BORROMEO vs.FRANCO - G.R. No. 1698

JULIAN BORROMEO vs. JOSE FRANCO Y FRANCO, ET AL.

G.R. No. 1698           September 26, 1905

Jose Franco, Cesar Franco, Antonio Franco, Manuel Franco, Soledad Franco, and Catalina Franco, declare themselves to be the joint owners of the frame houses, with nipa roofs built upon lots belonging to the said parties. No description is given of the said property for lack of the necessary date. They have agreed to sell the said property to Borromeo y Galan, and executed the present instrument under the terms and conditions. Jose Maria Rosado y Calvo, as counsel for Julian Borromeo y Galan, filed a complaint in the CFI praying that judgment be rendered in his favor compelling the said defendants to sell to him the property in question under the terms of the agreement entered into, and also to pay the costs of proceedings and such damages as the plaintiff may have sustained and that, in case the property had been transferred to a third party, a notice of the pendency of this action be served, and alleging that the plaintiff, under the terms of the aforesaid agreement, had taken some judicial and extra-judicial steps and defrayed the necessary expenses for the completion of the papers and other documents relating to the property which the defendant had agreed to sell to him. Defendants refused to comply with their aforesaid promise to sell by executing to him the necessary deed, alleging that he had not completed the documents in question for this purpose.

ISSUE:

Whether or not the defendants can properly refuse so to sell for the reason that the purchaser has failed to complete the documents as stipulated in the conditions of the agreement.

HELD:

No. When the plaintiff, Borromeo, demanded the execution of the sale, even though the documents were not in proper shape, it must be assumed that he was willing to buy the property even with a defective title, the perfection of which he expressly undertook to obtain. The contract in question contains various clauses and stipulations but the defendants refused to fulfill their promise to sell on the ground that the vendee had not perfected the title papers to the property in question within the six months agreed upon in. That stipulation was not an essential part of the contract and a failure to comply therewith is no obstacle to the fulfillment of the promise to sell.

            Article 1451 of the Civil Code provides as that, a promise to sell or buy, there being an agreement as to the thing and price, gives a right to the contracting parties to mutually demand the fulfillment of the contract. Whenever the promise to purchase and sell can not be fulfilled, the provisions relating to obligations and contracts of the Civil Code shall be observed by the vendor and by the vendee, as the case may be.