[G.R. No. 141634.

February 5, 2001]

Heirs of Spouses REMEDIOS R. SANDEJAS and ELIODORO P. SANDEJAS SR. -- ROBERTO R. SANDEJAS, ANTONIO R.
SANDEJAS, CRISTINA SANDEJAS MORELAND, BENJAMIN R. SANDEJAS, REMEDIOS R. SANDEJAS; and heirs of SIXTO S.
SANDEJAS II, RAMON R. SANDEJAS, TERESITA R. SANDEJAS, and ELIODORO R. SANDEJAS JR., all represented by
ROBERTO R. SANDEJAS, petitioners, vs. ALEX A. LINA, respondent.

DECISION

PANGANIBAN, J.:

A contract of sale is not invalidated by the fact that it is subject to probate court approval. The transaction remains binding on the
seller-heir, but not on the other heirs who have not given their consent to it. In settling the estate of the deceased, a probate court has
jurisdiction over matters incidental and collateral to the exercise of its recognized powers. Such matters include selling, mortgaging or
otherwise encumbering realty belonging to the estate. Rule 89, Section 8 of the Rules of Court, deals with the conveyance of real
property contracted by the decedent while still alive. In contrast with Sections 2 and 4 of the same Rule, the said provision does not
limit to the executor or administrator the right to file the application for authority to sell, mortgage or otherwise encumber realty under
administration. The standing to pursue such course of action before the probate court inures to any person who stands to be benefited
or injured by the judgment or to be entitled to the avails of the suit.
The Case
Before us is a Petition for Review under Rule 45 of the Rules of Court, seeking to reverse and set aside the Decision[1] dated
April 16, 1999 and the Resolution[2] dated January 12, 2000, both promulgated by the Court of Appeals in CA-GR CV No. 49491. The
dispositive portion of the assailed Decision reads as follows:[3]
WHEREFORE, for all the foregoing, [w]e hereby MODIFY the [O]rder of the lower court dated January 13, 1995, approving the
Receipt of Earnest Money With Promise to Buy and Sell dated June 7, 1982, only to the three-fifth (3/5) portion of the disputed lots
covering the share of [A]dministrator Eliodoro Sandejas, Sr. [in] the property. The intervenor is hereby directed to pay appellant the
balance of the purchase price of the three-fifth (3/5) portion of the property within thirty (30) days from receipt of this [O]rder and x x x
the administrator [is directed] to execute the necessary and proper deeds of conveyance in favor of appellee within thirty (30) days
thereafter.

The assailed Resolution denied reconsideration of the foregoing disposition.

