G.R. No. 119255 - Chua vs. Court of Appeals

Respondent Encarnacion Valdes-Choy advertised her paraphernal house and lot (718 sq. m.) in San Lorenzo Village, Makati City, titled under TCT No. 162955, for sale at P10,800,000.00 payable in cash.
On June 30, 1989, petitioner Tomas K. Chua delivered a PBCom check for P100,000.00 as earnest money, under a receipt providing: balance P10,700,000.00 due on or before July 15, 1989; capital gains tax for seller’s account; forfeiture of earnest money if balance unpaid; “all papers are in proper order.”

On July 13, 1989, Chua procured a P480,000.00 manager’s check from PBCom but verbally stopped payment, which PBCom notified in writing; that afternoon, both parties executed two Deeds of Absolute Sale (for the land at P8,000,000.00 and furnishings at P2,800,000.00).
On July 14, 1989, Chua delivered to Valdes-Choy a PBCom check for P485,000.00 for capital gains tax, prompting her to issue a receipt reducing the balance due to P10,215,000.00; she purchased a TRB manager’s check for P480,000.00 to pay the tax and deposited the P485,000.00 check.

Also on July 14, 1989, Chua showed Valdes-Choy a PBCom check for P10,215,000.00 but refused to surrender it until a new TCT issued in his name; Valdes-Choy tore up the deeds, claiming Chua’s demand exceeded their agreement.
Chua confirmed the stop-payment on the P480,000.00 check, although PBCom later honored it; after an impasse, Chua filed a specific-performance complaint (dismissed November 22, 1989; refiled November 29, 1989). The trial court ordered specific performance with conditions on August 29, 1991; the Court of Appeals (CA) reversed on February 23, 1995, dismissing the case, forfeiting the P100,000.00 earnest money, and ordering return of P485,000.00.

Whether the agreement evidenced by the earnest money receipt is a perfected contract of sale or a contract to sell.

Whether petitioner Chua can compel respondent Valdes-Choy to cause the issuance of a new TCT in his name before payment of the full purchase price.