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Republic of the Philippines

SUPREME COURT

Manila

THIRD DIVISION

 

G.R. No. 116635 July 24, 1997

CONCHITA NOOL !" GAU#ENCIO ALMOJERA, petitioner,

vs.

COURT O$ APPEALS, ANACLETO NOOL !" EMILIA NE%RE, respondents.

 

PANGANI%AN,J.:

  contract of repurchase arisin! out of a contract of sale "here the seller did not have an# title to the

propert# $sold$ is not valid. Since nothin! "as sold, then there is also nothin! to repurchase.

Statement of the Case

This postulate is e%plained b# this &ourt as it resolves this petition for revie" on certiorari assailin!

the 'anuar# (), *++ Decision 1 of Respondent &ourt of ppeals 2 in &-.R. &V No. /01, affir2in!

the decision 3 of the trial court 4"hich disposed as follo"s3 5

4H5R56OR5, 7ud!2ent is hereb# rendered dis2issin! the co2plaint for no causeof action, and hereb#3

*. Declarin! the private "ritin!, 5%hibit $&$, to be an option to sell, not

bindin! and considered validl# "ithdra"n b# the defendants for "ant

of consideration8

(. Orderin! the plaintiffs to return to the defendants the su2 of

P),))).)) plus interest thereon at the le!al rate, fro2 the ti2e of

filin! of defendants9 counterclai2 until the sa2e is full# paid8

. Orderin! the plaintiffs to deliver peaceful possession of the t"ohectares 2entioned in para!raph 1 of the co2plaint and in para!raph

* of defendants9 ans"er :counterclai2;8

0. Orderin! the plaintiffs to pa# reasonable rents on said t"o hectares

at P

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of this decision, until the said t"o hectares shall have been delivered

to the defendants8 and

an? of the Philippines, throu!h ne!otiated sale, and

"ere 2isled b# plaintiffs "hen defendant nacleto Nool si!ned the private "ritin!,

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a!reein! to return sub7ect lands "hen plaintiffs have the 2one# to redee2 the sa2e8

defendant nacleto havin! been 2ade to believe, then, that his sister, &onchita, still

had the ri!ht to redee2 the said properties.

The pivot of in@uir# here, as aptl# observed belo", is the nature and si!nificance of

the private docu2ent, 2ar?ed 5%hibit $D$ for plaintiffs, "hich docu2ent has not beendenied b# the defendants, as defendants even averred in their ns"er that the# !ave

an advance pa#2ent of P),))).)) therefor, and ac?no"led!ed that the# had a

balance of P*0,))).)) to co2plete their pa#2ent. On this crucial issue, the lo"er

court ad7ud!ed the said private "ritin! :5%hibit $D$; as an option to sell not bindin!

upon and considered the sa2e validl# "ithdra"n b# defendants for "ant of

consideration8 and decided the case in the 2anner above-2entioned.

There is no @uibble over the fact that the t"o :(; parcels of land in dispute "ere

2ort!a!ed to the Develop2ent >an? of the Philippines, to secure a loan obtained b#

plaintiffs fro2 D>P :Ila!an >ranch;, Ila!an, Isabela. 6or the non-pa#2ent of said

loan, the 2ort!a!e "as foreclosed and in the process, o"nership of the 2ort!a!edlands "as consolidated in D>P :5%hibits and 0 for defendants;. fter D>P beca2e

the absolute o"ner of the t"o parcels of land, defendants ne!otiated "ith D>P and

succeeded in bu#in! the sa2e. ># virtue of such sale b# D>P in favor of defendants,

the titles of D>P "ere cancelled and the correspondin! Transfer &ertificates of Title

:nne%es $&$ and $D$ to the &o2plaint; issued to the defendants. &

It should be stressed that Manuel S. Mallorca, authoriAed officer of D>P, certified that the one-#ear

rede2ption period "as fro2 March */, *+=( up to March *P beca2e the absolute o"ner of said

parcels of land for "hich it "as issued ne" certificates of title, both entered on Ma# (, *+= b# the

Re!istr# of Deeds for the Province of Isabela. 1' bout t"o #ears thereafter, on pril *, *+=P entered

into a Deed of &onditional Sale 11 involvin! the sa2e parcels of land "ith Private Respondent nacleto

Nool as vendee. Subse@uentl#, the latter "as issued ne" certificates of title on 6ebruar# =, *+==. 12

The &ourt of ppeals ruled3 13

4H5R56OR5, findin! no reversible error infir2in! it, the appealed 'ud!2ent is

hereb# 66IRM5Din toto. No pronounce2ent as to costs.

