sc.judiciary.gov.ph/jurisprudence/2012/august2012/190071.pdf
"x x x.
Section 11 of the contract between Union Bank and Maunlad Homes provides that “[u]pon payment in full of the Purchase Price of the Property x x x, the SELLER shall execute and deliver a Deed of Absolute Sale conveying the Property to the BUYER.”26 “Jurisprudence has established that where the seller promises to execute a deed of absolute sale upon the completion by the buyer of the payment of the price, the contract is only a contract to sell.”27 The presence of this provision generally identifies the contract as being a mere contract to sell.28 After reviewing the terms of the contract between Union Bank and Maunlad Homes, we find no reasonable ground to exempt the present case from the general rule; the contract between Union Bank and Maunlad Homes is a contract to sell.
In a contract to sell, the full payment of the purchase price is a positive suspensive condition whose non-fulfillment is not a breach of contract, but merely an event that prevents the seller from conveying title to the purchaser. “The non-payment of the purchase price renders the contract to sell ineffective and without force and effect.”29 Maunlad Homes’ act of withholding the installment payments rendered the contract ineffective and without force and effect, and ultimately deprived itself of the right to continue possessing Maunlad Shopping Mall.
x x x."
