GR 137552; (June, 2000) (Digest)
G.R. No. 137552 ; June 16, 2000
ROBERTO Z. LAFORTEZA, GONZALO Z. LAFORTEZA, MICHAEL Z. LAFORTEZA, DENNIS Z. LAFORTEZA, and LEA Z. LAFORTEZA, petitioners, vs. ALONZO MACHUCA, respondent.
FACTS
The petitioners, heirs of Francisco Q. Laforteza, entered into a Memorandum of Agreement (Contract to Sell) with respondent Alonzo Machuca for a house and lot. The contract, signed on January 20, 1989, by attorneys-in-fact Roberto and Gonzalo Laforteza, required Machuca to pay a P30,000.00 earnest money and the P600,000.00 balance within 30 days from notice of the issuance of a new title. The Special Powers of Attorney from the co-heirs mandated that both Roberto and Gonzalo must sign any document exercising the granted authority.
Upon notification of the reconstituted title on September 18, 1989, Machuca’s 30-day period to pay began. He requested a 15-day extension, to which only Roberto Laforteza gave his conformity. Gonzalo did not sign the extension. On the new deadline, November 15, 1989, Machuca tendered payment via a manager’s check, but the petitioners refused to accept it, declaring the property was no longer for sale and subsequently canceling the agreement.
ISSUE
The core issue is whether the petitioners were legally justified in refusing Machuca’s tender of payment and unilaterally rescinding the Contract to Sell.
RULING
The Supreme Court ruled against the petitioners and affirmed the Court of Appeals’ decision ordering specific performance. The legal logic is anchored on the nature of the agreement and the validity of the tender of payment. The contract was a contract to sell, not a contract of sale. In a contract to sell, ownership is retained by the seller until the buyer makes full payment, which is a positive suspensive condition. The petitioners’ obligation to sell only becomes demandable upon Machuca’s full payment.
Crucially, the Court found that Machuca’s tender of the full payment on November 15, 1989, was valid and timely. The extension request signed only by Roberto was ineffective because the agency required the joint action of both attorneys-in-fact. Therefore, the original 30-day period, ending October 18, 1989, governed. However, the petitioners’ refusal to accept the valid tender on November 15 constituted a waiver of the period. By unjustifiably refusing acceptance, they released Machuca from the duty to make a formal consignation and could no longer insist on his failure to pay within the period as a ground for rescission. Consequently, they were ordered to accept the payment and execute the deed of absolute sale.