CABRERA VS ISAAC

GR NO. 166790, NOVEMBER 19, 2014

A Contract to Sell is where the ownership or title is retained by the seller and is not to pass
until the full payment of the price, such payment being a positive suspensive condition and
failure of which is not a breach, casual or serious, but simply an event that prevented the
obligation of the vendor to convey title from acquiring binding force.
There was no valid contract of sale between Cabrera and Isaac. As defined by the Civil Code, " a
contract is a meeting of minds between two persons whereby one binds himself, with respect
to the other, to give something or to render some service." For there to be a valid contract,
there must be consent of the contracting parties, an object certain which is the subject matter
of the contract, and cause of the obligation which is established.
Sale is a special contract. Here, Isaac obligates himself to deliver a determinate thing and to
transfer its ownership to the Cabrera. In turn, the latter pays for a price certain in money or its
equivalent. A "contract of sale is perfected at the moment there is a -meeting of minds upon
the thing which is the object of the contract and upon the price.'" Both must agree as to the
certain thing that will be subject of the sale as well as the price in which the thing will be sold.
The thing to be sold is the object of the contract, while the price is the cause or consideration.
The object of a valid sales contract must be owned by the seller. If the seller is not the owner,
the seller must be authorized by the owner to sell the object.
Specific rules attach when the seller co-owns the object of the contract. Sale of a portion of the
property is considered an alteration of the thing owned in common. Under the Civil Code, such
disposition requires the unanimous consent of the other co-owners.[80] However, the rules
also allow a co-owner to alienate his or her part in the co-ownership. These two rules are
reconciled through jurisprudence. Unless all the co-owners have agreed to partition their
property, none of them may sell a definite portion of the land. The co-owner may only sell his
or her proportionate interest in the co-ownership. A contract of sale which purports to sell a
specific or definite portion of unpartitioned land is null and void ab initio.
 SPS DOMINGO VS SPS MANZANO
GR NO. 201883 NOV16, 2016

The execution of a contract of conditional sale does not immediately transfer title
to the property to be sold from seller to buyer. In contract, ownership or title to
the property is retained by the seller until the fulfillment of a positive suspensive
condition which is normally the payment of the purchase price in the manner
agreed upon.

In this case, the payment of the price is a positive suspensive condition, failure of
which is not a breach of contract warranting rescission but rather just an event
that prevents the prospective buyer from compelling the prospective seller to
convey title. In other words, the non-fulfillment of the condition of full payment
renders the contract to sell ineffective and without force and effect. It is the
reason that Article 1544 of the Civil Code cannot apply because failure to pay the
price in full in a contract to sell renders the same ineffective and without force
and effect, then there is no sale to speak of. Even petitioners' posture that their
annotation of an adverse claim on TCT No. 160752 is equivalent to registration or
claim of ownership necessarily fails, on account of the fact that there was never a
sale in their favor - and without a sale in their favor, they could not register or
claim ownership of the subject property.
 SAGUN VS. ANZ GLOBAL SERVICES AND OPERATIONS (MANILA), INC., 801 SCRA 243
G.R. NO. 220399 AUGUST 22, 2016

In a contract with a suspensive condition, if the condition does not happen, the obligation does
not come into effect.

The contract is a meeting of minds between two persons whereby one binds himself, with
respect to the other, to give something or to render some service. There is no contract unless
the following essential requisites concur: (a) consent of the contracting parties; (b) object
certain which is the subject matter of the contract; and (c) cause of the obligation which is
established.

An employment contract, like any other contract, is perfected at the moment the parties come
to agree upon its terms and conditions, and thereafter, concur in the essential elements
thereof. In this relation, the contracting parties may establish such stipulations, clauses, terms,
and conditions as they may deem convenient, provided they are not contrary to law, morals,
good customs, public order or public policy.

DANAN V SPS SERRANO GR. 195072 August 1, 2016

In a contract of sale, the title to the property passes to the vendee upon the delivery of the
thing sold whereas in a contract to sell, the ownership is, by agreement, retained by the vendor
and is not to pass to the vendee until full payment of the purchase price. In a contract of sale,
the vendee’s non-payment of the price is a negative resolutory condition, while in a contract to
sell, the vendee’s full payment of the price is a positive suspensive condition to the coming into
effect of the agreement. In the first case, the vendor has lost and cannot recover the ownership
of the property unless he takes action to set aside the contract of sale. In the second case, the
title simply remains in the vendor if the vendee does not comply with the condition precedent
of making payment at the time specified in the contract. Verily, in a contract to sell, the
prospective vendor binds himself to sell the property subject of the agreement exclusively to
the prospective vendee upon fulfilment of the condition agreed upon which is the full payment
of the purchase price but reserving to himself the ownership of the subject property despite
delivery thereof to the prospective buyer.
 ANDAL VS PNB GR. 194201 November 27, 2013

The rate of interest was subsequently declared illegal and unconscionable does not entitle
spouses to stop payment of interest. It must be emphasized that only the rate of interest was
declared void. The stipulation requiring petitioners to pay interest on their loans remains valid
and binding.

In a contract of loan between petitioners and respondent bank, they agreed to the payment of
interest on their loan obligation. That the interest was declared illegal and unconscionable and
does not entitle the spouses to stop payment of interest. It should be clear that only the rate of
interst should be declared null and void. But the principal remains binding and valid. This, they
are liable to pay interest from the time they defaulted in payment until their loan is fully paid.