G.R. No. 242366 , February 26, 2025
VENUSTRIANO B. CHAVEZ, JR., ET AL., PETITIONERS, vs. SPOUSES JOSELITO AND ADRIANA GOPEZ, RESPONDENTS.

FACTS

The petitioners-vendors (Chavez, et al.) and respondents-vendees (Spouses Gopez) entered into an agreement for the sale of two adjacent lots in Quezon City for PHP 31,500,000.00, evidenced by an Acknowledgment Receipt dated October 21, 2011. The receipt acknowledged the receipt of a check for PHP 200,000.00 as earnest money and listed the preparation of a “Contract to Sell, Deed of Absolute Sale & Extrajudicial Settlement of Estate” as part of the conditions. The vendors terminated the agreement due to the vendees’ failure to fulfill its conditions, including the delivery of a PHP 5,000,000.00 downpayment. The Regional Trial Court ruled in favor of the petitioners, a decision reversed by the Court of Appeals. The ponencia (main decision) granted the petition and reinstated the RTC decision, characterizing the agreement as a contract to sell.

ISSUE

Whether the agreement between the parties, as evidenced by the Acknowledgment Receipt, is a contract to sell (as held by the ponencia) or a perfected contract of sale.

RULING

The concurring opinion of Justice Caguioa agrees with the ponencia’s ruling that the agreement is a contract to sell, which allowed the vendors to terminate it upon the vendees’ failure to fulfill the conditions. The opinion provides a detailed jurisprudential analysis: Strictly under the Civil Code provisions (Articles 1458 and 1475), the agreement possesses all the elements of a perfected contract of sale: consent for the transfer of ownership, a determinate subject matter, and a certain price. Article 1478 further allows parties to stipulate that ownership does not pass until full payment. However, prevailing jurisprudence, beginning with Manuel v. Rodriguez, Sr. (1960), has recognized the concept of a “contract to sell” as distinct from an absolute sale. In a contract to sell, title remains with the vendor until the fulfillment of a positive suspensive condition (e.g., full payment), and the provision on rescission requiring judicial or notarial demand (Article 1592) does not apply. This jurisprudential concept, though lacking direct statutory foundation, is now firmly entrenched. Therefore, the ponencia’s characterization of the agreement as a contract to sell, where the vendors reserved ownership until full payment and could terminate for non-compliance, is in accord with established case law.