CORONEL vs CA  On April 2, 1985, Catalina caused the annotation of a notice of

G.R. No. 103577. October 7, 1996 adverse claim covering the same property with the Registry of
MELO, J. Deeds of Quezon City.
 On April 25, 1985, the Coronels executed a Deed of Absolute
FACTS: Sale over the subject property in favor of Catalina.
 On June 5, 1985, a new title over the subject property was
 On January 19, 1985, Romulo Coronel, Et. Al. (hereinafter issued in the name of Catalina.
referred to as Coronels) executed a document entitled "Receipt
of Down Payment" in favor of Ramona Patricia Alcaraz RTC Ruling:
(hereinafter referred to as Ramona), involving the former’s
 Judgment for specific performance is rendered ordering the
inherited house and lot located along Roosevelt Avenue in
Coronels to execute in favor of Ramona and Concepcion a deed
Quezon City.
of absolute sale covering the subject parcel of land and the latter
 The pertinent conditions to the sale are the following:
to pay the whole balance of the purchase price amounting to
1. Ramona will make a down payment of P50,000 upon
P1,190,000.00 in cash. TCT in the name of Catalina is declared
execution of the document aforestated;
2. The Coronels will cause the transfer in their names of the title to be without force and effect.
of the property registered in the name of their deceased father
upon receipt of the P50,000.00 down payment; and CA Ruling:
3. Upon the transfer in their names of the subject property, the
Coronels will execute the deed of absolute sale in favor of  The Court of Appeals rendered its decision fully agreeing with
Ramona and the latter will pay the former the whole balance of the trial court.
P1,190,000 (Total amount: P1,240,000).
 Concepcion D. Alcaraz (hereinafter referred to as Concepcion), ISSUE:
mother of Ramona, paid the down payment of P50,000.00 on
January 15, 1985. Whether or not the "Receipt of Down Payment" embodied a
 On February 6, 1985, the property originally registered in the perfected contract of sale.
name of the Coronels’ father was transferred in their names. HELD:
 On February 18, 1985, the Coronels sold the property covered to
Catalina B. Mabanag (hereinafter referred to as Catalina) for Yes. Sale, by its very nature, is a consensual contract because it is
P1,580,000 after the latter has paid P300,000. For this reason, perfected by mere consent. The essential elements of a contract of sale
Coronels canceled and rescinded the contract with Ramona by are the following: a) consent or meeting of the minds, that is, consent to
depositing the down payment paid by Concepcion in the bank in transfer ownership in exchange for the price; b) determinate subject
trust for Ramona Patricia Alcaraz. matter; and c) Price certain in money or its equivalent.
 On February 22, 1985, Concepcion, Et Al., filed a complaint for
specific performance against the Coronels and caused the It is essential to distinguish between a contract to sell and a conditional
annotation of a notice of lis pendens at the back of the TCT. contract of sale specially in cases where the subject property is sold by
the owner not to the party the seller contracted with, but to a third person,
as in the case at bench. In a contract to sell, there being no previous sale
of the property, a third person buying such property despite the fulfillment
of the suspensive condition such as the full payment of the purchase subject house and lot to the buyer if the documents were then in order. It
price, for instance, cannot be deemed a buyer in bad faith and the just so happened, however, that the transfer certificate of title was then
prospective buyer cannot seek the relief of reconveyance of the property. still in the name of their father. It was more expedient to first effect the
There is no double sale in such case. Title to the property will transfer to change in the certificate of title so as to bear their names. That is why
the buyer after registration because there is no defect in the owner- they undertook to cause the issuance of a new transfer of the certificate
seller’s title per se, but the latter, of course, may be sued for damages by of title in their names upon receipt of the down payment in the amount of
the intending buyer. P50,000.00. As soon as the new certificate of title is issued in their
names, petitioners were committed to immediately execute the deed of
In a conditional contract of sale, however, upon the fulfillment of the absolute sale. Only then will the obligation of the buyer to pay the
suspensive condition, the sale becomes absolute and this will definitely remainder of the purchase price arise.
affect the seller’s title thereto. In fact, if there had been previous delivery
of the subject property, the seller’s ownership or title to the property is In the contract entered into in the case at bar, the sellers were the ones
automatically transferred to the buyer such that, the seller will no longer who were unable to enter into a contract of absolute sale by reason of
have any title to transfer to any third person. Applying Article 1544 of the the fact that the certificate of title to the property was still in the name of
Civil Code, such second buyer of the property who may have had actual their father. It was the sellers in this case who, as it were, had the
or constructive knowledge of such defect in the seller’s title, or at least impediment which prevented, so to speak, the execution of a contract of
was charged with the obligation to discover such defect, cannot be a absolute sale.
registrant in good faith. Such second buyer cannot defeat the first buyer’s
title. In case a title is issued to the second buyer, the first buyer may seek What is clearly established by the plain language of the subject
reconveyance of the property subject of the sale. document is that when the said "Receipt of Down Payment" was
prepared and signed by petitioners Romulo A. Coronel, Et Al., the parties
When the Coronels declared in the said "Receipt of Down Payment" that had agreed to a conditional contract of sale, consummation of which is
they received from Miss Ramona Patricia Alcaraz the sum of P50,000 subject only to the successful transfer of the certificate of title from the
purchase price in the total amount of P1,240,000.00 without any name of petitioners’ father, Constancio P. Coronel to their names. The
reservation of title until full payment of the entire purchase price, the Court significantly notes that this suspensive condition was, in fact,
natural and ordinary idea conveyed is that they sold their property. The fulfilled on February 6, 1985. Thus, on said date, the conditional contract
agreement could not have been a contract to sell because the sellers of sale between petitioners and private respondent Ramona P. Alcaraz
herein made no express reservation of ownership or title to the subject became obligatory, the only act required for the consummation thereof
parcel of land. Furthermore, the circumstance which prevented the being the delivery of the property by means of the execution of the deed
parties from entering into an absolute contract of sale pertained to the of absolute sale in a public instrument, which petitioners unequivocally
sellers themselves (the certificate of title was not in their names) and not committed themselves to do as evidenced by the "Receipt of Down
the full payment of the purchase price. Payment."

Thus, the parties did not merely enter into a contract to sell where the Since the condition contemplated by the parties which is the issuance of
sellers, after compliance by the buyer with certain terms and conditions, a certificate of title in petitioners’ names was fulfilled on February 6,
promised to sell the property to the latter. What may be perceived from 1985, the respective obligations of the parties under the contract of sale
the respective undertakings of the parties to the contract is that became mutually demandable, that is, the Coronels, as sellers, were
petitioners had already agreed to sell the house and lot they inherited obliged to present the transfer certificate of title already in their names to
from their father, completely willing to transfer full ownership of the Ramona P. Alcaraz, the buyer, and to immediately execute the deed of
absolute sale, while the buyer on her part, was obliged to forthwith pay
the balance of the purchase price amounting to P1,190,000.00.