Case #1: Spouses SERRANO and HERRERA v. CAGUIAT Doctrine: A contract to sell is akin to a conditional sale where the efficacy or obligatory force of the vendors obligation to transfer title is subordinated to the happening of a future and uncertain event, so that if the suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed. The suspensive condition is commonly full payment of the purchase price.

Case #2: Reyes v. TUPARAN Doctrine: In a contract to sell, the full payment of the purchase price is the 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.

Contract of sale Contract to sell Art. 1458 Art. 1479 A consensual contract because it is perfected by mere consent.

A bilateral contract whereby the prospective seller, while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer, binds himself to sell said property exclusively to prospective buyer upon fulfilment of the condition agreed upon (full payment of purchase price)

Has the following: a) Consent or meeting of the

minds b) Determinate subject matter c) Price certain in money or its

equivalent

Lacks first essential element (consent of meeting of the minds)

Conditional Contract of Sale Contract to Sell First element of consent is present, although conditioned upon the happening of a contingent event which may or may not occur. If suspensive condition is not fulfilled, perfection of contract of sale is completely abated. If suspensive condition is fulfilled, contract of sale is perfected, such that if there had already been previous delivery of the property subject of the sale to the buyer, ownership thereto automatically transfers to the buyer by operation of law without any further act to be performed by the seller.

Fulfillment of the suspensive condition which is the full payment of the purchase price does not mean ownership automatically transfers to the buyer, although the property may have been previously delivered to him. Prospective seller still has to convey title to the prospective buyer by entering into a contract of absolute sale.

Contract of Sale Contract to Sell Title to property passes to vendee upon Ownership is reserved in vendor and is

delivery of thing sold not to pass to the vendee until full payment of the purchase price

Vendor loses ownership over the property and cannot recover it until and unless the contract is resolved or rescinded

Title is retained by vendor until full payment of the price

Case #3: SPS. REYES v. Salvador Doctrine: Contract of Sale Contract to Sell Art. 1458: By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a certain price in money or its equivalent.

Art. 1479: A promise to buy and sell a determinate thing for a price certain is reciprocally demandable. An accepted unilateral promise to buy or sell a determinate thing for a price certain is binding upon the promissory if the promise is supported by a consideration distinct from the price

Sale, by its very nature, is a consensual contract because it is perfected by mere consent. The essential elements of a contract of sale are the following:

a) Consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price;

b) Determinate subject matter; c) Price certain in money for its

equivalent

First element (consent/meeting of the minds) is lacking, because the prospective seller explicitly reserves the transfer of title to the prospective buyer; the prospective seller does not as yet agree or consent to transfer ownership of the property subject of the contract to sell until the happening, which is full payment of the purchase price; full payment of purchase price partakes of a suspensive condition, non-fulfillment of which prevents the obligation to sell from arising and this, ownership is retained by the prospective seller without further remedies by the prospective buyer

A bilateral contract whereby the prospective seller, while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer, binds himself to sell the said property exclusively to the prospective buyer upon fulfilment of the condition agreed upon (full payment of the purchase price)

Contract to sell Conditional Contract of Sale Seller reserves title to property; title passes after a final deed of sale is executed

First element of consent is present, although it is conditioned upon the happening of a contingent event which may or may not occur

Upon full payment of the price, ownership will not automatically transfer to the buyer although the property may have been

If suspensive condition not fulfilled, contract of sale completely abated, if fulfilled , contract of sale is perfected,

previously delivered to him such that if there had already been prevous delivery of the property subject of the sale to the buyer, ownership thereto automatically transfers to the buyer by operation of law without any further act having to be performed by the seller

There being no previous sale of the property, a third person buying such property despite the fulfilment of the suspensive condition such as the full payment of the purchase price, cannot be deemed a buyer in bad faith and the prospective buyer cannot seek the relief of reconveyance of the property; no double sale

Fulfillment of the suspensive condition finalizes the sale and affects the sellers title thereto; if there had already been previous delivery of the subject property, sellers ownership or title to the property is automatically transferred to the buyer such that the sller will no longer have any title to transfer to any third person

