). On April 26, 1965 t he PHHC board of directors passed a resolution recalling all awards of lots to persons who failed to pay t he deposit or down payment for t he lots awarded to them (Exh. 5). The Mendozas never paid t he price of the lot nor made t he 20% initial deposit. On October 18, 1965 t he PHHC board of directors passed Resolution No. 218, withdrawing t he tentative award of Lot 4 to t he Mendoza -spouses under Resolution No. 513 and re-awarding said lot jointly and in equal s hares to MiguelaSto. Domingo, Enrique Esteban, Virgilio Pinzon, Leonardo Redublo and Jose Fernandez, subject to existing PHHC rules and regulations. The prices would be t he same as those of the adjoining lots. The awardees were required to deposit an amount equivalent to 20% of  the total selling price (Ex h. F). The five awardees made t he initial deposit. The corresponding deeds of sale were executed in t heir favor. The subdivision of Lot 4 into five lots was approved by t he city council and the Bureau of Lands. On March 16, 1966 the Mendoza spouses asked for reconsideration of t he withdrawal of the previous award to t hem of Lot 4 and for t he cancellation of t he re-award of said lot to Sto. Domingo and four ot hers. Before t he request could be acted upon, t he spouses filed the instant action for specific performance and damages. The trial court sustained t he withdrawal of t he award. The Mendozas appealed. The  Appellate Court reversed t hat decision and declared void t he re-award of Lot 4 and t he deeds of sale and directed t he PHHC to sell to t he Mendozas Lot 4 wit h an area of  2,603.7 square meters at P21 a square meter and pay to t hem P4,000 as attorney's fees and litigation expenses. The PHHC appealed to t his Court. The issue is whether there was a perfected sale of Lot 4, wit h the reduced area, to t he Mendozas which they can enforce against t he PHHC by an action for specific performance. We hold that there was no perfected sale of Lot 4. It was conditionally or contingently awarded to t he Mendozas subject to t he approval by t he city council of t he proposed consolidation subdivision plan and t he approval of t he award by t he valuation committee and higher authorities. The city council did not approve t he subdivision plan. The Mendozas were advised in 1961 of the disapproval. In 1964, w hen the plan wit h the area of Lot 4 reduced to 2,608.7 square meters was approved, t he Mendozas s hould have manifested in writing their acceptance of t he award for t he purchase of Lot 4 just to s how that they were still interested in its purc hase although the area was reduced and to obviate ally doubt on the matter. They did not do so. The PHHC board of directors acted wit hin its rights in withdrawing t he tentative award. "The contract of sale is perfected at t he moment there is a meeting of minds upon t he thing which is the object of t he contract and upon t he price. From t hat moment, the parties may reciprocally demand performance, subject to t he law governing t he form of  contracts." (Art. 1475, Civil Code). On October 18, 1965 t he PHHC board of directors passed Resolution No. 218, withdrawing t he tentative award of Lot 4 to t he Mendoza -spouses under Resolution No. 513 and re-awarding said lot jointly and in equal s hares to MiguelaSto. Domingo, Enrique Esteban, Virgilio Pinzon, Leonardo Redublo and Jose Fernandez, subject to existing PHHC rules and regulations. The prices would be t he same as those of the adjoining lots. The awardees were required to deposit an amount equivalent to 20% of  the total selling price (Ex h. F). The five awardees made t he initial deposit. The corresponding deeds of sale were executed in t heir favor. The subdivision of Lot 4 into five lots was approved by t he city council and the Bureau of Lands. On March 16, 1966 the Mendoza spouses asked for reconsideration of t he withdrawal of the previous award to t hem of Lot 4 and for t he cancellation of t he re-award of said lot to Sto. Domingo and four ot hers. Before t he request could be acted upon, t he spouses filed the instant action for specific performance and damages. The trial court sustained t he withdrawal of t he award. The Mendozas appealed. The  Appellate Court reversed t hat decision and declared void t he re-award of Lot 4 and t he deeds of sale and directed t he PHHC to sell to t he Mendozas Lot 4 wit h an area of  2,603.7 square meters at P21 a square meter and pay to t hem P4,000 as attorney's fees and litigation expenses. The PHHC appealed to t his Court. The issue is whether there was a perfected sale of Lot 4, wit h the reduced area, to t he Mendozas which they can enforce against t he PHHC by an action for specific performance. We hold that there was no perfected sale of Lot 4. It was conditionally or contingently awarded to t he Mendozas subject to t he approval by t he city council of t he proposed consolidation subdivision plan and t he approval of t he award by t he valuation committee and higher authorities. The city council did not approve t he subdivision plan. The Mendozas were advised in 1961 of the disapproval. In 1964, w hen the plan wit h the area of Lot 4 reduced to 2,608.7 square meters was approved, t he Mendozas s hould have manifested in writing their acceptance of t he award for t he purchase of Lot 4 just to s how that they were still interested in its purc hase although the area was reduced and to obviate ally doubt on the matter. They did not do so. The PHHC board of directors acted wit hin its rights in withdrawing t he tentative award. "The contract of sale is perfected at t he moment there is a meeting of minds upon t he thing which is the object of t he contract and upon t he price. From t hat moment, the parties may reciprocally demand performance, subject to t he law governing t he form of  contracts." (Art. 1475, Civil Code). "Son, sin embargo, excepcion a estaregla los casos en queporvirtud de la voluntad de laspartes o de la ley, se celebra la ventabajounacondicionsuspensiva, y en los cuales no se perfecciona la venta hasta el cumplimiento de la condicion"  (4 Castan Tobenas, Derecho Civil Español 8t h ed. p. 81). "In conditional obligations, t he acquisition of rig hts, as well as t he extinguishment or loss of those already acquired, s hall depend upon t he happening of t he event which constitutes t he condition. (Art. 1181, Civil Code). "Se llama suspensive la condicion de la quedepende la perfeccion, o sea el principio del contrato".(9 Giorgi, Teoria de lasObligaciones, p. 57). Under the facts of t his case, we cannot say t here was a meeting of minds on t he purchase of Lot 4 wit h an area of 2,608.7 square meters at P21 a square meter. The case of Lapinig of  Lapinig vs. Court of Appeals, 115 SCRA 213 is not in point because t he awardee in t hat case applied for t he purchase of the lot, paid the 10% deposit and a conditional contract to sell was executed in his favor. The PHHC could not re-award t hat lot to another person. WHEREFORE, the decision of t he Appellate Court is reversed and set aside and t he  judgment of the trial court is affirmed. No costs. SO ORDERED. Makasiar (Chairman), Concepcion, Jr., Abad Santos, Escolin and Cuevas, JJ., concur. Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No. L-55665 February 8, 1989 DELTA MOTOR CORPORATION, petitioner, vs. EDUARDA SAMSON GENUINO, JACINTO S. GENUINO, Jr., VICTOR S. GENUINO, HECTOR S. GENUINO, EVELYN S. GENUINO, and The COURT OF APPEALS, respondents.  Alcasid, Villanueva & Associates for petitioner. Luna, Puruganan, Sison&Ongkiko for respondents. CORTES, J.: Petitioner, t hrough this petition for review by certiorari, appeals from t he decision of  respondent appellate court in CA-G.R. No. 59848-R entitled "Eduarda Samson Genuino, et al. v. Delta Motor Corporation" promulgated on October 27, 1980. The facts are as follows: Petitioner Delta Motor Corporation ( hereinafter referred to as Delta) is a corporation duly organized and existing under P hilippine laws. On the other hand, private respondents are t he owners of an iceplant and cold storage located at 1879 E. Rodriguez Sr. Avenue, Quezon City doing business under t he name "España Extension Iceplant and Cold Storage." In July 1972, two letter-quotations were submitted by Delta to Hector Genuino offering to sell black iron pipes. T The letter dated July 3, 1972 quoted Delta's selling price for 1,200 lengt h of black iron pipes schedule 40, 2" x 20' including delivery at P66,000.00 wit h the following terms of  payment: a. 20% of the net contract price or P13,200.00 will be due and payable upon signing of  the contract papers. b. 20% of the net contract price or P13,200.00 will be due and payable before commencement of delivery. c. The balance of 60% of the net contract price or P39,600.00 with 8% financing charge per annum will be covered by a Promisso Promissory ry Note bearing interest at the rate of 14% per  annum and payable in TWELVE (12) equal monthly installment (sic), t he first of which will become due thirty (30) days after t he completion of delivery. Additional 14% will be charged for all delayed payments. [Exh."A"; Ex h. 1.] The second letter-quotation dated July 18, 1972 provides for t he selling price of 150 lengths of black iron pipes sc hedule 40, 1 1/4" x 20' including delivery at P5,400.00 wit the following terms of payment: h a. 50% of the net contract price or P 2,700.00 will be due and payable upon signing of the contract papers. b. 50% of the net contract price or P 2,700.00 will be due and payable before commencement of delivery. [Exh."C"; Ex h. "2".] Both letter-quotations also contain t he following stipulations as to delivery and price offer: DELIVERY Ex-stock subject to prior sales. xxxxxxxxx Our price offer indicated herein shall remain firm wit hin a period of thirty (30) days from the date hereof. Any order placed after said period will be subject to our review and confirmation. [Ex h."A" and "C"; Ex hs. "l" and "2".] Hector Genuino was agreeable to t he offers of Delta hence, he manifested his conformity thereto by signing his name in t he space provided on July 17, 1972 and July 24, 1972 for t he first and second letter-quotations, respectively. It is undisputed t hat private respondents made initial payments on bot h contracts ² for  the first contract, P13,200.00 and, for t he second, P2,700.00 ² for a total sum of  P15,900.00 on July 28, 1972 (Ex hs. "B" and "D"]. Likewise unquestionable are t he following. t he non-delivery of t he iron pipes by Delta; the non-payment of t he subsequent installments by t he Genuinos; and t he nonexecution by t he Genuinos of t he promissory note called for by t he first contract. The evidence presented in t he trial court also s howed that sometime in July 1972 Delta offered to deliver t he iron pipes but t he Genuinos did not accept t he offer because t he construction of t he ice plant building w here the pipes were to be installed was not yet finished.  Almost three years later, on April 15, 1975, Hector Genuino, in be half of España Extension Ice Plant and Cold Storage, asked Delta to deliver t he iron pipes wit hin thirty (30) days from its receipt of t he request. At t he same time private respondents manifested their preparedness to pay t he second installment on bot h contracts upon notice of Delta's readiness to deliver. Delta countered t hat the black iron pipes cannot be delivered on t he prices quoted as of  July 1972. The company called t he attention of t he Genuinos to t he stipulation in t heir  two (2) contracts t hat the quoted prices were good only wit hin thirty (30) days from date of offer. W hereupon Delta sent new price quotations to t he Genuinos based on its current price of black iron pipes, as follows: P241,800.00 for 1,200 lengths of black iron pjpes schedule 40, 2" x 20' [Exh. "G-1".] P17,550.00 for 150 lengths of black iron pipes schedule 40, 1 1/4" x 20' [Ex h. "G-2".] The Genuinos rejected t he new quoted prices and instead filed a complaint for specific performance wit h damages seeking to compel Delta to deliver t he pipes. Delta, in its answer prayed for rescission of t he contracts pursuant to Art. 1191 of t he New Civil Code. The case was docketed as Civil Case No. Q-20120 of t he then Court of First Instance of Rizal, Branc h XVIII, Quezon City.  After trial t he Court of First Instance ruled in favor of Delta,t he dispositive portion of its decision reading as follows: WHEREFORE, premises considered, judgment is rendered: 1. Declaring t he contracts, Annexes "A" and "C" of t he complaint rescinded; 2. Ordering defendant to refund to plaintiffs the sum of P15,900.00 delivered by the latter  as downpayments on the aforesaid contracts; 3. Ordering plaintiffs to pay defendant the sum of P10,000.00 as attorney's fees; and, 4. To pay the costs of suit. [CFI Decision, pp. 13-14; Rollo, pp. 53-54.] On appeal, t he Court of Appeals reversed and ordered private respondents to make t he payments specified in " Terms of Payment ² (b)" of t he contracts and to execute t he promissory note required in t he first contract and t hereafter, Delta s hould immediately commence delivery of t he black iron pipes.* [CA Decision, p. 20; Rollo, p. 75.] The Court of Appeals cited two main reasons w hy it reversed t he trial court, namely: 1. As Delta was t he one who prepared the contracts and admittedly, it had knowledge of  the fact that the black iron pipes would be used by t he Genuinos in their cold storage plant which was then undergoing construction and therefore, would require sometime before the Genuinos would require delivery, Delta should have included in said contracts a deadline for delivery but it did not. As a m atter of fact neither did it insist on delivery when the Genuinos refused to accept its offer of delivery. [CA Decision, pp. 16-17; Rollo, pp. 71-72.] 2. Delta's refusal to make delivery in 1975 unless the Genuinos pay a price very much higher than the prices it previously quoted would mean an amendment of the contracts. It would be too unfair for t he plaintiffs if t hey will be made to bear t he increase in prices of  the black iron pipes when they had already paid quite an am ount for said items and defendant had made use of the advance payments. That would be unjust enric hment on the part of the defendant at the expense of the plaintiffs and is considered an abominable business practice. [CA Decision, pp. 18-19; Rollo, pp. 73-74.] Respondent court denied Delta's motion for reconsideration hence this petition for  review praying for t he reversal of t he Court of Appeals decision and affirmance of t hat of  the trial court. Petitioner argues t hat its obligation to deliver t he goods under bot h contracts is subject to conditions required of private respondents as vendees. These conditions are: payment of 20% of t he net contract price or P13,200.00 and execution of a promissory note called for by t he first contract; and payment of 50% of t he net contract price or  P2,700.00 under t he second contract. These, Delta posits, are suspensive conditions and only upon t heir performance or compliance would its obligation to deliver t he pipes arise [Petition, pp. 9-12; Rollo, pp. 1720.] Thus, when private respondents did not perform their obligations; when they refused to accept petitioner's offer to deliver t he goods; and, when it took t hem three (3) long years before t hey demanded delivery of  the iron pipes t hat in the meantime, great and sudden fluctuation in market prices have occurred; Delta is entitled to rescind t he two (2) contracts. Delta relies on t he following provision of law on rescission:  Art. 1191. The power to rescind obligations is implied in reciprocal ones, in case one of  the obligors should not comply with what is incumbent upon him. The injured party may c hoose between the fulfillment and t he rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if t he latter should become impossible. The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period. This is understood to be wit hout prejudice to the rights of third persons who have acquired the thing, in accordance with articles 1385 and 1388 and the Mortgage Law. In construing Art. 1191, t he Supreme Court has stated t hat, "[r]escission will be ordered only where the breach complained of is substantial as to defeat t he object of the parties in entering into t he agreement. It will not be granted w here the breach is slight or  casual." [Phil. Amusement Enterprises, Inc. v. Natividad, G.R. No.L-21876, September  29, 1967, 21 SCRA 284, 290.] Furt her, "[t]he question of w hether a breac h of a contract is substantial depends upon t he attendant circumstances." [Universal Food Corporation v. Court of Appeals, G. R. No. L-29155, May 13,1970,33 SCRA 1, 18]. In the case at bar, t he conduct of Delta indicates t hat the Genuinos' non-performance of  its obligations was not a substantial breac h, let alone a breac h of contract, as would warrant rescission. Firstly, it is undisputed t hat a month after the execution of t he two (2) contracts, Delta's offer to deliver t he black iron pipes was rejected by t he Genuinos who were "not ready to accept delivery because t he cold storage rooms have not been constructed yet. Plaintiffs (private respondents herein) were s hort-funded, and did not have the space to accommodate the pipes they ordered" [CFI Decision, p. 9; Rollo, p. 49]. Given this answer to its offer, Delta did not do anyt hing. As testified by Crispin Villanueva, manager of t he Technical Service department of petitioner: Q You stated t hat you sent a certain Evangelista t o the España Extension and Cold Storage to offer the delivery subject matter of t he contract and then you said t hat Mr. Evangelista reported (sic) to you that plaintiff would not accept delivery, is that correct, as a summ ary of your  statement?  AA Yes, sir. Q Now, what did you do in the premises (sic)?  A Yes, well, we t ake the word of Mr. Evangelista. We could not deliver the said black iron pipes, because as per information t he Ice Plant is not yet finished. Q Did you not report that fact to ... any other defendant-officials of the Delta Motor Corporation?  A No. Q And you did not do anyt hing after that?  A Because taking t he word of my Engineer we di d not do anything. [TSN, December 8, 1975, pp. 18-19.] xxxxxxxxx  And secondly, t hree (3) years later w hen the Genuinos offered to make payment Delta did not raise any argument but merely demanded t hat the quoted prices be increased. Thus, in its answer to private respondents' request for delivery of t he pipes, Delta countered: Thank you for your letter dated April 15, 1975, requesting for delivery of Black Iron pipes;. We regret to say, however, that we cannot base our price on our proposals dated July 3 and July 18, 1972 as per the following paragraph quoted on said proposal: Our price offer indicated herein shall remain firm wit hin a period of thirty (30) days from the date hereof. Any order placed after said period will be subject to our review and confirmation. We are, therefore, enclosing our re-quoted proposal based on our current price. [Exh. "G".] Moreover, the power to rescind under Art. 1191 is not absolute. "[T]he act of a party in treating a contract as cancelled or resolved on account of infractions by the other  contracting party must be made known to the other  and is always provisional, being ever subject to scrutiny and review by t he proper court." [University of t he Phils. v. De los Angeles, G. R. No. L-28602, September 29, 1970, 35 SCRA 102, 107; Emp hasis supplied.] In the instant case, Delta made no manifestation w hatsoever t hat it had opted to rescind its contracts wit h f-he Genuinos. It only raised rescission as a defense w hen it was sued for specific performance by private respondents. Further, it would be highly inequitable for petitioner Delta to rescind t he two (2) contracts considering the fact that not only does it have in its possession and owners hip the black iron pipes, but also t he P15,900.00 down payments private respondents have paid. And if petitioner Delta claims t he right to rescission, at t he very least, it s hould have offered to return the P15,900.00 down payments [See Art. 1385, Civil Code and Hodges v. Granada, 59 P hil. 429 (1934)]. It is for t hese same reasons t hat while there is merit in Delta's claim t hat the sale is subject to suspensive conditions, t he Court finds t hat it has, nevertheless, waived performance of t hese conditions and opted to go on wit h the contracts although at a much higher price. Art. 1545 of t he Civil Code provides:  Art. 1545. W here the obligation of either party to a contract of sale is subject to any condition which is not performed, such party may refuse to proceed with the contract or  he may waived performance of t he condition. . . . [Emphasis supplied.] Finally, Delta cannot ask for increased prices based on t he price offer stipulation in t he contracts and in t he increase in t he cost of goods. Reliance by Delta on t he price offer  stipulation is misplaced. Said stipulation makes reference to Delta's price offer as remaining firm for t hirty (30) days and t hereafter, will be subject to its review and confirmation. The offers of Delta, however, were accepted by t he private respondents within the thirty (30)-day period. And as stipulated in t he two (2) letter-quotations, acceptance of t he offer gives rise to a contract between t he parties: In the event that this proposal is acceptable to you, please indicate your conformity by signing the space provided herein below which also serves as a contract of t his proposal. [Exhs."A" and "C"; Exhs."1" and "2".]  And as further provided by t he Civil Code:  Art. 1319. Consent is manifested by t he meeting of t he offer and the acceptance upon the thing and the cause which are to constitute t he contract.  Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon thing which is the object of the contract and upon the price. Thus, the moment private respondents accepted t he offer of Delta, t he contract of sale between t hem was perfected and neit her party could c hange the terms thereof. Neither could petitioner Delta rely on t he fluctuation in t he market price of goods to support its claim for rescission. As testified to by petitioner's Vice-President of Marketing for the Electronics, Airconditioning and Refrigeration division, MarcelinoCaja, t he stipulation in t he two (2) contracts as to delivery, ex-stock subject to prior sales, means that "the goods have not been delivered and t hat there are no prior commitments other  than the sale covered by t he contracts.. . once t he offer is accepted, t he company has no more option to change the price." [CFI Decision, p. 5; Rollo, p. 45; Emp hasis supplied.] Thus, petitioner cannot claim for  higher prices for t he black iron pipes due to the increase in t he cost of goods. Based on t he foregoing, petitioner Delta and private respondents Genuinos s hould comply wit h the original terms of t heir contracts. WHEREFORE, the decision of t he Court of Appeals is hereby AFFIRMED. SO ORDERED. Fernan, C.J., Gutierrez, Jr., Feliciano and Bidin, JJ., concur. Footnotes * The Court of Appeals decision was penned by Justice German. Justice de la Fuente wrote a separate c oncurring opinion. Justice Cenzon concurred bot h with Justice German's decision and Justice de la Fuente's opinion. Justice Gancayco, however, wrote a separate dissenting opinion to w hich Justice Patajo concurred. Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No. L-59266 February 29, 1988 SILVESTRE DIGNOS and ISABEL LUMUNGSOD, petitioners, vs. HON. COURT OF APPEALS and ATILANO G. JABIL, respondents. BIDIN, J.: This is a petition for review on certiorari seeking t he reversal of t he: (1) Decision of the 9th Division, Court of Appeals dated July 31,1981, affirming wit h modification t he Decision, dated August 25, 1972 of t he Court of First Instance of Cebu in civil Case No. 23-L entitled Atilano G. Jabil vs. Silvestre T. Dignos and IsabelaLumungsod de Dignos and PanfiloJabalde, as Attorney-in-Fact of Luciano Cabigas and Jovita L. de Cabigas; and (2) its Resolution dated December 16, 1981, denying defendantappellant's (Petitioner's) motion for reconsideration, for lack of merit. * ** The undisputed facts as found by t he Court of Appeals are as follows: The Dignos spouses were owners of a parcel of land, known as Lot No. 3453, of the cadastral survey of Opon, Lapu-Lapu City. On June 7, 1965, appellants (petitioners) Dignos spouses sold the said parcel of land to plaintiff-appellant (respondent Atilano J. Jabil) for t he sum of P28,000.00, payable in two installments, with an assumption of  indebtedness with the First Insular Bank of Cebu in t he sum of P12,000.00, which was paid and acknowledged by the vendors in the deed of sale (Ex h. C) executed in favor of  plaintiff-appellant, and t he next installment in the sum of P4,000.00 to be paid on or  before September 15, 1965. On November 25, 1965, the Dignos spouses sold the same land in favor of defendants spouses, Luciano Cabigas and Jovita L. De Cabigas, who were then U.S. citizens, for t he price of P35,000.00. A deed of absolute sale (Ex h.J, also marked Ex h. 3) was executed by the Dignos spouses in favor of t he Cabigas spouses, and which was registered in t he Office of the Register of Deeds pursuant to the provisions of Act No. 3344.  As the Dignos spouses refused to accept from plaintiff-appellant the balance of the purchase price of the land, and as plaintiff- appellant discovered the second sale made by defendants-appellants to the Cabigas spouses, plaintiff-appellant brought the present suit. (Rollo, pp. 27-28)  After due trial, t he Court of first Instance of Cebu rendered its Decision on August 25,1972, the decretal portion of w hich reads: WHEREFORE, t he Court hereby declares the deed of sale executed on November 25, 1965 by defendant Isabela L. de Dignos in favor of defendant Luciano Cabigas, a citizen of the United States of America, null and void ab initio, and t he deed of sale executed by defendants Silvestre T. Dignos and IsabelaLumungsod de Dignos not rescinded. Consequently, the plaintiff Atilano G. Jabil is hereby ordered to pay the sum, of Sixteen Thousand Pesos (P16,000.00) to the defendants-spouses upon the execution of the Deed of absolute Sale of Lot No. 3453, Opon Cadastre and when the decision of t his case becomes final and executory. The plaintiff Atilano G. Jabil is ordered to reimburse t he defendants Luciano Cabigas and Jovita L. de Cabigas, through their attorney-in-fact, PanfiloJabalde, reasonable amount corresponding to the expenses or costs of the hollow block fence, so far constructed. It is furt her ordered that defendants-spouses Silvestre T. Dignos and IsabelaLumungsod de Dignos should return to defendants-spouses Luciano Cabigas and Jovita L. de Cabigas the sum of P35,000.00, as equity demands that nobody shall enrich himself at the expense of another. The writ of preliminary injunction issued on September 23, 1966, automatically becomes permanent in virtue of this decision. With costs against the defendants. From the foregoing, t he plaintiff (respondent herein) and defendants-spouss (petitioners herein) appealed to t he Court of Appeals, w hich appeal was docketed t herein as CAG.R. No. 54393-R, "Atilano G. Jabil v. Silvestre T. Dignos, et al." On July 31, 1981, t he Court of Appeals affirmed t he decision of t he lower court except as to the portion ordering Jabil to pay for t he expenses incurred by t he Cabigas spouses for the building of a fence upon t he land in question. The disposive portion of said decision of t he Court of Appeals reads: IN VIEW OF THE FOREGOING CONSIDERA TIONS, except as to t he modification of t he  judgment as pertains to plaintiff-appellant above indicated, t he judgment appealed from is hereby AFFIRMED in all ot her respects. With costs against defendants-appellants. SO ORDERED. Judgment MODIFIED.  A motion for reconsideration of said decision was filed by t he defendants- appellants (petitioners) Dignos spouses, but on December 16, 1981, a resolution was issued by the Court of Appeals denying t he motion for lack of merit. Hence, this petition. In the resolution of February 10, 1982, t he Second Division of t his Court denied t he petition for lack of merit. A motion for reconsideration of said resolution was filed on March 16, 1982. In the resolution dated April 26,1982, respondents were required to comment thereon, which comment was filed on May 11, 1982 and a reply t hereto was filed on July 26, 1982 in compliance wit h the resolution of June 16,1 982. On August 9,1982, acting on t he motion for reconsideration and on all subsequent pleadings filed, this Court resolved to reconsider its resolution of February 10, 1982 and to give due course to t he instant petition. On September 6, 1982, respondents filed a rejoinder to reply of petitioners w hich was noted on t he resolution of September 20, 1982. Petitioners raised t he following assignment of errors: I THE COURT OF APPEALS COMMI TTED A GRAVE ERROR OF LAW IN GROSSLY, INCORRECTLY INTERPRETING THE TERMS OF THE CONTRACT, EXHIBIT C, HOLDING I T AS AN ABSOLU TE SALE, EFFEC TIVE TO TRANSFER OWNERSHIP OVER THE PROPER TY IN QUESTION TO THE RESPONDEN T AND NOT MERELY A CONTRACT TO SELL OR PROMISE TO SELL; THE COURT ALSO ERRED IN MISAPPLYING AR TICLE 1371 AS WARRAN TING READING OF THE AGREEMEN T, EXHIBIT C, AS ONE OF ABSOLU TE SALE, DESPI TE THE CLARI TY OF THE TERMS THEREOF SHOWING I T IS A CON TRACT OF PROMISE TO SELL. II THE COURT OF APPEALS COMMI TTED AN ERROR OF LAW IN INCORREC TLY  APPLYING AND OR IN MISAPPLYING AR TICLE 1592 OF THE NEW CIVIL CODE AS WARRANTING THE ERRONEOUS CONCLUSION THAT THE NOTICE OF RESCISSION, EXHIBI T G, IS INEFFEC TIVE SINCE I T HAS NOT BEEN JUDICIALLY DEMANDED NOR IS I T A NOT ARIAL ACT. III THE COURT OF APPEALS COMMI TTED AN ERROR OF LAW IN REJEC TING THE  APPLICABILI TY OF ARTICLES 2208,2217 and 2219 OF THE NEW CIVIL CODE AND EST ABLISHED JURISPRUDENCE AS TO WARRANT THE AWARD OF DAMAGES  AND ATTORNEY'S FEES TO PETITIONERS. IV PLAINTIFF'S COMPLAIN T FOR SPECIFIC PERFORMANCE SHOULD HAVE BEEN DISMISSED, HE HAVING COME TO COURT WITH UNCLEAN HANDS. V BY AND LARGE, THE COURT OF APPEALS COMMI TTED AN ERROR IN  AFFIRMING WI TH MODIFICATION THE DECISION OF THE TRIAL COURT DUE TO GRAVE MISINTERPRET ATION, MISAPPLICATION AND MISAPPREHENSION OF THE TERMS OF THE QUESTIONED CON TRACT AND THE LAW APPLICABLE THERETO. The foregoing assignment of errors may be synt hesized into two main issues, to wit: I. Whether or not subject contract is a deed of absolute sale or a contract Lot sell. II. W hether or not t here was a valid rescission thereof. There is no merit in t his petition. It is significant to note t hat this petition was denied by t he Second Division of t his Court in its Resolution dated February 1 0, 1 982 for lack of merit, but on motion for  reconsideration and on t he basis of all subsequent pleadings filed, t he petition was given due course. I. The contract in question (Ex hibit C) is a Deed of Sale, wit h the following conditions: 1. That AtilanoG..Jabilis to pay t he amount of Twelve Thousand Pesos P12,000.00) Phil. Philippine Currency as advance payment; 2. That Atilano G. Jabil is to assume t he balance of Twelve Thousand Pesos (P12,000.00) Loan from the First Insular Bank of Cebu; 3. That Atilano G. Jabil is to pay t he said spouses the balance of Four. Thousand Pesos (P4,000.00) on or before September 15,1965; 4. That the said spouses agrees to defend the said Atilano G. Jabil from ot her claims on the said property; 5. That the spouses agrees to sign a final deed of absolute sale in favor of Atilano G. Jabil over the above-mentioned property upon the payment of the balance of Four  Thousand Pesos. (Original Record, pp. 10-11) In their motion for reconsideration, petitioners reiterated t heir contention t hat the Deed of Sale (Exhibit "C") is a mere contract to sell and not an absolute sale; t hat the same is subject to two (2) positive suspensive conditions, namely: t he payment of t he balance of  P4,000.00 on or before September 15,1965 and t he immediate assumption of t he mortgage of P12,000.00 wit h the First Insular Bank of Cebu. It is furt her contended t hat in said contract, title or owners hip over t he property was expressly reserved in t he vendor, the Dignos spouses until t he suspensive condition of full and punctual payment of the balance of t he purchase price shall have been met. So t hat there is no actual sale until full payment is made (Rollo, pp. 51-52). In bolstering t heir contention t hat Exhibit "C" is merely a contract to sell, petitioners aver  that there is absolutely not hing in Exhibit "C" that indicates t hat the vendors t hereby sell, convey or transfer t heir ownership to the alleged vendee. Petitioners insist t hat Exhibit "C" (or 6) is a private instrument and t he absence of a formal deed of conveyance is a very strong indication t hat the parties did not intend "transfer of owners hip and title but only a transfer after full payment" (Rollo, p. 52). Moreover, petitioners anc hored their  contention on t he very terms and conditions of t he contract, more particularly paragrap h four which reads, "that said spouses has agreed to sell t he herein mentioned property to  Atilano G. Jabil ..." and condition number five w hich reads, "that the spouses agrees to sign a final deed of absolute sale over t he mentioned property upon t he payment of t he balance of four t housand pesos." Such contention is untenable. By and large, t he issues in t his case have already been settled by t his Court in analogous cases. Thus, it has been held that a deed of sale is absolute in nature alt hough denominated as a "Deed of Conditional Sale" w here nowhere in the contract in question is a proviso or stipulation to t he effect that title to t he property sold is reserved in t he vendor until full payment of the purchase price, nor is t here a stipulation giving t he vendor the right to unilaterally rescind t he contract t he moment the vendee fails to pay wit hin a fixed period Taguba v. Vda. de Leon, 132 SCRA 722; Luzon Brokerage Co., Inc. v. Maritime Building Co., Inc., 86 SCRA 305).  A careful examination of t he contract s hows that there is no suc h stipulation reserving the title of t he property on t he vendors nor does it give t hem the right to unilaterally rescind t he contract upon non-payment of t he balance t hereof within a fixed period. On the contrary, all t he elements of a valid contract of sale under Article 1458 of t he Civil Code, are present, suc h as: (1) consent or meeting of t he minds; (2) determinate subject matter; and (3) price certain in money or its equivalent. In addition, Article 1477 of the same Code provides t hat "The ownership of the thing sold shall be transferred to the vendee upon actual or constructive delivery t hereof." As applied in t he case of  Froilan v. Pan Oriental S hipping Co., et al. (12 SCRA 276), t his Court held that in the absence of stipulation to t he contrary, t he ownership of the thing sold passes to t he vendee upon actual or constructive delivery t hereof. W hile it may be conceded t hat there was no constructive delivery of t he land sold in t he case at bar, as subject Deed of Sale is a private instrument, it is beyond question t hat there was actual delivery t hereof. As found by t he trial court, t he Dignos spouses delivered the possession of t he land in question to Jabil as early as Marc h 27,1965 so that the latter constructed t hereon Sally's Beac h Resort also known as Jabil's Beac h Resort in Marc h, 1965; Mactan W hite Beach Resort on January 15,1966 and Bevirlyn's Beach Resort on September 1, 1965. Suc h facts were admitted by petitioner spouses (Decision, Civil Case No. 23-L; Record on Appeal, p. 108). Moreover, the Court of Appeals in its resolution dated December 16,1981 found t hat the acts of petitioners, contemporaneous wit h the contract, clearly s how that an absolute deed of sale was intended by t he parties and not a contract to sell. Be that as it may, it is evident t hat when petitioners sold said land to t he Cabigas spouses, t hey were no longer owners of t he same and t he sale is null and void. II. Petitioners claim t hat when they sold the land to t he Cabigas spouses, t he contract of  sale was already rescinded.  Applying t he rationale of t he case of Taguba v. Vda.de Leon (supra) which is on all fours wit h the case at bar, t he contract of sale being absolute in nature is governed by  Article 1592 of t he Civil Code. It is undisputed t hat petitioners never notified private respondents Jabil by notarial act t hat they were rescinding t he contract, and neit her did they file a suit in court to rescind t he sale. The most that they were able to s how is a letter of Cipriano Amistad w ho, claiming to be an emissary of Jabil, informed t he Dignos spouses not to go to t he house of Jabil because t he latter had no money and furt her  advised petitioners to sell t he land in litigation to anot her party (Record on Appeal, p. 23). As correctly found by t he Court of Appeals, t here is no s howing that Amistad was properly aut horized by Jabil to make suc h extra-judicial rescission for t he latter who, on the contrary, vigorously denied having sent Amistad to tell petitioners t hat he was already waiving his rights to the land in question. Under Article 1358 of t he Civil Code, it is required t hat acts and contracts w hich have for t heir object t he extinguis hment of real rights over immovable property must appear in a public document. Petitioners laid considerable emp hasis on the fact that private respondent Jabil had no money on the stipulated date of payment on September 15,1965 and was able to raise the necessary amount only by mid-October 1965. It has been ruled, however, t hat "where time is not of t he essence of t he agreement, a slight delay on t he part of one party in t he performance of  his obligation is not a sufficient ground for t he rescission of t he agreement" ( Taguba v. Vda. de Leon, supra). Considering that private respondent has only a balance of P4,000.00 and was delayed in payment only for one mont h, equity and justice mandate as in t he aforecited case t hat Jabil be given an additional period wit hin which to complete payment of t he purchase price. WHEREFORE, the petition filed is hereby Dismissed for lack of merit and t he assailed decision of t he Court of Appeals is Affirmed in toto. SO ORDERED. Fernan (Chairman), Gutierrez, Jr., Feliciano and Cortes, JJ., concur. Footnotes * Penned by Justice Elias B. Asuncion and concurred by Justices P orfirio V. Sison and Vicente V. Mendoza. ** Penned by Judge Ramon E . Nazareno. The Lawphil Project - Arellano Law Foundation Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No. 107207 November 23, 1995 VIRGILIO R. ROMERO, petitioner, vs. HON. COURT OF APPEALS and ENRIQUETA CHUA VDA. DE ONGSIONG, respondents. VITUG, J.: The parties pose t his question: May t he vendor demand the rescission of a contract for  the sale of a parcel of land for a cause traceable to his own failure to have the squatters on the subject property evicted wit hin the contractually-stipulated period? Petitioner Virgilio R. Romero, a civil engineer, was engaged in t he business of  production, manufacture and exportation of perlite filter aids, permalite insulation and processed perlite ore. In 1988, petitioner and his foreign partners decided to put up a central ware house in Metro Manila on a land area of approximately 2,000 square meters. The project was made known to several freelance real estate brokers.  A day or so after the announcement, Alfonso Flores and his wife, accompanied by a broker, offered a parcel of land measuring 1,952 square meters. Located in Barangay San Dionisio, Parañaque, Metro Manila, t he lot was covered by TCT No. 361402 in t he name of private respondent Enriqueta C hua vda. deOngsiong. Petitioner visited t he property and, except for t he presence of squatters in t he area, he found the place suitable for a central ware house. Later, the Flores spouses called on petitioner wit h a proposal t hat should he advance the amount of P50,000.00 w hich could be used in taking up an ejectment case against the squatters, private respondent would agree to sell t he property for only P800.00 per  square meter. Petitioner expressed his concurrence. On 09 June 1988, a contract, denominated "Deed of Conditional Sale," was executed between petitioner and private respondent. The simply-drawn contract read: DEE D OF CON DI T IO   NAL SALE  KNOW ALL MEN BY THESE PRESENTS: This Contract, made and executed in t he Municipality of Makati, P hilippines this 9th day of June, 1988 by and between: ENRIQUET A CHUA VDA. DE ONGSIONG, of legal age, widow, Filipino and residing at 105 Simoun St., Quezon City, Metro Manila, hereinafter  referred to as the VENDOR; -andVIRGILIO R. ROMERO, married to Severina L. Lat, of Legal age, Filipino, and residing at 110 San Miguel St., Plainview Subd., Mandaluyong Metro Manila, hereinafter referred to as the VENDEE: WITNESSE T H : That WHEREAS, t he VENDOR is t he owner of One (1) parcel of land with a total area of ONE THOUSAND NINE HUNDRED FIF TY TWO (1,952) SQUARE METERS, more or less, located in Barrio San Dionisio, Municipality of Parañaque, Province of Rizal, covered by TCT No. 361402 issued by the Registry of Deeds of Pasig and m ore particularly described as follows: xxxxxxxxx WHEREAS, t he VENDEE, for (sic ) has offered to buy a parcel of land and the VENDOR has accepted the offer, subject to t he terms and conditions hereinafter stipulated: NOW, THEREFORE, for and in consideration of t he sum of ONE MILLION FIVE HUNDRED SIXTY ONE THOUSAND SIX HUNDRED PESOS (P1,561,600.00) ONLY, Philippine Currency, payable by VENDEE to in to (sic ) manner set fort h, the VENDOR agrees to sell to t he VENDEE, t heir heirs, successors, administrators, executors, assign, all her rights, titles and interest in and to t he property mentioned in the FIRST WHEREAS CLAUSE, subject to t he following terms and conditions: 1. That the sum of FIFTY THOUSAND PESOS (P50,000.00) ONLY Philippine Currency, is to be paid upon signing and ex ecution of this instrument. 2. The balance of the purchase price in the amount of ONE MILLION FIVE HUNDRED ELEVEN THOUSAND SIX HUNDRED PESOS (P1,511,600.00) ONLY shall be paid 45 days after the removal of all squatters from the above described property. 3. Upon full payment of t he overall purchase price as aforesaid, VENDOR wit hout necessity of demand shall immediately sign, execute, acknowledged (sic ) and deliver the corresponding deed of absolute sale in favor of the VENDEE free from all liens and encumbrances and all Real Estate taxes are all paid and updated. It is hereby agreed, covenanted and stipulated by and between the parties hereto that if  after 60 days from t he date of the signing of this contract the VENDOR shall not be able to remove the squatters from the property being purchased, the downpayment made by the buyer shall be returned/reimbursed by the VENDOR to t he VENDEE. That in t he event that the VENDEE shall not be able to pay the VENDOR the balance of  the purchase price of ONE MILLION FIVE HUNDRED ELEVEN THOUSAND SIX HUNDRED PESOS (P1,511,600.00) ONLY after 45 days from written notification to t he VENDEE of t he removal of the squatters from the property being purchased, the FIFTY THOUSAND PESOS (P50,000.00) previously paid as downpayment shall be forfeited in favor of the VENDOR. Expenses for the registration such as registration fees, documentary stamp, transfer f ee, assurances and such other fees and expenses as m ay be necessary to transfer the title to the name of t he VENDEE shall be for the account of the VENDEE while capital gains tax shall be paid by t he VENDOR. IN WITNESS WHEREOF, t he parties hereunto signed those (sic ) presents in the City of  Makati MM, Philippines on this 9th day of June, 1988. (Sgd.)(Sgd.) VIRGILIO R. ROMERO ENRIQUE T A CHUA VDA. DE ONGSIONG Vendee Vendor  SIGNED IN THE PRESENCE OF: (Sgd.)(Sgd.) Rowena C. Ongsiong Jack M. Cruz 1  Alfonso Flores, in be half of private respondent, fort hwith received and acknowledged a c heck for P50,000.00 2from petitioner. 3 Pursuant to t he agreement, private respondent filed a complaint for ejectment (Civil Case No. 7579) against Melc hor Musa and 29 ot her squatter families wit h the Metropolitan Trial Court of Parañaque. A few mont hs later, or on 21 February 1989,  judgment was rendered ordering t he defendants to vacate t he premises. The decision was handed down beyond t he 60-day period (expiring 09 August 1988) stipulated in t he contract. The writ of execution of t he judgment was issued, still later, on 30 Marc h 1989. In a letter, dated 07 April 1989, private respondent soug ht to return t he P50,000.00 s he received from petitioner since, s he said, s he could not "get rid of t he squatters" on t he lot. Atty. Sergio A.F. Apostol, counsel for petitioner, in his reply of 17 April 1989, refused the tender and stated:. Our client believes that with the exercise of reasonable diligence considering the favorable decision rendered by the Court and the writ of execution issued pursuant thereto, it is now possible to eject t he squatters from the premises of the subject property, for which reason, he proposes that he shall take it upon himself to eject t he squatters, provided, that expenses which shall be incurred by reason thereof shall be chargeable to 4 the purchase price of the land. Meanwhile, the Presidential Commission for t he Urban Poor ("PCUD"), t hrough its Regional Director for Luzon, Farley O. Viloria, asked t he Metropolitan Trial Court of  Parañaque for a grace period of 45 days from 21 April 1989 wit hin which to relocate and transfer the squatter families. Acting favorably on t he request, the court suspended t he enforcement of t he writ of execution accordingly. On 08 June 1989, Atty. Apostol reminded private respondent on t he expiry of t he 45-day grace period and his client's willingness to "underwrite t he expenses for t he execution of  the judgment and ejectment of t he occupants." 5 In his letter of 19 June 1989, Atty. Joaquin Yuseco, Jr., counsel for private respondent, advised Atty. Apostol t hat the Deed of Conditional Sale had been rendered null and void  by virtue of  his client's failure to evict t he squatters from t he premises wit hin the agreed 60-day period. He added t hat private respondent had "decided to retain t he property." 6 On 23 June 1989, Atty. Apostol wrote back to explain: The contract of sale between the parties was perfected from t he very moment that there was a meeting of t he minds of the parties upon the subject lot and the price in the amount of P1,561,600.00. Moreover, the contract had already been partially fulfilled and ex ecuted upon receipt of the downpayment of your client. Ms.Ongsiong is precluded from rejecting its binding effects relying upon her inability to eject t he squatters from the premises of  subject property during the agreed period. Suffice it to state that, the provision of t he Deed of Conditional Sale do not grant her the option or prerogative to rescind the contract and to retain t he property should she fail to comply wit h the obligation she has assumed under the contract. In fact, a perusal of t he terms and conditions of t he contract clearly shows that the right to rescind the contract and to demand the return/reimbursement of the downpayment is granted to our client for his protection. Instead, however, of availing himself of t he power to rescind t he contract and demand the return, reimbursement of the downpayment, our client had opted to take it upon himself to eject the squatters from the premises. Precisely, we refer you to our letters addressed to your client dated April 17, 1989 and June 8, 1989. Moreover, it is basic under t he law on contracts that the power to rescind is given to t he injured party. Undoubtedly, under t he circumstances, our client is t he injured party. Furthermore, your client has not complied wit h her obligation under their contract in good faith. It is undeniable t hat Ms.Ongsiong deliberately refused to exert efforts to eject the squatters from the premises of the subject property and her decision to retain t he property was brought about by the sudden increase in the value of realties in t he surrounding areas. Please consider this letter as a tender of payment to your client and a demand to execute 7 the absolute Deed of Sale.  A few days later (or on 27 June 1989), private respondent, prompted by petitioner's continued refusal to accept t he return of t he P50,000.00 advance payment, filed wit h the Regional Trial Court of Makati, Branc h 133, Civil Case No. 89-4394 for rescission of t he deed of "conditional" sale, plus damages, and for t he consignation of P50,000.00 cas h. Meanwhile, on 25 August 1989, t he Metropolitan Trial Court issued an alias writ of  execution in Civil Case No. 7579 on motion of private respondent but t he squatters apparently still stayed on. Back to Civil Case No. 89-4394, on 26 June 1990, t he Regional Trial Court of Makati 8 rendered decision holding that private respondent had no right to rescind t he contract since it was s he who "violated her obligation to eject t he squatters from t he subject property" and t hat petitioner, being t he injured party, was t he party who could, under   Article 1191 of t he Civil Code, rescind t he agreement. The court ruled that the provisions in t he contract relating to (a) t he return/reimbursement of t he P50,000.00 if  the vendor were to fail in her obligation to free t he property from squatters wit hin the stipulated period or (b), upon t he other hand, the sum's forfeiture by t he vendor if t he vendee were to fail in paying t he agreed purchase price, amounted to "penalty clauses". The court added: This Court is not convinced of t he ground relied upon by the plaintiff in seeking t he rescission, namely: (1) he (sic ) is afraid of t he squatters; and (2) she has spent so much to eject them from the premises (p. 6, tsn, ses. Jan. 3, 1990). Militating against her  profession of good faith is plaintiffs conduct which is not in accord wit h the rules of fair  play and justice. Notably, she caused the issuance of an alias writ of execution on August 25, 1989 (Exh. 6) in the ejectment suit which was almost two months after she filed the complaint before this Court on June 27, 1989. If s he were really afraid of t he squatters, then she should not have pursued the issuance of an alias writ of execution. Besides, she did not even report to the police the alleged phone threats from the squatters. To the 9 mind of the Court, t he so-called squatter factor is simply factuitous (sic ). The lower court, accordingly, dismissed t he complaint and ordered, instead, private respondent to eject or cause t he ejectment of t he squatters from t he property and to execute t he absolute deed of conveyance upon payment of t he full purchase price by petitioner. Private respondent appealed to t he Court of Appeals. On 29 May 1992, t he appellate court rendered its decision. 10 It opined that the contract entered into by t he parties was subject to a resolutory condition, i .e., the ejectment of t he squatters from t he land, the non-occurrence of w hich resulted in t he failure of t he object of t he contract; that private respondent substantially complied wit h her obligation to evict t he squatters; t hat it was petitioner who was not ready to pay t he purchase price and fulfill his part of t he contract, and that the provision requiring a mandatory return/reimbursement of t he P50,000.00 in case private respondent would fail to eject t he squatters wit hin the 60-day period was not a penal clause. Thus, it concluded. WHEREFORE, t he decision appealed from is REVERSED and SE T ASIDE, and a new one entered declaring the contract of conditional sale dated June 9, 1988 cancelled and ordering the defendant-appellee to accept the return of t he downpayment in the amount 11 of P50,000.00 which was deposited in the court below. No pronouncement as to costs. Failing to obtain a reconsideration, petitioner filed t his petition for review on certiorari  raising issues t hat, in fine, center on t he nature of t he contract adverted to and t he P50,000.00 remittance made by petitioner.  A perfected contract of sale may eit her be absolute or conditional 12depending on whether the agreement is devoid of, or subject to, any condition imposed on t he passing  of title of t he thing to be conveyed or on t he obligation of a party t hereto. W hen ownership is retained until t he fulfillment of a positive condition t he breach of the condition will simply prevent t he duty to convey title from acquiring an obligatory force. If  the condition is imposed on an obligation of a party which is not complied wit h, the other   party may either refuse to proceed or waive said condition (Art. 1545, Civil Code). W here, of course, t he condition is imposed upon t he perfection of the contract itself, t he failure of suc h condition would prevent t he juridical relation itself from coming into existence. 13 In determining the real character of t he contract, t he title given to it by t he parties is not as much significant as its substance. For example, a deed of sale, alt hough denominated as a deed of conditional sale, may be treated as absolute in nature, if title to the property sold is not reserved in t he vendor or if t he vendor is not granted t he right to unilaterally rescind t he contract predicated on the fulfillment or non-fulfillment, as t he case may be, of t he prescribed condition. 14 The term "condition" in t he context of a perfected contract of sale pertains, in reality, to the compliance by one party of an undertaking t he fulfillment of which would beckon, in turn, the demandability of t he reciprocal prestation of t he other party. The reciprocal obligations referred to would normally be, in t he case of vendee, t he payment of t he agreed purchase price and, in t he case of the vendor, the fulfillment of certain express warranties (which, in the case at benc h is the timely eviction of t he squatters on t he property). It would be futile to c hallenge the agreement here in question as not being a duly perfected contract. A sale is at once perfected w hen a person (t he seller) obligates himself, for a price certain, to deliver and to transfer owners hip of a specified t hing or  right to anot her (the buyer) over which the latter agrees. 15 The object of t he sale, in t he case before us, was specifically identified to be a 1,952square meter lot in San Dionisio, Parañaque, Rizal, covered by Transfer Certificate of  Title No. 361402 of t he Registry of Deeds for Pasig and t herein technically described. The purchase price was fixed at P1,561,600.00, of w hich P50,000.00 was to be paid upon the execution of t he document of sale and t he balance of P1,511,600.00 payable "45 days after t he removal of all squatters from t he above described property." From the moment the contract is perfected, t he parties are bound not only to t he fulfillment of what has been expressly stipulated but also to all t he consequences w hich, according to t heir nature, may be in keeping wit h good faith, usage and law. Under t he agreement, private respondent is obligated to evict t he squatters on t he property. The ejectment of t he squatters is a condition the operative act of w hich sets into motion t he period of compliance by petitioner of  his own obligation, i .e., to pay t he balance of t he purchase price. Private respondent's failure "to remove t he squatters from t he property" within the stipulated period gives petitioner t he right to eit her refuse to proceed wit h the agreement or waive t hat condition in consonance wit h Article 1545 of t he Civil Code. 16 This option clearly belongs to petitioner and not to private respondent. We share the opinion of t he appellate court t hat the undertaking required of private respondent does not constitute a "potestative condition dependent solely on his will" that might, otherwise, be void in accordance wit h Article 1182 of t he Civil Code 17 but a "mixed" condition "dependent not on t he will of t he vendor alone but also of t hird persons like the squatters and government agencies and personnel concerned." 18 We must hasten to add, however, that where the so-called "potestative condition" is imposed not on t he birth of the obligation but on its fulfillment, only t he obligation is avoided, leaving unaffected t he obligation itself. 19 In contracts of sale particularly, Article 1545 of t he Civil Code, aforementioned, allows the obligee to c hoose between proceeding wit h the agreement or waiving t he performance of t he condition. It is t his provision which is the pertinent rule in t he case at bench. Here, evidently, petitioner  has waived the performance of t he condition imposed on private respondent to free t he property from squatters. 20 In any case, private respondent's action for rescission is not warranted. S he is not t he injured party. 21 The right of resolution of a party to an obligation under Article 1191 of  the Civil Code is predicated on a breac h of faith by the other party that violates t he reciprocity between t hem. 22 It is private respondent w ho has failed in her obligation under the contract. Petitioner did not breac h the agreement. He has agreed, in fact, to shoulder the expenses of t he execution of t he judgment in t he ejectment case and to make arrangements wit h the sheriff to effect suc h execution. In his letter of 23 June 1989, counsel for petitioner  has tendered payment and demanded fort hwith the execution of t he deed of absolute sale. Parent hetically, t his offer to pay, having been made prior to t he demand for rescission, assuming for t he sake of argument t hat such a demand is proper under Article 1592 23 of the Civil Code, would likewise suffice to defeat private respondent's prerogative to rescind t hereunder. There is no need to still belabor t he question of whether the P50,000.00 advance payment is reimbursable to petitioner or forfeitable by private respondent, since, on t he basis of our foregoing conclusions, t he matter has ceased to be an issue. Suffice it to say that petitioner  having opted to proceed wit h the sale, neit her may petitioner demand its reimbursement from private respondent nor may private respondent subject it to forfeiture. WHEREFORE, the questioned decision of t he Court of Appeals is hereby REVERSED  AND SET ASIDE, and anot her is entered ordering petitioner to pay private respondent the balance of t he purchase price and t he latter to execute t he deed of absolute sale in favor of petitioner. No costs. SO ORDERED. Feliciano, Romero, Melo and Panganiban, JJ., concur. Footnotes 1 Records, pp. 60-61. 2 Exh. 9. 3 Exh. 2. 4 Records, p. 116. 5 Exh.8-B. 6 Exh. D. 7 Records, pp. 74-75. 8 Presided by Judge Buenaventura J. Guerrero. 9 Records, p. 205. 10 Penned by Associate Justice Fermin A. Martin, Jr. and concurred in by Associate Justices Emeterio C. Cui and Cezar D. Francisco. 11 Rollo, p. 46. 12 Art.1458, second paragraph, Civil Code of t he Philippines. 13 See Ang Yu Asuncion, et al., vs. Court of Appeals, 238 SCRA 602. 14 I bid ., Vol. V, p. 3 citing Dignos v. Court of Appeals, No. L-59266, February 29, 1988, 158 SCRA 375. 15 Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of t he contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. 16 Art. 1545. W here the obligation of either party to a contract of sale i s subject to any condition which is not performed, such party may refuse to proceed with the contract or  he may waive performance of t he condition. If t he other party has promised that the condition should happen or be performed, such first mentioned party may also treat the nonperformance of the condition as a breach of warranty. Where the ownership in the thing has not passed, the buyer may treat the fulfillment by the seller of  his obligation to deliver t he same as described and as warranted expressly or by implication in t he contract of sale as a condition of the obligation of t he buyer to perform his promise to accept and pay for t he thing. 17 Art. 1182. W hen the fulfillment of t he condition depends upon the sole will of t he debtor, the conditional obligation shall be void. If it depends upon chance or upon the will of a third person, the obligation shall take effect in conformity with the provisions of this Code. 18 Decision, p. 17. 19 See Osmeña vs. Rama, 14 Phil. 99. 20 See: Intestate Estate of t he Late Ricardo P. Presbitero, Sr. v. Court of Appeals, 217 SCRA 372. 21 In Boysaw v. Interphil. Promotions, Inc. (148 SCRA 635, 643), t he Court has said: "The power to rescind is given to t he injured party. 'W here the plaintiff is t he party who did not perform the undertaking which he was bound by the terms of t he agreement to perform, he is not entitled to insist upon t he performance of the contract by the defendant, or recover damages by reason of his own breach.'" 22 Deiparine, Jr. v. Court of Appeals, 221 SCRA 503, 513 citing Universal Food Corporation v. Court of Appeals, 33 SCRA 1. 23 See Ocampo v. Court of Appeals, supra. Art. 1592 states: "In t he sale of immovable property, even though it may have been stipulated that upon failure to pay t he price at the time agreed upon the rescission of the contract shall of rig ht take place, t he vendee may pay, even after the expiration of the period, as long as no demand f or rescission of the contract has been made upon him eit her judicially or by a notarial act. After t he demand, the court may not grant him a new term." The Lawphil Project - Arellano Law Foundation Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No. 103577 October 7, 1996 ROMULO A. CORONEL, ALARICO A. CORONEL, ANNETTE A. CORONEL, ANNABELLE C. GONZALES (for herself and on behalf of Florida C. Tupper, as attorney-in-fact), CIELITO A. CORONEL, FLORAIDA A. ALMONTE, and CATALINA BALAIS MABANAG,  petitioners, vs. THE COURT OF APPEALS, CONCEPCION D. ALCARAZ, and RAMONA PATRICIA ALCARAZ, assisted by GLORIA F. NOEL as attorney-in-fact, respondents. MELO, J.: p The petition before us has its roots in a complaint for specific performance to compel herein petitioners (except t he last named, Catalina BalaisMabanag) to consummate t he sale of a parcel of land wit h its improvements located along Roosevelt Avenue in Quezon City entered into by t he parties sometime in January 1985 for t he price of  P1,240,000.00. The undisputed facts of t he case were summarized by respondent court in t his wise: On January 19, 1985, defendants-appellants Romulo Coronel, et al. (hereinafter referred to as Coronels) executed a document entitled "Receipt of Down Payment" (Exh. "A") in favor of plaintiff Ramona Patricia Alcaraz ( hereinafter referred to as Ramona) which is reproduced hereunder: RECEIP T OF DOWN PAYMENT P1,240,000.00 ² Total amount 50,000 ² Down payment ²²²²²²²²²²² P1,190,000.00 ² Balance Received from Miss Ramona Patricia Alcaraz of 146 Timog, Quezon City, the sum of  Fifty Thousand Pesos purchase price of our inherited house and lot, covered by TCT No. 119627 of the Registry of Deeds of Quezon City, in t he total amount of P1,240,000.00. We bind ourselves to effect t he transfer in our names from our deceased father, Constancio P. Coronel, the transfer certificate of title immediately upon receipt of the down payment above-stated. On our presentation of t he TCT already in or name, We will immediately execute the deed of absolute sale of said property and Miss Ramona Patricia Alcaraz shall immediately pay the balance of the P1,190,000.00. Clearly, the conditions appurtenant to the sale are the following: 1. Ramona will make a down payment of Fifty execution of the document aforestated; Thousand (P50,000.00) Pesos upon 2. The Coronels will cause t he transfer in t heir names of t he title of t he property registered in the name of their deceased father upon receipt of the Fifty Thousand (P50,000.00) Pesos down payment; 3. Upon the transfer in their names of the subject property, the Coronels will execute the deed of absolute sale in favor of Ramona and the latter will pay t he former t he whole balance of One Million One Hundred Ninety Thousand (P1,190,000.00) Pesos. On the same date (January 15, 1985), plaintiff-appellee Concepcion D. Alcaraz (hereinafter referred to as Concepcion), m other of Ramona, paid the down payment of  Fifty Thousand (P50,000.00) Pesos (Exh. "B", Ex h. "2"). On February 6, 1985, t he property originally registered in t he name of the Coronels' father was transferred in their names under TCT No. 327043 (Exh. "D"; Exh. "4") On February 18, 1985, the Coronels sold the property covered by TCT No. 327043 to intervenor-appellant Catalina B. Mabanag (hereinafter referred to as Catalina) f or One Million Five Hundred Eighty Thousand (P1,580,000.00) Pesos after the latter has paid Three Hundred Thousand (P300,000.00) Pesos (Exhs. "F-3"; Ex h. "6-C") For this reason, Coronels canceled and rescinded the contract (Exh. "A") wit h Ramona by depositing the down payment paid by Concepcion in the bank in trust for Ramona Patricia Alcaraz . On February 22, 1985, Concepcion, et al., filed a complaint for specific performance against the Coronels and caused the annotation of a notice of lispendensat the back of  TCT No. 327403 (Exh. "E"; Ex h. "5"). On April 2, 1985, Catalina caused the annotation of a notice of adverse claim covering the same property with the Registry of Deeds of Quezon City (Exh. "F"; Ex h. "6"). On April 25, 1985, t he Coronels executed a Deed of Absolute Sale over the subject property in favor of Catalina (Exh. "G"; Ex h. "7"). On June 5, 1985, a new title over the subject property was issued in the name of Catalina under TCT No. 351582 (Exh. "H"; Ex h. "8"). (Rollo, pp. 134-136) In the course of t he proceedings before t he trial court (Branc h 83, RTC, Quezon City) the parties agreed to submit t he case for decision solely on t he basis of documentary exhibits. Thus, plaintiffs t herein (now private respondents) proffered t heir documentary evidence accordingly marked as Ex hibits "A" through "J", inclusive of t heir  corresponding submarkings. Adopting t hese same exhibits as their own, t hen defendants (now petitioners) accordingly offered and marked t hem as Exhibits "1" through "10", likewise inclusive of t heir corresponding submarkings. Upon motion of t he parties, the trial court gave t hem thirty (30) days wit hin which to simultaneously submit their respective memoranda, and an additional 15 days wit hin which to submit their  corresponding comment or reply t hereof, after which, the case would be deemed submitted for resolution. On April 14, 1988, t he case was submitted for resolution before Judge Reynaldo Roura, who was then temporarily detailed to preside over Branc h 82 of the RTC of Quezon City. On Marc h 1, 1989, judgment was handed down by Judge Roura from his regular  bench at Macabebe, Pampanga for t he Quezon City branc h, disposing as follows: WHEREFORE, judgment for specific performance is hereby rendered ordering defendant to execute in favor of plaintiffs a deed of absolute sale covering that parcel of land embraced in and covered by Transfer Certificate of  Title No. 327403 (now TCT No. 331582) of the Registry of Deeds for Quezon City, together with all the improvements existing thereon free from all liens and encumbrances, and once accomplished, to immediately deliver the said document of sale to plaintiffs and upon receipt t hereof, the said document of sale to plaintiffs and upon receipt t hereof, the plaintiffs are ordered to pay defendants the whole balance of the purchase price amounting to P1,190,000.00 in cash. Transfer Certificate of Title No. 331582 of t he Registry of Deeds for Quezon City in the name of intervenor is hereby canceled and declared to be without force and effect. Defendants and intervenor and all other persons claiming under them are hereby ordered to vacate the subject property and deliver possession thereof to plaintiffs. Plaintiffs' claim for damages and attorney's fees, as well as t he counterclaims of defendants and intervenors are hereby dismissed. No pronouncement as to costs. So Ordered. Macabebe, Pampanga for Quezon City, March 1, 1989. (Rollo, p. 106)  A motion for reconsideration was filed by petitioner before t he new presiding judge of  the Quezon City R TC but the same was denied by Judge Estrella T. Estrada, t husly: The prayer contained in t he instant motion, i .e., to annul the decision and to render anew decision by the undersigned Presiding Judge should be denied for the following reasons: (1) The instant case became submitted for decision as of April 14, 1988 when the parties terminated the presentation of their respective documentary evidence and when the Presiding Judge at that time was Judge Reynaldo Roura. The fact that they were allowed to file memoranda at some future date did not c hange the fact that the hearing of the case was terminated before Judge Roura and therefore the same should be submitted to him for decision; (2) W hen the defendants and intervenor did not object to t he authority of  Judge Reynaldo Roura to decide the case prior to t he rendition of the decision, when they met for t he first time before the undersigned Presiding Judge at the hearing of a pending incident in Civil Case No. Q-46145 on November 11, 1988, they were deemed to have acquiesced thereto and they are now estopped from questioning said authority of  Judge Roura after they received the decision in question which happens to be adverse to them; (3) W hile it is true t hat Judge Reynaldo Roura was merely a Judge-on-detail at this Branch of the Court, he was in all respects t he Presiding Judge with full authority to act on any pending incident submitted before this Court during his incumbency. W hen he returned to his Official Station at Macabebe, Pampanga, he did not lose his authority to decide or resolve such cases submitted to him for decision or resolution because he continued as Judge of the Regional Trial Court and is of co-equal rank wit h the undersigned Presiding Judge. The standing rule and supported by jurisprudence is that a Judge to whom a case is submitted for decision has the authority to decide t he case notwit hstanding his transfer to anot her branch or region of the same court (Sec. 9, Rule 135, Rule of Court). Coming now to the twin prayer for reconsideration of the Decision dated March 1, 1989 rendered in the instant case, resolution of which now pertains to the undersigned Presiding Judge, after a meticulous examination of the documentary evidence presented by the parties, she is convinced that the Decision of March 1, 1989 is supported by evidence and, therefore, should not be disturbed. IN VIEW OF THE FOREGOING, t he "Motion for Reconsideration and/or to Annul Decision and Render Anew Decision by the Incumbent Presiding Judge" dated March 20, 1989 is hereby DENIED. SO ORDERED. Quezon City, Philippines, July 12, 1989. (Rollo, pp. 108-109) Petitioners t hereupon interposed an appeal, but on December 16, 1991, t he Court of   Appeals (Buena, Gonzaga-Reyes, Abad Santos (P), JJ.) rendered its decision fully agreeing wit h the trial court. Hence, the instant petition w hich was filed on Marc h 5, 1992. The last pleading, private respondents' Reply Memorandum, was filed on September 15, 1993. The case was, however, re-raffled to undersigned ponenteonly on August 28, 1996, due to t he voluntary inhibition of the Justice to w hom the case was last assigned. W hile we deem it necessary to introduce certain refinements in t he disquisition of  respondent court in t he affirmance of t he trial court's decision, we definitely find t he instant petition bereft of merit. The heart of the controversy which is the ultimate key in t he resolution of t he other  issues in t he case at bar is t he precise determination of t he legal significance of t he document entitled "Receipt of Down Payment" w hich was offered in evidence by bot h parties. There is no dispute as to t he fact that said document embodied t he binding contract between Ramona Patricia Alcaraz on t he one hand, and t he heirs of  Constancio P. Coronel on t he other, pertaining to a particular  house and lot covered by TCT No. 119627, as defined in Article 1305 of t he Civil Code of t he Philippines which reads as follows:  Art. 1305. A contract is a meeting of minds between two persons w hereby one binds himself, wit h respect to the other, to give something or to render some service. W hile, it is the position of private respondents t hat the "Receipt of Down Payment" embodied a perfected contract of sale, w hich perforce, t hey seek to enforce by means of an action for specific performance, petitioners on t heir part insist t hat what the document signified was a mere executory contract to sell, subject to certain suspensive conditions, and because of t he absence of Ramona P. Alcaraz, w ho left for t he United States of America, said contract could not possibly ripen into a contract absolute sale. Plainly, such variance in t he contending parties' contentions is broug ht about by t he way each interprets t he terms and/or conditions set fort h in said private instrument. Wit hal, based on whatever relevant and admissible evidence may be available on record, t his, Court, as were t he courts below, is now called upon to adjudge w hat the real intent of  the parties was at t he time the said document was executed. The Civil Code defines a contract of sale, t hus:  Art. 1458. By t he contract of sale one of t he contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor  a price certain in money or its equivalent. Sale, by its very nature, is a consensual contract because it is perfected by mere consent. The essential elements of a contract of sale are t he following: a) Consent or meeting of t he 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 this definition, a Contract to Sell may not be considered as a Contract of Sale because t he first essential element is lacking. In a contract to sell, t he prospective seller  explicity reserves t he transfer of title to t he prospective buyer, meaning, t he prospective seller does not as yet agree or consent to transfer owners hip of t he property subject of  the contract to sell until t he happening of an event, w hich for present purposes we s hall take as the full payment of t he purchase price. W hat the seller agrees or obliges himself  to do is to fulfillis promise to sell t he subject property w hen the entire amount of t he purchase price is delivered to him. In other words the full payment of t he purchase price partakes of a suspensive condition, t he non-fulfillment of which prevents t he obligation to sell from arising and t hus, ownership is retained by t he prospective seller wit hout further remedies by t he prospective buyer. In Roque vs. Lapuz (96 SCRA 741 [1980]), this Court had occasion to rule: Hence, We hold that the contract between the petitioner and t he respondent was a contract to sell where the ownership or title is retained by t he seller and is not to pass until the full payment of t he price, such payment being a positive suspensive condition and failure of which is not a breach, casual or serious, but simply an event t hat prevented the obligation of the vendor to convey title from acquiring binding force. Stated positively, upon t he fulfillment of t he suspensive condition w hich is the full payment of the purchase price, t he prospective seller's obligation to sell t he subject property by entering into a contract of sale wit h the prospective buyer becomes demandable as provided in Article 1479 of t he Civil Code w hich states:  Art. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.  An accepted unilateral promise to buy or to sell a determinate t hing for a price certain is binding upon the promissor if the promise is supported by a consideration distinct from the price.  A contract to sell may t hus be defined as a bilateral contract w hereby the prospective seller, while expressly reserving t he ownership of t he subject property despite delivery thereof to t he prospective buyer, binds himself to sell the said property exclusively to t he prospective buyer upon fulfillment of t he condition agreed upon, t hat is, full payment of  the purchase price.  A contract to sell as defined hereinabove, may not even be considered as a conditional contract of sale w here the seller may likewise reserve title to t he property subject of t he sale until t he fulfillment of a suspensive condition, because in a conditional contract of  sale, the first element of consent is present, alt hough it is conditioned upon t he happening of a contingent event w hich may or may not occur. If t he suspensive condition is not fulfilled, t he perfection of t he contract of sale is completely abated ( cf. Homesite and housing Corp. vs. Court of Appeals, 133 SCRA 777 [1984]). However, if  the suspensive condition is fulfilled, t he contract of sale is t hereby perfected, suc h that if  there had already been previous delivery of t he property subject of t he sale to t he buyer, ownership thereto automatically transfers to t he buyer by operation of law wit hout any further act having to be performed by t he seller. In a contract to sell, upon t he fulfillment of t he suspensive condition w hich is the full payment of the purchase price, owners hip will not automatically transfer to t he buyer  although the property may have been previously delivered to him. The prospective seller still has to convey title to t he prospective buyer by entering into a contract of  absolute sale. It is essential to distinguis h between a contract to sell and a conditional contract of sale specially in cases w here the subject property is sold by t he owner not to t he party t he seller contracted wit h, but to a t hird person, as in t he case at benc h. In a contract to sell, there being no previous sale of t he property, a t hird person buying suc h property despite the fulfillment of t he suspensive condition suc h as the full payment of t he purchase price, for instance, cannot be deemed a buyer in bad fait h and the prospective buyer cannot seek t he relief of reconveyance of t he property. There is no double sale in such case. Title to the property will transfer to t he buyer after registration because t here is no defect in t he owner-seller's title per se, but t he latter, of course, may be used for  damages by t he intending buyer. In a conditional contract of sale, however, upon t he fulfillment of t he suspensive condition, t he sale becomes absolute and t his will definitely affect t he seller's title thereto. In fact, if t here had been previous delivery of t he subject property, t he seller's ownership or title to t he property is automatically transferred to t he buyer suc h that, the seller will no longer  have any title to transfer to any t hird person. Applying Article 1544 of the Civil Code, suc h second buyer of t he property who may have had actual or  constructive knowledge of suc h defect in t he seller's title, or at least was c harged with the obligation to discover suc h defect, cannot be a registrant in good fait h. Such second buyer cannot defeat t he first buyer's title. In case a title is issued to t he second buyer, the first buyer may seek reconveyance of t he property subject of t he sale. With the above postulates as guidelines, we now proceed to t he task of decip hering the real nature of t he contract entered into by petitioners and private respondents. It is a canon in t he interpretation of contracts t hat the words used t herein should be given their natural and ordinary meaning unless a tec hnical meaning was intended ( Tan vs. Court of Appeals, 212 SCRA 586 [1992]). Thus, when petitioners declared in t he said "Receipt of Down Payment" t hat they ² Received from Miss Ramona Patricia Alcaraz of 146 Timog, Quezon City, the sum of  Fifty Thousand Pesos purchase price of our inherited house and lot , covered by TCT No. 1199627 of the Registry of Deeds of Quezon City, in t he total amount of P1,240,000.00. without any reservation of title until full payment of t he entire purc hase price, t he natural and ordinary idea conveyed is t hat they sold their property. W hen the "Receipt of Down Payment" is considered in its entirety, it becomes more manifest that there was a clear intent on t he part of petitioners to transfer title to t he buyer, but since t he transfer certificate of title was still in t he name of petitioner's fat her, they could not fully effect suc h transfer alt hough the buyer was t hen willing and able to immediately pay t he purchase price. Therefore, petitioners-sellers undertook upon receipt of t he down payment from private respondent Ramona P. Alcaraz, to cause t he issuance of a new certificate of title in t heir names from t hat of their father, after which, they promised to present said title, now in t heir names, to t he latter and to execute t he deed of absolute sale w hereupon, t he latter shall, in turn, pay t he entire balance of t he purchase price. The agreement could not have been a contract to sell because t he sellers herein made no express reservation of ownership or title to the subject parcel of land . Furthermore, the circumstance which prevented the parties from entering into an absolute contract of  sale pertained to t he sellers t hemselves (the certificate of title was not in t heir names) and not the full payment of t he purchase price. Under t he establis hed facts and circumstances of t he case, the Court may safely presume t hat, had the certificate of title been in the names of petitioners-sellers at t hat time, t here would have been no reason why an absolute contract of sale could not there and then. have been executed and consummated rig ht Moreover, unlike in a contract to sell, petitioners in t he case at bar did not merely promise to sell t he properly to private respondent upon t he fulfillment of t he suspensive condition. On t he contrary, having already agreed to sell t he subject property, t hey undertook to have the certificate of title c hanged to t heir names and immediately thereafter, to execute t he written deed of absolute sale. Thus, the parties did not merely enter into a contract to sell w here the sellers, after  compliance by t he buyer wit h certain terms and conditions, promised to sell t he property to the latter. W hat may be perceived from t he respective undertakings of t he parties to the contract is t hat petitioners had already agreed to sell t he house and lot t hey inherited from t heir father, completely willing to transfer full owners hip of the subject house and lot to t he buyer if t he documents were t hen in order. It just happened, however, t hat the transfer certificate of title was t hen still in t he name of t heir father. It was more expedient to first effect t he change in the certificate of title so as to bear t heir  names. That is why they undertook to cause t he issuance of a new transfer of t he certificate of title in t heir names upon receipt of t he down payment in t he amount of  P50,000.00. As soon as t he new certificate of title is issued in t heir names, petitioners were committed to immediately execute t he deed of absolute sale. Only t hen will the obligation of t he buyer to pay t he remainder of t he purchase price arise. There is no doubt t hat unlike in a contract to sell w hich is most commonly entered into so as to protect t he seller against a buyer w ho intends to buy t he property in installment by withholding owners hip over t he property until t he buyer effects full payment t herefor, in the contract entered into in t he case at bar, t he sellers were t he one who were unable to enter into a contract of absolute sale by reason of t he fact that the certificate of title to the property was still in t he name of t heir father. It was the sellers in t his case who, as it were, had the impediment which prevented, so to speak, t he execution of an contract of  absolute sale. W hat is clearly establis hed by t he plain language of t he subject document is t hat when the said "Receipt of Down Payment" was prepared and signed by petitioners Romeo A. Coronel, et al., t he parties had agreed to a conditional contract of sale, consummation of which is subject only to t he successful transfer of t he certificate of title from t he name of petitioners' fat her, Constancio P. Coronel, to t heir names. The Court significantly notes t his suspensive condition was, in fact, fulfilled on February 6, 1985 (Exh. "D"; Exh. "4"). Thus, on said date, t he conditional contract of sale between petitioners and private respondent Ramona P. Alcaraz became obligatory, t he only act required for t he consummation t hereof being the delivery of t he property by means of  the execution of t he deed of absolute sale in a public instrument, w hich petitioners unequivocally committed t hemselves to do as evidenced by t he "Receipt of Down Payment."  Article 1475, in correlation wit h Article 1181, bot h of the Civil Code, plainly applies to t he case at benc h. Thus,  Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of t he contract and upon the price. From the moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts.  Art. 1181. In conditional obligations, t he acquisition of rig hts, as well as t he extinguishment or loss of those already acquired, shall depend upon the happening of the event which constitutes the condition. Since the condition contemplated by t he parties which is the issuance of a certificate of  title in petitioners' names was fulfilled on February 6, 1985, t he respective obligations of  the parties under t he contract of sale became mutually demandable, t hat is, petitioners, as sellers, were obliged to present t he transfer certificate of title already in t heir names to private respondent Ramona P. Alcaraz, t he buyer, and to immediately execute t he deed of absolute sale, w hile the buyer on her part, was obliged to fort hwith pay the balance of t he purchase price amounting to P1,190,000.00. It is also significant to note t hat in the first paragrap h in page 9 of t heir petition, petitioners conclusively admitted t hat: 3. The petitioners-sellers Coronel bound themselves "to effect the transfer in our names from our deceased father Constancio P. Coronel, the transfer certificate of title immediately upon receipt of the downpayment above-stated". The sale was still subject to this suspensive condition. (Emphasis supplied.) (Rollo, p. 16) Petitioners t hemselves recognized t hat they entered into a contract of sale subject to a suspensive condition. Only, t hey contend, continuing in t he same paragraph, that: . . . Had petitioners-sellers not complied with this condition of first transferring the title to the property under their names, there could be no perfected contract of sale. (Emphasis supplied.) (I bid .) not aware t hat they set their own trap for t hemselves, for Article 1186 of t he Civil Code expressly provides t hat:  Art. 1186. The condition shall be deemed fulfilled when the obligor voluntarily prevents its fulfillment. Besides, it s hould be stressed and emp hasized that what is more controlling t han these mere hypothetical arguments is t he fact t hat the condition herein referred to was actually and indisputably fulfilled on February 6, 1985 , when a new title was issued in the names of petitioners as evidenced by TCT No. 327403 (Exh. "D"; Exh. "4"). The inevitable conclusion is t hat on January 19, 1985, as evidenced by t he document denominated as "Receipt of Down Payment" (Ex h. "A"; Exh. "1"), the parties entered into a contract of sale subject only to t he suspensive condition t hat the sellers shall effect the issuance of new certificate title from t hat of their father's name to t heir names and that, on February 6, 1985, t his condition was fulfilled (Ex h. "D"; Exh. "4"). We, therefore, hold that, in accordance wit h Article 1187 which pertinently provides ²  Art. 1187. The effects of conditional obligation to give, once the condition has been fulfilled, shall retroact to t he day of the constitution of t he obligation . . . In obligation to do or not to do, the courts shall determine, in each case, the retroactive effect of the condition that has been complied with. the rights and obligations of t he parties wit h respect to t he perfected contract of  sale became mutually due and demandable as of t he time of fulfillment or  occurrence of t he suspensive condition on February 6, 1985. As of t hat point in time, reciprocal obligations of bot h seller and buyer arose. Petitioners also argue t here could been no perfected contract on January 19, 1985 because t hey were t hen not yet t he absolute owners of t he inherited property. We cannot sustain t his argument.  Article 774 of t he Civil Code defines Succession as a mode of transferring owners hip as follows:  Art. 774. Succession is a mode of acquisition by virtue of w hich the property, rights and obligations to be extent and value of t he inheritance of a person are transmitted through his death to another or others by his will or by operation of law. Petitioners-sellers in t he case at bar being t he sons and daug hters of the decedent Constancio P. Coronel are compulsory heirs who were called to succession by operation of law. Thus, at the point their father drew his last breath, petitioners stepped into his shoes insofar as t he subject property is concerned, suc h that any rig hts or obligations pertaining t hereto became binding and enforceable upon t hem. It is expressly provided t hat rights to the succession are transmitted from t he moment of deat h of the decedent (Article 777, Civil Code; Cuison vs. Villanueva, 90 P hil. 850 [1952]). Be it also noted t hat petitioners' claim t hat succession may not be declared unless t he creditors have been paid is rendered moot by t he fact t hat they were able to effect t he transfer of t he title to t he property from t he decedent's name to t heir names on February 6, 1985.  Aside from this, petitioners are precluded from raising t heir supposed lack of capacity to enter into an agreement at t hat time and t hey cannot be allowed to now take a posture contrary to t hat which they took when they entered into t he agreement wit h private respondent Ramona P. Alcaraz. The Civil Code expressly states t hat:  Art. 1431. Through estoppel an admission or representation is rendered conclusive upon the person making it, and cannot be denied or disproved as against the person relying thereon. Having represented t hemselves as the true owners of t he subject property at t he time of sale, petitioners cannot claim now t hat they were not yet t he absolute owners thereof at that time. Petitioners also contend t hat although there was in fact a perfected contract of sale between t hem and Ramona P. Alcaraz, t he latter breac hed her reciprocal obligation when she rendered impossible t he consummation t hereof by going to t he United States of America, wit hout leaving her address, telep hone number, and Special Power of   Attorney (Paragraphs 14 and 15, Answer wit h Compulsory Counterclaim to t he  Amended Complaint, p. 2; Rollo, p. 43), for w hich reason, so petitioners conclude, t hey were correct in unilaterally rescinding rescinding t he contract of sale. We do not agree wit h petitioners that there was a valid rescission of t he contract of sale in the instant case. We note t hat these supposed grounds for petitioners' rescission, are mere allegations found only in t heir responsive pleadings, w hich by express provision of  the rules, are deemed controverted even if no reply is filed by t he plaintiffs (Sec. 11, Rule 6, Revised Rules of Court). The records are absolutely bereft of any supporting evidence to substantiate petitioners' allegations. We have stressed time and again t hat allegations must be proven by sufficient evidence (Ng C ho Cio vs. Ng Diong, 110 P hil. 882 [1961]; Recaro vs. Embisan, 2 SCRA 598 [1961]. Mere allegation is not an evidence (Lagasca vs. De Vera, 79 P hil. 376 [1947]). Even assuming arguendo that Ramona P. Alcaraz was in t he United States of America on February 6, 1985, we cannot justify petitioner-sellers' act of unilaterally and extradicially rescinding t he contract of sale, t here being no express stipulation authorizing the sellers to extarjudicially rescind t he contract of sale. (cf. Dignos vs. CA, 158 SCRA 375 [1988]; Taguba vs. Vda. de Leon, 132 SCRA 722 [1984]) Moreover, petitioners are estopped from raising t he alleged absence of Ramona P.  Alcaraz because alt hough the evidence on record s hows that the sale was in t he name of Ramona P. Alcaraz as t he buyer, t he sellers had been dealing wit h Concepcion D.  Alcaraz, Ramona's mot her, who had acted for and in be half of her daughter, if not also in her own be half. Indeed, t he down payment was made by Concepcion D. Alcaraz wit h her own personal c heck (Exh. "B"; Exh."2") for and in be half of Ramona P. Alcaraz. There is no evidence s howing that petitioners ever questioned Concepcion's aut hority to represent Ramona P. Alcaraz w hen they accepted her personal c heck. Neit her did they raise any objection as regards payment being effected by a t hird person. Accordingly, as far as petitioners are concerned, t he physical absence of Ramona P. Alcaraz is not a ground to rescind t he contract of sale. Corollarily, Ramona P. Alcaraz cannot even be deemed to be in default, insofar as her  obligation to pay t he full purc hase price is concerned. Petitioners w ho are precluded from setting up t he defense of t he physical absence of Ramona P. Alcaraz as aboveexplained offered no proof w hatsoever to s how that they actually presented t he new transfer certificate of title in t heir names and signified t heir willingness and readiness to execute t he deed of absolute sale in accordance wit h their agreement. Ramona's corresponding obligation to pay t he balance of t he purchase price in t he amount of  P1,190,000.00 (as buyer) never became due and demandable and, t herefore, s he cannot be deemed to have been in default.  Article 1169 of t he Civil Code defines w hen a party in a contract involving reciprocal obligations may be considered in default, to wit:  Art. 1169. Those obliged to deliver or to do something, incur in delay from t he time the obligee judicially or extrajudiciallydemands from them the fulfillment of t heir obligation. xxxxxxxxx In reciprocal obligations, neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with what is incumbent upon him. From t he moment one of the parties fulfill his obligation, delay by the other begins. (Emphasis supplied.) There is t hus neither factual nor legal basis to rescind t he contract of sale between petitioners and respondents. With the foregoing conclusions, t he sale to t he other petitioner, Catalina B. Mabanag, gave rise to a case of double sale w here Article 1544 of t he Civil Code will apply, to wit:  Art. 1544. If t he same thing should have been sold to different vendees, the ownership shall be transferred to the person who may have first taken possession thereof in good faith, if it should be movable property. Should if be immovable property, the ownership shall belong to the person acquiring it who in good faith first recorded it in Registry of Property. Should there be no inscription, the ownership shall pertain to t he person who in good faith was first in t he possession; and, in the absence thereof to the person who presents the oldest title, provided there is good fait h. The record of t he case shows that the Deed of Absolute Sale dated April 25, 1985 as proof of t he second contract of sale was registered wit h the Registry of Deeds of  Quezon City giving rise to t he issuance of a new certificate of title in t he name of  Catalina B. Mabanag on June 5, 1985. Thus, the second paragrap h of Article 1544 s hall apply. The above-cited provision on double sale presumes title or owners hip to pass to t he first buyer, the exceptions being: (a) w hen the second buyer, in good fait h, registers t he sale ahead of the first buyer, and (b) s hould there be no inscription by eit her of the two buyers, when the second buyer, in good fait h, acquires possession of t he property ahead of the first buyer. Unless, t he second buyer satisfies t hese requirements, title or  ownership will not transfer to him to the prejudice of t he first buyer. In his commentaries on t he Civil Code, an accepted aut hority on t he subject, now a distinguis hed member of t he Court, Justice Jose C. Vitug, explains: The governing principle is prius tempore, potior jure (first in time, stronger in rig ht). Knowledge by the first buyer of the second sale cannot defeat the first buyer's rights except when the second buyer first registers in good f aith the second sale (Olivares vs. Gonzales, 159 SCRA 33). Conversely, knowledge gained by the second buyer of the first sale defeats his rights even if he is first to register, since knowledge taints his registration with bad faith (see also Astorga vs. Court of Appeals, G.R. No. 58530, 26 December  1984). In Cruz vs. Cabana (G.R. No. 56232, 22 June 1984, 129 SCRA 656), it has held that it is essential, to merit t he protection of Art. 1544, second paragraph, that the second realty buyer must act in good fait h in registering his deed of sale (citing Carbonell vs. Court of Appeals, 69 SCRA 99, Crisostomo vs. CA, G.R. No. 95843, 02 September  1992). (J . Vitug Compendium of Civil Law and Jurisprudence, 1993 Edition, p. 604). Petitioner point out t hat the notice of lispendensin the case at bar was annoted on t he title of t he subject property only on February 22, 1985, w hereas, the second sale between petitioners Coronels and petitioner Mabanag was supposedly perfected prior  thereto or on February 18, 1985. The idea conveyed is t hat at the time petitioner  Mabanag, the second buyer, boug ht the property under a clean title, s he was unaware of any adverse claim or previous sale, for w hich reason she is buyer in good fait h. We are not persuaded by suc h argument. In a case of double sale, w hat finds relevance and materiality is not w hether or not t he second buyer was a buyer in good fait h but whether or not said second buyer registers such second sale in good fait h, that is, without knowledge of any defect in t he title of t he property sold.  As clearly borne out by t he evidence in t his case, petitioner Mabanag could not have in good faith, registered t he sale entered into on February 18, 1985 because as early as February 22, 1985, a notice of  lispendens had been annotated on t he transfer certificate of title in t he names of petitioners, w hereas petitioner Mabanag registered t he said sale sometime in April, 1985. At t he time of registration, t herefore, petitioner Mabanag knew that the same property had already been previously sold to private respondents, or, at least, she was charged wit h knowledge t hat a previous buyer is claiming title to t he same property. Petitioner Mabanag cannot close her eyes to t he defect in petitioners' title to t he property at t he time of t he registration of t he property. This Court had occasions to rule t hat: If a vendee in a double sale registers that sale after he has acquired knowledge that there was a previous sale of t he same property to a t hird party or t hat another person claims said property in a pervious sale, t he registration will constitute a registration in bad faith and will not confer upon him any right. (Salvoro vs. Tanega, 87 SCRA 349 [1978]; citing Palarca vs. Director of Land, 43 P hil. 146; Cagaoan vs. Cagaoan, 43 P hil. 554; Fernandez vs. Mercader, 43 Phil. 581.) Thus, the sale of t he subject parcel of land between petitioners and Ramona P. Alcaraz, perfected on February 6, 1985, prior to t hat between petitioners and Catalina B. Mabanag on February 18, 1985, was correctly up held by bot h the courts below.  Although there may be ample indications t hat there was in fact an agency between Ramona as principal and Concepcion, her mother, as agent insofar as t he subject contract of sale is concerned, t he issue of whether or not Concepcion was also acting in her own be half as a co-buyer is not squarely raised in t he instant petition, nor in suc h assumption disputed between mot her and daug hter. Thus, We will not touc h this issue and no longer disturb t he lower courts' ruling on t his point. WHEREFORE, premises considered, t he instant petition is hereby DISMISSED and t he appealed judgment AFFIRMED. SO ORDERED. Narvasa, C.J., Davide, Jr. and Francisco, JJ., concur. Panganiban, J., took no part. The Lawphil Project - Arellano Law Foundation Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No. 170405 February 2, 2010 RAYMUNDO S. DE LEON, Petitioner, vs. 1 BENITA T. ONG. Respondent. DECISION CORONA,  J.: 2 On March 10, 1993, petitioner Raymundo S. de Leon sold three parcels of land with improvements situated in Antipolo, Rizal to respondent Benita T. Ong. As these properties were mortgaged to Real Savings and Loan Association, Incorporated (RSLAI), petitioner and respondent executed a notarized deed of absolute sale with assumption of mortgage3 stating: x xx x xx x xx That for and in consideration of the sum of ONE MILLION ONE HUNDRED THOUSAND PESOS (P1.1 million), Philippine currency, the receipt whereof is hereby acknowledged from [RESPONDENT] to the entire satisfaction of [PETITIONER], said [PETITIONER ] does hereby sell, transfer and convey in a manner absolute and irrevocable, unto said [RESPONDENT], his heirs and assigns that certain real estate together with the buildings and other improvements existing thereon, situated in [Barrio] Mayamot, Antipolo, Rizal under t he following terms and conditions: 1. That upon full payment of [respondent] of the amount of FOUR HUNDRED FIFTEEN THOUSAND FIVE HUNDRED (P415,000), [petitioner] shall execute and sign a deed of  assumption of mortgage in favor of [respondent] without any further cost whatsoever; 2. That [respondent] shall assume payment of the outstanding loan of SIX HUNDRED EIGHTY FOUR THOUSAND FIVE HUNDRED PESOS (P68 4,500) with REAL 4 SAVINGS AND LOAN, Cainta, Rizal« (emphasis supplied) x xx x xx x xx Pursuant to this deed, respondent gave petitioner P415,500 as partial payment. Petitioner, on the other hand, handed the keys to the properties and wrote a letter informing RSLAI of the sale and authorizing it to accept payment from respondent and release the certificates of title. 5 Thereafter, respondent undertook repairs and made improvements on the properties. Respondent likewise informed RSLAI of her agreement with petitioner for her to assume petitioner¶s outstanding loan. RSLAI required her to undergo credit investigation. Subsequently, respondent learned that petitioner again sold the same properties to one Leona Viloria after March 10, 1993 and changed the locks, rendering the keys he gave her useless. Respondent thus proceeded to RSLAI to inquire about the credit investigation. However, she was informed that petitioner had already paid the amount due and had taken back the certificates of  title. Respondent persistently contacted petitioner but her efforts proved futile. On June 18, 1993, respondent filed a complaint for specific performance, declaration of nullity 6 of the second sale and damages against petitioner and Viloria in the Regional Tr ial Court (RTC) of Antipolo, Rizal, Branch 74. She claimed that since petitioner had previously so ld the  properties to her on March 10, 1993, he no longer had the right to sell the same to Viloria. Thus,  petitioner fraudulently deprived her of the pro perties. Petitioner, on the other hand, insisted that respondent did not have a cause of action against him and consequently prayed for the dismissal of the complaint. He claimed that since the transaction was subject to a condition (i.e., that RSLAI approve the assumption of mortgage), they only entered into a contract to sell. Inasmuch as respondent did apply for a loan from RSLAI, the condition did not arise. Consequently, the sale was not perfected and he could freely dispose of  the properties. Furthermore, he made a co unter-claim for damages as respondent filed the complaint allegedly with gross and evident bad faith. Because respondent was a licensed real estate broker, the RTC concluded that she knew that the validity of the sale was subject to a condition. The perfection of a contract of sale depended on RSLAI¶s approval of the assumption of mortgage. S ince RSLAI did not allow respondent to assume petitioner¶s obligation, the RTC held that the sale wa s never perfected. 7 In a decision dated August 27, 1999, the RTC dismissed the complaint for lack o f cause of  action and ordered respondent to pay petitioner P100,000 moral damages, P20,000 attorney¶s fees and the cost of suit. Aggrieved, respondent appealed to t he Court of Appeals (CA),8 asserting that the court a quo erred in dismissing the complaint. The CA found that the March 10, 2003 contract executed by the parties did not impose any condition on the sale and held that the parties entered into a contract of sale. Consequently,  because petitioner no longer owned the properties when he sold them to Viloria, it declared the second sale void. Moreover, it found petitioner liable for moral and exemplary damages for  fraudulently depriving respondent of the properties. In a decision dated July 22, 2005,9 the CA upheld the sale to respondent and nullified the sale to Viloria. It likewise ordered respondent to reimburse petitioner P715,25 0 (or the amount he paid to RSLAI). Petitioner, on the other hand, was ordered to deliver the certificates of titles to respondent and pay her P50,000 moral damages and P15,000 exemplary damages. Petitioner moved for reconsideration but it was denied in a resolution dated November 11, 2005.10 Hence, this petition,11 with the sole issue being whether the parties entered into a contract of sale or a contract to sell. Petitioner insists that he entered into a contract to sell since the validity of the transaction was subject to a suspensive condition, that is , the approval by RSLAI of respondent¶s assumption of  mortgage. Because RSLAI did not allow respondent to assume his (petitioner¶s) obligation, the condition never materialized. Consequently, there was no sale. Respondent, on the other hand, asserts that they entered into a contract of sale as petitioner  already conveyed full ownership of the subject properties upon the execution of the deed. We modify the decision of the CA. Contract of Sale or Contract to Sell? The RTC and the CA had conflicting interpretations of the March 10, 1993 deed. The RTC ruled that it was a contract to sell while the CA held that it was a contract of sale. In a contract of sale, the seller conveys ownership of the property to the buyer upon the  perfection of the contract. Should the buyer default in the payment of the purchase price, the seller may either sue for the collection thereof o r have the contract judicially resolved and set 12 aside. The non-payment of the price is therefore a negative resolutory co ndition. On the other hand, a contract to sell is subject to a positive suspensive condition. The buyer does not acquire ownership of the property until he fully pays the purchase pr ice. For this reason, if  13 the buyer defaults in the payment thereof, the seller can only sue for damages. The deed executed by the parties (as previously quoted) stated that petitioner sold the properties 14 to respondent "in a manner absolute and irrevocable"for a sum of P1.1 million. With regard to the manner of payment, it required respondent to pay P415,500 in cash to petitioner upon the 15 execution of the deed, with the balance payable directly to RSLAI (on behalf of petitioner) 16 within a reasonable time. Nothing in said instrument implied that petitioner reserved ownership of the properties until the full payment of the purchase price.17 On the contrary, the terms and conditions of the deed only affected the manner of payment, not the immediate transfer of  ownership (upon the execution of the notarized contract) from petitioner as seller to respondent as buyer. Otherwise stated, the said terms and co nditions pertained to the performance of the contract, not the perfection thereof nor the transfer of ownership. Settled is the rule that the seller is obliged to transfer title over the properties and deliver the 18 19 same to the buyer. In this regard, Article 1498 of the Civil Code provides that, as a rule, the execution of a notarized deed of sale is equivalent to the de livery of a thing sold. In this instance, petitioner executed a notarized deed of absolute sale in favor of respondent. Moreover, not only did petitioner turn over the keys to the properties to respondent, he also authorized RSLAI to receive payment from respondent and release his certificates of title to her. The totality of petitioner¶s acts clearly indicates that he had unqualifiedly delivered and transferred ownership of the properties to respondent. Clearly, it was a contract of sale the parties entered into. Furthermore, even assuming arguendo that the agreement of the parties was subject to the condition that RSLAI had to approve the assumption of mortgage, the said co ndition was considered fulfilled as petitioner prevented its fulfillment by paying his outstanding obligat ion and taking back the certificates of title without even notifying respondent. In this connection, Article 1186 of the Civil Code provides: Article 1186. The condition shall be deemed fulfilled when the obligor voluntarily prevents its fulfillment. Void Sale Or Double Sale? Petitioner sold the same properties to two buyers, first to respondent and then to Viloria on t wo 20 separate occasions. However, the second sale was not void for the sole reason that petitioner  had previously sold the same properties to respondent. On this account, the CA erred. This case involves a double sale as the disputed properties were sold validly on two separate occasions by the same seller to the two different buyers in good faith. Article 1544 of the Civil Code provides: Article 1544. If the same thing should have been sold to different vendees, the ownership shall  be transferred to the person who may have first taken possession thereof in good faith, if it should be movable property. Should it be immovable property, the ownership shall belong to the person acquiring it who in good faith first recorded it in the Registry of Property. Should there be no inscription, the ownership shall pertain to the person who in good faith was first in the possession; and, in the absence thereof, to the person who presents the oldest title, provided there is good faith. (emphasis supplied) This provision clearly states that the rules on do uble or multiple sales apply only to purchasers in good faith. Needless to say, it disqualifies any purchaser in bad faith. A purchaser in good faith is one who buys the propert y of another without notice that some other   person has a right to, or an interest in, such property and pays a full and fair price for the same at the time of such purchase, or before he has notice of some other person¶s claim or interest in the 21  property. The law requires, on the part of the buyer, lack of notice of a defect in the title of the seller and payment in full of the fair price at the time of the sale or prior to having notice of any defect in the seller¶s title. Was respondent a purchaser in good faith? Yes. Respondent purchased the properties, knowing they were encumbered only by the mortgage to RSLAI. According to her agreement with petitioner, respondent had the o bligation to assume the  balance of petitioner¶s outstanding obligation to RSLAI. Consequently, respondent informed RSLAI of the sale and of her assumption of petitioner¶s obligation. However, because petitioner  surreptitiously paid his outstanding obligation and took back her cert ificates of title, petitioner  himself rendered respondent¶s obligation to assume petitioner¶s indebtedness to RSLAI impossible to perform. Article 1266 of the Civil Code provides: Article 1266. The debtor in obligations to do shall be released when t he prestation become legally or physically impossible without the fault of the o bligor. Since respondent¶s obligation to assume petitioner¶s outstanding balance with RSLAI became impossible without her fault, she was released from the said obligat ion. Moreover, because  petitioner himself willfully prevented the condition vis-à-vis the payment of the re mainder of the  purchase price, the said condition is considered fulfilled pursuant to Article 1186 of the Civil Code. For purposes, therefore, of determining whether respondent was a purchaser in goo d faith, she is deemed to have fully complied with the condition of the pa yment of the remainder of the  purchase price. Respondent was not aware of any interest in or a claim on the properties other than the mortgage to RSLAI which sheundertook to assume. Moreover, Viloria bought the properties from  petitioner after the latter sold them to respondent. Respondent was therefore a purchaser in good faith. Hence, the rules on double sale are applicable. Article 1544 of the Civil Code provides that when neither buyer registered the sale of the  properties with the registrar of deeds, the o ne who took prior possession of the properties shall be the lawful owner thereof. In this instance, petitioner delivered the properties to respo ndent when he executed the notarized deed22 and handed over to respondent the keys to the properties. For this reason, respondent took  actual possession and exercised control thereof by making repairs and improvements thereon. Clearly, the sale was perfected and consummated on March 10, 1993. Thus, respondent became the lawful owner of the pro perties.  Nonetheless, while the condition as to the payment of the balance o f the purchase price was deemed fulfilled, respondent¶s obligation to p ay it subsisted. Otherwise, she would be unjustly enriched at the expense o f petitioner. Therefore, respondent must pay petitioner P684,500, the amount stated in the deed. This is  because the provisions, terms and conditions o f the contract constitute the law between the  parties. Moreover, the deed itself provided that the assumption of mortgage "was without any further cost whatsoever." Petitioner, on the ot her hand, must deliver the certificates of title to respondent. We likewise affirm the award of da mages. WHEREFORE, the July 22, 2005 decision and November 11, 2005 resolution of the Court of  Appeals in CA-G.R. CV No. 59748 are hereby AFFIRMED with MODIFICATION insofar as respondent Benita T. Ong is ordered to pay petitioner Raymundo de Leon P684,500 representing the balance of the purchase price as provided in their March 10, 1993 agreement. Costs against petitioner. SO ORDERED. RENATO C. CORONA Associate Justice Chairperson WE CONCUR: ANTONIO T. CARPIO Associate Justice PRESBITERO J. VELASCO, JR. Associate Justice ANTONIO EDUARDO B. NACHURA Associate Justice DIOSDADO M. PERALTA Associate Justice ATTESTATION I attest that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court¶s Division. RENATO C. CORONA Associate Justice Chairperson CERTIFICATION Pursuant to Section 13, Article VIII of the Constitution and the Division Chairperson¶s Attestation, I certify that the conclusions in the above Dec ision had been reached in consultation  before the case was assigned to the writer of the opinion of the Co urt¶s Division. REYNATO S. PUNO Chief Justice Footnotes * Per Special Order No. 818 dated January 18, 2010. 1 The Court of Appeals was impleaded as respo ndent but was excluded pursuant to Section 4, Rule 45 of the Rules of Court. 2 Covered by TCT Nos. 226469, 226470 and 226471 registered in the name of petitioner. 3 55-56. There is a marked discrepancy between the total amount and the sum of the payments to be made by respondent (or P1,099,500).  Rollo, pp. 4 The records of this case revealed that petitioner¶s outstanding obligation to RSLAI amounted to P715,000 as of April 1, 1993. 5 Respondent had the properties cleaned and landscaped. She likewise had the house (built thereon) painted and repaired. 6 Docketed as Civil Case No. 93-2739. 7 Penned by Judge Francisco A. Querubin. Id., pp. 129-151. 8 Docketed as CA-G.R. CV No. 59748. 9 Penned by Associate Justice Eugenio S. Labitoria and concurred in by Associate Justices Eliezer R. delos Santos and Arturo D. Brion (now a member of this Court) of the Third Division of the Court of Appeals.  Rollo, pp. 30-34. 10 Id., pp. 46-47. 11 Under Rule 45 of the Rules of Court. 12  Dijamco v. Court of Appeals.G.R. No. 113665, 7 October 2004, 440 SCRA 190, 197. See also J.B.L. Reyes, 5 Outline of Philippine Civil Law, 2-3 (1957). 13 Id. 14 Supra note 3. 15 Supra note 4. 16 Paragraph 2 of the deed did not prescribe a period within which respondent should settle petitioner¶s obligation to RSLAI. 17 See Civil Code, Art. 1370 which provides: Article 1370. If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of the stipulations shall control. If the words appear to be contrary to the evident intention of the part ies, the latter  shall prevail over the former. 18 Civil Code, Art. 1495 provides: Article 1495. The vendor is bound to transfer the ownership of and deliver, as well as warrant the thing which is the object of the sale. 19 Civil Code, Art. 1498 provides: Article 1498.When a sale is made through a public instrument , the execution thereof shall be equivalent to the delivery of the thing which is the object of  the contract , if from the deed . the contrary does not appear or cannot be clearly inferred .