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G.R. No. L-11491 August 23, 1918ANDRES QUIROGA, plaintiff-appellant,vs.PARSONS HARDWARE CO., defendant-appellee.

Facts:On January 24, 1911, in this city of manila, a contract in the following tenor was entered into by andbetween the plaintiff, as party of the first part, and J. Parsonsdefendant violated the following obligations: not to sell the beds at higher prices than those of theinvoices; to have an open establishment in Iloilo; itself to conduct the agency; to keep the beds on publicexhibition, and to pay for the advertisement expenses for the same; and to order the beds by the dozenand in no other manner.Issuewhether the defendant, by reason of the contract hereinbefore transcribed, was a purchaser or an agentof the plaintiff for the sale of his beds.Held:essential, in constituting its cause and subject matter, is that the plaintiff was to furnish the defendant

with the beds which the latter might order, at the price stipulated, and that the defendant was to paythe price in the manner stipulated.The price agreed upon was the one determined by the plaintiff for the sale of these beds in Manila, witha discount of from 20 to 25 per cent, according to their class.Payment was to be made at the end of sixty days, or before, at the plaintiff's request, or in cash, if thedefendant so preferred, and in these last two cases an additional discount was to be allowed for promptpayment. Essential features of a contract of purchase and sale.Obligation of the plaintiff to supply the beds; defendant pay the priceit was to be an agent for his beds and to collect a commission on sales.Ernesto Vidal was mistaken in his classification of the contract.Only the acts of the contracting parties, subsequent to, and in connection with, the execution of the

contract, must be considered for the purpose of interpreting the contract, when such interpretation isnecessary, but not when, as in the instant case, its essential agreements are clearly set forth and plainlyshow that the contract belongs to a certain kind and not to another.The judgment appealed from is affirmed, with costs against the appellant. So ordered.

G.R. No. 111238 January 25, 1995ADELFA PROPERTIES, INC., petitioner,vs.COURT OF APPEALS, ROSARIO JIMENEZ-CASTAEDA and SALUD JIMENEZ, respondents.

Facts:

respondents and their brothers, Jose and Dominador Jimenez, were the registered co-owners of a parcelof landOn July 28, 1988, Jose and Dominador Jimenez sold their share consisting of one-half of said parcel ofland, specifically the eastern portion thereof, to herein petitioner pursuant to a "Kasulatan sa Bilihan ngLupa." Subsequently, a "Confirmatory Extrajudicial Partition Agreement" was executed by theJimenezes, wherein the eastern portion of the subject lot.herein petitioner expressed interest in buying the western portion of the property from privaterespondents. Accordingly, on November 25, 1989, an "Exclusive Option to Purchase"

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option money 50kBefore adelfa properties could make payment, it received summons on November 29, 1989, togetherwith a copy of a complaint filed by the nephews and nieces of private respondents against the latter

Issue:Whether of not the "Exclusive Option to Purchase" executed between petitioner Adelfa Properties, Inc.and private respondents Rosario Jimenez-Castaeda and Salud Jimenez is an option contractHeld:

G.R. No. L-25885 January 31, 1972LUZON BROKERAGE CO., INC., plaintiff-appellee,vs.

MARITIME BUILDING CO., INC., and MYERS BUILDING CO., INC., defendants, MARITIME BUILDING CO.,INC., defendant-appellant.Facts:Pursuant to a contract, petitioner undertook to install air conditioning system in privaterespondents building. The building was later sold to the National Investment and DevelopmentCorporation which took possession of it. Upon NIDCs failure to comply with certain conditions,the sale was rescinded. NIDC reported to respondent that there were certain defects in the airconditioning system. Respondent filed a complaint against petitioner for non-compliance withthe agreed plans and specifications. Petitioner moved to dismiss the complaint on the ground ofthe 6-month prescription of warranty against hidden defects. Private respondent averred thatthe contract was not of sale but for a piece of work, the action for damages of which prescribesafter 10 years.Issue:Is a contract for the fabrication and installation of a central air-conditioning system in a

building, one of "sale" or "for a piece of work"?Held:

A contract for a piece of work, labor and materials may be distinguished from a contract of saleby the inquiry as to whether the thing transferred is one not in existence and which would neverhave existed but for the order, of the person desiring it. In such case, the contract is one for apiece of work, not a sale. On the other hand, if the thing subject of the contract would haveexisted and been the subject of a sale to some other person even if the order had not been given,then the contract is one of sale. The distinction between the two contracts depends on theintention of the parties. Thus, if the parties intended that at some future date an object has to bedelivered, without considering the work or labor of the party bound to deliver, the contract is

one of sale. But if one of the parties accepts the undertaking on the basis of some plan, takinginto account the work he will employ personally or through another, there is a contract for apiece of work.Clearly, the contract in question is one for a piece of work. It is not petitioner's line of businessto manufacture air-conditioning systems to be sold "off-the-shelf." Its business and particularfield of expertise is the fabrication and installation of such systems as ordered by customers andin accordance with the particular plans and specifications provided by the customers. Naturally,the price or compensation for the system manufactured and installed will depend greatly on theparticular plans and specifications agreed upon with the customers. The remedy against

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violations of the warranty against hidden defects is either to withdraw from the contract(redhibitory action) or to demand a proportionate reduction of the price (accion quantimanoris), with damages in either case.

While it is true that Article 1571 of the Civil Code provides for a prescriptive period of six monthsfor a redhibitory action, a cursory reading of the ten preceding articles to which it refers willreveal that said rule may be applied only in case of implied warranties; and where there is an

express warranty in the contract, as in the case at bench, the prescriptive period is the onespecified in the express warranty, and in the absence of such period, "the general rule onrescission of contract, which is four years (Article 1389, Civil Code) shall apply". It would appearthat this suit is barred by prescription because the complaint was filed more than four yearsafter the execution of the contract and the completion of the air-conditioning system. However,a close scrutiny of the complaint filed in the trial court reveals that the original action is notreally for enforcement of the warranties against hidden defects, but one for breach of thecontract itself. The governing law is Article 1715. However, inasmuch as this provision does notcontain a specific prescriptive period, the general law on prescription, which is Article 1144 ofthe Civil Code, will apply. Said provision states, inter alia, that actions "upon a written contract"prescribe in ten (10) years. Since the governing contract was executed on September 10, 1962and the complaint was filed on May 8, 1971, it is clear that the action has not prescribed. The

mere fact that the private respondent accepted the work does not, ipso facto, relieve thepetitioner from liability for deviations from and violations of the written contract, as the lawgives him ten (10) years within which to file an action based on breach thereof.

JOCSON v. COURT OF APPEALSFebruary 16, 1989 (G.R. No. L-55322)

FACTS:Emilio Jocon and Alejandra Jocson were husband and wife. The wife died first intestate then thehusband followed. Moises and Agustina are their children. Ernesto Vasquesz is the husband of Agustina.

The present controversy concerns the validity of three (3) documents executed by Emilio Jocson duringhis lifetime. These documents purportedly conveyed, by sale, to Agustina Jocson-Vasquez whatapparently covers almost all of his properties, including his one-third (1/3) share in the estate of hiswife. Petitioner Moises Jocson assails these documents and prays that they be declared null and void

and the properties subject matter therein be partitioned between him and Agustina as the only heirs oftheir deceased parents.

Petitioner claimed that the properties mentioned in Exhibits 3 and 4 are the unliquidated conjugalproperties of Emilio Jocson and Alejandra Poblete which the former, therefore, cannot validly sell. Theysay it is conjugal properties of Emilio Jocson and Alejandra Poblete, because they were registered in thename of Emilio Jocson, married to Alejandra Poblete.

ISSUE: WON the property registered under the name of Emilio Jocson, married to Alejandra Poblete isconjugal property or exclusive property.

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HELD:Exclusive. Article 60 of the CC proveides that All property of the marriage is presumed to belong to theconjugal partnership, unless it be proved that it pertains exclusively to the husband or to the wife. Theparty who invokes this presumption must first prove that the property in controversy was acquiredduring the marriage. In other words, proof of acquisition during the coverture is a condition sine quanon for the operation of the presumption in favor of conjugal ownership.

It is thus clear that before Moises Jocson may validly invoke the presumption under Article 160 he mustfirst present proof that the disputed properties were acquired during the marriage of Emilio Jocson andAlejandra Poblete. The certificates of title, however, upon which petitioner rests his claim is insufficient.The fact that the properties were registered in the name of Emilio Jocson, married to Alejandra

Poblete is no proof that the properties were acquired during the spouses coverture. Acquisition of title

and registration thereof are two different acts. It is well settled that registration does not confer title butmerely confirms one already existing (See Torela vs. Torela, supra). It may be that the properties underdispute were acquired by Emilio Jocson when he was still a bachelor but were registered only after hismarriage to Alejandra Poblete, which explains why he was described in the certificates of title as

married to the latter.

Contrary to petitioners position, the certificates of title show, on their face, that the properties were

exclusively Emilio Jocsons, the registered owner. This is so because the words married to preceding

Alejandra Poblete are merely descriptive of the civil status of Emilio Jocson. In other words, the import

from the certificates of title is that Emilio Jocson is the owner of the properties, the same having beenregistered in his name alone, and that he is married to Alejandra Poblete.