San Miguel Properties vs.

BF Homes
G.R. No. 169343

August 5, 2015

BF Homes represented by Orendain (receiver) sold to SMPI 130 parcels of land the latter with an
area of 44,345 sqm for the aggregate consideration of P106, 247,701.00, and had completed the
payments in December1995. BF Homes only delivered 110 TCTs out of 130. SMPI demanded
the delivery of the 20 TCTs. BF Homes failed to deliver. SMPI filed a Complaint for specific
performance with damages. BF Homes alleged that the Deeds of Absolute Sale executed in 1992
to 1993 were entered into by Orendain in his personal capacity and without authority, as his
appointment as rehabilitation receiver was revoked by the SEC on May 17, 1989 and that the
consideration paid by SMPI for the 130 lots was inadequate and disadvantageous to BF Homes;
and that the Deeds of Absolute Sale were undated and not notarized.
ISSUE: Whether or not SMPI is entitled to the delivery of the remaining 20 TCTs for the lots it
purchased from BF Homes.
RULING: YES. Sec. 25of Presidential Decree No. 957 explicitly mandates that "[t]he owner
or developer shall deliver the title of the [subdivision] lot or [condominium] unit to the buyer
upon full payment of the lot or unit." SMPI submitted adequate proof showing full payment to
and receipt by BF Homes of the purchase price. BF Homes expressly admitted receipt of some
payments. Upon full payment by SMPI of the purchase price for the 130 lots to BF Homes, it
became mandatory upon BF Homes to deliver the TCTs for said lots to SMPI.
The contracts of sale of the 130 lots between BF Homes and SMPI were actually reduced
into writing into the three Deeds of Absolute Sale which were signed. The only defect was that
the Deeds were not notarized and, therefore, were not public documents as required by Article
1358(1) of the Civil Code. The requirement of a public document in Article 1358 is not for
the validity of the instrument but for its efficacy. Although a conveyance of land is not
made in a public document, it does not affect the validity of such conveyance. Article 1358
does not require the accomplishment of the acts or contracts in a public instrument in order to
validate the act or contract but only to insure its efficacy, so that after the existence of said
contract has been admitted, the party bound may be compelled to execute the proper
document.