Case #4: Peoples Homesite and Housing Corp v. CA Doctrine: No perfected sale where suspensive condition did not occur. Case #6 PINGOL v. CA DOCTRINE: Sale is absolute in nature where there is no (1) stipulation in the deed that title to the property sold is reserved in the seller until the full payment of the price; nor a (2) stipulation giving the vendor the right to unilaterally resolve the contract the moment the buyer fails to pay within a fixed period Case #7: Fule v. CA By the contract of barter or exchange, one of the parties binds himself to give one thing in consideration of the others promise to give another thing. If the consideration of the contract consists partly in money, and partly in another thing, the transaction shall be characterized by the manifest intention of the parties. If such intention does not clearly appear, it shall be considered a barter if the value of the thing given as a part of the consideration exceeds the amount of the money or its equivalent; otherwise, it is a sale. Case #8 Celestino v. CIR DOCTRINE: The mere fact alone that certain articles are made upon previous orders of customers will not argue against the imposition of the sales tax if such articles are ordinarily manufactured by the taxpayer for sale to the public. Case #9 Engineering and Machinery Corporation v. CA DOCTRINE: A contract for a piece of work, labor, and materials may be distinguished from a contract of sale by the inquiry as to whether the thing transferred is one not in existence and which would never have existed but for the order of the person desiring it. In such case, the contract is one for a piece of work, not a sale. On the other hand, if the thing subject of the contract would have existed and been the subject of a sale to some other person even if the order had not been given, then the contract is one of sale. Case #10: Quiroga v. Parsons Hardware Co DOCTRINE: An agent receives the thing to sell it and does not pay its price; he delivers to the principal the price he obtains from the sale of the thing to a third person, and if he does not succeed in selling it, he returns it A contract of sale, on the

other hand, entails an obligation on the part of plaintiff to supply, and an obligation on the part of defendant to pay their price. Contract of Purchase and Sale Contract of Agency Obligation on the part of plaintiff to supply, obligation on the part of defendant to pay their price

Agent receives the thing to sell it and does not pay its price; he delivers to the principal the price he obtains from the sale of the thing to a third person, and if he does not succeed in selling it, he returns it

Case #11: Puyat v.. Arco In agency, the agent is exempted from all liability in the discharge of his commission provided he acts in accordance with instruactions received from his principal, and the latter must indemnify the former for all the damages which he may incur in carrying out the agency without fault in his part. Whatever unforeseen events might have taken place unfavourable to the defendant, such as change in prices, mistakes in their quotation, loss of goods not carried by insurance, or failure of the manufacturer to properly fill the order as per specifications, plaintiff might still legally hold defendant to the price fixed in their agreement, or its return. Case #12: Dao Heng Bank v. Laigo Dacion en Pago Sale Takes nature of sale whereby property is alienated to the creditor in satisfaction of a debt in money

Goods or services are exchanged for money or its equivalent

A special mode of payment where debtor offers another thing to the creditor who accepts it as equivalent of payment of an outstanding debt

Creditor may demand money or the equivalent of the goods/service sold/rendered

Creditor in essence is really buying the thing or the property of the debtor, payment for which is to be charged against the debtors debt

Consent, object certain, and cause or consideration are present

Consent, object certain, and cause or consideration are present

Case #13 Jose v BARRUECO DOCTRINE: Sellers desirous of making conditional sales of their goods, but who do not wish openly to make a bargain in that form, for one reason or another, have frequently resorted to the device of making contracts in the form of leases either with options to the buyer to purchase for a small consideration at the end of the term, provided the so-called rent has been duly paid, or with stipulations that if the rent throughout the term is paid, title shall thereupon vest in the lessee. It is obvious that such transactions are leases only in name. The so-called rent must necessarily be regarded as payment of the price in instalments since the due payment of the agreed amount results, by the terms of bargain, in the transfer of title to the lessee.

The mere fact that the value of the thing leased, a down-payment, monthly rents, and duration of payments have been fixed by agreement of the parties, the total rents being equal to the value of the thing leased, the SC considered the transactions as one of sale. Case #14 FILINVEST CREDIT v CA Devices of contracts of lease with option to buy is at times resorted to as a means to circumvent NCC 1484(4). Vendor, by retaining ownership under guise of owner, retains the right to repossess the same without going through the process of foreclosure in the event of default. There arises a need to constitute a chattel mortgage over the movable sold. The vendor also gets to keep the instalments. Hence the conception of Article 1485, which applies 1484 to leases of personal property with option to buy. Case #15 PCI Leasing v Giraffe X Creative A financial lease is actually a sale of movable property on instalments and prevented recovery beyond the buyers arrearages. The client, who pays the lease, gets an option to purchase the property at the expiry of the lease period. Plaintiff in said case was to unduly enrich itself at the expense of the defendant if it were allowed to keep the motor vehicle after defendant had already paid rentals and a guaranty deposit which exceeded the total rentals. Parties to a contract of sale Between spouses Case #16 MEDINA v CIR Contracts violative of the provisions of NCC 1490 are null and void, and the sales made by the petitioner to his wife being void, the sales made by the latter are deemed the original sales subject to tax. Applicability to Common Law Spouses Case #17 CALIMLIM-CANULLAS v Fortun Null and void because it is contrary to morals and public policy; sale was made by a husband in favour of a concubine after he had abandoned his family and left the conjugal home where his wife and children lived and from whence they derived their support CC 1409: Contracts whose cause, object, or purpose is contrary to laws, morals, good customs, public order, or public policy are void and inexistent from the beginning CC 1352: Contracts without cause or with unlawful cause produce no effect whatsoever. Donations/sales/transfers during marriage are prohibited because they destroy the system of CPG. Prohibitions also apply to a couple living as husband and wife without the benefit of marriage, otherwise, the condition of those who incurred guilt would turn out to be better than those in legal union

