GR L 2782; (June, 1906) (Digest)
G.R. No. L-2782
FACTS:
On September 22, 1903, Francisco Gonzalez (for himself and as representative of his sons) sold a parcel of land to the Casa Comision de Pilar Corrales for P9,120. The contract of sale contained a resolutory condition: the vendors could repurchase the property by returning the full purchase price plus interest on or before September 22, 1904. The vendors also executed a promissory note for the same amount in favor of the purchaser. The contract further stipulated that the purchasing firm could assign its rights and obligations under the contract to any person. The promissory note was later extended and eventually came into the possession of the International Banking Corporation (IBC) through a discounting operation. The IBC also appeared in the Registry of Property as the owner of the land, having acquired it by transfer from the original purchaser. The Gonzalez family filed an action to compel the IBC, as the current holder of the note and the registered owner, to accept payment and execute a deed of reconveyance of the property.
ISSUE:
Whether the International Banking Corporation, as the transferee and current holder of the promissory note and the registered owner of the property, is obligated to reconvey the land to the original vendors upon their payment of the repurchase price.
RULING:
Yes. The Supreme Court affirmed the lower court’s decision. The IBC, by its own admission, recognized the existence of the resolutory condition (the right of repurchase) attached to the property. As the transferee of the original purchaser’s rights and obligations under the contract, the IBC stepped into the shoes of the original purchaser. Therefore, the vendors have a clear right to enforce the reconveyance against the IBC, the current possessor and registered owner of the property, upon payment of the stipulated repurchase price. The validity or details of the transfer between the original purchaser and the IBC are immaterial to the vendors’ enforceable right against whoever holds the property subject to the repurchase condition.