[G.R. No. 134992.November 20, 2000]PEPITO S. PUA, and his spouse LOURDES UY (deceased) represented by her legal heirs, namely PEPITO S. PUA, as surviving husband, and the minors PHILIP PUA, ESMERALDA PUA, PETER PUA, ISRAEL PUA, TEOLANO PUA, OLIVIA PUA and JOVITA PUA, all represented by their father and natural guardian PEPITO PUA; JOHNNY P. UY and his aunt and guardian LEONCIA COLOMA; SPOUSES PEDRO DOMINGO UY and PRECIOSA PUA UY or SPOUSES LINO UY and JOLLY GAN UY; and the REGISTER OF DEEDS OF ISABELA,petitioners, vs.THE HONORABLE COURT OF APPEALS, MYRNA S. PUA, ARSENIO UY and ROSITA UY,respondents.D E C I S I O NKAPUNAN,J.:The instant petition for review oncertiorariseeks the reversal of the decision, datedJuly 31, 1997; and resolution, dated June 19, 1998, of the Court of Appeals, which affirmedin totothe decision of the Regional Trial Court of Cauayan, Isabela, Second Judicial Region, Branch 19.The antecedent facts, as found by the trial court, are as follows:The plaintiff Myrna S. Pua and the defendant Pepito S. Pua are sister and brother, respectively, their mother being Jovita S. Pua.The latter was the former owner of the land in controversy (Exhibit M-1) together with a commercial building erected thereon (Exh. M).Pepito S. Pua being her eldest son, she placed the land in question in his name (Exh. A) but she continued to exercise rights of dominion over said property together with the building thereon by renting the same to a certain Cesar Calitis (Exh. G-1).On November 11, 1980, as representative of Pepito S. Pua, Jovita S. Pua entered into an amicable settlement in an ejection case commenced by the latter against the intervenor Arsenio Uy wherein she agreed to convey to Arsenio Uy twelve (12) square meters of the land in question (Exh. C-Int.).On April 27, 1981, the sale of the twelve square meters was registered (Entry 543 in Exh. A), hence, the remaining unencumbered portion of the land covered by said title is only 620 square meters.As she intended this lot for her daughter Myrna S. Pua, she required Pepito S. Pua to convey the same to his sister.In obedience thereto, Pepito and his wife, Lourdes Uy, executed a Deed of Donation in favor of Myrna S. Pua on December 2, 1989 (Exh. B) and the owners duplicate copy of TCT No. T-76755 (Exh. A) was delivered to her.As owner of the lot and building erected thereon, Myrna S. Pua leased the same to one Cesar Calitis on April 3, 1992 (Exh. G). On June 22, 1992 Myrna, however, executed a document promising to sell the same property to the intervenors Arsenio Uy and Rosita Uy for a consideration of P1,200,000.00 (Exh. D-Int.) out of which P400,000.00 was already paid (Exhs. D-1, D-2 and D-3-Int.).On June 12, 1991, a certified true copy of an order in LRC Petition No. 75 of the RTC, Branch 16 directing the reconstitution of the original and owners duplicate of TCT No. T-76755, was registered (Exh. L).On July 12, 1991, the original and owners duplicate copy of said title was issued by the Register of Deeds (Exh. D, see entry No. 6653 at the back of Exh. D).When subpoenaed by this Court to produce the record of LRC Petition No. 75, Atty. Benito Sales, Jr., the Clerk of Court of Branch 16 of the RTC at (sic) Ilagan, Isabela, failed to present the same.On the witness stand, he declared that there was no such petition docketed in said Court on May 8, 1991; and that the LRC Case No. 75 appears in the record of said Court to have been filed on January 10, 1984 by one Jaime Guzman for the reconstitution of TCT No. T-455633.He, however, admitted that his signature in Exhibits S (copy of the petition) and L (certifying that the order of June 11, 1991 is a true copy) are genuine.On March 5, 1992, a Deed of Absolute Sale of the remaining 620 square meters, executed by Pepito S. Pua and Lourdes Uy on January 4, 1979 in favor of Johnny P. Uy, a minor represented by Leoncia Coloma Uy (Exh. 4-Uy) and ratified by Valentin G. Remigio, was registered in the Office of the Register of Deeds (see Entry No. 1724 in Exh. D) and as a consequence of said registration TCT No. T-206151 in the name of Johnny Uy, minor, represented by his auntie and natural guardian Leoncia Coloma Uy was issued (Exh. 1-Uy).On January 10, 1990 another deed of absolute sale of the same property was executed by Pepito S. Pua and Lourdes Uy in favor of the same Johnny P. Uy, also represented by Leoncia Coloma, which was ratified by notary public Constante B. Albano (Exh. 3-Uy).This document was not registered in the Office of the Register of Deeds.During the trial Jovencio Tattao y Nuez, OIC Clerk of Court of Branch 22 of the RTC at (sic) Cabagan, Isabela testified that the late Atty. Valentin G. Remigio was the Clerk of Court of the CFI Branch III at (sic) Cabagan now RTC Branch 22, from 1977 up to 1980 when he was appointed Municipal Judge of the MTC of Alicia, Isabela; and that among the documents on file in the said Court and ratified by said Atty. Remigio in his capacity as a notary public are Exhibits N, N-1, to N-12.Upon motion of the plaintiff, these documents, containing the genuine signatures of notary public Valentin Remigio ratified by him in the month of January, 1979, together with the deed in favor of Johnny P. Uy dated January 4, 1979 (Exh. 4- Uy) were submitted for handwriting examination to the PNP Crime Laboratory at Camp Crame, Quezon City.Rosario Perez y Cain, a handwriting expert from said office declared during the trial that after a thorough examination of the genuine signatures of notary public Valentin G. Remigio in Exhs. N, N-1 to N-12, and his alleged signature in Exh. 4-Uy, she arrived at a conclusion that his signature in exhibit 4-Uy was not written by him (Exh. R-Int.).Her testimony and findings were never refuted by the defendants.The evidence further shows that Johnny P. Uy was delivered by Preciosa Uy at the Chinese General Hospital in Manila on March 1, 1980 (Exhs. 6, 6-A-1, 6-B-Uy).Her husband, Pedro Domingo Uy is a Chinese national but was naturalized as a Filipino on January 16, 1976 (Exh. 7-Uy).In his income tax return for the year 1990 (Exh. 8-Uy) Johnny P. Uy appears to be Pedro Domingo Uys lone dependent.Lino Uy and Mario Uy, the spouses of Jolly Gan Uy and Leoncia Coloma, respectively, are the brothers of Pedro Domingo Uy and both are Chinese citizens.In their Joint Affidavit (Exh. 9-Uy), Pedro Domingo Uyand Preciosa Uy alleged among others that they gave their son Johnny P.Uy to the spouses Lino Uy and Jolly Gan Uy upon his birth and Leoncia Coloma purchased the land in question for Johnny P. Uy on January 4, 1979. (Rec., pp. 452-455).[1]On January 31, 1995, the trial court rendered a decision, the dispositive portion of which reads as follows:WHEREFORE, in view of the foregoing considerations, judgment is hereby rendered:1.Declaring the Deed of Donation (Exh. B) executed by the defendant Pepito S. Pua and his late wife Lourdes Uy in favor of plaintiff valid and binding against the donors and theirs heirs and/or successors-in-interest;2.Declaring the deeds of sale (Exhs. 4-Uy and 3-Uy) in favor of Johnny P. Uy null and void;3.Declaring the reconstituted copy of the original and owners duplicate copy of TCT No. T-76755 (Exh. D) issued pursuant to the spurious and/or falsified order (Exh. L) in LRC Case No. 75 of the RTC, Branch 16 null and void;4.Declaring TCT No. T-206161 (Exh. 1-Uy) issued to Johnny P. Uy null and void and ordering the Register of Deeds to reinstate TCT No. T-76755;5.Declaring Johnny P. Uy the legitimate child of the spouses Pedro Domingo Uy and Preciosa Uy and not that of the spouses Lino Uy and Jolly Gan Uy;6.Declaring Johnny P. Uy as the dummy of Leoncia Uy in acquiring the land in question;7.Recommending to the Anti-Dummy Board the prosecution of Pepito S. Pua, Leoncia Uy, Johnny P. Uy and the spouses Pedro Domingo Uy and Preciosa Uy for violation of the Anti-Dummy Law;8.Recommending to the Ombudsman the prosecution of Atty. Benito Sales, Jr., Clerk of Court of the RTC, Branch 16, Ilagan, Isabela, for falsifying the order of reconstitution in LRC Case No. 75 (Exh. L);9.Recommending to the Supreme Court that disciplinary action be taken against Atty. Benito Sales, Jr., Clerk of Court, RTC, Branch 16, Ilagan, Isabela for falsifying the order of reconstitution of TCT T- 76755 dated June 11, 1991 in LRC Case No. 75 of said court, and for this purpose directing the Clerk of Court to furnish the Supreme Court, through the Court Administrator, a copy of this decision; and10.Ordering the defendants to pay the costs.SO ORDERED. (Rec., pp. 473-475)[2]Dissatisfied with the trial courts decision, petitioners brought the case on appeal to the Court of Appeals.On July 31, 1997, the appellate court rendered a decision, affirmingin totothe trial courts ruling.Hence, this petition wherein the petitioners raise the following issues, to wit:IThe respondent Court of Appeals ERRED when it upheld the ruling of the Regional Trial Court that the Deeds of Sale in favor of petitioner Johnny Uy and TCT No. T-206151 issued in his name was null and void.A.The respondent Court of Appeals erred in relying on the questionable testimony of the purported PNP handwriting expert.B.The respondent Court of Appeals wrongly applied the law on agency and representation in the case at bar.C.Grantingarguendothat the 1979 Deed of Sale was invalid, the respondent Court of Appeals still erred when it did not consider the established fact that there was actually a sale of the property in question in favor of petitioner Leoncia Coloma in the said year.D.The respondent Court of Appeals erred when it upheld the lower courts erroneous finding that 1979 Deed of Sale was void because petitioner Johnny Uy lacked legal capacity.E.The respondent Court of Appeals further ERRED in not recognizing petitioner Leoncia Coloma as an innocent purchaser for value, having relied on the title presented to her by the registered owner, which upon verification with the Register of Deeds was clean and free from any lien and/or encumbrance.F.In not finding that the alleged reconstitution of TCT No. T-76755 by the Regional Trial Court, Branch 16 of Ilagan, Isabela in LRC Case No. 75 does not invalidate the transfer to and title of petitioner Leoncia Coloma over the subject property, respondent Court of Appeals committed another error.G.The respondent Court of Appeals erred in not finding petitioner Leonica Colomas right superior to that of private respondent Myrna Pua based on the principle of double sale.IIThe respondent Court of Appeals ERRED when it upheld the ruling of the lower court that the Deed of Donation in favor of private respondent Myrna Pua was valid and binding for the following reasons:A.The alleged Deed of Donation cannot be given effect and validity considering the fact that the signature of the alleged donor therein was not genuine.B.As admitted by private respondent Myrna Pua AGAINST HER OWN INTEREST the property belonged to Jovita Pua, her mother, and thus, the donation thereof to her by a person other than the real owner is not valid.C.Private respondent Myrna Puas admission that her mother Jovita Pua was leasing the subject property subsequent to the execution of the alleged Deed of Donation, if believed to be true, shows that her mother never intended to actually part therewith during her lifetime, andas such, the alleged donation in her favor being mortis causa is void for failure to comply with the formalities of a will.IIIThe respondent Court of Appeals ERRED when it upheld the ruling of the lower court that petitioner Johnny Uy was the dummy of petitioner Leoncia Coloma and its recommendation for the prosecution of petitioners Pepito Pua, Leoncia Coloma and Johnny Uy as well as spouses Pedro Domingo Uy and Preciosa Uy for violation of the Anti-Dummy Law.A.The basis of the alleged violation of the Anti-Dummy Law that petitioner Leoncia Colomas husband is an alien, and hence, disqualified to acquire the land in question is immaterial because as found by the lower court and upheld by respondent Court of Appeals, it was petitioner Leoncia Coloma who was the ACTUAL BUYER.B.Petitioners Leoncia Coloma and Johnny Uy, being Filipino citizens, are undeniably qualified to own real property.C.Spouses Pedro Domingo Uy and Preciosa Uy had nothing to do with the purchase of the subject property since, as found by the lower court and affirmed by respondent Court of Appeals, inasmuch as petitioner Leoncia Coloma was the one who bought the said property.D.Besides, assuming the Deeds of Sale in question to be void in themselves, a prosecution under the Anti-Dummy Law could not prosper because being invalid such Deeds are of no consequence.E.Moreover, assuming the admission of private respondent Myrna Pua that Jovita Pua owned the property to be true, Jovita Pua could not even be prosecuted for violation of the Anti-Dummy Law for allegedly registering the property in his (sic) sons name.