Contract to sell

Contract to sell "I have a real property located in Rizal. This was supposed to be our rest house. Due to the coronavirus pandemic, I was constrained to sell my property to my best friend Miko. He told me he could not pay the purchase price in full, so he made a down payment last March 2020 and promised to pay the balance after four months. My real estate broker, who is also my friend, advised me to have a contract to sell with a condition that a deed of sale would be made after full payment. Months have passed, but Miko failed to pay the balance. I tried to sell the property to another prospective buyer, but Miko warned me that I can no longer do the same considering that we executed a conditional sale. I am confused right now, can you enlighten me on whether I can sell the property to another buyer?Vernie Dear Vernie,The Supreme Court in the case of Julie Nabus et al. vs Joaquin Pacson, et al. (GR 161318, Nov. 25, 2009), penned by then-Associate Justice and current Chief Justice Diosdado M. Peralta, expounded on the following: “A contract to sell may thus be defined as a bilateral contract whereby the prospective seller, while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer, binds himself to sell the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon, that is, full payment of the purchase price. A contract to sell as defined hereinabove, may not even be considered as a conditional contract of sale where the seller may likewise reserve title to the property subject of the sale until the fulfillment of a suspensive condition, because in a conditional contract of sale, the first element of consent is present, although it is conditioned upon the happening of a contingent event which may or may not occur. xxx” (Emphasis supplied)Therefore, the contract to sell that you executed does not transfer ownership of the property to Miko. It is only a promise to sell the property upon compliance with the condition that the purchase price is paid in full. Full ownership thereof remains with the seller. The fact that there is a condition in the contract which states that a deed of sale will be executed upon full payment of the purchase price conveys that it is indeed a contract to sell. In the case of Mila A. Reyes vs Victoria T. Tuparan (GR 188064, June 1, 2011), penned by Associate Justice Jose Mendoza, the Supreme Court categorically declared that:“Where the vendor promises to execute a deed of absolute sale upon the completion by the vendee of the payment of the price, the contract is only a contract to sell. The aforecited stipulation shows that the vendors reserved title to the subject property until full payment of the purchase price.” (Emphasis supplied) We hope that we were able to answer your queries. This advice is based solely on the facts you have narrated and our appreciation of the same. Our opinion may vary when other facts are changed or elaborated.Editor’s note: Dear PAO is a daily column of the Public Attorney’s Office. Questions for Chief Acosta may be sent to dearpao@manilatimes.net" - https://www.affordablecebu.com/