FIRST DIVISION

[G.R. No. 126083. July 12, 2006.]

ANTONIO R. CORTES (in his capacity as Administrator of the estate

of Claro S. Cortes) , petitioner, vs . HON. COURT OF APPEALS and
VILLA ESPERANZA DEVELOPMENT CORPORATION , respondents.

DECISION

YNARES-SANTIAGO , J : p

The instant petition for review seeks the reversal of the June 13, 1996 Decision 1 of
the Court of Appeals in CA-G.R. CV No. 47856, setting aside the June 24, 1993 Decision 2
of the Regional Trial Court of Makati, Branch 138, which rescinded the contract of sale
entered into by petitioner Antonio Cortes (Cortes) and private respondent Villa Esperanza
Development Corporation (Corporation).
The antecedents show that for the purchase price of P3,700,000.00, the Corporation
as buyer, and Cortes as seller, entered into a contract of sale over the lots covered by
Transfer Certi cate of Title (TCT) No. 31113-A, TCT No. 31913-A and TCT No. 32013-A,
located at Baclaran, Parañaque, Metro Manila. On various dates in 1983, the Corporation
advanced to Cortes the total sum of P1,213,000.00. Sometime in September 1983, the
parties executed a deed of absolute sale containing the following terms: 3
1. Upon execution of this instrument, the Vendee shall pay unto the
Vendor sum of TWO MILLION AND TWO HUNDRED THOUSAND (P2,200,000.00)
PESOS, Philippine Currency, less all advances paid by the Vendee to the Vendor in
connection with the sale;

2. The balance of ONE MILLION AND FIVE HUNDRED THOUSAND

[P1,500,000.00] PESOS, Phil. Currency shall be payable within ONE (1) YEAR from
date of execution of this instrument, payment of which shall be secured by an
irrevocable standby letter of credit to be issued by any reputable local banking
institution acceptable to the Vendor.
xxx xxx xxx

4. All expense for the registration of this document with the Register of
Deeds concerned, including the transfer tax, shall be divided equally between the
Vendor and the Vendee. Payment of the capital gains shall be exclusively for the
account of the Vendor; 5% commission of Marcosa Sanchez to be deducted upon
signing of sale. 4

Said Deed was retained by Cortes for notarization.

On January 14, 1985, the Corporation led the instant case 5 for speci c
performance seeking to compel Cortes to deliver the TCTs and the original copy of the
Deed of Absolute Sale. According to the Corporation, despite its readiness and ability to
pay the purchase price, Cortes refused delivery of the sought documents. It thus prayed
for the award of damages, attorney's fees and litigation expenses arising from Cortes'
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 refusal to deliver the same documents. CcTIDH

In his Answer with counterclaim, 6 Cortes claimed that the owner's duplicate copy of
the three TCTs were surrendered to the Corporation and it is the latter which refused to
pay in full the agreed down payment. He added that portion of the subject property is
occupied by his lessee who agreed to vacate the premises upon payment of disturbance
fee. However, due to the Corporation's failure to pay in full the sum of P2,200,000.00, he in
turn failed to fully pay the disturbance fee of the lessee who now refused to pay monthly
rentals. He thus prayed that the Corporation be ordered to pay the outstanding balance
plus interest and in the alternative, to cancel the sale and forfeit the P1,213,000.00 partial
down payment, with damages in either case.
On June 24, 1993, the trial court rendered a decision rescinding the sale and
directed Cortes to return to the Corporation the amount of P1,213,000.00, plus interest. It
ruled that pursuant to the contract of the parties, the Corporation should have fully paid the
amount of P2,200,000.00 upon the execution of the contract. It stressed that such is the
law between the parties because the Corporation failed to present evidence that there was
another agreement that modi ed the terms of payment as stated in the contract. And,
having failed to pay in full the amount of P2,200,000.00 despite Cortes' delivery of the
Deed of Absolute Sale and the TCTs, rescission of the contract is proper.
In its motion for reconsideration, the Corporation contended that the trial court
failed to consider their agreement that it would pay the balance of the down payment when
Cortes delivers the TCTs. The motion was, however, denied by the trial court holding that
the rescission should stand because the Corporation did not act on the offer of Cortes'
counsel to deliver the TCTs upon payment of the balance of the down payment. Thus:
The Court nds no merit in the [Corporation's] Motion for Reconsideration.
As stated in the decision sought to be reconsidered, [Cortes'] counsel at the pre-
trial of this case, proposed that if [the Corporation] completes the down payment
agreed upon and make arrangement for the payment of the balances of the
purchase price, [Cortes] would sign the Deed of Sale and turn over the certi cate
of title to the [Corporation]. [The Corporation] did nothing to comply with its
undertaking under the agreement between the parties.
WHEREFORE, in view of the foregoing considerations, the Motion for
Reconsideration is hereby DENIED.

SO ORDERED. 7

On appeal, the Court of Appeals reversed the decision of the trial court and directed
Cortes to execute a Deed of Absolute Sale conveying the properties and to deliver the
same to the Corporation together with the TCTs, simultaneous with the Corporation's
payment of the balance of the purchase price of P2,487,000.00. It found that the parties
agreed that the Corporation will fully pay the balance of the down payment upon Cortes'
delivery of the three TCTs to the Corporation. The records show that no such delivery was
made, hence, the Corporation was not remiss in the performance of its obligation and
therefore justified in not paying the balance. The decretal portion thereof, provides:
WHEREFORE, premises considered, [the Corporation's] appeal is GRANTED.
The decision appealed from is hereby REVERSED and SET ASIDE and a new
judgment rendered ordering [Cortes] to execute a deed of absolute sale conveying
to [the Corporation] the parcels of land subject of and described in the deed of
absolute sale, Exhibit D. Simultaneously with the execution of the deed of
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 absolute sale and the delivery of the corresponding owner's duplicate copies of
TCT Nos. 31113-A, 31931-A and 32013-A of the Registry of Deeds for the
Province of Rizal, Metro Manila, District IV, [the Corporation] shall pay [Cortes] the
balance of the purchase price of P2,487,000.00. As agreed upon in paragraph 4 of
the Deed of Absolute Sale, Exhibit D, under terms and conditions, "All expenses for
the registration of this document (the deed of sale) with the Register of Deeds
concerned, including the transfer tax, shall be divided equally between [Cortes and
the Corporation]. Payment of the capital gains shall be exclusively for the account
of the Vendor; 5% commission of Marcosa Sanchez to be deducted upon signing
of sale." There is no pronouncement as to costs. TEcADS

SO ORDERED. 8

Cortes led the instant petition praying that the decision of the trial court rescinding
the sale be reinstated.
There is no doubt that the contract of sale in question gave rise to a reciprocal
obligation of the parties. Reciprocal obligations are those which arise from the same
cause, and which each party is a debtor and a creditor of the other, such that the obligation
of one is dependent upon the obligation of the other. They are to be performed
simultaneously, so that the performance of one is conditioned upon the simultaneous
fulfillment of the other. 9
Article 1191 of the Civil Code, states:
ART. 1191. The power to rescind obligations is implied in reciprocal
ones, in case one of the obligors should not comply with what is incumbent upon
him.

xxx xxx xxx

As to when said failure or delay in performance arise, Article 1169 of the same Code
provides that —
ART. 1169
xxx xxx xxx
In reciprocal obligations, neither party incurs in delay if the other does not
comply or is not ready to comply in a proper manner with what is incumbent upon
him. From the moment one of the parties ful lls his obligation, delay by
the other begins . (Emphasis supplied)

The issue therefore is whether there is delay in the performance of the parties'
obligation that would justify the rescission of the contract of sale. To resolve this issue, we
must first determine the true agreement of the parties.
The settled rule is that the decisive factor in evaluating an agreement is the intention
of the parties, as shown not necessarily by the terminology used in the contract but by
their conduct, words, actions and deeds prior to, during and immediately after executing
the agreement. As such, therefore, documentary and parol evidence may be submitted and
admitted to prove such intention. 1 0
In the case at bar, the stipulation in the Deed of Absolute Sale was that the
Corporation shall pay in full the P2,200,000.00 down payment upon execution of the
contract. However, as correctly noted by the Court of Appeals, the transcript of
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 stenographic notes reveal Cortes' admission that he agreed that the Corporation's full
payment of the sum of P2,200,000.00 would depend upon his delivery of the TCTs of the
three lots. In fact, his main defense in the Answer is that, he performed what is incumbent
upon him by delivering to the Corporation the TCTs and the carbon duplicate of the Deed
of Absolute Sale, but the latter refused to pay in full the down payment. 1 1 Pertinent
portion of the transcript, reads:
[Q] Now, why did you deliver these three titles to the plaintiff despite the fact
that it has not been paid in full the agreed down payment?

A Well, the broker told me that the down payment will be given if I surrender
the titles.

Q Do you mean to say that the plaintiff agreed to pay in full the down
payment of P2,200,000.00 provided you surrender or entrust to the plaintiff
the titles?

A Yes, sir. 1 2

What further confirmed the agreement to deliver the TCTs is the testimony of Cortes
that the title of the lots will be transferred in the name of the Corporation upon full
payment of the P2,200,000.00 down payment. Thus —
ATTY. ANTARAN

Q Of course, you have it transferred in the name of the plaintiff, the title? DcCHTa

A Upon full payment.

xxx xxx xxx

ATTY. SARTE

Q When you said upon full payment, are you referring to the agreed down
payment of P2,200,000.00?

A Yes, sir. 1 3

By agreeing to transfer title upon full payment of P2,200,000.00, Cortes' impliedly

agreed to deliver the TCTs to the Corporation in order to effect said transfer. Hence, the
phrase "execution of this instrument" 1 4 as appearing in the Deed of Absolute Sale, and
which event would give rise to the Corporation's obligation to pay in full the amount of
P2,200,000.00, can not be construed as referring solely to the signing of the deed. The
meaning of "execution" in the instant case is not limited to the signing of a contract but
includes as well the performance or implementation or accomplishment of the parties'
agreement. 1 5 With the transfer of titles as the corresponding reciprocal obligation of
payment, Cortes' obligation is not only to a x his signature in the Deed, but to set into
motion the process that would facilitate the transfer of title of the lots, i.e., to have the
Deed notarized and to surrender the original copy thereof to the Corporation together with
the TCTs.
Having established the true agreement of the parties, the Court must now determine
whether Cortes delivered the TCTs and the original Deed to the Corporation. The Court of
Appeals found that Cortes never surrendered said documents to the Corporation. Cortes
testi ed that he delivered the same to Manny Sanchez, the son of the broker, and that
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 Manny told him that her mother, Marcosa Sanchez, delivered the same to the Corporation.
Q Do you have any proof to show that you have indeed surrendered these
titles to the plaintiff?

A Yes, sir.
Q I am showing to you a receipt dated October 29, 1983, what relation has
this receipt with that receipt that you have mentioned?
A That is the receipt of the real estate broker when she received the titles.

Q On top of the printed name is Manny Sanchez, there is a signature, do you

know who is that Manny Sanchez?

A That is the son of the broker.

xxx xxx xxx
Q May we know the full name of the real estate broker?

A Marcosa Sanchez
xxx xxx xxx

Q Do you know if the broker or Marcosa Sanchez indeed delivered the titles to
the plaintiff?

A That is what [s]he told me. She gave them to the plaintiff.
xxx xxx xxx. 1 6
ATTY. ANTARAN

Q Are you really sure that the title is in the hands of the plaintiff?
xxx xxx xxx

Q It is in the hands of the broker but there is no showing that it is in the hands
of the plaintiff?

A Yes, sir. SDECAI

COURT
Q How do you know that it was delivered to the plaintiff by the son of the
broker?
A The broker told me that she delivered the title to the plaintiff.

ATTY. ANTARAN

Q Did she not show you any receipt that she delivered to [Mr.] Dragon 1 7 the
title without any receipt?
A I have not seen any receipt.

Q So, therefore, you are not sure whether the title has been delivered to the
plaintiff or not. It is only upon the allegation of the broker?
A Yes, sir. 1 8
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 However, Marcosa Sanchez's unrebutted testimony is that, she did not receive the
TCTs. She also denied knowledge of delivery thereof to her son, Manny, thus:
Q The defendant, Antonio Cortes testified during the hearing on March 11,
1986 that he allegedly gave you the title to the property in question, is it
true?
A I did not receive the title.

Q He likewise said that the title was delivered to your son, do you know about
that?

