G.R. No.

171399 May 8, 2009 the Register of Deeds of Cavite, Defendants," which

was pending before the Regional Trial Court (RTC),
VICENTA CANTEMPRATE, ZENAIDA DELFIN, ELVIRA Branch 19, Bacoor, Cavite. Leticia Ligon was said to
MILLAN, FEVITO G. OBIDOS, MACARIO YAP, have intervened in the said civil case.13
CARMEN YAP, LILIA CAMACHO, LILIA MEJIA, EMILIA
DIMAS, ESTRELLA EUGENIO, MILAGROS L. CRUZ, Casal further averred that the obligation to deliver
LEONARDO ECAT, NORA MASANGKAY, JESUS the certificate of titles without encumbrance fell on
AYSON, NILO SAMIA and CARMENCITA LORNA respondent CRS Realty on the following grounds: (1)
RAMIREZ, Petitioners, as stipulated in the subdivision development
vs. agreement between respondents Casal and CRS
CRS REALTY DEVELOPMENT CORPORATION, Realty executed on 06 September 1988, the
CRISANTA SALVADOR, CESAR CASAL, BENNIE certificates of title of the subdivision lots would be
CUASON and CALEB ANG, Respondents. transferred to the developer or buyers thereof only
upon full payment of the purchase price of each lot;
Vicenta Cantemprate, Zenaida Delfin, Elvira Millan, (2) the contracts to sell were executed between
Fevito G. Obidos, Macario Yap, Carmen Yap, Lilia petitioners and respondent CRS Realty; and (3) the
Camacho, Lilia Mejia, Emilia Dimas, Estrella Eugenio, monthly amortizations were paid to respondent CRS
Milagros L. Cruz, Leonardo Ecat, Nora Masangkay, Realty and not to respondent Casal.14
Jesus Ayson, Nilo Samia, Carmencita Morales and
Lorna Ramirez ( herein PETITIONERS) filed before Respondent Casal also alleged that he subsequently
the HLURB a complaint6 for the delivery of entered into a purchase agreement over the unsold
certificates of title against CRS Realty (RESP). portions of the subdivision with respondents Ang,
Cuason and one Florinda Estrada who assumed the
The complaint alleged that respondent Casal was the obligation to reimburse the amortizations already
owner of a parcel of land situated in General paid by petitioners.15
Mariano Alvarez, Cavite known as the CRS Farm
Estate while respondent Salvador was the president In her answer, respondent Salvador alleged that the
of respondent CRS Realty, the developer of CRS Farm failure by respondent Casal to comply with his
Estate. obligation under the first agreement to deliver to
CRS or the buyers the certificates of title was caused
Petitioners averred that they had bought on an by the annotation of the notice of lis pendens on the
installment basis subdivision lots from respondent certificate of title covering the subdivision property.
and had paid in full the agreed purchase prices; but He further averred that the prior agreements dated
notwithstanding the full payment and despite 6 September 1988 and 08 August 1989 between
demands, respondents failed and refused to deliver respondents Casal and CRS Realty were superseded
the corresponding certificates of title to petitioners. by an agreement dated 30 August 1996 between
They prayed that respondents be ordered to deliver respondents Casal and Salvador. In the subsequent
the certificates of title corresponding to the said lots agreement, respondent Casal purportedly assumed
plus damages. full responsibility for the claims of the subdivision lot
buyers while respondent Salvador sold her share in
An amended complaint was subsequently filed CRS Realty and relinquished her participation in the
business.
impleading other respondents, among them, the
Heirs of Vitaliano and Enrique Laudiza, who were the
Respondents Ang and Cuason claimed in their
predecessors-in-interest of respondent Casal, and
answer with counterclaim16 that respondent Casal
respondents Bennie Cuason and Caleb Ang, to
remained the registered owner of the subdivided
whom respondent Casal purportedly transferred the
lots when they were transferred to them and that
subdivision lots and one Leticia Ligon. It alleged that
the failure by petitioners to annotate their claims on
by virtue of the deed of absolute sale executed
the title indicated that they were unfounded.
between respondent Casal and respondents Ang and
Cuason, Transfer Certificate of Title (TCT) No.
669732 covering the subdivided property was issued
in the names of respondents Ang and Cuason as ISSUES:
registered owners thereof.10
(1) WON the absence of a license to sell has
rendered the sales void;
Casal averred that despite his willingness to deliver
them, petitioners refused to accept the certificates
(2) WON the subsequent sale to respondent Cuason
of title with notice of lis pendens covering the
