G.R. No. L-31586 February 28, 1972ERNESTO, FORTUNATA, MONTANO, ZOSIMA, RAMON, GUADALUPE, LUIS, JOSEFINA and ROSALIA all surnamed YTURRALDEpetitioners-appellants,vs.THE HONORABLE COURT OF APPEALS, HONORABLE VICENTE G. ERICTA, in his capacity as Judge of the Court of First Instance of Zamboanga del Sur, and ISABELO REBOLLOS,respondents-appellees.Jose A. Ambrosia and Patrio C. Avedano for petitioners-appellants.Geronimo G. Pajarito for respondents-appellees.MAKASIAR,J.:pPetitioners-appellants in this appeal bycertiorariseek the reversal of the decision of the Court of Appeals dated December 24, 1969.The Court of Appeals narrated the facts thus: .It appears that the spouses Francisco Yturralde and Margarita de los Reyes, owned a parcel of agricultural land located in Guilinan, Tungawan, Zamboanga del Sur, containing an area of 14.1079 hectares, more or less, and registered in their names under Original Certificate of Title No. 2356 of the Office of the Register of Deeds of Zamboanga del Sur. Sometime in the year 1944, Francisco Yturralde died intestate, survived by his wife, Margarita de los Reyes, and their children who are the petitioners herein, Ernesto, Fortunata, Montano, Zosimo, Ramon, Guadalupe, Luis, Josefina and Rosalia, all surnamed Yturralde. In 1950, Margarita de los Reyes contracted a second marriage with her brother-in-law and uncle of the petitioners herein, Damaso Yturralde .On May 30, 1952, Damaso Yturralde and Margarita de los Reyes executed a deed of sale with right of repurchase in favor of the respondent herein, Isabelo Rebollos, covering the above-mentioned property in consideration of the sum of P1,715.00. The vendorsa retrofailed to exercise the right to repurchase the property within the three-year period agreed upon, which expired on May 30, 1955. In 1961, Margarita de los Reyes died.On May 3, 1965, the respondent, Isabelo Rebollos, filed a petition for consolidation of ownership with the Court of First Instance of Zamboanga del Sur, docketed as Civil Case No. 436 therein, naming as respondents in the case the petitioners herein and Damaso Yturralde (Annex A, Petition). Summons was then issued, and received on June 17, 1965 by the respondent therein, Damaso, Ernesto, Fortunata, Montano, Guadalupe, Luis and Rosalia, all surnamed Yturralde (Annexes C and F, Petition). However, summons could not be served on three of the respondents therein, Josefina, Zosima and Ramon Yturralde, as they were no longer residing at their last known addresses (Annexes B, C and F, Petition). The Judge then presiding the Court of First Instance of Zamboanga del Sur, Hon. Dimalanes Buissan, in his order dated October 7, 1965, directed that summons be served upon the said three respondents therein (Annex C, Petition). The copies of the petition sent to said three respondents, but returned without service, were then delivered by Rebollos to the Clerk of Court of the Court of First Instance of Zamboanga del Sur to complete the delivery thereof under Section 6 of Rule 13, Rules of Court (Annex D, Petition). Thereafter, on motion filed by Rebollos to declare the respondents in the case in default (Annex E, Petition), the Court issued an order dated November 13, 1965, declaring all the respondents therein in default, after which Rebollos presented his evidence (Annexes F and G, Petition). On November 20, 1965, the Court rendered a decision consolidating the ownership of the subject property in favor of Rebollos, and ordering the Register of Deeds of Zamboanga del Sur to cancel Original Certificate of Title No. 2356 covering said property and, in lieu thereof, to issue a transfer certificate of title in the name of Rebollos (Annex H, Petition).On June 3, 1966, Rebollos filed a motion to order the petitioner Montano Yturralde herein to surrender and deliver to the Register of Deeds the owner's duplicate of Original Certificate of Title No. 2356, which motion was granted by the Court presided at the time by Judge Antonio Montilla (Annexes I and H, Petition). Due to the failure of petitioner Montano Yturralde to comply with the order (Annex J) and on the motion filed by Rebollos, the Court, then presided by the respondent Judge ordered the arrest of said Montano Yturralde, but the order of arrest was subsequently lifted on motion filed by Montano Yturralde (Annexes K, L, M, N, O and P, Petition).On motion filed by Rebollos, dated January 6, 1969, the respondent Judge ordered the execution of the judgment in Civil Case No. 436, and on January 20, 1969, the corresponding writ of execution was issued (Annexes Q, R and S, Petition). The petitioners herein then filed a motion for reconsideration of the order granting execution and for the quashing of the writ of execution, which was denied by the respondent Judge in his order of March 21, 1969 (Annex T, U, V and W, Petition). On petition filed by Rebollos, the respondent Judge, ordered the demolition of all buildings not belonging to said Rebollos found on the premises in question (Annexes X and Y, Petition).The petitioners then filed a motion for reconsideration of the order of demolition, which was denied by the respondent Judge, who, however, on motion of said petitioners, directed the respondent Sheriff to defer the implementation of the writ of execution and the order of demolition until after June 23, 1969 (Annexes Z and AA, Petition). Thereafter, the petitioners instituted the present proceedings.The petition was given due course by this Court, and on June 19, 1969, a writ of preliminary injunction was issued, restraining the respondents from enforcing the decision and the orders complained of in Civil Case No. 436, until further orders. In his answer to the petition filed by the respondent, Isabelo Rebollos, he averred that on January 3, 1968, he sold the property in question to Pilar M. vda. de Reyes under a deed of absolute sale and, accordingly, a Transfer Certificate of Title was issued in favor of said vendee covering the subject property by the Register of Deeds (Answers and Annexes 4 and 5 thereto).The case before us is one for prohibition. (Section 2 of Rule 65, Rules of Court). (Pp. 16-19, rec.).The Court of Appeals held that the action for prohibition before it seeking to restrain the enforcement of the decision in Civil Case No. 436 and the implementing orders issued subsequent thereto by the respondent Judge of the Court of First Instance of Zamboanga del Sur, will not prosper; because prohibition is a preventive remedy to restrain the exercise of a power or the performance of an act and not a remedy against acts already accomplished, which cannot be undone through a writ of prohibition, and in the instant case, the judgment of the lower trial court consolidates the ownership of the entire property involved in Civil Case No. 436 in favor of respondent Isabelo Rebollos, orders the cancellation of the original certificate of title covering the same, and directs the issuance of a new certificate of title in the name of respondent Rebollos.By virtue of an absolute deed of sale executed on January 3, 1968 by respondent Isabelo Rebollos, a new certificate of title was issued in the name of the vendee, Pilar M. Vda. de Reyes (citing Annexes 4 and 5 of the Answer). The respondent Court of Appeals then concluded that "As the thing sought to be restrained had already been done, and since a certificate of title is conclusive evidence of the ownership of the land referred to therein (Section 47, Act No. 496, as amended; Aldecoa & Co. vs. Warner, Barnes & Co., 30 Phil. 153; Yumul vs. Rivera, et a1., 64 Phil. 13), and the same cannot be collaterally attacked, but can only be challenged in a direct proceeding (Menderson vs. Garrido, 90 Phil. 624), prohibition in this case is not the proper remedy." .Petitioners-appellants claim that the Court of Appeals erred (1) in sustaining the actuation of the trial court in allowing service of summons upon appellants Josefina, Zosima and Ramon Yturralde by registered mail pursuant to Section 6, Rule 13, of the Rules of Court; (2) in sustaining the ruling of the trial court that it properly acquired jurisdiction over the aforesaid three appellants by virtue of such mode of service of summons; and (3) in not declaring as null and void the decision of the trial court along with its implementing orders, at least insofar as the aforenamed three appellants are concerned on the ground that they were not given their day in court.The three assigned errors shall be discussed jointly.IThe respondent Court of Appeals erred in holding that the petition for prohibition before it will not prosper as the act sought to be prevented had already been performed; because the order for the issuance of the writ of execution, the corresponding writ of execution and the order for demolition respectively dated January 6, 1969, January 20, 1969 and May 15, 1969 in Special Civil Case No. 436 were not enforced by the respondent trial judge, who in his order dated May 26, 1969 directed the provincial sheriff to defer the implementation thereof (Annex "AA", p. 66, record of C.A. G.R. No. 43310; pp. 19-26, rec.). The petitioners herein reiterated that they are still in possession of the property in question, which possession was recognized and protected by the respondent Court of Appeals itself when it issued the writ of preliminary injunction dated June 19, 1969 against private respondent Isabelo Rebollos pursuant to its resolution dated June 17, 1969 (pp. 67-74, rec. of C.A. G.R. No. 43310).It should be noted that the petition for prohibition filed with the Court of Appeals prayed for the issuance of the writ of preliminary injunction.enjoining herein respondents from enforcing the Decision dated November 20, 1965, the orders dated January 15, 1969, March 21, 1969, May 15, 1969 and May 26, 1969, Annexes "H", "R", "W", "Y", and "AA" hereof, and after due hearing ..., the preliminary writ of injunction be made permanent and so with the writ of prohibition.Petitioners also pray for such other and further reliefs to which they may be entitled under the law.While it is true that the decision in Special Civil Case No. 436 was already rendered, Original Certificate of Title No. 2356 was cancelled and a new transfer certificate of title issued in the name of Pilar V. vda. de Reyes by virtue of the deed of absolute sale executed on January 3, 1968 by private respondent Isabelo Rebollos in her favor; the writ of execution and the order of demolition, as heretofore stated, were never enforced by reason of which herein petitioners remain and are still in possession of the land. Moreover, the general prayer for such other reliefs as herein petitioners may be entitled to under the law, includes a prayer for the nullification of the decision of November 20, 1965 as well as the questioned orders above-mentioned.IIUnlike the old Civil Code, Article 1607 of the new Civil Code of 1950 provides that consolidation of ownership in the vendeea retroof real property by virtue of the failure of the vendora retro"to comply with the provisions of Article 1616 shall not be recorded in the Registry of Property without a judicial order, after the vendor has been duly heard." In the case ofTeodoro vs. Arcenas,1this Court, through Mr. Justice Jose B. L. Reyes, ruled that under the aforesaid Article 1607 of the new Civil Code, such consolidation shall be effected through an ordinary civil action, not by a mere motion, and that the vendora retroshould be made a party defendant, who should be served with summons in accordance with Rule 14 of the Revised Rules of Court; and that the failure on the part of the court to