V. LAGON vs. HOOVEN COMALCO INDUSTRIES, INC G.R. No. 135657 JANUARY 17, 2001 FACTS: Sometime in April 1981 Lagon, a businessman and HOOVEN entered into two (2) contracts, denominated Proposal, whereby for a total consideration of P104,870.00 HOOVEN agreed to sell and install various aluminum materials in Lagons commercial building in Tacurong, Sultan Kudarat. HOOVEN filed an action against Lagon claiming that the latter failed to pay his due despite HOOVENs performance of its obligation. Lagon, in his answer, denied liability and averred that HOOVEN was the party guilty of breach of contract by failing to deliver and install some of the materials specified in the proposals; that as a consequence he was compelled to procure the undelivered materials from other sources; that as regards the materials duly delivered and installed by HOOVEN, they were fully paid. ISSUE: Who among the parties is entitled to damages? RULING: HOOVEN's bad faith lies not so much on its breach of contract - as there was no showing that its failure to comply with its part of the bargain was motivated by ill will or done with fraudulent intent - but rather on its appalling temerity to sue petitioner for payment of an alleged unpaid balance of the purchase price notwithstanding knowledge of its failure to make complete delivery and installation of all the materials under their contracts. Although petitioner was found to be liable to respondent to the extent of P6,377.66, petitioner's right to withhold full payment of the purchase price prior to the delivery and installation of all the merchandise cannot be denied since under the contracts the balance of the purchase price became due and demandable only upon the completion of the project. Consequently, the resulting social humiliation and damage to petitioner's reputation as a respected businessman in the community, occasioned by the filing of this suit provide sufficient grounds for the award of P50,000.00 as moral damages. On the part of Lagon, he is ordered by the court to pay HOOVEN the amount corresponding to the value of the materials admittedly delivered to him.

JOSE LAGONv. HOOVEN COMALCO INDUSTRIES G.R. No. 135657 January 17, 2001 FACTS: Petitioner is the owner of a commercial building while respondent is a domestic corporation known to be the biggest manufacturer and installer of aluminum materials in the country. Parties entered into 2 contracts whereby for a total consideration of P104,870. Hooven agreed to sell and install various aluminum materials in Lagons building. Upon execution of contracts, Lagon paid Hooven P48,000 in advance. On February 24, 1987, Hooven commenced an action for sum of money. It was alleged that materials were delvered and installed but P69,329 remained unpaid even after the completion of the project and despite repeated demands. RTC held partly on the basis of the ocular inspection finding that the total actual deliveries cost P87,140 deducting therefrom P48,000. CA set aside the decision and held in favor of Hooven. ISSUE: Whether all the materials specified in the contracts had been delivered and installed by respondent in petitioners commercial building RULING: Essentially, respondent has the burden of establishing its affirmative allegations of complete delivery and installation of the materials and petitioners failure to pay therefor. The evidence on its discharge is grossly anemic. The CA decision is modified. Lagon is ordered to pay respondent P6,377.66 representing the value unpaid. On the other hand, respondent is ordered to pay petitioner P50,000 as moral damages, P30,000 attorneys fees and P46,554.50 as actual damages.

