G.R. No. 135634 . May 31, 2000.
HEIRS OF JUAN SAN ANDRES (VICTOR S. ZIGA) and SALVACION S. TRIA, petitioners, vs. VICENTE RODRIGUEZ, respondent.

FACTS

Juan San Andres was the registered owner of a lot in Naga City. On September 28, 1964, he sold a 345-square meter portion to respondent Vicente Rodriguez via a Deed of Sale. The following day, September 29, 1964, a receipt was executed wherein Juan San Andres acknowledged receiving an advance payment of P500.00 from Rodriguez for an adjoining residential lot at P15.00 per square meter. The receipt stipulated that full payment would be due within five years from the execution of a formal deed of sale, which was to follow a survey, with Rodriguez bearing the survey expenses. Rodriguez took possession and introduced improvements.
Upon Juan San Andres’s death, a judicial administrator was appointed for his estate. A subsequent survey revealed Rodriguez was occupying an additional 509-square meter area. The estate demanded he vacate this portion. Rodriguez refused, claiming it was the subject of the September 29, 1964 receipt. The estate filed an action for recovery of possession. Rodriguez deposited the balance of the purchase price (P7,035.00) with the court.

ISSUE

Whether the receipt (Exhibit 2) dated September 29, 1964 constitutes a valid and enforceable contract of sale for the 509-square meter lot.

RULING

Yes, the Supreme Court affirmed the Court of Appeals’ decision, holding the contract was a valid conditional sale. The legal logic is clear: a contract of sale is perfected upon mere consent, which is manifested by a meeting of the minds on the object and price. The receipt contained all essential elements: the parties (Juan San Andres and Vicente Rodriguez), a determinate object (an adjoining residential lot), and a certain price (P15.00 per square meter). The object was determinable, as it referred to a specific lot adjoining the previously purchased property, with the exact area to be ascertained by a future survey. This did not render the object indeterminate.
The condition for the execution of a formal deed of sale and the payment schedule did not affect the perfection of the contract. The contract was merely executory regarding the formalities. Rodriguez’s possession since 1964 with the vendor’s consent constituted constructive delivery, transferring ownership. His obligation to pay the full price became demandable only upon the execution of the formal deed, which was contingent on the survey. His deposit of the balance in court was a valid consignation. The contract, being the law between the parties, must be enforced. The claim of prescription and laches failed because the action involved was not for recovery of possession by Rodriguez, but for specific performance by the estate, and Rodriguez had been in possession as owner since 1964. The Court modified the decision, ordering Rodriguez to reimburse the estate for the survey expenses as agreed.