A I do not know anything about that. 1 9

What further strengthened the ndings of the Court of Appeals that Cortes did not
surrender the subject documents was the offer of Cortes' counsel at the pre-trial to deliver
the TCTs and the Deed of Absolute Sale if the Corporation will pay the balance of the down
payment. Indeed, if the said documents were already in the hands of the Corporation, there
was no need for Cortes' counsel to make such offer.
Since Cortes did not perform his obligation to have the Deed notarized and to
surrender the same together with the TCTs, the trial court erred in concluding that he
performed his part in the contract of sale and that it is the Corporation alone that was
remiss in the performance of its obligation. Actually, both parties were in delay.
Considering that their obligation was reciprocal, performance thereof must be
simultaneous. The mutual inaction of Cortes and the Corporation therefore gave rise to a
compensation morae or default on the part of both parties because neither has completed
their part in their reciprocal obligation. 2 0 Cortes is yet to deliver the original copy of the
notarized Deed and the TCTs, while the Corporation is yet to pay in full the agreed down
payment of P2,200,000.00. This mutual delay of the parties cancels out the effects of
default, 2 1 such that it is as if no one is guilty of delay. 2 2
We nd no merit in Cortes' contention that the failure of the Corporation to act on
the proposed settlement at the pre-trial must be construed against the latter. Cortes
argued that with his counsel's offer to surrender the original Deed and the TCTs, the
Corporation should have consigned the balance of the down payment. This argument
would have been correct if Cortes actually surrendered the Deed and the TCTs to the
Corporation. With such delivery, the Corporation would have been placed in default if it
chose not to pay in full the required down payment. Under Article 1169 of the Civil Code,
from the moment one of the parties ful lls his obligation, delay by the other begins. Since
Cortes did not perform his part, the provision of the contract requiring the Corporation to
pay in full the down payment never acquired obligatory force. Moreover, the Corporation
could not be faulted for not automatically heeding to the offer of Cortes. For one, its
complaint has a prayer for damages which it may not want to waive by agreeing to the
offer of Cortes' counsel. For another, the previous representation of Cortes that the TCTs
were already delivered to the Corporation when no such delivery was in fact made, is
enough reason for the Corporation to be more cautious in dealing with him. DaCEIc

The Court of Appeals therefore correctly ordered the parties to perform their
respective obligation in the contract of sale, i.e., for Cortes to, among others, deliver the
necessary documents to the Corporation and for the latter to pay in full, not only the down
payment, but the entire purchase price. And since the Corporation did not question the
Court of Appeal's decision and even prayed for its a rmance, its payment should rightfully
consist not only of the amount of P987,000.00, representing the balance of the
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 P2,200,000.00 down payment, but the total amount of P2,487,000.00, the remaining
balance in the P3,700,000.00 purchase price.
WHEREFORE, the petition is DENIED and the June 13, 1996 Decision of the Court of
Appeals in CA-G.R. CV No. 47856, is AFFIRMED.
SO ORDERED.
Panganiban, C.J., Austria-Martinez, Callejo, Sr. and Chico-Nazario, JJ., concur.

Footnotes
1. Penned by Associate Justice Eduardo G. Montenegro and concurred in by Associate
Justices Emeterio C. Cui and Jose C. De La Rama; rollo, pp. 33-51.
2. Penned by Judge Fernando P. Agdamag; rollo, pp. 66-68.
3. Complaint, records, pp. 1-2.
4. Exhibit "D," records, p. 10.

5. Records, pp. 1-4.

6. Id. at 35-39.
7. Id. at 102.
8. Id. at 50-51. Petitioner filed a motion for reconsideration but was denied on August 30,
1996; rollo, p. 53.
9. Asuncion v. Evangelista, 375 Phil. 328, 356 (1999), citing Tolentino, Arturo,
Commentaries and Jurisprudence on the Civil Code of the Phil., Vol. IV, 1985 edition, p.
175.
10. Agas v. Sabico, G.R. No. 156447, April 26, 2005, 457 SCRA 263, 275.
11. Rollo, p. 62.
12. TSN, March 11, 1986, records, p. 324.

13. Id. at 373.

14. "1. Upon execution of this instrument , the Vendee shall pay unto the Vendor sum of
TWO MILLION AND TWO HUNDRED THOUSAND (P2,200,000.00) PESOS, Philippine
Currency, less all advances paid by the Vendee to the Vendor in connection with the sale;
(Emphasis supplied)
15. Eastern Assurance & Surety Corporation v. Intermediate Appellate Court, G.R. No.
69450, November 22, 1988, 179 SCRA 561, 567.
16. TSN, March 11, 1988, records, 321-324.
17. Mr. Renato Dragon is the President of respondent Corporation and the signatory to the
Deed of Sale. See records, p. 11.
18. TSN, March 11, 1988, records, pp. 367-369.
19. TSN, October 27, 1989, records, pp. 389-390.

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 20. Paras, Civil Code, Book IV, Fourteenth edition, p. 123.
21. Vitug, Compendium of Civil Law and Jurisprudence, 1993 edition, p. 482.

22. Paras, supra.

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