Concepcion Ainza et al v. Antonio and Eugenia Padua

June 30, 2005, 462 scra 614

Meeting of the Minds in a Contract of Sale

This is a case involving family members. In April 1987, Ainza and her daughter Eugenia orally agreed that Ainza pay P100k in exchange for half of the portion of Eugenia’s undivided conjugal property (a lot located in QC). No Deed of Absolute Sale was executed. There was physical delivery of the land through Concepcion’s other daughter (Natividad) acting as atty-in-fact. Concepcion thereafter allowed Natividad and her husband occupy the purchased portion of the land.

In 1994, Antonio caused the division of the lot into three (two were occupied by the spouses), necessarily displacing Natividad. He also had each subdivision titled. Antonio requested Natividad to vacate the premises. Antonio averred that his wife only admitted of selling 1/3 of the property to Concepcion for which a receipt was issued signed by Concepcion. The RTC ruled in favor of Concepcion. The CA reversed the RTC ruling. CA explained that the property is conjugal hence the sale should have been with Antonio’s consent.

ISSUE: Whether or not the contract of sale between Ainza and Eugenia is valid.

HELD: Yes it is valid until annulled (voidable). There was a perfected contract of sale between Eugenia and Concepcion. The records show that Eugenia offered to sell a portion of the property to Concepcion, who accepted the offer and agreed to pay P100, as consideration. The contract of sale was consummated when both parties fully complied with their respective obligations. Eugenia delivered the property to Concepcion, who in turn, paid Eugenia the price of P100,, as evidenced by the receipt. Since the land was undivided when it was sold, Concepcion is entitled to have half of it.

Antonio cannot, however, attack the validity of the sale b/n his wife and his mom-in-law, either under the Family Code or the Old Civil Code due to prescription. The sale came to his knowledge in 1987. He only filed the case in 1999. His right prescribed in 1993 (under the FC [5 years]) and 1997 (under OCC [10 years]).