The Issues

Petitioners i2pute to Respondent &ourt the follo"in! alle!ed $errors$3

*. The Honorable &ourt of ppeals, Second Division has 2isapplied the le!al i2port

or 2eanin! of 5%hibit $&$ in a "a# contrar# to la" and e%istin! 7urisprudence in

statin! that it has no bindin! effect bet"een the parties and considered validl#

"ithdra"n b# defendants-appellees for "ant of consideration.

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(. The Honorable &ourt of ppeals, Second Division has 2iserabl# failed to !ive

le!al si!nificance to the actual possession and cultivation and appropriatin!

e%clusivel# the pala# harvest of the t"o :(; hectares land pendin! the pa#2ent of the

re2ainin! balance of fourteen thousand pesos :P*0,))).)); b# defendants-

appellees as indicated in 5%hibit $&$.

. The Honorable &ourt of ppeals has seriousl# erred in affir2in! the decision of the

lo"er court b# a"ardin! the pa#2ent of rents per annum and the return of

P),))).)) and not allo"in! the plaintiffs-appellants to re-ac@uire the four :0;

hectares, 2ore or less upon pa#2ent of one hundred thousand pesos :P*)),))).));

as sho"n in 5%hibit $D$. 14

The Court's Ruling 

The petition is bereft of 2erit.

First Issue3 Are Exhibits "C" and "D" alid and Enforceable!

The petitioner-spouses plead for the enforce2ent of their a!ree2ent "ith private respondents as

contained in 5%hibits $&$ and $D,$ and see? da2a!es for the latter9s alle!ed breach thereof. In

5%hibit &, "hich "as a private hand"ritten docu2ent labeled b# the parties as Resibo ti

atulagan or Receipt of !ree2ent, the petitioners appear to have $sold$ to private respondents the

parcels of land in controvers# covered b# T&T No. T-10+e that as it 2a#, it is evident that "hen petitioners sold said land to the &abi!as

spouses, the# "ere no lon!er o"ners of the sa2e and the sale is null and void.

In the present case, it is clear that the sellers no lon!er had an# title to the parcels of land at the ti2e

of sale. Since 5%hibit D, the alle!ed contract of repurchase, "as dependent on the validit# of 5%hibit

&, it is itself void. void contract cannot !ive rise to a valid one. 17 Veril#, rticle *0(( of the &ivil &ode

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provides that $:a; contract "hich is the direct result of a previous ille!al contract, is also void and

ine%istent.$

4e should ho"ever add that Dignos did not cite its basis for rulin! that a $sale is null and void$

"here the sellers $"ere no lon!er the o"ners$ of the propert#. Such a situation :"here the sellers

"ere no lon!er o"ners; does not appear to be one of the void contracts enu2erated in rticle *0)+

of the &ivil &ode. 1& Moreover, the &ivil &ode 19itself reco!niAes a sale "here the !oods are to be

$ac@uired . . . b# the seller after the perfection of the contract of sale,$ clearl# i2pl#in! that a sale is

possible even if the seller "as not the o"ner at the ti2e of sale, provided he ac@uires title to the propert#

later on.

In the present case ho"ever, it is li?e"ise clear that the sellers can no lon!er deliver the ob7ect of the

sale to the bu#ers, as the bu#ers the2selves have alread# ac@uired title and deliver# thereof fro2

the ri!htful o"ner, the D>P. Thus, such contract 2a# be dee2ed to be inoperative 2' and 2a# thus

fall, b# analo!#, under ite2 no. < of rticle *0)+ of the &ivil &ode3 $Those "hich conte2plate an

i2possible service.$ rticle *0P to sell the propert# to the private respondents.

'urisprudence, on the other hand, teaches us that $a person can sell onl# "hat he o"ns or is

authoriAed to sell8 the bu#er can as a conse@uence ac@uire no 2ore than "hat the seller can le!all#

transfer.$ 21 No one can !ive "hat he does not have nono dat %uod non habet . On the other hand,

5%hibit D presupposes that petitioners could repurchase the propert# that the# $sold$ to private

respondents. s petitioners $sold$ nothin!, it follo"s that the# can also $repurchase$ nothin!. Nothin!sold, nothin! to repurchase. In this li!ht, the contract of repurchase is also inoperative and b# the sa2e

analo!#, void.

Contract of Repurchase

Dependent on alidit& of Sale

 s borne out b# the evidence on record, the private respondents bou!ht the t"o parcels of land

directl# fro2 D>P on pril *, *+=< after discoverin! that petitioners did not o"n said propert#, the

sub7ect of 5%hibits & and D e%ecuted on Nove2ber ), *+=0. Petitioners, ho"ever, clai2 that the#

can e%ercise their alle!ed ri!ht to $repurchase$ the propert#, after private respondents had ac@uired

the sa2e fro2 D>P. 22 4e cannot accede to this, for it clearl# contravenes the intention of the parties andthe nature of their a!ree2ent. 5%hibit D reads3

4 R I T I N

Nov. )

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That I, nacleto Nool have bou!ht fro2 2# sister &onchita Nool a land an area of

four hectares :0 has.; in the value of One Hundred Thousand :*)),))).)); Pesos. It

is our a!ree2ent as brother and sister that she can ac%uire bac or repurchase later

on said land "hen she has the 2one#. B52phasis suppliedC.

 s proof of this a!ree2ent "e si!n as brother and sister this "ritten docu2ent thisda# of Nov. ), *+=0, at District 0, San Manuel, Isabela.

S!d A(

* (**

 naclet

S!d 52ilio Paron

4itness

S!d Co

(ool 

&onchit

One $repurchases$ onl# "hat one has previousl# sold. In other "ords, the ri!ht to repurchase

presupposes a valid contract of sale bet"een the same parties. Endisputedl#, private respondents

ac@uired title to the propert# fro2 D>P, and not fro2 petitioners.

 ssu2in! arguendo that 5%hibit D is separate and distinct fro2 5%hibit & and is not affected b# the

nullit# of the latter, still petitioners do not thereb# ac@uire a ri!ht to repurchase the propert#. In thatscenario, 5%hibit D ceases to be a $ri!ht to repurchase$ ancillar# and incidental to the contract of

sale8 rather, it beco2es an accepted unilateral pro2ise to sell. rticle *01+ of the &ivil &ode,

ho"ever, provides that $an accepted unilateral pro2ise to bu# or sell a deter2inate thin! for a price

certain is bindin! upon the pro2issor if the pro2ise is supported b# a consideration distinct fro2 the

price.$ In the present case, the alle!ed "ritten contract of repurchase contained in 5%hibit D is bereft

of an# consideration distinct fro2 the price. ccordin!l#, as an independent contract, it cannot bind

private respondents. The rulin! in Diamante vs. CA 24 supports this. In that case, the &ourt throu!h Mr.

'ustice Hilario . Davide, 'r. e%plained3

 rticle */)* of the &ivil &ode provides3

&onventional rede2ption shall ta?e place "hen the vendor reserves the ri!ht to

repurchase the thin! sold, "ith the obli!ation to co2pl# "ith the provisions of article

*/*/ and other stipulations "hich 2a# have been a!reed upon.

In illarica# et al . s. Court of Appeals# et al ., decided on (+ Nove2ber *+/=, or

barel# seven :1; da#s before the respondent &ourt pro2ul!ated its decisions in this

case, this &ourt, interpretin! the above rticle, held3

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The ri!ht of repurchase is not a ri!ht !ranted the vendor b# the vendee in a

subse@uent instru2ent, but is a ri!ht reserved b# the vendor in the sa2e instru2ent

of sale as one of the stipulations of the contract. Once the instru2ent of absolute

sale is e%ecuted, the vendor can not lon!er reserve the ri!ht to repurchase, and an#

ri!ht thereafter !ranted the vendor b# the vendee in a separate instru2ent cannot be

a ri!ht of repurchase but so2e other ri!ht li?e the option to bu# in the instant case. . ..

In the earlier case of Ramos# et al . $s. Icasiano# et al ., decided in *+(1, this &ourt

had alread# ruled that $an agreement to repurchase becomes a promise to sell +hen

made after the sale# because +hen the sale is made +ithout such an agreement# the

 purchaser ac%uires the thing sold absolutel and if he after+ards grants the $endor

the right to purchase# it is a ne+ contract entered into b& the purchaser# as absolute

o+ner alread& of the ob,ect . In that case the vendor has nor reserved to hi2self the

ri!ht to repurchase.

In da. De Cru-o# et al . $s. &arriaga# et al . this &ourt found another occasion toappl# the fore!oin! principle.

Hence, the *ption to Repurchase executed b& pri$ate respondent in the present

case# +as merel& a promise to sell# +hich must be go$erned b& Article ./01 of the

Ci$il Code "hich reads as follo"s3

 rt. *01+. pro2ise to bu# and sell a deter2inate thin! for a price certain is

reciprocall# de2andable.

 n accepted unilateral pro2ise to bu# or to sell a deter2inate thin! for a price certain

is bindin! upon the pro2issor if the pro2ise is supported b# a consideration distinctfro2 the price.

Right to Repurchase 2ased on

3omestead or Trust (on4Existent 

Petitioners also base their alle!ed ri!ht to repurchase on :*; Sec. **+ of the Public Fand ct 25 and

:(; an i2plied trust relation as $brother and sister.$ 26

The &ourt notes that Victorino Nool and 6rancisco Nool 2ort!a!ed the land to D>P. The brothers,

to!ether "ith &onchita Nool and nacleto Nool, "ere all siblin!s and heirs @ualified to repurchase

the t"o parcels of land under Sec. **+ of the Public Fand ct "hich provides that $:e;ver#conve#ance of land ac@uired under the free patent or ho2estead provisions, "hen proper, shall be

sub7ect to repurchase b# the applicant, his "ido" or le!al heirs, "ithin a period of five #ears fro2 the

date of conve#ance.$ ssu2in! the applicabilit# of this statutor# provision to the case at bar, it is

indisputable that Private Respondent nacleto Nool alread# repurchased fro2 D>P the contested

properties. Hence, there "as no 2ore ri!ht of repurchase that his sister &onchita or brothers

Victorino and 6rancisco could e%ercise. The properties "ere alread# o"ned b# an heir of the

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ho2estead !rantee and the rationale of the provision to ?eep ho2estead lands "ithin the fa2il# of

the !rantee "as thus fulfilled. 27

The clai2 of a trust relation is li?e"ise "ithout 2erit. The records sho" that private respondents did

not purchase the contested properties fro2 D>P in trust for petitioners. The for2er, as previousl#

2entioned, in fact bou!ht the land fro2 D>P upon realiAation that the latter could not validl# sell thesa2e. Obviousl#, petitioners bou!ht it for the2selves. There is no evidence at all in the records that

the# bou!ht the land in trust for private respondents. The fact that nacleto Nool "as the #oun!er

brother of &onchita Nool and that the# si!ned a contract of repurchase, "hich as discussed earlier

"as void, does not prove the e%istence of an i2plied trust in favor of petitioners.