JBL Reyes in Buenaventura v. Bautista: Same prohibition shall apply to a common-law relationship. To prohibit donations in favour of the other consort and his descendants because of fear of undue influence and improper pressure upon the donor, a prejudice deeply rooted in ancient law, there is every reason to apply the same prohibitive policy to persons living together as husband and wife without benefit of nuptials. Special Disqualifications Guardians, Agents, and Administrators Case #18 Phil Trust Co v ROLDAN DOCTRINE: Sales of properties of a ward by his guardian through himself or through the mediation of another are void. Judges and lawyers Case #19: RUBIAS v Batiller DOCTRINE: The Civil Code now declares transactions between counsel and his client to be void from the beginning and not merely voidable. Prohibition against sales between counsels and clients are clear and definite, and cannot be ratified. Case #20: MACARIOLA v Asuncion DOCTRINE: Prohibition only applies to the sale or assignment of property which is the subject of litigation to the persons disqualified therein. For the prohibition to operate, sale or assignment must take place during pendency of the litigation involving the property Public Officers Case 21 Maharlika Publishing v Tagle It is a policy of the law that public officers who hold positions of trust may not bid directly or indirectly to acquire properties foreclosed by their offices and sold at public auctions. Other disqualifications Case #22:Restituto De Leon v CA, Juanita Perez, and Maximo Ramos DOCTRINE: Stipulations keeping within the family the property which the government had sold to the tenant or farmer for a minimal cost to enable him to acquire his own land must be upheld; sales of these lands outside these stipulations are void. Case #23 YAP v Grageda DOCTRINE: Sale to a disqualified person of property within the Philippines may subsequently be ratified if such vendee, by improvement in public policy, be qualified to own title thereto. SUBJECT MATTER OF SALE

Requisites of a Valid SubjectMatter Must be Existing, Future, or Contingent Case 24 PICHEL v Alonzo DOCTRINE: According to NCC 1461, things having a potential existence may be the object of sale. Must be licit Case 25 Martinez v CA DOCTRINE: Properties of the public domain cannot be the subject of a valid sale. Must be determinate/determinable Case 26 Melliza v City of Iloilo DOCTRINE: The requirement of law that sale must have for its object a determinate thing is fulfilled as long as the object of sale is capable of being made determinate without the necessity of a new or further agreement between the parties. Case 27 Atilano v Atilano DOCTRINE: Real issue is not adverse possession but intention of the parties, and because parties were already residing in their respective lots, the mistake did not vitiate the consent of the parties or affect the validity and binding effect of the contract between them Particular Kinds Generic Things Case 28 Yu Tek and Co v Gonzales DOCTRINE: There is a perfected sale with regard to the thing whenever the article of sale has been physically segregated from all other articles. Undivided Interest and Share Case 29 Gaite v Fonacier DOCTRINE: The sale was one for a specific mass of iron ore because no provision was made in their contract for the measuring and weighing of the ore sold in order to complete or perfect the sale, and nor was the price of P75,000 agreed upon by the parties based upon any such requirement, and thus, there was no short-delivery, even if the accurate weight of the ore sold was slightly less than what was stipulated. Things in Litigation Case 30 Atkins, Kroll and Co v. Domingo DOCTRINE: The effect of Lis pendens is to charge the stranger with notice of the particular litigation referred to in the notice, and if the notice is effective, the stranger who acquires the property affected by the lis pendens takes subject to the eventuality of the litigation; when the adverse right fails in such litigation, the lis pendens becomes innocuous Case 31 Laroza v. Guia DOCTRINE: Lis pendens is a notice of pending litigation, a warning to the whole world that one who buys the property so annotated does so at his risk.

Price or Consideratio Adequacy of price Case 32 Bagnas v. CA DOCTRINE: Transfers made without a valid or licit cause, a fraudulent or a fictious cause, or with no cause at all, are void ab initio. Case 33 Viuda de Gordon v CA DOCTRINE: Mere inadequacy of price alone is not sufficient ground to annul a sale. False Consideration 34 Ong v Ong The execution of a deed purporting to convey ownership of a realty is in itself prima facie evidence of the existence of a valuable consideration, the party alleging lack of consideration has the burden of proving such allegation. Even granting that the Quitclaim deed in question is a donation, Article 741 of the Civil Code provides that the requirement of the acceptance of the donation in favor of minor by parents of legal representatives applies only to onerous and conditional donations where the donation may have to assume certain charges or burdens. Donation to an incapacitated donee does not need the acceptance by the lawful representative if said donation does not contain any condition. In simple and pure donation, the formal acceptance is not important for the donor requires no right to be protected and the donee neither undertakes to do anything nor assumes any obligation. The Quitclaim now in question does not impose any condition. 35 Ladanga v CA A contract of sale is void and produces no effect whatsoever where the price, which appears therein as paid, has in fact never been paid by the purchaser to the vendor. Must be in Money or its Equivalent 36 Republic v Phil Resources Article 1458 provides that the purchaser may pay a price certain in money or its equivalent, which means that they meant of the price need not be in money. In this case, the materials have been assessed and evaluated and their price equivalent in terms of money have been determined and that said materials for whatever price they have been assigned were considered as tokens of payment. Must be certain or ascertainable at the time of perfection 37Velasco v CA The material averments contained in the petitioners' complaint disclose a lack of complete "agreement in regard to the manner of payment" of the lot in question. It cannot be said that a definite and firm sales agreement between the parties had been perfected over the lot in question 38 Toyota Shaw v CA Nothing was mentioned about the full purchase price and the manner the installments were to be paid. A definite agreement on the manner of payment of the price is an essential element in the formation of a binding and enforceable contract of sale. This

is so because the agreement as to the manner of payment goes into the price such that a disagreement on the manner of payment is tantamount to a failure to agree on the price. Definiteness as to the price is an essential element of a binding agreement to sell personal property. Formation of the Contract of Sale Offer 39. Villonco v. Bormaheco Bormahecos acceptance of Villoncos offer to purchase the Buendia property, as shown in the March 4, 1964 letter proves that there was a meeting of the minds upon the subject matter and consideration of the sale. On that date, the parties perfected the sale. (Art. 1475: The contract of sale is perfected at the moment there is a meeting of minds upon the things which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts) Forms of offer 40. Zayco v. Serra Notwithstanding defendants averments that the agreement was not without consideration, it was at least, an offer to sell, which was accepted by letter, and of this acceptance the offerer had knowledge before said offer was withdrawn. The offer and the acceptance could at all events have generated a contract, if none there was before. Vices of Consent 41. Asiain v. Jalandoni Mutual mistake as to the quantity of the land sold may afford ground for equitable relief. Option Contract 42 De la Cavada v Diaz The contract was not a contract of option. An optional contract is a privilege existing in one person, for which he had paid a consideration, which gives him the right to buy, for example, certain merchandise of certain fixed price. Contract of option is separate and distinct contract from the contract which the parties may enter into upon the consummation of the option. A consideration for an optional contract is just as important as the consideration for any other kind of contract. If there was no consideration for the contract of option, then it cannot be entered any more than any other contract where no consideration exists. The consideration for the option is an entirely different consideration from the consideration of the contract with reference to which the option exists 43 Soriano v Bautista Mortgagors promise to sell is supported by the same consideration as that of the mortgage itself, which is distinct from that which would support the sale, an additional amount having been agreed upon to make up the entire price of P3900

