SUN BROTHERS & CO. [SBC] v. JOSE VELASCO & CO KANG CHIU 1958 / Angeles / Appeal from CFI judgment [Note that this is a CA, not SC, decision.] FACTS SBCdeliveredtoFranciscoLopezanAdmiralrefrigerator.Thestipulatedpricewas P1,700,butonlythedownpaymentofP500waspaid.Theircontractstipulatedthe following: Lopezshallnotremovetherefnorpartpossessionwithouttheexpresswritten consent of SBC. In the event of a violation of the agreement, SBC may rescind the contract of sale and recover possession of the ref. In addition, any amount previously paid shall be forfeitedasliquidateddamages,andtherefremainsasSBCsabsoluteproperty until Lopez is able to pay the full purchase price. Without SBCs knowledge, Lopez (who misrepresented himself as Jose Lim) sold it to JV Trading(ownedbyJoseVelasco)forP850,andLopezexecutedadocumentthatstated that he is the absolute owner of the ref. Without SBCs knowledge, after displaying the ref at his store, JV Trading sold the ref to Co Kang Chiu for P985, and it was delivered to the latters house. SBCfiledacomplaintforreplevinagainstLopezandCoKangChiu(later,JVTrading/ Jose Velasco was included), and asked for a preliminary writ of replevin for the recovery of thepossessionoftheref,anditwasissued.However,onCoKangChiusrequestand having filed a counter-bond, the ref was not taken out of his residence. CFIdecidedinfavorofSBC,declaringitastheabsoluteowner.CoKangChiushould returnref,orelse,LopezshallpayfullamountofP1,700toSBC,andJV Tradingshould reimburse Co Kang Chiu the amount of P985. CFIERRED;COKANGCHIUISTHEABSOLUTEOWNER;LOPEZMUSTPAYSBC P1,700 ALSO, NCC 1505 PARAGRAPH 3 (ON MERCHANT STORE) SHOULD BE APPLIED ThelowercourterredinapplyingthefirstparagraphofNCC1505.ItistruethatLopez neverhadtitlesinceitwouldonlybevestedonhimuponfullpaymentofthepurchase price. As regards JV Trading, it did not acquire any better right than what Lopez had. The Court also found that he was not a purchaser in good faith. Since he was purchasing a ref from a private person who is not engaged in such business, he should have inquired WON Lopez has paid for the ref in full. Paragraph3shouldbeappliedsinceCoKangChiupurchasedthereffromJVTrading, which is a merchant store. Co Kang Chiu should be declared to have acquired a valid title, although his predecessors-in-interest did not have any right of ownership thereto. Here is a case where an imperfect or void title ripens into a valid one, because of some intervening causes. The rights and interests of an innocent buyer for value should be protected when it comes into clash with the rights and interests of a vendor. This is embodied in NCC 1505 (3) to facilitate commercial sales of movables and to give stability to business transactions. SBCs recourse should be a claim for indemnity against Lopez, and not recoveryupon reimbursement, since SBC did not lose ref nor was the company unlawfullydeprived of it. EDCA PUBLISHING & DISTRIBUTING CORP., petitioner, vs. THE SPOUSES LEONOR andGERARDOSANTOS,doingbusinessunderthenameandstyleof"SANTOS BOOKSTORE," and THE COURT OF APPEALS, respondents. 184 SCRA 614 / G.R. No. 80298, April 26, 19901st Division FACTS: A person identifying himself as Professor Jose Cruz placed an order by telephone with the petitionercompanyfor406books,payableondelivery.Hereinpetitionerpreparedand delivered the same together with an invoice. In turn Cruz issued a personal check covering the purchase price of P8,995.65.Payment check bounced for lack of funds. Cruz then sold 120 of the books to private respondent Leonor Santos who, after verifying the seller's ownership from the invoice he showed her, paid him P1,700.00. PetitionermadeaninquirywiththeDelaSalleCollegewhereCruzhadclaimedtobea dean.Petitionerwasinformedthattherewasnosuchpersoninitsemploy.Itwasfound outthatCruzhadnomoreaccountordepositwiththePhilippine AmanahBank,against which he had drawn the payment check. With the aid of policemen Cruz was trapped. His realnameisTomasdelaPea.Itwasfoundoutthat120ofthebookshehadordered from EDCA were sold to the private respondents. Petitioner and the police went to Santos store and seized the subject books. The private respondents sued for recovery of the books after demand for their return was rejected by EDCA. The Municipal Trial Court ruled in favour of private respondents, which wassustainedbytheRegionalTrialCourt.TheCourtofAppealsaffirmedthesame. Hence, this petition.The petitioner argues that it was, because the impostor acquired no title to the books that hecouldhavevalidlytransferredtotheprivaterespondents.Itsreasonisthatasthe payment check bounced for lack of funds, there was a failure of consideration that nullified the contract of sale between it and Cruz. ISSUE: Whetherornotpetitionerhasbeenunlawfullydeprivedofthebooksbecausethecheck issued by dela Pena in payment therefor which was dishonored. HELD: Thecontractofsaleisconsensualandisperfectedonceagreementisreachedbetween the parties on the subject matter and the consideration.According to the Civil Code: ART.1475.Thecontractofsaleisperfectedatthemomentthereisa meeting of minds upon the thing which is the object of the contract and upon the price. Fromthatmoment,thepartiesmayreciprocallydemandperformance,subjecttothe provisions of the law governing the form of contracts. ART.1477.Theownershipofthethingsoldshallbetransferredtothe vendee upon the actual or constructive delivery thereof. ART.1478.Thepartiesmaystipulatethatownershipinthethingshallnot pass to the purchaser until he has fully paid the price. It is clear that ownership in the thing sold shall not pass to the buyer until full payment of thepurchasepriceonlyifthereisastipulationtothateffect.Otherwise,theruleisthat such ownership shall pass from the vendor to the vendee upon the actual or constructive delivery of the thing sold even if the purchase price has not yet been paid.Non-paymentonlycreatesarighttodemandpaymentortorescindthecontract,orto criminalprosecutioninthecaseofbouncingchecks.Butabsentthestipulationabove noted, delivery of the thing sold will effectively transfer ownership to the buyer who can in turn transfer it to another.Actual delivery of the books having been made, Cruz acquired ownership over the books which he could then validly transfer to the private respondents. The fact that he had not yet paidforthemtoEDCAwasamatterbetweenhimandEDCAanddidnotimpairthetitle acquired by the private respondents to the books. Article559providesthat"thepossessionofmovablepropertyacquiredingoodfaithis equivalenttoatitle,"thusdispensingwithfurtherproof.LeonorSantostookcareto ascertain first that the books belonged to Cruz before she agreed to purchase them. The private respondent did not have to go beyond that invoice to satisfy herself that the books being offered for sale by Cruz belonged to him; yet she did. Although the title of Cruz was presumedunder Article559byhismerepossessionofthebooks,thesebeingmovable property, Leonor Santos nevertheless demanded more proof before deciding to buy them. Petition is denied. Smith, Bell & Co. v Sotelo Matti (1992) FACTS PlaintiffSmith,Bell&CoandthedefendantMr.VicenteSotelenteredintoacontract. Plaintiff has to deliver (1) two steel tanks shipped from New York to Manila within three or fourmonths,(2)twoexpellersshippedfromSanFranciscointhemonthofSeptember 1918orassoonaspossible,and(3)twoelectricmotorswithapproximatedelivery within ninety days. This is not guaranteed. The tanks arrived at Manila on 27 April 1919; the expellers on 26 