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SALES DIGESTS MANILA METAL CONTAINERS CORPORATION vs PNB FACTS: MMCC was an owner of a parcel of land which it mortgaged

to PNB for 900,000. PNB gave MMCC a credit accommodation of 1M. MMCC further loaned another 600,000 from PNB, to be paid in installments. MMCC failed to pay and so PNB foreclosed the mortgage and sold it at public auction where PNB itself was the highest bidder at 1M pesos. MMCC requested that it be given ample time to repurchase the said lot in 1983 but when it failed to do so, it requested for another year to repurchase in 1984. It also requested to but the property in installments but was rejected by PNB, stating that they will not agree to partial redemption. Subsequently, a TCT was then issued in favor of PB over the parcel of land. (SAMD) had prepared a statement of account, and as of June 25, 1984 petitioner's obligation amounted to P1,574,560.47. This included the bid price of P1,056,924.50, interest, advances of insurance premiums, advances on realty taxes, registration expenses, miscellaneous expenses and publication cost. 14 When apprised of the statement of account, petitioner remitted P725,000.00 to respondent PNB as "deposit to repurchase," and Official Receipt No. 978191 was issued to it. 15 SAMD recommended to the management of respondent PNB that petitioner be allowed to repurchase the property for P1,574,560.00. In a letter dated November 14, 1984, the PNB management informed petitioner that it was rejecting the offer and the recommendation of the SAMD. It was suggested that petitioner purchase the property for P2,660,000.00, its minimum market value. Respondent PNB gave petitioner until December 15, 1984 to act on the proposal; otherwise, its P725,000.00 deposit would be returned and the property would be sold to other interested buyers.16 Petitioner, however, did not agree to respondent PNB's proposal. Instead, it wrote another letter dated December 12, 1984 requesting for a reconsideration. Respondent PNB replied in a letter dated December 28, 1984, wherein it reiterated its proposal that petitioner purchase the property for P2,660,000.00. PNB again informed petitioner that it would return the deposit should petitioner desire to withdraw its offer to purchase the property. 17 On February 25, 1985, petitioner, through counsel, requested that PNB reconsider its letter dated December 28, 1984. Petitioner declared that it had already agreed to the SAMD's offer to purchase the property forP1,574,560.47, and that was why it had paid P725,000.00. Petitioner warned respondent PNB that it would seek judicial recourse should PNB insist on the position.18 RTC and CA ruled against the petitioner. ISSUE: WON by the deposit of 725, 000 by MMCC to SAMD, the contract was perfected. HELD: NO.
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Contracts are perfected by mere consent which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. . To convert the offer into a contract, the acceptance must be absolute and must not qualify the terms of the offer; it must be plain, unequivocal, unconditional and without variance of any sort from the proposal. A qualified acceptance or one that involves a new proposal constitutes a counter-offer and a rejection of the original offer. When the petitioner was told that respondent did not allow "partial redemption,"58 it sent a letter to respondent's President reiterating its offer to purchase the property.59 There was no response to petitioner's letters dated February 10 and 15, 1984. The statement of account prepared by the SAMD stating that the net claim of respondent as of June 25, 1984 wasP1,574,560.47 cannot be considered an unqualified acceptance to petitioner's offer to purchase the property. The statement is but a computation of the amount which petitioner was obliged to pay in case respondent would later agree to sell the property, It appears that the SAMD had prepared a recommendation for respondent to accept petitioner's offer to repurchase the property even beyond the one-year period; it recommended that petitioner be allowed to redeem the property and pay P1,574,560.00 as the purchase price. Respondent later approved the recommendation that the property be sold to petitioner. But instead of the P1,574,560.47 recommended by the SAMD and to which petitioner had previously conformed, respondent set the purchase price at P2,660,000.00. In fine, respondent's acceptance of petitioner's offer was qualified, hence can be at most considered as a counter-offer. If petitioner had accepted this counter-offer, a perfected contract of sale would have arisen; as it turns out, however, petitioner merely sought to have the counter-offer reconsidered.

