Uraca Vs CA PDF

[G.R. No. 115158.
September 5, 1997]
EMILIA M. URACA, CONCORDIA D. CHING and ONG SENG, represented by
ENEDINO H. FERRER, Petitioners, v. COURT OF APPEALS, JACINTO VELEZ, JR.,
CARMEN VELEZ TING, AVENUE MERCHANDISING, INC., FELIX TING AND
ALFREDO GO, Respondents.
Facts:
Emilia Uraca (petitioner) were the lesees of the lot and commercial building owned by
the respondents, the Velezes located at Progreso and M.C Briones Sts. In Cebu City.
On July 8, 1985, Carmen Velez Ting wrote a letter to Uraca offering to sell the subject property
for P 1,050,000.oo and requested for a response in 3 days. They received the response letter 2
days after through Atty. Daitol stating they are accepting the offer to sell. Uraca then went to
Carmen Velez Ting about the offer to sell but she was told by the latter that the price was P
1,400,000.00 in cash or managers check and not P 1,050,000.00 as erroneously stated in their
letter-offer. Uraca agreed to the price but counter-proposed that payment be paid in
installments with down payment of P1,000,000.00 and the balance of P400,000.00 to be paid
in 30 days. Velez did not accept the counter-offer. Hence, no payment was made by Uraca to
Velez.
Then after a few days, the subject lot and commercial building was sold by the Velezes to Avenue
Group for P1,050,000.00 net of taxes, registration fees and expenses of sale.
When the Avenue Group purchased the property, the certificate of title was clean and free form
any annotation of lis pendens (Adverse Claims).
When the petitioner knew about it, they then filed the instant complaint against the
Velezes. Also, they registered a notice of lis pendens with the Office of the Register of Deeds.
On October 30, 1985, the Avenue Group also filed an ejectment case against Uraca
ordering them to vacate the commercial building. 4 years after, the petitioners filed an amended
complaint impleading the Avenue Group as defendants.
Trial Court Ruling:

Trial Court held that the first sale is a perfected contract since both parties consequently
came about a meeting of minds not only as to the object certain but also to the definite
consideration or cause of contract. Assuming arguendo (discovery procedures were correctly
followed, the court still cannot grant the defendant's motion to dismiss) that the second sale
was not perfected, court ruled that the same still constituted a mere modificatory novation (a
valid new agreement or obligation has extinguished or changed an existing one) which did not
extinguish the first sale.
CA Ruling:
Court held that there was a perfected contract of sale of the property for P,1050,000.00
between the Velezes and the petitioners and added it was subsequently novated. Evidence
shows that that was the original contract. However, the same was mutually withdrawn,
cancelled and rescinded by novation, and was therefore abandoned by the parties when Carmen
Velez Ting raised the consideration of the contract by P350,000.00, thus making the
price P1,400,000.00 instead of the original price of P1,050,000.00. Since there was no
agreement as to the second price offered, there was likewise no meeting of minds between the
parties, hence, no contract of sale was perfected.
Issue:
1.) Whether the court erred in not holding the first contract of sale valid and enforceable
and on the second sale, if there was no perfected contract of sale?
2.) Whether or not the respondent can enter into another contract of sale of an
immovable property with Avenue Groups and do they have a better right of acquiring the
property registration of their deeds of sale?
SC Ruling:
Court ruled in favor of the plaintiff and declared the 3 deed of sales executed by the
Velezes to Avenue Group null and void. Respondent were ordered to execute deed of sale in
favor of Emilia Uraca for the properties in question for P1,400,000.00 which sum must be
delivered by the plaintiffs to the Velezes immediately after the execution of the contract.
1.) No. The first contract of sale remained valid and binding, from the moment of
acceptance of the original offer of the sellers by the buyers, there arose a valid and binding sale
since undisputedly the contractual elements of consent, object certain and cause occurred. The
subsequent bargaining for an increase price did not result into a novation since the parties failed
to enter into a new contract that could have extinguished their previously perfected contract of
sale, there can be novation on the latter.
2.) No. Article 1544 of the Civil Code provides that should it be immovable property, the
ownership shall belong to the person acquiring it who in good faith first recorded it in the
Registry of Property. Should there be no inscription, the ownership shall pertain to the person
who in good faith was first in the possession; and, in the absence thereof, to the person who
presents the oldest title, provided there is good faith. The Avenue Group, whose store is close
to the properties in question, had known the plaintiffs to be the lessee-occupants thereof for
quite a time. Felix Ting admitted to have a talk with Ong Seng in 1983 or 1984 about the
properties so they were guilty of bad faith when they proceeded to buy the properties to the
prejudice of the plaintiffs.
Provision:
Art. 1319. Consent is manifested by the meeting of the offer and the acceptance upon the thing
and the cause which are to constitute the contract. The offer must be certain and the
acceptance absolute. A qualified acceptance constitutes a counter-offer.
Acceptance made by letter or telegram does not bind the offerer except from the time it came
to his knowledge. The contract, in such a case, is presumed to have been entered into in the
place where the offer was made. (1262a).
Art. 1544. If the same thing should have been sold to different vendees, the ownership shall be
transferred to the person who may have first taken possession thereof in good faith, if it
should be movable property.
Should it be immovable property, the ownership shall belong to the person acquiring it who in
good faith first recorded it in the Registry of Property.
Should there be no inscription, the ownership shall pertain to the person who in good faith
was first in possession; and, in the absence thereof, to the person who presents the oldest title,
provided there is good faith.

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[G.R. No. 115158.

Trial Court Ruling:

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