GR 122088; (January, 2001) (Digest)
G.R. No. 122088 . January 26, 2001.
GOLD LOOP PROPERTIES, INC. and EMMANUEL R. ZAPANTA, petitioners, vs. THE COURT OF APPEALS, BHAVNA HARILELA SADHWANI and RAMESH J. SADHWANI, represented by their attorney-in-fact PURSHUTAM DIALANI, respondents.
FACTS
Private respondents, the Sadhwanis, entered into a Contract to Sell with petitioner Gold Loop Properties, Inc. (GLPI) for a condominium unit. They paid the 35% downpayment. The contract stipulated that the balance would be paid through a bank loan to be arranged by GLPI. A provision stated that if the loan was disapproved, the buyers would instead pay the balance under a “Co-Terminus Payment Plan” involving equal monthly installments until January 1990. GLPI informed the Sadhwanis that the bank loan was disapproved and demanded payment under the Co-Terminus Plan. The Sadhwanis, however, did not make any installment payments. Instead, they repeatedly demanded a copy of the notarized Contract to Sell, which GLPI refused to provide because the Sadhwanis had not submitted a copy of their passports. GLPI later rescinded the contract and forfeited the downpayment due to non-payment.
ISSUE
Whether the Court of Appeals erred in sustaining the rulings of the Housing and Land Use Regulatory Board (HLURB) and the Office of the President, which ordered GLPI to deliver a copy of the contract and to accept the balance of the purchase price from the Sadhwanis.
RULING
The Supreme Court denied the petition and affirmed the Court of Appeals’ decision. The legal logic is anchored on the reciprocal obligations in a contract of sale and the protective mandate of laws governing real estate transactions. The Court found that GLPI committed a prior breach by unjustly withholding a copy of the Contract to Sell from the Sadhwanis. A contract to sell creates bilateral obligations; the seller’s obligation to deliver a copy of the contract is a significant part of the agreement, especially under protective statutes like Presidential Decree No. 957. By refusing to deliver a copy without valid justification—the lack of passports was not a condition for delivery but for notarization—GLPI violated its duty and could not thereby demand strict compliance from the buyers. The Sadhwanis’ failure to pay the installments was a direct consequence of not having the contract document to guide their obligations. Therefore, GLPI was not entitled to rescind the contract or forfeit the downpayment. The proper remedy was to order GLPI to fulfill its own obligation by furnishing the contract and allowing the Sadhwanis to pay the balance, thereby completing the sale.