cause the service of summons as prescribed in Rule 14, is sufficient cause for attacking the validity of the judgment and subsequent orders on jurisdictional grounds.2The Court in said case stressed that the reason behind the requirement of a judicial order for consolidation as directed by Article 1067 of the new Civil Code is because "experience has demonstrated too often that many sales with right of re-purchase have been devised to circumvent or ignore our usury laws and for this reason, the law looks upon them with disfavor (Report of the Code Commission, pp. 63-64). When, therefore, Article 1607 speaks of a judicial order after the vendor shall have been duly heard, it contemplates none other than a regular court proceeding under the governing Rules of Court, wherein the parties are given full opportunity to lay bare before the court the real covenant. Furthermore, the obvious intent of our Civil Code, in requiring a judicial confirmation of the consolidation in the vendeea retroof the ownership over the property sold, is not only to have all doubts over the true nature of the transaction speedily ascertained, and decided, but also to prevent the interposition of buyers in good faith while such determination is being made. Under the former method of consolidation by a mere extrajudicial affidavit of the buyera retro, the latter could easily cut off any claims of the seller by disposing of the property, after such consolidation, to strangers in good faith and without notice. The chances of the sellera retroto recover his property would thus be nullified, even if the transaction were really proved to be a mortgage and not a sale."3The doctrine in the aforesaid case ofTeodoro vs. Arcenaswas reiterated by this Supreme Tribunal through Mr. Justice Jose P. Bengzon in the case ofOngcoco, et al. vs. Honorable Judge, et al.4The jurisdiction over the persons of herein petitioners Josefina, Zosima and Ramon all surnamed Yturralde, was not properly acquired by the court because they were not properly served with summons in the manner directed by Rule 14 of the Revised Rules of Court. The said three petitioners cannot therefore be legally declared in default. Rule 13 of the Revised Rules of Court on service and filing of pleadings and other papers with the court, does not apply to service of summons. Rule 14 of the Revised Rules of Court on service of summons, which should govern, provides that "upon the filing of the complaint, the Clerk of Court shall forthwith issue the corresponding summons to the defendants" (Section 1, Rule 14), which summons shall be served by the sheriff or other proper court officer or for special reason by any person specially authorized by the court issuing the summons by personally handing a copy of the same to the defendants (Sections 5 & 7, Rule 14). If the residence of the defendant is unknown or cannot be ascertained by diligent inquiry or if the defendant is residing abroad, service may be made by publication in a newspaper of general circulation in accordance with Sections 16 & 17, Rule 14.5The sheriff or private respondent Isabelo Rebollos himself should have made a diligent inquiry as to the whereabouts of the three petitioners aforementioned. The trial court could have directed such an inquiry, which would have disclosed that petitioners Josefina, Ramon and Zosima reside respectively at Sibugey in Zamboanga del Sur, Roxas Street in Basilan City, and Washington, D.C., U.S.A. There is no showing that such a diligent inquiry was made to justify a substituted service of summons by publication. The return dated June 18, 1965, of the acting chief of police of Tungawan, Zamboanga del Sur, to the clerk of court andex-officioprovincial sheriff "that Josefina, Zosima and Ramon are no longer residing in this municipality" (Annex "B" to Petition of Court of Appeals, p. 20, rec. of C.A. G.R. No. 43310), does not suffice to indicate that a careful investigation of their whereabouts was made. And even if it did, substituted service of summon by publication should have been required. Aside from the fact that the said return of service is a nullity as it is not under oath, there is no showing even that the acting chief of police was especially authorized by the court to serve the summons (Sections5 & 20, Rule 14, Revised Rules of Court.)6To emphasize, Section 3 of Rule 14 of the Revised Rules of Court commands the service of summons together with a copy of the petition, on each of the defendants who must be specifically named in the summons, upon the filing of such petition, like the petition in Special Civil Case No. 436 filed by privaterespondent Isabelo Rebollos for consolidation of ownership over the lot coveredby Original Certificate of Title No. 2356 in the name of "Francisco Yturralde married to Margarita de los Reyes." .IIIThe action for consolidation should be brought against all the indispensable parties, without whom no final determination can be had of the action; and such indispensable parties who are joined as party defendants must be properly summoned pursuant to Rule 14 of the Revised Rules of Court. If anyone of the party defendants, who are all indispensable parties is not properly summoned, the court acquires no jurisdiction over the entire case and its decision and orders therein are null and void.7Thepacto de retrosale executed by Margarita de los Reyes"casada en segundas nuptias con Damaso Yturralde," expressly stipulates that she only sold all her rights, interests and participation in the lot covered by O.C.T. No. 2356 (Annex "I", p. 66, rec.). Margarita therefore, could not, for she had no right to, sell the entire lot, which is registered under O.C.T. No. 2356 "inthe name of Francisco Yturralde married to Margarita de los Reyes." Said lot is acknowledge by herein petitioners as the conjugal property of Francisco and Margarita (p. 2, rec. of C.A. G.R. No. 43310). What she validly disposed of under the aforesaidpacto de retrosale of 1952 was only her conjugal share in the lot plus her successional right as heir in the conjugal share of her deceased husband Francisco.Consequently, the vendeea retro, Isabelo Rebollos, cannot legally petition for the consolidation of his ownership over the entire lot.But in the petition he filed in Special Civil Case No. 436 on May 3, 1965 against herein nine petitioners as children and heirs of the deceased spouses Francisco Yturralde (who died in 1944) and Margarita de los Reyes (who died in 1961), and Damaso Yturralde, stepfather of herein petitioners, Rebollos prayed for the consolidation of his ownership over the entire lot covered by O.C.T. No. 2356, and not merely over the interest conveyed to him by Margarita. As the petition of private respondent Rebollos sought to divest all of them of their undivided interest in the entire agricultural land, which undivided interest was never alienated by them to Rebollos, herein petitioners became indispensable parties. Rebollos himself acknowledged that they are indispensable parties, for he included them as party-defendants in his petition in order to acquire their undivided interest in the lot. While summons were served properly on all the other defendants in said Civil Case No. 436, herein petitioners Josefina, Zosima and Ramon were not so served. Because of such failure to comply with Rule 14 of the Revised Rules of Court on service of summons on indispensable parties, as heretofore stated, the trialcourt did not validly acquire jurisdiction over the case; because no complete and final determination of the action can be had without the aforesaid three petitioners Josefina, Zosima and Ramon.The petition for consolidation filed by herein private respondent Rebollos is similar in effect to an action for partition by a co-owner, wherein each co-owner is an indispensable party; for without him no valid judgment for partition may be rendered.8That the three children, herein petitioners Josefina, Zosima and Ramon, are essential parties, without whom no valid judgment may be rendered, is further underscored by the fact that the agricultural land in question was owned by them in common and pro indiviso with their mother and their brothers and sisters and was not then as now physically partitioned among them.For attempting to acquire the entire parcel by foisting upon the court the misrepresentation that the whole lot was sold to him, private respondent Isabelo Rebollos must suffer the consequences of his deceit by the nullification of the entire decision in his favor granting the consolidation of his title over the entire land in question. This Court condemns such deception.It should be noted that herein petitioners in 1967 also filed an action against only Isabelo Rebollos for the recovery of ownership, annulment of judgment, redemption and damages in the Court of First Instance of Zamboanga del Sur docketed as Civil Case No. 944 and entitled "Fortunata Yturralde, et al. vs. Rebollos" (pp. 76, 84-96, rec. of C.A. G.R. No. 43310).In their complaint in said Civil Case No. 944 dated May 23, 1967 (pp. 117-124, rec. of C.A. G.R. No. 43310), herein petitioners allegeinter aliathat the respondent trial court (in Special Civil Case No. 436) had no jurisdiction over their share in the aforementioned lot through a "summary proceedings without notice to them" (pp. 88-89, rec. of C.A. G.R. No. 43310).Herein petitioners should amend their complaint in Civil Case No. 944 so as toinclude Pilar V. vda. de Reyes party defendant therein in order that they can obtain a full and complete valid judgment in the same action; because the vendee is an indispensable party.9It is a curious fact that Rebollos filed his petition for consolidation of title only on May 3, 1965, almost ten years after the redemption period expiredon May 30, 1955, and about four years after the death in 1961 of the vendora retro.lt is equally interesting to note that after herein petitioners filed in 1967 an action against Rebollos for the recovery of ownership, annulment of judgment, redemption and damages, Rebollos sold on January 3, 1968 the land in question to Pilar V. vda. de Reyes, with the deed of sale duly notarized by Atty. Geronimo G. Pajarito, counsel for Rebollos in Special Civil Case No. 436 (pp. 16-17, 22-25, 31, 42, 44-47, 51, 56, 59, 61-62, 93, rec. of C.A. G.R. No. 43310).But more intriguing is the fact that, after Rebollos sold on January 3, 1968 the land to Pilar V. vda. de Reyes, Rebollos himself, not his vendee, filed:(1) a motion dated January 6, 1969 for the issuance of a writ of execution from the judgment in Special Civil Case No. 436, by reason of which the corresponding writ of execution was issued on January 20, 1969; .(2) an opposition to the motion of herein petitioners for the reconsideration of the aforesaid order of January 20, 1969; and .(3) a motion dated April 7, 1969 for execution and demolition of the buildings of herein petitioners (pp, 61-62, rec. of CA-G.R. No. 43310).WHEREFORE, judgment is hereby rendered reversing the decision of respondent Court of Appeals dated December 24, 1969, and setting aside as null and void .(1) the decision of the respondent trial judge dated November 20, 1965; .(2) the order for the issuance of the writ of execution dated January 6, 1969; .(3) the writ of execution dated January 20, 1969; and .(4) the order of demolition dated May 15, 1969 in Special Civil Case No. 436; .without prejudice to the final outcome of Civil Case No. 944.With costs against private respondent Isabelo Rebollos.Concepcion, C.J., Reyes, J.B.L., Makalintal, Zaldivar, Castro, Fernando, Teehankee, Barredo and Villamor, JJ., concur.

