ALI AKANG VS. MUNICIPALITY OF ISULAN, SULTAN KUDARAT PROVINCE, REPRESENTED BY ITS MUNICIPAL MAYOR AND MUNICIPAL VICE MAYOR AND MUNICIPAL COUNCILORS/KAGAWADS, G.R. No. 186014, June 26, 2013.
“x x x.
The Deed of Sale is a Valid Contract of Sale
The petitioner alleges that the Deed of Sale is merely an agreement to sell, which was not perfected due to non-payment of the stipulated consideration.3 The respondent, meanwhile, claims that the Deed of Sale is a valid and perfected contract of absolute sale.4
A contract of sale is defined under Article 1458 of the Civil Code:
By the contract of sale, one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefore a price certain in money or its equivalent.
The elements of a contract of sale are: (a) consent or meeting of the minds, that is, consent to transfer ownership in exchange for the price; (b) determinate subject matter; and (c) price certain in money or its equivalent.5
A contract to sell, on the other hand, is defined by Article 1479 of the Civil Code:
[A] bilateral contract whereby the prospective seller, while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer, binds himself to sell the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon, that is, full payment of the purchase price.
In a contract of sale, the title to the property passes to the buyer upon the delivery of the thing sold, whereas in a contract to sell, the ownership is, by agreement, retained by the seller and is not to pass to the vendee until full payment of the purchase price.6
The Deed of Sale executed by the petitioner and the respondent is a perfected contract of sale, all its elements being present. There was mutual agreement between them to enter into the sale, as shown by their free and voluntary signing of the contract. There was also an absolute transfer of ownership of the property by the petitioner to the respondent as shown in the stipulation: “x x x I [petitioner] hereby sell, transfer, cede, convey and assign as by these presents do have sold, transferred, ceded, conveyed and assigned, x x x.”7 There was also a determinate subject matter, that is, the two-hectare parcel of land as described in the Deed of Sale. Lastly, the price or consideration is at Three Thousand Pesos (P3,000.00), which was to be paid after the execution of the contract. The fact that no express reservation of ownership or title to the property can be found in the Deed of Sale bolsters the absence of such intent, and the contract, therefore, could not be one to sell. Had the intention of the petitioner been otherwise, he could have: (1) immediately sought judicial recourse to prevent further construction of the municipal building; or (2) taken legal action to contest the agreement.8 The petitioner did not opt to undertake any of such recourses.
X x x.”