RCBC vs. Court of Appeals G.R. No. 133107, March 25, 1999 305 SCRA 449 FACTS: Private respondent Atty. Felipe Lustre purchased a car from Toyota Shaw, Inc. for which he made a down payment, the balance of which is to be paid in 24 equal monthly installments. He then issued 24 postdated checks in the amount due for every month. To secure the balance, private respondent executed a promissory note and a contract of Chattle Mortgage over the vehicle in favor of Toyota Shaw. The contract of Chattle Mortgage provided for an acceleration clause stating that if there be default on the part of the mortgagor to pay any of the installments, the whole amount remaining shall become due. Toyota Shaw then assigned all its rights and interest in the Chattle Mortgage to petitioner Rizal Commercial Banking Corporation (RCBC). The problem arose when one check was not signed by the private respondent. On the theory that the respondent defaulted in his payments, petitioner demanded the payment of the debt including liquidated damages. Atty. Lustre refused, prompting RCBC to file an action for replevin and damages before the Regional Trial Court of Pasay City. After trial, the RTC rendered a decision in favor of the private respondent, and held that he was not in default. The Court of Appeals affirmed the decision of the lower court. ISSUE: Whether or not private respondent should be held in default. HELD: Article 1170 of the Civil Code states that those who in the performance of their obligation are guilty of delay are liable for damages. The delay in the performance must be malicious or negligent. There was no imputation, much less evidence, that private respondent acted with malice or negligence in failing to sign the check. The Supreme Court agreed with the Court of Appeals that such omission was mere inadvertence on the part of private respondent. Coronel vs. CA not foursquare The factual milieu in Coronel is not on all fours with those in the present case. In Coronel, the Court found that the petitioners therein clearly intended to transfer title to the buyer which petitioner themselves admitted in their pleading. The agreement of the parties therein was definitively outlined in the Receipt of Down Payment both as to property, the purchase price, the delivery of the seller of the property and the manner of the transfer of title subject to the specific condition that upon the transfer in their names of the subject property the Coronels will execute the deed of absolute sale. Whereas, in the present case, even by a Sales, 2003 ( 55 ) Haystacks (Berne Guerrero) careful perusal of the receipt alone, such kind of circumstances cannot be ascertained without however resorting to the exceptions of the Rule on Parol Evidence

ROMULO A. CORONEL, ET. AL., petitioners, G.R. No. 103577 vs. October 07, 1996

COURT OF APPEALS, CONCEPCION D. ALCARAZ and RAMONA PATRICIA ALCARAZ ,respondents.

FACTS: Coronel et al. consummated the sale of his property located in Quezon City to respondent Alcaraz. Since the title of the property was still in the name of the deceased father of the Coronels, they agreed to transfer its title to their name upon payment of the down payment of 50K. and thereafter an absolute deed of sale will be executed. Alcarazs mother paid the down payment in behalf of her daughter and as such, Coronel made the transfer of title to their name. Notwithstanding this fact, Coronel sold the property to petitioner Mabanag and rescinded its prior contract with Alcaraz. ISSUE: WON the rescission of the first contract between Coronel and Alcaraz is valid. HELD: The case is a contract of sale subject to a suspensive condition in which consummation is subject only to the successful transfer of the certificate of title from the name of petitioners' father, to their names. Thus, the contract of sale became obligatory. With regard to double sale, the rule that the first in time, stronger in right should apply. The contention of the petitioner that she was a buyer in good faith because the notice of lis pendens in the title was annotated after she bought the property is of no merit. In case of double sale, what finds relevance and materiality is not whether or not the second buyer was a buyer in good faith but whether or not said second buyer registers such second sale in good faith, that is, without knowledge of any defect in the title of the property sold. The ruling should be in favor of Alcaraz because Mabanag registered the property two months after the notice of lis pendens was annotated in the title and hence, she cannot be a buyer in good faith.

