[G.R. No. 119745.

June 20, 1997]

POWER
COMMERCIAL
AND
INDUSTRIAL
CORPORATION, petitioner, vs. COURT OF APPEALS, SPOUSES
REYNALDO and ANGELITA R. QUIAMBAO and PHILIPPINE
NATIONAL BANK, respondents.
DECISION
PANGANIBAN, J.:

Is the sellers failure to eject the lessees from a lot that is the subject of a contract of
sale with assumption of mortgage a ground (1) for rescission of such contract and (2)
for a return by the mortgagee of the amortization payments made by the buyer who
assumed such mortgage?
Petitioner posits an affirmative answer to such question in this petition for review
on certiorari of the March 27, 1995 Decision of the Court of Appeals, Eighth Division, in
CA-G.R. CV Case No. 32298 upholding the validity of the contract of sale with
assumption of mortgage and absolving the mortgagee from the liability of returning the
mortgage payments already made.
[1]

[2]

The Facts
Petitioner Power Commercial & Industrial Development Corporation, an industrial
asbestos manufacturer, needed a bigger office space and warehouse for its
products. For this purpose, on January 31, 1979, it entered into a contract of sale with
the spouses Reynaldo and Angelita R. Quiambao, herein private respondents. The
contract involved a 612-sq. m. parcel of land covered by Transfer Certificate of Title No.
S-6686 located at the corner of Bagtican and St. Paul Streets, San Antonio Village,
Makati
City. The
parties
agreed
that
petitioner
would
pay
private
respondents P108,000.00 as down payment, and the balance of P295,000.00 upon the
execution of the deed of transfer of the title over the property. Further, petitioner
assumed, as part of the purchase price, the existing mortgage on the land. In full
satisfaction thereof, he paid P79,145.77 to Respondent Philippine National Bank (PNB
for brevity).
On June 1, 1979, respondent spouses mortgaged again said land to PNB to
guarantee a loan of P145,000.00, P80,000.00 of which was paid to respondent
spouses. Petitioner agreed to assume payment of the loan.

On June 26, 1979, the parties executed a Deed of Absolute Sale With Assumption
of Mortgage which contained the following terms and conditions:
[3]

That for and in consideration of the sum of Two Hundred Ninety-Five Thousand
Pesos (P295,000.00) Philippine Currency, to us in hand paid in cash, and which we
hereby acknowledge to be payment in full and received to our entire satisfaction, by
POWER COMMERCIAL AND INDUSTRIAL DEVELOPMENT CORPORATION,
a 100% Filipino Corporation, organized and existing under and by virtue of Philippine
Laws with offices located at 252-C Vito Cruz Extension, we hereby by these presents
SELL, TRANSFER and CONVEY by way of absolute sale the above described
property with all the improvements existing thereon unto the said Power Commercial
and Industrial Development Corporation, its successors and assigns, free from all liens
and encumbrances.
We hereby certify that the aforesaid property is not subject to nor covered by the
provisions of the Land Reform Code -- the same having no agricultural lessee and/or
tenant.
We hereby also warrant that we are the lawful and absolute owners of the above
described property, free from any lien and/or encumbrance, and we hereby agree and
warrant to defend its title and peaceful possession thereof in favor of the said Power
Commercial and Industrial Development Corporation, its successors and assigns,
against any claims whatsoever of any and all third persons; subject, however, to the
provisions hereunder provided to wit:
That the above described property is mortgaged to the Philippine National Bank,
Cubao, Branch, Quezon City for the amount of one hundred forty-five thousand
pesos, Philippine, evidenced by document No. 163, found on page No. 34 of Book
No. XV, Series of 1979 of Notary Public Herita L. Altamirano registered with the
Register of Deeds of Pasig (Makati), Rizal xxx;
That the said Power Commercial and Industrial Development Corporation assumes to
pay in full the entire amount of the said mortgage above described plus interest and
bank charges, to the said mortgagee bank, thus holding the herein vendor free from all
claims by the said bank;
That both parties herein agree to seek and secure the agreement and approval of the
said Philippine National Bank to the herein sale of this property, hereby agreeing to
abide by any and all requirements of the said bank, agreeing that failure to do so shall
give to the bank first lieu (sic) over the herein described property.

On the same date, Mrs. C.D. Constantino, then General Manager of petitionercorporation, submitted to PNB said deed with a formal application for assumption of
mortgage.
[4]

On February 15, 1980, PNB informed respondent spouses that, for petitioners
failure to submit the papers necessary for approval pursuant to the formers letter dated
January 15, 1980, the application for assumption of mortgage was considered
withdrawn; that the outstanding balance of P145,000.00 was deemed fully due and
demandable; and that said loan was to be paid in full within fifteen (15) days from
notice.
[5]

Petitioner paid PNB P41,880.45 on June 24, 1980 and P20,283.14 on December
23, 1980, payments which were to be applied to the outstanding loan. On December
23, 1980, PNB received a letter from petitioner which reads:
[6]

With regard to the presence of the people who are currently in physical occupancy of
the (l)ot xxx it is our desire as buyers and new owners of this lot to make use of this
lot for our own purpose, which is why it is our desire and intention that all the people
who are currently physically present and in occupation of said lot should be removed
immediately.
For this purpose we respectfully request that xxx our assumption of mortgage be
given favorable consideration, and that the mortgage and title be transferred to our
name so that we may undertake the necessary procedures to make use of this lot
ourselves.
It was our understanding that this lot was free and clear of problems of this nature,
and that the previous owner would be responsible for the removal of the people who
were there. Inasmuch as the previous owner has not been able to keep his
commitment, it will be necessary for us to take legal possession of this lot inorder
(sic) to take physical possession.
On February 19, 1982, PNB sent petitioner a letter as follows:

[7]

(T)his refers to the loan granted to Mr. Reynaldo Quiambao which was assumed by
you on June 4, 1979 for P101,500.00. It was last renewed on December 24, 1980 to
mature on June 4, 1981.
A review of our records show that it has been past due from last maturity with
interest arrearages amounting to P25,826.08 as of February 19, 1982. The last
payment received by us was on December 24, 1980 forP20,283.14. In order to place
your account in current form, we request you to remit payments to cover interest,
charges, and at least part of the principal.

On March 17, 1982, petitioner filed Civil Case No. 45217 against respondent
spouses for rescission and damages before the Regional Trial Court of Pasig, Branch
159. Then, in its reply to PNBs letter of February 19, 1982, petitioner demanded the
return of the payments it made on the ground that its assumption of mortgage was
never approved. On May 31, 1983, while this case was pending, the mortgage was
foreclosed. The property was subsequently bought by PNB during the public
auction. Thus, an amended complaint was filed impleading PNB as party defendant.
[8]

On July 12, 1990, the trial court ruled that the failure of respondent spouses to
deliver actual possession to petitioner entitled the latter to rescind the sale, and in view
of such failure and of the denial of the latters assumption of mortgage, PNB was
obliged to return the payments made by the latter. The dispositive portion of said
decision states:
[9]

[10]

IN VIEW OF ALL THE FOREGOING, the Court hereby renders judgment in favor
of plaintiff and against defendants:
(1)
Declaring the rescission of the Deed of Sale with Assumption of
Mortgage executed between plaintiff and defendants Spouses Quiambao, dated June
26, 1979;
(2)
Ordering defendants Spouses Quiambao to return to plaintiff the
amount of P187,144.77 (P108,000.00 plus P79,145.77) with legal interest of 12% per
annum from date of filing of herein complaint, that is, March 17, 1982 until the same
is fully paid;
(3)
Ordering defendant PNB to return to plaintiff the amount
of P62,163.59 (P41,880.45 and P20,283.14) with 12% interest thereon from date of
herein judgment until the same is fully paid.
No award of other damages and attorneys fees, the same not being warranted under
the facts and circumstances of the case.
The counterclaim of both defendants spouses Quiambao and PNB are dismissed for
lack of merit.
No pronouncement as to costs.
SO ORDERED.
On appeal by respondent-spouses and PNB, Respondent Court of Appeals
reversed the trial court. In the assailed Decision, it held that the deed of sale between
respondent spouses and petitioner did not obligate the former to eject the lessees from
the land in question as a condition of the sale, nor was the occupation thereof by said
lessees a violation of the warranty against eviction. Hence, there was no substantial

breach to justify the rescission of said contract or the return of the payments made. The
dispositive portion of said Decision reads:
[11]

WHEREFORE, the Decision appealed from is hereby REVERSED and the

complaint filed by Power Commercial and Industrial Development Corporation
against the spouses Reynaldo and Angelita Quiambao and the Philippine National
Bank is DISMISSED. No costs.
Hence, the recourse to this Court .
Issues
Petitioner contends that: (1) there was a substantial breach of the contract between
the parties warranting rescission; and (2) there was a mistake in payment made by
petitioner, obligating PNB to return such payments. In its Memorandum, it specifically
assigns the following errors of law on the part of Respondent Court:
[12]

A.

Respondent Court of Appeals gravely erred in failing to consider in its

decision that a breach of implied warranty under Article 1547 in relation
to Article 1545 of the Civil Code applies in the case-at-bar.

B.

Respondent Court of Appeals gravely erred in failing to consider in its

decision that a mistake in payment giving rise to a situation where the
principle of solutio indebiti applies is obtaining in the case-at-bar.
The Courts Ruling

The petition is devoid of merit. It fails to appreciate the difference between a

condition and a warranty and the consequences of such distinction.
Conspicuous Absence of an Imposed Condition
The alleged failure of respondent spouses to eject the lessees from the lot in
question and to deliver actual and physical possession thereof cannot be considered a
substantial breach of a condition for two reasons: first, such failure was not stipulated
as a condition -- whether resolutory or suspensive -- in the contract; and second, its
effects and consequences were not specified either.
[13]

The provision adverted to by petitioner does not impose a condition or an obligation

to eject the lessees from the lot. The deed of sale provides in part:
[14]

We hereby also warrant that we are the lawful and absolute owners of the above
described property, free from any lien and/or encumbrance, and we hereby agree and
warrant to defend its title and peaceful possession thereof in favor of the said Power
Commercial and Industrial Development Corporation, its successors and assigns,
against any claims whatsoever of any and all third persons; subject, however, to the
provisions hereunder provided to wit:
By his own admission, Anthony Powers, General Manager of petitioner-corporation,
did not ask the corporations lawyers to stipulate in the contract that Respondent
Reynaldo was guaranteeing the ejectment of the occupants, because there was already
a proviso in said deed of sale that the sellers were guaranteeing the peaceful
possession by the buyer of the land in question. Any obscurity in a contract, if the
above-quoted provision can be so described, must be construed against the party who
caused it. Petitioner itself caused the obscurity because it omitted this alleged
condition when its lawyer drafted said contract.
[15]

[16]

If the parties intended to impose on respondent spouses the obligation to eject the
tenants from the lot sold, it should have included in the contract a provision similar to
that referred to inRomero vs. Court of Appeals, where the ejectment of the occupants
of the lot sold by private respondent was the operative act which set into motion the
period of petitioners compliance with his own obligation, i.e., to pay the balance of the
purchase price. Failure to remove the squatters within the stipulated period gave the
other party the right to either refuse to proceed with the agreement or to waive that
condition of ejectment in consonance with Article 1545 of the Civil Code. In the case
cited, the contract specifically stipulated that the ejectment was a condition to be
fulfilled; otherwise, the obligation to pay the balance would not arise. This is not so in
the case at bar.
[17]

Absent a stipulation therefor, we cannot say that the parties intended to make its
nonfulfillment a ground for rescission. If they did intend this, their contract should have
expressly stipulated so. In Ang vs. C.A., rescission was sought on the ground that the
petitioners had failed to fulfill their obligation to remove and clear the lot sold, the
performance of which would have given rise to the payment of the consideration by
private respondent. Rescission was not allowed, however, because the breach was not
substantial and fundamental to the fulfillment by the petitioners of the obligation to sell.
[18]

As stated, the provision adverted to in the contract pertains to the usual warranty
against eviction, and not to a condition that was not met. The terms of the contract are
so clear as to leave no room for any other interpretation.
[19]

Futhermore, petitioner was well aware of the presence of the tenants at the time it
entered into the sales transaction. As testified to by Reynaldo, petitioners counsel
during the sales negotiation even undertook the job of ejecting the squatters. In fact,
petitioner actually filed suit to eject the occupants. Finally, petitioner in its letter to PNB
of December 23, 1980 admitted that it was the buyer(s) and new owner(s) of this lot.
[20]

Effective Symbolic Delivery

The Court disagrees with petitioners allegation that the respondent spouses failed
to deliver the lot sold. Petitioner asserts that the legal fiction of symbolic delivery
yielded to the truth that, at the execution of the deed of sale, transfer of possession of
said lot was impossible due to the presence of occupants on the lot sold. We find this
misleading.
Although most authorities consider transfer of ownership as the primary purpose of
sale, delivery remains an indispensable requisite as our law does not admit the doctrine
of transfer of property by mere consent. The Civil Code provides that delivery can
either be (1) actual (Article 1497) or (2) constructive (Articles 1498-1501). Symbolic
delivery (Article 1498), as a species of constructive delivery, effects the transfer of
ownership through the execution of a public document. Its efficacy can, however, be
prevented if the vendor does not possess control over the thing sold, in which case
this legal fiction must yield to reality.
[21]

[22]

The key word is control, not possession, of the land as petitioner would like us to
believe. The Court has consistently held that:
[23]

x x x (I)n order that this symbolic delivery may produce the effect of tradition, it is
necessary that the vendor shall have had such control over the thing sold that xxx its
material delivery could have been made. It is not enough to confer upon the purchaser
the ownership and the right of possession. The thing sold must be placed in
his control. When there is no impediment whatever to prevent the thing sold passing
into the tenancy of the purchaser by the sole will of the vendor, symbolic delivery
through the execution of a public instrument is sufficient. But if, notwithstanding the
execution of the instrument, the purchaser cannot have the enjoyment and material
tenancy of the thing and make use of it himself or through another in his name,
because such tenancy and enjoyment are opposed by the interposition of another will,
then fiction yields to reality -- the delivery has not been effected.
Considering that the deed of sale between the parties did not stipulate or infer
otherwise, delivery was effected through the execution of said deed. The lot sold had
been placed under the control of petitioner; thus, the filing of the ejectment suit was
subsequently done. It signified that its new owner intended to obtain for itself and to
terminate said occupants actual possession thereof. Prior physical delivery or
possession is not legally required and the execution of the deed of sale is deemed
equivalent to delivery. This deed operates as a formal or symbolic delivery of the
property sold and authorizes the buyer to use the document as proof of
ownership. Nothing more is required.
[24]

Requisites of Breach of Warranty Against Eviction

Obvious to us in the ambivalent stance of petitioner is its failure to establish any
breach of the warranty against eviction. Despite its protestation that its acquisition of

the lot was to enable it to set up a warehouse for its asbestos products and that failure
to deliver actual possession thereof defeated this purpose, still no breach of warranty
against eviction can be appreciated because the facts of the case do not show that the
requisites for such breach have been satisfied. A breach of this warranty requires the
concurrence of the following circumstances:
(1) The purchaser has been deprived of the whole or part of the thing sold;
(2) This eviction is by a final judgment;
(3) The basis thereof is by virtue of a right prior to the sale made by the vendor; and
(4) The vendor has been summoned and made co-defendant in the suit for eviction at
the instance of the vendee.[25]