SERANO vs CAGUIAT FACTS:

The spouses Serano are owners of a parcel of land which they sought to sell to Caguiat at 1,500 pesos per sqm. Caguiat then paid 150,000 to the petitioners as partial payment for the said lot. The main condition in the contract is as follows: MR. CAGUIAT PROMISED TO PAY THE BALANCE OF THE PURCHASE PRICE ON OR BEFORE MARCH 23, 1990, AND THAT WE WILL EXECUTE AND SIGN THE FINAL DEED OF SALE ON THIS DATE. When the respondent stated his readiness to purchase the land, the petitioners did not perform their obligation on the ground that one of them is going abroad (Herrera). The petitioners also said that the respondent may recover the partial payment he made, the 100,000 earnest money. The respondent filed the case against the petitioners for performance of obligation. The MTC (and the CA upon appeal) ruled that the petitioners were bound to pay by virtue of Article 1482: Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract.

Under Article 1318 of the New Civil Code, there is no contract unless the following requisites concur: (1) Consent of the contracting parties; (2) Object certain which is the subject matter of the contract; (3) Cause of the obligation which is established.

The MTC and the CA ruled that because there was earnest money given, then the contract of sale was valid. ISSUE: Is there a perfected contract of sale as evidenced by the 100,000 earnest money? HELD: NO. It is a canon in the interpretation of contracts that the words used therein should be given their natural and ordinary meaning unless a technical meaning was intended.14 Thus, when petitioners declared in the said "Receipt for Partial Payment" that they MR. CAGUIAT PROMISED TO PAY THE BALANCE OF THE PURCHASE PRICE ON OR BEFORE MARCH 23, 1990, AND THAT WE WILL EXECUTE AND SIGN THE FINAL DEED OF SALE ON THIS DATE. A contract to sell is akin to a conditional sale where the efficacy or obligatory force of the vendor's obligation to transfer title is subordinated to the happening of a future and uncertain event, so that if the suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed. The suspensive condition is commonly full payment of the purchase price.15 A distinction must be made between a contract of sale in which title passes to the buyer upon delivery of the thing sold and a contract to sell x x x where by agreement the ownership is reserved in the seller and is not to pass until the full payment, of the purchase price is made. In the first case, non-payment of the price is a negative resolutory condition; in the second case, full payment is a positive suspensive condition. Being contraries, their effect in law cannot be identical. In the first case, the vendor has lost and cannot recover the ownership of the land sold until and unless the contract of sale is itself resolved and set aside. In the second case, however, the title remains in the vendor if the vendee does not comply with the condition precedent of making payment at the time specified in the contract. In this case, the "Receipt for Partial Payment" shows that the true agreement between the parties is a contract to sell First, ownership over the property was retained by petitioners and was not to pass to respondent until full payment of the purchase price. Thus, petitioners need not push through with the sale should respondent fail to remit the balance of the purchase price before the deadline on March 23, 1990. In effect, petitioners have the right to rescind unilaterally the contract the moment respondent fails to pay within the fixed period.18 Second, the agreement between the parties was not embodied in a deed of sale. The absence of a formal deed of conveyance is a strong indication that the parties did not intend immediate transfer of ownership, but only a transfer after full payment of the purchase price.19 Third, petitioners retained possession of the certificate of title of the