The Facts
The facts of the case, as narrated by the Court of Appeals (CA), are as follows:[4]
On February 17, 1981, Eliodoro Sandejas, Sr. filed a petition (Record, SP. Proc. No. R-83-15601, pp. 8-10) in the lower court praying
that letters of administration be issued in his favor for the settlement of the estate of his wife, REMEDIOS R. SANDEJAS, who died on
April 17, 1955. On July 1, 1981, Letters of Administration [were issued by the lower court appointing Eliodoro Sandejas, Sr. as
administrator of the estate of the late Remedios Sandejas (Record, SP. Proc. No. R-83-15601, p. 16). Likewise on the same date,
Eliodoro Sandejas, Sr. took his oath as administrator (Record, SP. Proc. No. R-83-15601, p. 17). x x x.
On November 19, 1981, the 4th floor of Manila City Hall was burned and among the records burned were the records of Branch XI of
the Court of First Instance of Manila. As a result, [A]dministrator Eliodoro Sandejas, Sr. filed a [M]otion for [R]econstitution of the
records of the case on February 9, 1983 (Record, SP. Proc. No. R-83-15601, pp. 1-5). On February 16, 1983, the lower court in its
[O]rder granted the said motion (Record, SP. Proc. No. R-83-15601, pp. 28-29).
On April 19, 1983, an Omnibus Pleading for motion to intervene and petition-in-intervention was filed by [M]ovant Alex A. Lina alleging
among others that on June 7, 1982, movant and [A]dministrator Eliodoro P. Sandejas, in his capacity as seller, bound and obligated
himself, his heirs, administrators, and assigns, to sell forever and absolutely and in their entirety the following parcels of land which
formed part of the estate of the late Remedios R. Sandejas, to wit:
1. A parcel of land (Lot No. 22 Block No. 45 of the subdivision plan Psd-21121, being a portion of Block 45 described on plan Psd-
19508, G.L.R.O. Rec. No. 2029), situated in the Municipality of Makati, province of Rizal, containing an area of TWO HUNDRED
SEVENTY (270) SQUARE METERS, more or less, with TCT No. 13465;
2. A parcel of land (Lot No. 21 Block No. 45 of the subdivision plan Psd-21141, being a portion of Block 45 described on plan Psd-
19508 G.L.R.O. Rec. No. 2029), situated in the Municipality of Makati, Province of Rizal, containing an area of TWO HUNDRED
SEVENTY (270) SQUARE METERS, more or less, with TCT No. 13464;
3. A parcel of land (Lot No. 5 Block No. 45 of the subdivision plan Psd-21141, being a portion of Block 45 described on plan Psd-
19508 G.L.R.O. Rec. No. 2029), situated in the Municipality of Makati, Province of Rizal, containing an area of TWO HUNDRED
EIGHT (208) SQUARE METERS, more or less, with TCT No. 13468;
4. A parcel of land (Lot No. 6, Block No. 45 of the subdivision plan Psd-21141, being a portion of Block 45 described on plan Psd-
19508 G.L.R.O. Rec. No. 2029), situated in the Municipality of Makati, Province of Rizal, containing an area of TWO HUNDRED
EIGHT (208) SQUARE METERS, more or less, with TCT No. 13468;
The [R]eceipt of the [E]arnest [M]oney with [P]romise to [S]ell and to [B]uy is hereunder quoted, to wit:
Received today from MR. ALEX A. LINA the sum of ONE HUNDRED THOUSAND (P100,000.00) PESOS, Philippine Currency, per
Metropolitan Bank & Trust Company Chec[k] No. 319913 dated today for P100,000.00, x x x as additional earnest money for the
following:

xxxxxxxxx
all registered with the Registry of Deeds of the [P]rovince of Rizal (Makati Branch Office) in the name of SELLER ELIODORO
SANDEJAS, Filipino Citizen, of legal age, married to Remedios Reyes de Sandejas; and which undersigned, as SELLER, binds and
obligates himself, his heirs, administrators and assigns, to sell forever and absolutely in their entirety (all of the four (4) parcels of land
above described, which are contiguous to each other as to form one big lot) to said Mr. Alex A. Lina, who has agreed to buy all of
them, also binding on his heirs, administrators and assigns, for the consideration of ONE MILLION (P1,000,000.00) PESOS, Philippine
Currency, upon such reasonable terms of payment as may be agreed upon by them. The parties have, however, agreed on the
following terms and conditions:
1. The P100,000.00 herein received is in addition to the P70,000.00 earnest money already received by SELLER from BUYER, all of
which shall form part of, and shall be deducted from, the purchase price of P1,000,000.00, once the deed of absolute [sale] shall be
executed;
2. As a consideration separate and distinct from the price, undersigned SELLER also acknowledges receipt from Mr. Alex A. Lina of
the sum of ONE THOUSAND (P1,000.00) PESOS, Philippine Currency, per Metropolitan Bank & Trust Company Check
No. 319912 dated today and payable to SELLER for P1,000.00;
3. Considering that Mrs. Remedios Reyes de Sandejas is already deceased and as there is a pending intestate proceedings for the
settlement of her estate (Spec. Proc. No. 138393, Manila CFI, Branch XI), wherein SELLER was appointed as administrator of said
Estate, and as SELLER, in his capacity as administrator of said Estate, has informed BUYER that he (SELLER) already filed a
[M]otion with the Court for authority to sell the above parcels of land to herein BUYER, but which has been delayed due to the burning
of the records of said Spec. Pro. No. 138398, which records are presently under reconstitution, the parties shall have at least ninety
(90) days from receipt of the Order authorizing SELLER, in his capacity as administrator, to sell all THE ABOVE DESCRIBED
PARCELS OF LAND TO HEREIN BUYER (but extendible for another period of ninety (90) days upon the request of either of the
parties upon the other), within which to execute the deed of absolute sale covering all above parcels of land;
4. In the event the deed of absolute sale shall not proceed or not be executed for causes either due to SELLERS fault, or for causes of
which the BUYER is innocent, SELLER binds himself to personally return to Mr. Alex A. Lina the entire ONE HUNDRED SEVENTY
THOUSAND ([P]170,000.00) PESOS in earnest money received from said Mr. Lina by SELLER, plus fourteen (14%) percentum
interest per annum, all of which shall be considered as liens of said parcels of land, or at least on the share therein of herein SELLER;
5. Whether indicated or not, all of above terms and conditions shall be binding on the heirs, administrators, and assigns of both the
SELLER (undersigned MR. ELIODORO P. SANDEJAS, SR.) and BUYER (MR. ALEX A. LINA). (Record, SP. Proc. No. R-83-15601,
pp. 52-54)
On July 17, 1984, the lower court issued an [O]rder granting the intervention of Alex A. Lina (Record, SP. Proc. No. R-83-15601, p.
167).
On January 7, 1985, the counsel for [A]dministrator Eliodoro P. Sandejas filed a [M]anifestation alleging among others that the
administrator, Mr. Eliodoro P. Sandejas, died sometime in November 1984 in Canada and said counsel is still waiting for official word
on the fact of the death of the administrator. He also alleged, among others that the matter of the claim of Intervenor Alex A. Lina
becomes a money claim to be filed in the estate of the late Mr. Eliodoro P. Sandejas (Record, SP. Proc. No. R-83-15601, p. 220). On
February 15, 1985, the lower court issued an [O]rder directing, among others, that the counsel for the four (4) heirs and other heirs of
Teresita R. Sandejas to move for the appointment of [a] new administrator within fifteen (15) days from receipt of this [O]rder (Record,
SP. Proc. No. R-83-15601, p. 227). In the same manner, on November 4, 1985, the lower court again issued an order, the content of
which reads:
On October 2, 1985, all the heirs, Sixto, Roberto, Antonio, Benjamin all surnamed Sandejas were ordered to move for the appointment
of [a] new administrator. On October 16, 1985, the same heirs were given a period of fifteen (15) days from said date within which to
move for the appointment of the new administrator. Compliance was set for October 30, 1985, no appearance for the aforenamed
heirs. The aforenamed heirs are hereby ordered to show cause within fifteen (15) days from receipt of this Order why this Petition for
Settlement of Estate should not be dismissed for lack of interest and failure to comply with a lawful order of this Court.
SO ORDERED. (Record, SP. Proc. No. R-83-15601, p. 273)
On November 22, 1985, Alex A. Lina as petitioner filed with the Regional Trial Court of Manila an Omnibus Pleading for (1) petition for
letters of administration [and] (2) to consolidate instant case with SP. Proc. No. R-83-15601 RTC-Branch XI-Manila, docketed therein
as SP. Proc. No. 85-33707 entitled IN RE: INTESTATE ESTATE OF ELIODORO P. SANDEJAS, SR., ALEX A. LINA PETITIONER, [for
letters of administration] (Record, SP. Proc. No. 85-33707, pp. 1-7). On November 29, 1985, Branch XXXVI of the Regional Trial Court
of Manila issued an [O]rder consolidating SP. Proc. No. 85-33707, with SP. Proc. No. R-83-15601 (Record, SP. Proc. No.85-33707, p.
13). Likewise, on December 13, 1985, the Regional Trial Court of Manila, Branch XI, issued an [O]rder stating that this Court has no
objection to the consolidation of Special Proceedings No. 85-331707, now pending before Branch XXXVI of this Court, with the
present proceedings now pending before this Branch (Record, SP. Proc. No. R-83-15601, p. 279).
On January 15, 1986, Intervenor Alex A. Lina filed [a] Motion for his appointment as a new administrator of the Intestate Estate of
Remedios R. Sandejas on the following reasons:
5.01. FIRST, as of this date, [i]ntervenor has not received any motion on the part of the heirs Sixto, Antonio, Roberto and Benjamin, all
surnamed Sandejas, for the appointment of a new [a]dministrator in place of their father, Mr. Eliodoro P. Sandejas, Sr.;
5.02. SECOND, since Sp. Proc. 85-33707, wherein the [p]etitioner is herein Intervenor Alex A. Lina and the instant Sp. PROC. R-83-
15601, in effect are already consolidated, then the appointment of Mr. Alex Lina as [a]dministrator of the Intestate Estate of Remedios
R. Sandejas in instant Sp. Proc. R-83-15601, would be beneficial to the heirs and also to the Intervenor;
5.03. THIRD, of course, Mr. Alex A. Lina would be willing to give way at anytime to any [a]dministrator who may be proposed by the
heirs of the deceased Remedios R. Sandejas, so long as such [a]dministrator is qualified.
On May 15, 1986, the lower court issued an order granting the [M]otion of Alex A. Lina as the new [a]dministrator of the Intestate
Estate of Remedios R. Sandejas in this proceedings. (Record, SP. Proc. No. R-83-15601, pp. 288-290)
On August 28, 1986, heirs Sixto, Roberto, Antonio and Benjamin, all surnamed Sandejas, and heirs [sic] filed a [M]otion for
[R]econsideration and the appointment of another administrator Mr. Sixto Sandejas, in lieu of [I]ntervenor Alex A. Lina stating among
others that it [was] only lately that Mr. Sixto Sandejas, a son and heir, expressed his willingness to act as a new administrator of the
intestate estate of his mother, Remedios R. Sandejas (Record, SP. Proc. No. 85-33707, pp. 29-31). On October 2, 1986, Intervenor
Alex A. Lina filed his [M]anifestation and [C]ounter [M]otion alleging that he ha[d] no objection to the appointment of Sixto Sandejas as
[a]dministrator of the [i]ntestate [e]state of his mother Remedios R. Sandejas (Sp. Proc. No. 85-15601), provided that Sixto Sandejas
be also appointed as administrator of the [i]ntestate [e]state of his father, Eliodoro P. Sandejas, Sr. (Spec. Proc. No. 85-33707), which
two (2) cases have been consolidated (Record, SP. Proc. No. 85-33707, pp. 34-36). On March 30, 1987, the lower court granted the
said [M]otion and substituted Alex Lina with Sixto Sandejas as petitioner in the said [P]etitions (Record, SP. Proc. No. 85-33707,
p.52). After the payment of the administrators bond (Record, SP. Proc. No. 83-15601, pp. 348-349) and approval thereof by the court
(Record, SP. Proc. No. 83-15601, p. 361), Administrator Sixto Sandejas on January 16, 1989 took his oath as administrator of the
estate of the deceased Remedios R. Sandejas and Eliodoro P. Sandejas (Record, SP. Proc. No. 83-15601, p. 367) and was likewise
issued Letters of Administration on the same day (Record, SP. Proc. No. 83-15601, p. 366).
On November 29, 1993, Intervenor filed [an] Omnibus Motion (a) to approve the deed of conditional sale executed between Plaintiff-in-
Intervention Alex A. Lina and Elidioro [sic] Sandejas, Sr. on June 7, 1982; (b) to compel the heirs of Remedios Sandejas and Eliodoro
Sandejas, Sr. thru their administrator, to execute a deed of absolute sale in favor of [I]ntervenor Alex A. Lina pursuant to said
conditional deed of sale (Record, SP. Proc. No. 83-15601, pp. 554-561) to which the administrator filed a [M]otion to [D]ismiss and/or
[O]pposition to said omnibus motion on December 13, 1993 (Record, SP. Proc. No. 83-15601, pp. 591-603).
On January 13, 1995, the lower court rendered the questioned order granting intervenors [M]otion for the [A]pproval of the Receipt of
Earnest Money with promise to buy between Plaintiff-in-Intervention Alex A. Lina and Eliodoro Sandejas, Sr. dated June 7, 1982
(Record, SP. Proc. No. 83-15601, pp. 652-654). x x x.

