Page | 1

DAROY V. ABECIA
FACTS: (1971) Atty. Abecia was the counsel of
Daroy in an ejectment case in which they won. To
satisfy the judgement of damages, one of the
properties of their opposition was sold by the
sheriff at an auction to Daroy as the highest bidder.
(1984) Daroy filed a complaint against Atty. Abecia
for falsification for allagedly forging his signature in
order to transfer title to said property first to Jose
Gangay and subsequently to Atty. Abcias wife,
Nena Abecia. He contended that he only knew of
such transfer on that year. Moreover, he filed a
disbarment proceedingagainst Atty. Abecia for
unethical conduct.
ISSUE: WON the transfer was valid and WON the
transfer of the property to Atty Abecia a violation of
the prohibition set forth in Article 1491 of the NCC.
HELD: The SC held that the prohibition in Art. 1491
does not apply to the sale of a parcel of land,
acquired by a client to satisfy a judgment in his
favor, to his attorney as long as the property was
not the subject of the litigation. For indeed, while
judges,
prosecuting
attorneys,
and
others
connected with the administration of justice are
prohibited from acquiring property or rights in
litigation or levied upon in execution, the
prohibition with respect to attorneys in the case
extends only to property and rights which may be
the object of any litigation in which they may take
part by virtue of their profession.
The point is, the parties in this case thought the
transfer of the land to respondent Abecia was
prohibited and so they contrived a way whereby
the land would be sold to Jose Gangay, whose wife
Anita is the sister of Mrs. Nena Abecia, and then
Gangay would sell the land to Mrs. Abecia as Jose
Gangay stated in his affidavit of March 6, 1985.
The sale of the land to Gangay may be fictitious
and, therefore, void, but that complainant
Regalado Daroy intended to convey the land
ultimately to respondent Esteban Abecia appears
to be the case.
POLYTECHNIC UNIVERSITY v CA
FACTS: The National Development Corp. (NDC)
owned the NDC Compound, a portion of which was
leased to Firestone Ceramics. Eventually though,
Memo Order No. 214 was issued ordering the

transfer of NDC Compound to the government in

consideration of the cancellation of NDCs P57M
debt. Pursuant thereto, NDC transferred the
property to Polytechnic University (PUP). Firestone
sued for specific performance invoking its right of
first refusal, and sought to enjoin NDC and PUP
from proceeding with the sale. Both PUP and NDC
aver that there was no sale involved since
ownership of the property remained with the
governmentboth companies being GOCCs.
ISSUE: W/N there was a sale
HELD: YES. The argument of PUP and NDC was
untenable. GOCCs have personalities separate and
distinct from the government. Sale brings within
its grasp the whole gamut of transfers where
ownership of a thing is ceded for consideration.
Further, judging from the conduct of the parties in
this case, all the elements of a valid sale attend.
Consent is manifested by the Memo Order No. 214,
the
cancellation
of
liabilities
constituted
consideration; the subject matter was of course the
property subject of the dispute. Since a sale was
involved, the right of first refusal in favor of
Firestone must be respected. It forms an integral
part of the lease and is supported by consideration
Firestone having made substantial investments
therein. Only when Firestone fails to exercise such
right may the sale to PUP proceed.
MERCADO/NOEL
AS
ADMINISTRATOR
OF
ESTATE OF NANAMAN AND TABUCLIN V. CA
FACTS: Gregorio Nanaman and Tabuclin spouses
were a childless, legally-married couple. Gregorio,
however, had a child named Virgilio Nanaman by
another woman.
During their marriage, Gregorio and Hilaria
acquired a 34.7-hectare land in Iligan City on which
they planted sugarcane, corn and bananas.
Gregorio died. Hilaria then administered the
property with the help of Virgilio enjoyed the
procedure of the land to the exclusion of Juan
Nanaman, the brother of Gregorio, and Esperanza
and Caridad Nanaman, Gregorio's daughters by
still another woman. In 1953, Virgilio declared the
property in his name for taxation. On February 16,
1954, Hilaria and Virgilio sold the land to private
respondent.
On May 15, 1954, Hilaria died. On October 27,
1954, the other two child of Gregorio filed intestate

