G.R. No. 118203 - EMILIO A. SALAZAR AND TERESITA DIZON, VS. COURT OF APPEALS AND JONETTE BORRES.

Ruling

Accordingly, the respondent Court reversed the decision of the trial court and handed down a new judgment ordering Emilio A. Salazar to accept from Jonette Borres the payment representing the purchase price in the amount of P1 Million and thereafter to comply with his reciprocal obligation to surrender the original copies of the deed of absolute sale and Torrens title covering the parcels of land subject of the contract. Finding petitioner Teresita Dizon to have "acted in bad faith in frustrating the efforts" of Borres to comply with her obligation to pay the purchase price, the appellate court ordered her to pay Borres the amounts of P80,000.00 as moral damages; P50,000.00 as exemplary damages; and P100,000.00 as attorney's fees. Unable to accept the reversal of the trial court's decision, the petitioners filed the instant petition wherein they submit that the Court of Appeals committed grave and serious errors: A. x x x in relying on the Deed of Absolute Sale dated May 30, 1989 notwithstanding the fact that: 1. BORRES EXECUTED A DEED OF WARRANTY (EXHS. "D" AND "2") STATING THEREIN THAT UNTIL AND UNLESS THE AMOUNT OF P1,000,000.00 REPRESENTING THE PURCHASE PRICE FOR THAT PARCELS OF LAND COVERED BY TCT NOS. S-31038 AND S-31039 BE PAID BY HER TO SALAZAR, SHE HAS NO RIGHT WHATSOEVER TO THE ORIGINAL COPIES OF THE DEED OF ABSOLUTE SALE AND THAT SHE HAS NO LEGAL RIGHT WHATSOEVER TO ANY AND ALL PERTINENT RECORDS OF THE ABOVE-MENTIONED LOTS; 2. UPON HER BEHEST, BORRES WAS GIVEN A PHOTOCOPY OF THE DEED OF ABSOLUTE SALE BY DIZON BUT ONLY AFTER THE LATTER ERASED THE SIGNATURE OF SALAZAR AS THE VENDEE THEREIN; 3. BORRES HAD NOT PAID ANY PORTION OF THE AGREED PURCHASE PRICE AND THUS RENDERS THE DEED OF ABSOLUTE SALE VOID AB INITIO. B. x x x in concluding that the agreement between SALAZAR and BORRES is a contract of sale and thus, perfected upon agreement on the subject matter and consideration, notwithstanding the fact that: 1. THE AGREEMENT BETWEEN THE PARTIES IS ESSENTIALLY A CONTRACT TO SELL SUBJECT TO SUSPENSIVE CONDITION, THE BIRTH OR EFFECTIVITY OF WHICH SHOULD TAKE PLACE ONLY IF AND WHEN THE EVENT WHICH CONSTITUTES THE CONDITION HAPPENS OR IS FULFILLED. SINCE BORRES FAILED TO COMPLY WITH HER OBLIGATION, THE AGREEMENT TO SELL BECAME STILLBORN; 2. THERE WAS AN EXPRESS AGREEMENT BETWEEN THE PARTIES THAT BORRES SHALL BE ENTITLED TO THE PROPERTY OR ANY RECORDS PERTAINING THERETO OR ORIGINAL COPIES OF THE DEED OF ABSOLUTE SALE ONLY UPON FULL PAYMENT OF THE PURCHASE PRICE. C. x x x in holding that DIZON acted in bad faith and succeeded to frustrate the efforts of BORRES to comply with her reciprocal obligation to pay the purchase price notwithstanding the fact that: 1. AT THE TIME THAT BORRES WAS OBLIGED TO PAY AT LEAST 50% OF THE PURCHASE PRICE OR ON JUNE 15, 1989, SHE WAS NOT READY, WILLING AND ABLE TO DO SO. EVEN ASSUMING FOR THE SAKE OF ARGUMENT THAT THE LATTER HAD THE FINANCIAL CAPABILITY TO MEET HER OBLIGATION, THE FACT REMAINS THAT SHE FAILED TO PROP