6 Phil 96

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6 Phil 96, G.R. No. L-2412 April 11, 1906

FACTS: Pedro Roman, the owner, and Andres Grimalt, the purchaser, had been for several days negotiating for the purchase of the schooner Santa Marina – fromthe 13th to the 23d of June, 1904. They agreed upon the sale of the vessel for the sum of 1,500 pesos, payable in three installments, provided the title papers tothe vessel were in proper form. It is so stated in the letter written „by thepurchaser to the owner on the 23rd of June.

The vessel was sunk in the bay on the afternoon of the 25th of June, 1904, during asevere storm and before the owner had complied with the condition exacted bythe proposed purchaser, to wit, the production of the proper papers showing thatthe plaintiff was in fact the owner of the vessel in question.

On July 2, 1904, petitioner Roman filed a complaint in the CFI against Andres Grimalt,praying that judgment be entered in his favor and against the defendant (1) for the purchase price of the schooner Santa Marina, to wit, 1,500 pesos or its

equivalent in Philippine currency, payable by installments in the manner stipulated; (2) for legal interest on the installments due on the dates set forth inthe complaint; (3) for costs of proceedings; and (4) for such other and further remedy as might be considered just and equitable.

ISSUE: Whether or not the defendant is under the obligation to pay the price of thevessel.

HELD: No. The sale of the schooner was not perfected and the purchaser did notconsent to the execution of the deed of transfer for the reason that the title of thevessel was in the name of one Paulina Giron and not in the name of PedroRoman, the alleged owner. If no contract of sale was actually executed by the

parties the loss of the vessel must be borne by its owner and not by a party whoonly intended to purchase it and who was unable to do so on account of failureon the part of the owner to show proper title to the vessel and thus enable themto draw up the contract of sale. The defendant was under no obligation to pay theprice of the vessel, the purchase of which had not been concluded. Theconversations had between the parties and the letter written by defendant toplaintiff did not establish a contract sufficient in itself to create reciprocal rightsbetween the parties.

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Norkis vs CA 193 SCRA 694, G.R. No. 91029 February 7,1991

FACTS: Petitioner Norkis Distributors, Inc. is the distributor of Yamaha motorcycles inNegros Occidental. On September 20, 1979, private respondent Alberto Nepalesbought trom the Norkis¬ Bacolod branch a brand new Yamaha Wonderbikemotorcycle Model YL2DX. The price of P7,500.00 was payable by means of aLetter of Guaranty from the DBP, which Norkis agreed to accept. Credit wasextended to Nepales for the price of the motorcycle payable by DBP uponrelease of his motorcycle loan. As security for the loan, Nepales would execute achattel mortgage on the motorcycle in favor of DBP. Petitioner issued a salesinvoice which Nepales signed in conformity with the terms of the sale. In themeantime, however, the motorcycle remained in Norkis‟ possession. On January22, 1980, the motorcycle was delivered ¬to a certain Julian Nepales, allegedlythe agent of Alberto Nepales. The motorcycle met an accident on February 3,1980 at Binalbagan, Negros Occidental. An investigation conducted by the DBPrevealed that the unit was being driven by a certain Zacarias Payba at the time of the accident. The unit was a total wreck was returned.

On March 20, 1980, DBP released the proceeds of private respondent‟s motorcycle loanto Norkis in the total sum of P7,500. As the price of the motorcycle later increased to P7,828 in March, 1980, Nepales paid the difference of P328 anddemanded the delivery of the motorcycle. When Norkis could not deliver, he filedan action for specific performance with damages against Norkis in the RTC of Negros Occidental. He alleged that Norkis failed to deliver the motorcycle whichhe purchased, thereby causing him damages. Norkis answered that themotorcycle had already been delivered to private respondent before the accident,hence, the risk of loss or damage had to be borne by him as owner of the unit.

