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    Teodosio - Adelfa Properties Vs CA

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    This case involves a dispute over an "Exclusive Option to Purchase" agreement between Adelfa Properties, Inc. and Rosario Jimenez-Castañeda and Salud Jimenez regarding a parcel of land. Under the agreement, Adelfa paid an option money but before it could pay the full purchase price, a lawsuit was filed against the parties. Adelfa then informed the private respondents it would hold payment until the case was settled. When the case was dismissed, Adelfa tried to pay the purchase price but the private respondents refused. The private respondents then filed a case to annul the contract. The court ruled the agreement was a contract to sell, not a contract of sale, since ownership was not intended

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    Teodosio - Adelfa Properties Vs CA

    Uploaded by

    Kpop Fan
    73 views1 page
    This case involves a dispute over an "Exclusive Option to Purchase" agreement between Adelfa Properties, Inc. and Rosario Jimenez-Castañeda and Salud Jimenez regarding a parcel of land. Under the agreement, Adelfa paid an option money but before it could pay the full purchase price, a lawsuit was filed against the parties. Adelfa then informed the private respondents it would hold payment until the case was settled. When the case was dismissed, Adelfa tried to pay the purchase price but the private respondents refused. The private respondents then filed a case to annul the contract. The court ruled the agreement was a contract to sell, not a contract of sale, since ownership was not intended

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    Adelfa Properties vs CA

    Original Title

    Teodosio- Adelfa Properties vs CA

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    This case involves a dispute over an "Exclusive Option to Purchase" agreement between Adelfa Properties, Inc. and Rosario Jimenez-Castañeda and Salud Jimenez regarding a parcel of land. Under the agreement, Adelfa paid an option money but before it could pay the full purchase price, a lawsuit was filed against the parties. Adelfa then informed the private respondents it would hold payment until the case was settled. When the case was dismissed, Adelfa tried to pay the purchase price but the private respondents refused. The private respondents then filed a case to annul the contract. The court ruled the agreement was a contract to sell, not a contract of sale, since ownership was not intended

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    73 views1 page

    Teodosio - Adelfa Properties Vs CA

    Uploaded by

    Kpop Fan
    This case involves a dispute over an "Exclusive Option to Purchase" agreement between Adelfa Properties, Inc. and Rosario Jimenez-Castañeda and Salud Jimenez regarding a parcel of land. Under the agreement, Adelfa paid an option money but before it could pay the full purchase price, a lawsuit was filed against the parties. Adelfa then informed the private respondents it would hold payment until the case was settled. When the case was dismissed, Adelfa tried to pay the purchase price but the private respondents refused. The private respondents then filed a case to annul the contract. The court ruled the agreement was a contract to sell, not a contract of sale, since ownership was not intended

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    ADELFA PROPERTIES, INC., vs.

    COURT OF APPEALS, ROSARIO JIMENEZ-


    CASTAÑEDA and SALUD JIMENEZ
    G.R. No. 111238 January 25, 1995
    FACTS:
    Private respondents and their brothers Jose and Dominador were the registered CO-
    OWNERS of a parcel of land in Las Pinas, covered by a TCT No. 309773
    Jose and Dominador sold their share (eastern portion of the land) to Adelfa Properties Inc.
    (Adelfa for brevity). Thereafter, Adelfa expressed interest in buying the western portion of
    the property from private respondents herein. Accordingly, an “Exclusive Option to
    Purchase” was executed between Adelfa and private respondents and an option money of
    50,000 was given to the latter.
    Before Adelfa could make payments, it received summons as a case was filed (RTC
    Makati) against Jose and Dominador and Adelfa, because of a complaint in a civil case by
    the nephews and nieces of private respondents herein. As a consequence, Adelfa, through
    a letter, informed the private respondents that it would hold payment of the full purchase
    price and suggested that they settle the case with their said nephews and nieces. Salud did
    not heed the suggestion; respondents informed Atty. Bernardo that they are canceling the
    transaction. Atty. Bernardo made offers but they were all rejected.
    Atty. Bernardo wrote private respondents informing them that in view of the dismissal of
    the case, Adelfa is willing to pay the purchase price, and requested that the corresponding
    deed of Absolute Sale be executed. This was ignored by private respondents.
    Private respondents sent a letter to Adelfa enclosing therein a check representing the refund
    of half the option money paid under the exclusive option to purchase, and requested Adelfa
    to return the owner’s duplicate copy of Salud. Adelfa failed to surrender the certificate of
    title, hence the private respondents filed a civil case before the RTC Pasay, for annulment
    of contract with damages. The trial court directed the cancellation of the exclusive option
    to purchase.
    ISSUE:
    Whether or not the "Exclusive Option to Purchase" executed between petitioner Adelfa
    Properties, Inc. and private respondents Rosario Jimenez-Castañeda and Salud Jimenez is
    an option contract.
    RULING:
    The option contract between the parties is a contract to sell and not a contract of sale. The
    distinction between the two is important for in contract of sale, the title passes to the vendee
    upon the delivery of the thing sold; whereas in a contract to sell, by agreement the
    ownership is reserved in the vendor and is not to pass until the full payment of the price.
    Two features which convince that parties never intended to transfer ownership except upon
    full payment of purchase price: (1) the exclusive option to purchase does not mention that
    Adelfa is obliged to return possession or ownership of property as consequence of non-
    payment; and (2) no delivery, actual or constructive, was made to them; option to purchase
    was not included in a public instrument which would have effect of delivery. Neither did
    Adelfa take actual, physical possession of the property at any given time. With this regard,
    there was an implied agreement that ownership shall not pass to the purchaser until he had
    fully paid the price. Also, the alleged option money was actually earnest money since the
    amount was not distinct from the cause or consideration for the sale of the property, but
    was itself a part thereof.

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