FIRST DIVISION
[G.R. No. 204396. July 6, 2021.]
SOUTH RICH ACRES, INC. AND ROSITA JUANGCO, petitioners,vs. SPOUSES ROY AND JEANLY COMIA, respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution dated July 6, 2021whichreadsasfollows:
"G.R. No. 204396 (South Rich Acres, Inc. and Rosita Juangco,Petitioners, v. Spouses Roy and Jeanly Comia,Respondents.) — On appeal is the Decision 1 dated 01 June 2012 and the Resolution 2 dated 06 November 2012 by the Court of Appeals (CA) in CA-G.R. CV. No. 92528. The CA reversed and set aside the Decision 3 dated 21 August 2008 and Order 4 dated 12 November 2008 of Branch 202, Regional Trial Court (RTC) of Las Piñas City in Civil Case No. 05-0081. The RTC dismissed for lack of merit the complaint filed by respondent spouses Roy and Jeanly Comia (collectively, respondents).
Antecedents
The property subject of this case is located at Block 16, Lot 6 Glorylane Avenue, Christianville Subdivision, Talon 5, Las Piñas City (subject property). The property is particularly described as follows:
TRANSFER CERTIFICATE OF TITLE NO. T-47419
A PARCEL OF LAND (lot 6 Block 16, of the Cons. Subd. Plan, Pcs-00-006147, being a portion of Lot 1-3, 5-7 of Block 1 Lots 3,6-8 of Block 2, Lots 1-4, 6-8, 10-13 of Block 3; Lots 8, 14, 18, 20-24, 25, 28, 29 of Block 4; Lots 1-5, 7-9, 11, 13, 15-22, 24-26 of Block 7, Lots 2, 3, 5-9 of Block 8; Lots 1-7, 9, 10 of Block 9; Lots 1, 6-8, 10 of Block 10; Block 11; Block 12; Road Lots 1-7; Easements 1-3; all of (LRC) Pcs 3530; Lots 3-A & 3-B, Psd-13-018453 & Lots 12-A & 12-B, Psd-13-022258 L.R.C. Record Nos. N-17757 and N-18307), situated in the Barangay of Pamplona (now) Talon Singko, Mun. of Las Piñas, Metro Manila, Island of Luzon. Bounded on the NE., along line 1-2 by Lot 5 of Block 16 of the Cons. Subd. Plan; on the SE., along line 2-3 by Alley 9 of the Cons. Subd. plan; on the SW., along line 3-4 by Lot ES2 of the Cons. Subd. Plan; and on the NW., along line 4-1 Lot 1 Block 8 (LRC) Pcs 3530. Beginning at the point marked "1" on the plan, being s. 56 deg. 14'E., 119.84 m. from mon. 49, IMUS ESTATE, thence S. 40 deg. 26'E., 10.00 m. to point 2; thence S. 49 deg. 34'W., 3.50 m. to point 3; thence N. 40 deg. 26'W., 10.00 m. to point 4; thence N. 49 deg. 34'E., 3.50 E., 3.50 m. to point of beginning, containing an area of THIRTY FIVE SQ. M. 935). 5
Petitioner South Rich Acres, Inc. (SRAI) engaged petitioner Rosita Juangco (Juangco), proprietor and Operations Manager of RJ Builders, Incorporated (RJ Builders), to construct its townhouses and subdivisions. SRAI then offset its obligations to Juangco through assignments of titles to houses and lots. Juangco was eventually assigned 19 titles to houses and lots. However, only 13 of these are transferred to Juangco's name. The titles of the rest of the properties remained with SRAI. The subject property is one of the properties assigned to Juangco whose title still remained with SRAI. 6
Juangco, in turn, allowed respondents to occupy the subject property as compensation for the services of respondent Engr. Roy Comia as foreman-architect of RJ Builders. 7 Respondents have been occupying subject property since 20 April 2000. 8 They started payment for the subject property on 12 August 2002 9 and made 20 separate installment payments until 08 September 2004. 10 When respondents' total payments had reached Php260,000.00, Juangco gave them the Owner's Duplicate Copy of TCT No. T-47419 covering the subject property so that they can directly negotiate the transfer of title with SRAI management. 11 However, despite respondents' repeated demands, SRAI refused to execute the deed of sale in favor of respondents.
Meanwhile, in January 2005, Teodora Dayoan (Dayoan) won a case for rescission against SRAI before the Housing and Land Use Regulatory Board (HLURB). This HLURB case involved property covered by TCT No. T-69891. Dayaon prevailed over SRAI in a judgment by default, and the HLURB decision became final and executory. On 28 February 2005, Sheriff Marnito Tuazon (Sheriff Tuazon) levied on the subject property even if the HLURB case involved a different property. The Register of Deeds of Las Piñas (RoD) annotated the lien on the subject property's TCT. 12
On 13 April 2005, respondents filed a Complaint for Accion Reinvidicatoria and Damages with Application for Temporary Restraining Order 13 against SRAI, Juangco, Dayoan, Sheriff Tuazon, and the RoD before the RTC. They filed an Amended Complaint for Specific Performance and Damages with Application for Temporary Restraining Order 14 on 15 July 2006. Respondents prayed for the following:
1. After trial, judgment be rendered in favor of the [respondents] and against [petitioners], as follows:
(1) declaring [respondents] as the true, real and absolute owners of the subject property;
(2) Ordering [petitioner SRAI] to execute a Deed of Absolute Sale of the subject property in favor of Rosita Juangco and the latter to execute a Deed of Absolute [Sale] in favor of [respondents];
(3) Ordering both [petitioners] to pay [respondents] moral damages in the amount of P50,000; exemplary damages in the amount of P20,000 and attorney's fees in the amount of P30,000, as acceptance fee, plus P2,500 per Court hearing and cost of suit.
[Respondents] further prays [sic] for other reliefs [that are] just and equitable under the premises. 15
Respondents claimed that they are already owners of the subject property, having paid Juangco a total of Php410,000.00: Php260,000.00 in installments, and Php150,000.00 as Roy's compensation. 16
Juangco countered that respondents are not entitled to relief because they failed to comply with certain conditions. Respondents failed to correct the illegal encroachment on the adjacent property owned by SRAI. Even though Juangco acknowledged that she received Php260,000.00 from respondents, she also alleged that they failed to pay the full purchase price of Php600,000.00. Thus, Juangco prayed that respondents' complaint be dismissed for lack of merit and asked for Php1,000,000.00 as moral damages, Php100,000.00 as attorney's fees plus appearance fees and costs of suit, and P100,000.00 as exemplary damages. 17
SRAI echoed Juangco's claims. It added that respondents have no cause of action against it because there is no contract between them. The complaint was filed in bad faith as SRAI was asserting its rights against respondents for their encroachment on its property. SRAI prayed for Php1,000,000.00 in moral damages, Php200,000.00 as exemplary damages, and Php300,000.00 attorney's fees, plus appearance fees and costs of suit. For its counterclaim, SRAI asked that respondents be directed to remove all improvements built on its property and to pay Php126,000.00 as actual damages. 18
Dayoan did not file her Answer and was declared in default. 19
Ruling of the RTC
In its Decision promulgated on 21 August 2008, the RTC ruled in favor of petitioners and dismissed respondents' complaint for lack of merit.
The RTC found that respondents are the current actual occupants of the subject property and that there is no written contract of sale that shows the real monetary consideration for the subject property. However, both petitioners and respondents agreed that respondents gave Juangco a total amount of Php260,000.00. The RTC declared that, in the absence of a written contract, the monetary consideration for the subject property is not apparent. For the same reason, the RTC also cannot conclude that the sale of the subject property is dependent on the removal of the encroachment on SRAI's property.
Despite respondents' Amended Complaint, the RTC decided the case as an accion reinvidicatoria. It explicitly stated that "[r]ather than accion reinvidicatoria, [respondents] should have filed for specific performance or an action to compel the [petitioners] to execute the deed of absolute sale in their favor and to deliver to them the title of their property. Such will cure the defect in their possession and ownership of the subject property and will make them the full and absolute owners of the house and lot concerned." 20
The RTC denied petitioners' motion for reconsideration in its 12 November 2008 Order. 21 It maintained its earlier ruling that due to the lack of a written contract, respondents were not able to prove that they fully paid the price of the subject property.
Ruling of the CA
The CA reversed the RTC's Decision and ordered petitioners to execute a Deed of Sale in respondents' favor. The dispositive portion of the CA Decision reads:
WHEREFORE, premises considered, the present appeal is GRANTED. The Decision dated 21 August 2008 and Order dated 12 November 2008 of the court a quo are REVERSED and SET ASIDE. [Petitioners] South Rich Acres, Inc. and Rosita Juangco are ORDERED to execute and deliver to [respondents] Comia spouses a Deed of Absolute Sale covering the subject property. The case against Teodora C. Dayoan, Las Piñas Register of Deeds and Sheriff Marnito B. Tuazon are dismissed without prejudice to the resolution of the issue on the legality on the levy on execution in an appropriate proceeding.
