VELASCO v. CA 51 SCRA 439, June 29, 1973


Petitioner: On November 29, 1962 parties entered into contract of sale of land for P100,000. The payment terms would be a down payment of P10,000 and 20,000 and the P70,000 is payable in installment. Petitioner then paid the P10,000 down payment on November 29, 1962. On January 8, 1964 he paid the remaining 20,000 but the respondent refused to accept and execute a deed of sale.

Respondent: No contract of sale was perfected because the minds of the parties did not meet. The property was leased by Socorro Velasco and the defendant indicated willingness in selling the property for 100,000 under the terms of P30,000 down payment, 20,000 of which to be paid on November 30, 1962 and the remaining 70,000 is payable in 10 years with 9% interest per annum. On November 29, 1962 Socorro paid 10,000, short of the alleged 20,000 agreed down payment. However, said payment was accepted. On January 8, 1964 Socorro tendered the 20,000 down payment but defendant refused to accept because the latter considered the contract rescinded on the account the former’s failure to complete the down payment on or before December 31, 1962.


WON a contracted sale was perfected between the parties.


No. The minds of the parties did not meet “in regard to the manner of payment.” It is not difficult to glean from the aforequoted averments that the petitioners themselves admit that they and the respondent still had to meet and agree on how and when the down-payment and the installment payments were to be paid. Such being the situation, it cannot, therefore, be said that a definite and firm sales agreement between the parties had been perfected over the lot in question. Indeed, this Court has already ruled before that a definite agreement on the manner of payment of the purchase price is an essential element in the formation of a binding and enforceable contract of sale.3 The fact, therefore, that the petitioners delivered to the respondent the sum of P10,000 as part of the down-payment that they had to pay cannot be considered as sufficient proof of the perfection of any purchase and sale agreement between the parties herein under article 1482 of the new Civil Code, as the petitioners themselves admit that some essential matter — the terms of payment — still had to be mutually covenanted.

Digest Credit: Rose May Erazo


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