by John Lloyd Macunat

FRANCISCO IRURETA GOYENA v. ILDEFONSO TAMBUNTING, GR No. 956, 1902-11-18

Facts:

The plaintiff's principal owned a tract of land

A broker, representing the plaintiff, stated to the defendant that this lot was for sale and, on... information received from the plaintiff, that it measured 23 meters in front and 8 meters in depth.

On March 12, 1901, the defendant signed the following document:

"On this date I have bought from Don Francisco Yrureta Goyena a lot at No. 20 Oalle San Jose, Ermita, for the sum of thirty-two hundred pesos, this money to be paid as soon as the bill of sale is signed. Manila, March 12, 1901. (Signed) Tambunting."

The plaintiff signed a similar document.

On the day assigned for the execution of... the instrument, all the parties being in the office of the notary, the defendant told the latter to insert in the writing the price, $3,200, and then refused to sign it because the lot did not contain the area which the plaintiff, through the broker, had represented that it... contained.

He expressed his willingness to sign it if a proportional reduction was made in the price. This the plaintiff refused to make, and this action was brought under article 1451 of the Civil Code.

Issues:

Is this a perfect contract ?

Ruling:

Article 1445 of the Civil Code is as follows: "By the contract of purchase and sale one of the contracting parties undertakes to deliver a specific thing, and the other to pay... therefore a price certain, in money or in some thing representing it."

Article 1450 of the same Code is a follows: "The sale shall he perfected between vendor and vendee and shall be binding on both of them, if they have agreed upon the thing which is the object of the contract and upon the price, even when neither has been delivered."

It can not be said that the purchase is not to be understood as perfected until the execution of the public instrument. That private document is not subject to any term or condition whatever. The least that can be said about the... private document is that it contains a promise to buy, not a mere project of sale, and a promise to buy, according to article 1451, confers upon the contracting parties the right to reciprocally demand the performance of the contract. If the contract were not perfected no right... would accrue in favor of the contracting parties to reciprocally demand its performance. A thing which has no existence can produce no effect.

Because it is merely a private document which contemplates the subsequent execution of a public instrument, it does not follow that it is not enforceable

"Contracts," says article 1278, "shall be obligatory whatever may he the form in which they... have been entered into, provided that the essential elements for their validity are present," to wit, a determinate thing, a price certain, and a meeting of the minds with respect to the object of the contract. Hence the contract in question is... obligatory.

Hence it follows that, whether evidenced by a public instrument or by a private document, the contract is what the words of the parties indicate.

It will not avail the defendant to say, "But my intention was not what my words express." The defendant bought a specific article... and agreed to pay $3,200 for it. The fact that the article is not as large as he thought it was does not relieve him from the necessity of paying that price.

It was just such cases as this that article 1471, 1, was intended to cover. If the defendant intended to buy by the meter... he should have so stated in the contract. Not only does the contract not so state, but there is no evidence in the case that the parties ever discussed at all the price which should be paid for each meter.

Principles: