COMPILATION OF CASE DIGESTS SALESTOPIC: INTRODUCTION1. CORONEL
vs CA and ALCARAZ (263 SCRA 15The case arose from a complaint for
specifc performance fled by private respondent Alcaraz against
petitioners to consummate the sale of a parcel of land in Quezon
City.Fa!"s: On 19 anuary 19!"# $omulo Coronel# et al. e%ecuted a
document entitled &$eceipt of 'o(n )ayment* in favor of
$amona)atricia Alcaraz for )"+#+++ do(npayment of the total amount
of )1.,-. as purchase price for an inherited house and lot
/TCT1190,1# $egistry of 'eeds of Quezon City2# promising to e%ecute
a deed of absolute sale of said property as soon as such has been
transferred in their name. The balance of )1.19. is due upon the
e%ecution of said deed. On the same date# Concepcion '. Alcaraz#
mother of $amona# paid the do(n payment of )"+#+++.++.On 0 3ebruary
19!"# the property originally registered in the name of the
Coronels4 father (as transferred in their names /TCT 5,1+-52.
6o(ever# on 1! 3ebruary 19!"# the Coronels sold the property to
Catalina 7. .abanag for )1#"!+#+++.++ after the latter has paid
)5++#+++.++. 3or this reason# Coronels canceled and rescinded the
contract (ith Alcaraz by depositing the do(n payment in the ban8 in
trust for Alcaraz. On ,, 3ebruary 19!"# Alcaraz fled a complaint
for specifc performance against the Coronels and caused the
annotation of a notice of lis pendens at the bac8 of TCT 5,1-+5. On
, April 19!"# .abanag caused the annotation of a notice of adverse
claim covering the same property (ith the $egistry of 'eeds of
Quezon City. On ," April 19!"# the Coronels e%ecuted a 'eed of
Absolute 9ale over the sub:ect property in favor of .abanag. On "
une 19!"# a ne( title over the sub:ect property (as issued in the
name of .abanag under TCT 5"1"!,.;n the course of the proceedings#
the parties agreed to submit the case for decision solely on the
basis of documentary e%hibits. rmed in toto the decision of the
Court of Appeals# but ordered 'r. Cruz to pay 3ule the balance of
thepurchase price of )-+#+++ (ithin 1+ days from the fnality of
thedecisionA (ith costs against petitioner.*. ONG vs CA (31' SCRA
13acts@ On 1+ .ay 19!5# aime Ong and spouses .iguel and Ale:andra
$obles e%ecuted an &Agreement of )urchase and 9ale* respecting
, parcels of land situated at 7arrio )uri# 9an Antonio# Quezon
/agricultural including rice mill# piggery2 for ),. /initial
payment of )0++#+++ bro8en into )1+5#-99.91 directly paid to seller
on ,, .arch 19!5 and )-90#"++.+9 directly paid to 7); to ans(er for
part of seller4s loan (ith the ban8A and balance of 1.-. to be paid
in - eBual Buarterly installments of )5"+#+++ the frst of (hich due
and demandable on 1" une 19!52A binding themselves that upon the
payment of the total purchase price the seller delivers a good and
su>cient deed of sale and conveyance for the parcels of land
free and clear from liens and encumbrances# that seller delivers#
surrenders and transfers the parcels of land including all
improvements thereon and to transfer the operations of the piggery
and rice mill to the buyerA and that all payments dueand demandable
under the contract e=ected in the residence of the seller unless
other(ise designated by the parties in (riting. On 1" .ay 19!5# Ong
too8 possession of the sub:ect parcels of land together (ith the
piggery# building# rice mill# residential houseand other
improvements thereon. )ursuant to the contract# Ong " 9ales under
Atty. )aolo 'imayugacomplied by atorni,be Armed the decision
appealed from# (ith costsagainst appellants.6. ACAP vs CA (251 SCRA
3'3acts@ The title to Dot 115+ of the Cadastral 9urvey of
6inigaran# Kegros Occidental (as evidenced by OCT $C1,119. The lot
has an area of 15#1,+ sB.m. The title (as issued and is registered
in the name of spouses 9antiago SasBuez and Dorenza Oruma. After
both spouses died# their only son 3eli%berto inherited the lot. ;n
191"# 3eli%berto e%ecuted a duly notarized document entitled !
9ales under Atty. )aolo 'imayugacomplied by atorni,be Acult to have
been derived from its fe( customers (ho placed special orders for
these items.;n the present case# the company advertised itself as
Gngineering GBuipment and 9upply Company# .achinery .echanical
9upplies# Gngineers# Contractors and not as manufacturers. ;t
li8e(ise paid the contractors ta% on all the contracts for the
design and construction of central system. 9imilarly# it did not
have readyCmade air conditioning units for sale.1'. ,UIROGA vs
PARSONS %ARD0ARE3acts@ On ,- anuary 1911# in .anila# a contract (as
entered into by and bet(een the Quiroga and . )arsons /to (hose
rights and obligations )arsons 6ard(are later subrogated itself2
for the e%clusive sale of Quiroga 7eds in the Sisayan ;slands.
Quiroga (as to furnish the )arson (ith the beds /(hich the latter
might order# atthe price stipulated2 and that )arson (as to pay the
price in the manner stipulated. The price agreed upon (as the one
determined by Quiroga for the sale of these beds in .anila# (ith a
discount of from ,+ to ," per cent# according to their class.
)ayment (as to bemade at the end of si%ty days# or before# at
Quiroga4s reBuest# or incash# if )arson so preferred# and in these
last t(o cases an additional discount (as to be allo(ed for prompt
payment.15 9ales under Atty. )aolo 'imayugacomplied by atorni,be
Acials of Arco (ere convinced that the prices charged them by the
defendant (ere much too high including the charges for
outCofCpoc8et e%penses. 3or these reasons# they sought to obtain a
reduction from )uyat or rather a reimbursement. 3ailing in this
they brought an action (ith the C3; .anila.The trial court held
that the contract bet(een the parties (as one of the outright
purchase and sale# and absolved )uyat from the complaint. The
appellate court# ho(ever# held that the relation bet(een the
parties (as that of agent and principal# )uyat acting as agent of
Arco in the purchase of the eBuipment in Buestion# and sentenced
)uyat to pay Arco alleged over payments in the total sum of
O1#55".", or ),#011.+-# together (ith legal interest thereon from
the date of the fling of the complaint until said amount is fully
paid# as (ell as to pay the costs of the suit in both instances.
6ence# the petition for the issuance of a (rit of certiorari to the
Court of Appeals for the purposed of revie(ing its decision in
civil case N$ 1+,5.;ssue@ ?hether the contract bet(een petitioner
and respondent is that of agency (here agent is bound to indemnify
the principal for damages# or a mere contract of sale6eld@ The
letters# by (hich the respondent accepted the prices for the sound
reproducing eBuipment sub:ect of its contract (ith the petitioner#
are clear in their terms and admit no other interpretation that the
respondent in Buestion at the prices indicated (hich are f%ed and
determinate. The respondent admitted in its complaint fled (ith the
Court of 3irst ;nstance of .anila that the petitioner agreed to
sell to it the frst sound reproducing eBuipment and machinery.?e
agree (ith the trial :udge that F(hatever unforseen events might
have ta8en place unfavorable to the defendant /petitioner2# such as
change in prices# mista8e in their Buotation# loss of the goods not
covered by insurance or failure of the 9tarr )iano Company to
properly fll the orders as per specifcations# the plainti=
/respondent2 might still legally hold the defendant /petitioner2 to
the prices f%ed of O1#1++ and O1#0++.F This is incompatible (ith
the pretended relation of agency bet(een the petitioner and the
respondent# because in agency# the agent is e%empted from all
liability in the discharge of his commission provided he acts in
accordance (ith the instructions received from his principal
/section ,"-# Code of Commerce2# and the principal must indemnify
the agent for all damages (hich the latter may incur in carrying
out the agency (ithout fault or imprudence on his part /article
11,9# Civil Code2.?hile the letters state that the petitioner (as
to receive ten per cent /1+Q2 commission# this does not necessarily
ma8e the petitioner an agent of the respondent# as this provision
is only an additional price (hich the respondent bound itself to
pay# and (hich stipulation is not incompatible (ith the contract of
purchase and sale.;n the second place# to hold the petitioner an
agent of the respondent in the purchase of eBuipment and machinery
from the 9tarr )iano Company of $ichmond# ;ndiana# is incompatible
(ith the admitted fact that the petitioner is the e%clusive agent
of the same company in the )hilippines. ;t is out of the ordinary
for one tobe the agent of both the vendor and the purchaser. The
facts and circumstances indicated do not point to anything but
plain ordinarytransaction (here the respondent enters into a
contract of purchase and sale (ith the petitioner# the latter as
e%clusive agent of the 9tarr )iano Company in the cers and
employeesA :udicial o>cers and employees# prosecuting attorneys#
and la(yersA and /02 others especially disBualifed by
la(.3undamental consideration of public policy render void and
ine%istent such e%pressly prohibited purchase /e.g. by public
o>cers and employees of government property intrusted to them
and by :ustices# :udges# fscals and la(yers of property and rights
in litigation and submitted to or handled by them# under Article
1-91# paragraphs /-2 and /"2 of our Civil Code2 has been adopted in
a ne( article of our Civil Code# viz# Article 1-+9 declaring such
prohibited contracts as Fine%istent and void from the
beginning.F;ndeed# the nullity of such prohibited contracts is
defnite and permanent and cannot be cured by ratifcation. The
public interest and public policy remain paramount and do not
permit of compromise or ratifcation. ;n his aspect# the permanent
disBualifcation of public and :udicial o>cers and la(yers
groundedon public policy di=ers from the frst three cases of
