CASE NO.

1
CORONEL VS. COURT OF APPEALS
263 SCRA 15
OCTOBER 07, 1996

FACTS: On January 19, 1985 the defendants-petitioners Romulo Coronel received from Concepcion a
sum of Php 50,000.00 representing the down payment of petitioners ancestral house (registered under
the name of petitioners father) with a total agreed price of Php 1,240,000.00. The Deed of Absolute
Sale shall be executed by petitioner upon full payment of the remaining balance. Proof of payment of
the Php 50,000.00 payment is the document executed by petitioner entitled Receipt of down
payment. (Exh A)
On February 6, 1985, the property originally registered in the name of Romulo Coronels father was
transferred in their names under TCT No. 327043.
On February 18, 1985, the CORONELS sold the property to intervenor-appellant Catalina for Php
1,580,000.00 after the latter has paid Php 300,000.00 (Exhs F-3). For this reason, Romulo Coronel
canceled and rescinded the contract with Concepcion by depositing the down payment in the bank.
On February 22, 1985, Concepcion et al filed a complaint for specific performance against Coronels and
caused the annotation of a notice of lis pendens at the back of the TCT No. 327043.
On April 2, 1985, Catalina caused the annotation of a notice of adverse claim covering the same property
with the Registry of Deeds of Quezon City.
On April 25, 1985, the Coronels executed a Deed of Absolute Sale over the said property in favor of
Catalina.
On June 5, 1985, a new title over the subject property was issued in the name of Catalina under TCT No.
351582.
In the course of the proceedings before the trial court, the parties agreed to submit the case for decision
solely on the basis of documentary exhibits.
The RTC and the CA ruled in favor of Concepcion. Hence this petition filed on March 5, 1992.
ISSUE: WON there was a contract of sale between petitioner and Concepcion.
HELD: The Supreme Court held that, Sale, by its very nature, is a consensual contract because it is
perfected by mere consent. The essential elements of a contract of sale are the following:
a) Consent or meeting of the minds, that is, CONSENT TO TRANSFER OWNERSHIP in exchange for
the price.
b) Determinate subject matter; and
c) Price certain in money or its equivalent
Hence, the contract between the petitioner and respondent (Concepcion) was a contract to sell and
NOT a Contract of Sale because the ownership or the title is retained by the seller and is not to pass
until the full payment of the price, such payment being a positive suspensive condition and failure of
which is not a breach, casual or serious, but simply an event that prevented the obligation of the
vendor to convey title from acquiring binding force.
Stated positively, upon the fulfillment of the suspensive condition which is the full payment of the
purchase price, the prospective sellers obligation to sell the subject property by entering into a
contract of sale with the prospective buyer becomes demandable.