44 Nietes v CA In case of an option to buy, the creditor may validly and effectively exercise his right by merely advising the debtor of the formers decision to buy and expressing his

readiness to pay the stipulated price, provided that the same is available and actually delivered to the debtor upon exclusion and delivery by him of the corresponding deed of sale. Until and unless the debtor shall have done this the creditor is not and cannot be in default of the discharge of his obligation to pay. Notice of the creditors decision to exercise his option to buy need not be coupled with actual payment of the price, so long as this is delivered to the owner of the property upon performance of his part of the agreement, 45 Cronico v JM Tuason In order that a unilateral promise may be binding upon the promisor, CC 1479 requires the concurrence of the condition that the promise be supported by a consideration distinct from the price. The promise cannot compel the promisor to comply with the promise, unless the former establishes the existence of said distinct consideration. The promise has the burden of proving such consideration. Petitioner has not established the existence of a consideration distinct from the price of the lot in question. 46 Carceller v CA An option is a preparatory contract in which one party grants to the other, for a fixed period and under specified conditions, the power to decide whether or not to enter into a principal contract. It binds the party who has given the option not to enter into the principal contract with any other person during the period designated, and, within that period, to enter into such contract with the one to whom the option was granted, if the latter should decided to use the option. It is a separate agreement distinct from the contract which the parties may enter into upon the consummation of the option. Meaning of cause/consideration Case 48 Sanchez v Rigos Doctrine: Since there is no valid contract without a cause or consideration, the promisor is not bound by his promise, and may, accordingly, withdraw it. Pending notice of its withdrawal, his accepted promise partakes, however, of the nature of an offer to sell which, if accepted, results in a perfected contract of sale. Case 49 Villamor v CA Doctrine: There was a perfected contract of sale, although the deed of option did not provide for the period within which the parties may demand the performance of their respective undertakings in the instrument, The parties could not have contemplated that the delivery of the property and the payment thereof could be made indefinitely and render uncertain the status of the land. The failure of either party to demand performance of the obligation of the other for an unreasonable length of time renders the contract ineffective. Right of first refusal Case 50 Ang Yu Asuncion v CA Doctrine: The so-called right of first refusal is an innovative juridical relation. It cannot be deemed a perfected contract of sale under NCC 1458, neither can it per se be brought within the purview of an adoption under 1479(2), or possibly of an offer under

NCC 1319. An option would require, among other things, a clear certainty on both the object and the cause or consideration of the envisioned contract. In a right of first refusal, while the object may be determinate, the exercise of the right would be dependent not only on the grantors eventual intention to enter into a binding juridical relation with another, but also on terms, including the price, that are yet to be later firmed up. It can at best be described as merely belonging to a class of preparatory juridical relations not governed by contracts. Case 51 Equatorial v Mayfair Doctrines: Paragraph 8 stipulated a right of first refusal, not an option contract. It was incorporated into the lease contracts for Mayfairs benefit which wanted to be assured that it shall be given first crack or the first option to buy the property at the price which Carmelo is willing to accept. There is a consideration in an agreement of right of first refusal. The stipulation is part and parcel of the entire contract of lease. Consideration for the elase includes the consideration for the right of first refusal. Contract of sale in violation of a right of first refusal may be the basis of rescission Case 52 Paranaque Kings v CA Doctrines: The basis of the right of first refusal must be the current offer to sell of the seller or offer to purchase of any prospective buyer. Only after the optionee fails to exercise its right of first priority under the same terms and within the period contemplated could the owner validly offer to sell the property to a third person, again, under the same terms as offered to optionee. Allegations in a complaint showing violation of a contractual right of first option or priority to buy the properties subject of the lease constitute a valid cause of action enforceable by an action for specific performance Case 53 Rosencor v Inquing Doctrines: Not all agreements affecting land: must be put into writing to attain enforceability. The setting up of boundaries, the oral partition of real property, and an agreement creating a right of way are not covered by the provisions of the statute of pfrauds. A right of first refusal is not among those listed as unenforceable under the statute of frauds. The application of 1403(2) of the NCC presupposes the existence of a perfected, albeit unwritten contract of sale. A right of first refusal is not by any means a perfected contract of sale of real property. A contract of sale entered into violation of a right of first refusal of another person, while valid, is rescissible. The exception is when a purchaser in good faith buys the property without notice that some other person has a right or interest in such a property and pays a full and fair price at the time of the purchase or before he has notice of the claim or interest of some other person in the property. Case 54 Tanay Recreation v Fausto Doctrines: A right of refusal applies when property is sold to a sellers relative. A sale made in violation of a right of first refusal is valid; however, it may be rescinded, or may be the subject of an action for specific performance.