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estate proceedings concerning the estate of their
father. Included in the list of property of the estate
was the 34.7-hectare land. Inasmuch as only
Esperanza, Caridad and Virgilio Nanaman were
named as heirs of Gregorio in the petition, Juan
Nanaman, Gregorio's brother, opposed it. On
November 26, 1954, the petition was amended to
include the estate of Hilaria with Alejo Tabuclin,
Hilaria's brother, and Julio Tabuclin, a son of
Hilaria's deceased brother, Jose, as additional
petitioners.
ISSUE: Whether Hilaria and Virgilio could dispose of
the entire property sold to private respondent.
HELD: In a contract of sale, it is essential that the
seller is the owner of the property he is selling. The
principal obligation of a seller is "to transfer the
ownership of" the property sold (Civil Code of the
Philippines, Art. 1458). This law stems from the
principle that nobody can dispose of that which
does not belong to him (Azcona v. Reyes, 59 Phil.
446 [1934]; Coronel v. Ona, 33 Phil. 456 [1916).
NEMO DAT QUAD NON HABET.
The spouse became a trustee with respect to the
other half for the benefit of whoever may be legally
entitled to inherit the said portion. "He could
therefore no more acquire a title by prescription
against those for whom he was administering the
conjugal estate than could a guardian his ward or a
judicial administrator against the heirs of an estate.
. . . The surviving spouse as the administrator and
liquidator of the conjugal estate occupies the
position of a trustee of the highest order and is not
permitted by the law to hold that estate or any
portion thereof adversely to those for whose
benefit the law imposes upon him duty of
administration and liquidation"
BALATBAT V. CA
FACTS:
Spouses Maria and Aurelio owned a conjugal
property. Maria died on August 28, 1966. On June
15, 1977, Aurelio filed a case for partition. The trial
court held that Aurelio is entitled to the portion
at his share in the conjugal property, and 1/5 of the
other half which formed part of Marias estate,
divided equally among him at his 4 children.
Aurelio sold his 6/10 share to spouses Repuyan. On
August 20, 1980, Aurelio filed a complaint for
rescission of contract grounded on the buyers

failure to pay the balance of the purchase price. On

February 4, 1982, another deed of absolute sale
was executed between Aurelio and his children,
and herein petitioner Clara Balatbat, involving the
entire lot. Balatbat filed a motion for the issuance
of writ of possession, which was granted by the
court subject to valid rights and interests of third
persons. Balatbat filed a motion to intervene in the
rescission case, but did not file her complaint in
intervention.
ISSUES:
(1) Whether
the
alleged
sale
to
private
respondents was merely executor since the there
was no delivery and payment of balance.
(2) Whether there was double sale
(3) Whether petitioner is a buyer in good faith and
for value
HELD:
(1) No. We find the sale as consummated, hence,
valid and enforceable. The Court dismissed
vendor's Aurelio Roque complaint for rescission of
the deed of sale and declared that the Sale dated
April 1, 1980, as valid and enforceable. The
execution of the public instrument, without actual
delivery of the thing, transfers the ownership from
the vendor to the vendee, who may thereafter
exercise the rights of an owner over the same. In
the instant case, vendor Roque delivered the
owner's certificate of title to herein private
respondent. The provision of Article 1358 on the
necessity of a public document is only for
convenience, not for validity or enforceability.
Failure of the vendee to pay the price after the
execution of the contract does not make the sale
null and void for lack of consideration but results at
most in default on the part of the vendee, for which
the vendor may exercise his legal remedies.
(2) Yes. Article 1544 of the Civil Code provides that
in case of double sale of an immovable property,
ownership shall be transferred (1) to the person
acquiring it who in good faith first recorded it in the
Registry of Property; (2) in default thereof, to the
person who in good faith was first in possession;
and (3) in default thereof, to the person who
presents the oldest title, provided there is good
faith.