The Order of the intestate court[5] disposed as follows:

WHEREFORE, [i]ntervenors motion for the approval of the Receipt Of Earnest Money With Promise To Sell And To Buy dated June 7,
1982, is granted. The [i]ntervenor is directed to pay the balance of the purchase price amounting to P729,000.00 within thirty (30) days
from receipt of this Order and the Administrator is directed to execute within thirty (30) days thereafter the necessary and proper deeds
of conveyancing.[6]
Ruling of the Court of Appeals
Overturning the RTC ruling, the CA held that the contract between Eliodoro Sandejas Sr. and respondent was merely a contract
to sell, not a perfected contract of sale. It ruled that the ownership of the four lots was to remain in the intestate estate of Remedios
Sandejas until the approval of the sale was obtained from the settlement court. That approval was a positive suspensive condition, the
nonfulfillment of which was not tantamount to a breach. It was simply an event that prevented the obligation from maturing or
becoming effective. If the condition did not happen, the obligation would not arise or come into existence.

The CA held that Section 1, Rule 89[7] of the Rules of Court was inapplicable, because the lack of written notice to the other heirs
showed the lack of consent of those heirs other than Eliodoro Sandejas Sr. For this reason, bad faith was imputed to him, for no one is
allowed to enjoy a claim arising from ones own wrongdoing. Thus, Eliodoro Sr. was bound, as a matter of justice and good faith, to
comply with his contractual commitments as an owner and heir. When he entered into the agreement with respondent, he bound his
conjugal and successional shares in the property.

Hence, this Petition.[8]

Issues
In their Memorandum, petitioners submit the following issues for our resolution:
a) Whether or not Eliodoro P. Sandejas Sr. is legally obligated to convey title to the property referred to in the subject document which
was found to be in the nature of a contract to sell where the suspensive condition set forth therein [i.e.] court approval, was not
complied with;
b) Whether or not Eliodoro P. Sandejas Sr. was guilty of bad faith despite the conclusion of the Court of Appeals that the respondent
[bore] the burden of proving that a motion for authority to sell ha[d] been filed in court;
c) Whether or not the undivided shares of Eliodoro P. Sandejas Sr. in the subject property is three-fifth (3/5) and the administrator of
the latter should execute deeds of conveyance therefor within thirty days from receipt of the balance of the purchase price from the
respondent; and
d) Whether or not the respondents petition-in-intervention was converted to a money claim and whether the [trial court] acting as a
probate court could approve the sale and compel the petitioners to execute [a] deed of conveyance even for the share alone of
Eliodoro P. Sandejas Sr.[9]

In brief, the Petition poses the main issue of whether the CA erred in modifying the trial courts Decision and in obligating
petitioners to sell 3/5 of the disputed properties to respondent, even if the suspensive condition had not been fulfilled. It also raises the
following collateral issues: (1) the settlement courts jurisdiction; (2) respondent-intervenors standing to file an application for the
approval of the sale of realty in the settlement case, (3) the decedents bad faith, and (4) the computation of the decedents share in the
realty under administration.
This Courts Ruling

The Petition is partially meritorious.

Main Issue: Obligation With a Suspensive Condition

Petitioners argue that the CA erred in ordering the conveyance of the disputed 3/5 of the parcels of land, despite the
nonfulfillment of the suspensive condition -- court approval of the sale -- as contained in the Receipt of Earnest Money with Promise to
Sell and to Buy (also referred to as the Receipt). Instead, they assert that because this condition had not been satisfied, their
obligation to deliver the disputed parcels of land was converted into a money claim.

We disagree. Petitioners admit that the agreement between the deceased Eliodoro Sandejas Sr. and respondent was a contract
to sell. Not exactly. In a contract to sell, the payment of the purchase price is a positive suspensive condition. The vendors obligation
to convey the title does not become effective in case of failure to pay.[10]

On the other hand, the agreement between Eliodoro Sr. and respondent is subject to a suspensive condition -- the procurement
of a court approval, not full payment. There was no reservation of ownership in the agreement. In accordance with paragraph 1 of the
Receipt, petitioners were supposed to deed the disputed lots over to respondent. This they could do upon the courts approval, even
before full payment. Hence, their contract was a conditional sale, rather than a contract to sell as determined by the CA.

When a contract is subject to a suspensive condition, its birth or effectivity can take place only if and when the condition happens
or is fulfilled.[11] Thus, the intestate courts grant of the Motion for Approval of the sale filed by respondent resulted in petitioners
obligation to execute the Deed of Sale of the disputed lots in his favor. The condition having been satisfied, the contract was
perfected. Henceforth, the parties were bound to fulfill what they had expressly agreed upon.

Court approval is required in any disposition of the decedents estate per Rule 89 of the Rules of Court. Reference to judicial
approval, however, cannot adversely affect the substantive rights of heirs to dispose of their own pro indiviso shares in the co-heirship
or co-ownership.[12] In other words, they can sell their rights, interests or participation in the property under administration. A
stipulation requiring court approval does not affect the validity and the effectivity of the sale as regards the selling heirs. It merely
implies that the property may be taken out of custodia legis, but only with the courts permission.[13] It would seem that the suspensive
condition in the present conditional sale was imposed only for this reason.

Thus, we are not persuaded by petitioners argument that the obligation was converted into a mere monetary claim. Paragraph 4
of the Receipt, which petitioners rely on, refers to a situation wherein the sale has not materialized. In such a case, the seller is bound
to return to the buyer the earnest money paid plus interest at fourteen percent per annum. But the sale was approved by the intestate
court; hence, the proviso does not apply.

Because petitioners did not consent to the sale of their ideal shares in the disputed lots, the CA correctly limited the scope of the
Receipt to the pro-indiviso share of Eliodoro Sr. Thus, it correctly modified the intestate courts ruling by excluding their shares from the
ambit of the transaction.

First Collateral Issue: Jurisdiction of Settlement Court

 Petitioners also fault the CA Decision by arguing, inter alia, (a) jurisdiction over ordinary civil action seeking not merely to enforce
a sale but to compel performance of a contract falls upon a civil court, not upon an intestate court; and (b) that Section 8 of Rule 89
allows the executor or administrator, and no one else, to file an application for approval of a sale of the property under administration.

Citing Gil v. Cancio[14] and Acebedo v. Abesamis,[15] petitioners contend that the CA erred in clothing the settlement court with
the jurisdiction to approve the sale and to compel petitioners to execute the Deed of Sale. They allege factual differences between
these cases and the instant case, as follows: in Gil, the sale of the realty in administration was a clear and an unequivocal agreement
for the support of the widow and the adopted child of the decedent; and in Acebedo, a clear sale had been made, and all the heirs
consented to the disposition of their shares in the realty in administration.

We are not persuaded. We hold that Section 8 of Rule 89 allows this action to proceed. The factual differences alleged by
petitioners have no bearing on the intestate courts jurisdiction over the approval of the subject conditional sale. Probate jurisdiction
covers all matters relating to the settlement of estates (Rules 74 & 86-91) and the probate of wills (Rules 75-77) of deceased persons,
including the appointment and the removal of administrators and executors (Rules 78-85). It also extends to matters incidental and
collateral to the exercise of a probate courts recognized powers such as selling, mortgaging or otherwise encumbering realty
belonging to the estate. Indeed, the rules on this point are intended to settle the estate in a speedy manner, so that the benefits that
may flow from such settlement may be immediately enjoyed by the heirs and the beneficiaries.[16]

In the present case, the Motion for Approval was meant to settle the decedents obligation to respondent; hence, that obligation
clearly falls under the jurisdiction of the settlement court. To require respondent to file a separate action -- on whether petitioners
should convey the title to Eliodoro Sr.s share of the disputed realty -- will unnecessarily prolong the settlement of the intestate estates
of the deceased spouses.