[3]Petitioners arguments are summarized as follows:1.Petitioner Pepito S. Pua and his now deceased wife Lourdes Uy offered to sell the land in dispute to petitioner Leoncia Coloma sometime in 1978.True to their offer, they sold the said property to Leoncia Coloma on January 4, 1979, as evidenced by a Deed of Sale notarized by notary public, Atty. Valentin Remigio.Delivery of the original owners duplicate copy of the Transfer Certificate of Title No. T-76755 was, however, withheld by the spouses Pepito S. Pua and Lourdes Uy until full payment of the total consideration was made.[4]2.While the actual vendee of the subject property was petitioner Leoncia Coloma, the latter opted to put the name of her yet unborn nephew, Johnny P. Uy, in the Deed of Sale.[5]3.On January 10, 1990, upon agreement of the spouses Pepito S. Pua and Lourdes Uy as vendors, and Leoncia Coloma as vendee, another Deed of Sale was executed by them and notarized by Atty. Constante B. Albano.Petitioners allege that the said second Deed of Sale was executed simply to confirm the previous sale of January 4, 1979.[6]4.From the time of sale in 1979, petitioner Leoncia Coloma and the other legal heirs of Lourdes Uy have been in peaceful possession of the land in question.[7]5.The aforesaid Deeds of Sale executed by the spouses Pepito S. Pua and Lourdes Uy in favor of Leoncia Coloma are valid and binding in all respects.The findings of the trial court, as affirmed by respondent Court of Appeals, that the 1979 Deed of Sale is null and void because the purported signature of notary public Atty. Valentin Remigio therein was forged are erroneous.Granting that the notary public did not sign the acknowledgment portion of the 1979 Deed of Sale, such defect is not fatal to the validity of the sale as it simply transformed the said deed from a public document into a private document.Petitioners asseverate that it is not a requirement for the validity of a contract of sale of a parcel of land that it be embodied in a public instrument.[8]The defect should be considered rectified with the execution of the 1990 Deed of Sale which should be made to retroact to the date when the sale was perfected in 1979.6.The appellate courts invocation of the law of agency in the instant case is faulty.It does not find application in the controversy at hand.Petitioner Leoncia Coloma did not act in a representative capacity in buying the subject property, as it was she who was the actual buyer of the said land.The naming of the property in favor of petitioner Johnny Uy was done in accordance with the Chinese tradition of naming property in favor of an unborn male child.The fact that Leoncia Coloma wanted to give the property to her nephew should not affect the validity of the sale.[9]Additionally, since it was Leoncia Coloma who was the actual buyer and not Johnny Uy, respondent Court of Appeals allegedly erred in finding that the contract of sale was invalid because of lack of legal capacity of said Johnny Uy.7.Leoncia Coloma should be considered an innocent purchaser for value inasmuch as she was not aware of any lien or encumbrance over the property, for none had been registered with the Register of Deeds. Moreover, the invalidity of the alleged reconstitution of TCT No. T-76755 by the RTC, Branch 16 of Ilagan, Isabela in LRC Case No. 75 does not affect the rights of petitioner Leoncia Coloma to the property in dispute.As stated earlier, Leoncia Coloma simply relied on what appeared on the title of her vendors, and on its face, there was nothing wrong or irregular with it.In fact, petitioners allege that the Register of Deeds duly registered the said order of reconstitution.Citing a decided case,[10]petitioners asseverate that the rights of an innocent purchaser for value must be respected and protected notwithstanding the fraud employed by the seller in securing his title.8.The appellate court erred in not finding that Leoncia Colomas right was superior to private respondent Myrna Puas based on the principle of double sale.Leoncia Coloma is the preferred transferee of the land in question, inasmuch as she registered the 1979 Deed of Sale in good faith before she became aware of private respondent Myrna Puas supposed claim.On the other hand, the alleged 1989 Deed of Donation in favor of private respondent Myrna Pua was never registered.Even assuming that the registration in favor of Leoncia Coloma was void, she still had a superior right over the property, having been in possession thereof since 1979.[11]9.The Deed of Donation in favor of private respondent Myrna Pua alleging that the signature of the donor, Pepito Pua is not valid as the signature of the donor, Pepito Pua, therein was not geniune.Moreover, Myrna Pua admitted against her own interests that the subject property was actually owned by her mother Jovita Pua; hence, Pepito Pua could not have validly donated the same to her as he was not the real owner thereof.[12]10.The admission of private respondent Myrna Pua that her mother Jovita Pua continued to lease out the subject property subsequent to the execution of the Deed of Donation, if true, shows that said Jovita Pua never intended to actually part therewith during her lifetime; consequently, the alleged donation in Myrna Puas favor, beingmortis causa, is void for failure to comply with the formalities of a will.[13]11.Finally, the Court of Appeals erred in upholding the ruling of the trial court that petitioner Johnny Uy was the dummy of Leoncia Coloma; and in recommending that petitioners Pepito Pua, Leoncia Coloma and Johnny Uy as well as spouses Pedro Domingo Uy and Preciosa Uy be prosecuted for violation of the Anti-Dummy Law.There is no basis for said ruling as the parties involved in the 1979 and 1990 Deeds of Sale are Filipino citizens and not aliens.It was clearly established at the trial that petitioner Leoncia Coloma is a Filipino citizen, while her husband was a Chinese national who was later naturalized as a Filipino.Petitioner Johnny Uy was found to be the son of Preciosa Uy who is also a Filipino and Pedro Domingo Uy who was a Chinese national but was naturalized as a Filipino on January 16, 1976.[14]We find the petitioners contentions bereft of merit.It is axiomatic that the findings of fact of the trial court, especially when affirmed by the Court of Appeals, are binding and conclusive on the Supreme Court.[15]The issue of whether a contract is simulated or real is factual in nature.[16]In the case at bar, the Court finds no cogent reason to disturb the findings of both courts below where the facts found by the Court of Appeals sustaining the trial court readily converge towards one conclusion[17]- that the alleged sales by Pepito Pua in favor Johnny P. Uy in 1979 and 1990 were absolutely simulated.The evidence shows that Johnny P. Uy who was named in the deed of sale as the buyer, was actually born on March 1, 1980.The said deed of sale in his favor was executed on January 4, 1979.Thus, the appellate court correctly found that since said Johnny P. Uy was not even conceived yet at the time of the alleged sale, he therefore had no legal personality to be named as a buyer in the said deed of sale.Neither could he have given his consent thereto.[18]Article 1318 of the New Civil Code provides:Art. 1318.There is no contract unless the following requisites concur:(1) Consent of the contracting parties;(2) Object certain which is the subject matter of the contract;(3) Cause of the obligation which is established.The contract of 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.[19]Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract.[20]Unemancipated minors, insane or demented persons, and deaf-mutes who do not know how to write can not validly give consent to contracts.[21]In the instant case, Johnny P. Uy could not have validly given his consent to the contract of sale, as he was not even conceived yet at the time of its alleged perfection.The appellate court, therefore, correctly ruled that for lack of consent of one of the contracting parties, the deed of sale is null and void.The appellate court likewise correctly found that Leoncia Coloma could not have acted as representative of Johnny P. Uy.In the first place, she did not have the right to represent Johnny P. Uy for lack of legal authority to act for and in behalf of said minor.[22]It is well-settled that without authority from the Court, no person can make a valid contract for or on behalf of a minor.[23]Besides, petitioners themselves insist that Leoncia Coloma was not acting in a representative capacity when she purchased the subject, but rather, that she was acting in her own behalf as the actual buyer of said land.In light of the above findings regarding the nullity of the deeds of sale, the issue of whether or not the defect in the 1979 Deed of Sale has been rectified by the subsequent Deed of Sale, dated January 10, 1990, has become moot and academic.As found by the appellate court, an absolutely simulated contract is not susceptible of ratification.The Court of Appeals further found that, on the other hand, private respondent Myrna S. Pua was able to show and prove during the trial that petitioners Pepito S. Pua and his wife Lourdes Uy, now deceased, signed and executed a notarial instrument of Donation Inter Vivos on December 2, 1989 (Exh. B) and entered as Doc. No. 394; Page No. 80; Book No. 63; Series of 1989 in the Notarial Register of Notary Public Godofredo P. Melegrito of San Mateo, Isabela, conveying by way of donationinter vivos, the parcel of land subject of this case and which was duly accepted by private respondent as donee.