Macasaet V R Transport Case Digest (Law On Sales)

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MACASAET vs. R. TRANSPORT CORP.

G.R. No 172446 / 535 SCRA503; October 10, 2007

Facts: Macasaet and R. Transport Corp. entered into a Deed of Sale with Assumption of
Mortgage over 4 Hino passenger buses whereby Macasaet agreed to pay R. Transport P12 M
and assume the letter’s existing mortgage obligation. R. Transport delivered 2 of the 4 units.
However, despite demands, Macasaet failed to pay the purchase price. R. Transport filed a
complaint for the issuance of a writ of replevin and a prayer to be declared as the lawful owner
and possessor of the 2 passenger buses.

Prior to the execution of the deed of sale, the parties entered into a “Special Trip Contract”
wherein it was stipulated that R. Transport would lease the buses to Macasaet for P10,000 per
day per bus for 1 week (P 280,000 total). R. Transport also sought to recover the income
generated by the 2 buses.

Petitioner Macasaet alleged that he had already paid respondent the full consideration amount
of P12 M, and had agreed to assume the mortgage obligation. He claimed ownership over the 4
buses. For his counterclaim, he prayed for the return of the 2 seized bus units, and the delivery
of the other 2 units. The Court of Appeals sustained the RTC ruling in favor of R. Transport,
declaring that the non-perfection of the Deed of Sale precluded Macasaet from possessing and
enjoying the buses, including the income thereof.

Issues:
a. Whether the Court of Appeals erred when it held that there was no perfected contract of
sale
b. Whether respondent R. Transportation had the right to rescind or cancel the Deed of
Sale due to non-payment of the purchase price

Ruling:
a. Yes, there was a perfected contract of sale. The CA erred in stating that the Deed of
Sale was not perfected, for it was. There was no consummation, though. Being a
consensual contract, sale is perfected at the moment there is a meeting of the minds
upon the thing which is the object of the contract and upon the price. A perfected
contract of sale imposes reciprocal obligations on the parties whereby the vendor
obligates himself to transfer the ownership of and to deliver a determinate thing to the
buyer, who in turn is obligated to pay a price certain in money or its equivalent.

Failure to pay consideration is different from lack of consideration. The former results in
a right to demand the fulfillment or cancellation of the obligation under an existing
contract, while the latter prevents the existence of a valid contract.

b. Yes, the respondent has a right to rescind or cancel the deed of sale in view of the
petitioner’s failure to pay the consideration. Non-payment of the purchase price
constitutes a very good reason to rescind a sale for it violates the very essence of the
contract of sale. Macasaet did not pay the full purchase price as stipulated in the
contract while R. Transport complied with its obligation when it delivered 2 of the buses
which were the subject of the sale. A necessary consequence of rescission of the
contract of sale is the recovery of possession of the object thereof.

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