lot. This is an additional indication that the agreement did not transfer to respondent, either by actual or constructive delivery, ownership of the property.20 CAOILI vs CA FACTS: The respondent, Vda de Santiago, is the owner of a parcel of land which she leased to the petitioners. The respondent initially loaned a sum of 30k from the petitioners and stipulated that they do not pay rent until the amount was fulfilled. The parties thereafter entered into a contract of sale regarding the lot owned by the respondent but the sale was not in written form. Subsequently, a receipt of 140,000 was received and signed by the respondent in the presence of two witnesses. The receipt was considered as an Addendum to the Agreement of August 1990 (or the verbal contract of sale). The receipt stipulated that the respondent received the sum of money for partial payment in addition to a previous 60,000 payment made by the petitioners for the total price of 250,000 for the land in question. The receipt was also notarized. When the respondent refused to deliver the said property, the petitioners requested the respondent to either deliver the said property or to pay double the amount received (430,000 pesos) as payment for the land. Private respondent refused to comply. Hence, a complaint for collection of sum of money was filed with the Regional Trial Court of Manila, Branch 31 by herein petitioners against private respondent praying, inter alia, that the latter be ordered to pay the former the amount of P489,520.00 with interest The respondent denied the allegations of payment made by the petitioners on the ground that the 30,000 and 60,000 were loans made by her from the petitioners and that these amounts were already spent for the rent of the petitioners. Furthermore, she stated that she did not have the opportunity to read the RECEIPT because it was represented to her as the cost of improvements spent by the petitioners on her land. The RTC ruled in favor of the petitioners but the CA reversed the ruling and decreased the amount to be paid by the respondent to 39,000. PETITIONERS: , petitioners Caoili contend that there was no legal justification for the Court of Appeals to reduce the amount awarded to them by the trial court. RESPONDENT: alleged that while petitioners insist that the receipt dated December 9, 1990, is an addendum to an alleged agreement made on August 8, 1990, petitioners nonetheless failed to present the alleged Agreement of August 8, 1990 or any evidence that would prove the sale of the subject property to them. Private respondent submits that there was really no sale as the transaction between the parties was simple a loan. ISSUE: WON there was a perfected contract It is true that Article 1482 of the Civil Code provides that "Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and proof of the perfection of the contract." However, this article speaks ofearnest money given in a contract of sale. In this case, the earnest money was given in a contract to sell. The earnest money forms part of the consideration only if the sale is consummated upon full payment of the purchase price.21 Now, since the earnest money was given in a contract to sell, Article 1482, which speaks of a contract of sale, does not apply. There is no question that the parties initially entered into a contract of lease. The notarized "Kasunduan" dated March 30, 1987 22 evidences the relationship between petitioners, as lessees, and private respondent, as lessor, wherein the latter borrowed from the former the amount of P30,000.00 on condition that petitioners will not pay the monthly rentals as long as the said amount is not fully paid by private respondent. Private respondent admitted that there was an agreement for the purchase of the subject premises but the same was not made in writing. 23The absence of a formal deed of sale does not render the agreement null and void or without

