G.R. No. 246382 , July 14, 2021.
Spouses Brenda Valenzuela and Anacleto Valenzuela, Petitioner, vs. Joselito, Margarito, Jr., and William all surnamed Capala; Maria Lily Capala Flores, Margarita Cabana Oliver and Susan Capala Mendoza, Respondents.

FACTS

Respondents, heirs of Teodorica Capala, filed an action for recovery of possession and ownership of a property against petitioners, Spouses Valenzuela. Petitioners claimed the property was sold to them by Teodorica via a Contract to Buy dated December 1, 1978, obligating her heirs to deliver the Transfer Certificate of Title (TCT) and execute a Final Deed of Sale upon receipt of the unpaid balance. During pre-trial, respondents admitted the existence and execution of the Contract to Buy. Respondents later amended their complaint, changing their cause of action to nullity of the contract based on forgery of Teodorica’s signature, and sought to correct their pre-trial admission. The Regional Trial Court (RTC) granted the motion to amend but denied the motion to correct the admission, yet eventually declared the contract null and void. The Court of Appeals (CA) reversed the RTC, holding the Contract to Buy was valid and that the judicial admission stood.

ISSUE

1. Whether the judicial admission as to the existence and execution of the Contract to Buy made during pre-trial was vacated upon the amendment of the complaint.
2. Whether the Contract to Buy is a contract to sell or a contract of sale.

RULING

1. The judicial admission was not vacated. Under Section 4, Rule 129 of the Rules of Court, an admission made in the course of proceedings is binding and can only be contradicted by showing it was made through palpable mistake or that no such admission was made. The RTC erred in allowing the amendment without addressing the inconsistency between the admission and the new forgery claim. The CA correctly held the admission stands, as there was no showing of palpable mistake, and it was consistent with respondents’ initial theory that the contract existed but was extinguished by Teodorica’s death.
2. The Contract to Buy is a contract of sale, not a contract to sell. A contract of sale is perfected by mere consent upon meeting of minds on the object and price. The obligation to execute a Final Deed of Sale and deliver the TCT upon full payment pertains to the performance or consummation stage, not the perfection, of the contract. The agreement’s terms, including the payment of earnest money, the vendor’s desire to sell, and the vendee’s obligation to buy, indicate a meeting of minds to transfer ownership, characteristic of a perfected contract of sale. The requirement of a final deed is for convenience, enforceability, and registration, not a reservation of title.