GR L 40242; (December, 1982) (Digest)
G.R. No. L-40242 December 15, 1982
DOMINGA CONDE, petitioner, vs. THE HONORABLE COURT OF APPEALS, MANILA PACIENTE CORDERO, together with his wife, NICETAS ALTERA, RAMON CONDE, together with his wife, CATALINA T. CONDE, respondents.
FACTS
On April 7, 1938, the heirs of Santiago Conde, including petitioner Dominga Conde, sold a parcel of land with a right of repurchase within ten years to spouses Pio Altera and Casimira Pasagui. The Cadastral Court later adjudicated the lot to the Alteras, subject to Dominga Conde’s right of repurchase. On November 28, 1945, a “Memorandum of Repurchase” was executed, stating that the repurchase price of P165.00 was received by Paciente Cordero, son-in-law of the Alteras, and that possession was returned to the Conde heirs. Neither Pio Altera nor Casimira Pasagui signed this document. Petitioner claimed Cordero acted as agent for his ill father-in-law.
In 1965, Pio Altera sold the same lot to respondents Ramon Conde and Catalina T. Conde. Petitioner, contending she validly repurchased the property in 1945, filed a complaint for quieting of title. The trial court and the Court of Appeals dismissed her complaint, ruling the repurchase was invalid as Cordero lacked specific authority to act for the vendees-a-retro.
ISSUE
Whether the “Memorandum of Repurchase” executed by Paciente Cordero constituted a valid exercise of the right of repurchase.
RULING
Yes. The Supreme Court reversed the Court of Appeals and declared petitioner the owner. The legal logic centered on the application of agency principles and the parol evidence rule. While Cordero was not expressly authorized in writing, his actions ratified the agency. By signing the document, receiving the payment, and expressly covenanting to defend the Conde heirs’ possession, Cordero bound himself and his principals, the Alteras. He cannot now disavow the agreement’s clear terms.
The Court barred Cordero’s contrary oral testimony that he merely signed to indicate no objection, as this would violate the parol evidence rule, which prohibits varying the terms of a written agreement by extrinsic evidence when the writing is clear and unambiguous. This rule ensures the stability of written contracts. Furthermore, equitable considerations favored petitioner. The admissions at pre-trial confirmed her continuous possession and tax payments since 1945. The respondents’ inaction for 24 years constituted laches, barring their belated claim. Thus, substantial justice and equity demanded recognition of the valid repurchase.