G.R. No. 141634 - Heirs of Sandejas vs. Lina

On February 17, 1981, Eliodoro P. Sandejas Sr. filed a petition in the CFI-Manila (Branch XI) for letters of administration over the estate of his deceased wife, Remedios R. Sandejas (died April 17, 1955). He was appointed administrator on July 1, 1981, and took his oath the same day.
On November 19, 1981, a fire destroyed Branch XI records. On February 16, 1983, the court granted a motion to reconstitute the records.

On June 7, 1982, Administrator Eliodoro Sr. executed a “Receipt of Earnest Money with Promise to Sell and to Buy” in favor of Alex A. Lina, covering four contiguous parcels in Makati, Rizal (total area ~1,016 sq m), for ₱1,000,000, with ₱170,000 earnest money and a suspensive condition of court approval within 90 days (extendible once).
Lina filed an omnibus pleading on April 19, 1983, to intervene in the probate proceeding and for the court’s approval of the conditional sale. On July 17, 1984, the court granted intervention.

In November 1984, Eliodoro Sr. died. The court ordered heirs to move for appointment of a new administrator. On November 22, 1985, Lina petitioned for letters of administration over both estates; the proceedings were consolidated.
On May 15, 1986, the court appointed Alex Lina as administrator; on March 30, 1987, Sixto S. Sandejas was substituted as administrator. After bond and oath, Sixto took over on January 16, 1989.
On November 29, 1993, Lina moved to approve the June 7, 1982 conditional sale and to compel the administrator to execute the deed. On January 13, 1995, the RTC granted approval and directed Lina to pay the balance (₱729,000) within 30 days and the administrator to convey thereafter. Heirs appealed.

The CA held the June 7, 1982 agreement to be a contract to sell with a positive suspensive condition (court approval). It ruled the sale unperfected until approval and that Eliodoro Sr. did not have the consent of other heirs (lack of notice), imputing bad faith.
The CA modified the RTC order, limiting the sale to Eliodoro Sr.’s 3/5 pro-indiviso share and directed payment and conveyance accordingly. Reconsideration was denied.

Whether Eliodoro P. Sandejas Sr. was legally obligated to convey title despite non-fulfillment of the suspensive condition (court approval).
Whether Eliodoro Sr. acted in bad faith in entering the conditional sale.
Whether the decedent’s undivided share in the property is 3/5 or 11/20, and whether only that share should be conveyed.
Whether a probate court had jurisdiction and whether only the administrator could seek approval under Rule 89, Section 8 of the Rules of Court.