October 1918; and the motors on 27 February 1919. Upon notification from plaintiff, defendant refused to receive anyofthegoodsortopayfortheirprice.Plaintiffallegedthattheexpellersandmotors were in good condition.Plaintiff filed a complaint against the defendant. The defendant, Mr Sotelo and intervenor, ManilaOilRefiningandBy-ProductsCo.,Inc.,deniedtheplaintiffsallegations.They allege that due to plaintiffs delay in the delivery of goods, the intervenor suffered damages The lower court absolved the defendants from the complaint insofar as the tanks and the electricmotorswereconcerned,butrenderedjudgmentagainstthemorderingthemto receive expellers and pay the sum of P50,000, with legal interest and cost. Both parties appealed to the Court. ISSUE What period was fixed for the delivery of the goods? Did the plaintiff incur delay in the delivery of goods? HELD In all these contracts, there is a final clause as follows: Thesellersarenotresponsiblefordelayscausebyfires,riotsonlandoronthe sea, strikes or other causes known as force majeure entirely beyond the control of the sellers or their representatives. Under these stipulations, it cannot be said that any definite date was fixed for the delivery of the goods. xxx. From the record it appears that the contracts were executed at the time of the world war when there existed rigid restrictions on the export from the united States xxx;henceclauseswereinsertedinthecontracts,regardingGovernmentregulations, railroadingembargoes,lackofvesselspace,theexigenciesoftherequirementsofthe UnitedStatesGovernmentxxx. Atthetimeoftheexecutionofthecontracts,theparties werenotunmindfulofthecontingencyoftheUnitedStatesGovernmentnotallowingthe export of the goods xxx. Wecannotbutconcludethatthetermwhichpartiesattemptedtofixissouncertainthat once cannot tell just whether, as a matter of fact, those articles could be brought to manila or not. Theobligationmustberegardedasconditional.Thedeliverywassubjecttoa condition the fulfillment of which depended not only upon the effort of the plaintiff, but upon the will of third persons who could in no way be compelled to fulfill the condition. Itissufficientlyprovenintherecordthattheplaintiffhasmadealltheeffortsitcould possibly be expected to make under the circumstances, to bring the goods in question to Manila,assoonaspossible.Xxxitisobviousthattheplaintiffhascompliedwithits obligation.When the time of delivery is not fixed in the contract, time is regarded unessential. In such cases, the delivery must be made within a reasonable time. Xxx Reasonable time for the deliveryofthegoodsbytheselleristobedeterminedbycircumstancesattendingthe particular transactions. Whether of not the delivery of the machinery in litigation was offered to the defendant within a reasonable time, is a question to be determined by thecourt.XxxTheplaintiffhasnotbeenguiltyofanydelayinthefulfillmentofits obligation. SOLER V CHESLEY43 PHIL 529 ROMUALDEZ; June 20, 1922 NATUREAppeal FACTS - Soler had agreed with Wm. H. Anderson and Co., for the purchase of certain machinery agreement.- Terms and conditions of their agreement: The foregoing machinery is to be invoiced at manufacturers' price, plus all charges such as freight, insurance, interest and exchange, arrastre, landing charges, delivery, internal revenue, etc., plus a buying commission of 5 per cent.- Their terms of payment:- 50% deposit to be made upon arrival of the machinery, and the balance 90 days after delivery of the machinery.- And in the event that Soler shall fail to live up to the terms of this agreement, such failure by himwill be sufcient cause to terminate the contract, and any payments made by him under and by virtue of the contract shall be and remain the exclusive property of Wm. H. Anderson and Co.- The title of the machinery in question is to remain in the name of Wm. H. Anderson and Co. until payment in full has been made, at which time transfer of all right and title to the above mentionedmachinery will be made to the Soler.- Their agreement is contingent upon strikes, re, accidents, extraordinary shipping and other conditions imposed on account of war and other causes unavoidable or beyond the control of the party of the rst part.- It is strictly understood that the quotations made to Mr. Andres Soler under date of February 27, 1919, were approximated and were subject to change without notice TF there is no guarantee as to prices and delivery, it being understood that prices charged will be those shown on the invoices of the manufacturers, and shipment will be made by rst possible opportunity.- Nov 16, 1918: Soler sold to the Chesley all his rights and interest in a contract of sale.- At that time, a part of the aforesaid machinery was on the way, the other part being already in the city of Manila, the price of which has not as yet been paid by Mr. Soler to Messrs. Wm. H.Anderson and Co.- It was said too in the contract that Chesley made Mr. Soler a proposition whereby the latter should transfer it(the machineries) to him, and he would assume the obligation to pay Messrs. Wm.H. Anderson and Co. the amount of the invoices thereof, and that Mr. Soler was to be relieved from his contract with Messrs. Wm. H.Anderson and Co. (and that the Co. has actual knowledge of this sale of the machinery, as well as of Mr. Chesley being subrogated to the rights and obligations created by the agreement)- Also, it was stated that Mr. Chesley shall pay Mr. Soler the difference which may be found toexist between the amount of the invoices of the machinery and the sum of 100l php immediately upon the arrival of said machinery at this city of Manila; provided that if any part of the machinery not affecting the expellers is found lacking, a proportional deduction shall be made from the amount which Mr. Soler may have received from Mr. Chesley.- Of the parts of the machinery covered by these contracts, only the "lter press," the "cooker" and the chains" were in Manila on November 16, 1918, but the most important parts, such as theoil expellers" and the "grinding mills" were not then yet in this city.- These oil expellers" were shipped for Manila on the 12th of December, 1918, the motors on the 8th of January, 1919, the machinery on the 16th of January 1919 and the grinding mills onthe 21st of February, 1919, all of which arrived at Manila on February 13, March 8, April 27, and August 23, 1919, respectively.- These effects were received and paid for by Chesley under protest, on account of the fact that they were not delivered within the period stipulates in the contract.- Soler was then advised by Chesleys lawyer that their contract to was rescinded, it appearing that the parts of the machinery,which the Soler asserted in said contract were on the way, were not at the time and it was only several days later that they were shipped for Manila.- Soler commenced this action asking that Chesley be sentenced to pay him the sum of P30,546.03 with interest thereon, which sum was the difference between the P100,000, the consideration of the contract, and the price of the aforesaid machinery which had been paid by the Chesley, plus the incidental expenses, as stipulated in the said contract.- The defendant answered, denying generally and specically the allegations of the complaint and setting up a special defense and a counterclaim.