QUANTITY OF SUBJECT MATTER NOT ESSENTIAL FOR PERFECTIONG.R. No. 74470 March 8, 1989NATIONAL GRAINS AUTHORITY and WILLLAM CABAL,petitionersvs.THE INTERMEDIATE APPELLATE COURT and LEON SORIANO,respondents.Cordoba, Zapanta, Rola & Garcia for petitioner National Grains Authority.Plaridel Mar Israel for respondent Leon Soriano.MEDIALDEA,J.:This is a petition for review of the decision (pp. 9-21, Rollo) of the Intermediate Appellate Court (now Court of Appeals) dated December 23, 1985 in A.C. G.R. CV No. 03812 entitled, "Leon Soriano, Plaintiff- Appellee versus National Grains Authority and William Cabal, Defendants Appellants", which affirmed the decision of the Court of First Instance of Cagayan, in Civil Case No. 2754 and its resolution (p. 28, Rollo) dated April 17, 1986 which denied the Motion for Reconsideration filed therein.The antecedent facts of the instant case are as follows:Petitioner National Grains Authority (now National Food Authority, NFA for short) is a government agency created under Presidential Decree No. 4. One of its incidental functions is the buying of palay grains from qualified farmers.On August 23, 1979, private respondent Leon Soriano offered to sell palay grains to the NFA, through William Cabal, the Provincial Manager of NFA stationed at Tuguegarao, Cagayan. He submitted the documents required by the NFA for pre-qualifying as a seller, namely: (1) Farmer's Information Sheet accomplished by Soriano and certified by a Bureau of Agricultural Extension (BAEX) technician, Napoleon Callangan, (2) Xerox copies of four (4) tax declarations of the riceland leased to him and copies of the lease contract between him and Judge Concepcion Salud, and (3) his Residence Tax Certificate. Private respondent Soriano's documents were processed and accordingly, he was given a quota of 2,640 cavans of palay. The quota noted in the Farmer's Information Sheet represented the maximum number of cavans of palay that Soriano may sell to the NFA.In the afternoon of August 23, 1979 and on the following day, August 24, 1979, Soriano delivered 630 cavans of palay. The palay delivered during these two days were not rebagged, classified and weighed. when Soriano demanded payment of the 630 cavans of palay, he was informed that its payment will be held in abeyance since Mr. Cabal was still investigating on an information he received that Soriano was not a bona tide farmer and the palay delivered by him was not produced from his farmland but was taken from the warehouse of a rice trader, Ben de Guzman. On August 28, 1979, Cabal wrote Soriano advising him to withdraw from the NFA warehouse the 630 cavans Soriano delivered stating that NFA cannot legally accept the said delivery on the basis of the subsequent certification of the BAEX technician, Napoleon Callangan that Soriano is not a bona fide farmer.Instead of withdrawing the 630 cavans of palay, private respondent Soriano insisted that the palay grains delivered be paid. He then filed a complaint for specific performance and/or collection of money with damages on November 2, 1979, against the National Food Authority and Mr. William Cabal, Provincial Manager of NFA with the Court of First Instance of Tuguegarao, and docketed as Civil Case No. 2754.Meanwhile, by agreement of the parties and upon order of the trial court, the 630 cavans of palay in question were withdrawn from the warehouse of NFA. An inventory was made by the sheriff as representative of the Court, a representative of Soriano and a representative of NFA (p. 13, Rollo).On September 30, 1982, the trial court rendered judgment ordering petitioner National Food Authority, its officers and agents to pay respondent Soriano (as plaintiff in Civil Case No. 2754) the amount of P 47,250.00 representing the unpaid price of the 630 cavans of palay plus legal interest thereof (p. 1-2, CA Decision). The dispositive portion reads as follows:WHEREFORE, the Court renders judgment in favor of the plaintiff and against the defendants National Grains Authority, and William Cabal and hereby orders:1. The National Grains Authority, now the National Food Authority, its officers and agents, and Mr. William Cabal, the Provincial Manager of the National Grains Authority at the time of the filing of this case, assigned at Tuguegarao, Cagayan, whomsoever is his successors, to pay to the plaintiff Leon T. Soriano, the amount of P47,250.00, representing the unpaid price of the palay deliveries made by the plaintiff to the defendants consisting of 630 cavans at the rate Pl.50 per kilo of 50 kilos per cavan of palay;2. That the defendants National Grains Authority, now National Food Authority, its officer and/or agents, and Mr. William Cabal, the Provincial Manager of the National Grains Authority, at the time of the filing of this case assigned at Tuguegarao, Cagayan or whomsoever is his successors, are likewise ordered to pay the plaintiff Leon T. Soriano, the legal interest at the rate of TWELVE (12%) percent per annum, of the amount of P 47,250.00 from the filing of the complaint on November 20, 1979, up to the final payment of the price of P 47,250.00;3. That the defendants National Grains Authority, now National Food Authority, or their agents and duly authorized representatives can now withdraw the total number of bags (630 bags with an excess of 13 bags) now on deposit in the bonded warehouse of Eng. Ben de Guzman at Tuguegarao, Cagayan pursuant to the order of this court, and as appearing in the written inventory dated October 10, 1980, (Exhibit F for the plaintiff and Exhibit 20 for the defendants) upon payment of the price of P 47,250.00 and TWELVE PERCENT (12%) legal interest to the plaintiff,4. That the counterclaim of the defendants is hereby dismissed;5. That there is no pronouncement as to the award of moral and exemplary damages and attorney's fees; and6. That there is no pronouncement as to costs.SO ORDERED (pp. 9-10, Rollo)Petitioners' motion for reconsideration of the decision was denied on December 6, 1982.Petitioners' appealed the trial court's decision to the Intermediate Appellate Court. In a decision promulgated on December 23, 1986 (pp. 9-21, Rollo) the then Intermediate Appellate Court upheld the findings of the trial court and affirmed the decision ordering NFA and its officers to pay Soriano the price of the 630 cavans of rice plus interest. Petitioners' motion for reconsideration of the appellate court's decision was denied in a resolution dated April 17, 1986 (p. 28, Rollo).Hence, this petition for review filed by the National Food Authority and Mr. William Cabal on May 15, 1986 assailing the decision of the Intermediate Appellate Court on the sole issue of whether or not there was a contract of sale in the case at bar.Petitioners contend that the 630 cavans of palay delivered by Soriano on August 23, 1979 was made only for purposes of having it offered for sale. Further, petitioners stated that the procedure then prevailing in matters of palay procurement from qualified farmers were: firstly, there is a rebagging wherein the palay is transferred from a private sack of a farmer to the NFA sack; secondly, after the rebagging has been undertaken, classification of the palay is made to determine its variety; thirdly, after the determination of its variety and convinced that it passed the quality standard, the same will be weighed to determine the number of kilos; and finally, it will be piled inside the warehouse after the preparation of the Warehouse Stock Receipt (WSP) indicating therein the number of kilos, the variety and the number of bags. Under this procedure, rebagging is the initial operative act signifying acceptance, and acceptance will be considered complete only after the preparation of the Warehouse Stock Receipt (WSR). When the 630 cavans of palay were brought by Soriano to the Carig warehouse of NFA they were only offered for sale. Since the same were not rebagged, classified and weighed in accordance with the palay procurement program of NFA, there was no acceptance of the offer which, to petitioners' mind is a clear case of solicitation or an unaccepted offer to sell.The petition is not impressed with merit.Article 1458 of the Civil Code of the Philippines defines sale as a contract whereby one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party to pay therefore a price certain in money or its equivalent. A contract, on the other hand, is a meeting of minds between two (2) persons whereby one binds himself, with respect to the other, to give something or to render some service (Art. 1305, Civil Code of the Philippines). The essential requisites of contracts are: (1) consent of the contracting parties, (2) object certain which is the subject matter of the contract, and (3) cause of the obligation which is established (Art. 1318, Civil Code of the Philippines.In the case at bar, Soriano initially offered to sell palay grains produced in his farmland to NFA. When the latter accepted the offer by noting in Soriano's Farmer's Information Sheet a quota of 2,640 cavans, there was already a meeting of the minds between the parties. The object of the contract, being the palay grains produced in Soriano's farmland and the NFA was to pay the same depending upon its quality. The fact that the exact number of cavans of palay to be delivered has not been determined does not affect the perfection of the contract. Article 1349 of the New Civil Code provides: ". . .. The fact that the quantity is not determinate shall not be an obstacle to the existence of the contract, provided it is possible to determine the same, without the need of a new contract between the parties." In this case, there was no need for NFA and Soriano to enter into a new contract to determine the exact number of cavans of palay to be sold. Soriano can deliver so much of his produce as long as it does not exceed 2,640 cavans.In its memorandum (pp. 66-71, Rollo) dated December 4, 1986, petitioners further contend that there was no contract of sale because of the absence of an essential requisite in contracts, namely, consent. It cited Section 1319 of the Civil Code which states: "Consent is manifested by the meeting of the offer and the acceptance of the thing and the cause which are to constitute the contract. ... " Following this line, petitioners contend that there was no consent because there was no acceptance of the 630 cavans of palay in question.The above contention of petitioner is not correct Sale is a consensual contract, " ... , there is perfection when there is consent upon the subject matter and price, even if neither is delivered." (Obana vs. C.A., L-36249, March 29, 1985, 135 SCRA 557, 560) This is provided by Article 1475 of the Civil Code which states:Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price.x x xThe acceptance referred to which determines consent is the acceptance of the offer of one party by the other and not of the goods delivered as contended by petitioners.From the moment the