The suspensive condition did not reduce the conditional sale between Eliodoro Sr. and respondent to one that was not a definite,
clear and absolute document of sale, as contended by petitioners. Upon the occurrence of the condition, the conditional sale became
a reciprocally demandable obligation that is binding upon the parties.[17] That Acebedo also involved a conditional sale of real
property[18] proves that the existence of the suspensive condition did not remove that property from the jurisdiction of the intestate
court.

Second Collateral Issue: Intervenors Standing

Petitioners contend that under said Rule 89, only the executor or administrator is authorized to apply for the approval of a sale of
realty under administration. Hence, the settlement court allegedly erred in entertaining and granting respondents Motion for Approval.

We read no such limitation. Section 8, Rule 89 of the Rules of Court, provides:

SEC. 8. When court may authorize conveyance of realty which deceased contracted to convey. Notice. Effect of deed.Where the
deceased was in his lifetime under contract, binding in law, to deed real property, or an interest therein, the court having jurisdiction of
the estate may, on application for that purpose, authorize the executor or administrator to convey such property according to such
contract, or with such modifications as are agreed upon by the parties and approved by the court; and if the contract is to convey real
property to the executor or administrator, the clerk of the court shall execute the deed. x x x.

This provision should be differentiated from Sections 2 and 4 of the same Rule, specifically requiring only the executor or
administrator to file the application for authority to sell, mortgage or otherwise encumber real estate for the purpose of paying debts,
expenses and legacies (Section 2);[19] or for authority to sell real or personal estate beneficial to the heirs, devisees or legatees and
other interested persons, although such authority is not necessary to pay debts, legacies or expenses of administration (Section 4).
[20] Section 8 mentions only an application to authorize the conveyance of realty under a contract that the deceased entered into while
still alive. While this Rule does not specify who should file the application, it stands to reason that the proper party must be one who is
to be benefited or injured by the judgment, or one who is to be entitled to the avails of the suit.[21]

Third Collateral Issue: Bad Faith

Petitioners assert that Eliodoro Sr. was not in bad faith, because (a) he informed respondent of the need to secure court approval
prior to the sale of the lots, and (2) he did not promise that he could obtain the approval.

We agree. Eliodoro Sr. did not misrepresent these lots to respondent as his own properties to which he alone had a title in fee
simple. The fact that he failed to obtain the approval of the conditional sale did not automatically imply bad faith on his part. The CA
held him in bad faith only for the purpose of binding him to the conditional sale. This was unnecessary because his being bound to it
is, as already shown, beyond cavil.

Fourth Collateral Issue: Computation of Eliodoros Share

 Petitioners aver that the CAs computation of Eliodoro Sr.s share in the disputed parcels of land was erroneous because, as the
conjugal partner of Remedios, he owned one half of these lots plus a further one tenth of the remaining half, in his capacity as a one of
her legal heirs. Hence, Eliodoros share should be 11/20 of the entire property. Respondent poses no objection to this computation.[22]

On the other hand, the CA held that, at the very least, the conditional sale should cover the one half (1/2) pro indiviso conjugal
share of Eliodoro plus his one tenth (1/10) hereditary share as one of the ten legal heirs of the decedent, or a total of three fifths (3/5)
of the lots in administration.[23]

Petitioners computation is correct. The CA computed Eliodoros share as an heir based on one tenth of the entire disputed
property. It should be based only on the remaining half, after deducting the conjugal share.[24]

The proper determination of the seller-heirs shares requires further explanation. Succession laws and jurisprudence require that
when a marriage is dissolved by the death of the husband or the wife, the decedents entire estate under the concept of conjugal
properties of gains -- must be divided equally, with one half going to the surviving spouse and the other half to the heirs of the
deceased.[25] After the settlement of the debts and obligations, the remaining half of the estate is then distributed to the legal heirs,
legatees and devices. We assume, however, that this preliminary determination of the decedents estate has already been taken into
account by the parties, since the only issue raised in this case is whether Eliodoros share is 11/20 or 3/5 of the disputed lots.

WHEREFORE, the Petition is hereby PARTIALLY GRANTED. The appealed Decision and Resolution are AFFIRMED with
the MODIFICATION that respondent is entitled to only a pro-indiviso share equivalent to 11/20 of the disputed lots. SO ORDERED.