G.R. No. L-2852 - Borovsky vs. Commissioner of Immigration

On October 11, 1997, Jose C. Alvarez, chairperson of respondent Hermana Realty, Inc. (HRI), placed an option to purchase a condominium unit known as "Ground Retail Unit B, West Tower" in Fil-Estate Properties, Inc.’s (FEPI) West Tower Condominium Corporation.
On March 20, 2000, FEPI and HRI executed a contract to sell the unit for ₱20,998,400.00.
HRI made full payment of the purchase price to FEPI.
FEPI executed an undated and unnotarized Deed of Absolute Sale in favor of HRI, conditioned on HRI’s payment of Documentary Stamp Tax (DST) and other taxes, as well as a final agreement with the Makati City Assessor’s Office on the valuation for real estate taxation purposes.

HRI asserted its right to have FEPI execute an absolute Deed of Sale and deliver the owner’s duplicate copy of the Condominium Certificate of Title (CCT) immediately after full payment.
FEPI refused, delaying the notarization and delivery.
Due to FEPI’s refusal, Century Properties, Inc. (CPI) withdrew its offer to purchase the unit from HRI for ₱24,500,000.00.
HRI filed a complaint for specific performance with damages and attorney’s fees before the Housing and Land Use Regulatory Board Expanded National Capital Region Field Office (HLURB-ENCRFO).
HLURB-ENCRFO ruled in favor of HRI on June 11, 2001, ordering FEPI to:

Execute a dated and notarized Deed of Absolute Sale and deliver the corresponding CCT;
Pay damages, exemplary damages, attorney’s fees, costs of suit; and
Pay an administrative fine for violation of sections of PD 957.

HLURB Board of Commissioners, on June 24, 2004, affirmed with modifications, deleting actual and exemplary damages due to lack of proof.
The Office of the President (OP) on January 21, 2014, further modified the ruling by deleting attorney’s fees and costs of litigation.
FEPI’s motion for reconsideration before the OP was denied on August 13, 2014.
FEPI filed a petition for review on certiorari before the Court of Appeals (CA), which on November 29, 2016, affirmed the ruling in favor of HRI, holding that under Section 25 of PD 957, upon full payment, the buyer has the right to the title regardless of payment of taxes.
The CA denied FEPI’s motion for reconsideration on May 26, 2017.

FEPI argues the contract required HRI to pay DST and local transfer taxes before FEPI’s obligation to execute a notarized Deed of Sale and deliver the CCT arises.
FEPI refers to Section 200 of the National Internal Revenue Code and Section 135 of the Local Government Code, arguing title cannot be issued without proof of tax payments.
HRI counters that FEPI’s obligation to execute the notarized Deed and deliver the CCT is independent of HRI’s tax payments.
HRI explains that tax payments cannot be made without the Deed of Absolute Sale and cites procedural requirements for tax processing and title transfer.

Whether payment of DST and other local taxes is a condition precedent to FEPI’s execution of a notarized Deed of Absolute Sale and delivery of the owner’s duplicate copy of the CCT.

Is payment of Documentary Stamp Tax (DST) and other local transfer taxes a condition sine qua non to FEPI’s execution of a notarized Deed of Absolute Sale and delivery of the owner’s duplicate copy of the Condominium Certificate of Title (CCT) in favor of HRI?
Does the buyer, upon full payment of the purchase price, acquire the right to demand the execution of the Deed of Absolute Sale and delivery of the owner’s duplicate copy of the CCT, irrespective of the payment of taxes?
What is the legal effect of the refusal of FEPI to execute a notarized Deed of Sale and deliver the CCT after full payment?
Are FEPI’s obligations to register the deed of sale and deliver the owner’s duplicate copy of the CCT distinct from the buyer’s duty to pay taxes and process the transfer?