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Delpher trades corp vs iac and hydro pipes inc. Facts: the pacheco family obtained 2500 shares of stock from DTC, in exchange for a parcel of land that was currently being leased by hydro pipes inc. hydro pipes filed for the violation of their right to first option to buy. It was granted by iac. However, the petitioners contend that what happened was a deed of exchange and not a deed of sale. Issue: won the iac erred Held: yes. The petitoners were able to prove that it was indeed a deed of exchange. DTC is owned by the pachecos, and as evident from the 2500 shares of stock, which is 55% of the stocks of DTC, they have control of the company. They were merely trying to lessen taxes, by avoiding inheritance tax. Issue: Legal effect of a sale falling under Article1491? Held: NULL AND VOID.CANNOT BE RATIFIED. Manresa considered such prohibited acquisitions (which fell under the Spanish Civil Code)as merely voidable because the Spanish Code did not recognize nullity. But our Civil Code does recognize the absolute nullity of contracts whose cause, object or purpose is contract to law, morals, good customs, public order or public policy or which are expressly prohibited or declared void by law and declares such contracts inexistent and void from the beginning. The nullity of such prohibited contracts is definite and permanent, and cannot be cured by ratification. The public interest and public policy remain paramount and do not permit of compromise orratification. In this aspect, the permanent disqualification of public and judicial officers and lawyers grounded on public policy differs from the first three cases of guardians agents and administrators(under Art 1491). As to their transactions, it has been opined that they may be ratified by means of and in the form of a new contract, in which case its validity shall be determined only by the circumstances at the time of execution of such new contract. In those cases, the object which was illegal at the time of the first contract may have already become lawful at the time of the ratification or second contract, or the intent, or the service which was impossible. The ratification or second contract would then be valid from its execution; however, it does not retroact to the date of the first contract. Decision affirmed. Buenaventura vs. CA (2003) FACTS: Defendant spouses Leonardo Joaquin and Feliciana Landrito are parents of co-defendants Fidel, Tomas, Artemio, Clarita, Felicitas, Fe, and Gavino. They are also the parents of plaintiffs Consolacion, Nora, Emma, and Natividad. A deed of sale was executed by the defendant spouses in favor of their co-defendant children. However, such deed of sale was sought to be declared null and void by the plaintiffs. administration of justice, the property and rights in litigation or levied upon an execution before the court within whose jurisdiction or territory they exercise their respective functions; this prohibition includes the act of acquiring by assignment and shall apply to lawyer, with respect to the property and rights which may be the object of any litigation in which they may take part by virtue of their profession. The present case clearly falls under this, especially since the case was still pending appeal when the sale was made.

Rubias vs Batiller (1973) Facts:- Francisco Militante claimed that he owned aparcel of land located in Iloilo. He filed with the CFI of Iloilo an application for the registration of title of the land. This was opposed by the Director of Lands, the Director of Forestry, and other oppositors. The case was docked as a land case, and after trial the court dismissed the application for registration. Militante appealed to the Court of Appeals. - Pending that appeal, he sold to Rubias (hisson-in-law and a lawyer) the land. - The CA rendered a decision, dismissing the application for registration. - Rubias filed a Forcible Entry and Detainer case against Batiller. - In that case, the court held that Rubias has no cause of action because the property in dispute which Rubias allegedly bought from Militante was the subject matter of a land case, in which case Rubias was the counsel on record of Militante himself. It thus falls under Article1491 of the Civil Code. (Hence, this appeal.) Issue: Whether the sale of the land is prohibited under Article 1491. Held: YES Article 1491 says that The following persons cannot acquire any purchase, even at a public or judicial auction, either in person or through the mediation of another. (5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees connected with the

