B.

Constitution

1. Lim vs. CA

FACTS:
Lim, who arrived from Cebu, received from Suarez 2 pieces of jewelry: a diamond ring and a bracelet to
be sold on commission basis. Lim returned the bracelet to Suarez, but failed to return the diamond ring
or to turn over the proceeds thereof if sold. Suarez wrote a demand letter asking for the return of the
ring or the proceeds of the sale thereof. Lim, however, alleges that she had returned both the ring and
the bracelet, hence she no longer has any liability.

Lim has a different version of the facts. She denies the transaction was for her to sell the 2 pieces of
jewelry on commission basis. She told Suarez that she would consider buying the pieces of jewelry for
her own use. Lim took the pieces of jewelry and asked Suarez to prepare the necessary papers for her to
sign because she was not yet prepared to buy it. The document was prepared, and Lim signed it, but she
claims that she didn’t agree to the terms of the receipt regarding the sale on commission basis. Her
‘proof’ is that she signed the document on the upper portion and not at the bottom where a space is
provided for the signature of the persons receiving the jewelry.

ISSUE:
Was the real transaction between Lim & Suarez a real contract of agency to sell on commission basis as
set out in the receipt or a sale on credit?

HELD:
The transaction between them was a contract of agency to sell on commission basis. Lim’s signature
indeed appears on the upper portion of the receipt below, but this fact doesn’t have the effect of
altering the terms of the transaction form a contract of agency to sell on commission basis to a contract
of sale. The moment she affixed her signature thereon, Lim became bound by all the terms stipulated in
the receipt.

Contracts shall be obligatory in whatever form they may have been entered into, provided all the
essential requisites for their validity are present. However there are some provisions in law w/c require
certain formalities for particular contracts. The 1st is when the form is required for the validity of the
contract; the 2nd is when it is required to make the contract effective as against 3rd parties; and the 3rd is
for the purpose of proving the existence of the contract, e.g. those included in the Statute of Frauds. A
contract of agency to sell on commission basis doesn’t belong to any of these 3 categories, hence it is
valid and enforceable in whatever form they may be entered into.

There is only 1 type of legal instrument where the law strictly prescribes the location of the signature of
the parties thereto. This is in case of notarial wills. But in the case at bar, the parties didn’t execute a
notarial will but a simple contract of agency to sell on commission basis, thus making the position of
Lim’s signature immaterial
3. Conde vs. CA

CA - dismissed petitioner's Complaint for Quieting of Title and ordered her to vacate the property in
dispute and deliver its possession to private respondents Ramon Conde and Catalina Conde.
Facts
7 April 1938, Margarita Conde, Bernardo Conde and the petitioner Dominga Conde, as heirs of
Santiago Conde, sold with right of repurchase, within ten (10) years from said date, a parcel of
agricultural land located in Maghubas, Burauen, Leyte, (Lot 840), with an approximate area of one (1)
hectare, to Casimira Pasagui, married to Pio Altera (hereinafter referred to as the Alteras), for
P165.00. The "Pacto de Retro Sale" further provided:
"x x x (4) if at the end of 10 years the said land is not repurchased, a new agreement shall be made
between the parties and in no case title and ownership shall be vested in the hand of the party of the
SECOND PART" (the Alteras).

xxx xxx" (Exhibit 'B')

On 17 April 1941, the Cadastral Court of Leyte adjudicated Lot No. 840 to the Alteras "subject to the
right of redemption by Dominga Conde, Bernardo Conde and Margarita Conde, within ten (10) years
counting from April 7, 1938, after returning the amount of P165.00 and the amounts paid by the
spouses in concept of land tax x x x " (Exhibit "1"). Original Certificate of Title No. N-534 in the name of
the spouses Pio Altera and Casimira Pasagui, subject to said right of repurchase, was transcribed in the
"Registration Book" of the Registry of Deeds of Leyte on 14 November 1956 (Exhibit "2").
On 28 November 1945, private respondent Paciente Cordero, son-in-law of the Alteras, signed a
document in the Visayan dialect, the English translation of which reads:
"MEMORANDUM OF REPURCHASE OVER A PARCEL OF LAND SOLD WITH REPURCHASE WHICH
DOCUMENT GOT LOST
We, PIO ALTERA and PACIENTE CORDERO, both of legal age, and residents of Burauen, Leyte,
Philippines, after having been duly sworn to in accordance with law free from threats and intimidation,
do hereby depose and say:

1. That I, PIO ALTERA bought with the right of repurchase two parcels of land from DOMINGA CONDE,
BERNARDO CONDE AND MARGARITA CONDE, all brother and sisters.

