Case Summary (G.R. No. 168108)

Background of the Case

• Petitioners are the owners of 13 parcels of titled agricultural land in Tanza, Cavite, totaling 53,562 square meters.
• Respondent Goldloop Properties, Inc. entered into a Deed of Conditional Sale with the petitioners on August 29, 1997, for a total price of P34,815,300.00.
• The payment terms included an earnest money of P1,000,000.00, a first payment of P6,765,660.00, and a remaining balance to be paid by December 31, 1997, contingent upon a site survey.

Terms of the Deed of Conditional Sale

• The Deed specified that the remaining balance would be adjusted based on the verified land area.
• If the buyer failed to pay the balance by the deadline, they could request a one-time extension of up to 30 days.
• Failure to comply with the payment obligations would result in the forfeiture of the earnest money, while the first payment would be returned to the buyer.

Correspondence and Non-Performance

• In August 1998, the respondent expressed willingness to allow the sale of the properties to others, provided certain conditions were met regarding the forfeitable amount.
• By October 1998, the respondent indicated that negotiations had failed due to economic conditions and requested the return of the first payment.
• The respondent subsequently filed a complaint for collection against the petitioners, seeking a temporary restraining order and a writ of attachment.

Trial Court's Ruling

• The Regional Trial Court ruled in favor of the respondent, determining that the obligation to return the first payment was unconditional.
• The court emphasized that the earnest money and the first payment served different purposes, with the latter being refundable regardless of the contract's extension status.

Petitioners' Motion for Reconsideration

• Petitioners filed a motion for reconsideration, arguing that the trial court misinterpreted the contract's terms, claiming that the return of the first payment was conditional upon fulfilling certain requirements.
• They contended that the obligation to return the first payment was not yet demandable due to the failure to meet the conditions precedent.

Court of Appeals' Decision

• The Court of Appeals affirmed the trial court's ruling, stating that the terms of the contract were clear and unambiguous.
• The appellate court reiterated that the obligation to return the first payment was unconditional and did not require a fixed period for compliance.

Petitioners' Arguments in the Supreme Court

• Petitioners argued that the obligation to return the first payment was conditional and that the courts erred in not fixing a period for compliance.
• They maintained that the absence of a specified period implied that the obligation was with an indefinite period.

Supreme Court's Ruling

• The Supreme Court upheld the decisions of the lower courts, affirming that the obligation to return the first payment was clear and unconditional.
• The Court emphasized that the parties are bound by their agreement and that the contract's terms...continue reading

Case Syllabus (G.R. No. 168108)

Case Background

• The case involves a Petition for Review on Certiorari under Rule 45 of the Rules of Court.
• The petitioners are members of the Abad family, who owned 13 parcels of titled agricultural land totaling 53,562 square meters located in the S.C. Malabon Estate in Tanza, Cavite.
• The respondent, Goldloop Properties, Inc., represented by its President Emmanuel R. Zapanta, entered into a Deed of Conditional Sale with the petitioners on August 29, 1997.
• The agreed purchase price was P34,815,300.00 at a rate of P650.00 per square meter.

Terms of Payment

• Earnest Money: An earnest money of P1,000,000.00 was provided by the buyer on June 30, 1997.
• First Payment: A first payment of P6,765,660.00 was to be paid upon signing of the Deed.
• Full Payment: The remaining balance of P27,049,640.00 was due upon verification of the land area through a site relocation survey and was to be adjusted accordingly.

Conditions and Consequences

• The contract stipulated that if the buyer could not fulfill the payment obligation by December 31, 1997, a formal request for an extension (not exceeding 30 days) should be made.
• If the buyer failed to comply within the extension period, the earnest money would be forfeited, but the first payment would be returned.

Respondent's Communications

• On August 28, 1998, Zapanta communicated willingness to allow the sale to other parties, ...continue reading