Toyota Shaw Inc. vs. Court of Appeals, and Sosa Toyota Shaw Inc. vs. Court of Appeals, and Sosa 244 SCRA 320 May 1995 FACTS: Luna L. Sosa and his son, Gilbert, went to purchase a yellow Toyota Lite Ace from the Toyota office at Shaw Boulevard, Pasig (petitioner Toyota) on June 14, 1989 where they met Popong Bernardo who was a sales representative of said branch. Sosa emphasized that he needed the car not later than June 17, 1989 because he, his family, and a balikbayan guest would be using it on June 18 to go home to Marinduque where he will celebrate his birthday on June 19. Bernardo assured Sosa that a unit would be ready for pick up on June 17 at 10:00 in the morning, and signed the "Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc., a document which did not mention anything about the full purchase price and the manner the installments were to be paid. Sosa and Gilbert delivered the down payment of P100,000.00 on June 15, 1989 and Bernardo accomplished a printed Vehicle Sales Proposal (VSP) No. 928 which showed Sosas full name and home address, that payment is by "installment," to be financed by "B.A.," and that the "BALANCE TO BE FINANCED" is "P274,137.00", but the spaces provided for "Delivery Terms" were not filled-up. When June 17 came, however, petitioner Toyota did not deliver the Lite Ace. Hence, Sosa asked that his down payment be refunded and petitioner Toyota issued also on June 17 a Far East Bank check for the full amount of P100,000.00, the receipt of which was shown by a check voucher of Toyota, which Sosa signed with the reservation, "without prejudice to our future claims for damages." Petitioner Toyota contended that the B.A. Finance disapproved Sosas the credit financing application and further alleged that a particular unit had already been reserved and earmarked for Sosa but could not be released due to the uncertainty of payment of the balance of the purchase price. Toyota then gave Sosa the option to purchase the unit by paying the full purchase price in cash but Sosa refused. The trial court found that there was a valid perfected contract of sale between Sosa and Toyota which bound the latter to deliver the vehicle and that Toyota acted in bad faith in selling to another the unit already reserved for Sosa, and the Court of Appeals affirmed the said decision. ISSUE: Was there a perfected contract of sale between respondent Sosa and petitioner Toyota? COURT RULING: The Supreme Court granted Toyotas petition and dismissed Sosas complaint for damages because the document entitled Agreements Between Mr. Sosa & Popong Bernardo of Toyota Shaw, Inc., was not a perfected contract of sale, but merely an agreement between Mr. Sosa and Bernardo as private individuals and not between Mr. Sosa and Toyota as parties to a contract.

There was no indication in the said document of any obligation on the part of Toyota to transfer ownership of a determinate thing to Sosa and neither was there a correlative obligation on the part of the latter to pay therefor a price certain. The provision on the downpayment of P100,000.00 made no specific reference to a sale of a vehicle. If it was intended for a contract of sale, it could only refer to a sale on installment basis, as VSP No.928 executed on June 15, 1989 confirmed. The VSP also created no demandable right in favor of Sosa for the delivery of the vehicle to him, and its non-delivery did not cause any legally indemnifiable injury. In Uraca vs. Court of Appeals (86 SCAD 734, 278 SCRA 702 [1997].), S sent a letter to B, offering to sell a lot and commercial building for P1,050,000. B sent a reply-letter within the 3-day period contained in the offer accepting the aforesaid offer. Later, B was told by S that the price was P1,400,000 in cash or managers check and not P1,050,000 as erroneously dated in the letter-offer. B agreed to the price of P1,400,000 but counter-proposed that payment be paid in installments, with a downpayment of P1,000,000 and the balance of P400,000 to be paid in 30 days. It was held that a contract of sale was perfected at the original price of P1,050,000 but there was no agreement in the sale at the increased price of P1,400,000. The qualified acceptance by B constitutes a counter-offer and, in effect, a rejection of Ss offer. (Art. 1319.) Since there was no definite agreement on the manner of the payment of the purchase price of P1,400,000, the first sale for P1,050,000 remained valid and existing. Although the law does not expressly state that the minds of the parties must also meet on the terms or manner of payment of the price, the same is needed. Agreement on the manner of payment goes into the price such that a disagreement on the manner of payment is tantamount to failure to agree on the price. (Toyota Shaw, Inc. vs. Court of Appeals, 61 SCAD 310, 244 SCRA 320 [1995]; San Miguel Properties Philippines, Inc. vs. Huang, 130 SCAD 713, 336 SCRA 737 [2000].) An agreement on the price but a disagreement on the manner of its payment will not result in consent. This lack of consent is separate and distinct from lack of consideration where the contract states that the price has been paid when in fact it has never been paid. (Montecillo vs. Reyes, 170 SCAD 440, 385 SCRA 244 [2002], infra.)