SO ORDERED. 22
Respondents' principal remedy, the CA found, is for specific performance, i.e., the execution and delivery of the deed of sale. The CA declared that "there is no question that there is a perfected contract of sale between [respondents] and [petitioner] Juangco concerning the subject property." 23 As between respondents and Juangco, the price was fully paid upon her receipt of the total amount of Php260,000.00. Juangco's delivery of the owner's duplicate copy of the TCT is a strong indication that respondents already paid the purchase price. Thus, relative to SRAI, respondents stand in place of Juangco.
The CA ruled that respondents' noncompliance with SRAI's condition to remove the intrusion on SRAI's adjacent lot is a condition that is extraneous to the sales agreement. It declared:
As it is, the Comia spouses stand in place of Juangco to whom SRAI had earlier ceded the subject property, and on account of SRAI and Juangco's unjust refusal to execute and deliver to Comia spouses the deed of sale over the subject property, they have breached their obligation; hence, this action for specific performance to compel the execution of the deed of sale is clearly unwarranted [sic].
Since respondents filed an action for specific performance, and not one for recovery of ownership or possession, the CA ruled that respondents have no cause of action against Dayoan, Sheriff Tuazon, and the RoD since they are not privy to the sales transaction.
Petitioners filed a motion for reconsideration. However, the same was denied by the CA in its Resolution 24 dated 06 November 2012. Hence, the instant petition.
Issues
Petitioner raised the following issues for the Court's Resolution:
1. The Honorable Court of Appeals seriously erred in reversing the findings of the trial court on the basis of a purported admission by petitioner Juangco in an affidavit submitted before another proceeding.
2. The Honorable Court of Appeals seriously erred in disregarding the findings of fact of the Regional Trial Court which found that there was no full payment of the purchase price.
3. The Honorable Court of Appeals seriously erred in not affirming the findings of the trial court that respondents were not able to prove their cause of action. 25
Ruling of the Court
The petition has no merit. We uphold the conclusion of the CA in ordering petitioners to execute the Deed of Sale in favor of respondents.
Given that the parties present differing perspectives in support of their contentions, Articles 1371 and 1483 serve as guide for our determination of the parties' rights and obligations in the present case.
Article 1371. In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered.
ARTICLE 1483. Subject to the provisions of the Statute of Frauds and of any other applicable statute, a contract of sale may be made in writing, or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred from the conduct of the parties.
We likewise rely on the RTC's and the CA's common and undisputed findings of fact in reaching our conclusion.
Based on these findings, there are two contracts and both are executed even if they are not evidenced by any written instrument. The RTC ruled upon the lack of a written contract to prove the purchase price of the subject property even if the issuance of the deed of sale was respondents' prayer. The lack of any written evidence to enable the transfer of title was due to "economic reasons." 26 The parties wanted to save on the expenses brought about by two separate transfers of title.
We hold that the two executed contracts are both valid dacion en pago and governed by the law on sales. 27
In order that there be a valid dation in payment, the following are the requisites: (1) There must be the performance of the prestation in lieu of payment (animo solvendi) which may consist in the delivery of a corporeal thing or a real right or a credit against the third person; (2) There must be some difference between the prestation due and that which is given in substitution (aliud pro alio); (3) There must be an agreement between the creditor and debtor that the obligation is immediately extinguished by reason of the performance of a prestation different from that due. (3 Castan, Vol. I, 8th Ed., page 283 cited in IV Caguioa 'Comments and Cases in Civil Law', s/s263, page 325; emphasis supplied). 28
A contract of sale is an agreement where one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent. This agreement may be absolute or conditional. 29 From the moment of perfection, the parties may reciprocally demand performance. Perfection of the contract of sale happens at the moment of the meeting of the minds upon the thing which is the object of the contract and upon the price. 30
The first executed contract was between SRAI and Juangco (first contract). They agreed that the property is valued at Php600,000.00. They also agreed that there is no money to be exchanged in this transaction; instead, SRAI will give properties to Juangco in exchange for services. This contract was absolute and its perfection was not dependent on any condition. Because of the lack of a written agreement, there is also no written proof of the exact date of perfection of this contract. However, it is certain that when Juangco allowed respondents to occupy subject property on 20 April 2000, 31 the contract between SRAI and Juangco was effective and subsisting.
