ROMAN vs. GRIMALT - G.R. No. L-2412

PEDRO ROMAN vs. ANDRES GRIMALT

G.R. No. L-2412           

April 11, 1906

Grimalt and Roman, through one Fernando Agustin Pastor, verbally agreed upon the sale of a schooner. Roman accepted the plan of payment suggested and that from that date the vessel was at his disposal, and offered to deliver the same at once to defendant if he so desired. The contract having been closed and the vessel being ready for delivery to the purchaser, it was sunk about in the harbor of Manila and is a total loss, as a result of a severe storm. Demand was made upon the defendant for the payment of the purchase price of the vessel in the manner stipulated and defendant failed to pay. Plaintiff finally prayed that judgment be rendered in accordance with the prayer of his previous complaint. Defendant alleged that plaintiff personally proposed to the defendant the sale of the said vessel, the plaintiff stating that the vessel belonged to him and that it was then in a sea worthy condition. Defendant accepted the offer of sale on condition that the title papers were found to be satisfactory, also that the vessel was in a seaworthy condition. The plaintiff promised to perfect his title and called on defendant to close the sale. The defendant believing that plaintiff had perfected his title, wrote to him and set for the execution of the contract, but, upon being informed that plaintiff had done nothing to perfect his title, he insisted that he would buy the vessel only when the title papers were perfected and the vessel duly inspected.

ISSUE:

Whether or not the sale has been perfected that the buyer should bear the loss.’

HELD:

            No. The sale of the schooner was not perfected and the purchaser did not consent to the execution of the deed of transfer for the reason that the title of the vessel was in the name of one Paulina Giron and not in the name of Pedro Roman, the alleged owner. Roman promised, however, to perfect his title to the vessel, but he failed to do so. The papers presented by him did not show that he was the owner of the vessel. If no contract of sale was actually executed by the parties the loss of the vessel must be borne by its owner and not by a party who only intended to purchase it and who was unable to do so on account of failure on the part of the owner to show proper title to the vessel and thus enable them to draw up the contract of sale.

A sale shall be considered perfected and binding as between vendor and vendee when they have agreed as to the thing which is the object of the contract and as to the price, even though neither has been actually delivered. (Art. 1450 of the Civil Code.) When the sale is made by means of a public instrument the execution thereof shall be equivalent to the delivery of the thing which is the object of the contract. (Art. 1462 of the Civil Code.)