[24]Anent petitioners allegation that the donation, if there was any, was onemortis causa; hence, void for failure to comply with the formalities of a will, such contention is likewise without merit.The trial court has found as a fact that as owner of the lot and building erected thereon, Myrna S. Pua leased the same to one Cesar Calitis on April 3, 1992 (Exh. G).On June 22, 1992, Myrna however, executed a document promising to sell the same property to the intervenors Arsenio Uy and Rosita Uy for a consideration of P1,200,000.00 (Exh. D-Int.) out of which P400,000.00 was already paid (Exhs. D-1, D-2 and D-3-Int.).[25]Petitioners allegations that the deed of donation was obtained through fraud and undue influence and that the signatures of Pepito S. Pua and Lourdes Uy were forged, has not been fully substantiated.They did not present any strong and conclusive evidence during the trial to override the evidentiary value of the duly notarized deed of donation.[26]Their belated attempt to introduce a National Bureau of Investigation Report containing the conclusion that the signature of Pepito S. Pua in the December 2, 1989 Deed of Donation was not genuine cannot be entertained by the Court, as said document is being introduced for the first time on appeal.It is well-settled that issues not raised in the courta quocannot be raised for the first time on appeal in the Supreme Court without violating the basic rules of fair play, justice and due process.[27]Anent petitioners contention that petitioner Leoncia Coloma has a superior rightto the property, having registered in good faith the Deed of Sale in favor of her nephew Johnny Uy in the Register of Deeds, while the Deed of Donation in favor of private respondent Myrna Pua was never registered, this may very well be true, for indeed, the rule is that a deed of sale which has been duly registered prevails over that which has not.However, as correctly found by the Court of Appeals, the above doctrine finds no application in the instant case because the Deed of Sale which was executed on January 4, 1979 was absolutely simulated, hence, null and void.Finally, on petitioners allegation that there is no basis for the trial courts recommendation that they be prosecuted for violation of the Anti-Dummy Law, we are inclined to agree with petitioners on this point.The acts sought to be punished by the Anti-Dummy Law are allowing the use of the name of a citizen of the Philippines for the purpose of evading any constitutional or legal provision requiring Philippine citizenship as a requisite for the exercise or enjoyment of a right, franchise or privilege, and the profiting of any alien thereby.[28]It punishes the evasion of nationalization laws (by the use of dummies) and prohibits aliens from intervening in the management, operation, administration or control of any nationalized activity, wholly or partially but to an extent of not less than sixty percent (60%), whether as an officer, employee or laborer, as well as imposing criminal sanctions on the president, managers, board members or persons in charge of the violating entity and causing the latter to forfeit its privileges, rights and franchises.[29]In the instant case, the trial court based its recommendation on its finding that the alleged buyer, Leoncia Coloma, was married to a Chinese citizen.The trial court thus concluded that as her husband is an alien disqualified under the Constitution of the Philippines to acquire the land in question, to circumvent this law, she placed the title of the property in the name of Johnny P. Uy who, because of the latters close affinity with her husband could be her trustee.[30]However, no evidence was presented by the private respondents to show that it was Leoncia Colomas husband who was the actual buyer of the subject property. Nor was evidence adduced to support the conclusion that the spouses Pedro Domingo Uy and Preciosa Uy had any participation in the sale.As for Johnny Uy, he was merely a child at the time of the alleged transaction, and private respondents failed to prove that he was aware of its significance.Hence, there is no sufficient basis for the prosecution of petitioners for violation of the Anti-Dummy Law.WHEREFORE, in view of the foregoing, the decision appealed from is hereby AFFIRMED with the MODIFICATION that the portion of the appellate courts decision recommending the prosecution of petitioners Pepito Pua, Leoncia Coloma and Johnny Uy as well as spouses Pedro Domingo Uy and Preciosa Uy for violation of the Anti-Dummy Law, be deleted.

[G.R. No. 134219. June 08, 2005]SPOUSES MARIO AND ELIZABETH TORCUATOR,petitioners, vs. SPOUSES REMEGIO AND GLORIA BERNABE and SPOUSES DIOSDADO and LOURDES SALVADOR,respondents.D E C I S I O NTINGA,J.:In the instantPetition,[1]spouses Mario and Elizabeth Torcuator assail theDecision[2]of the Court of Appeals in C.A.-G.R. CV No. 36427, which affirmed the trial courts dismissal of their complaint for specific performance,[3]and itsResolution[4]which denied their motion for reconsideration.The facts as summarized by the Court of Appeals are as follows:The subject of this action is Lot 17, Block 5 of the Ayala Alabang Village, Muntinlupa, Metro-Manila, with an area of 569 square meters and covered by TCT No. S-79773. The lower court found that the above parcel of land was purchased by the spouses Diosdado and Lourdes Salvador (Salvadors, for short) from the developers of Ayala Alabang subject, among others, to the following conditions:--It is part of the condition of buying a lot in Ayala Alabang Village (a) that the lot buyer shall deposit with Ayala Corporation a cash bond (aboutP17,000.00 for the Salvadors) which shall be refunded to him if he builds a residence thereon within two (2) years of purchase, otherwise the deposit shall be forfeited, (b) architectural plans for any improvement shall be approved by Ayala Corporation, and (c)no lot may be resold by the buyer unless a residential house has been constructed thereon (Ayala Corporation keeps the Torrens Title in their [sic] possession).(p. 5, RTC Decision)Evidences on record further reveal that on December 18, 1980, the Salvadors sold the parcel of land to the spouses Remigio and Gloria Bernabe (Bernabes, for expediency). Given the above restrictions, the Salvadors concomitantly executed a special power of attorney authorizing the Bernabes to construct a residential house on the lot and to transfer the title of the property in their names.The Bernabes, on the other hand, without making any improvement, contracted to sell the parcel of land to the spouses Mario and Elizabeth Torcuator (Torcuators, for brevity) sometime in September of 1986. Then again, confronted by the Ayala Alabang restrictions, the parties agreed to cause the sale between the Salvadors and the Bernabes cancelled (Exhibit D), in favor of (a) a new deed of sale from the Salvadors directly to the Torcuators; (b) a new Irrevocable Special Power of Attorney (Exhibit F) executed by the Salvadors to the Torcuators in order for the latter to build a house on the land in question; and (c) an Irrevocable Special Power of Attorney (Exhibit E) from the Salvadors to the Bernabes authorizing the latter to sell, transfer and convey, with power of substitution, the subject lot.The Torcuators thereafter had the plans of their house prepared and offered to pay the Bernabes for the land upon delivery of the sale contract. For one reason or another, the deed of sale was never consummated nor was payment on the said sale ever effected. Subseuqently, the Bernabes sold the subject land to Leonardo Angeles, a brother-in-law (Exh. 7). The document however is not notarized. As a result, the Torcuators commenced the instant action against the Bernabes and Salvadors for Specific Performance or Rescission with Damages.After trial, the court a quo rendered its decision, the decretal portion reads:--From all the foregoing disquisition, especially since the plaintiffs did not suffer any real damage (by January, 1987 they could have purchased another lot in Ayala Alabang, and the architectural plans they commissioned Arch. Selga to prepare could then be used by the plaintiffs), the complaint filed by the plaintiff spouses is dismissed. Since the plaintiff acted with sincerity and without delay in asserting what they believed to be their prerogatives, i.e., without any malice or desire to take advantage of another, the counter-claim interposed by the Bernabes against the Torcuator spouses is similarly dismissed.Makati, Metro-Manila, August 20, 1991.[5]The Court of Appeals dismissed the appeal, ruling that the sale between the Bernabes and the Torcuators was tainted with serious irregularities and bad faith. The appellate court agreed with the trial courts conclusion that the parties entered into the contract with the intention of reneging on the stipulation disallowing the sale or transfer of vacant lots in Ayala Alabang Village.It also ruled that the parties deprived the government of taxes when they made it appear that the property was sold directly by the Salvadors to the Torcuators. Since there were actually two sales,i.e., the first sale between the Salvadors and the Bernabes and the second between the Bernabes and Torcuators, taxes should have been paid for both transfers.[6]The Court of Appeals denied petitioners motion for reconsideration in itsResolution[7]dated June 15, 1998.Petitioners then filed the instant petition, averring that the appellate court erred in dismissing their appeal on the strength of issues which were neither pleaded nor proved. The conditions allegedly imposed by Ayala Corporation on the sale of lots in Ayala Alabang Village were: (a) that the lot-buyer shall deposit with Ayala Corporation a cash bond (aboutP17,000.00 for the Salvadors) which shall be refunded to him if he builds a residence thereon within two (2) years of purchase, otherwise the deposit shall be forfeited; (b) architectural plans for any improvement shall be approved by Ayala Corporation; and (c) no lot may be resold by the buyer unless a residential house has been constructed thereon (Ayala Corporation keeps the Torrens title in their (sic) possession.)