Uraca Vs CA
Uraca Vs CA
Uraca Vs CA
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
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* THIRD DIVISION.
703
Court of Appeals, the petitioners and the Velezes did not reach an
agreement on the new price of P1,400,000.00 demanded by the
latter. In this case, the petitioners and the Velezes clearly did not
perfect a new contract because the essential requisite of consent
was absent, the parties having failed to agree on the terms of the
payment. True, petitioners made a qualified acceptance of this offer
by proposing that the payment of this higher sale price be made by
installment, with P1,000,000.00 as down payment and the balance
of P400,000.00 payable thirty days thereafter. Under Article 1319 of
the Civil Code, such qualified acceptance constitutes a counter-offer
and has the ineludible effect of rejecting the VelezesÊ offer. Indeed,
petitionersÊ counter-offer was not accepted by the Velezes. It is well-
settled that „(a)n offer must be clear and definite, while an
acceptance must be unconditional and unbounded, in order that
their concurrence can give rise to a perfected contract.‰ In line with
this basic postulate of contract law, „a definite agreement on the
manner of payment of the price is an essential element in the
formation of a binding and enforceable contract of sale.‰ Since the
parties failed to enter into a new contract that could have
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
Same; Same; Double Sales; Before the second buyer can obtain
priority over the first, he must show that he acted in good faith
throughout (i.e., in ignorance of the first sale and of the first buyerÊs
rights)·from the time of acquisition until the title is transferred to
him by registration or failing registration, by delivery of possession.
·Under the foregoing, the prior registration of the disputed
property by the second buyer does not by itself confer ownership or
a better right over the property. Article 1544 requires that such
registration must be coupled with good faith. Jurisprudence teaches
us that „(t)he governing principle is primus tempore, potior jure
(first in time, stronger in right). Knowledge gained by the first
buyer of the second sale cannot defeat the first buyerÊs rights except
where the second buyer registers in good faith the second sale
ahead of the first, as provided by the Civil Code. Such knowledge of
the first buyer does not bar her from availing of her rights under
the law, among them, to register first her purchase as against the
second buyer. But in converso, knowledge gained by the second
buyer of the first sale defeats his rights even if he is first to register
the second sale, since such knowledge taints his prior registration
with bad
704
faith. This is the price exacted by Article 1544 of the Civil Code for
the second buyer being able to displace the first buyer; that before
the second buyer can obtain priority over the first, he must show
that he acted in good faith throughout (i.e., in ignorance of the first
sale and of the first buyerÊs rights)·from the time of acquisition
until the title is transferred to him by registration or failing
registration, by delivery of possession.‰ (Emphasis supplied)
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
PANGANIBAN, J.:
705
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
SO ORDERED.‰
__________________
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
2 Twelfth Division.
3 Ibid., p. 138; Record of the Court of Appeals, p. 126. Penned by Judge
Leopoldo Abarquez.
4 Decision of the Court of Appeals, pp. 4-5; rollo, pp. 49-50.
706
„The Velezes (herein private respondents) were the owners of the lot
and commercial building in question located at Progreso and M.C.
Briones Streets in Cebu City.
Herein (petitioners) were the lessees of said commercial
5
building.
On July 8, 1985, the Velezes through Carmen Velez Ting wrote a
letter to herein (petitioners) offering to sell the subject property for
P1,050,000.00 and at the same time requesting (herein petitioners)
to reply in three days.
On July 10, 1985, (herein petitioners) through Atty. Escolastico
Daitol sent a reply-letter to the Velezes accepting the aforesaid offer
to sell.
On July 11, 1985, (herein petitioner) Emilia Uraca went to see
Carmen Ting about the offer to sell but she was told by the latter
that the price was P1,400,000.00 in cash or managerÊs check and
not P1,050,000.00 as erroneously stated in their letter-offer after
some haggling. Emilia Uraca agreed to the price of P1,400,000.00
but counter-proposed that payment be paid in installments with a
down payment of P1,000,000.00 and the balance of P400,000 to be
paid in 30 days. Carmen Velez Ting did not accept the said counter-
offer of Emilia Uraca although this fact is disputed by Uraca.
No payment was made by (herein petitioners) to the Velezes on
July 12, 1985 and July 13, 1985.
On July 13, 1985, the Velezes sold the subject lot and commercial
building to the Avenue Group (Private Respondent Avenue
Merchandising, Inc.) for P1,050,000.00 net of taxes, registration
fees, and expenses of the sale.
At the time the Avenue Group purchased the subject property on
July 13, 1985 from the Velezes, the certificate of title of the said
property was clean and free of any annotation of adverse claims or
lis pendens.
On July 31, 1985 as aforestated, herein (petitioners) filed the
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
__________________
707
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
the trial court, the public respondent held that there was a
per-
___________________
708
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
The Issues
„I
Since it ruled in its decision that there was no meeting of the minds
on the ÂsecondÊ price offered (P1,400,000.00), hence no contract of
sale was perfected, the Court of Appeals erred in not holding that
the original written contract to buy and sell for P1,050,000.00 the
Velezes property continued to be valid and enforceable pursuant to
Art. 1279 in relation with Art. 1479, first paragraph, and Art. 1403,
subparagraph 2(e) of the Civil Code.
II
___________________
709
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
___________________
710
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
___________________
711
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
„x x x xxx xxx
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.
____________________
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
712
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
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20 Cruz vs. Cabana, 129 SCRA 656, 663, June 22, 1984, per Teehankee,
J.
713
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
__________________
714
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
__________________
715
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
··o0o··
716
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SUPREME COURT REPORTS ANNOTATED VOLUME 278 8/7/17, 10:04 AM
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