contract of sale is perfected, it is incumbent upon the parties to comply with their mutual obligations or "the parties may reciprocally demand performance" thereof. (Article 1475, Civil Code, 2nd par.).The reason why NFA initially refused acceptance of the 630 cavans of palay delivered by Soriano is that it (NFA) cannot legally accept the said delivery because Soriano is allegedly not a bona fide farmer. The trial court and the appellate court found that Soriano was a bona fide farmer and therefore, he was qualified to sell palay grains to NFA.Both courts likewise agree that NFA's refusal to accept was without just cause. The above factual findings which are supported by the record should not be disturbed on appeal.ACCORDINGLY, the instant petition for review is DISMISSED. The assailed decision of the then Intermediate Appellate Court (now Court of Appeals) is affirmed. No costs.SO ORDERED.Narvasa, Cruz, Gancayco and Grio-Aquino, JJ., concur.G.R. No. 105387 November 11, 1993JOHANNES SCHUBACK & SONS PHILIPPINE TRADING CORPORATION,petitioner,vs.THE HON. COURT OF APPEALS, RAMON SAN JOSE, JR., doing business under the name and style "PHILIPPINE SJ INDUSTRIAL TRADING,"respondents.Hernandez, Velicaria, Vibar & Santiago for petitioner.Ernesto M. Tomaneng for private respondent.ROMERO,J.:In this petition for review oncertiorari, petitioner questions the reversal by the Court of Appeals1of the trial court's ruling that a contract of sale had been perfected between petitioner and private respondent over bus spare parts.The facts as quoted from the decision of the Court of Appeals are as follows:Sometime in 1981, defendant2established contact with plaintiff3through the Philippine Consulate General in Hamburg, West Germany, because he wanted to purchase MAN bus spare parts from Germany. Plaintiff communicated with its trading partner. Johannes Schuback and Sohne Handelsgesellschaft m.b.n. & Co. (Schuback Hamburg) regarding the spare parts defendant wanted to order.On October 16, 1981, defendant submitted to plaintiff a list of the parts (Exhibit B) he wanted to purchase with specific part numbers and description. Plaintiff referred the list to Schuback Hamburg for quotations. Upon receipt of the quotations, plaintiff sent to defendant a letter dated 25 November, 1981 (Exh. C) enclosing its offer on the items listed by defendant.On December 4, 1981, defendant informed plaintiff that he preferred genuine to replacement parts, and requested that he be given 15% on all items (Exh. D).On December 17, 1981, plaintiff submitted its formal offer (Exh. E) containing the item number, quantity, part number, description, unit price and total to defendant. On December, 24, 1981, defendant informed plaintiff of his desire to avail of the prices of the parts at that time and enclosed Purchase Order No. 0101 dated 14 December 1981 (Exh. F to F-4). Said Purchase Order contained the item number, part number and description. Defendant promised to submit the quantity per unit he wanted to order on December 28 or 29 (Exh. F).On December 29, 1981, defendant personally submitted the quantities he wanted to Mr. Dieter Reichert, General Manager of plaintiff, at the latter's residence (t.s.n., 13 December, 1984, p. 36). The quantities were written in ink by defendant in the same Purchase Order previously submitted. At the bottom of said Purchase Order, defendant wrote in ink above his signature: "NOTE: Above P.O. will include a 3% discount. The above will serve as our initial P.O." (Exhs. G to G-3-a).Plaintiff immediately ordered the items needed by defendant from Schuback Hamburg to enable defendant to avail of the old prices. Schuback Hamburg in turn ordered (Order No. 12204) the items from NDK, a supplier of MAN spare parts in West Germany. On January 4, 1982, Schuback Hamburg sent plaintiff a proforma invoice (Exhs. N-1 to N-3) to be used by defendant in applying for a letter of credit. Said invoice required that the letter of credit be opened in favor of Schuback Hamburg. Defendant acknowledged receipt of the invoice (t.s.n., 19 December 1984, p. 40).An order confirmation (Exhs. I, I-1) was later sent by Schuback Hamburg to plaintiff which was forwarded to and received by defendant on February 3, 1981 (t.s.n., 13 Dec. 1984, p. 42).On February 16, 1982, plaintiff reminded defendant to open the letter of credit to avoid delay in shipment and payment of interest (Exh. J). Defendant replied, mentioning, among others, the difficulty he was encountering in securing: the required dollar allocations and applying for the letter of credit, procuring a loan and looking for a partner-financier, and of finding ways 'to proceed with our orders" (Exh. K).In the meantime, Schuback Hamburg received invoices from, NDK for partial deliveries on Order No.12204 (Direct Interrogatories., 07 Oct, 1985, p. 3). Schuback Hamburg paid NDK. The latter confirmed receipt of payments made on February 16, 1984 (Exh.C-Deposition).On October 18, 1982, Plaintiff again reminded defendant of his order and advised that the case may be endorsed to its lawyers (Exh. L). Defendant replied that he did not make any valid Purchase Order and that there was no definite contract between him and plaintiff (Exh. M). Plaintiff sent a rejoinder explaining that there is a valid Purchase Order and suggesting that defendant either proceed with the order and open a letter of credit or cancel the order and pay the cancellation fee of 30% of F.O.B. value, or plaintiff will endorse the case to its lawyers (Exh. N).Schuback Hamburg issued a Statement of Account (Exh. P) to plaintiff enclosing therewith Debit Note (Exh. O) charging plaintiff 30% cancellation fee, storage and interest charges in the total amount of DM 51,917.81. Said amount was deducted from plaintiff's account with Schuback Hamburg (Direct Interrogatories, 07 October, 1985).Demand letters sent to defendant by plaintiff's counsel dated March 22, 1983 and June 9, 1983 were to no avail (Exhs R and S).Consequently, petitioner filed a complaint for recovery of actual or compensatory damages, unearned profits, interest, attorney's fees and costs against private respondent.In its decision dated June 13, 1988, the trial court4ruled in favor of petitioner by ordering private respondent to pay petitioner, among others, actual compensatory damages in the amount of DM 51,917.81, unearned profits in the amount of DM 14,061.07, or their peso equivalent.Thereafter, private respondent elevated his case before the Court of Appeals. On February 18, 1992, the appellate court reversed the decision of the trial court and dismissed the complaint of petitioner. It ruled that there was no perfection of contract since there was no meeting of the minds as to the price between the last week of December 1981 and the first week of January 1982.The issue posed for resolution is whether or not a contract of sale has been perfected between the parties.We reverse the decision of the Court of Appeals and reinstate the decision of the trial court. It bears emphasizing that a "contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. . . . "5Article 1319 of the Civil Code states: "Consent is manifested by the meeting of the offer and acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter offer." The facts presented to us indicate that consent on both sides has been manifested.The offer by petitioner was manifested on December 17, 1981 when petitioner submitted its proposal containing the item number, quantity, part number, description, the unit price and total to private respondent. On December 24, 1981, private respondent informed petitioner of his desire to avail of the prices of the parts at that time and simultaneously enclosed its Purchase Order No. 0l01 dated December 14, 1981. At this stage, a meeting of the minds between vendor and vendee has occurred, the object of the contract: being the spare parts and the consideration, the price stated in petitioner's offer dated December 17, 1981 and accepted by the respondent on December 24,1981.Although said purchase order did not contain the quantity he wanted to order, private respondent made good, his promise to communicate the same on December 29, 1981. At this juncture, it should be pointed out that private respondent was already in the process of executing the agreement previously reached between the parties.Below Exh. G-3, marked as Exhibit G-3-A, there appears this statement made by private respondent: "Note. above P.O. will include a 3% discount. The above will serve as our initial P.O." This notation on the purchase order was another indication of acceptance on the part of the vendee, for by requesting a 3% discount, he implicitly accepted the price as first offered by the vendor. The immediate acceptance by the vendee of the offer was impelled by the fact that on January 1, 1982, prices would go up, as in fact, the petitioner informed him that there would be a 7% increase, effective January 1982. On the other hand, concurrence by the vendor with the said discount requested by the vendee was manifested when petitioner immediately ordered the items needed by private respondent from Schuback Hamburg which in turn ordered from NDK, a supplier of MAN spare parts in West Germany.When petitioner forwarded its purchase order to NDK, the price was still pegged at the old one. Thus, the pronouncement of the Court Appeals that there as no confirmed price on or about the last week of December 1981 and/or the first week of January 1982 was erroneous.While we agree with the trial court's conclusion that indeed a perfection of contract was reached between the parties, we differ as to the exact date when it occurred, for perfection took place, not on December 29, 1981. Although the quantity to be ordered was made determinate only on December 29, 1981, quantity is immaterial in the perfection of a sales contract. What is of importance is the meeting of the minds as to theobjectandcause, which from the facts disclosed, show that as of December 24, 1981, these essential elements had already occurred.On the part of the buyer, the situation reveals that private respondent failed to open an irrevocable letter of credit without recourse in favor of Johannes Schuback of Hamburg, Germany. This omission, however. does not prevent the perfection of the contract between the parties, for the opening of the letter of credit is not to be deemed a suspensive condition. The facts herein do not show that petitioner reserved title to the goods until private respondent had opened a letter of credit. Petitioner, in the course of its dealings with private respondent, did not incorporate any provision declaring their contract of sale without effect until after the fulfillment of the act of opening a letter of credit.The opening of a etter of credit in favor of a vendor is only a mode of payment. It is not among the essential requirements of a contract of sale enumerated in Article 1305 and 1474 of the Civil Code, the absence of