[8]According to petitioners, the stipulation prohibiting the sale of vacant lots in Ayala Alabang Village, adverted to by the appellate court in its decision as evidence that the sale between the Bernabes and the Torcuators was tainted with serious irregularities, was never presented or offered in evidence by any of the parties. Without such stipulation having been presented, marked and offered in evidence, the trial court and the appellate court should not have considered the same.The appellate court allegedly also erred in declaring that the contract of sale subject of the case is void, as it was intended to deprive the government of revenue since the matter of taxes was not even mentioned in the appealed decision of the trial court.Further, petitioners assert that the contract was a perfected contract of sale not a mere contract to sell. The trial court thus erred in declaring that the contract was void due only to petitioners failure to deliver the agreed consideration. Likewise, the fact that the contract calls for the payment of the agreed purchase price in United States Dollars does not result in the contract being void. The most that could be demanded, in accordance with jurisprudence, is to pay the obligation in Philippine currency.Petitioners also dispute the trial courts finding that they did not suffer any real damage as a result of the transaction. On the contrary, they claim that respondents refusal to transfer the property caused them actual and moral damages.Respondents filed theirComment/Opposition (To the Petition for Certiorari)[9]dated November 4, 1998 countering that petitioners knew of the condition prohibiting the sale of vacant lots in Ayala Alabang Village as the same was annotated on the title of the property which was submitted and adopted by both parties as their evidence. The fact that the agreement required petitioners to construct a house in the name of the Salvadors shows that petitioners themselves knew of the condition and acknowledged its validity.As regards petitioners contention that the Court of Appeals should not have ruled on the matter of taxes due the government, respondents assert that the appellate court has the power to review the entire case to determine the validity of the judgment of the lower court. Thus, it may review even matters which were not raised on appeal.Respondents refer to the circumstances surrounding the transaction as proof that the parties entered into a mere contract to sell and not a contract of sale. Allegedly, the memorandum containing the agreement of the parties merely used the term offer. The payment of the purchase price was ostensibly a conditionsine qua nonto the execution of the deed of sale in favor of petitioners, especially since the Bernabes came to the Philippines with the express purpose of selling the property and were leaving for the United States as soon as they were paid. Moreover, petitioners were required to construct a residential house on the property before it could be sold to them in accordance with the condition imposed by Ayala Corporation.Further, respondents maintain that the transaction was not consummated due to the fault of petitioners who failed not only to prepare the necessary documentation but also to pay the purchase price for the property. They also argue that the special power of attorney executed by the Salvadors in favor of petitioners merely granted the latter the right to construct a residential house on the property in the name of the Salvadors. The original document was not even given to the Torcuators precisely because they have not paid the purchase price.Petitioners filed aReply[10]dated January 20, 1999 in reiteration of their arguments.In theResolution[11]dated February 10, 1999, the parties were required to file their respective memoranda. Accordingly, petitioners filed theirMemorandum[12]on April 19, 1999. On the other hand, in view of respondents disappearance without notice, the Court resolved to dispense with their memorandum.[13]The trial court denied petitioners complaint on three (3) grounds, namely: (1) the alleged nullity of the contract between the parties as it violated Ayala Corporations condition that the construction of a house is a prerequisite to any sale of lots in Ayala Alabang Village; (2) non-payment of the purchase price; and (3) the nullity of the contract as it called for payment in United States Dollars. To these reasons, the Court of Appeals added a fourth basis for denying petitioners appeal and that is the alleged nullity of the agreement because it deprived the government of taxes.An analysis of the facts obtaining in this case leads us to affirm the assailed decisions although from a slightly different but related thrust.Let us begin by characterizing the agreement entered into by the parties,i.e., whether the agreement is a contract to sell as the trial court ruled, or a contract of sale as petitioners insist.The differences between a contract to sell and a contract of sale are well-settled in jurisprudence. As early as 1951, we held that in a contract of sale, title passes to the buyer upon delivery of the thing sold, while in a contract to sell, ownership is reserved in the seller and is not to pass until the full payment of the purchase price is made. In the first case, non-payment of the price is a negative resolutory condition; in the second case, full payment is a positive suspensive condition. Being contraries, their effect in law cannot be identical. In the first case, the vendor has lost and cannot recover the ownership of the land sold until and unless the contract of sale is itself resolved and set aside. In the second case, however, the title remains in the vendor if the vendee does not comply with the condition precedent of making payment at the time specified in the contract.[14]In other words, in a contract to sell, ownership is retained by the seller and is not to pass to the buyer until full payment of the price or the fulfillment of some other conditions either of which is a future and uncertain event the non-happening of which is not a breach, casual or serious, but simply an event that prevents the obligation of the vendor to convey title from acquiring binding force.[15]We have carefully examined the agreement between the parties and are far from persuaded that it was a contract of sale.Firstly, the agreement imposed upon petitioners the obligation to fully pay the agreed purchase price for the property. That ownership shall not pass to petitioners until they have fully paid the price is implicit in the agreement. Notably, respondent Remigio Bernabe testified, without objection on the part of petitioners, that he specifically informed petitioners that the transaction should be completed,i.e., that he should receive the full payment for the property, before he left for the United States on October 14, 1986.[16]Moreover, the deed of sale would have been issued only upon full payment of the purchase price, among other things. Petitioner Mario Torcuator acknowledged this fact when he testified that the deed of sale and original special power of attorney were only to be delivered upon full payment of the purchase price.[17]As correctly observed by the trial court, the Salvadors did not execute a deed of sale in favor of petitioners, and instead executed a special power of attorney authorizing the Bernabes to sell the property on their behalf, in order to afford the latter a measure of protection that would guarantee full payment of the purchase price before any deed of sale in favor of petitioners was executed.Remarkably, the records are bereft of any indication that petitioners ever attempted to tender payment or consign the purchase price as required by law. TheComplaint[18]filed by petitioners makes no mention at all of a tender of payment or consignation having been made, much less that petitioners are willing and ready to pay the purchase price. Petitioners averments to the effect that they have sufficient funds to pay for the property and have even applied for a telegraphic transfer from their bank account to the Bernabes bank account, uncoupled with actual tender and consignation, are utterly self- serving.The trial court correctly noted that petitioners should have consigned the amount due in court instead of merely sending respondents a letter expressing interest to push through with the transaction. Mere sending of a letter by the vendee expressing the intention to pay without the accompanying payment is not considered a valid tender of payment. Consignation of the amount due in court is essential in order to extinguish the obligation to pay and oblige the vendor to convey title.[19]On this score, even assuming that the agreement was a contract of sale, respondents may not be compelled to deliver the property and execute the deed of absolute sale. In cases such as the one before us, which involve the performance of an obligation and not merely the exercise of a privilege or right, payment may be effected not by mere tender alone but by both tender and consignation. The rule is different in cases which involve an exercise of a right or privilege, such as in an option contract, legal redemption or sale with right to repurchase, wherein mere tender of payment would be sufficient to preserve the right or privilege.[20]Hence, absent a valid tender of payment and consignation, petitioners are deemed to have failed to discharge their obligation to pay.Secondly, the parties clearly intended the construction of a residential house on the property as another suspensive condition which had to be fulfilled. Ayala Corporation retained title to the property and the Salvador spouses were precluded from selling it unless a residence had been constructed thereon. The Ayala stipulation was a pervasive, albeit unwritten, condition in light of which the transaction in this case was negotiated. The parties undoubtedly understood that they had to contend with the Ayala stipulation which is why they resorted to the execution of a special power of attorney authorizing petitioners to construct a residential building on the property in the name of the Salvadors. Had the agreement been a contract of sale as petitioners would impress upon the Court, the special power of attorney would have been entirely unnecessary as petitioners would have had the right to compel the Salvadors to transfer ownership to them.[21]Thirdly, there was neither actual nor constructive delivery of the property to petitioners. Apart from the fact that no public document evidencing the sale was executed, which would have been considered equivalent to delivery, petitioners did not take actual, physical possession of the property. The special power of attorney, which petitioners count on as evidence that they took possession of the property, can by no means be interpreted as delivery or conveyance of ownership over the property. Taken by itself, in fact, the special power of attorney can be interpreted as tied up with any number of property arrangements, such as a contract of lease or a joint venture. That is why respondents, especially the Salvadors, never intended to deliver the title to petitioners and conformably with that they executed only a special power of attorney. Indeed, continuously looming large as an essentiality in their judgment to dispose of their valuable property is the prior or contemporaneous receipt of the commensurate price therefor.This brings us to the application of the Statute of Frauds. Article 1403 of the Civil Code provides:Art. 1403. The following contracts are unenforceable unless they are ratified:(2) Those that do not comply with the Statute of Frauds as set forth in this number. In the following cases an agreement hereafter made shall be unenforceable by action, unless the same, or some note or memorandum thereof, be in writing, and subscribed by the party charged, or by his agent; evidence, therefore, of the agreement cannot be received without the writing, or a secondary evidence of its contents:(e) An agreement for the leasing for a longer period than one year, or for the sale of real property or an interest therein;. . . .The term Statute of Frauds is descriptive of statutes which require certain classes of contracts, such as agreements for the sale of real property, to be in writing. It does not deprive the parties the right to contract with respect to the matters therein involved, but merely regulates the formalities of the contract necessary to render it enforceable. The purpose of the statute is to prevent fraud and perjury in the enforcement of obligations depending for their evidence on the unassisted memory of witnesses by requiring certain enumerated contracts and transactions to be evidenced by a writing signed by the party to be charged.