Case Digest
Case Digest
Facts:
Aquiles Riosa filed a complaint to annul the Deed of Absolute Sale and Transfer Certificate of Title of a
commercial lot registered under Tabaco La Suerte Corporation, claiming ownership through a deed of
cession from his parents. He alleged that he unknowingly signed a deed of sale, believing it to be a loan
document from Sia Ko Pio, CEO of the respondent corporation. Afterward, he received notice that the
property was transferred to the corporation's name. The respondent claimed ownership, citing a valid
purchase, and argued that the petitioner’s possession was merely tolerated. The RTC ruled in favor of
Riosa, declaring the sale void due to fraud under Article 1330 of the Civil Code. The CA reversed the
decision, upholding the sale and declaring the corporation the lawful owner. It emphasized that a
Torrens title is conclusive evidence of ownership, outweighing Riosa's tax declarations and payments.
Issues:
Whether there was a perfected and valid contract of sale for the subject property between Aquiles
(petitioner) and La Suerte (respondent), through its CEO, Sia Ko Pio.
Ruling:
The Supreme Court found no perfected contract of sale between Aquiles Riosa and Tabaco La Suerte
Corporation. A valid sale requires mutual consent, a determinate subject matter, and a certain price,
none of which were established in this case. The evidence showed the transactions were merely lender-
borrower arrangements between Riosa and the corporation's CEO, not a sale agreement. Moreover, the
corporation's Board of Directors did not authorize its CEO to negotiate or finalize the sale, as required
under Sections 23 and 36 of the Corporation Code.
The Court granted the petition, reversed the Court of Appeals' decision, and reinstated the RTC ruling,
declaring the sale void.