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Plaintiffs argue that: 1. There was no actual consideration 2. Even assuming there was consideration, the properties are more than 3-fold times more valuable than the measly sums appearing therein. 3. The sale was the result of a deliberate conspiracy to unjustly deprive the rest of the compulsory heirs of their legitime. RTC: ruled in favor of the defendants and dismissed the complaint. On the grounds that: 1. Plaintiffs do not have a valid cause of action against defendants since there can be no legitime to speak of prior to the death of their parents. 2. Legitime is computed as of the time of the death of the decedent. CA: affirmed the decision of the RTC ISSUE: I. W/N the Deeds of Sale are void for lack of consideration HELD: I. DEED OF SALE VALID. 1. A contract of sale is not a real contract, but a consensual contract. 2. As a consensual contract, a contract of sale becomes a binding and valid contract upon the meeting of the minds as to price. 3. If there is a meeting of the minds of the parties as to the price, the contract of sale is valid, despite the manner of payment, or even the breach of that manner of payment. 4. It is not the act of payment of price that determines the validity of a contract of sale. 5. Payment of the price has nothing to do with the perfection of the contract. 6. Failure to pay the consideration is different from lack of consideration. 7. Petitioners do not have any legal interest over the properties. Their rights over the properties are merely inchoate and vests only upon their parents death. 6. 1. Issue: WON the relationship Ker & Co and US Rubber was that of a vendor-vendee or principal-broker? PRINCIPAL- BROKER, hence liable under Section 194 (t) of the NIRC. Held: The relationship between them is one of brokerage or agency. That the petitioner Ker & Co., Ltd. is, by contractual stipulation, an agent of U.S. Rubber International is borne out by the facts that: Petitioner can dispose of the products of the Company only to certain persons or entities and within stipulated limits, unless excepted by the contract or by the Rubber Company. It merely receives, accepts and/or holds upon consignment the products, which remain properties of the latter company. Every effort shall be made by petitioner to promote in every way the sale of the products (Par. 3); that sales made by petitioner are subject to approval by the company. On dates determined by the rubber company, petitioner shall render a detailed report showing sales during the month. The rubber company shall invoice the sales as of the dates of inventory and sales report (Par. 14); that the rubber company agrees to keep the consigned goods fully insured under insurance policies payable to it in case of loss. Upon request of the rubber company at any time, petitioner shall render an inventory of the existing stock which may be checked by an authorized representative of the former. KER & CO., LTD. vs. LINGAD G.R. No. L-20871 April 30, 1971 Facts: CIR assessed the sum of P20, 272.33 as the commercial brokers percentage tax, surcharge, and compromise p enalty against Ker & Co. There was a request on the part of petitioner for the cancellation of such assessment, which request was turned down. As a result, it filed a petition for review with the Court of Tax Appeals. CTA ruled that that Ker & Co is liable as a commercial broker under Section 194 (t) of the National Internal Revenue Code. Ker & Co signed a contract with the United States Rubber International, the former being referred to as the Distributor and the latter specifically designated as the Company. The shipments would cover products for consumption in Cebu, Bohol, Leyte, Samar, Jolo, Negros Oriental, and Mindanao except [the] province of Davao. Ker & Co, as Distributor, was precluded from disposing such products elsewhere than in the above places unless written consent would first be obtained from the Company. It was required to exert every effort to have the shipment of the products in the maximum quantity and to promote in every way the sale thereof. The prices, discounts, terms of payment, terms of delivery and other conditions of sale were subject to change in the discretion of the Company.

2. 3.

4. 5.