guardians# agents and administrators /Article 1-91# Civil Code2# as
to (hose transactions it had been opined that they may be FratifedF
by means of and in Fthe form of a ne( contact# in (hich cases its
validity shall be determined only by the circumstances at the time
the e%ecution of such ne( contract. The causes of nullity (hich
have ceased to e%ist cannot impair the validity of the ne(
contract.Thus# the ob:ect (hich (as illegal at the time of the frst
contract# may have already become la(ful at the time of the
ratifcation or second contractA or the service (hich (as impossible
may have become possibleA or the intention (hich could not be
ascertained may have been clarifed by the parties. The ratifcation
or second contract (ould then be valid from its e%ecutionA ho(ever#
it does not retroact to the date of the frst contract.F,+ 9ales
under Atty. )aolo 'imayugacomplied by atorni,be Armed the order of
dismissal appealed# (ith costs against $ubias.16. P%IL. TRUST
COMPAN1 vs ROLDAN ()) P./& 3)23acts@ 11 parcels located in
Nuiguinto# 7ulacan# (ere part of the properties inherited by
.ariano D. 7ernardo from his father# the late .arcelo 7ernardo. ;n
vie( of his minority# guardianship proceedings (ere instituted#
(herein 9ocorro $oldan# surviving spouse of 7ernardo and stepmother
to .ariano# (as appointed his guardian. On ,1 uly 19-1# $oldan fled
in said guardianship proceedings /9pecial )roceeding ,-!"# .anila2#
a motion as8ing forauthority to sell as guardian the 11 parcels for
the sum of )1-#1++ to 'r. 3idel C. $amos# her brotherCinCla(# the
purpose of the sale being allegedly to invest the money in a
residential house# (hich the minor desired to have on Tindalo
9treet# .anila. The motion (as granted. On " August 19-1# $oldan#
as guardian# e%ecuted the proper deed of sale in favor of $amos#
and on 1, August 19-1 obtained a :udicial confrmation of the sale.
On 15 August 19-1# $amos e%ecuted in favor of $oldan# a deed of
conveyance coveringthe same 11 parcels# for the sum of )1"#+++. On
,1 October 19-1# $oldan sold - parcels out of the 11 to Gmilio Cruz
for )5#+++# reserving to herself the right to repurchase.The
)hilippine Trust Company replaced $oldan as guardian on 1+ August
19-!. T(o months later# the Company# as guardian# fled before the
C3; .anila a complaint against $oldan to annul , contracts
regarding 11 parcels of land claiming that the stepCmother in
e=ect# sold to herself# the properties of her (ard# and the sale
should be annulled for violating Article 1-"9 of the Civil Code
prohibiting the guardian from purchasing the property of her (ard.
The trial court upheld the contracts but allo(ing the minor
torepurchase all the parcels by paying )1"#+++# (ithin 1 year. The
CAa>rmed the :udgment. 6ence# the appeal.;ssue@ ?hether the sale
of the land by the guardian is null and voidfor being violative of
the prohibition for a guardian to purchase either in person or
through the mediation of another the property of her (ard6eld@
$emembering the general doctrine that guardianship is a trust of
the highest order# and the trustee cannot be allo(ed to have any
inducement to neglect his (ard4s interest# and in line (ith the
court4s suspicion (henever the guardian acBuires (ard4s property (e
have no hesitation to declare that in this case# in the eyes of the
la(# 9ocorro $oldan too8 by purchase her (ard4s parcels thru 'r.
$amos# and that Article 1-"9 of the Civil Code applies.The 9upreme
Court annulled the 5 contracts of sale in BuestionA declared the
minor as the o(ner of the 11 parcels of land# (ith the obligation
to return to $oldan the price of )1-#1++ (ith legal interest from
1, August 19-1A ordered $oldan and Gmilio Cruz to deliver said
parcels of land to the minorA reBuired $oldan to pay him beginning
(ith 19-1 the fruits# (hich her attorney admits# amounted to )1#",,
a yearA authorized the minor to deliver directlyto Gmilio Cruz# out
of the price of )1-#1++ abovementioned# the sum of )5#+++A and
charged appellees (ith the costs.TOPIC: SU3-ECT MATTER OF SALE1+.
PITC%EL vs ALONZO(3 SCRA 3*3acts@ $espondent )rudencio Alonzo (as
a(arded by the Novernment that parcel of land in 7asilan City in
accordance (ith $epublic Act Ko. -11. The a(ard (as cancelled by
the 7oard of DiBuidators on anuary ,1# 190" on the ground that#
previous thereto# plainti= (as proved to have alienated the land to
another# in violation of la(. ;n 191,# plainti=Es rights to the
land (ere reinstated.On August 1-# 190!# plainti= and his (ife sold
to defendant Duis )ichel all the fruits of the coconut trees (hich
may be harvested in the land in Buestion for the period# 9eptember
1"# 190! to anuary 1# 1910# in consideration of )-#,++.++. Gven as
of the date of sale# ho(ever# the land (as still under lease to
one# $amon 9ua# and it (as the agreement that part of the
consideration of the sale# in thesum of )5#0"+.++# (as to be paid
by defendant directly to $amon 9ua so as to release the land from
the clutches of the latter. )ending said payment plainti= refused
to allo( the defendant to ma8e any harvest. ;n uly 191,# defendant
for the frst time since ,1 9ales under Atty. )aolo 'imayugacomplied
by atorni,be A
