G.R. No. 216146 - Chua vs. People

Petitioner: Asset Privatization Trust (APT), a government entity created under Proclamation No. 50, Sec. 9 to conserve, manage, and dispose of government assets.
Respondent: T.J. Enterprises, purchaser of certain machinery and refrigeration equipment.

APT acquired from the Development Bank of the Philippines machinery and refrigeration equipment stored at Golden City Compound, Pasay City, leased and in possession of Creative Lines, Inc.
On November 7, 1990, APT and T.J. Enterprises executed an absolute deed of sale over Lots Nos. 2, 3, and 5 on an “as-is-where-is” basis; respondent paid ₱84,000 (Receipt No. 12844).
Respondent demanded delivery two days later. In March 1991, APT issued Gate Pass No. 4955; respondent withdrew Lots 3 and 5 and nine of sixteen items in Lot 2. Creative Lines’ employees prevented removal of the remaining seven items.
T.J. Enterprises filed for specific performance and damages against APT and Creative Lines. During litigation, respondent retrieved the withheld items but discovered damages and missing parts.

APT argued constructive delivery by execution of the public deed and “as-is-where-is” sale, disclaiming warranty and attributing delivery failure to Creative Lines’ refusal (alleged fortuitous event).
The Regional Trial Court held that APT never had control over the property and thus could not effect constructive delivery; it found breach of contract and awarded actual damages to respondent.
The Court of Appeals affirmed the RTC decision and the subsequent resolution in toto.

Whether the Court of Appeals erred in not finding that APT complied with its delivery obligation via constructive delivery upon the deed of sale.

Whether the CA erred in disregarding that the sale on an “as-is-where-is” basis shifted delivery responsibilities and risks to respondent.

Whether respondent’s acceptance of APT’s disclaimer of warranty in the deed forecloses any claim for breach of warranty or other contractual rights.

Whether Creative Lines’ refusal to release the equipment constitutes a fortuitous event excusing APT’s failure to deliver and thus negating liability for damages.