any effect. The provision of Article 1358 of the Civil Code 24 on the necessity of a public document is only for convenience, not for validity or enforceability. 25 It does not mean that no contract has been perfected 26 so long as the essential requisites of consent of the contracting parties, object, and cause of the obligation concur. 27 , Exhibit "B", above-quoted, which is denominated as a "Receipt" and "Addendum to Agreement dated August 8, 1990" bolsters the claim of petitioners that there was indeed an agreement for the sale of the subject property. This "Receipt" was acknowledged before a notary public on December 28, 1990 47 and as such is considered a public document. 48 Being a public document, it is a prima facie evidence of the facts therein stated.49 It may be presented without further proof, the certificate of acknowledgment being prima facie evidence of the execution of the instrument or document involved. 50 Exhibit "B" being a notarized document has in its favor the presumption of regularity, and to contradict the same, there must be evidence that is clear, convincing and more than merely preponderant. 51 Otherwise the document should be upheld. 52 There being no proof to the contrary, the parties are therefor bound to comply with the clear and unequivocal terms under Exhibit "B" and in view of the failure of private respondent to deliver a good title to petitioners, she is under obligation to pay double the amount which private respondent received from petitioners as acknowledged in Exhibits "B".

Belardo filed for the annulment of the TCT of the petitioners. The petitioners countered for the cancellation of the Deed of Sale. The MTC ruled in favor of the petitioners because of lack of technical description of the property sold and also for lack of registration. The CA reversed the decision of the MTC. ISSUE: WON the lack of technical description is fatal to the Deed of Absolute Sales validity. HELD: NO. To be valid, a contract of sale need not contain a technical description of the subject property. Contracts of sale of real property have no prescribed form for their validity; they follow the general rule on contracts that they may be entered into in whatever form, provided all the essential requisites for their validity are present.22 The requisites of a valid contract of sale under Article 1458 of the Civil Code are: (1) consent or meeting of the minds; (2) determinate subject matter; and (3) price certain in money or its equivalent. The failure of the parties to specify with absolute clarity the object of a contract by including its technical description is of no moment. What is important is that there is, in fact, an object that is determinate or at least determinable, as subject of the contract of sale. The form of a deed of sale provided in Section 127 of Act No. 496 is only a suggested form. It is not a mandatory form that must be strictly followed by the parties to a contract. In the instant case, the deed of sale clearly identifies the subject properties by indicating their respective lot numbers, lot areas, and the certificate of title covering them. Resort can always be made to the technical description as stated in the certificates of title covering the two properties.

NARANJA vs CA FACTS: The petitioners are the heirs of Roque Naranja, owner of a parcel of land and co-owner of another parcel of land with his two brothers, Gabino and Placido, father of the petitioners. Gabino and Placido are now dead and their share of the properties are now under the name of their children. The two lots were leased to Esso and Roque Naranja received 200 pesos per month which is his only source of income. Roque Naranja is living with his half-sister, Lucilia Belardo, who takes care of him. In his gratitude, he sold all of his properties to Belardo for the amount of 10,000 pesos, the Deed of Absolute Sale of which was duly notarized. However, Belardo was unable to register the said properties due to lack of money. Belardo also was without proper source of income and she became indebted to Dema-ala for the amount of 15,000 pesos. Roque sold the parcels of land to Dema-ala to cover the 15,000 and also in consideration of another 15,000. Dema-ala kept the titles to herself until Belardo was able to pay the entire loan. To this sale, Belardo was only a witness because Dema-ala insisted that Roque still execute the sale as the lands were in his name. Roque died 3 days afterwards and unknown to Belardo, petitioners, the children of Placido and Gabino Naranja, executed an Extrajudicial Settlement Among Heirs12 on October 11, 1985, adjudicating among themselves Lot No. 4. On February 19, 1986, petitioner Amelia Naranja-Rubinos, accompanied by Belardo, borrowed the two TCTs, together with the lease agreement with Esso Standard Eastern, Inc., from Atty. Sanicas on account of the loan being proposed by Belardo to her. Thereafter, petitioners had the Extrajudicial Settlement Among Heirs notarized on February 25, 1986. With Roques copy of TCT No. T18764 in their possession, they succeeded in having it cancelled and a new certificate of title, TCT No. T-140184, issued in their names.13

COLONEL vs CA FACTS: On January 19, 1985, defendants-appellants Romulo Coronel, et. al. (hereinafter referred to as Coronels) executed a document entitled "Receipt of Down Payment" (Exh. "A") in favor of plaintiff Ramona Patricia Alcaraz

Clearly, the conditions appurtenant to the sale are the following: 1. Ramona will make a down payment of Fifty Thousand (P50,000.00) pesos upon execution of the document aforestated; 2. The Coronels will cause the transfer in their names of the title of the property registered in the name of their deceased father upon receipt of the Fifty Thousand (P50,000.00) Pesos down payment; 3. Upon the transfer in their names of the subject property, the Coronels will execute the deed of absolute sale in favor of Ramona and the latter will pay the former the whole balance of One Million One Hundred Ninety Thousand (P1,190,000.00) Pesos. On the same date (January 15, 1985), plaintiff-appellee Concepcion D. Alcaraz (hereinafter referred to as Concepcion), mother of Ramona, paid the down payment of Fifty Thousand (P50,000.00) Pesos (Exh. "B", Exh. "2"). On February 6, 1985, the property originally registered in the name of the Coronels father was transferred in their names under TCT No. 327043 (Exh. "D"; Exh "4")

Belardo authorized her daughter, Jennelyn P. Vargas to collect from ESSO the 200 per month lease but she was denied because the Title of the Land was already under the petitioners.