any of which will prevent the perfection of the contract from taking place.To adopt the Court of Appeals' ruling that the contract of sale was dependent on the opening of a letter of credit would be untenable from a pragmatic point of view because private respondent would not be able to avail of the old prices which were open to him only for a limited period of time. This explains why private respondent immediately placed the order with petitioner which, in turn promptly contacted its trading partner in Germany. As succinctly stated by petitioner, "it would have been impossible for respondent to avail of the said old prices since the perfection of the contract would arise much later, or after the end of the year 1981, or when he finally opens the letter of credit."6WHEREFORE, the petition is GRANTED and the decision of the trial court dated June 13, 1988 is REINSTATED with modification.SO ORDERED.Feliciano, Bidin, Melo and Vitug, JJ., concur.OBLIGATION OF VENDOR TO TRANSFER OWNERSHIPA. SALE BY PERSON NOT THE OWNER ART 1505,1434,1459G.R. No. 136054 September 5, 2001HEIRS OF SEVERINA SAN MIGUEL, namely: MAGNO LAPINA, PACENCIA LAPINA, MARCELO LAPINA, SEVERINO LAPINA, ROSARIO LAPINA, FRANCISCO LAPINA, CELIA LAPINA assisted by husband RODOLFO TOLEDO,petitioners,vs.THE HONORABLE COURT OF APPEALS, DOMINADOR SAN MIGUEL, GUILLERMO F. SAN ARTEMIO F. SAN MIGUEL, PACIENCIA F. SAN MIGUEL, CELESTINO, assisted by husband, ANTERO CELESTINO, represented by their Attorney-in-Fact ENRICO CELESTINO, AUGUSTO SAN MIGUEL, ANTONIO SAN MIGUEL, RODOLFO SAN MIGUEL, CONRADO SAN MIGUEL and LUCITA SAN MIGUEL,respondents.PARDO,J.:The CaseThe case is a petition for review oncertiorari1of the decision of the Court of Appeals,2affirming that of the Regional Trial Court, Cavite, Branch 19, Bacoor3ordering petitioners, Heirs of Severina San Miguel (hereafter, "Severina's heirs") to surrender to respondents Dominador San Miguel, et al. (hereafter, "Dominador, et al."), Transfer Certificate of Title No. 223511 and further directing Severina's heirs to pay for the capital gains and related expenses for the transfer of the two (2) lots to Dominador, et al.The FactsThis case involves a parcel of land originally claimed by Severina San Miguel (petitioners' predecessor-in-interest, hereafter, "Severina"). The land is situated in Panapan, Bacoor, Cavite with an area of six hundred thirty two square meters (632 sq. m.), more or less.Without Severina's knowledge, Dominador managed to cause the subdivision of the land into three (3) lots, to wit:4"LRC Psu-1312 - with an area of 108 square meters;"LRC Psu-1313 - Lot 1, with an area of 299 square meters;"LRC Psu-1313 - Lot 2, with an area of 225 square meters."On September 25, 1974, Dominador, et al. filed a petition with the Court of First Instance, Cavite, as a land registration court, to issue title over Lots 1 and 2 of LRC Psu-1313, in their names.5On July 19, 1977, the Land Registration Commission (hereafter "LRC") rendered a decision directing the issuance of Original Certificate of Title No. 0-1816 in the names of Dominador, et al.On or about August 22, 1978, Severina filed with the Court of First Instance of Cavite a petition for review of the decision alleging that the land registration proceedings were fraudulently concealed by Dominador from her.6On December 27, 1982, the court resolved to set aside the decision of July 19, 1977, and declared Original Certificate of Title No. 0-1816 as null and void.On July 13, 1987, the Register of Deeds of Cavite issued Transfer Certificate of Title No. T-223511 in the names of Severina and her heirs.7On February 15, 1990, the trial court issued an order in favor of Severina's heirs, to wit:8"WHEREFORE, as prayed for, let the writ of possession previously issued in favor of petitioner Severina San Miguel be implemented."However, the writ was returned unsatisfied.On November 28, 1991, the trial court ordered:9"WHEREFORE, as prayed for, let an alias writ of demolition be issued in favor of petitioners, Severina San Miguel."Again, the writ was not satisfied.On August 6, 1993, Severina's heirs, decided not to pursue the writs of possession and demolition and entered into a compromise with Dominador, et al. According to the compromise, Severina's heirs were to sell the subject lots10to Dominador, et al. for one and a half million pesos (P1.5 M) with the delivery of Transfer Certificate of Title No. T-223511(hereafter, "the certificate of title") conditioned upon the purchase of another lot 11 which was not yet titled at an additional sum of three hundred thousand pesos (P300,000.00). The salient features of the compromise (hereafter "kasunduan") are:12"5. Na ang Lot 1 at Lot 2, plano LRC Psu-1313 na binabanggit sa itaas na ipinagkasundo ng mga tagapagmana ni Severina San Miguel na kilala sa kasulatang ito sa taguring LAPINA (representing Severina's heirs), na ilipat sa pangalan nina SAN MIGUEL (representing Dominador's heirs) alang alang sa halagang ISANG MILYON AT LIMANG DAANG LIBONG PISO (P1,500,000.00) na babayaran nina SAN MIGUEL kina LAPINA;"6. Na si LAPINA at SAN MIGUEL ay nagkakasundo na ang lote na sakop ng plano LRC-Psu-1312, may sukat na 108 metro cuadrado ay ipagbibili na rin kina SAN MIGUEL sa halagang TATLONG DAANG LIBONG PISO (P300,000.00);"7. Na kinikilala ni SAN MIGUEL na ang tunay na may-ari ng nasabing lote na sakop ng plano LRC Psu-1312 ay sina LAPINA at sila na ang magpapatitulo nito at sina LAPINA ay walang pananagutan sa pagpapatitulo nito at sa paghahabol ng sino mang tao;"8. Na ang nasabing halaga na TATLONG DAANG LIBONG PISO (P300,000.00) ay babayaran nina SAN MIGUEL kina LAPINA sa loob ng dalawang (2) buwan mula sa petsa ng kasulatang ito at kung hindi mabayaran nina SAN MIGUEL ang nasabing halaga sa takdang panahon ay mawawalan ng kabuluhan ang kasulatang ito;"9. Na sina LAPINA at SAN MIGUEL ay nagkakadunso (sic) rin na ang owner's copy ng Transfer Certificate of Title No. T-223511 na sumasakop sa Lots 1 at 2, plano LRC Psu-1313 ay ilalagay lamang nina LAPINA kina SAN MIGUEL pagkatapos mabayaran ang nabanggit na P300,000.00"On the same day, on August 6, 1993, pursuant to thekasunduan, Severina's heirs and Dominador, et al. executed a deed of sale designated as "kasulatan sa bilihan ng lupa."13On November 16, 1993, Dominador, et al. filed with the trial court,14Branch 19, Bacoor, Cavite, a motion praying that Severina's heirs deliver the owner's copy of the certificate of title to them.15In time, Severina's heirs opposed the motion stressing that under thekasunduan, the certificate of title would only be surrendered upon Dominador, et al.'s payment of the amount of three hundred thousand pesos (P300,000.00) within two months from August 6, 1993, which was not complied with.16Dominador, et al. admitted non-payment of three hundred thousand pesos (P300,000.00) for the reason that Severina's heirs have not presented any proof of ownership over the untitled parcel of land covered by LRC-Psu-1312. Apparently, the parcel of land is declared in the name of a third party, a certain Emiliano Eugenio.17Dominador, et al. prayed that compliance with thekasunduanbe deferred until such time that Severina's heirs could produce proof of ownership over the parcel of land.18Severina's heirs countered that the arguments of Dominador, et al. were untenable in light of the provision in thekasunduanwhere Dominador, et al. admitted their ownership over the parcel of land, hence dispensing with the requirement that they produce actual proof of title over it.19Specifically, they called the trial court's attention to the following statement in thekasunduan:20"7. Na kinikilala ni SAN MIGUEL na ang tunay na may-ari ng nasabing lote na sakop ng plano LRC Psu-1312 ay sina LAPINA at sila na ang magpapatitulo nito at sina LAPINA ay walang pananagutan sa pagpapatitulo nito at sa paghahabol ng sino mang tao;"According to Severina's heirs, since Dominador, et al. have not paid the amount of three hundred thousand pesos (P300,000.00), then they were justified in withholding release of the certificate of title.21The trial court conducted no hearing and then rendered judgment based on the pleadings and memoranda submitted by the parties.The Trial Court's RulingOn June 27, 1994, the trial court issued an order to wit:22"WHEREFORE, finding the Motion to Order to be impressed with merit, the defendants-oppositors-vendors Heirs of Severina San Miguel are hereby ordered to surrender to the movant-plaintiffs-vendees-Heirs of Dominador San Miguel the Transfer Certificates of Title No. 223511 and for herein defendants-oppositors-vendors to pay for the capital gains and related expenses for the transfer of the two lots subject of the sale to herein movants-plaintiffs-vendees-Heirs of Dominador San Miguel.""SO ORDERED."On July 25, 1994, Severina's heirs filed with the trial court a motion for reconsideration of the afore-quoted order.23On January 23, 1995, the trial court denied the motion for reconsideration for lack of merit and further ordered:24"x x x . . . Considering that the Lots 1 and 2 covered by TCT No. T-223511 had already been paid since August 6, 1993 by the plaintiffs-vendees Dominador San Miguel, et al. (Vide, Kasulatan sa Bilihan ng Lupa, Rollo, pp. 174-176), herein defendants-vendors-Heirs of Severina San Miguel is hereby ordered (sic) to deliver the aforesaid title to the former (Dominador San Miguel, et al.) within thirty (30) days from receipt of this order. In case the defendants-vendors-Heirs of Severina San Miguel fail and refuse to do the same, then the Register of Deeds of Cavite is ordered to immediately cancel TCT No. T-223511 in the name of Severina San Miguel and issue another one in the name of plaintiffs Dominador San Miguel, et al."Also send a copy of this Order to the Register of Deeds of the Province of Cavite, Trece Martires City, for her information and guidance."SO ORDERED."On February 7, 1995, Severina's heirs appealed the orders to the Court of Appeals.25The Court of Appeals' RulingOn June 29, 1998, the Court of Appeals promulgated a decision denying the appeal, and affirming the decision of the trial court. The Court of Appeals added that the other matters raised in the petition were "extraneous" to thekasunduan.26The Court of Appeals upheld the validity of the contract of sale and sustained the parties' freedom to contract. The Court of Appeals decided, thus:27"WHEREFORE, the decision appealed from is hereby AFFIRMED."SO ORDERED."On August 4, 1998, Severina's heirs filed with the Court of Appeals a motion for reconsideration of the above decision.28On October 14, 1998, the Court of Appeals denied the motion for reconsideration for lack of merit.29Hence, this appeal.30The IssuesSeverina's heirs submit that the Court of Appeals erred and committed grave abuse of discretion: First, when it held that thekasunduanhad no effect on the "kasulatan sa bilihan ng lupa." Second, when it ordered them to surrender the certificate of title to