[22]The written note or memorandum, as contemplated by Article 1403 of the Civil Code, should embody the essentials of the contract.[23]In the instant case, petitioners present as written evidence of the agreement the special power of attorney executed in their favor by the Salvadors and the summary of agreement[24]allegedly initialed by respondent Remigio Bernabe. These documents do not suffice as notes or memoranda as contemplated by Article 1403 of the Civil Code.The special power of attorney does not contain the essential elements of the purported contract and, more tellingly, does not even refer to any agreement for the sale of the property. In any case, it was rendered virtually inoperable as a consequence of the Salvadors adamant refusal to part with their title to the property.The summary of agreement, on the other hand, is fatally deficient in the fundamentals and ambiguous in the rest of its terms. For one, it does not mention when the alleged consideration should be paid and transfer of ownership effected. The document does not even refer to a particular property as the object thereof. For another, it is unclear whether the supposed purchase price isP600.00,P590.00 orP570.00/square meter. The other conditions, such as payment of documentary stamp taxes, capital gains tax and other registration expenses, are likewise uncertain.Conformably with Article 1405[25]of the Civil Code, however, respondents acceptance of the agreement foisted by petitioners on them is deemed to have arisen from their failure to object to the testimony of petitioner Mario Torcuator on the matter[26]and their cross-examination of said petitioner thereon.[27]Be that as it may, considering our ruling that the agreement was a contract to sell, respondents were not obliged to convey title to the property before the happening of two (2) suspensive conditions, namely: full payment of the purchase price and construction of a residence on the property. They were acting perfectly within their right when they considered the agreement cancelled after unsuccessfully demanding payment from petitioners.That said, the question of whether the transaction violated the Uniform Currency Act, Republic Act No. 529, is already moot. The contract having been cancelled, any resolution regarding the validity of the stipulation requiring payment of the purchase price in foreign currency would not serve any further purpose.Petitioners next insist that the condition requiring the construction of a house on any residential lot located in Ayala Alabang Village before it can be sold was never submitted in evidence and was never testified to by any of the witnesses presented during the trial. Hence, the trial court and the Court of Appeals should not have used this as basis for its denial of petitioners cause.This assertion, however, is completely untrue. While theFormal Offer of Evidence[28]of petitioners, respondentsOffer of Exhibits,[29]and theFormal Offer of Evidence (On Rebuttal)[30]of petitioners make no mention of any stipulation prohibiting the sale of vacant lots in Ayala Alabang Village, respondents maintain that petitioners are fully aware of the prohibition as the conditions imposed by Ayala Corporation on the sale of Ayala Alabang lots are inscribed on the title of the property which was submitted in evidence by both parties.Despite petitioners remonstration that the inscriptions on the title are hardly legible,[31]we are inclined to give credence to respondents account. It is quite implausible that a lawyer such as petitioner Mario Torcuator would not take the precaution of checking the original title of the property with the Registry of Deeds to ascertain whether there are annotations therein that would prejudice his position.More importantly, petitioner Mario Torcuator himself testified on the existence of the condition prohibiting the sale of vacant lots in Ayala Alabang Village,viz:ATTY. J. DE DIOS, JR.Q -Mr. witness aside from this summary of agreement which has been marked as Exhibit J do you still have a document relating to his transaction between you and the defendant?A -Yes, sir, as I indicated in my earlier testimony there was supposed to be a letter addressed to Ayala Corporation which defendant Salvador should sign in order to request Ayala to deliver to me the TCT covering the lot subject of the transaction.Q -This letter that you are referring to do you still have a copy of that letter?A -Yes, sir.Q -I am showing to you a xerox copy of a letter addressed to Ayala Corporation and signed by Diosdado and Lourdes Salvador, can you please explain to this Court what is the relation of this document with what you are referring to executed by the defendant Diosdado Salvador and Lourdes Salvador addressed to Ayala Corporation?A -This is the letter of Mr. Salvador, sir, signed in my presence.Q -Can you tell the Court where is the original of this document?A -All of the original copies of that letter are with the defendant Bernabe, sir.Q -Can you tell the Court how did you come to have a xerox copy of this document?A -Yes, because as soon as the copies of the documents for the transaction were signed by Mrs. Salvador who was then in New York, they were sent by the spouses to the daughter of Mr. Salvador who in turn told me that all the originals are supposed to be delivered to Mr. Bernabe and I was given a xerox copy of the same.ATTY. J. DE DIOS, JR.- And which for purpose of identification, your Honor, may we request that this letter addressed to Ayala Corporation and signed by Diosdado Salvador and Lourdes Salvador be marked as Exhibit K for the plaintiff, your Honor.COURT- Mark it. . . .ATTY. J. DE DIOS, JR.- Mr. Witness, this letter appears to be, does it contain any date? Can you tell this Court why this document does not contain the date?ATTY. A. MAGNO- Incompetent, your Honor, because he was not the one who made that document.COURT- Let him explain.ATTY. MAGNO- Yes, your Honor.ATTY. J. DE DIOS, JR.- Because, your Honor,there is a requirement by Ayala Corporation that no lot or property may be transferred until there is a complete building or structure built on the lot and so what I was supposed to get only from Mr. Salvador, aside from the deed of absolute sale, is merely a special power of attorney to authorize me to construct my house in the lot and upon completion of the house that is the time that I would be allowed by Ayala Corporation to transfer the property in my name. Therefore, the letter requesting Ayala Corporation to release the title in the name of Mr. Salvador to was deliberately undated because it would be only dated when I completed the house.[32][Emphasis supplied]The fact that petitioners agreed to construct a residential house on the property in the name of the Salvadors further proves that they knew that a direct sale to them of a vacant lot would contravene the condition imposed by Ayala Corporation on the original buyers of lots in Ayala Alabang Village. Hence, they agreed on the elaborate plan whereby the Salvador spouses, in whose names the property was registered, would execute a special power of attorney in favor of petitioners authorizing the latter to construct a residential house on the property in the name of the Salvadors. The records even indicate that the documents to effectuate this plan were prepared by petitioner Mario Torcuator himself.In his testimony, for instance, petitioner Mario Torcuator stated that: [B]ased on our discussion, your Honor, from theP600 per square meter price, we agreed upon, they agreed to give me a rebate of 5% in the form of discount because there was a problem in the documentation which I tried to solve which are the papers in favor of Bernabe missing. I suggested to Mr. Bernabe that we prepare a new set of document which will be signed by Mr. Salvador as the previous owner and because of that I will be getting in effect a 5% discount as my commission.[33]This was confirmed by respondent Remigio Bernabe:Q - Now, where there any documents presented to you during thatoccasion?A - Yes, sir.Q - By whom?A - Mr. Torcuator prepared some documents for me to sign.Q - And do you recall what was that documents?A - Yes, sir. Mr. Torcuator prepared a documents for cancellationof the deed of sale of Mr. Salvador to Remigio Bernabe, and cancellation also of the irrevocable power of attorney of Salvador to Bernabe, and power of attorney of Salvador authorizing Remigio Bernabe to sell the property and power of attorney of Salvador given to Mr. Torcuator.[34]Petitioners therefore cannot feign ignorance of the condition imposed by Ayala Corporation.We do not agree, however, with the trial court and appellate courts ruling that the transaction between the parties was void for being contrary to good customs and morals.[35]In order to declare the agreement void for being contrary to good customs and morals, it must first be shown that the object, cause or purpose thereof contravenes the generally accepted principles of morality which have received some kind of social and practical confirmation.[36]We are not inclined to rule that the transaction in this case offended good customs and morals. It should be emphasized that the proscription imposed by Ayala Corporation was on the resale of the property without a residential house having been constructed thereon. The condition did not require that the original lot buyer should himself construct a residential house on the property, only that the original buyer may not resell a vacant lot. In view of our finding that the agreement between the parties was a mere contract to sell, no violation of the condition may be inferred from the transaction as no transfer of ownership was made. In fact, the agreement in this case that petitioners will construct a residential house on the property in the name of the Salvadors (who retained ownership of the property until the fulfillment of the twin conditions of payment and construction of a residence) was actually in compliance with or obeisance to the condition.Finally, the issue of whether the agreement violated the law as it deprived the government of capital gains tax is wholly irrelevant. Capital gains taxes, after all, are only imposed on gains presumed to have been realized from sales, exchanges or dispositions of property. Having declared that the contract to sell in this case was aborted by petitioners failure to comply with the twin suspensive conditions of full payment and construction of a residence, the obligation to pay taxes never arose. Hence, any error the appellate court may have committed when it passed upon the issue of taxes despite the fact that no evidence on the matter was pleaded, adduced or proved is rather innocuous and does not warrant reversal of the decisions under review.WHEREFORE, the instant petition is DENIED. Costs against petitioners.SO ORDERED.