2. That these two parcels of land were all inherited by the three.

3. That the document of SALE WITH THE RIGHT OF REPURCHASE got lost in spite of the diligent efforts
to locate the same which was lost during the war.

4. That these two parcels of land which was the subject matter of a Deed of Sale with the Right of
Repurchase consists only of one document which was lost.

5. Because it is about time to repurchase the land, I have allowed the representative
of Dominga Conde, Bernardo Conde and Margarita Conde in the name of EUSEBIO AMARILLE to
repurchase the same.
6. Now, this very day November 28, 1945, I or We have received together with Paciente Cordero who
is my son-in-law the amount of ONE HUNDRED SIXTY-FIVE PESOS (P165.00) Philippine Currency of legal
tender which was the consideration in that sale with the right of repurchase with respect to the two
parcels of land.

That we further covenant together with Paciente Cordero who is my son-in-law that from this day the
said Dominga Conde, Bernardo Conde and Margarita Conde will again take possession of the
aforementioned parcel of land because they repurchased the same from me. If and when their
possession over the said parcel of land be disturbed by other persons, I and Paciente Cordero who is my
son-in-law will defend in behalf of the herein brother and sisters mentioned above, because the same
was already repurchased by them.

IN WITNESS WHEREOF, I or We have hereunto affixed our thumbmark or signature to our respective
names below this document or memorandum this 28th day of November 1945 at Burauen Leyte,
Philippines, in the presence of two witnesses.

PIO ALTERA (Sgd.) PACIENTE CORDERO

WITNESSES:

1. (SGD.) TEODORO C. AGUILLON"

To be noted is the fact that neither of the vendees-a-retro, Pio Altera nor Casimira Pasagui, was a
signatory to the deed. Petitioner maintains that because Pio Altera was very ill at the
time, Paciente Cordero executed the deed of resale for and on behalf of his father-in-law. Petitioner
further states that she redeemed the property with her own money as her co-heirs were bereft of funds
for the purpose.
The pacto de retro document was eventually found.
On 30 June 1965 Pio Altera sold the disputed lot to the spouses Ramon Conde and Catalina T. Conde,
who are also private respondents herein. Their relationship to petitioner does not appear from the
records. Nor has the document of sale been exhibited.
Contending that she had validly repurchased the lot in question in 1945, petitioner filed, on 16 January
1969, in the Court of First Instance of Leyte, Branch IX, Tacloban City, a Complaint (Civil Case No. B-110),
against Paciente Cordero and his wife Nicetas Altera, Ramon Conde and his wife Catalina
T. Conde, and Casimira Pasagui(Pio Altera having died in 1966), for quieting of title to real property and
declaration of ownership.
Petitioner's evidence is that Paciente Cordero signed the Memorandum of Repurchase in representation
of his father-in-law Pio Altera, who was seriously sick on that occasion, and of his mother-in-law who
was in Manila at the time, and that Cordero received the repurchase price of P165.00.
Private respondents, for their part, adduced evidence that Paciente Cordero signed the document of
repurchase merely to show that he had no objection to the repurchase; and that he did not receive the
amount of P165.00 from petitioner inasmuch as he had no authority from his parents-in-law who were
the vendees-a-retro.
After trial, the lower Court rendered its Decision dismissing the Complaint and the counterclaim and
ordering petitioner "to vacate the property in dispute and deliver its peaceful possession to the
defendants Ramon Condeand Catalina T. Conde".
On appeal, the Court of Appeals upheld the findings of the Court a quo that petitioner had failed to
validly exercise her right of repurchase in view of the fact that the Memorandum of Repurchase was
signed by PacienteCordero and not by Pio Altera, the vendee-a-retro, and that there is nothing in said
document to show that Cordero was specifically authorized to act for and on behalf of the
vendee aretro, Pio Altera.
Reconsideration having been denied by the Appellate Court, the case is before us on review.
There is no question that neither of the vendees-a-retro signed the "Memorandum of Repurchase", and
that there was no formal authorization from the vendees for Paciente Cordero to act for and on their
behalf.
Of significance, however, is the fact that from the execution of the repurchase document in 1945,
possession, which heretofore had been with the Alteras, has been in the hands of petitioner as
stipulated therein. Land taxes have also been paid for by petitioner yearly from 1947 to 1969 inclusive
(Exhibits "D" to "D-15"; and "E"). If, as opined by both the Court a quo and the Appellate Court,
petitioner had done nothing to formalize her repurchase, by the same token, neither have the vendees-
a-retro done anything to clear their title of the encumbrance therein regarding petitioner's right to
repurchase. No new agreement was entered into by the parties as stipulated in the deed
of pacto de retro, if the vendors a retro failed to exercise their right of redemption after ten years. If, as
alleged, petitioner exerted no effort to procure the signature of Pio Altera after he had recovered from
his illness, neither did the Alteras repudiate the deed that their son-in-law had signed. Thus, an implied
agency must be held to have been created from their silence or lack of action, or their failure to
repudiate the agency.[
Possession of the lot in dispute having been adversely and uninterruptedly with petitioner from 1945
when the document of repurchase was executed, to 1969, when she instituted this action, or for 24
years, the Alteras must be deemed to have incurred in laches.[3] That petitioner merely took advantage
of the abandonment of the land by the Alteras due to the separation of said spouses, and that
petitioner's possession was in the concept of a tenant, remain bare assertions without proof.
Private respondents Ramon Conde and Catalina Conde, to whom Pio Altera sold the disputed property
in 1965, assuming that there was, indeed, such a sale, cannot be said to be purchasers in good
faith. OCT No. 534 in the name of the Alteras specifically contained the condition that it was subject to
the right of repurchase within 10 years from 1938. Although the ten-year period had lapsed in 1965 and
there was no annotation of any repurchase by petitioner, neither had the title been cleared of that
encumbrance. The purchasers were put on notice that some other person could have a right to or
interest in the property. It behooved Ramon Conde and CatalinaConde to have looked into the right of
redemption inscribed on the title, and particularly the matter of possession, which, as also admitted by
them at the pre-trial, had been with petitioner since 1945.
Private respondent must be held bound by the clear terms of the Memorandum of Repurchase that he
had signed wherein he acknowledged the receipt of P165.00 and assumed the obligation to maintain the
re-purchasers in peaceful possession should they be "disturbed by other persons". It was executed in
the Visayan dialect which he understood. He cannot now be allowed to dispute the same. "x x x If the
contract is plain and unequivocal in its terms he is ordinarily bound thereby. It is the duty of every
contracting party to learn and know its contents before he signs and delivers it".[4]
There is nothing in the document of repurchase to show that Paciente Cordero had signed the same
merely to indicate that he had no objection to petitioner's right of repurchase. Besides, he would have
had no personality to object. To uphold his oral testimony on that point, would be a departure from
the parol evidence rule[5] and would defeat the purpose for which the doctrine is intended.
"x x x The purpose of the rule is to give stability to written agreements, and to remove the temptation
and possibility of perjury, which would be afforded if parol evidence was admissible."[6]

In sum, although the contending parties were legally wanting in their respective actuations, the
repurchase by petitioner is supported by the admissions at the pre-trial that petitioner has been in
possession since the year 1945, the date of the deed of repurchase, and has been paying land taxes
thereon since then. The imperatives of substantial justice, and the equitable principle of laches brought
about by private respondents' inaction and neglect for 24 years, loom in petitioner's favor.
WHEREFORE, the judgment of respondent Court of Appeals is hereby REVERSED and SET ASIDE, and
petitioner is hereby declared the owner of the disputed property. If the original of OCT No. N-534 of
the Provinceof Leyte is still extant at the office of the Register of Deeds, then said official is hereby
ordered to cancel the same and, in lieu thereof, issue a new Transfer Certificate of Title in the name of
petitioner, Dominga Conde.
4. Oliver vs. Philippine Savings Bank