Dominador, et al., despite non-compliance with their prior obligations stipulated under thekasunduan.Third, when it did not find that thekasunduanwas null and void for having been entered into by Dominador, et al. fraudulently and in bad faith.31We find the above issues raised by Severina's heirs to be factual. The question whether the prerequisites to justify release of the certificate of title to Dominador, et al. have been complied with is a question of fact.32However, we sift through the arguments and identify the main legal issue, which is whether Dominador, et al. may be compelled to pay the three hundred thousand pesos (P300,000.00) as agreed upon in thekasunduan(as a pre-requisite for the release of the certificate of title), despite Severina's heirs' lack of evidence of ownership over the parcel of land covered by LRC Psu-1312.The Court's RulingWe resolve the issue in the negative, and find the petition without merit.Severina's heirs anchor their claim on thekasunduan, stressing on their freedom to stipulate and the binding effect of contracts. This argument is misplaced.33The Civil Code provides:ARTICLE 1306. The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem convenientprovided they are not contrary to law, morals, good customs, public order or public policy (italics ours).It is basic that the law is deemed written into every contract.34Although a contract is the law between the parties, the provisions of positive law which regulate contracts are deemed written therein and shall limit and govern the relations between the parties.35The Civil Code provisions on "sales" state:ARTICLE 1458. By the contract of sale one of the contracting parties obligates himselfto transfer the ownershipof and to deliver a determinate thing, and the other to pay a price certain in money or its equivalent. . . .ARTICLE 1459. The thing must be licit and thevendor must have a right to transfer the ownershipthereof at the time it is delivered.ARTICLE 1495. Thevendor is bound to transfer the ownershipof and deliver, as well as warrant the thing which is the object of sale (emphasis ours).True, in contracts of sale, the vendor need not possess title to the thing sold at the perfection of the contract.36However, the vendor must possess title and must be able to transfer title at the time of delivery. In a contract of sale, title only passes to the vendee upon full payment of the stipulated consideration, or upon delivery of the thing sold.37Under the facts of the case, Severina's heirs are not in a position to transfer title. Without passing on the question of who actually owned the land covered by LRC Psu -1312, we note that there is no proof of ownership in favor of Severina's heirs. In fact, it is a certain Emiliano Eugenio, who holds a tax declaration over the said land in his name.38Though tax declarations do not prove ownership of the property of the declarant, tax declarations and receipts can be strong evidence of ownership of land when accompanied by possession for a period sufficient for prescription.39Severina's heirs have nothing to counter this document.Therefore, to insist that Dominador, et al. pay the price under such circumstances would result in Severina's heirs' unjust enrichment.40Basic is the principle in law, "Niguno non deue enriquecerse tortizamente condano de otro."41The essence of a sale is the transfer of title or an agreement to transfer it for a price actually paid or promised.42InNool v. Court of Appeals,43we held that if the sellers cannot deliver the object of the sale to the buyers, such contract may be deemed to be inoperative. By analogy, such a contract may fall under Article 1405, No. 5 of the Civil Code, to wit:ARTICLE 1405. The following contracts are inexistent and void from the beginning: . . .(5) Those which contemplate an impossible service.xxx xxx xxxSeverina's heirs insist that delivery of the certificate of title is predicated on a condition payment of three hundred thousand pesos (P300,000.00) to cover the sale of Lot 3 of LRO Psu 1312. We find this argument not meritorious. The condition cannot be honored for reasons afore-discussed. Article 1183 of the Civil Code provides that,"Impossible conditions, those contrary to good customs or public policy and those prohibited by law shall annul the obligation which depends upon them. If the obligation is divisible, that part thereof which is not affected by the impossible or unlawful condition shall be valid, x x x"Hence, the non-payment of the three hundred thousand pesos (P300,000.00) is not a valid justification for refusal to deliver the certificate of title.Besides, we note that the certificate of title covers Lots 1 and 2 of LRC Psu-1313, which were fully paid for by Dominador, et al. Therefore, Severina's heirs are bound to deliver the certificate of title covering the lots.The FalloWHEREFORE, the petition is DENIED and the decision of the Court of Appeals in CA-G.R. CV No. 48430 is AFFIRMEDin toto.No costs.SO ORDERED.Davide, Jr., C .J ., Puno, Kapunan, and Ynares-Santiago, JJ.,concur.

B. EXCEPTIONS ARTICLES: 143119111898559150613901636[G.R. No. 129428.February 27, 2003]BENJAMIN NAVARRO and ROSITA FORTEA,petitioners, vs.SECOND LAGUNA DEVELOPMENT BANK, and SPOUSES ISAAC GUZMAN and VILMA ESPORLAS,respondents.D E C I S I O NSANDOVAL-GUTIERREZ,J.:Before us is a petition for review oncertiorari[1]assailing the Decision[2]of the Court of Appeals dated April 21, 1997 in CA-G.R. CV No. 44240 affirming with modification the Decision of the Regional Trial Court (RTC), Branch 148, Makati City in Civil Case No. 90-849, Spouses Benjamin Navarro and Rosita Fortea vs. Second Laguna Development Bank, spouses Domalito Velasco and Esther Navarro, Luciana Navarro and spouses Isaac Guzman and Vilma Esporlas, for annulment of foreclosure of mortgage and consolidation of ownership and damages.Subject of this suit is the 1/6 portion of a parcel of land located in Alabang, Muntinlupa, known as Lot No. 1513-A, Plan Psd-51043, consisting of 345 square meters and covered by TCT No. (244200) 114525 of the Registry of Deeds of Makati City.Records show that the late Catalino Navarro and his wife Consuelo Hernandez originally owned Lot No. 1513-A.On December 4, 1968, they sold 5/6 of the unsegregated portion of the lot to their children, namely, Leticia, Esther, Benjamin, Luciana and Leoniza, all surnamed Navarro.By virtue of the sale, TCT No. 244200 was issued in their names.Spouses Benjamin and Rosita Navarro, herein petitioners, are listed therein as co-owners of the property.On March 18, 1978, without the knowledge and consent of petitioners, spouses Donalito Velasco and Esther Navarro, conspiring with the latters sister Luciana Navarro, executed a falsified Deed of Absolute Sale wherein they made it appear that the entire lot was sold to said spouses Velasco forP35,000.00.TCT No. 244200 was thus cancelled and in lieu thereof, TCT No. 114526 was issued in the names of spouses Velasco.Subsequently, they mortgaged the property to respondent Second Laguna Development Bank to secure payment of a loan.On June 30, 1987, upon failure of spouses Velasco to pay their loan, respondent bank had the mortgage foreclosed.On August 8, 1988 and January 5, 1990, petitioners, introducing themselves as attorneys-in-fact of Esther Navarro-Velasco, wrote respondent bank, offering to redeem the property forP450,000.00.However, they failed to do so.Hence, ownership thereof was consolidated in the name of respondent bank under TCT No. 168230 issued on February 1, 1990.On March 26, 1990, petitioners filed with the RTC a complaint against respondent bank and spouses Velasco (docketed as Civil Case No. 90-849) praying for the (a) annulment of the mortgage; (b) cancellation of TCT No. 168230 in the name of respondent bank; and (c) award of damages and attorneys fees.In their complaint, petitioners alleged that the sale of the lot with respect to their 1/6 share (59 square meters) is voidab initioconsidering that their signatures appearing in the Deed of Absolute Sale dated March 18, 1978 were falsified.Consequently, the mortgage contract involving their share executed by spouses Velasco and respondent bank is likewise void.On April 3, 1990, respondent bank sold the lot to respondent spouses Isaac Guzman and Vilma Esporlas and on May 18, 1990, TCT No. 169929[3]was issued in their names.Thereupon, petitioners impleaded spouses Guzman as additional defendants in Civil Case No. 90-849. Petitioners alleged that said spouses were purchasers in bad faith because they knew of the pending litigation concerning the property.On July 29, 1991, the trial court declared spouses Velasco in default for their failure to file an answer.On September 29, 1993, the trial court rendered its Decision[4]dismissing petitioners complaint; upholding the validity of the foreclosure of mortgage and declaring respondent spouses Guzman the lawful owners of the property; ordering petitioners to pay said spousesP50,000.00 as actual damages,P30,000.00 as moral damages andP35,000.00 as attorneys fees; ordering petitioners to pay respondent bankP25,000.00 as attorneys fees; and ordering spouses Velasco to pay petitionersP268,000.00 corresponding to the value of the latters 1/6 share in the property andP20,000.00 as attorneys fees.On appeal, the Court of Appeals affirmed with modification the RTC decision, thus:WHEREFORE, the decision appealed from is hereby MODIFIED by deleting the awards of actual and moral damages as well as attorneys fees in favor of defendant spouses Vilma Esporlas Guzman and Isaac Guzman, and the award of attorneys fees in favor of defendant Second Laguna Development Bank.With the above modifications, the judgment below is AFFIRMED in all other respects.No pronouncement as to costs.SO ORDERED.[5]The Court of Appeals ratiocinated as follows:Inevitably, the core of the controversy is the determination of whether or not defendant spouses Vilma Esporlas and Isaac Guzman are purchasers in good faith.Apart from appellants bare assertion, we find no evidence to establish appellees bad faith.It is settled jurisprudence that whoever alleges bad faith in any transaction must substantiate his allegation, since it is presumed that a person takes ordinary care of his concerns and that private transactions have been entered in good faith.Clearly, we find appellants wanting in this respect.In this connection, it is essential to point out that prior to the foreclosure sale, appellants had the opportunity to object to the validity of the mortgage over the property in controversy.It is beyond dispute, as disclosed by evidence, that on June 4, 1986, appellant Benjamin Navarro wrote a certain Oscar of defendant-appellee bank, asking for the Statement of Accounts of defendant Esther Navarro.On August 8, 1988, appellant spouses wrote defendant-appellee bank, introducing themselves as the attorneys-in-fact of defendant Esther Navarro.Again, on January 5, 1990, appellant Benjamin Valerio (believed to be Benjamin Navarro by the courta quoper his signature) wrote the Far East Bank & Trust Company, the owner of defendant bank, requesting the latter to allow redemption of the land for (P450,000.00).On all these occasions, appellants did not even bother to question the validity of the purchasers title over the property.Hence, we agree with the courta quothat these acts of appellants were tainted with laches and estoppel.They failed for an unreasonable length of time to do that which by exercising due diligence could or should have been done earlier.They neglected or omitted to assert their right within a time reasonable under the premises, thereby warranting a presumption that they have abandoned such right.However, we find no sufficient justification for the awards of actual and moral damages as well as attorneys fees by the courta quo.Needless to emphasize, actual damages refer to those recoverable because of pecuniary loss, which include the value of the loss suffered and unrealized profits (8 Manresa 100).Actual damages must be proved and the amount of damages must possess at least some degree of certainty (Tomassi vs. Villa-Abrillee,L-7047, August 21, 1958, in relation toChua Teck Hee vs. Philippine Publishing House, 34 Phil. 447).Reviewing the records, we find no evidence whatsoever adduced by defendants-appellees to prove the actual loss suffered by them.All the courta quodid, in awarding actual damages in the amount of P50,000.00, is to state that defendants-appellees Isaac Guzman and Vilma Esporlas are entitled to actual damages for they were not able to enjoy their lawfully acquired property.This reason is simply not enough basis to award actual damages.As regards the claim for moral damages and attorneys fees, the courta quolikewise erred in awarding them.InDela Pena vs. Court of Appeals, 231 SCRA 456, it was held that it is improper to award them on the sole basis of an action later declared to be unfounded in the absence of deliberate intent to cause prejudice to the other.No proof has been introduced that the action filed by appellant spouses was deliberately intended to prejudice defendants-appellees.At the most, what we see here is appellants legitimate and genuine desire to seek redress through the judicial system and to obtain complete relief by including spouses Vilma Esporlas and Isaac Guzman and the Second Laguna Development Bank as party defendants.[6]Petitioners filed a partial motion for reconsideration of the Court of Appeals Decision but it was denied in the Resolution[7]dated June 11, 1997.Hence, the instant petition.Petitioners contend that the Court of Appeals erred in upholding the validity of the sale of the property between respondent bank and spouses Guzman and declaring that they are estopped from questioning the validity of the mortgage and its foreclosure.In their separate comments, respondents practically reiterated the findings and conclusion of the Court of Appeals in its assailed Decision.The petition lacks merit.InRural Bank of Compostela vs. Court of Appeals,[8]this Court held that the rule that persons dealing with registered lands can rely solely on the certificate of title does not apply tobanksbecause their business is one affected with public interest, keeping in trust money belonging to their depositors, which they should guard against loss by not committing any act of negligence which amounts to lack of good faith.Thus, inCruz vs. Bancom Finance Corporation,[9]this Court stressed that a mortgagee-bank is expected to exercise greater care and prudence before entering into a mortgage contract, even those involving registered lands.The ascertainment of the status or condition of a property offered to it as security for a loan must be a standard and indispensable part of its operations.In entering into the mortgage contract with spouses Velasco, there was no indication that respondent bank acted in bad faith.Spouses Velasco presented to the bank their TCT No. 114256 showing they were then the absolute owners thereof.Indeed, there were no circumstances or indications that aroused respondent banks suspicion that the title was defective.As to the validity of the sale of the property to respondent spouses Guzman, this Court agrees with the finding of the Court of Appeals that petitioners are estopped from assailing the same.Article 1431 of the Civil Code states that through estoppel an admission or representation is rendered conclusive upon the person making it, and cannot be denied or disproved as against the person relying thereon.A person, who by his deed or conduct has induced another to act in a particular manner, is barred from adopting an inconsistent position, attitude or course of conduct that thereby causes loss or injury to another.[10]It bears reiterating that in their two letters to respondent bank earlier mentioned, petitioners did not state that spouses Velasco falsified their signatures appearing in the Deed of Absolute Sale.Nor did they question the validity of the mortgage and its foreclosure.Indeed, those letters could have led respondent bank to believe that petitioners recognized the validity of the Deed of Absolute Sale and the mortgage as well as its subsequent foreclosure.WHEREFORE, the instant petition is DISMISSED.The challenged Decision dated April 21, 1997 of the Court of Appeals in CA-G.R. CV No. 44240 is AFFIRMED.SO ORDERED.Puno, (Chairman), PanganibanandCarpio-Morales, JJ.,concur.Corona, J.,on leave.

G.R. No. L-11108 June 30, 1958CHUA HAI,petitioner,vs.HON. RUPERTO KAPUNAN, JR. as Judge of the Court of First Instance of Manila and ONG SHU,respondents.Pedro Panganiban y Tolentino for petitioner.German Lee for respondent Ong Shu.REYES, J. B. L.,J.:Certiorariagainst an order of the Court of First Instance of Manila, Hon. Ruperto Kapunan, Jr. presiding, ordering the return to the complainant in criminal case No. 34250,People vs. Roberto Sotto, of 100 sheets of galvanized iron roofing which had been sold by the accused in said case to petitioner herein, Chua Hai. The order is as follows:Counsel for the complainant in this case seeks the return of the 700 sheets of galvanized iron now with the Manila Police Department which form part of the hardware materials involved in this case. Chua Hai, one of the persons who purchased from the accused one hundred (100) pieces of the said galvanized iron sheets, opposes the said motion on the ground that the question of ownership should be determined in the proper proceedings, claiming that he has a valid title to the 100 pieces, having bought them from the accused Roberto Soto on February 1, 1956. Roberto Soto is presently at large, his arrest having been ordered by this Court on June 13, 1956, for failure to appear for trial.Considering the provisions of Article 105 of the Revised Penal Code, the said 700 sheets, except five of them which are to be retained for purposes of evidence, are hereby ordered returned to the complainant, subject, however, to the condition that the complainant post a bond in an amount equal to twice the value of 100 sheets in favor of Chua Hai who has a claim of ownership to the said 100 sheets, and without prejudice on the part of said Chua Hai to file the corresponding action on the matter of ownership thereof by virtue of his purchase from the herein accused.From the facts alleged in the pleadings presented in this case, we gather the following: On January 31, 1956, Roberto Soto purchased from Youngstown Hardware, owned by Ong Shu, 700 corrugated galvanized iron sheets and 249 pieces of round iron bar for P6,137.70, and in payment thereof he issued a check drawn against the Security Bank and Trust Company for P7,000.00, without informing Ong Shu that he had no sufficient funds in said bank to answer for the same. When the check was presented for payment, it was dishonored for insufficiency of funds. Soto sold 165 sheets in Pangasinan and 535 sheets in Calapan, Mindoro. Of those sold in Pangasinan, 100 were sold to petitioner Chua Hai. When the case was filed in the Court of First Instance of Manila against Roberto Soto, for estafa, the offended party filed a petition asking that the 700 galvanized iron sheets, which were deposited with the Manila Police Department, be returned to him, as owner of the Youngstown Hardware. Petitioner herein opposed the motion with respect to the 100 sheets that he had bought from Soto. Notwithstanding the opposition, the court ordered the return of the galvanized iron sheets to Ong Shu. Petitioner then presented a motion to reconsider the order, alleging that by the return thereof to the offended party, the court had not only violated the contract of deposit, because it was in that concept that petitioner had delivered the 100 sheets to the Manila Police Department, and that said return to Ong Shu amounted to a deprivation of his property without due process of law. It is also claimed that Article 105 of the Revised Penal Code, under whose authority the return was ordered, can be invoked only after the termination of the criminal case and not while said criminal case is still pending trial.The court having given no heed to these protests on the part of the petitioner, the latter brought the present petition to this Court alleging that the order of the respondent judge constitutes a deprivation of petitioner's property without due process of law, violating the contract of deposit under which the sheets were delivered to the police department of the City of Manila, and determining the respective rights of petitioner and respondent Ong Shu without a previous trial of the criminal case all of which constitute a grave abuse of discretion and excess of jurisdiction. In answer to the petition, it is claimed that as respondent Ong Shu is the owner of the property, he has the right to recover possession thereof even if said property appears to have fallen into the possession of a third party who acquired it by legal means, provided that said form of acquisition is not that provided for in Article 464 of the Civil Code (where property has been pledged in amonte de piedadestablished under authority of the Government) ; that even if the property was acquired in good faith, the owner who has been unlawfully deprived thereof may recover it from the person in possession of the same unless a person in possession acquired it in good faith at a public sale. (Art. 559, Civil Code of the Philippines). It is also claimed that under the provisions of Article 105 of the Revised Penal Code, under which restitution is made by a return of the thing itself whenever possible, the galvanized iron sheets in question should be returned to the offended party, the owner, and that there is no provision of law requiring that the criminal case must first be finally disposed of before restitution of the goods swindled can be ordered returned to the owner. In answer to the allegation that petitioner has been deprived of his property without due process of law, it is alleged that same is without foundation because the petitioner was given ample time to be heard. As to the claim that the galvanized iron sheets in question were deposited with the Manila Police Department, it is argued that the delivery to the Manila Police Department was by virtue of the order of the court, because the said sheets, were the subject of or are the instruments of the commission of the crime ofestafa, and the court had the power to order the return thereof to the owner after it had satisfied itself of the ownership thereof by the offended party. It is also alleged in defense that petitioner's rights, if any, are sufficiently protected by the bond that the court has required to be filed.We find the case meritorious, since petitioner's good faith is not questioned. To deprive the possessor in good faith, even temporarily and provisionally, of the chattels possessed, violates the rule of Art. 559 of the Civil Code. The latter declares that possession of chattels in good faith isequivalent to title; i.e., that for all intents and purposes, the possessor is the owner, until ordered by the proper court to restore the thing to the one who was illegally deprived thereof. Until such decree is rendered (and it can not be rendered in a criminal proceeding in which the possessor is not a party), the possessor, as presumptive owner, is entitled to hold and enjoy the thing; and "every possessor has a right to be respected in his possession; and should he be disturbed therein he shall be protected in or restored to said possession established by the means established by the laws and the Rules of Court."(Art. 539, New Civil Code).The decision of the court below, instead of conforming to Arts. 559 and 539 of the Civil Code, directs possessor to surrender the chattel to the claimant Ong Shu before the latter has proved that he was illegally deprived thereof, without taking into account that the mere filing of a criminal action forestafais no proof thatestafawas in fact committed. Instead of regarding the possessor as the owner of the chattel until illegal deprivation is shown, the court below regards the possessor of the chattel not as an owner, but as a usurper, and compels him to surrender possession even before the illegal deprivation is proved. We see no warrant for such a reversal of legal rules.It can not be assumed at this stage of the proceedings that respondent Ong Shu is still the owner of the property; to do so it take for granted that theestafawas in fact committed, when so far, the trial on the merits has not even started, and the presumption of innocence holds full sway.In the third place, the civil liability of the offender to make restitution, under Art. 105 of the Revised Penal Code,does not ariseuntil his criminal liability is finally declared, since the former is a consequence of the latter. Art. 105 of the Revised Penal Code, therefore, can not be invoked to justify the order of the court below, since that very article recognizes the title of an innocent purchaser when it says:ART. 105. Restitution . . .The thing itself shall be restored, even though it be found in the possession of a third person who has acquired it by lawful means, saving to the latter his action against the proper person who may be liable to him.This provision is not applicable in cases in which thething has been acquired by the third person in the manner and under the requirements which, by law, bar an action for its recovery. (R.P.C.) (Emphasis supplied)The last paragraph of Article 105 plainly refers to those cases where recovery is denied by the civil law, notwithstanding the fact that the former owner was deprived of his chattels through crime. One of these cases is that provided for in Art. 85 of the Code of Commerce:ART. 85. La compra de mercaderias en almacenes o tiendas abiertas al publico causara prescripcion de derecho a favor del comprador respecto de las mercaderias adquiridas, quedando a salvo en su caso los derechos del propietario de los objetos vendidos para ejercitar las acciones civiles o criminales que puedan corresponderle contra el que los vendiere indebidamente. (Civ. 464)Para los efectos de esta prescripcion, se reputaran almacenes o tiendas abiertas al publico:1. Los que establezcan los comerciantes inscritos.2. Los que establezcan los comerciantes no inscritos, siempre que los almacenes o tiendas permanezcan abiertos al publico por espacio de echo dias consecutivos, o se hayan anunciado por medio de rotulos, muestras o titulos en el local mismo, o por avisos repartidos al publico o insertos en los diarios de la localidad.Notwithstanding the claim of some authors that this Art. 85 has been repealed, the fact is that its rule exists and has been confirmed by Article 1505 of the new Civil Code:ART. 1505. Subject to the provisions of this Title, where goods are sold by a person who is not the owner thereof, and who does not sell them under authority or with consent of the owner, the buyer acquires no better title to the goods than the seller had, unless the owner of the goods is by his conduct precluded from denying the seller's authority to sell.Nothing in this Title, however, shall affect:x x x x x x x x x(3) Purchases made in a merchant's store, or in fairs, or markets in accordance with the Code of Commerce and special laws. (C.C.)But even if the articles in dispute had not been acquired in a market, fair or merchant's store, still, so far as disclosed, the facts do not justify a finding that the owner, respondent Ong Shu, wasillegallydeprived of the iron sheets, at least in so far as appellant was concerned. It is not denied that Ong Shu delivered the sheets to Soto upon a perfected contract of sale, and such delivery transferred title or ownership to the purchaser. Says Art. 1496:ART. 1496. The ownership of the thing sold is acquired by the vendee from the moment it is delivered to him in any of the ways specified in articles 1497 to 1501, or in any other manner signifying an agreement that the possession is transferred from the vendor to the vendee. (C.C.)The failure of the buyer to make good the price does not, in law, cause the ownership to revest in the seller until and unless the bilateral contract of sale is first rescinded or resolved pursuant to Article 1191 of the new Civil Code.And, assuming that the consent of Ong Shu to the sale in favor of Sotto was obtained by the latter through fraud or deceit, the contract was not thereby rendered voidab initio, but only voidable by reason of the fraud, and Article 1390 expressly provides that:ART. 1390. The following contracts are voidable or annullable, even though there may have been no damage to the contracting parties:(1) Those where one of the parties is incapable of giving consent to a contract;(2) Those where the consent is vitiated by mistake, violence, intimidation, undue influence or fraud.These contracts are binding, unless they are annulled by a proper action in court. They are susceptible of ratification. (C.C.)Agreeably to this provision, Article 1506 prescribes:ART. 1506. Where the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith, for value, and without notice of the seller's defect of title. (C.C.)Hence, until the contract of Ong Shu with Sotto is set aside by a competent court (assuming that the fraud is established to its satisfaction), the validity of appellant's claim to the property in question cannot be disputed, and his right to the possession thereof should be respected.It is no excuse that the respondent Ong Shu was required to post a redelivery bond. An indemnity bond, while answering for damages, is not, by itself alone, sufficient reason for disturbing property rights, whether temporarily or permanently. If the invasion is not warranted, the filing of a bond will not make it justifiable.Questions of ownership and possession being eminently civil in character, they should not be settled by exclusive reference to the Revised Penal Code. If Ong Shu has reason to fear that petitioner Chua Hai may dispose of the chattels in dispute and thereby render nugatory his eventual right to restitution, then the proper remedy lies in a civil suit and attachment, not in an order presuming to adjudicate in a criminal case the civil rights of one who is not involved therein.Summing up, we hold:1) That the acquirer and possessor in good faith, of a chattel or movable property is entitled to be respected and protected in his possession, as if he were the true owner thereof, until a competent court rules otherwise;2) That being considered, in the meantime, as the true owner, the possessor in good faith cannot be compelled to I surrender possession nor to be required to institute an action for the recovery of the chattel, whether or not an indemnity bond is issued in his favor;3) That the filing of an information charging that the chattel was illegally obtained through estafa from its true owner by the transferor of the bona fide possessor does not warrant disturbing the possession of the chattel against the will of the possessor; and4) That the judge taking cognizance of the criminal case against the vendor of the possessor in good faith has not right to interfere with the possession of the latter, who is not a party to the criminal proceedings, and such unwarranted interference is not made justifiable by requiring a bond to answer for damages caused to the possessor.Wherefore, the writ of certiorari is granted, and the order of the Court of First Instance of Manila in Criminal Case No. 34250, dated July 31, 1956, is hereby revoked and set aside, as issued in abuse of discretion amounting to excess of jurisdiction. Costs against appellant Ong Shu.Paras, C. J., Bengzon, Montemayor, Reyes, A., Bautista Angelo, Concepcion, and Endencia, JJ.,concur.

Separate OpinionsFELIX,J.,concurring:The issue in this case revolves around the proposition of whether or not "goods purchased by an accused, for which he paid with a rubber check, can be seized from a third party who bought the same in good faith and for a valuable considerationbeforethe offender, who was charged with estafa, is tried and convicted."I concur with the reasons adduced in the majority decision but the main basis of my vote with the majority of the Court is based on the principle that Article 105 of the Revised Penal Code relied upon by the lower Court for the issuance of the order which We revoked and set aside in this instance, cannot be invoked and made applicable to the case at bar.As it is known, among the civil liabilities established by Articles 100 to 103 of the Revised Penal Code restitution is included and Article 105 of the same Code dealing on restitution, provides the following:ART. 105.Restitution. How Made. The restitution of thething itself must be made whenever possible, with allowance for the deterioration or diminution of value as determined by the court.Thething itselfshall be restored, even though it be found in the possession of a third person who ha