On February 18, 1985, the Coronels sold the property covered by TCT No. 327043 to intervenor-appellant Catalina B. Mabanag (hereinafter referred to as Catalina) for One Million Five Hundred Eighty Thousand (P1,580,000.00) Pesos after the latter has paid Three Hundred Thousand (P300,000.00) Pesos (Exhs. "F-3"; Exh. "6-C") For this reason, Coronels canceled and rescinded the contract (Exh. "A") with Ramona by depositing the down payment paid by Concepcion in the bank in trust for Ramona Patricia Alcaraz. On February 22, 1985, Concepcion, et. al., filed a complaint for a specific performance against the Coronels and caused the annotation of a notice of lis pendens at the back of TCT No. 327403 (Exh. "E"; Exh. "5"). On April 2, 1985, Catalina caused the annotation of a notice of adverse claim covering the same property with the Registry of Deeds of Quezon City (Exh. "F"; Exh. "6"). On April 25, 1985, the Coronels executed a Deed of Absolute Sale over the subject property in favor of Catalina (Exh. "G"; Exh. "7"). On June 5, 1985, a new title over the subject property was issued in the name of Catalina under TCT No. 351582 (Exh. "H"; Exh. "8"). Petitioners contend that what the document signified was a mere executory contract to sell, subject to certain suspensive conditions, and because of the absence of Ramona P. Alcaraz, who left for the United States of America, said contract could not possibly ripen into a contract of absolute sale. It is the position of private respondents that the "Receipt of Down Payment" embodied a perfected contract of sale, which perforce, they seek to enforce by means of an action for specific performance ISSUE: WON the contract is a conditional contract of sale or contract to sell. When was the contract perfected? HELD: A contract to sell may thus be defined as a bilateral contract whereby the prospective seller, while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer, binds himself TO SELL the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon, that is, full payment of the purchase price. A conditional contract of sale is where the seller may likewise reserve title to the property subject of the sale until the fulfillment of a suspensive condition, because in a conditional contract of sale, the first element of consent is present, although it is conditioned upon the happening of a contingent event which may or may not occur. If the suspensive condition is not fulfilled, the perfection of the contract of sale is completely abated. However, if the suspensive condition is fulfilled, the contract of sale is thereby perfected, such that if there had already been previous delivery of the property subject of the sale to the buyer, ownership thereto automatically transfers to the buyer by operation of law without any further act having to be performed by the seller.

without any reservation of title until full payment of the entire purchase price, the natural and ordinary idea conveyed is that they sold their property. When the "Receipt of Down payment" is considered in its entirety, it becomes more manifest that there was a clear intent on the part of petitioners to transfer title to the buyer, but since the transfer certificate of title was still in the name of petitioners father, they could not fully effect such transfer although the buyer was then willing and able to immediately pay the purchase price. Therefore, petitionerssellers undertook upon receipt of the down payment from private respondent Ramona P. Alcaraz, to cause the issuance of a new certificate of title in their names from that of their father, after which, they promised to present said title, now in their names, to the latter and to execute the deed of absolute sale whereupon, the latter shall, in turn, pay the entire balance of the purchase price. The agreement could not have been a contract to sell because the sellers herein made no express reservation of ownership or title to the subject parcel of land. Furthermore, the circumstance which prevented the parties from entering into an absolute contract of sale pertained to the sellers themselves (the certificate of title was not in their names) and not the full payment of the purchase price. Under the established facts and circumstances of the case, the Court may safely presume that, had the certificate of title been in the names of petitioners-sellers at that time, there would have been no reason why an absolute contract of sale could not have been executed and consummated right there and then. Moreover, unlike in a contract to sell, petitioners in the case at bar did not merely promise to sell the property to private respondent upon the fulfillment of the suspensive condition. On the contrary, having already agreed to sell the subject property, they undertook to have the certificate of title change to their names and immediately thereafter, to execute the written deed of absolute sale. Thus, the parties did not merely enter into a contract to sell where the sellers, after compliance by the buyer with certain terms and conditions, promised to sell the property to the latter. What may be perceived from the respective undertakings of the parties to the contract is that petitioners had already agreed to sell the house and lot they inherited from their father, completely willing to transfer ownership of the subject house and lot to the buyer if the documents were then in order. It just so happened, however, that the transfer certificate of title was then still in the name of their father. It was more expedient to first effect the change in the certificate of title so as to bear their names. That is why they undertook to cause the issuance of a new transfer of the certificate of title in their names upon receipt of the down payment in the amount of 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 absolute sale. Only then will the obligation of the buyer to pay the remainder of the purchase price arise.

What is clearly established by the plain language of the subject document is that when the said "Receipt of Down Payment" was prepared and signed by petitioners Romulo A. Coronel, et. al., the parties had agreed to a conditional contract of sale, consummation of which is subject only to the successful transfer of the certificate of title from the name of petitioners father, Constancio P. Coronel, to their names. The Court significantly notes that this suspensive condition was, in fact, fulfilled on February 6, 1985 (Exh. "D"; Exh. "4"). Thus, on said date, the conditional contract of sale between petitioners and private respondent Ramona P. Alcaraz became obligatory, the only act required for the consummation thereof being the delivery of the property by means of the execution of the deed of absolute sale in a public instrument, which petitioners unequivocally committed themselves to do as evidenced by the "Receipt of Down Payment." Article 1475, in correlation with Article 1181, both of the Civil Code, plainly applies to the case at bench. Thus,

Thus, when petitioners declared in the said "Receipt of Down Payment" that they -Received from Miss Ramona Patricia Alcaraz of 146 Timog, Quezon City, the sum of Fifty Thousand Pesos purchase price of our inherited house and lot , covered by TCT No. 1199627 of the Registry of Deeds of Quezon City, in the total amount ofP1,240,000.00.

Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. Art. 1181. In conditional obligations, the acquisition of rights, as well as the extinguishment or loss of those already acquired, shall depend upon the happening of the event which constitutes the condition. Since the condition contemplated by the parties which is the issuance of a certificate of title in petitioners names was fulfilled on February 6, 1985, the respective obligations of the parties under the contract of sale became mutually demandable, that is, petitioners, as sellers, were obliged to present the transfer certificate of title already in their names to private respondent 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. MANILA MINING CORP vs TAN FACTS: Miguel Tan is an electric material supplier. By virtue of a purchase order, Tan delivered electric materials to MMC, the value of which is approximately P2.35 M pesos. Tan requested delivery within 30 days. MMC complied partially with the obligation through a payment of 400,000. When Tan asked for the remaining balance of 1.8M, MMC refused to pay allegedly because Tan did not present invoices and purchase orders to MMC. Tan filed a case against MMC in the RTC, presenting proof of presentation of invoices and purchase orders to MMC. The RTC ruled in favor of Tan, ordering payment of 1.89 M. MMC still insists in the SC that it was not yet obligated to pay because there was no presentation of the invoices. MMC was adamant in assailing the findings of the RTC ISSUE: WON MMC was already bound to pay. HELD: The Supreme Court is not a trier of facts. Therefore, the findings of the RTC are sustained. Article 1475 of the Civil Code provides the manner by which a contract of sale is perfected: ART. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.1avvphi1 From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. In this case, the purchase orders constituted accepted offers when Tan supplied the electrical materials to MMC.19Hence, petitioner cannot evade its obligation to pay by claiming lack of consent to the perfected contracts of sale. The invoices furnished the details of the transactions. As regards respondents failure to present the original documents, suffice it to say that the best evidence rule applies only if the contents of the writing are directly in issue. Where the existence of the writing or its general purport is all that is in issue, secondary evidence may be introduced in proof.20 MMC did not deny the contents of the invoices and purchase orders. Its lone contention was that Tan did not submit the original copies to facilitate payment. But we are in agreement that photocopies of the documents were

admissible in evidence to prove the contract of sale between the parties.

DIZON vs DIZON FACTS: The petitioner bought a parcel of land and the house on it from his nephew, the respondent. The respondent however, failed to deliver due to lack of authority to sell from his brother who is a co-owner of the said property with the respondent. The petitioner filed for rescission of contract and damages which was granted by the trial court. The execution was implemented by the sheriff and scheduled to take place at 10AM, April 1997. The petitioner was the highest bidder in the auction at 180,000. However, it aappeared in the supplemental minutes of the sheriff that the respondents attorney arrived at 10: 45 (the auction ended at 10:25) and thereafter offered to buy the property at 1.7M pesos. The respondent refused to sign the minutes because the hammer had already fallen and a subsequent offer would constitute a second sale, independent of the auction. The respondent then sought to quash the minutes but was not granted by the trial court it appearing that the subject supplemental sale redounds to the benefit of movant-defendant as it obviates the execution and/or garnishment of any other property, income, or deposits of movant-defendant. The CA reversed the decision and the petitioner appealed to the SC. ISSUE: May the supplemental minutes of the sheriff still alter the course of the auction after the hammer had fallen? HELD: NO. Article 1476, paragraph 2 of the Civil Code provides:

Article 1476. In the case of a sale by auction: xxx (2) A sale by auction is perfected when the auctioneer announces its perfection by the fall of the hammer, or in other customary manner. Until such announcement is made, any bidder may retract his bid; and the auctioneer may withdraw the goods from the sale unless the auction has been announced to be without reserve.

During the public auction conducted on April 3, 1997 which ended at 10:25 a.m., the sheriff declared petitioner the highest bidder. Considering that the auction sale had already been perfected, a supplemental sale with higher consideration at the instance of only one party (herein petitioner) could no longer be validly executed.

We therefore rule that in denying respondents motion to quash the Supplemental Minutes on Sheriffs Sale, and declaring the supplemental sale valid, the trial court gravely abused its discretion.

LEOQUINCO vs POSTAL SAVINGS BANK

Plaintiff alleged that he was the highest bidder at a public auction held by the defendants on March 31, 1924, for the sale of a piece or parcel of land belonging to the Bank, situated at Navotas, Province of Rizal, having offered P27,000 for said property; that in Resolution No. 31 of the board of directors of the Bank, authorizing the sale of said property at public auction, as well as in the public notice announcing said sale, the board of directors have expressly reserved to themselves the right to reject any and all bids; that as such highest bidder at said auction, he wrote a letter to the defendants on May 9, 1924, advising that he was ready to tender payment for the land as soon as the deed of sale of the same in his favor is executed and delivered by the defendants; that the defendants refused to execute the deed in spite of requests made therefor by him; that said refusal caused him damages in the sum of P25,000 more or less. Plaintiff prayed that said defendants be ordered to execute and deliver the deed of sale of said land in his favor, and to pay him damages amounting to P25,000, and the costs. ISSUE: Can he compel postal savings bank? HELD: NO. . By taking part in the auction and offering his bid, the appellant voluntarily submitted to the terms and conditions of the auction sale, announced in the notice, and clearly acknowledged the right so reserved to the appellees. The appellees, making use of that right, rejected his offer. Clearly, the appellant has no ground of action to compel them to execute a deed of sale of the land in his favor, nor to compel them to accept his bid or offer. "The owner of property offered for sale at auction has the right to prescribe the manner, conditions and terms of sale, and where these are reasonable and are made known to the buyer, they are binding upon him, and he cannot acquire a title in opposition to them, and against the consent of the owner. ..." (Farr vs. John, 23 Iowa, 286; Batemann, on Auctions, p. 2; 6 Corpus Juris, p. 827.) The owner of property offered for sale either at public or private auction has the right to prescribe the manner, conditions and terms of such sale. He may provide that all of the purchase price shall be paid at the time of the sale or any portion thereof, or that time will be given for the payment. (Blossom vs. Milwaukee and Chicago Railroad Co., 3 Wallace [U.S.], 196.)

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