INTESTATE ESTATE OF THE LATE EULALIO ILAGAN BISIG, SANTOS ILAGAN, ADMINISTRATOR.

TUASON, J.:


This is an appeal from an order of the Court, of First Instance of Nueva
Ecija in an intestate proceeding disapproving the sale of two parcels of land by
the administrator to the present appellant and her husband, since deceased.

It appears that under date of September 5, 1941, the administrator, one of
the children and heirs of the decedent, executed “an absolute deed of sale” over
two parcels of land for P18,000.00 in favor of Severo Cruz and his wife. On
September 18, the administrator submitted the deed to the court with a
corresponding motion tearing the same date as the deed of conveyance for
approval. All the other children and heirs of the decedent, four in number and
all of lawful age, gave their approval and conformity to the sale and to the
administrator’s motion by signing with appropriate expressions both papers. The
motion with the deed attached was set for hearing for September 22, 194, but for
reasons not appearing on the record, it seems that this motion was not acted
upon.

On December 18, 1943 the heirs of the deceased, except Santos Ilagan, the
administrator, filed a written opposition to the sale. On June 30, 1944, Judge
Quintin Paredes, Jr. sustained the opposition holding that the sale was
“improper.” Judge Paredes said that “the sale was, in effect, primarily intended
to pay the mortgage debt, and to sell the aforesaid property preferentially to
the mortgagee.”

The grounds of the opposition were that “the price fixed in the motion is not
reasonable under the present condition, because now the two (2) parcels of land
command a better and higher price than P18,000 as fixed in the executory
contract of sale in favor of the mortgagees, Severo Cruz and Estefania Rodriguez
de Cruz, which will not be beneficial to the estate.” In this instance, the
appellees maintain that the properties, which were the subject matter of the
sale, being in custodia leg la, the sale “could only be validly effected under
and by virtue of an express authority of the Court having cognizance of the
proceedings and only upon strict compliance with the formalities prescribed by
law.”

A case in point is Generosa Teves de Jakosalem vs. Nicolas
Rafols,[1] No. 28372, July 24, 1942, 2 Off. Gaz., 31, 32. We will quote at
length from that decision as we think it is decisive of the main issue in the
present case.

“The lower court absolved Nicolas Rafols upon the theory that Susana Melgar
could not have sold anything to Pedro Cui because the land was then in
custodia legis, that is, under judicial administration. This is error.
That the land could not ordinarily be levied upon while custodia legis,
does not mean that one of the heirs may not sell the right, interest or
participation which he has or might have in the lands under administration. The
ordinary execution of property in custodia legis is prohibited to avoid
interference with the possession by the court. But the sale made by an heir of
his share in an inheritance, subject to the result of the pending
administration, in no wise, stands in the way of such administration.

“Article 44o of the Civil Code provides that the possession of hereditary
property is deemed to be transmitted to the heir without interruption from the
instant of the death of the decedent, in case the inheritance be accepted. And
Manresa with reason states that upon the death of person, each of his heirs
becomes the undivided owner of the whole estate left with respect to the part or
portion which might be adjudicated to him, a community of ownership being thus
formed among the co-owners of the estate which it remains undivided. ‘ (3
Manresa, 3575 Alcala vs. Alcala, 35 Phil. 679). And according to
article 399 of the Civil Code, every part owner may assign or mortgage his part
in the common property, and the effect of such assignment or mortgage shall be
limited to the portion which may be alloted to him in the partition upon
dissolution of the community. Hence in the case of Ramirez vs.
Bautista, 14 Phil., 528, where some of the heirs, without the concurrence of the
other, sold a property left by their deceased father, this Court, speaking
through its then Chief Justice Cayetano Arellano, said that the sale was valid,
but the effect thereof was limited to the share which may be alloted to the
vendors upon partition of the estate.

“Its results therefor that the sale made by Susana Melgar in favor of Pedro
Cui was valid, but it would be effective only as to the portion to be
adjudicated to the vendor upon partition of the property left by her deceased
father, Juan Melgar. And as on December 12, 1920, upon partition of said
property the land in question was adjudicated to Susana Melgar, the sale of the
whole land which the latter made in favor of Pedro Cui was entirely
confirmed.”

The appellees distinguish the above case from the case at bar in that, it is
argued, in the former the heir personally made the sale while in the latter the
seller was the judicial administrator. But the distinction thus noted goes to
form. In their effects and in the underlying principles, the two cases are
analogous. The appellees by signing the deed of sale in token of approval bound
themselves as completely and as effectively as if they had signed the document
as vendors, or co-vendors with the administrator. If they had executed a
separate document authorizing the sale the result could not have been any
different. What else could be the meaning and effect of their approval and
conformity? “A sale which the representative makes, with the written assent of
all legatees or distributees of the estate, is in effect their sale as well as
his, and, if made in good faith, ought to bind strongly, provided that all the
persons assenting are sui juris.” 3 Schouler on Wills, Executors and
Administrators, section 2366, Executors and Administrators, Sec. 2366, p. 2187.

We believe that estoppel is well pleaded. “Heirs, by their conduct in remaining
silent when a sale of a decedent’s property is made by the executor or
administrator, or by so conducting themselves as to consent or assent in the
consummationcf the sale, may estop themselves from subsequently questioning the
validity of the sale,” 21 Am. Jur. p. 756.

The applicable estoppel is estoppel by deed, a bar which precludes a party
from denying the truth of his deed. Prejudice is not an essential element of
this kind of estoppel.

However, equitable estoppel or estoppel by misrepresentation fits as well
into the facts of this case. Disapproval of the sale would result in material
injury or detriment to the vendees.

