Blas v. Angeles-Hutalla
REITERATIONFacts
The Antecedents: Respondent Linda Angeles-Hutalla, a naturalized US citizen, owned a residential lot with a three-door apartment in Mandaluyong City. Petitioner Rhodora G. Blas, a Filipino citizen residing in the US, expressed interest in purchasing the property. The parties executed an unnotarized deed of sale in the Philippines in June 1988 for ₱250,000. Subsequently, in the US, they executed a Deed of Sale on August 8, 1988, for US$40,000 and a Real Estate Purchase Contract and Receipt for Deposit (REPCRD) on August 5, 1988 (notarized August 8, 1988). The REPCRD stipulated a downpayment of US$17,000 (with partial payments made) and a loan of US$23,000 from the seller for the balance, payable in installments with interest. Petitioner took possession of the property. Transfer Certificate of Title No. 2184 was issued in the respondent's name on April 28, 1989. On October 10, 1989, petitioner and her sister signed a document stating the June 1988 deed was only for evicting occupants. Respondent, through counsel, demanded the tenants vacate on January 8, 1998. Petitioner's counsel responded on January 28, 1998, asserting petitioner's ownership. Respondent filed a complaint with the barangay. Petitioner filed a complaint for specific performance and delivery of title with the RTC, alleging full payment and respondent's refusal to deliver the title. Procedural History: The RTC dismissed both the complaint and the counterclaim, ruling that the REPCRD was the binding contract and that petitioner's failure to pay in full entitled respondent to rescind the contract and repossess the property. The Court of Appeals (CA) affirmed the RTC's decision, holding that the second deed of sale superseded the first and that the REPCRD was admissible. The CA rejected the application of the Maceda Law, stating it was invoked for the first time on appeal. The Petition: Petitioner seeks review of the CA decision, arguing that the REPCRD was inadmissible and that the Maceda Law should apply.
Issue(s)
Whether the Real Estate Purchase Contract and Receipt for Deposit (REPCRD) is admissible in evidence. Whether the Maceda Law is applicable to the case. Whether the REPCRD and the second Deed of Sale constitute the real and binding contracts between the parties. Whether the petitioner fully paid the purchase price of the property. Whether the respondent is entitled to rescind the contract and repossess the property.
Ruling
The petition is denied. The Decision of the Court of Appeals is affirmed.
Ratio Decidendi
On the admissibility of the REPCRD: The Court affirmed the CA's ruling that the REPCRD was admissible in evidence. While acknowledging that its authenticity and due execution were not strictly established according to Philippine law for foreign public documents, the CA found that the petitioner failed to interpose a timely objection to its admission during the trial. The Court reiterated the doctrine that failure to object to the admission of evidence at the proper time constitutes a waiver of the right to object. The petitioner's objection was made belatedly, beyond the period set by the Rules of Court and the trial court's order, thus rendering the objection waived. The Court also noted that the petitioner, by invoking the Maceda Law on appeal, implicitly admitted the genuineness and due execution of the REPCRD. On the applicability of the Maceda Law: The Court ruled that the petitioner could not invoke the Maceda Law for the first time on appeal. The appellate court correctly pointed out that the petitioner's invocation of the Maceda Law was repugnant to her theory of full payment presented before the trial court. By invoking the Maceda Law, the petitioner was essentially admitting that she had made installment payments under the REPCRD, thereby admitting its validity and binding effect. This constituted a change in theory on appeal, which is generally not allowed as it is offensive to basic rules of fair play, justice, and due process. The Court emphasized that the petitioner could not simultaneously assert full payment and seek refuge under the Maceda Law, which presumes partial payment and provides remedies for buyers who have paid at least two years of installments. On the real and binding contracts: The Court found that the REPCRD and the second Deed of Sale executed in California constituted the real and binding contracts between the parties, superseding the earlier unnotarized deed of sale executed in the Philippines. The Court noted the inconsistency in the purchase price between the first deed (₱250,000) and the second deed (US$40,000). The petitioner's own certification that the first deed was merely for eviction purposes, coupled with her subsequent partial payments under the REPCRD, indicated that the parties intended the latter agreements to govern their transaction. The REPCRD detailed the payment schedule for the US$40,000 consideration stated in the second Deed of Sale, clarifying the terms of payment and financing. On full payment of the purchase price: The Court concluded that the petitioner failed to pay the purchase price in full. Based on the REPCRD and the second Deed of Sale, the total purchase price was US$40,000. The Court found that while the petitioner made some payments, she failed to pay the US$7,000 installment due on or before January 31, 1989, as part of the downpayment, and also failed to pay the balance of the loan, including late fees. The Court stressed that a sale is perfected upon agreement on the thing and price, and ownership transfers upon delivery. However, non-payment of the price is a resolutory condition that extinguishes the transaction unless the contract is rescinded judicially or by notarial act. Since the petitioner did not consign the amounts due after demand, and the respondent sought rescission in her answer, the petitioner's claim of full payment and plea for specific performance were without basis. On rescission and repossession: The Court upheld the respondent's right to rescind the contract and repossess the property. The petitioner's failure to pay the full purchase price, specifically the US$7,000 installment and subsequent loan payments, constituted a breach of the contract. Article 1592 of the Civil Code, which allows payment even after the period has expired as long as no demand for rescission has been made, was not applicable here because the respondent did seek rescission in her answer, and the petitioner failed to make the required consignation of the amounts due. Therefore, the rescission of the contract and the repossession of the property by the respondent were justified.
Main Doctrine
Where two contracts are executed between the same parties concerning the same property, and the second contract is clearly inconsistent with the first, the second contract supersedes the first. Furthermore, a party who invokes the Maceda Law, which presumes the existence of installment payments under a contract of sale of real estate, is deemed to have admitted the authenticity, due execution, and binding effect of such contract, thereby estopping them from assailing its validity.