ISSUE: Whether or not there has been a transfer of ownership of the motorcycle to Alberto Nepales

HELD: No.The issuance of a sales invoice does not prove transfer of ownership of thething sold to the buyer. An invoice is nothing more than a detailed statement of the nature, quantity and cost of the thing sold and has been considered not a billof sale. In all forms of delivery, it is necessary that the act of delivery whether constructive or actual, be coupled with the intention of delivering the thing. Theact, without the intention, is insufficient. When the motorcycle was registered byNorkis in the name of private respondent, Norkis did not intend yet to transfer thetitle or ownership to Nepales, but only to facilitate the execution of a chattel

mortgage in favor of the DBP for the release of the buyer‟s motorcycle loan.

Article 1496 of the Civil Code which provides that “in the absence of an expressassumption of risk by the buyer, the things sold remain at seller‟s risk until theownership thereof is transferred to the buyer,” is applicable to this case, for therewas neither an actual nor constructive delivery of the thing sold, hence, the riskof loss should be borne by the seller, Norkis, which was still the owner andpossessor of the motorcycle when it was wrecked. This is in accordance with thewell¬ known doctrine of res perit domino.

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Sanchez vs Rigos 45 SCRA 368 G.R. No. L-25494 June 14, 1972 FACTS:On April 3, 1961, plaintiff Nicolas Sanchez and defendant Severina Rigosexecuted an-instrument entitled “Option to Purchase,” whereby Rigos “agreed,

promised _and committed to sell” to Sanchez at the sum P1,510.00 a parcel of land situated in San Jose, Nueva Ecija, described in TCT No. NT-12528, withintwo (2) years from said date with the understanding that said option shall bedeemed “terminated and elapsed,” if “Sanchez shall fail to exercise his right tobuy the property” within the stipulated period. Inasmuch as several tenders of payment of the sum of PI,510.00, made by Sanchez within said period, wererejected by Mrs. Rigos, on March 12, 1963, the former deposited said amountwith the CFI of Nueva Ecija and commenced against the latter the present action,for specific performance and damages.

After the filing of defendant‟s answer – admitting some allegations of the complaint,denying other allegations thereof, and alleging, as special defense, that thecontract between the parties “is a unilateral promise to sell, and the same beingunsupported by any valuable consideration, by force of the New Civil Code, isnull and void” – on February 11, 1964, both parties, assisted by their respectivecounsel, jointly moved for a judgment on the pleadings. Accordingly, on February28, 1964, the lower court rendered judgment for §anchez, ordering Mrs. Rigos toaccept the sum judicially consigned by him and to execute, in his favor, therequisite deed of conveyance. Mrs. Rigos was, likewise, sentenced to payP200.00, as attorney‟s fees, and other costs. Hence, this appeal by Mrs. Rigos.

ISSUE: Whether or not Rigos should accept the payment and execute the deed of

conveyance.

HELD: Yes. Article 1479 of the Civil Code provides that a promise to buy and sell adeterminate thing for a price certain is reciprocally demandable. An acceptedunilateral promise to buy or to sell a determinate thing for a price certain isbinding upon the promisor if the promise is supported by a consideration distinctfrom the price.

An option is unilateral- a promise to sell at the price fixed whenever the offeree shoulddecide to exercise his option within the specified time. After accepting thepromise and before he exercises his option, the holder of the option is not boundto buy. He is free either to buy or not to buy later. In this case, however, upon

accepting herein petitioner‟s offer a bilateral promise to sell and to buy ensued,and the respondent ipso facto assumed the obligation of a purchaser. He did not

just get the right subsequently to buy or not to buy. It was not a mere option then;it was a bilateral contract of sale.

“If the option is given without a consideration, it is a mere offer of a contract of sale,which is not binding until accepted. If, however, acceptance is made before awithdrawal, it constitutes a binding contract of sale, even though the option wasnot supported by a sufficient consideration. Since there may be no valid contract

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without a cause or consideration, the promisor is not bound by his promise andmay, accordingly, withdraw it. Pending notice of its withdrawal, his acceptedpromise partakes, however, of the nature or an offer to sell which, if accepted,

results in a perfected contract of sale.

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6 Phil 96