The second executed contract was between Juangco and respondents (second contract). Because respondent Roy Comia was Juangco's foreman-architect in RJ Builders, she initially allowed respondents to stay at the subject property without paying rent. 32 It was only in 2002 that respondents asked to purchase the subject property from Juangco. 33 Upon receipt of the total amount of Php260,000.00, Juangco gave respondents the owner's duplicate copy of the TCT of the subject property along with the authority to ask SRAI for the execution of the Deed of Sale. The CA found that the amount of Php150,000.00 from respondent Roy Comia's unpaid wages from Juangco was also applied to the purchase price of Php410,000.00. Considering these, the contract between Juangco and respondents was a partial dacion en pago.
The first and second contracts vary as to the amounts given as the price for the subject property. In the first contract, the property's valuation was stated as Php600,000.00, which is what petitioners alleged in their pleadings. Juangco did not actually hand this amount in cash to SRAI. As a buyer of SRAI through dacion en pago, Juangco received the subject property in consideration of services rendered by her company in the development of Christianville Subdivision. SRAI did not question Juangco's ownership of the subject property. It also did not question her ability to transfer the property to third persons. SRAI's claims that respondents have not fully paid the amount of Php600,000.00 is thus inconsistent with its contention that it has no privity of contract with respondents. Incompleteness of payment is an issue that only Juangco can raise against respondents.
Meanwhile, the amount of Php410,000.00 in the second contract, which the CA relied on, is the price of the subject property between respondents and Juangco. All parties admit, and both the lower courts found, that respondents gave Php260,000.00 in cash to Juangco. Respondents, on the other hand, state that aside from what they paid in cash, the purchase price of the subject property also included Php150,000.00 representing respondent Roy Comia's compensation for working on the Christianville Subdivision project. However, even if Juangco herself joined SRAI's petition and declared that petitioners have not paid the entire Php600,000.00, Juangco is already estopped from making this claim.
Attached to the records of this case is Juangco's counter-affidavit in the criminal case for estafa filed by respondent Jeanly Comia. Juangco claimed that respondents paid the remaining balance of the purchase price on 08 September 2004. She also clearly stated that the issue on the easement is not part of her contract with respondents:
That the undersigned was never a party nor had she any participation, whatsoever, in the eventual attachment and annotation of the property subject of this case, nor, had she any involvement, in any manner, in the case filed by Teodora C. Dayoan against SRAI that precipitated into the aforesaid attachment proceedings which was made as principal ground in the filing of the instant Complaint allegedly constituting, fraudulent and deceitful acts committed allegedly by herein respondent;
That when the aforesaid property was offered and eventually accepted by the Comias sometime in 1998, they immediately occupied the same and, concurrently, undersigned respondent turned-over possession of the Owner's Duplicate Copy of the aforesaid TCT to Roy Comia, husband of Jean Comia, with the understanding and agreement that, for economic reasons, they themselves will directly negotiate and secure the transfer of the title to the property to their name with SRAI management after they have fully paid the remaining balance of Php260,0000.00 to the undersigned. Hence, undersigned's hands and conscience are clean and definitely an expression of a seller in good faith when she offered the subject property to the Comias, because the title to the property was then still free from any lien or encumbrances and it is absolutely beyond the knowledge and control of the undersigned respondent that eventually the property subject of this case would be chosen and be the subject of an attachment proceedings of a different and distinct case filed before the HLURB;
That even granting, for argument [sic] sake, that the Owner's Duplicate Copy of TCT No. T-47419 was surrendered by the undersigned only after the Comias had fully paid the balance to the property or, specifically, on or before September 8, 2004 as claimed by the complainant (#10 of the Complaint), the date of inscription or the date the annotation in the title was entered would readily show that the title to the property was still clean from any encumbrances when herein respondent delivered the original of the Owner's Duplicate Copy of the aforesaid title to the herein complainant as the inscription was done on February 28, 2005 while the delivery of the title was made on September 8, 2004. Thus, clearly and absolutely revealing that undersigned respondent was in good faith and never, in any manner, committed any deceitful acts or false pretenses against herein complainant when she transacted the sale of the assigned property subject of the complaint to the complainant.
That, likewise, undersigned was not privy nor was ever in cohort with Mr. Piñon regarding the issue on the easement allegedly being demanded by Mr. Piñon as a condition to the issuance of the Absolute Deed of Sale. The truth was that, after full payment was made and through the insistence of the Comia's [sic], I gave the go-signal to Mr. Claro Piñon, without any conditions, to, immediately facilitate the transfer of the title to the property under name of the Comias and this was bolstered by the fact that SRAI through Mr. Claro Piñon entertained and initiated negotiations with the Comia's [sic] for the transfer of the title to the property subject of the instant Complaint under their name. Thus, the same would clearly show that undersigned respondent faithfully complied with her end of their agreement by giving her approval and go-signal for the transfer proper for otherwise, SRAI would have never entered into any proposal or negotiations with the complainant. 34 [Emphases supplied.]
In their petition before this Court, petitioners referred to this counter-affidavit extensively to argue that Juangco never admitted that she was fully paid. By this reference, petitioners are not only estopped from assailing the existence of the affidavit, they are also estopped from questioning its contents. Clearly, the text of the affidavit belies petitioners' claim that Juangco never admitted full payment. Juangco even prefaced her admission with the phrase, "[t]he truth was" to emphasize that she was honest in giving her statement.
SRAI is correct that there is no privity of contract between them and respondents in the first contract. SRAI's contract was solely with Juangco. In the same manner, under the second contract, respondents' agreement was solely with Juangco. However, due to SRAI and Juangco's agreement to execute the Deed of Sale at a later date for "economic reasons," We agree with the CA's declaration that respondents now stand in place of Juangco to whom SRAI earlier ceded the subject property. 35
Neither the first nor the second contract carried any conditions as to the issue on the easement. We agree with the CA's ruling that this issue, being extraneous to the first and second contracts, should be considered separately. 36 Both the RTC and the CA found that SRAI raised this issue only after respondents demanded for the execution of the Deed of Sale. Moreover, when petitioners proposed to sell to respondents the property allegedly intruded, 37 they recognized the existence of the second contract and the issue on the easement as an object of a separate contract.
The second contract likewise did not carry any condition that any transfer of the subject property should be in the same amount as the valuation set by SRAI and Juangco in the first contract. Thus, Juangco is not obliged to set the price at Php600,000.00.
Given the common factual findings of the RTC and of the CA, there is no doubt that Juangco was obligated to execute the Deed of Sale in favor of respondents as of 08 September 2004. Respondents have complied with their obligation to Juangco upon delivery of the total amount of Php410,000.00. Juangco has complied with her obligation to SRAI. SRAI is currently in breach of its obligation to Juangco, and consequently, to respondents to execute the Deed of Sale over the subject property.
WHEREFORE, premises considered, we DENY the petition. The Decision dated 01 June 2012 and the Resolution dated 06 November 2012 of the Court of Appeals in CA-G.R. CV No. 92528 are AFFIRMED.
SO ORDERED."
By authority of the Court:
(SGD.) LIBRADA C. BUENADivision Clerk of Court
By:
MARIA TERESA B. SIBULODeputy Division Clerk of Court
Footnotes
1.Rollo, pp. 12-21. Penned by Associate Justice Manuel M. Barrios, with Associate Justices Apolinario D. Bruselas, Jr., and Francisco P. Acosta, concurring.
2.Id. at 8-10. Penned by Associate Justice Manuel M. Barrios, with Associate Justices Apolinario D. Bruselas, Jr., and Edwin D. Sorongon, concurring.
3.Id. at 52-63. Penned by Judge Elizabeth Yu Guray.
4. Records, pp. 383-387.
5. Records, p. 147.
6.Id. at 301.
7.Rollo, p. 13.
8. Respondents claim that they have been occupying the property since 20 April 2000. Records, p. 93. Juangco, in her counter-affidavit in a charge for Estafa filed by respondent Jeanly Comia, stated that respondents have been occupying the property since 1998. Records, p. 285.
9. Records, p. 157.
10.Rollo, pp. 13-14.
11. Records, p. 285.
12.Rollo, p. 14.
13. Records, pp. 1-9.
14.Id. at 146-153.
15.Id. at 152.
16.Id. at p. 148.
17.Rollo, pp. 71-72.
18.Id. at 67.
19.Id. at 55.
20.Id. at 62.
21. Records, pp. 383-387.
22.Rollo, p. 21.
23.Id. at 18.
24.Id. at 8-10.
25.Id. at 28.
26. Records, p. 285.
27. Article 1245 of the Civil Code provides: "Dation in payment, whereby property is alienated to the creditor in satisfaction of a debt in money, shall be governed by the law of sales."
28.Caltex (Philippines), Inc. v. Intermediate Appellate Court, 290 Phil. 61 (1992), G.R. No. 72703, 13 November 1992 [Per J. Bidin].
29. See Article 1458 of the Civil Code.
30. See Article 1475 of the Civil Code.
31.Rollo, pp. 13, 60.
32. Records, pp. 263-266.
33.Rollo, pp. 13, 53.
34. Records, pp. 285-286, Boldface added.
35.Rollo, p. 19.
36.Id. at 19.
37. Records, p. 89.