- In his special defense, Chesley alleges that he had accepted and signed the contract on the assertion therein contained that of the machinery, which was the subject matter of the said contract, apart was already in Manila, and the other part on the way, and also on the promises, assertions, and contemporary and previous acts of the plaintiff to the same effect, by means of which the lattersucceeded in inducing the defendant to make and sign the aforesaid contract; that the parts of the machinery which, on the date of the contract, were said to be on the way, were not in fact in, and did not arrive at, Manila but long thereafter; that if he signed the contract, it was because he was desirous of having the machinery, and the defendant assured him that it would be delivered to him,immediately or within a short time- TC sentenced Chesley to pay the Soler P30,546.03, with legalinterest thereon from October 16, 1919, and the costs, and absolved the plaintiff from the set-off and the counterclaim.ISSUES 1. WON TC erred in not holding that time was an essential element of the contract2. WON TC erred in giving judgment in favor of the plaintiff 3. WON TC erred in dismissing the counterclaim of the defendantHELD 1. YES- The arrival of the machinery within a reasonable time was an essential element of the contract, such time to be determined by taking into account the fact that is was then on the way toManila.- It appears sufciently established in the record that if the Soler gave his consent to this contract, it was because he expected that said machinery would arrive within a short time, the time reasonably necessary for such machinery to reach Manila from America, as the plaintiff asserted in the document itself that said machinery was then on the way.The act of the defendant in insisting that this guaranty as to the arrival of the machinery be stated in the contract, his repeated complaints and protests when he afterwards made payments as the parts arrived, and his letter of April 25, 1919, leave no room for doubt that the arrival of said machinery within a reasonably short time was one of the determining elements of his consent.- These acts of the defendant disclose the fact that he intented the arrival of the machinery to bean essential element of the contract (art. 1282, Civil Code).- The fact that the plaintiff had no control of the prompt transportation of the said machinery to Manila, does not relieve the plaintiff from making good the guaranty inserted in the contract that said machinery was already on the way to Manila.- The plaintiff elected to bind himself in that way, although he knew, as he ought to have known that, had his rights not been transferred to the defendant, he could not have charged Messrs.Anderson and Co. so much, who in the (rst) contract did not guarantee the delivery nor theamount of the price.- The plaintiff having bound himself in favor of the defendant for more than what Messrs. Anderson and Co. had bound themselves for in favor, we entertain no doubt that he acted ing ood faith, encouraged by the information of Messrs. Anderson and Co. (although the most that theexpellers, only the expellers, had been sent out by the factory), but it was he, not Messrs. Anderson and Co., who contracted the obligation,and, therefore, he is the only one to be responsible for the obligation arising from the contract. He who contracts and assumes an obligation is presumed to know the circumstances under which said obligation can be complied with (Ferrer vs. Ignacio, 39 Phil., 446).- True, the plaintiff id not specify the date or time of the arrival of said mechanical devices; but he did assert that they were on the way on the date of the contract. But it did not happen asasserted2. YES- The plaintiff has failed to carry out his obligation incurred under the contract and has, therefore, no right to compel the defendant to comply with his obligation to pay the plaintiff the sum claimed in the complaint (art. 1124, Civil Code).3. NO- It appears from the record that he sold the aforesaid machinery to a third person, the Philippine Rening Co. In cases like this, the rescission of the contract does not lie (art. 1295,Civil Code).- As to the damages claimed by the defendant: Evidence adducedi s insufcient to x the true amount thereof.Disposition Judgment Reversed, and the defendant absolved from the complaint, and the plaintiff from the counterclaim and other claims of the defendantREPUBLIC V LITTON

94 Phil 52PARAS; November 28, 1953 Facts ! On December 22, 1945, the defendants Litton & Co. and George Litton (vendor), managing partner or agent of the defendant partnership, entered into a contract with the plaintiff (vendee) to supply and deliver to the latter on or before March 1, 1946, 96,000 padlocks at P1.87 each and certain quantities of indelible pencils, lead pencils, bottles of ink, pen points, chalks, clips, etc., with a total value of P25,979.55 in accordance with the specifications and under the terms and conditions set forth in the said contract; that to guarantee and secure the faithful performance of their obligation, the co-defendant Central Surety Co., Inc. executed on January 3, 1946, a surety bond in favor of the plaintiff. ! The defendant Litton & Co. delivered on or about April 8, 1946, 34,200 padlocks only, which is much less than the quantity called for in the contract, and failed to deliver the balance of 61,800 padlocks which were to be used during the elections of April 23, 1946. Also, the defendant failed to deliver the stationary and office supplies. ! For such failure of the defendant Litton & Co., the plaintiff was compelled to make open market purchases of 25,613 padlocks, thereby incurring losses and damages in the amount of P176,243.41, representing the difference between the price actually paid for said open market purchases and the price which the government would have paid to Litton & Co. in accordance with the contracts. Also, due to the default in the delivery of the stationary and office supplies the government was compelled to make open market purchases of said articles, thereby having suffered damages and losses in the sum of P20,164.17, representing the difference between the price of said articles purchased in the open market and the price stipulated in the contract. ! Defendants theory: The purchases of padlocks by the plaintiff in the open market were made at exorbitant prices, much in excess of their ceiling prices which should not be more than 70 per cent over the landed costs; that the defendants are not liable for the alleged losses and damages resulting from said purchases, as their delay or failure to deliver the padlocks was due to plaintiff's fault (allegedly that it was a condition that the plaintiff would timely obtain the corresponding export license and shipping priority) and to circumstances beyond their control. Litton's defense is therefore that he is excused by the plaintiff's failure to obtain in due time the export license and shipping priority. ! TC: for the government.Issue: Whether the defendant obligates to deliver the materials unconditionally.1Held: The bonds, prepared by the surety company on the basis of data furnished by Litton, made express reference to and guaranteed the fulfillment of the contracts entered into on December 22 and 26, 1945, and under said bonds delivery was to be made on or before March 1, 1946. The issue presented in the case was factual more than legal. Now for the relevance with the topic, I am at a loss as to how can they 1be related. Maybe, it is related