Second Issue3 (o Estoppel in Impugning the

alidit& of oid Contracts

Petitioners ar!ue that $"hen nacleto Nool too? the possession of the t"o hectares, 2ore or less,

and let the other t"o hectares to be occupied and cultivated b# plaintiffs-appellant, nacleto Nool

cannot later on disclai2 the ter2s or contions :sic ; a!reed upon and his actuation is "ithin the a2bitof estoppel . . . 2& 4e disa!ree. The private respondents cannot be estopped fro2 raisin! the defense of

nullit# of contract, speciall# in this case "here the# acted in !ood faith, believin! that indeed petitioners

could sell the t"o parcels of land in @uestion. rticle *0*) of the &ivil &ode 2andates that $:t;he action or

defense for the declaration of the ine%istence of a contract does not prescribe.$ It is a "ell-settled doctrine

that $as bet"een parties to a contract, validit# cannot be !iven to it b# estoppel if it is prohibited b# la" or

it is a!ainst public polic# :*+ 2. 'ur. =)(;. It is not "ithin the co2petence of an# citiAen to barter a"a#

"hat public polic# b# la" see?s to preserve.$ 29 Thus, it is i22aterial that private respondents initiall#

acted to i2ple2ent the contract of sale, believin! in !ood faith that the sa2e "as valid. 4e stress that a

contract void at inception cannot be validated b# ratification or prescription and certainl# cannot be

bindin! on or enforceable a!ainst private respondents. 3'

Third Issue3 Return of 567#777 .77 +ith Interest 

and 5a&ment of Rent 

Petitioners further ar!ue that it "ould be a $2iscarria!e of 7ustice$ to order the2 :*; to return the su2

of P),))).)) to private respondents "hen alle!edl# it "as Private Respondent nacleto Nool "ho

o"ed the for2er a balance of P*0,))).)) and :(; to order petitioners to pa# rent "hen the# $"ere

allo"ed to cultivate the said t"o hectares.$ 31

4e are not persuaded. >ased on the previous discussion, the balance of P*0,))).)) under the void

contract of sale 2a# not be enforced. Petitioners are the ones "ho have an obli!ation to return "hat

the# undul# and i2properl# received b# reason of the invalid contract of sale. Since the# cannot

le!all# !ive title to "hat the# $sold,$ the# cannot ?eep the 2one# paid for the ob7ect of the sale. It is

basic that $:e;ver# person "ho throu!h an act of perfor2ance b# another, or an# other 2eans,

ac@uires or co2es into possession of so2ethin! at the e%pense of the latter "ithout 7ust or le!al

!round, shall return the sa2e.$ 32 Thus, if a void contract has alread# $been perfor2ed, the restoration of 

"hat has been !iven is in order.$ 33 &orollaril# and as aptl# ordered b# respondent appellate court, interest

thereon "ill run onl# fro2 the ti2e of private respondents9 de2and for the return of this a2ount in their

counterclai2. 34 In the sa2e vein, petitioners9 possession and cultivation of the t"o hectares are anchored

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on private respondents9 tolerance. &learl#, the latter9s tolerance ceased upon their counterclai2 and

de2and on the for2er to vacate. Hence, their ri!ht to possess and cultivate the land ipso facto ceased.

4H5R56OR5, the petition is D5NI5D and the assailed Decision of the &ourt of ppeals affir2in!

that of the trial court is hereb# 66IRM5D.

SO ORD5R5D.

DI5ST

Nool v. & B.R. No. **//

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The trial court ruled in favor of the defendants, declarin! the private "ritin! to be an option to sell,

not bindin! and considered validl# "ithdra"n b# the defendants for "ant of consideration8 orderin!

the plaintiffs to return to the defendants the su2 of P),))).)) plus interest thereon at the le!al rate,

fro2 the ti2e of filin! of defendantsG counterclai2 until the sa2e is full# paid8 to deliver peaceful

possession of the ( hectares8 and to pa# reasonable rents on said ( hectares at PP to sell the propert# to the private respondents. 6urther, the contract of

repurchase that the parties entered into presupposes that petitioners could repurchase the propert#

that the# sold to private respondents. s petitioners sold nothin!, it follo"s that the# can also

repurchase nothin!. In this li!ht, the contract of repurchase is also inoperative and b# the sa2e

analo!#, void.