G.R. No. 118248.

April 5, 2000
DKC HOLDINGS CORPORATION V. CA
FACTS:
The subject of the controversy is a 14,021 square meter parcel of land located in Valenzuela, which was
oriinally owned by private respondent Victor !" #artolome$s deceased mother, %ncarnacion #artolome,
under T&T 'o" #()*+1, of the -eister of .eeds of /etro /anila, .istrict 000" This lot was in front of
one of the te1tile plants of petitioner and, as such, was seen by the latter as a potential warehouse site" 2n
/arch 1+, 1344, petitioner entered into a &ontract of 5ease with 2ption to #uy with %ncarnacion
#artolome, whereby petitioner was iven the option to lease or lease with purchase the subject land,
which option must be e1ercised within a period of two years counted from the sinin of the &ontract" 0n
turn, petitioner undertoo6 to pay 7),000 a month as consideration for the reservation of its option" 8ithin
the two(year period, petitioner shall serve formal written notice upon the lessor %ncarnacion #artolome of
its desire to e1ercise its option" The contract also provided that in case petitioner chose to lease the
property, it may ta6e actual possession of the premises" 0n such an event, the lease shall be for a period of
si1 years, renewable for another si1 years, and the monthly rental fee shall be 71,,000 for the first si1
years and 714,000 for the ne1t si1 years, in case of renewal"
7etitioner reularly paid the monthly 7),000 provided for by the &ontract to %ncarnacion until her death
in 9anuary 1330" Thereafter, petitioner coursed its payment to private respondent Victor #artolome, bein
the sole heir of %ncarnacion" Victor, however, refused to accept these payments" /eanwhile, on 9anuary
10, 1330, Vi!or "#"$!"% &' A((i%&)i! o( S"l(*A%+$%i&!io' o)"r &ll !," prop"r!i"- o( .'&r'&io',
i'l$%i'/ !," -$0+"! lo!" :ccordinly, respondent -eister of .eeds cancelled T&T 'o" #()*+1, and
issued Transfer &ertificate of Title 'o" V(14243 in the name of Victor #artolome"
2n /arch 14, 1330, petitioner served upon Victor, via reistered mail, notice that it was e1ercisin its
option to lease the property, tenderin the amount of 71,,000 as rent for the month of /arch" A/&i',
Vi!or r"($-"% !o &"p! !," !"'%"r"% r"'!&l ("" &'% !o -$rr"'%"r po--"--io' o( !," prop"r!1 !o
p"!i!io'"r" 2n :pril 2), 1330, petitioner filed a complaint for specific performance and damaes
aainst Victor and the -eister of .eeds" 7etitioner prayed for the surrender and delivery of possession
of the subject land in accordance with the &ontract terms; the surrender of title for reistration and
annotation thereon of the &ontract" -T& dismissed the complaint"
0<<!%= 8>' the &ontract of 5ease with 2ption to #uy entered into by the late %ncarnacion #artolome
with petitioner was terminated upon her death and does not bind her sole heir, Victor, even after her
demise
?%5.= 'o, under both :rticle 1)11 of the &ivil &ode and jurisprudence, the leal heir, Victor, is bound
by the subject &ontract of 5ease with 2ption to #uy e1ecuted by his predecessor(in(interest, %ncarnacion"
0t is futile for Victor to insist that he is not a party to the contract because of the clear provision of :rticle
1)11 of the &ivil &ode" 0ndeed, bein an heir of %ncarnacion, there is privity of interest between him and
his deceased mother" H" o'l1 -$""%- !o 2,&! ri/,!- ,i- 3o!,"r ,&% &'% 2,&! i- )&li% &'% 0i'%i'/
&/&i'-! ,"r i- &l-o )&li% &'% 0i'%i'/ &- &/&i'-! ,i3" T," /"'"r&l r$l" i- !,&! ,"ir- &r" 0o$'% 01
o'!r&!- "'!"r"% i'!o 01 !,"ir pr"%""--or-*i'*i'!"r"-! e1cept when the rihts and obliations arisin
therefrom are not transmissible by @1A their nature, @2A stipulation or @)A provision of law"
The nature of intransmissible rihts as e1plained by :rturo Tolentino, an eminent civilist, is as follows=
B:mon contracts which are intransmissible are those which are purely personal, either
by provision of law, such as in cases of partnerships and aency, or by the very nature of
the obliations arisin therefrom, such as those requirin special personal qualifications
of the oblior" 0t may also be stated that contracts for the payment of money debts are not
transmitted to the heirs of a party, but constitute a chare aainst his estate" Thus, where
the client in a contract for professional services of a lawyer died, leavin minor heirs, and
the lawyer, instead of presentin his claim for professional services under the contract to
the probate court, substituted the minors as parties for his client, it was held that the
contract could not be enforced aainst the minors; the lawyer was limited to a recovery
on the basis of quantum meruit"B
0t has also been held that a ood measure for determinin whether a contract terminates upon the death of
one of the parties is whether it is of such a character that it may be performed by the promissor$s personal
representative" &ontracts to perform personal acts which cannot be as well performed by others are
dischared by the death of the promissor" Co')"r-"l1, 2,"r" !," -"r)i" or &! i- o( -$, & ,&r&!"r
!,&! i! 3&1 &- 2"ll 0" p"r(or3"% 01 &'o!,"r, or 2,"r" !," o'!r&!, 01 i!- !"r3-, -,o2- !,&!
p"r(or3&'" 01 o!,"r- 2&- o'!"3pl&!"%, %"&!, %o"- 'o! !"r3i'&!" !," o'!r&! or "#$-"
'o'p"r(or3&'""
0n the case at bar, there is no personal act required from the late %ncarnacion #artolome" -ather, the
obliation of %ncarnacion in the contract to deliver possession of the subject property to petitioner upon
the e1ercise by the latter of its option to lease the same may very well be performed by her heir Victor"
A- "&rl1 &- 1405, i! 2&- ,"l% !,&! 67H8" 2,o o'!r&!- %o"- -o (or ,i3-"l( &'% ,i- ,"ir- "B 0n 13,2, it
was ruled that if the predecessor was duty(bound to reconvey land to another, and at his death the
reconveyance had not been made, the heirs can be compelled to e1ecute the proper deed for
reconveyance" This was rounded upon the principle that heirs cannot escape the leal consequence of a
transaction entered into by their predecessor(in(interest because they have inherited the property subject
to the liability affectin their common ancestor"
0n the case at bar, the subject matter of the contract is li6ewise a lease, which is a property riht" T,"
%"&!, o( & p&r!1 %o"- 'o! "#$-" 'o'p"r(or3&'" o( & o'!r&! 2,i, i')ol)"- & prop"r!1 ri/,!, &'%
!," ri/,!- &'% o0li/&!io'- !,"r"$'%"r p&-- !o !," p"r-o'&l r"pr"-"'!&!i)"- o( !," %""&-"%" <imilarly,
nonperformance is not e1cused by the death of the party when the other party has a property interest in
the subject matter of the contract"