Case Summary (G.R. No. 169343)
Petitioner and Respondent
Petitioner: San Miguel Properties, Inc.
Respondent: BF Homes, Inc.
Key Dates and Transactions
• 1988–1989: Orendain appointed and then replaced as BF Homes’ rehabilitation receiver.
• 1992–1993: Three Deeds of Absolute Sale executed; SMPI bought 130 lots for ₱106,247,701.00.
• December 1995: SMPI completed full payment.
• May 1996: SMPI demanded delivery of the remaining 20 Transfer Certificates of Title (TCTs).
• August 2000: SMPI filed specific performance complaint before HLURB.
Applicable Law
• 1987 Constitution (Article VIII, Section 1 – primary jurisdiction of administrative bodies).
• Presidential Decree No. 957 – mandates delivery of titles upon full payment of subdivision lots.
• Presidential Decree No. 1344 – vests exclusive jurisdiction in HLURB over specific-performance and subdivision disputes.
• Presidential Decree No. 902-A – defines SEC’s powers and receiver’s authority in corporate rehabilitation.
• Civil Code Arts. 1355, 1358, 1403, 1405 – requirements for validity of contracts involving immovables, Statute of Frauds, and ratification.
• HLURB Rules of Procedure – summary disposition mandate.
Facts
SMPI entered into three successive Deeds of Absolute Sale with BF Homes’ receiver, Orendain/FBO, purchasing 130 Italia II lots. After full payment, BF Homes delivered titles to only 110 lots. BF Homes contested Orendain’s authority, the adequacy of consideration, and formal defects in the deeds. SMPI then sought specific performance and damages before HLURB.
Procedural History
- HLURB Arbiter Balasolla suspended proceedings pending final resolution by SEC on Orendain’s authority.
- HLURB Board of Commissioners affirmed suspension under the doctrine of primary jurisdiction.
- OP reversed the suspension, resolved the merits in SMPI’s favor, ordered delivery of the 20 outstanding TCTs, and awarded ₱100,000 counsel fees.
- CA partly affirmed OP on jurisdiction but remanded the case to HLURB for further proceedings.
- SMPI filed this Rule 45 petition.
Issues
- Whether HLURB must resolve SMPI’s specific-performance complaint on the merits without suspending proceedings.
- Validity and enforceability of the Deeds of Absolute Sale given alleged lack of Orendain’s authority and formal defects.
- Impact of alleged inadequacy of consideration.
- Entitlement to attorney’s fees.
Supreme Court Analysis
• HLURB has exclusive and primary jurisdiction under P.D. 957 and P.D. 1344 to adjudicate specific-performance claims by subdivision-lot buyers; suspension pending SEC resolution was unwarranted.
• The doctrine of primary jurisdiction does not extend to withholding adjudication where HLURB possesses technical expertise and the related SEC issues do not preclude decision on title delivery.
• The three Deeds of Absolute Sale, though private and not notarized, satisfy Statute of Frauds requirements and were rati
Case Syllabus (G.R. No. 169343)
Facts of the Case
- BF Homes, Inc. owned several parcels in the northern portion of BF Homes Parañaque Subdivision (“Italia II” lots).
- San Miguel Properties, Inc. (SMPI) purchased 130 Italia II lots by three successive Deeds of Absolute Sale in 1992–1993 for a total of ₱106,247,701.00.
- SMPI completed payment in December 1995.
- BF Homes delivered Transfer Certificates of Title (TCTs) for only 110 of the 130 lots; SMPI demanded delivery of the remaining 20 TCTs by letter dated May 20, 1996.
- BF Homes refused, prompting SMPI to file a complaint for specific performance with damages before the HLURB on August 24, 2000.
Procedural History
- HLURB Case No. REM-082400-11183 initiated by SMPI’s complaint for specific performance.
- BF Homes answered with counterclaims: deeds executed by receiver Orendain without authority, inadequate consideration, deeds undated and unnotarized; prayed for nullity and reconveyance.
- SMPI replied and counter-counterclaimed, invoking final SEC Omnibus Orders (1994, 1995, 1996) upholding sale validity, receiver’s authority, estoppel, and mandatory delivery under PD 957.
- BF Homes filed rejoinder disputing SEC Orders’ finality and continued to challenge Orendain’s authority.
HLURB Proceedings and Suspensions
- Housing Arbiter Balasolla (Jan 25, 2002) suspended proceedings, invoking doctrine of primary jurisdiction pending final resolution of Orendain’s authority by the SEC.
- HLURB Board of Commissioners (Mar 28, 2003) affirmed suspension, deferring to SEC first.
Appeal to the Office of the President (OP)
- SMPI appealed to OP (OP Case No. 03-E-203).
- OP Decision (Jan 27, 2004):
- Held HLURB had exclusive jurisdiction under PD 957 and PD 1344 to decide SMPI’s specific performance complaint without waiting for SEC.
- On merits, found SMPI an in