Page | 3
The annotation of the adverse claim in the Registry
of Property is sufficient compliance as mandated
by law and serves notice to the whole world. On
the other hand, petitioner filed a notice of lis
pendens only on February 2, 1982. Accordingly,
private respondents who first caused the
annotation of the adverse claim in good faith shall
have a better right over herein petitioner. As
between two purchasers, the one who has
registered the sale in his favor, has a preferred
right over the other who has not registered his title
even if the latter is in actual possession of the
immovable property. Further, even in default of the
first registrant or first in possession, private
respondents have presented the oldest title. Thus,
private respondents who acquired the subject
property in good faith and for valuable
consideration established a superior right as
against the petitioner.
(3) Petitioner cannot be considered as a buyer in
good faith. If petitioner did investigate before
buying the land on February 4, 1982, she should
have known that there was a pending case and an
annotation of adverse claim was made in the title
of the property before the Register of Deeds and
she could have discovered that the subject
property was already sold to the private
respondents.

said 5 LOTS previously foreclosed. In response,

Planters Bank, thru its Vice-President wrote back to
spouses Navarra via a letter agreeing to the
request.
Jorge as instructed by the bank, went to see the
Head with a letter requesting that the excess
payment of P300,000.00 in connection with the
redemption made by the RRRC be applied as down
payment for the Navarras repurchase of their
foreclosed properties but because the amount of
P300,000.00 was sourced from a different
transaction between RRRC and Planters Bank and
involved different debtors, the Bank required
Navarra to submit a board resolution from RRRC
authorizing him to negotiate for and its behalf and
empowering him to use the amount
In Jan 1987 - Planters Bank sent a letter to Jorge
Navarra informing him that it could not proceed
with the documentation of the proposed
repurchase of the foreclosed properties on account
of his non- compliance with the Banks request for
the submission of the needed board resolution of
RRRC. Navarra claimed having already delivered
copies of the required board resolution to the Bank.
The Bank, however, did not receive said copies.
Navarras filed their complaint for Specific
Performance against bank.
ISSUE: Was there a perfected contract of sale
contrary to the assertion of the bank?
HELD: No, There was no perfected contract of sale.
The July 1985 letter being the offer from Navarra
and the Aug 1985 letter-reply from the Bank the
acceptance. BUT SUCH WERE NOT CERTAIN
OFFER and ABSOLUTE ACCEPTANCE.

NAVARRA V. PLANTERS BANK

FACTS: Spouses Navarra failed to pay a loan, so the
bank foreclosed on the mortgage and sold it for
more than 1.3 M. Bank was highest bidder. 1 year
redemption expired w/o it having been redeemed
by couple. RRRC Development Corporation on the
other hand, also failed to pay their loan and the
mortgaged assets was foreclosed. BUT they were
able to negotiate with the bank by way of
concession.
Eventually, the foreclosed properties of RRRC were
sold to third persons. In July 1985 the spouses sent
a letter to the bank proposing to repurchase the

While the foregoing letters indicate the amount of

P300,000.00 as down payment, they are, however,
completely silent as to how the succeeding
installment payments shall be made. At most, the
letters merely acknowledge that the down payment
of P300,000.00 was agreed upon by the parties.
Before a valid and binding contract of sale can
exist, the manner of payment of the purchase price
must first be established since the agreement on
the manner of payment goes into the price such
that a disagreement on the manner of payment is
tantamount to a failure to agree on the price.
It merely stated that the "purchase price will be
based on the redemption value plus accrued

