Facts:

The case involves a petition for review on certiorari filed by Enrique C. Abad, Joseph C. Abad, Ma. Sabina C. Abad, Adelaida C. Abad, Cecilia C. Abad, Victoria C. Abad, Victor C. Abad, Cenon C. Abad, Jr., and Juanita C. Abad (collectively referred to as "petitioners") against Goldloop Properties, Inc. (the "respondent"). The events leading to the case began on August 29, 1997, when the petitioners, who were the owners of 13 parcels of titled agricultural land totaling 53,562 square meters located in the S.C. Malabon Estate in Tanza, Cavite, entered into a Deed of Conditional Sale with the respondent. The agreed price for the land was P34,815,300.00, with specific payment terms outlined in the contract. The respondent paid an earnest money of P1,000,000.00 on June 30, 1997, and a first payment of P6,765,660.00 on August 17, 1997. The contract stipulated that the remaining balance was to be paid on or before December 31, 1997, contingent upon a site relocati...

Facts:

Overview and Parties

• Petitioners:

- Enrique C. Abad - Joseph C. Abad - Ma. Sabina C. Abad - Adelaida C. Abad - Cecilia C. Abad - Victoria C. Abad - Victor C. Abad - Cenon C. Abad, Jr. - Juanita C. Abad - Goldloop Properties, Inc., represented by its President, Emmanuel R. Zapanta - Thirteen parcels of titled agricultural land covering a total of 53,562 square meters - Located in the S.C. Malabon Estate in Tanza, Cavite

Transaction and Contract Details

• Execution of Deed of Conditional Sale on August 29, 1997
• Purchase Price and Payment Structure:

- Price: P650.00 per square meter, equivalent to a total of P34,815,300.00 - Payment terms: - Amount: P1,000,000.00 - Paid on June 30, 1997 via MBTC Check No. 2930037 - Amount: P6,765,660.00 - Due on August 17, 1997, supported by MBTC Check No. 2930037198 - Amount: P27,049,640.00 - To be settled on or before December 31, 1997 - Subject to verification of the total land area through a site relocation survey, with adjustments as necessary based on the verified area - Establishes consequences if the respondent fails to pay the balance: - Forfeiture of the P1,000,000 earnest money in favor of petitioners - Return of the first payment (P6,765,660.00) to the buyer without any additional charges

Subsequent Communications and Developments

• August 28, 1998:

- Zapanta informs respondent, via letter, that he would not object to the planned sale of the properties to other parties provided that 50% of the forfeitable P1,000,000 is returned along with the P6,765,660.00 first payment - Indicates that economic conditions had adversely affected the transaction - Zapanta communicates to Enrique C. Abad that negotiations with banks had failed because of the continuing economic downturn - Requests the return of the first payment within five days, invoking the provision in Paragraph 8 of the Deed - A subsequent letter from the respondent reiterates its demand for the return of the first payment

Rulings in the Lower Courts

• Regional Trial Court (RTC), Pasig City, Branch 167 (Civil Case No. 67192):

- Trial Date: June 10, 2002 - Key Issue Limited to: Whether petitioners are entitled to refund or return the P6,765,660.00 first payment - RTC’s Findings: - Alleged that the trial court’s interpretation of Paragraph 8 was erroneous - Argued that the provision contained conditions precedent (request for extension, limitation to a 30-day extension, one-time extension) before the first payment could be deemed refundable - Denied respondent’s motions for a writ of attachment and found no evidence of fraud in the interpretation of the contract

Appellate Proceedings

• Issues Raised on Appeal:

- Whether the return of the first payment was an unconditional or conditional obligation - Whether it was a pure obligation or one with an intended period - Whether the court should have fixed a period for compliance - The nature of petitioner’s liability (solidary versus joint) - Affirmed in toto the RTC’s ruling ordering petitioners to return P6,765,660.00, along with 6% interest per annum - Held that the disputed provision is plain, unambiguous, and that the literal meaning of the contract prevails (citing Article 1370 of the Civil Code) - Determined that the obligation to return the first payment is unconditional and pure - Modified the liability from being in solidum to joint, based on the absence of contractual or legal basis for solidary liability

Petition for Review on Certiorari

• Petitioners’ Issues on Certiorari:

- Challenged whether the obligation to return the first payment is truly unconditional or subject to suspensive conditions - Asserted that even if the obligation is unconditional, it should have been construed as having a period, with the court fixing the duration for compliance - The petition for review on certiorari was denied - The appellate decision was upheld, enforcing the clear and unequivocal terms of the contract as interpreted by the lower courts

Issue:

• Whether the obligation of petitioners to return the first payment of P6,765,660.00 is unconditional or subject to suspensive conditions precedent.
• Whether the return obligation is a pure, immediately demandable obligation or one that incorporates an implied period for performance.
• Whether the court is required to fix the duration of the period within which petitioners must comply with their obligation before respondent can demand its fulfillment.
• Whether the nature of the liability for the return of the first payment should be characterized as joint liability or solidary (in solidum) liability.

Ruling:

• (Subscriber-Only)

Ratio:

• (Subscriber-Only)

Doctrine:

• (Subscriber-Only)