subdivision lots. The notice of lis pendens pertained and Ang constitute double sale;
to Civil Case No. BCV-90-14, entitled "Heirs of
Vitaliano and Enrique Laudiza, represented by their (3) WON t the HLURB has jurisdiction over
Attorney-In-Fact Rosa Medina, Plaintiffs, v. Cesar E. petitioners complaint;
Casal, CRS Realty and Development Corporation and
1. NO. THE SALE IS VALID. constitute a breach of respondents obligation to
issue the certificate of title to petitioners, if not an
The only requisite for a contract of sale or contract unsound business practice punishable under Section
to sell to exist in law is the meeting of minds upon 1 of P.D. No. 1344. The HLURB cannot shirk from its
the thing which is the object of the contract and the mandate to enforce the laws for the protection of
price, including the manner the price is to be paid subdivision buyers.
by the vendee. Under Article 1458 of the New Civil
Code, in a contract of sale, whether absolute or In the instant case, the contract to sell itself
conditional, one of the contracting parties obliges expressly obliges the vendor to cause the issuance of
himself to transfer the ownership of and deliver a the corresponding certificate of title upon full
determinate thing, and the other to pay therefor a payment of the purchase price, to wit:
price certain in money or its equivalent.29
The HLURB has exclusive jurisdiction over the
In the instant case, the failure by respondent CRS complaint for specific performance to compel
Realty to obtain a license to sell the subdivision lots respondents CRS Realty, Casal and Salvador as
does not render the sales void on that ground alone subdivision owners and developers to deliver to
especially that the parties have impliedly admitted petitioners the certificates of title after full payment
that there was already a meeting of the minds as to of the subdivision lots.
the subject of the sale and price of the contract.
On this score, the Court affirms the findings of
The absence of the license to sell only subjects HLURB Arbiter Aquino with respect to the obligation
respondent CRS Realty and its officers civilly and of respondents Casal, Salvador and CRS Realty to
criminally liable for the said violation under deliver the certificates of title of the subdivision to
Presidential Decree (P.D.) No. 95730 and related rules petitioners pursuant to their respective contracts to
and regulations. The absence of the license to sell sell.
does not affect the validity of the already perfected
contract of sale between petitioners and Indeed, under Section 25 of P.D. No. 957, among the
respondent CRS Realty. obligations of a subdivision owner or developer is
the delivery of the subdivision lot to the buyer by
A review of the relevant provisions of P.D. [No.] 957 causing the transfer of the corresponding certificate
reveals that while the law penalizes the selling of title over the subject lot.34 The provision states:
subdivision lots and condominium units without
prior issuance of a Certificate of Registration and Sec. 25. Issuance of Title.The owner or developer
License to sell by the HLURB, it does not provide that shall deliver the title of the lot or unit to the buyer
the absence thereof will automatically render a upon full payment of the lot or unit. No fee, except
contract, otherwise validly entered, void. Xxx those required for the registration of the deed of
sale in the Registry of Deeds, shall be collected for
the issuance of such title. In the event a mortgage
over the lot or unit is outstanding at the time of the
2 . REMANDED. The SUBSEQUENT SALE TO CUASON issuance of the title to the buyer, the owner or
AND ANG CONSTITUTE DOUBLE SALE. developer shall redeem the mortgage or the
corresponding portion thereof within six months
from such issuance in order that the title over any
The SC remanded the instant case to the HLURB so
fully paid lot or unit may be secured and delivered to
that the latter may determine if the alleged
the buyer in accordance herewith.
subsequent sale to respondents Ang and Cuason of
those lots initially sold to petitioners constituted a
double sale and was tainted with fraud as opposed The failure in the implementation of the agreement
to the respondents claim that only the unsold dated 06 September 1998 entered into by
portions of the subdivision property were sold to respondent CRS, Salvador and Casal involving the
them. subject property should not operate and work to
prejudice complainants, who are lot buyers in good
faith and who have complied with their obligations
3. YES. HLURB HAS JURISDICTION.