Page | 4
interest at the prevailing rate up to the date of the
sales contract." The ambiguity of this statement
only bolsters the uncertainty of the Navarras socalled "offer" for it leaves much rooms for such
questions.
Also not clear insofar as concerned the exact
number of years that will comprise the long-term
payment scheme. As we see it, the absence of a
stipulated period within which the repurchase price
shall be paid all the more adds to the
indefiniteness of the Navarras offer.
ANG YU ASUNCION V. CA
Petitioners were lessees of Bobby Cu Unjieng. The
lessors informed the lessees (petitioners) that they
are offering to sell the premises and are giving
them priority to acquire the same; during the
negotiations, Bobby Cu Unjieng offered a price of
P6-million while they made a counter offer of P5million;
The RTC found that Cu Unjiengs offer to sell was
never accepted by the petitioners (Ang Yu) for the
reason that they did not agree upon the terms and
conditions of the proposed sale, hence, there was
no contract of sale at all. The Court of Appeals
affirmed the decision of the lower court. This
decision was brought to the Supreme Court by
petition for review on certiorari which subsequently
denied the appeal on May 6, 1991 for insufficiency
in form and substance. (Referring to the first case
filed by Ang Yu)
While the case was pending consideration by this
Court, the Cu Unjieng spouses executed sold and
transferred the property to petitioner Buen Realty.
As the new owner of the subject property, they
demanded that lessees vacate said property.
August 30, 1991: the RTC ordered the Cu Unjiengs
to execute the necessary Deed of Sale of the
property in litigation in favor of plaintiffs Ang Yu
Asuncion, Keh Tiong and Arthur Go for the
consideration of P15 Million pesos in recognition of
petitioners right of first refusal and that a new
Transfer Certificate of Title be issued in favor of the
buyer. The court also set aside the title issued to
Buen Realty Corporation for having been executed
in bad faith.
ISSUE: Is Buen Realty entitled as the owner of the
subject property?

HELD: YES,
Right of first refusal is not a perfected contract of
sale under Article 1458 of the Civil Code. The socalled right of first refusal is an innovative
juridical relation. In a right of first refusal, while the
object might be made determinate, the exercise of
the right, however, would be dependent not only
on the grantors eventual intention to enter into a
binding juridical relation with another but also on
terms, including the price, that obviously are yet to
be later firmed up. These are only preparatory
juridical relations.
The proper action for violation of the right of first
refysal is to file an action for damages and NOT
writ of execution
This different in the case where the promise was
supported by a consideration distinct from the
price, in such case the promissor is bound. Art.
1479. . An accepted unilateral promise to buy or to
sell a determinate thing for a price certain is
binding upon the promissor if the promise is
supported by a consideration distinct from the
price. (1451a)
Buen Realty cannot be ousted from the ownership
and possession of the property.
Whether private respondent Buen Realty has acted
in good faith or bad faith are matters that must be
independently
addressed
in
appropriate
proceedings. Buen Realty, not having been
impleaded in Civil Case No. 87-41058, cannot be
held subject to the writ of execution issued by
respondent Judge, let alone ousted from the
ownership and possession of the property, without
first being duly afforded its day in court.

EQUATORIAL REALTY V. MAYFAIR THEATER

FACTS: Carmelo & Bauermann, Inc leased a parcel
of land with two buildings to Mayfair Theater Inc.
(Mayfair) for 20 years. The Contract of Lease
contained a provision granting Mayfair a right of
first refusal to purchase the subject properties.
Within the 20-year-lease term the subject
properties were sold by Carmelo to Equatorial
Realty Development (Equatorial) without first
offering to Mayfair. Mayfair filed a Complaint before
the RTC of Manila for the annulment of Sale
between
Carmelo
and
Equatorial,
specific

Page | 5
performance, and damages. The lower court
rendered a Decision in favor of Carmelo and
Equatorial but the CA reversed such decision
rescinding the sale and ordered to allow Mayfair
Theater, Inc. to buy the aforesaid lots for
P11,300,000.00. Mayfair bought the property.
However, Equatorial filed an action for the
collection of a sum of money against Mayfair,
claiming payment of rentals or reasonable
compensation for Mayfairs use of the subject
premises after its lease contracts had expired.
ISSUE: Whether
rentals.

Equatorial

is

entitled to

back

HELD: No, in the case, there was no right of

ownership transferred from Carmelo to Equatorial
in view of a patent failure to deliver the property to
the buyer. By a contract of sale, one of the
contracting parties obligates himself to transfer
ownership of and to deliver a determinate thing
and the other to pay therefore a price certain in
money or its equivalent. Ownership of the thing
sold is a real right,[ which the buyer acquires only
upon delivery of the thing to him in any of the
ways specified in articles 1497 to 1501, or in any
other manner signifying an agreement that the
possession is transferred from the vendor to the
vendee. This right is transferred, not by contract
alone, but by tradition or delivery. And there is said
to be delivery if and when the thing sold is placed
in the control and possession of the vendee. From
the peculiar facts of this case, it is clear that
petitioner never took actual control and possession
of the property sold, in view of respondents timely
objection to the sale and the continued actual
possession of the property. While the execution of a
public instrument of sale is recognized by law as
equivalent to the delivery of the thing sold, such
constructive or symbolic delivery, being merely
presumptive, is deemed negated by the failure of
the vendee to take actual possession of the land
sold.

SPOUSES CASTILLO V. REYES

FACTS:
Emmaliza
Bohler
and
respondents
negotiated for the sale of the formers house and lot
Upon the signing of the said contract, respondents
handed to Bohler P20,000.00 cash and allegedly a
P110,000.00-check. Bohler nonetheless insisted

that the entire partial payment should be in cash

as she needed it to redeem the subject property
from the bank on the following Monday. She hence
demanded for its payment up to midnight on that
day otherwise she would cancel the sale. Because
the respondents failed to make good the
P110,000.00, Bohler subsequently sold the
property to the petitioners.
Having learned of the subsequent sale, the
respondents immediately tendered the check,
asked the bank for a certification that it was funded
and consulted their lawyer who sent a notice of lis
pendens to the Register of Deeds Annulment of
sale, specific performance and damages was
subsequently filed by the respondents with RTC.
ISSUE: Was there an actual contract of sale
between Bohler and the respondents, so that the
former could validly sell the property to the
petitioners?
HELD: YES,
A contract of sale is a consensual contract and is
perfected by mere consent, which is manifested by
a meeting of the minds as to the offer and
acceptance thereof on the subject matter, price
and terms of payment of the price.[10] In the
instant case, the November 8, 1997 Agreement
clearly indicates that Bohler and the Spouses
Reyes had a meeting of the minds on the subject
matter of the contract, the house and lot; on the
price, P165,000.00; and on the terms of payment,
an initial payment of P130,000.00 on the date of
execution of the agreement and the remaining
balance on or before December 15, 1997. At that
precise moment when the consent of both parties
was given, the contract of sale was perfected.
Contract to sell vs. Contract of sale
The said agreement cannot be considered a
contract to sell. In a contract of sale, the title to the
property passes to the vendee upon the delivery of
the thing sold; in a contract to sell, ownership is, by
agreement, reserved in the vendor and is not to
pass to the vendee until full payment of the
purchase price. Otherwise stated, in a contract of
sale, the vendor loses ownership over the property
and cannot recover it until and unless the contract
is resolved or rescinded; whereas, in a contract to
sell, title is retained by the vendor until full
payment of the price. In the latter contract,

Page | 6
payment of the price is a positive suspensive
condition, failure of which is not a breach but an
event that prevents the obligation of the vendor to
convey title from becoming effective. The
November 8, 1997 Agreement herein cannot be
characterized as a contract to sell because the
seller made no express reservation of ownership or
title to the subject house and lot. Instead, the
Agreement contains all the requisites of a contract
of sale.

Subsequently, heirs of Pedro executed an extrajudicial partition wherein Lot C was subdivided into
three lots. As a result of the subdivision, new titles
were issued. On October 1, 1992, Perez sent a
demand letter to one of heirs asking for the
reconveyance of the subject property. However, it
refused to reconvey the said lot. As a consequence,
Perez filed an action for Annulment and/or
Rescission of Deed of Absolute Transfer of Real
Property and for Reconveyance with Damages. RTC
rendered its Decision with the following dispositive
portion:

ESTATE OF PEDRO GONZALES V. HEIRS OF

PEREZ

ISSUE: Was the Deed of Sale executed between

Pedro and Marcos valid though not notarized?
Could Pedro not have lawfully transferred
ownership thereof to Perez?

FACTS:
The former Municipality of Marikina owned a parcel
of land The said property was subdivided into three
(3) lots, namely, lots A, B and C, per subdivision
plan (LRC) Psd-4571. Municipal Council of Marikina
passed Resolution authorized the sale through
public bidding of Lots A and C. Pedro Gonzales was
the highest bidder. Thereafter, a deed of sale was
executed in favor of the latter which was later
forwarded to the Provincial Governor of Rizal for his
approval. The Governor, however, did not act upon
the said deed.

HELD: YES to both.

Pedro sold to Marcos Perez a portion of Lot C,

denominated as Lot C-3. The contract of sale was
embodied in a Deed of Sale which, however, was
not notarized. To segregate the subject property
from the remaining portions of Lot C, Marcos had
the same surveyed

In other words, as regards the municipal

transactions specified in Section 2196 of the
Revised Administrative Code, the Provincial
Governor has two courses of action to take either
to approve or disapprove the same. The
transaction only remains voidable until such time
when by subsequent unfavorable action of the
governor, for reasons of public interest, the
contract is thereby invalidated.

Subsequently, Pedro and Marcos died.

On February 7, 1992, the Municipality of Marikina,
through Mayor Rodolfo Valentino, transferred the
real property over Lots A and C in favor of the
Estate of Pedro C. Gonzales. TCT was issued.

Validity of transaction with regard to approval of

Governor:
The approval by the provincial governor of
contracts entered into by a municipal council, as
required in the Revised Administrative Code, is part
of the system of supervision and does not deny the
power, right or capacity of municipal councils to
enter into such contracts.

In the instant case, there is no showing that the

contract of sale entered into between Pedro and
the Municipality of Marikina was ever acted upon
by the Provincial Governor. Hence, consistent with
the rulings enunciated above, the subject contract
should be considered voidable. In the present case,
since the contract was never annulled or set aside,
it had the effect of transferring ownership of the
subject property to Pedro. Having lawfully acquired
ownership of Lots A and C, Pedro, in turn, had the
full capacity to transfer ownership of these parcels
of land or parts thereof, including the subject
property which comprises a portion of Lot C.
As to delivery of thing sold:

Page | 7
There is no dispute that Pedro took control and
possession of the said lot immediately after his bid
was accepted by the Government of Marikina. In
fact, herein petitioners, in their Answer admit that
both Pedro and Marcos, together with their
respective heirs, were already occupying the
subject property even before the same was sold to
Pedro and that, after buying the same, Pedro
allowed Marcos and his family to stay thereon. This
only shows that upon perfection of the contract of
sale between the Municipality of Marikina and
Pedro, the latter acquired ownership of the subject
property by means of delivery of the same to him.
As to validity with regard to form:
It is a settled rule that the failure to observe the
proper form prescribed by Article 1358 does not
render the acts or contracts enumerated therein
invalid. It has been uniformly held that the form
required under the said Article is not essential to
the validity or enforceability of the transaction, but
merely for convenience.

SPOUSES DALION V. CA
HELD:
A contract of sale is a consensual contract, which
means that the sale is perfected by mere consent.
No particular form is required for its validity. Upon
perfection of the contract, the parties may
reciprocally demand performance (Art. 1475, NCC),
i.e., the vendee may compel transfer of ownership
of the object of the sale, and the vendor may
require the vendee to pay the thing sold (Art. 1458,
NCC).
The trial court thus rightly and legally ordered
Dalion to deliver to Sabesaje the parcel of land and
to execute corresponding formal deed of
conveyance in a public document. Under Art. 1498,
NCC, when the sale is made through a public
instrument, the execution thereof is equivalent to
the delivery of the thing. Delivery may either be
actual (real) or constructive. Thus delivery of a
parcel of land may be done by placing the vendee
in control and possession of the land (real) or by
embodying the sale in a public instrument
(constructive).
sale of a real property may be in a private
instrument but that contract is valid and binding

between the parties upon its perfection. And a

party may compel the other party to execute a
public instrument embodying their contract
affecting real rights once the contract appearing in
a private instrument hag been perfected (See Art.
1357).

TOYOTA SHAW V. COURT OF APPEALS

FACTS:
Luna L. Sosa and his son, Gilbert, went to purchase
a yellow Toyota Lite Ace from Toyota Shaw, 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. 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
ISSUE: Was there a perfected contract of sale
between respondent Sosa and petitioner Toyota?
HELD: 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.

Page | 8
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.