with article 1169, and that this case was an example of time is of the essence considering it will be used for election. Or maybe that part where the SC mitigated the amount of damages considering that the Government accepted some deliveries after the election but did not pay it. The SC did not however, made an in-depth elaboration on that note. This negatives the contention that the delivery of the padlocks and stationery was subject to any contingency, much less to plaintiff's ability to secure export license and shipping priority. It is true that the Philippine Government exerted some efforts with a view to the granting by the United States authorities of the necessary export license and shipping space, but the same do not prove that it was plaintiff's obligation to do so or that Litton's duty to deliver the articles on or before March 11, 1946 was conditional. Rather it should be treated only as friendly accommodations.Under the contract, the plaintiff was authorized to make open market purchases as a result of Litton's default, and in view of the attending urgency the plaintiff was compelled to pay higher prices; and Litton's criticisms against said purchases is therefore not well taken. At any rate, Litton had not taken any steps to protect himself or minimize his damages by buying in the open market at lower prices than those paid by the plaintiff for the articles needed in the elections which Litton failed to deliver on time. Dispositive: The total price of the padlocks delivered to the plaintiff computed at P1.87 each, is P17,009.52, and the total price of the stationery delivered to the plaintiff after the elections, is P9,806.94, and these amounts have not been paid by the plaintiff which claims that they should be deducted from the damages due from Litton. While Litton was not excused from performing his obligation, on purely equitable considerations we hereby reduce the damages awarded by the trial court by the sum of P90,000. This roughly represents the difference between the stipulated unit price of P1.87 under Litton's contract and the price paid in the open market by the plaintiff for the quantity of padlocks delivered by Litton to and accepted by the plaintiff after the elections, which articles were loaded in the SS. Adrastus which arrived in Manila on April 1, butwas able to berth only on May 5. La Fuerza v. CAFACTS: Associated constructed a conveyor system for La Fuerzas wine factory. When the construction was nished, to La Fuerzas dismay, the conveyor system did not met its expectation because: several bottles collided with each other, some bottles jumped off the conveyor belt and were broken, causing considerable damage and the ow of the system was so sluggish. La Fuerza refused to pay the balance of the conveyor systems purchase price. HELD: La Fuerzas action for rescission has already prescribed. Action for rescission based in hidden faults or defects must be led within 6 months after delivery. La Fuerzas action was led after 10 months. DOCTRINE: Pursuant to A1566 and A 1567, if the thing sold has hidden faults or defects the vendor shall be responsible and the vendee may elect between withdrawing from the contract and demanding a proportional reduction of the price, with damages in either case." but the action therefor in the language of Art. 1571 "shall be barred after six months, from the delivery of the thing sold." The period of four (4) years, provided in Art. 1389 of said Code, for "the action to claim rescission," applies to contracts, in general, and must yields, in the instant case, to said Art. 1571, which refers to sales in particular. Azarraga v Gay 1928 Villamor, J. Facts: ! By a public document, Azarraga sold two parcels of lands to Gay for the lump sum of P47,000, payable in installments. The conditions of the payment were: 1. P5,000 at the time of signing the contract 2. P20,000 upon delivery by the vendor to the purchaser of the Torrens title to the first parcel described in the deed of sale, 3. P10,000 upon delivery by the vendor to the purchaser of Torrens title to the second parcel; and 4. lastlythesumofP12,000oneyearafterthedeliveryofthe Torrenstitleto the second parcel. ! 1st condition: The vendee paid P5,000 to the vendor when the contract was signed. ! 2nd condition: The vendor delivered the Torrens title to the first parcel to the vendee who, pursuant to the agreement, paid him P20,000. ! 3rd condition: In the month of March 1921, Torrens title to the second parcel was issued and forthwith delivered by the vendor to the vendee who, however, failed to pay the P10,000 as agreed, ! 4thcondition:NeitherdidthevendeepaytheremainingP12,000oneyearafter having received the Torrens title to the second parcel. ! Vendee, in her defense, contends: 1. Thatthevendorknowingthatthesecondparcelsoflandhesoldhadan area of 60 hectares, by misrepresentation lead the vendee to believe that saidsecondparcelcontained98hectares,andthusmadeitappearin the deed of sale and induced the vendee to bind herself to pay the price of P47,000forthetwoparcelsofland,whichherepresentedcontainedan areaofnolessthan200hectares,towhichpricethedefendantwouldnot haveboundherselfhadsheknownthattherealareaofthesecondparcel was60hectares,and,consequently,sheisentitledtoareductioninthe priceofthetwoparcelsinproportiontothearealacking,thatis,thatthe price be reduced to P38,000 2. That the vendee, in addition to the amounts acknowledged by the venndor, had paid other sums amounting to P4,000; and 3. Thatthevendeeneverrefusedtopaythejustlyreducedprice,butthe vendor refused to receive the just amount of the debt ! Vendor contends that the contract of sale in question was made only for the lump sum of P47,000, and not at the rate of so much per hectare. TC:orderedthevendortopaytheremainingbalanceofP19,300withlegalinterest;No fraud re: area of the land Held/Ratio: Re: Alleged fraud on the calculations as to the area of the two parcels The vendee went over the vendors land and made her own calculations as to the area of said two parcels. Moreover, there was a delivery of the documents covering the land he was trying to sell. The vendee had document deed, in which document it appears that theareaofthesecondparcelisabout70hectares.Itistobepresumedthatboththe vendeeandthelawyerwhodrewthedeedofsalebetween Azarraga(vendor)andGay (vendee), had read the contents of the document Exhibit 4 (original deed between vendor and original owner containing the area of the land). Furthermore,thereisnoevidenceofrecordthatthevendormaderepresentationtothe defendantastotheareaofsaidsecondparcel,andevenifhedidmakesuchfalse representationsasarenowimputedtohimbythevendee,thelatteracceptedsuch representations at her own risk and she is the only one responsible for the consequences of her inexcusable credulousness. Moreover,therecordcontainsseveralofthevendee'sletterstothevendorintheyears 1921to1925,inwhichthevendeeacknowledgesherdebt,andconfiningherselfto petitioningforextentionsoftimewithinwhichtomakepaymentforthereasonsgiven therein. But in none of these letters is there any allusion to such lack of area, nor did she complain of the supposed deceit of which she believes she is a victim. Re: Reduction of price and delivery Saidtwoparcelsaredefinedbymeansoftheboundariesgivenintheinstrument. Therefore, the case falls within the provision of article 1471 of the Civil Code, which reads as follows: ART. 1471. In case of the sale of real estate for a lump sum and