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7. Upon termination or cancellation of the Agreement, all goods held on consignment shall be held by petitioner for the account of the rubber company until their disposition is provided for by the latter. FILINVEST vs CA 178 SCRA 188, G.R. No. 82508 September 29, 1989 FACTS: Herein private respondents spouses Jose Sy Bang and Iluminada Tan were engaged in the sale of gravel produced from crushed rocks and used for construction purposes. They intended to buy rock crusher from Rizal Consolidated Corporation which carried a cash price tag of P550,000.00. They applied for financial assistance from herein petitioner Filinvest Credit Corporation, who agreed to extend financial aid on the certain conditions. A contract of lease of machinery (with option to purchase) was entered into by the parties whereby the private respondents agreed to lease from the petitioner the rock crusher for two years starting from July 5, 1981, payable as follows: P10,000.00 first 3 months, P23,000.00 next 6 months, P24,800.00 next 15 months. It was likewise stipulated that at the end of the two-year period, the machine would be owned by the private respondents. Thus the private respondent issued in favor of the petitioner a check for P150,550.00, as initial rental (or guaranty deposit), and 24 postdated checks corresponding to the 24 monthly rentals. In addition, to guarantee their compliance with the lease contract, the private respondent executed a real estate mortgage over two parcels of land in favor of the petitioner. The rock crusher was delivered to the spouses. However, 3 months later, the souses stopped payment when petitioner had not acted on the complaints of the spouses about the machine. As a consequence, petitioner extrajudicially foreclosed the real estate mortgage. The spouses filed a complaint before the RTC. The RTC rendered a decision in favor of private respondent. The petitioner elevated the case to CA which affirmed the decision in toto. Hence, this petition. ISSUES: 1. Whether or not the nature of the contract is one of a contract of sale.\ 2. Whether or not the remedies of the seller provided for in Article 1484 are cumulative. HELD: Subsequent to marriage, petitioners engaged in concessions with the government, while his wife started to engage in business as a lumber dealer. From 1949 to 1952, petitioner sold logs to his wife. On the thesis that the sales are null and void, CIR considered the sales by Mrs. Medina as the petitioners original sales taxable under the NIRC. Petitioner filed a petition for reconsideration, revealing for the first time the alleged premarital agreement of complete separation of property. 1. Yes. The intent of the parties to the subject contract is for the so-called rentals to be the installment payments. Upon the completion of the payments, then the rock crusher, subject matter of the contract, would become the property of the private respondents. This form of agreement has been criticized as a lease only in name. Sellers desirous of making conditional sales of their goods, but who do not wish openly to make a bargain in that form, for one reason or another, have frequently restored to the device of making contracts in the form of leases either with options to the buyer to purchase for a small consideration at the end of term, provided the so-called rent has been duly paid, or with stipulations that if the rent throughout the term is paid, title shall thereupon vest in the lessee. It is obvious that such transactions are leases only in name. The so-called rent must necessarily be regarded as payment of the price in installments since the due payment of the agreed amount results, by the terms of bargain, in the transfer of title to the lessee. 2. No, it is alternative. The seller of movable in installments, in case the buyer fails to pay 2 or more installments, may elect to pursue either of the following remedies: (1) exact fulfillment by the purchaser of the obligation; (2) cancel the sale; or (3) foreclose the mortgage on the purchased property if one was constituted thereon. It is now settled that the said remedies are alternative and not cumulative, and therefore, the exercise of one bars the exercise of the others. Indubitably, the device contract of lease with option to buy is at times resorted to as a means to circumvent Article 1484, particularly paragraph (3) thereof. Through the set-up, the vendor, by retaining ownership over the property in the guise of being the lessor, retains, likewise the right to repossess the same, without going through the process of foreclosure, in the event the vendee-lessee defaults in the payment of the installments. There arises therefore no need to constitute a chattel mortgage over the movable sold. More important, the vendor, after repossessing the property and, in effect, canceling the contract of sale, gets to keep all the installments-cum-rentals already paid. Antonio Medina vs. CIR Facts:

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Issue: Whether or not the sales made by the petitioner to his wife could be considered as his original taxable sales Held: It appears that at the time of the marriage between petitioner and his wife, they neither had any property nor business of their own, as to have really urged them to enter into the supposed property agreement. Secondly, the testimony that the separation of property agreement was recorded in the Registry of Property three months before the marriage, is patently absurd, since such a prenuptial agreement could not be effective before marriage is celebrated, and would automatically be cancelled if the union was called off. In the third place, despite their insistence on the existence of the ante nuptial contract, the couple, strangely enough, did not act in accordance with its alleged covenants. It was not until July of 1954 that he alleged, for the first time, the existence of the supposed property separation agreement. Finally, the Day Book of the Register of Deeds on which the agreement would have been entered, had it really been registered as petitioner insists, and which book was among those saved from the ravages of the war, did not show that the document in question was among those recorded therein. The wife is authorized to engage in business and for the incidents that flow therefrom when she so engages therein. But the transactions permitted are those entered into with strangers, and do not constitute exceptions to the prohibitory provisions of Article 1490 against sales between spouses. Contracts violative of the provisions of Article 1490 of the Civil Code are null and void. Being void transactions, the sales made by the petitioner to his wife were correctly disregarded by the Collector in his tax assessments that considered as the taxable sales those made by the wife through the spouses' common agent, Mariano Osorio. In upholding that stand, the Court below committed no error. Firestone requested for an extension, which was granted w/ the condition that in the event NDC "with the approval of higher authorities, decide to dispose and sell these properties including the lot, priority should be given to the LESSEE first refusal Firestone again requested for an extension, but the communications were unacknowledged. FIRESTONE's predicament worsened when rumors of NDC's supposed plans to dispose of the subject property in favor of petitioner Polytechnic University of the Philippines (PUP) came to its knowledge. Forthwith, FIRESTONE served notice on NDC conveying its desire to purchase the property in the exercise of its contractual right of first refusal. The PUP-NDC agreement revolved around Memorandum No. 24 issued by Pres. Aquino ordering the transfer of the property to PUP. PUP and NDC claim that there was no sale between them: The right of first refusal invoked was limited to the warehouse and not the lot The courts supposedly created a contract to sell b/w the parties. It argued that the "court cannot substitute or decree its mind or consent for that of the parties in determining whether or not a contract (has been) perfected between PUP and NDC NDC posits that the transaction did not amount to a sale considering that "ownership of the property remained with the government." Petitioner NDC introduced the novel proposition that if the parties involved are both government entities the transaction cannot be legally called a sale.

Issues: w/n there was a contract of sale b/w PUP and NDC w/n Firestone should be allowed to exercise its right of refusal

PUP V. CA FACTS: Firestone Ceramics (Firestone) entered into a lease contract w/ the National Development Corporation (NDC) for a portion of its property in Sta. Mesa. 2 more lease agreements were entered into for NDCs 4-unit pre-fabricated reparation steel warehouse and 6-unit pre-fabricated reparation steel warehouse. Such agreements provided for extenion of the terms of the lease.

Held: YES Aside from the fact that the intention of NDC and PUP to enter into a contract of sale was clearly expressed in the Memorandum Order No. 214, a close perusal of the circumstances of this case strengthens the theory that the conveyance of the property from NDC to PUP was one of absolute sale, for a valuable consideration, and not a mere paper transfer as argued by

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petitioners. There is not just one party involved in the questioned transaction. Petitioners NDC and PUP have their respective charters and therefore each possesses a separate and distinct individual personality All elements of a sale were present: Consent Memorandum No. 214: WHEREAS, PUP has expressed its willingness to acquire said NDC properties and NDC has expressed its willingness to sell the properties to PUP Consideration the cancellation of NDC's liabilities in favor of the National Government in the amount of P57,193,201.64 constituted the "consideration" for the sale PUP asserted its ownership over the property by posting notices within the compound advising residents and occupants to vacate the premises

YES -the right of first refusal is an integral and indivisible part of the contract of lease and is inseparable from the whole contract. , it is not correct for petitioners to insist that there was no consideration paid by FIRESTONE to entitle it to the exercise of the right, inasmuch as the stipulation is part and parcel of the contract of lease making the consideration for the lease the same as that for the option