G.R. No. 235711 , March 11, 2020.
TERESITA E. PASCUAL, WIDOW OF THE LATE ROMULO PASCUAL, WHO WAS THE HEIR OF THE LATE CATALINA DELA CRUZ AND ATTORNEY-IN-FACT OF HER CHILDREN AND FOR HER OWN BEHALF, PETITIONER, V. ENCARNACION PANGYARIHAN-ANG, SPOUSES EMELITA ANG GAN AND VICENTE GAN, SPOUSES NILDA ANG-ROMAN AND ROBERTO ROMAN, SPOUSES ROSITA ANG-ESTRELLA AND LUNAVER ESTRELLA, ERNEST ANG, ANTONIO ANG, SPOUSES RUBY ANG-TAN AND JULIO TAN, SPOUSES MA. VICTORIA ANG-SAN PEDRO AND AMADO SAN PEDRO, AND DANILO ANG, RESPONDENTS.

FACTS

In January 1989, Romulo Pascual (petitioner’s late husband) entered into a sale transaction with respondents for three parcels of land in Navotas City, as embodied in a “Pagpapatunay at Pananagutan.” The contract stipulated a price of P350.00 per square meter, with a P50,000.00 downpayment. Paragraph 5 of the contract stated that the remaining balance would be paid upon the vendor’s completion of the survey, plan, papers, and title of the lots. One lot was subsequently registered under respondents’ names (OCT No. 246) after they fully paid for it. For the two remaining lots, titles were issued in Romulo Pascual’s name, and respondents failed to pay the balance. Petitioner filed a complaint for rescission of the contract with damages, arguing respondents breached by non-payment and that the purchase price should be increased. Respondents countered that their obligation to pay the balance was conditioned on petitioner first registering the titles in their names, which she refused to do, thereby breaching the contract herself.

ISSUE

Whether the Court of Appeals erred in affirming the trial court’s decision which: 1) interpreted the contract as requiring petitioner to first transfer titles to respondents before payment of the balance; 2) found petitioner at fault and not entitled to rescission; and 3) did not impose a reciprocal obligation on respondents to pay within a reasonable time.

RULING

The Supreme Court DENIED the petition and AFFIRMED the Court of Appeals’ Decision and Resolution. The petition raised factual issues, and the findings of the lower courts, being supported by substantial evidence, are binding. On the merits, the Court held that the contemporaneous and subsequent acts of the parties, particularly the payment and registration history of the first lot (where full payment was made only after title was secured in respondents’ names), clearly showed the parties’ intention under Paragraph 5 of the contract. The obligation to pay the balance was conditioned on petitioner first causing the transfer of titles to respondents’ names. Petitioner’s failure to comply with this obligation for the two remaining lots meant she was not the injured party and thus not entitled to rescind the contract. The contract price remained at P350.00 per square meter as agreed. Petitioner was not entitled to compensation for the use of the lots due to her own failure to perform her obligation. The Court ORDERED petitioner to cause the transfer of the titles of the subject lots to respondents’ names, and respondents to pay the remaining balance within thirty (30) days from such transfer.