not at the rate of a specified price for each unit of measure, there shall be no increase or decrease of the price even if the area be found to be more or less than that stated in thecontract. Thesameruleshallapplywhentwoormoreestatesaresoldforasingleprice;but,ifin addition to a statement of the boundaries, which is indispensable in every conveyance of real estate, the area of the estate should be designated in the contract, the vendor shall beobligedtodeliverallthatisincludedwithsuchboundaries,evenshouldit exceed the area specified in the contract; and, should he not be able to do so, he shall sufferareductionofthepriceinproportiontowhatislackingofthearea,unlessthe contract be annulled by reason of the vendee's refusal to accept anything other than that which was stipulated. As Manresa puts it, Itfollowsthattheprovisionsofarticle1471concerningthedeliveryofdeterminate objectshadtobemateriallydifferentfromthosegoverningthedeliveryofthingssolda price per unit of measure or number. The first paragraph and the first clause of the second paragraph of article 1471 deal with thefirstofsaidcases;thatiswhereeverythingincludedwithintheboundariesasset forth in the contract has been delivered. Thesecondpossiblecaseinthedeliveryofdeterminateobjectsisthatinwhich,on accountorcircumstancesofdiversepossibleorigins,everythingincludedwithinthe boundaries is not delivered. 1st rule: Whether or not the object of sale be one realty for a lump sum, or two or more for a single price also a lump sum, and, consequently, not for so much per unit of measure or number, there shall be no increase or decrease in the price even if the area be found to be more or less than that stated in the contract. 2nd rule: Whether or not the object of the sale be one realty for a lump sum, or two or more for a single price also a lump sum, and, consequently not at the rate of a specified price for each unit of measuring or number, the vendor shall be bound to deliver everything that is includedwithintheboundariesstated,althoughitmayexceedtheareaornumber expressed in the contract; in case he cannot deliver it, the purchaser shall have the right eithertoreducethepriceproportionatelytowhatislackingoftheareaornumber,orto rescind the contract at his option. Inthecaseatbar,theruleformulatedforthesecondparagraphorarticle1471is INAPPLICABLEinasmuchasallthelandincludedwithintheboundariesofthetwo parcels sold has been delivered in its entirety to the vendee. There is no division of the land enclosed within the boundaries of the properties sold; the determinate object which is thesubjectmatterofthecontracthasbeendeliveredbythevendorinitsentiretyashe obligate himself to do. Therefore, there is no right to complain either on the part of the vendor, even if there be a greater area than that stated in the deed, or on the part of the vendee, though the area of the second parcel be really much smaller. Thus, there was an obligation on the part of the vendee, Gay, to accept the delivery of the propertythoughtheareaofthesecondparcelbereallymuchsmallerthanthatstatedin the deed.FELICIANO ESGUERRA, et al. v. VIRGINIA TRINIDAD, et al.

518 SCRA 186 (2007)

What really defines a piece of ground is not the area, calculated with more or less certainty, mentioned in its description, but the boundaries therein laid down, as enclosing the land and indicating its limits.

Felipe Esguerra and Praxedes de Vera (Esguerra spouses) owned several parcels of land half of which they sold to their grandchildren Feliciano, Canuto, Justa, Angel, Fidela, Clara and Pedro, all surnamed Esguerra. The spouses sold half the remaining land were sold their other grandchildren, the brothers Eulalio and Julian Trinidad.. Subsequentlly, the Esguerra spouses executed the necessary Deeds of Sale before a notary public. They also executed a deed of partitioning of the lots , all were about 5,000 square meters each. Eulalio Trinidad (Trinidad) later sold his share of the land to his daughters. During a cadastral survey conducted in the late 1960s, it was discovered that the 5,000-square meter portion of Esguerras parcel of land sold to Trinidad actually measured 6,268 square meters. Feliciano Esguerra (Feliciano), who inhabits the lot bordering Trinidad, subsequently filed a motion for nullification of sale between the Esguerra spouses and Trinidad on the ground that they were procured through fraud or misrepresentation. Feliciano contended that the stipulations in the deed of sale was that Trinidad was sold a 5,000 square meter lot. The boundaries stipulated in the contract of sale which extend the lots area Both cases were consolidated and tried before the RTC which, after trial, dismissed the cases. On appeal, the appellate court also dismissed the cases; and subsequently, the motion for reconsideration was also denied. ISSUES:

Whether or not the Appellate Court erred in holding that the description and boundaries of the lot override the stated area of the lot in the deed of sale HELD:

Where both the area and the boundaries of the immovable are declared, the area covered within the boundaries of the immovable prevails over the stated area. In cases of conflict between areas and boundaries, it is the latter which should prevail. What really defines a piece of ground is not the area, calculated with more or less certainty, mentioned in its description, but the boundaries therein laid down, as enclosing the land and indicating its limits. In a contract of sale of land in a mass, it is well established that the specific boundaries stated in the contract must control over any statement with respect to the area contained within its boundaries. It is not of vital consequence that a deed or contract of sale of land should disclose the area with mathematical accuracy. It is sufficient if its extent is objectively indicated with sufficient precision to enable one to identify it. An error as to the superficial area is immaterial. Thus, the obligation of the vendor is to deliver everything within the boundaries, inasmuch as it is the entirety thereof that distinguishes the determinate object. Under the Torrens System, an OCT enjoys a presumption of validity, which correlatively carries a strong presumption that the provisions of the law governing the registration of land which led to its issuance have been duly followed. Fraud being a serious charge, it must be supported by clear and convincing proof. Petitioners failed to discharge the burden of proof, however. The same rule shall be applied when two or more immovables are sold for a single price; but if, besides mentioning the boundaries, which is indispensable in every conveyance of real estate, its area or number should be designated in the contract, the vendor shall be bound to deliver all that is included within said boundaries, even when it exceeds the area or number specified in the contract; and, should he not be able to do so, he shall suffer a reduction in the price, in proportion to what is lacking in the area or number, unless the contract is rescinded because the vendee does not accede to the failure to deliver what has been stipulated. In fine, under Article 1542, what is controlling is the entire land included within the boundaries, regardless of whether the real area should be greater or smaller than that recited in the deed. This is particularly true since the area of the land in OCT No. 0-6498 was described in the deed as humigit kumulang, that is, more or less.

A caveat is in order, however. The use of more or less or similar words in designating quantity covers only a reasonable excess or deficiency. A vendee of land sold in gross or with the description more or less with reference to its area does not thereby ipso facto take all risk of quantity in the land ALFREDO v BORRAS FACTS: Godofredo & Carmen mortgaged their land to DBP for P7,000. To pay their debt, they sold the land to Armando & Adelia for P15,000. The latter also assumed to pay the loan. Carmen issued Armando & Adelia a receipt for the sale. They also delivered to Armando & Adelia the Original Certificate of Title, tax declarations, and tax receipts. They also introduced Armando & Adelia to the Natanawans, the tenants of the said property as the new lessors. They thereafter took possession of the said land. Later, they found out that Godofredo & Carmen sold the land again to other buyers by securing duplicate copies of the OCTs upon petition with the court. Thus, they filed for specific performance. Godofredo & Carmen claimed that the sale, not being in writing, is unenforceable under the Statute of Frauds. ISSUE: W/N the contract of sale is unenforceable under the Statute of Frauds. HELD: NO. The Statute of Frauds is applicable only to executory contracts, not those that have already been partially or completely consummated. In this case, the sale of the land to Armando & Adelia had already been consummated. The ownership of the land was also transferred to Armando & Adelia when they were introduced to the Natanawans and took possession thereof. Therefore, when Godofredo & Carmen sold the land to other buyers, it was no longer theirs to sell. The Statute of Frauds provides that a contract for the sale of real propertyshall be unenforceable unless the contract or some note or memorandum ofthe sale is in writing and subscribed by the party charged or his agent. Theexistence of the receipt dated 11 March 1970, which is a memorandum ofthe sale, removes the transaction from the provisions of the Statute ofFrauds.The Statute of Frauds applies only to executory contracts and not tocontracts either partially or totally performed. Thus, where one party hasperformed ones obligation, oral evidence will be admitted to prove theagreement. In the instant case, the parties have consummated the sale of theSubject Land, with both sellers and buyers performing their respectiveobligations under the contract of sale. In addition, a contract that violatesthe Statute of Frauds is ratied by the acceptance of benets under thecontract. Alfredo spouses beneted from the contract because they paidtheir DBP loan and secured the cancellation of their mortgage using themoney given by Borras. Alfredo also accepted payment of the balance of thepurchase price.Alfredo spouses cannot invoke the Statute of Frauds to deny the existence ofthe verbal contract of sale because they have performed their obligations,and have accepted benets, under the verbal contract. Borras spouses havealso performed their obligations under the verbal contract. Clearly, both thesellers and the buyers have consummated the verbal contract of sale of theSubject Land. The Statute of Frauds was enacted to prevent fraud. This law cannot be used to advance the very evil the law seeks to prevent.Sarmiento v. LesacaSANTOS v SANTOS FACTS: Jesus and Rosalia owned a lot with a 4-door apartment. They sold through a public instrument the said property to their children, Salvador and Rosawho sold her share to Salvador as well. Nonetheless, in spite of the sale, Rosalia remained in possession and control over the property. Jesus, Rosalia and Salvador died. Zenaida, claiming to be Salvadors heir, demanded rent from the tenants. The other children of Jesus and Rosalia filed a case for reconveyance averring that the sale to Salvador was fictitious and done merely to accommodate him. ISSUE: W/N the sale to Salvador was fictitious HELD: YES. While it is true that sale through a public instrument is equivalent to delivery of the things sold which has the effect of transferring ownership, the delivery can be rebutted by clear and convincing evidence. The vendors continuous possession makes the sale dubious. Salvador never took possession of the property. He surrendered the titles to his mother after having registered the lots in his name, he never collected rentals, neither has he paid the taxes thereon. Thus, there was no real transfer of ownership. That being the case, the action for reconveyance was imprescriptible. BOARD OF LIQUIDATORS v. EXEQUIEL FLORO FACTS:MelecioMalabananenteredintoanagreementwiththeBoardofLiquidatorsfor the salvage of surplus properties sunk in territorial waters off the provinces of Mindoro, La Union,andBatangas.MalabanansubmittedarecoveryreportdatedJuly26,1954, whereinitisstatedthathehadrecoveredatotalof13,107piecesofsteelmattingsfrom theopreations.Fourmonthspreviously,Malabananhadenteredintoanagreementwith Exequiel Floro, agreeing that Floro would advance to Malabanan certain sums of money, nottoexceedP25,000.00,repayment,thereofbeingsecuredbyquantitiesofsteel mattings which Malabanan would consign to Floro. Pursuant thereto, Floro claims to have made total advances to the sum of P24,224.50. It appears that as Malabanan was not able torepayFloro'sadvances,thelatter,sold11,047piecesofsteelmattingstoEulalio Legaspi for the sum of P24,803.40. Seventeen days later, on August 21, 1954, Malabanan filedintheCourtofFirstInstanceofManilaapetitionforvoluntaryinsolvency,attaching thereto a Schedule of Accounts, in which the Board was listed as one of the creditors for P10,874.46, and Exequiel Floro for P24,220.50. The controversy of the case arose when Malabananlistedthesteelmattingsasitsproperties,whichwasopposedbytheBoard claiming ownership over the steel mattings recovered from the salvaging operations. ISSUE: WON Malabanan has title to the steel mattings. HELD:YES.Malabananhastitletothesteelmattings.TheCourtheldthatthecontract betweenMalabananandtheBoardhadeffectofvestingMalabananwithtitleto,or ownershipofthesteelmattingsinquestionassoonastheywerebroughtupfromthe bottom of the sea. This was shown from the agreement between the parties wherein it is said that ownership of the goods passed to Malabanan as soon as they were recovered or salvaged and not only after payment of the stipulated price. The contention that there wasnodeliveryisincorrect.Whiletherewasnophysicaltradition,therewasoneby agreement (traditio longa manu) in conformity with Article 1499 of the Civil Code. Art. 1499 Thedeliveryofmovablepropertymaylikewisebemadebythemereconsentor agreementofthecontractingparties,ifthethingsoldcannotbetransferredtothe possessionofthevendeeatthetimeofthesale. Asobservedearlier,thereisnothingin the terms of the public instrument in question from which an intent to withhold delivery or transfer of title may be inferred. PERPETUA ABUAN, ET AL. v. EUSTAQUIO S. GARCIA, ET AL. On August 7, 1953, petitioners Perpetua Abuan et al. sold a parcel of rice land to defendantsEustaquio Garcia et al. through a Deed of Absolute Sale. A TCT was issued to defendants. Later, petitioners led an action to recover the land, alleging the sale was tainted with fraud andwas without consideration. Reaching an amicable settlement, the parties entered into an"Agreement" dated February 28, 1955, under which defendants paid P500 as partial payment ofthe purchase price of the land, and promised to pay the balance of P1,500 on or before April 30,1955, with a grace period of 30 days. The Agreement also stated that it "shall supersede allprevious agreements or contracts heretofore entered into..." Plaintiffs instituted the present action on March 4, 1960. Defendants moved to dismiss, on theground that plaintiffs' right of action was already barred, because the ve-year redemptionperiod had already expired. Section 119 of the Public Land Law provides:o Every conveyance of land acquired under the free patient or homestead provisions,when proper, shall be subject to re-purchase by the applicant, his widow, or legal heirs,for a period of ve years from the date of conveyance. Plaintiffs argue that the period should be counted from the date of full payment (May 1965)since it was on this date that the contract was consummated. CFI Nueva Vizcaya dismissed the complaint, xing the starting date as February 28, 1955,when the Agreement was entered into. CA certied the case to SC. SC: "Conveyance" means transfer of ownership; it means the date when the title to the land istransferred from one person to another. The 5-year period should, therefore, be reckoned withfrom the date that defendants acquired ownership.When did defendants legally acquire ownership of the land?Upon execution of the Deed of Absolute Sale (August 7, 1953). Dismissal afrmed.Under Art. 1498, When the sale is made through a public instrument, as in this case, theexecution thereof shall be equivalent to the delivery of the thing which is the object of the contract, if from the deed the contrary does not appear or cannot be clearly inferred. This manner of delivery is common to personal as well as real property. It is clear, therefore, that defendants acquired ownership to the land in question upon the execution of the Deed of Absolute on August 7, 1953. The Agreement of February 28, 1955, only superseded the deed as tothe terms and conditions of payment. The Agreement did not operate to revest the ownership of the land in the plaintiffs. Assuming arguendo that the Deed is null and void as petitioners allege, we can consider thedate of the Agreement at the latest, as the time within which ownership is vested in the defendants.While it is a private instrument the execution of which could not be construed as constructive delivery under Art. 1498, Art.1496 explicitly provides that ownership of the thing sold is acquired by the vendee from the moment it is delivered to him "in any other manner signifying an agreementthat the possession is transferred from the vendor to the vendee." The intention to givepossession (and ownership) is manifest in the Agreement, especially considering the followingcircumstances: (1) the payment of part of the purchase price, there being no stipulation in theagreement that ownership will not vest in the vendees until full payment of the price; and (2) thefact that the agreement was entered into in consideration of plaintiffs' desistance, as in fact theydid desist, in prosecuting their reivindicatory action, thereby leaving the property in the handsof the then and now defendants as owners thereof, necessarily. This was deliverybrevi manupermissible under Articles 1499 and 1501 of the New Civil Code. In the absence of an express stipulation to the contrary, the payment of the price is not a condition precedent to the transfer of ownership, which passes by delivery of the thing to the buyer.THE HEIRS OF PEDRO ESCANLAR ET AL V. CA 281 SCRA 176 (1997) FACTS: Spouses Guillermo Nombre and Victoriana Cari-an died without issue in 1924 and 1938, respectively. Nombres heirs include his nephews and grandnephews. Victoriana was succeeded by her late brother's son, Gregorio Cari-an. 1.After Gregorios death in 1971, his wife, Generosa Martinez and children (Rodolfo, Carmen, Leonardo and Fredisminda) were adjudged as heirs by representation to Victorianas estate. Leonardo passed away, leaving his widow, Nelly Chua vda. de Cari-an and minor Leonell as his heirs 2.2 parcels of land, denominated by Lot 1616 and 1617, formed part of the estate of Guillermo Nombre and Victoriana Cari-an. 3.In 1978, Gregorios heirs executed a deed of sale of rights, interests and participation in favor of Pedro Escanlar and Francisco Holgado over the ! undivided share of Victoriana for P275,000to be paid to the heirs, except the share of the minor Leonell Cari-an which shall be deposited to the Municipal Treasurer. Said contract of sale will be effective only upon approval of CFI 4.Escanlar and Holgado, the vendees, were concurrently the lessees of the subject property. In a deed of agreement executed by both parties confirming and affirming the contract of sale, they stipulated the following: a.That the balance of the purchase price (P225,000) shall be paid on or before May 1979 b.Pending complete payment thereof, the vendees shall not assign, sell, lease or mortgage the rights, interests and participation thereof c.In the event of nonpayment of the balance of said purchase price, the sum of P50,000 (down payment) shall be deemed as damages 5.Escanlar and Holgado were unable to pay the individual shares of the Cari-an heirs, amounting to P55,000 each, on the due date. However, said heirs received at least 12 installment payments from Escanlar and Holgado after May 1979. Rodolfo was fully paid by June 1979, Generosa Martinez, Carmen and Fredisminda were likewise fully compensated for their individual shares. The minors share was deposited with the RTC in September 1982. 6.Being former lessees, Escanlar and Holgado continued in possession of Lots 1616 and Lots 1617. Interestingly, they continued to pay rent based on their lease contract. 7.Subsequently, Escanlar and Holgado sought to intervene in the probate proceedings of Guillermo and Victoriana as buyers of Victorianas share. In 1982, the probate court approved the motion filed by the heirs of Guillermo and Victoriana to sell their respective shares in the estate. Thereafter, the Cari-ans, sold their shares in 8 parcels of land including lots 1616 and 1617 to spouses Chua for P1.85 million. 8.The Cari-ans instituted a case for cancellation of sale against Escanlar and Holgado alleging the latters failure to pay the balance of the purchase price on the stipulated date and that they only received a total of P132,551 in cash and goods. 9.Escanlar and Holgado averred that the Cari-ans, having been paid, had no right to resell the subject lots and that the spouses Chua were purchasers in bad faith. 10. The trial court held in favor of the heirs of Cari-an citing that the sale between the Cari-ans and Escanlar is void as it was not approved by the probate court which was required in the deed of sale. 11. CA affirmed the same and cited that the questioned deed of sale of rights is a contract to sell because it shall become effective only upon approval by the probate court and upon full payment of the purchase price. ISSUE: WON the non-happening of a condition affects the validity of the contract itself HELD: No, the non-happening of a condition only affects the effectivity and not the validity of the contract. Under Art 1318 Civil Code, the essential requisites of a contract are: consent of the contracting parties; object certain which is the subject matter of the contract and cause of the obligation which is established.Absent one of the above, no contract can arise. Conversely, where all are present, the result is a valid contract. However, some parties introduce various kinds of restrictions or modalities, the lack of which will not, however, affect the validity of the contract. In the instant case, the Deed of Sale, complying as it does with the essential requisites, is a valid one.However, it did not bear the stamp of approval of the court.The contracts validity was not affected for in the words of the stipulation, this Contract of Sale of rights, interests and participations shall become effective only upon the approval by the Honorable CourtIn other words, only the effectivity and not the validity of the contract is affected. CONTRACT TO SELL VS. CONTRACT TO SALE In contracts to sell, ownership is retained by the seller and is not to pass until the full payment of the price. Such payment is a positive suspensive condition, the failure of which is not a breach of contract but simply an event that prevented the obligation of the vendor to convey title from acquiring binding force. To illustrate, although a deed of conditional sale is denominated as such, absent a proviso that title to the property sold is reserved in the vendor until full payment of the purchase price nor a stipulation giving the vendor the right to unilaterally rescind the contract the moment the vendee fails to pay within a fixed period, by its nature, it shall be declared a deed of absolute sale. In a contract of sale, the non-payment of the price is a resolutory condition which extinguishes the transaction that, for a time, existed and discharges the obligations created thereunder. The remedy of an unpaid seller in a contract of sale is to seek either specific performance or rescission. In the case at bar, the sale of rights, interests and participation as to ! portion pro indiviso of the 2 subject lots is a contract of sale for the reasons that (1) the sellers did not reserve untothemselves the ownership of the property until full payment of the unpaid balanceof P225,000.00; (2) there is no stipulation giving the sellers the right to unilaterally rescind the contract the moment the buyer fails to pay within the fixed period. NEED OF PROBATE COURTS APPROVAL EXISTS WHERE SPECIFIC PROPERTIES OF THE ESTATE ARE SOLD AND NOT WHEN IDEAL AND INDIVISIBLE SHARES OF AN HEIR ARE DISPOSED OF The need for approval by the probate court exists only where specific properties of the estate are sold and not when only ideal and indivisible shares of an heir are disposed of. In Dillena v. Court of Appeals, the Court declared that it is within the jurisdiction of the probate court to approve the sale of properties of a deceased person by his prospective heirs before final adjudication. The probate courts approval is necessary for the validity of any disposition of the decedents estate. However, reference to judicial approval cannot adversely affect the substantive rights of the heirs to dispose of their ideal share in the co-heirship and/or co-ownership among the heirs. It must be recalled that during the period of indivision of a decedents estate, each heir, being a co-owner, has full ownership of his part and may therefore alienate it. But the effect of the alienation with respect to the co-owners shall be limited to the portion which may be allotted to him in the division upon the termination of the co-ownership. CONTRACTUAL STIPULATIONS CONSIDERED LAW BETWEEN PARTIES; EXCEPTION: CONTEMPORANEOUS ACTS OF PARTIES As a general rule, the pertinent contractual stipulation (requiring court approval) should be considered as the law between the parties. However, the presence of two factors militates against this conclusion: (1) the evident intention of the parties appears to be contrary to the mandatory character of said stipulation. Whoever crafted the document of conveyance, must have been of the belief that the controversial stipulation was a legal requirement for the validity of the sale. But the contemporaneous and subsequent acts of the parties reveal that the original objective of the parties was to give effect to the deed of sale even without court approval. Receipt and acceptance of the numerous installments on the balance of the purchase price by the Cari-ans, although the period to pay the balance of the purchase price expired in May 1979, and leaving Escanlar and Holgado in possession of Lots 1616 and 1617 reveal their intention to effect the mutual transmission of rights and obligations. The Cari-ans did not seek judicial relief until late 1982 or three years later; (2) the requisite approval was virtually rendered impossible by the Cari-ans because they opposed the motion for approval of the sale filed by Escanlar and Holgado, and sued the latter for the cancellation of that sale. Having provided the obstacle and the justification for the stipulated approval not to be granted, the Cari-ans should not be allowed to cancel their first transaction with Escanlar and Holgado because of lack of approval by the probate court, the lack of which is of their own making. AMIGO VS. TEVES G.R. No. L-6389November 29, 1954 FACTS On August 11, 1937, Macario Amigo and Anacleto Cagalitan executed in favor of their son, Marcelino Amigo,apowerofattorneygrantingtothelatter,amongothers,thepower"to lease, let, bargain, transfer, convey and sell, remise, release, mortgage and hypothecate, partoranyoftheproperties...uponsuchtermsandconditions,andundersuch covenants as he shall think fit." OnOctober30,1938,MarcelinoAmigo,inhiscapacityasattorney-in-fact,executeda deed of sale of a parcel of land for a price of P3,000 in favor of Serafin Teves stipulating therein that the vendors could repurchase the land within a period of 18 months from the date of the sale. In the same document, it was also stipulated that vendors would remain in possession of the land as lessees for a period of 18 months subject to the following terms andconditions:(a)thelesseesshallpayP180asrenteverysixmonthsfromthedateof the agreement; (b) the period of the lease shall terminate on April 30, 1940; (c) in case of litigation,thelesseesshallpayP100asattorney'sfees;and(d)incaseoffailuretopay anyrentalasagreedupon,theleaseshallautomaticallyterminateandtherightof ownership of vendee shall become absolute. OnJuly20,1939,thespousesMacarioAmigoandAnacletaCagalitandonatedtotheir sonsJustinoAmigoandPastorAmigoseveralparcelsoflandincludingtheirrightto repurchasethelandinlitigation.Thedeedofdonationwasmadeinapublicinstrument, wasdulyacceptedbythedonees,andwasregisteredintheOfficeoftheRegisterof Deeds. Thevendors-lesseespaidtherentalcorrespondingtothefirstsixmonths,butnotthe rentalforthesubsequentsemester,andsoonJanuary8,1940,SerafinTeves,the vendee-lessor, executed an "Affidavit of Consolidation of Title" in view of the failure of the lessees to pay the rentals as agreed upon, and registered said affidavit in the Office of the Register of Deeds who issued to Serafin Teves the corresponding transfer of title over the land in question. On March 9, 1940, Justino Amigo and Pastor Amigo, as donees of the right to repurchase the land in question, offered to repurchase the land from Serafin Teves by tendering to him thepaymentoftheredemptionpricebutthelatterrefusedonthegroundthatthe ownership had already been consolidated in him as purchaser a retro. ISSUES Whetherornottheleasecovenantcontainedinthedeedofsalewithpactode retroexecutedbyMarcelinoAmigoasattorney-in-factinfavorofSerafinTevesisnot germaneto,norwithinthepurviewof,thepowersgrantedtosaidattorney-in-factand, therefore, is ultra vires and null and void DECISION No.Theleasecovenantcontainedinthedeedofsalewithpactoderetroexecutedby Marcelino Amigo as attorney-in-fact in favor of Serafin Teves is not germane to, nor within thepurviewof,thepowersgrantedtosaidattorney-in-factand,therefore,isnotultra vires and is valid. RATIO The power granted to the agent is so broad that it practically covers the celebration of any contract and the conclusion of any covenant or stipulation. Among the powers granted are: tobargain,contract,agreefor,purchase,receive,andkeeplands,tenements, hereditaments,andaccepttheseizingandpossessingofalllands,"or"tolease,let, bargain,transfer,conveyandsell,remise,release,mortgageandhypothecate...upon suchtermsandconditions,andundersuchcovenantsasheshallthinkfit."Whenthe power of attorney says that the agent can enter into any contract concerning the land, or can sell the land under any term or condition and covenant he may think fit, means that he can act in the same manner and with the same breath and latitude as the principal could concerning the property. The fact that the agent has acted in accordance with the wish of hisprincipalscanbeinferredfromtheirattitudeindonatingtothehereinpetitionersthe righttoredeemthelandunderthetermsandconditionsappearinginthedeedofsale executed by their agent. The lease covenant embodied in the deed of sale is common in contracts involving sales oflandwithpactoderetro.Theleasethatavendorexecutesonthepropertymaybe consideredasameansofdeliveryortraditionbyconstitutumpossessorium.Wherethe vendor a retro continues to occupy the land as lessee, by fiction of law, the possession is deemed to be constituted in the vendee by virtue of this mode of tradition. It can be said thatthecovenantregardingtheleaseofthelandsoldisgermanetothecontractofsale with pacto de retro.