In the absence of these requisites, a breach of the warranty against eviction under
Article 1547 cannot be declared.
Petitioner argues in its memorandum that it has not yet ejected the occupants of
said lot, and not that it has been evicted therefrom. As correctly pointed out by
Respondent Court, the presence of lessees does not constitute an encumbrance of the
land, nor does it deprive petitioner of its control thereof.
[26]

We note, however, that petitioners deprivation of ownership and control finally

occurred when it failed and/or discontinued paying the amortizations on the mortgage,
causing the lot to be foreclosed and sold at public auction. But this deprivation is due to
petitioners fault, and not to any act attributable to the vendor-spouses.
Because petitioner failed to impugn its integrity, the contract is presumed, under the
law, to be valid and subsisting.
Absence of Mistake In Payment
Contrary to the contention of petitioner that a return of the payments it made to PNB
is warranted under Article 2154 of the Code, solutio indebiti does not apply in this
case. This doctrine applies where: (1) a payment is made when there exists no binding
relation between the payor, who has no duty to pay, and the person who received the
payment, and (2) the payment is made through mistake, and not through liberality or
some other cause.
[27]

In this case, petitioner was under obligation to pay the amortizations on the
mortgage under the contract of sale and the deed of real estate mortgage. Under the
deed of sale (Exh. 2), both parties agreed to abide by any and all the requirements of
PNB in connection with the real estate mortgage. Petitioner was aware that the deed of
mortgage (Exh. C) made it solidarily and, therefore, primarily liable for the mortgage
obligation:
[28]

[29]

[30]

(e) The Mortgagor shall neither lease the mortgaged property xxx nor sell or
dispose of the same in any manner, without the written consent of the

Mortgagee. However, if not withstanding this stipulation and during the existence of
this mortgage, the property herein mortgaged, or any portion thereof, is xxx sold, it
shall be the obligation of the Mortgagor to impose as a condition of the sale,
alienation or encumbrance that the vendee, or the party in whose favor the alienation
or encumbrance is to be made, should take the property subject to the obligation of
this mortgage in the same terms and condition under which it is constituted, it being
understood that the Mortgagor is not in any manner relieved of his obligation to the
Mortgagee under this mortgage by such sale, alienation or encumbrance; on the
contrary both the vendor and the vendee, or the party in whose favor the alienation or
encumbrance is made shall be jointly and severally liable for said mortgage
obligations. xxx.
Therefore, it cannot be said that it did not have a duty to pay to PNB the amortization on
the mortgage.
Also, petitioner insists that its payment of the amortization was a mistake because
PNB disapproved its assumption of mortgage after it failed to submit the necessary
papers for the approval of such assumption.
But even if petitioner was a third party in regard to the mortgage of the land
purchased, the payment of the loan by petitioner was a condition clearly imposed by the
contract of sale. This fact alone disproves petitioners insistence that there was a
mistake in payment. On the contrary, such payments were necessary to protect its
interest as a the buyer(s) and new owner(s) of the lot.
The quasi-contract of solutio indebiti is one of the concrete manifestations of the
ancient principle that no one shall enrich himself unjustly at the expense of another.
But as shown earlier, the payment of the mortgage was an obligation petitioner
assumed under the contract of sale. There is no unjust enrichment where the
transaction, as in this case, is quid pro quo, value for value.
[31]

All told, respondent Court did not commit any reversible error which would warrant
the reversal of the assailed Decision.
WHEREFORE, the petition is hereby DENIED, and the assailed Decision
is AFFIRMED.
SO ORDERED.
Narvasa, C.J., (Chairman), Davide, Jr., and Melo, JJ., concur.
Francisco, J., on leave.