by paying in full the price of their respective lots in
accordance with the terms and conditions of their
HLURB is not prevented from adjudicating the issue
contract to sell.
of whether the alleged subsequent sale of the
subdivision lots to respondents Ang and Cuason
Respondent Casal is not without recourse against
constituted a double sale. The issue is intimately
respondents CRS Realty or Salvador for the violation
related to petitioners complaint to compel
of their agreement and as such, the same reason
respondents CRS Realty, Casal and Salvador to
could not be made and utilized as a convenient
perform their obligation under the contracts to sell.
excuse to evade their obligation and responsibility to
deliver titles to complainants.
Considering that the alleged subsequent sale to
respondents Ang and Cuason apparently would
Under the so called "doctrine of estoppel," where (1) Respondents CRS Realty, Cesar E. Casal and
one of two innocent persons, as respondents CRS Crisanta R. Salvador are ORDERED to secure and
Development Corp./Crisanta R. Salvador and Cesar E. deliver to each of petitioners the corresponding
Casal claimed themselves to be, must suffer, he certificates of titles, free of any encumbrance, in this
whose acts occasioned the loss must bear it. In the names for the lots they respectively purchased and
herein case, it is respondents CRS Realty fully paid for, within six (6) months from the finality
Development Corp./Crisanta Salvador and Cesar E. of this Decision and, in case of default, jointly and
Casal who must bear the loss. x x x43 severally to pay petitioners the prevailing or current
fair market value of the lots as determined by the
In denying any liability, respondent Salvador argues Housing and Land Use Regulatory Board; and
that even before the filing of the case before the
HLURB, the agreements between her and (2) Without prejudice to the implementation of the
respondent Casal involving the development and other reliefs granted in this Decision, including the
sale of the subdivision lots were superseded by an reliefs awarded by the HLURB which are affirmed in
agreement dated 30 August 1996, whereby this Decision, this case is REMANDED to the HLURB
respondent Casal purportedly assumed full for the purpose of determining (a) the prevailing or
responsibility over the claims of the subdivision lot current fair market value of the lots and (b) the
buyers while respondent Salvador sold her share in validity of the subsequent sale of the lots to
CRS Realty and relinquished her participation in the respondents Bennie Cuason and Caleb Ang by
business. ascertaining whether or not the sale was attended
with fraud and executed in bad faith. No costs.
The subsequent agreement which purportedly
rescinded the subdivision development agreement SO ORDERED.
between respondents Casal and Salvador could not
affect third persons like herein petitioners because
of the basic civil law principle of relativity of
contracts which provides that contracts can only
bind the parties who entered into it, and it cannot
favor or prejudice a third person, even if he is aware
of such contract and has acted with knowledge
thereof.44

The fact remains that the contracts to sell involving

the subdivision lots were entered into by and
between petitioners, as vendees, and respondent
Salvador, on behalf of respondent CRS Realty as
vendor. As one of the responsible officers of
respondent CRS Realty, respondent Salvador is also
liable to petitioners for the failure of CRS Realty to
perform its obligations under the said contracts and
P.D. No. 957, notwithstanding that respondent
Salvador had subsequently divested herself of her
interest in the CRS Realty.

One of the purposes of P.D. No. 957 is to discourage

and prevent unscrupulous owners, developers,
agents and sellers from reneging on their obligations
and representations to the detriment of innocent
purchasers.45 The Court cannot countenance a
patent violation on the part of the said respondents
that will cause great prejudice to petitioners. The
Court must be vigilant and should punish, to the
fullest extent of the law, those who prey upon the
desperate with empty promises of better lives, only
to feed on their aspirations.46

WHEREFORE, the instant petition for review on

certiorari is PARTLY GRANTED. The decision and
resolution of the Court of Appeals in CA-G.R. SP No.
81859, which upheld the decisions of the Office of
the President and the Housing and Land Use
Regulatory Board, are AFFIRMED in all respects
except for the following MODIFICATIONS, to wit: