G.R. No. 107372 . January 23, 1997.
RAFAEL S. ORTAÑEZ, petitioner, vs. THE COURT OF APPEALS, OSCAR INOCENTES AND ASUNCION LLANES INOCENTES, respondents.

FACTS

On September 30, 1982, private respondents Oscar and Asuncion Inocentes sold two parcels of registered land in Quezon City to petitioner Rafael S. Ortañez for P35,000.00 and P20,000.00, respectively. The transactions were evidenced by two separate deeds of absolute sale, which explicitly acknowledged full receipt of the purchase prices and conveyed the lots to Ortañez, his heirs, or assigns. The deeds contained no stipulations making the sales conditional.
Private respondents received the payments but failed to deliver the corresponding transfer certificates of title. Upon demand, they refused, alleging the existence of unfulfilled oral conditions precedent not stated in the written deeds. They claimed the sale of one lot was subject to petitioner segregating a right of way, submitting an approved plan, constructing a wall, and paying capital gains tax. Petitioner filed a complaint for specific performance.

ISSUE

Whether parol evidence is admissible to prove alleged oral conditions precedent to the contract of sale when the deeds of sale are absolute and silent on such conditions.

RULING

No, the parol evidence is inadmissible. The Supreme Court reversed the Court of Appeals and remanded the case to the trial court. The parol evidence rule under Section 9, Rule 130 of the Rules of Court provides that when the terms of an agreement have been reduced to writing, the document is considered the sole repository of the terms, and no extrinsic evidence of other terms can be admitted. The deeds of sale in this case are clear, unambiguous, and absolute on their face, acknowledging full payment and effecting an immediate conveyance.
The oral testimony offered by private respondents, coming from an interested party, would vary, contradict, and defeat the operation of the written instruments, which is precisely what the rule prohibits. The exception allowing parol evidence to show the true intent of the parties applies only when the written contract is ambiguous or obscure, which is not present here. Furthermore, private respondents failed to properly plead any applicable exception to the parol evidence rule in their answer. As a lawyer and former judge, respondent Oscar Inocentes is presumed to know the legal consequences of executing an unconditional deed of absolute sale. The terms of the written contract constitute the law between the parties.