It will be noted that, although neither the administrator nor the other heirs
received any part of the proceeds upon the consummation of the sale or
afterward, except a promissory note for P2,100.00 payable in 60 days, it is a
fact that the estate owed the vendees P12,000.00 exclusive of interest. Of this
amount P500.00 had been received by the decedent himself in his lifetime, and
the remainder P500.00, by the administrator avowedly for the benefit of the
estate. The latter amount was secured by a mortgage on the lands sold and
authority for the loans by the administrator and the execution of a mortgage was
obtained with the express and written conformity of all the heirs. All the loans
bore 12 per cent interest per annum.

By reason of the sale, and relying on the good faith of these heirs, the
vendees, it is inferred from the contract, agreed to the cancellation of the
mortgage and stopped collecting interest. With the loans cancelled, the mortgage
or mortgages were not foreclosed upon the expiration of their terms. According
to the administrator, in his request for authority to sell, he had not paid
interest on the entire loan since 1939.

To disallow estoppel against the appellees in the face of these circumstances
would be to allow them to profit by their own wrong and inconsistency at the
expense of innocent parties.

Under the circumstances, the probate court should have approved the sale. The
subsequent increase in value of the property was not a sufficient reason for
turning down the conveyance. This should be true particularly where, as in this
case, the alleged inadequacy of price was based on war-time and invasion money
in which standard inadequacy which emerged after the sale and which could not have been availed
of if the court had not unduly delayed action on the motion for approval of the
sale. The prime factor in the approval or disapproval of a sale by an
administrator is the interest of innocent heirs, legatees, devisees and, above
all, creditors. In the present case, it is an admitted fact that there are
neither claims against the estate nor heirs other than the administrator and the
appellees. Unless fraud, mistake or duress intervened in the sale – and there is
no charge that any of these vices intervened- the heirs by their assent placed
themselves outside the protection of the court. They can not be heard to say
that the sale was detrimental to their interest.

The heirs being estopped from blocking the sale, and the opposition
disregard, the court had before it an agreement, not contrary to law, entered
into by the only parties interested in the estate regarding the disposition of
the estate’s assets. Viewed in this light, the court had no discretion to
disapprove the agreement. It has been held that, when there are no creditors or
all the debts have been paid, “the heirs have the right to ask the probate court
to turn over to them both real and personal property without division; and where
such request is unanimous, it is the duty of the court to comply with it, and
there is nothing ”in section 753 of the Code of Civil Procedure (now Section 1,
Rule 9, of the Rules of Court) which prohibits it.” (Del Val vs. Del
Val, 29 Phil. 53-539.) The right to demand the delivery of property includes the
right to dispose of it in the manner the heir please.

The court seemed to believe that the administrator, rather than sell the
mortgaged property to the creditor, as he did, should have allowed the mortgage
to take its course. Disregarding the fact that it is no concern of the court to
inquire into the judiciousness of a sale when all interested parties have given
their assent, the evidence is against the belief that if the mortgage had been
foreclosed, the property could have commanded a better price at an auction sale.
The administrator said in his request for permission to sell, a request
concurred in by all the other heirs, that the lands which he proposed to convey
to the mortgagees “cannot command a better and higher price, there being a
possibility of its being eroded by the Pampanga river.” The administrator was
presumed to know whereof he spoke, and so were the appellees. They were all of
age and must have been familiar with the prevailing prices of lands in their
municipality. Moreover, the administrator was a lawyer and signed some of his
motions both as administrator and as attorney for his brothers and sisters.
Experience shows that public sales seldom bring better results than private
sales.

It is said that the sale was conditional. The alleged condition is said to be
embodied in this clause of the deed of sales “That from the approval of this
sale, the said Severe Cruz and Estefania Rodriguez de Cruz, their heirs and
assigns, shall have the sole and absolute dominion and ownership and actual and
legal possession of the above described properties, good and valid title thereto
being hereby warranted.”

The question ceases to have any practical value after it is ruled that the
court is bound to approve the sale. Nevertheless, we will take it up if only to
show that this contention is without merit.

We do not construe the aforesaid stipulation as a condition precedent to the
validity and effectiveness of the sale. It is merely a covenant that, as the
lands were in the custody of the court and might not be taken out of that
custody without the courts permission, even though the granting of the
permission be mandatory, material possession of the parcels should not be
delivered till the court’s approval was secured. This is the view that accords
with the words of the entire instrument and the purposes of the parties as
gathered from their action. The heading of the conveyance is “Deed of Absolute
Sale”, and the vendors stated in the deed, “I do hereby sell, cede, transfer and
convey by way of absolute sale, etc.” The facts that, as has been seen,
all the previous transactions and pending accounts between the parties were
liquidated, that the balance resulting from the liquidation was charged to the sale
price, and that the loans liquidated ceased to earn any interest, add to the cogency
of the proposition that the sale was final and definite in the minds of the
parties, leaving nothing but the pro forma sanction of the probate
court.

Pushing the argument further, it should be noted that the disapproval,
(granting that approval was a condition precedent), was caused by the heirs
themselves, and that had no objection been offered by them there would have been
little likelihood of the approval being withheld. The point is that a party to a
contract may riot be excused from performing his promise by the non-occurrence
of an event which he himself prevented.

The order appealed from is reversed and the court below shall enter a new
order approving the sale and ordering the delivery of the lands in question to
the vendees or their successors in interest, with costs against the
appellees.

Paras, Pablo, Perfecto, Bengzon, and Briones, JJ.,
concur.