G.R. No. 114870 - Villanueva vs. Court of Appeals

Miguela R. Villanueva, Richard R. Villanueva, and Mercedita Villanueva-Tirados are petitioners claiming title and right to repurchase two parcels described as Lot No. 210-D-1 (529 sq.m.) and Lot No. 210-D-2 (300 sq.m.) at Muntinglupa, Metro Manila.
Private respondent Ildefonso C. Ong claims a better right to purchase the same two parcels from the Philippine Veterans Bank (PVB).
Institutional respondents included the Court of Appeals and the Central Bank of the Philippines (Central Bank), with PVB later substituted as real party in interest.

The disputed lots were originally registered in the names of spouses Celestino Villanueva and Miguela Villanueva, the latter having acquired them during her husband's absence abroad.
In 1975, Miguela Villanueva sought a loan from PVB and surrendered the titles as collateral to Jose Viudez, then Officer-in-Charge of PVB Makati Branch.
Viudez, purportedly in connivance with Andres Sebastian, induced Miguela to execute a deed of sale covering the two lots lacking Celestino’s signature; no loan was ultimately obtained by Miguela.
Registry of Deeds inquiries showed successive cancellations and reissuances of titles: to Jose Viudez, then to Andres Sebastian, and finally to PVB after foreclosure for nonpayment of a loan in Sebastian’s name.
Miguela later sought to repurchase the lots and participated in PVB bidding procedures, submitting successive offers including a sealed bid of P110,417.00 per bank advice.

In October 1984, Ong offered to purchase the two PVB-foreclosed lots and deposited P10,000.00 as earnest money.
On 23 November 1984, PVB approved Ong’s offer under Board Resolution No. 10901-84, conditioning payment of P110,000.00 (less P10,000.00 deposit) in cash within fifteen days from receipt of approval.
Ong was abroad when approval issued and only learned mid‑April 1985 upon return that PVB had approved his offer.
On 16 April 1985 Ong informed the Central Bank (then receiver/liquidator of PVB) of his readiness to pay, and sent follow-up letters; his 26 May 1987 tender of P100,000.00 was received by a PVB employee subject to approval by the Central Bank liquidator (Official Receipt #0816).
The Central Bank liquidator disapproved the payment on the ground that the property was in custodia legis and therefore disposable only by public auction and with court approval.

PVB was placed under receivership by Monetary Board Resolution No. 334 dated 3 April 1985 and later under liquidation by MB Resolution No. 612 dated 7 June 1985.
A petition for liquidation was filed in RTC Manila docketed as Sp. Proc. No. 85-32311 and assigned to Branch 39.
While Ong’s specific performance action against Central Bank was pending in RTC Branch 47, the case was transferred to Branch 39, the liquidation court; on 15 June 1989 the trial court issued an order allowing purchase of the two lots at P150,000.00.

On 26 July 1989 Miguela Villanueva filed a claim in the liquidation proceedings averring that: the deed of sale involved falsification by Jose Viudez; she was the lawful registered owner; she had offered to purchase back the property; and she had reported the matter to the PC/INP CIS which recommended an estafa complaint.
Miguela later amended her claim to include her children (petitioners) after the death of her husband.

On 31 October 1991, Branch 39, RTC Manila rendered judgment in Civil Case No. 87-42550 and Sp. Proc. No. 85-32311.
The trial court held that Ong’s vested right under PVB’s board resolution was no longer enforceable because he failed to exercise it within the prescribed fifteen-day period.
The trial court found Miguela estopped from attacking the Viudez transactions insofar as her undivided one‑half conjugal share and one‑third hereditary share were concerned, but allowed her to purchase the lots to restore conjugal status.
The trial court declared the deed of absolute sale and subsequent related transactions null ...(Subscriber-Only)

Whether the petitioners have a better right than private respondent Ildefonso C. Ong to purchase the two parcels from the Philippine Veterans Bank.

Whether Ong’s board resolution approval and deposit created a perfected and enforceable contract of sale against PVB or its liquidator.
Whether Ong’s failure to pay the balance within fifteen days after approval barred his right to purchase.
Whether the appointment of a receiver and the insolvency of PVB rendered Ong’s offer ineffective under Article 1323, Civil Code.
Whether acceptance by a PVB employee of Ong’s P100,000.00 conditioned upon liquidator approval vested any enforceable right in Ong.
Whether the PVB’s assets being in *custodia legis* required disposal ...(Subscriber-Only)