A right of first refusal means identity of terms and conditions to be offered to the lessee and all other prospective buyers and a contract of sale entered into a violation of a right of first refusal of another person, while valid, is rescissible. Perfection Case 55 Coronel v CA Doctrines: A contract to sell cannot be considered as a conditional contract of sale either where the seller may likewise reserve title to the property subject of the sale until the fulfilment of a suspensive condition, because in a CCoS, the first element of consent is present, although it is conditioned upon the happening of a contingent event which may or may not occur. Receipt of downpayment without any reservation of title until full payment entails a contract of sale. The provision on double sale presumes title or ownership to pass to the first buyer, the exceptions being:

(a) When 2nd buyer, in good faith, registers sale ahead of the first buyer (b) There should be no inscription by either of the two buyers, when the second

buyer, in good faith, acquires possession of the property ahead of the first buyer

Case 56 San Lorenzo Development v CA Doctrines: Being a consensual contract, a sale is perfected by mere consent and from that moment, the parties may reciprocally demand performance. Perfection of a contract of sale should not, however, be confused with its consummation sale by itself does not transfer or affect ownership, the most it does is to create the obligation to transfer ownership. Perfection, however, should not be confused with its consummation. Sale is merely a title when it comes to acquisition of ownership it is only the legal basis by which to affect dominion or ownership. Case 57 Manila Metal Container Corp v PNB Doctrines: A definite agreement as to the price is an essential element of a binding agreement to sell personal or real property because it seriously affects the rights and obligations of the parties. Price is an essential element in the formation of a binding and enforceable contract of sale. The fixing of the price can never be left to the decision of one of the contracting parties, but a price fixed by one of the contracting parties, if accepted by the other, gives rise to a perfected sale. Case 58 DBP v Medrano Doctrines: Under the law, a contract is perfected by mere consent, that is, from the moment that there is a meeting of the offer and acceptance upon the thing and the cause that constitute the contract. The law requires that the offer must be certain and the acceptance absolute and unqualified. An acceptance of an offer may be express and implied; a qualified acceptance or one that involves a new proposal constitutes a counter-offer. A counter-offer is considered in law a rejection of the original offer and an attempt to end the negotiation between the parties on a different basis.

Earnest money v. Option Money Case 59 Cifra v CA Doctrines: Whenever earnest moneyi s given in a contract of sale, it shall be considered part of the price and a sproof of the perfection of the contract. Case 60 LaForteza v Machuca Doctrines: Earnest money is something of value to show that the buyer was really in earnest, and given to the seller to bind the bargain. Whenever earnest money is given in a contract of sale, it is considered as part of the purchase price and proof of perfection of the contract An option is a contract granting a privilege to buy or sell within an agreed time and at a determined price. It is separate and distinct contract from that which the parties may enter into upon consummation of the option. An option must be supported by consideration. Case 62 Limson v CA Doctrines: Earnest money and option money are not the same but distinguished thus:

Earnest money Option money Part of purchase price Money given as a distinct consideration

for an option contract Given when there is already a sale Applies to a sale not yet perfected When given, buyer bound to pay balance Would-be buyer not required to buy but

may even forfeit it depending on the terms of the option

Option contract Contract to sell

Subject matter is option Subject matter is thing sold Unaccepted offer Accepted offer Does not vest any title, interest, or right in the subject matter

Vests a title, interest, right in the subject matter

Case 63 San Mig Properties v Huang Doctrines: An earnest-deposit is not earnest money and does not presuppose a perfected contract of sale. It is not the giving of earnest money but the proof of concurrence of all essential elements of the contract of sale which establishes the existence of a perfected sale. Place of perfection Case 64 Dalion v CA Doctrines: Generally, the form of the contract of sale is not important. On what matters need to be in public documents is for convenience, not validity. A sale of land in a private document is still valid but must be proven. Case 65 Secuya v Vda de Selma

Doctrines: There is no form required for a sale to be valid, although a sale pertaining to land must be registered in the Registry of Property. If it was not, and that it was only a private document, the sale is valid as to only the contracting parties, but not to 3rd parties. Exception: When form important Case 66 Leonardo v Ortega Although an oral agreement to sell a piece of land is not enforceable, the contract, though verbal, was valid because it was partially performed. Case 67 Paredes v Espino The Statute of Frauds does not require that the contract itself be in writing. The plain text of 1403(2) is clear that a written note or memorandum, embodying the essentials of the contract and signed by the party charged ,or his agent, suffices to make the verbal agreement enforceable, taking it out of the operation of the statute. Case 68 Claudel v CA The Statue of Frauds applies only to executor contracts and not to consummated sales, where oral evidence may be admitted. Given the nature of their relationship with one another, it is not unusual that no document to evidence the sale weas executed (families). Case 69 City-Lite Realty v CA and FP Holdings When the sale of a piece of land or any interest therein is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void.