GENARO CORDIAL,petitioner, vs.DAVID MIRANDA,respondent.D E C I S I O NPANGANIBAN,J.:Unless otherwise provided by law, a contract is obligatory in whatever form it is entered into, provided all the essential requisites are present.When a verbal contract has already been completed, executed or partially consummated, its enforceability will not be barred by the Statute of Frauds, which applies only to an executory agreement.The CaseBefore us is a Petition for Review onCertiorariunder Rule 45 of the Rules of Court, seeking to nullify the August 31, 1998 Decision[1]of the Court of Appeals (CA)[2]in CA-GR CV 48938 which reversed and set aside the October 12, 1994 Decision[3]of the Regional Trial Court (RTC) of Naga City (Branch 22), in Civil Case No. RTC-93-2810.The assailed CA Decision disposed as follows:[4]WHEREFORE, the appealed decision is hereby REVERSED and SET ASIDE and another is rendered dismissing the complaint.The FactsA detailed presentation of the facts was rendered by the trial court in this wise:[5][Respondent] David Miranda, a businessman from Angeles City, was engaged in rattan business since 1980.He buys large quantit[ies] of rattan poles from suppliers coming from Palawan, Isabela, Ilocos Sur, Baler, Quezon and Cagayan de Oro City.Among his many regular suppliers, of particular interest in this case, were Roberto Savilla, Her Villanueva, Roberto Santiago, and in 1990 one Gener Buelva.Gener Buelva was an employee of one Mike Samaya, who was also a supplier of rattan to [Respondent] Miranda.Gener Buelva, wanting to become an independent rattan supplier in January 1990, was recommended by his employer Samaya to [Respondent] Miranda who readily accepted him, thus, started such business relationship.In the business relations between Buelva and Miranda, the former was given cash advances by the latter, to buy rattan in Palawan, shipping said purchased rattan by boat to Manila, paid ex-Manila, after liquidating cash advances.Buelva also paid forest royalties to the concessionaire, thru Roberto Savilla.The business transactions, however, did not last long because Buelva then in Manila met an accident and died on June 19, 1990 (TSN, June 2, 1994, p. 25).Buelvas widow, Cecilla Buelva, resided in the Municipality of Lagonoy, Camarines Sur.Sometime in early April 1992, she had a conversation with [Petitioner] Genaro Cordial in her barrio, San Isidro.They conversed about business prospects in Palawan province and [the] rattan business.Cordial became interested and asked Cecillia Buelva to introduce him to David Miranda, the businessman to whom her husband supplied rattan, to which she agreed (TSN, November 18, 1993, pp. 22-23).In the last week of April 1992, Cecilia Buelva accompanied Genaro Cordial to David Miranda in the latters residence at Belen Homes Subdivision, MacArthur Highway, Angeles City where Cecilia Buelva introduced Cordial to Miranda, and to deliver rattan to Miranda (TSN, November 18, 1993, pp. 24-25) to which proposal Miranda allegedly agreed to be supplied with rattan poles (TSN, March 15, 1994) at the following quoted sizes and prices, ex-Angeles City:a)1 cm. x 10 ft.@ P22.00;b)1 cm. x 10 ft.@ P18.00;c) cm. x 10 ft.@ P10.00;d)5/8 cm. 10 ft.@ P5.00;e) cm. x. 10 ft.@ P4.00;f)7/6 cm. x. 10 ft. @ P2.45.(TSN, March 15, 1994, p. 5)[Respondent] Miranda allegedly informed Cordial to see Roberto Savilla, his long time supplier regarding forest license, charges and royalty fees, because Savilla holds a forestry concession in Palawan (TSN, supra, p. 7; TSN, November 18, 1993, p. 25).From Angeles City, Cordial, accompanied by Cecilia Buelva, went to see Roberto Savilla at his residence in RP St., Novaliches, Quezon City (TSN, March 15, 1994, p. 8; TSN, November 18, 1993, p. 25), who was personally known to Buelva, both being natives of San Isidro, Lagonoy, Camarines Sur.Roberto Savilla agreed to permit Cordial to use Savillas license in Palawan (TSN, November 18, 1993, p. 26) subject to payment of royalty fees for rattan poles cut and gathered from the forestry concession, with the documentation paper from the forestry office in Palawan (TSN, March 15, 1994, pp. 8-10).Cordial with Roberto Savilla, Efren Esteban, Leo Marcena and Nestor Cordial boarded a vessel, M/B Doa Virginia, for Palawan, arriving on May 29, 1992.He established his buying station in New Ibahay, El Nido, Palawan.There he foundx x xJaime Cario, Joel Savilla and Oning Villaraza, who supplied him rattan poles at the following price quotations:a)1 cm. x 10 ft.P6.00;b)11/8cm. x 10 ft.P5.00;c) cm. x 10 ft.P4.00;d)5/8 cm. 10 ft.P2.00;e) cm. x. 10 ft.P1.50;f)7/16 cm. x. 10 ft.P1.00.(TSN, March 15, 1994, pp. 10-12)[Having] [s]tarted buying on June 30, 1992 until the month of October 1992, Cordial, using his own money, was able to buy 50,540 pieces of rattan poles at a cost of about P164,000.00 (TSN, March 15, 1994, pp. 22-23, pp. 28-29).Cordial recorded his rattan poles purchases in a notebook (Exh. E) as the rattan poles were delivered by his suppliers and paid by him (Exh. E-1 to Exh. E-8-B, with submarkings, inclusive).On October 29, 1992, Cordial shipped the 50,540 pieces of rattan poles to Manila, loaded in M/V Mana, and on November 2, 1992 the vessel docked [in] Malabon, Metro Manila (TSN, supra, pp. 24-25).Immediately after the vessel M/V Mana docked, Cordial personally notified x x x David Miranda at his house in Belen Homes Subdivision, MacArthur Highway, Angeles City x x xof the arrival of the rattan poles, with Miranda promising that a truck would follow to load the unloaded rattan poles from the vessel.True enough, a truck was sent to carry the rattan poles to Angeles City and had to make seven trips to haul the shipped rattan poles.On the last trip, Cordial went with the truck and the rattan poles were allegedly personally received byx x xDavid Miranda in his Angeles City residence (TSN, March 15, 1994, pp. 24-25).The rattan poles were scaled (measured) and a scale report (Exh. A) was issued, however, in the name of Roberto Savilla.Cordial allegedly protested tox x xMiranda regarding the total volume (number of pieces) and the amount Ex-Manila of rattan poles reflected in the scale report (Exh. A) as well as why the scale report was in the name of Roberto Savilla, but said protest was brushed aside, saying: not to worry because that would be settled (TSN, March 15, 1994, p. 30).Cordial waited [at] Mirandas house the whole day to be paid, but Miranda, who left that morning, did not return.Repeated [trips] to Angeles City resulted in no payment.A letter of demand dated January 5, 1993 for payment of P375,000.00, representing cost of the rattan poles delivered was sent by [petitioner] thru counsel (Exh. B).In a reply, dated January 12, 1993 (Exh. C), x x x Miranda stressed that there exist no privity of contract between Miranda and Cordial.Please be informed that I and your said client have no privity of contract.I do not know him personally nor did [I] transact business with him at any time.The person whom I deal with [as regards] the deliveries of rattan poles is Mr. Berting Savilla and not your client.I have no more outstanding obligation to said Mr. Berting Savilla as all deliveries were all paid.(Exh. C, Records, p. 49). On April 19, 1993, Petitioner Genaro Cordial filed a Complaint against Respondent David Miranda.The former alleged that he was the supplier who had delivered to the latter in the first week of November, 1992, rattan poles valued at aboutP375,000, which the latter undervalued atP141,679.Petitioner further claimed that despite repeated demands, respondent failed to pay.In his Answer, respondent maintained that he had no direct or indirect dealings with petitioner.He further claimed that the document, which had been annexed to the Complaint, was a mere scrap of paper because it did not bear any signature or any mention of petitioners name.Although respondent admitted that he used to buy rattan products from Roberto Savilla, the former denied knowledge of, much less participation in, any arrangement or agreement between the latter and petitioner.After trial in due course, the RTC rendered judgment in favor of petitioner, disposing as follows:WHEREFORE, premises considered, decision is hereby rendered in favor of the [Petitioner] Cordial and against[Respondent] David Miranda, as follows:a)Declaring the verbal, consensual agreement to deliver rattan poles between [Petitioner]Genaro Cordial and [Respondent] David Miranda as valid and enforceable;b)Declaring that the 45,145 pieces of rattan poles delivered to and received by [Respondent] David Miranda on November 3, 1992 at Angeles City belong[ed] to and [were] deliver[ed] by [Petitioner] Genaro Cordial and not Roberto Savilla;c)Ordering [Respondent] David Miranda to pay [Petitioner] Gen[a]ro Cordial the amount of Three Hundred Seventy Five Thousand (P375,000) Pesos, with interest thereon at twelve (12%) per cent per annum, representing the value, ex-Angeles City, of the 45,415 pieces of rattan poles delivered;d)[Respondent] to pay P15,000 as litigation expenses, and P20,000.00 as attorneys fees;e)Dismissing [respondents] counter claim, and with costs against said [respondent].[6]Ruling of the Court of AppealsReversing the trial court, the CA held that there was no written memorandum of the alleged contract between the parties.It further ruled that the RTC had erred in relying heavily on the testimonial evidence presented by petitioner.Said the appellate court:Considering the fee being charged for the freight of the rattan -- P100,000.00 --, it is incredible why there was no written memorandum or receipt of its shipment and/or the assessment of its freightage even assuming that it would be paid after the value of the rattan is collected.Just as it is incredible why there was no written memorandum of the delivery to the [respondent] of the rattan, especially considering that the [petitioner] is not as nave as he attempts to portray himself, he being engaged in [the] transportation business (videTSN June 6. 1994, p. 10).A little insight prods us to believe that what perhaps happened was that it was Savilla with whom the [respondent] contracted for the purchase of the rattan in question and that the [petitioner] was a partner or agent but that Savilla, to whom cash was advanced against which the value of the rattan was charged did not give him his share.That that must have been the case gains light from the fact that the written memorandum-Annex A to the complaint allegedly reflecting the rattan delivery bearsthe name of Savillaand from the fact that after the delivery, [petitioner] went to Savilla who, however, had allegedly left his residential address in Novaliches along with his family.Why would the [petitioner] allow the scale report to be in the name of Savilla if he indeed invested a grand amount for the rattan.Why would he go to Savilla following the delivery of the rattan.And why would Savilla go to Palawan and accompany the [petitioner] to purchase rattan when Savilla himself could directly transact business with the [respondent].That the documentary evidence for the [respondent] consisting of cash vouchers reflecting cash advances made by Savilla before the November 3, 1992 delivery of rattan jibes with the [respondents] thesis that it was x x x Savilla with whom he transacted and gave cash advances against which the November 3, 1992 rattan delivery was charged, to Us, seals the case in favor of the [respondent]."[7]Hence, this Petition.[8]IssuesPetitioner avers two reversible errors, which the Court of Appeals allegedly committed as follows:[9]I.The Honorable Court of Appeals, Eighth Division, erred in reversing and setting aside the Decision of the Regional Trial Court and entering a new one dismissing the complaint, as said Decision of the Court of Appeals is without factual and legal basis;II.The Honorable Court of Appeals, Eighth Division, erred in completely brushing aside the findings of fact of the trial court and supplant[ing them] by its own findings which are based merely on suppositions, surmises and conjectures.In fine, this Court will determine whether the CA erred in reversing the factual findings of the trial court.In addition, it will discuss the applicability of the Statute of Frauds to the present case.This Courts RulingThe Petition is meritorious.Main Issue:Factual Findings of the RTC and the CAPetitioner contends that there was a contract between him and respondent, under which the former allegedly agreed to supply rattan poles to the latter at the stipulated price.He further alleges that he had already delivered rattan poles to respondent, who thereafter refused to pay for them despite repeated demands.Petitioner prays that the CA Decision be reversed and the RTC judgment sustaining his position be reinstated.Respondent, on the other hand, reiterates the CA ruling that he contracted with Savilla, not with petitioner.He further alleges that petitioner was merely a partner or an agent of Savilla.Generally, questions of fact should not be raised in a petition for review under Rule 45 of the Rules of Court.This rule, however, does not apply when the factual findings of the RTC and the CA are opposite, as in this case.[10]Hence, we waded into the records, and found cogent basis to reverse the factual findings of the appellate court and to uphold those of the trial court.No Proof of Agency or PartnershipAs earlier noted, the CA had ruled that petitioner was a mere agent or partner of Savilla, with whom respondent had admittedly contracted.It relied on two pieces of documentary evidence:(1) the Scale Report, indicating the weight of the rattan delivered and bearing the name B. Savilla and not that of petitioner; and (2) the cash vouchers reflecting several cash advances that had allegedly been made by Savilla, not petitioner, before the rattan was delivered on November 3, 1992.Allegedly,the rattan delivered to respondent was offset by Savillas cash advances.These documents, however, do not prove the existence of a partnership[11]or an agency.[12]First, it should be stressed that the bulk of the alleged cash advances had been obtained by Savilla even before petitioner and respondent met for the first time in April 1992.The cash advances, therefore, were personal to Savilla and should not be charged to petitioner.Second, that the Scale Report bears the name B. Savilla, not that of petitioner, does not necessarily support the cause of respondent.He did not controvert the claim of petitioner that on November 3, 1992, the latter had indeed delivered rattan poles to the formers house in Angeles City.He merely testified that petitioner had delivered the poles in the latters alleged capacity as Savillas partner or agent.But such contention amounts only to a general denial, because respondent did not set forth the substance of the matters which he had relied upon to support his denial.[13]At the very least, to prove his allegations, he should have presented Savilla as his witness or filed a third-party claim against the latter.Allegations, after all, are not proofs.The other bases of the CAs ruling are mere conjectures and surmises.That petitioner went to the residence of Savilla when no payment was made does not at all prove that the former was an agent or a partner of the latter.That Savilla accompanied petitioner to Palawan where the latter was to get the rattan poles does not support respondents thesis.Indeed, that Savilla did so is consistent with the assertion of petitioner that the former, who had been in the trade for a longer period, agreed to help him secure the required permits.Privity Between Petitioner and RespondentAt bottom, we agree with the RTC that there was proof of privity of contract between petitioner and respondent.The Civil Code upholds the spirit over the form, and an agreement will be deemed to exist provided the essential requisites are present.[14]A contract will be upheld as long as there is proof of consent, subject matter and cause.Moreover, it is generally obligatory in whatever form it may have been entered into.[15]From the moment there is a meeting of minds between the parties, it is perfected.In the present case, the perfection of a valid contract between respondent and petitioner is evident in the latters testimony, which we quote:Q-After Cecilia Buelva told Mr. David Miranda that you were interested in supplying rattan poles to Mr. David Miranda, what did Mr. David Miranda say, if any?A-He agreed to be supplied with rattan poles.Q-After David Miranda had agreed that you supply him with rattan poles, were there other matters which you and Mr. David Miranda talked about?A-Yes, sir.Q-Will you tell the Honorable Court those things or matters which you and Mr. David Miranda talked about and agreed upon?A-We talked about the price of the rattan poles.1 1/4 cm. x 10 ft. is P22.00 each; 1 1/8 cm. x 10 ft. is P18.00.Q-How about the other sizes?A- cm. x 10 ft. is P10.00; 5/8 cm. x 10 ft. is P5.00; cm. x 10 ft. is P4.00; 7/16 cm. x 10 ft. is P2.45.This is what we have agreed upon.As a matter of fact, I was given a piece of paper with the price list.Q-Those prices which Mr. David Miranda gave you for the rattan poles, what is the place of reference of those prices?A-Angeles City.[16]Petitioners testimony was corroborated by Buelva, who testified as follows:A -I told Mr. David Miranda that I have a companion, a certain (Genaro) Cordial who wanted to engage in rattan business, to deliver x x x rattan.Q-So what was the reaction of David Miranda upon having introduced Genaro Cordial to him?A-Miranda agreed that Genaro Cordial may deliver rattan to him.Q-What else was agreed upon during that conversation between Miranda and Genaro Cordial?A-David said as far as I am concerned it is alright for Genaro Cordial to deliver rattan but he should talk the matter over with Berting Savilla who is knowledgeable in Palawan.[17]In this case, we find no reason to reject the foregoing testimonies.Indeed, the CA did not show any cogent justification for overruling the assessment of the trial court, which had had firsthand opportunity to observe all the witnesses during the trial.SecondaryIssue:Applicability of the Statute of FraudsThe CA and Respondent Miranda stress the absence of a written memorandum of the alleged contract between the parties.[18]Respondent implicitly argues that the alleged contract is unenforceable under the Statute of Frauds, contained in Article 1403 of the Civil Code which reads:Art. 1403.The following contracts are unenforceable, unless they are ratified:x x xx x xx x x(2)Those that do not comply with the Statute of Frauds as set forth in this number.In the following cases an agreement hereafter made shall be unenforceable by action, unless the same, or some note or memorandum thereof, be in writing, and subscribed by the parties charged, or by his agent; evidence, therefore, of the agreement cannot be received without the writing, or a secondary evidence of its contents:x x xx x xx x x(d)An agreement for the sale of goods, chattels or things in action, at a price not less than five hundred pesos, unless the buyer accept and receive part of such goods and chattels, or the evidences, or some of them, of such things in action, or pay at the time some part of the purchase money; but when a sale is made by auction and entry is made by the auctioneer in his sales book, at the time of the sale, of the amount and kind of property sold, terms of sale, price, names of the purchasers and person on whose account the sale is made, it is a sufficient memorandum;x x xx x xx x x.However, the Statute of Frauds applies only to executory and not to completed, executed, or partially executed contracts.[19]Thus, where one party has performed ones obligation, oral evidence will be admitted to prove the agreement.[20]In the present case, it has clearly been established that petitioner had delivered the rattan poles to respondent on November 3, 1992.Because the contract was partially executed, the Statute of Frauds does not apply.WHEREFORE, the Petition is herebyGRANTED.The assailed Decision isSET ASIDEand the trial court DecisionREINSTATED.SO ORDERED.

THE MUNICIPALITY OF HAGONOY, BULACAN,represented by the HON. FELIX V. OPLE, Municipal Mayor, and FELIX V. OPLE, in his personal capacity,Petitioners,-versus-HON. SIMEON P. DUMDUM, JR., in his capacity as the Presiding Judge of the REGIONAL TRIAL COURT, BRANCH 7, CEBU CITY; HON. CLERK OF COURT & EX-OFFICIO SHERIFF of the REGIONAL TRIAL COURT of CEBU CITY; HON. CLERK OF COURT & EX-OFFICIO SHERIFF of the REGIONAL TRIAL COURT of BULACAN and his DEPUTIES; and EMILY ROSE GO KO LIM CHAO, doing business under the name and style KD SURPLUS,Respondents.G.R. No. 168289Present:CORONA,J., Chairperson,VELASCO, JR.,NACHURA,PERALTA, andMENDOZA,JJ.Promulgated:March 22, 2010

x-----------------------------------------------------------------------------------------xD E C I S I O NPERALTA,J.:This is a Joint Petition[1]under Rule 45 of the Rules of Court brought by the Municipality of Hagonoy, Bulacan and its former chief executive, Mayor Felix V. Ople in his official and personal capacity, from theJanuary 31, 2005 Decision[2]and the May 23, 2005 Resolution[3]of the Court of Appeals in CA-G.R. SP No. 81888.The assailed decision affirmed theOctober 20, 2003Order[4]issued by theRegionalTrialCourtofCebuCity, Branch 7 inCivil Case No. CEB-28587denying petitioners motion to dismiss and motion to discharge/dissolve the writ of preliminary attachment previously issued in the case.The assailed resolution denied reconsideration.The case stems from a Complaint[5]filed by herein private respondent Emily Rose Go Ko Lim Chao against herein petitioners, the Municipality of Hagonoy, Bulacan and its chief executive, Felix V. Ople (Ople) for collection of a sum of money and damages.It was alleged that sometime in the middle of the year 2000, respondent, doing business as KD Surplus and as such engaged in buying and selling surplus trucks, heavy equipment, machinery, spare parts and related supplies, was contacted by petitioner Ople.Respondent had entered into an agreement with petitioner municipality through Ople for the delivery of motor vehicles, which supposedly were needed to carry out certain developmental undertakings in the municipality.Respondent claimed that because of Oples earnest representation that funds had already been allocated for the project, she agreed to deliver from her principal place of business inCebuCitytwenty-one motor vehicles whose value totaledP5,820,000.00.To prove this, she attached to the complaint copies of the bills of lading showing that the items were consigned, delivered to and received by petitioner municipality on different dates.[6]However, despite having made several deliveries, Ople allegedly did not heed respondents claim for payment. As of the filing of the complaint, the total obligation of petitioner had already totaledP10,026,060.13exclusive of penalties and damages.Thus, respondent prayed for full payment of the said amount, with interest at not less than 2% per month, plusP500,000.00as damages for business losses,P500,000.00 as exemplary damages, attorneys fees ofP100,000.00 and the costs of the suit.OnFebruary 13, 2003, the trial court issued an Order[7]granting respondents prayer for a writ of preliminary attachment conditioned upon the posting of a bond equivalent to the amount of the claim.OnMarch 20, 2003, the trial court issued the Writ of Preliminary Attachment[8]directing the sheriff to attach the estate, real and personal properties of petitioners.Instead of addressing private respondents allegations, petitioners filed a Motion to Dismiss[9]on the ground that the claim on which the action had been brought was unenforceable under the statute of frauds, pointing out that there was no written contract or document that would evince the supposed agreement they entered into with respondent.They averred that contracts of this nature, before being undertaken by the municipality, would ordinarily be subject to several preconditions such as a public bidding and prior approval of the municipal council which, in this case, did not obtain. From this, petitioners impress upon us the notion that no contract was ever entered into by the local government with respondent.[10]To address the claim that respondent had made the deliveries under the agreement, they advanced that the bills of lading attached to the complaint were hardly probative, inasmuch as these documents had been accomplished and handled exclusively by respondent herself as well as by her employees and agents.[11]Petitioners also filed a Motion to Dissolve and/or Discharge the Writ of Preliminary Attachment Already Issued,[12]invoking immunity of the state from suit, unenforceability of the contract, and failure to substantiate the allegation of fraud.[13]OnOctober 20, 2003, the trial court issued an Order[14]denying the two motions.Petitioners moved for reconsideration, but they were denied in an Order[15]datedDecember 29, 2003.Believing that the trial court had committed grave abuse of discretion in issuing the two orders, petitioners elevated the matter to the Court of Appeals via a petition forcertiorariunder Rule 65.In it, they faulted the trial court for not dismissing the complaint despite the fact that the alleged contract was unenforceable under the statute of frauds, as well as for ordering the filing of an answer and in effect allowing private respondent to prove that she did make several deliveries of the subject motor vehicles. Additionally, it was likewise asserted that the trial court committed grave abuse of discretion in not discharging/dissolving the writ of preliminary attachment, as prayed for in the motion, and in effect disregarding the rule that the local government is immune from suit.OnJanuary 31, 2005, following assessment of the parties arguments, the Court of Appeals, finding no merit in the petition, upheld private respondents claim and affirmed the trial courts order.[16]Petitioners moved for reconsideration, but the same was likewise denied for lack of merit and for being a mere scrap of paper for having been filed by an unauthorized counsel.[17]Hence, this petition.In their present recourse, which raises no matter different from those passed upon by the Court of Appeals, petitioners ascribe error to the Court of Appeals for dismissing their challenge against the trial courts October 20 and December 29, 2003 Orders.Again, they reason that the complaint should have been dismissed at the first instance based on unenforceability and that the motion to dissolve/discharge the preliminary attachment should have been granted.[18]Commenting on the petition, private respondent notes that with respect to the Court of Appeals denial of thecertioraripetition, the same was rightly done, as the fact of delivery may be properly and adequately addressed at the trial of the case on the merits; and that the dissolution of the writ of preliminary attachment was not proper under the premises inasmuch as the application for the writ sufficiently alleged fraud on the part of petitioners.In the same breath, respondent laments that the denial of petitioners motion for reconsideration was rightly done by the Court of Appeals, because it raised no new matter that had not yet been addressed.[19]After the filing of the parties respective memoranda, the case was deemed submitted for decision.We now rule on the petition.To begin with, the Statute of Frauds found in paragraph (2), Article 1403 of the Civil Code,[20]requires for enforceability certain contracts enumerated therein to be evidenced by some note or memorandum. The term Statute of Frauds is descriptive of statutes that require certain classes of contracts to be in writing; andthat donot deprive the parties of the right to contract with respect to the matters therein involved, but merely regulate the formalities of the contract necessary to render it enforceable.[21]In other words, the Statute of Frauds only lays downthe method by which the enumerated contracts may be proved.But it does not declare them invalid because they are not reduced to writing inasmuch as, by law, contracts are obligatory in whatever form they may have been entered into, provided all the essential requisites for their validity are present.[22]The object is to prevent fraud and perjury in the enforcement of obligations depending, for evidence thereof, on the unassisted memory of witnesses by requiring certain enumerated contracts and transactions to be evidenced by a writing signed by the party to be charged.[23]The effect of noncompliance with this requirement is simply that no action can be enforced under the given contracts.[24]If an action is nevertheless filed in court, it shall warrant a dismissal underSection 1(i),[25]Rule 16 of the Rules of Court,unless there has been, among others, total or partial performance of the obligation on the part of either party.[26]It has been private respondents consistent stand, since the inception of the instant case that she has entered into a contract with petitioners.As far as she is concerned, she has already performed her part of the obligation under the agreement by undertaking the delivery of the 21 motor vehicles contracted for by Ople in the name of petitioner municipality.This claim is well substantiated at least for the initial purpose of setting out a valid cause of action against petitioners by copies of the bills of lading attached to the complaint, naming petitioner municipality as consignee of the shipment.Petitioners have not at any time expressly denied this allegation and, hence, the same is binding on the trial court for the purpose of ruling on the motion to dismiss.In other words, since thereexistsan indication by way of allegation that there has been performance of the obligation on the part of respondent, the case is excluded from the coverage of the rule on dismissals based on unenforceability under the statute of frauds, and either party may then enforce its claims against the other.No other principle in remedial law is more settled than that when a motion to dismiss is filed, the material allegations of the complaint are deemed to be hypothetically admitted.[27]This hypothetical admission, according toViewmaster Construction Corporation v. Roxas[28]andNavoa v. Court of Appeals,[29]extends not only to the relevant and material facts well pleaded in the complaint, but also to inferences that may be fairly deduced from them.Thus, where it appears that the allegations in the complaint furnish sufficient basis on which the complaint can be maintained, the same should not be dismissed regardless of the defenses that may be raised by the defendants.[30]Stated differently, where the motion to dismiss is predicated on grounds that are not indubitable, the better policy is to deny the motion without prejudice to taking such measures as may be proper to assure that the ends of justice may be served.[31]It is interesting to note at this point that in their bid to have the casedismissed,petitioners theorize that there could not have been a contract by which the municipality agreed to be bound, because it was not shown that there had been compliance with the required bidding or that the municipal council had approved the contract. The argument is flawed.By invoking unenforceability under the Statute of Frauds, petitioners are in effect acknowledging the existence of a contract between them and private respondent only, the said contract cannot be enforced by action for being non-compliant with the legal requisite that it be reduced into writing.Suffice it to say that while this assertion might be a viable defense against respondents claim, it is principally a matter of evidence that may be properly ventilated at the trial of the case on the merits.Verily, no grave abuse of discretion has been committed by the trial court in denying petitioners motion to dismiss this case.The Court of Appeals is thus correct in affirming the same.We now address the question of whether there is a valid reason to deny petitioners motion to discharge the writ of preliminary attachment.Petitioners, advocating a negative stance on this issue, posit that as a municipal corporation, theMunicipalityofHagonoyis immune from suit, and that its properties are by law exempt from execution and garnishment.Hence, they submit that not only was there an error committed by the trial court in denying their motion to dissolve the writ of preliminary attachment; they also advance that it should not have been issued in the first place.Nevertheless, they believe that respondent has not been able to substantiate her allegations of fraud necessary for the issuance of the writ.[32]Private respondent, for her part, counters that, contrary to petitioners claim, she has amply discussed the basis for the issuance of the writ of preliminary attachment in her affidavit;andthat petitioners claim of immunity from suit is negated by Section 22 of the Local Government Code, which vests municipal corporations with the power to sue and be sued.Further, she contends that the arguments offered by petitioners agains