G.R. No. 20107. September 14, 1923

This action was instituted in the Court of First Instance of the City of
Manila by the plaintiffs, Agapito Zialcita and Julia Cailles de Zialcita, to
compel the defendant, Josefa Arias y Fernandez, to pay to the plaintiffs the sum
of P9,000, representing a balance of the purchase price of a piece of land which
the plaintiffs had bargained to sell to the defendant, and to recover damages
for breach of contract on the part of the defendant. To the complaint in this
action the defendant interposed an answer, consisting of a general denial, and
by way of a counterclaim the defendant sought to recover the sum of P3,000 with
interest, which the defendant had paid to the plaintiffs as part payment of the
land which had been the subject of agreement. At the hearing the trial judge
absolved the defendant from the complaint and entered judgment in favor of the
defendant to recover on her counterclaim the sum of P3,000, with legal interest
from April 4, 1922, with a deduction of P70, the value of certain canes that had
been cut from the lot by the defendant.

It appears in evidence that the plaintiffs are the owners of a lot containing
11,543 square meters, located in the barrio of San Dionisio, of the municipality
of Parañaque, Province of Rizal; and in September of the year 1920 Julia Cailles
de Zialcita entered into negotiations with the defendant, Josefa Arias y
Fernandez, for the sale of said lot to the latter. In the end an agreement was
reached by which Josefa Arias y Fernandez delivered to Julia Cailles de Zialcita
the sum of P3,000 in part payment of the purchase price of said property. The
payment and receipt of this money is evidenced by a written receipt (Exhibit A),
dated September 22, 1920.

It was agreed that the price should be at the rate of one peso per square
meter, the exact superficial area of the lot to be determined by survey; and it
was further understood that the transaction should be concluded and the balance
of the purchase price paid as soon as the plaintiffs could deliver to the
defendant a Torrens title for the property in question. In fact, on September
13, 1920, a few days prior to the date of the agreement above mentioned, a
proceeding had been instituted in the Court of First Instance of Rizal to
register the property in the name of the Zialcitas. Obstacles to the speedy
registration of the land seem to have been encountered, with the result that
neither in 1920 nor in 1921, were the plaintiffs able to deliver a Torrens title
to Josefa Arias y Fernandez. Meanwhile the defendant had taken possession of the
land and, after clearing off some bamboo which grew thereon, she constructed
upon the ground a camarin to contain a rice mill which she intended to
instal therein. As months went by, however, without the Torrens title being
forthcoming, the defendant became impatient and repeatedly demanded that the
plaintiffs should produce the title to the land. Finally on September 27, 1921,
Agapito Zialcita, in a written communication to the attorney of Josefa Arias y
Fernandez, promised to return to Josefa Arias y Fernandez the P3,000 which had
been received from her “if within the month of February, 1922, we do not succeed
in delivering to Josefa Arias the Torrens title to the property in Parañaque,
Rizal, which has been promised to her in sale.” (Exhibit 1.)

The defendant, Josefa Arias, seems to have accepted this offer as affording a
satisfactory solution of the case, and we think that the rights of both the
parties in respect to the sale of the land were definitively fixed thereby.
Whatever the conditions and understanding may have been prior thereto, they were
in our opinion thereafter bound by this agreement as to the time within which
the certificate of title should be forthcoming.

It will be noted that by the agreement last above referred to, the plaintiffs
were bound to supply the Torrens title within the month of February, 1922, and
if they should not be able to comply with that condition, they were obligated to
return the P3,000 which had been received in part payment. When the last day of
February, 1922, arrived, the plaintiffs tendered to the defendant the Torrens
certificate of title which is in evidence as Exhibit B. This certificate is in
proper form and in all respects regular (with the exception of the point
presently to be mentioned) and was issued on February 16, 1922, by the Chief of
the Land Registration Office upon the order of the Judge of First Instance of
Rizal. The defendant, however, who had already vacated the land, refused to
accept the certificate of title thus tendered and to conclude the transaction
for the purchase of the property, on the ground that said certificate had been
prematurely issued, and that the judgment upon which it was issued had not
become final at the time of the tender.

The facts relating to this point are that the decision adjudicating the title
of the property to the petitioners in the registration proceeding was made on
December 28. 1921. On January 20, 1922, notice of this decision was served upon
the opponents, Abdon Cruz and Pascual Cortes On February 14 thereafter said
opponents entered an exception to said judgment and made a motion for a new
trial. This motion was denied on February 18, and notification of the order
denying the new trial was effected upon the opponents on February 28.

From this it will be seen that on February 28 the time had not yet expired
within which the opponents might have tendered a bill of exceptions and
prosecuted an appeal to this court. It is a further fact that an attempt was
later made to get the court to allow a bill of exceptions in behalf of said
opponents, but the court then refused to sign the bill tendered on the ground
that the time therefor had passed. No further steps were taken looking towards
the prosecution of an appeal, and in due time the judgment became in fact
final.

It is well to state that Judge Llorente, presiding in the Court of First
Instance of Rizal, entered an order on February 10, 1922, for the issuance of
the certificate of title, and, as already stated, the certificate of title
(Exhibit B) was issued by the Chief of the Land Registration on February 16,
pursuant to that order. However, when the motion for a new trial was made on
February 14, by the opponents, Judge Llorente immediately entered an order
revoking his previous order for the issuance of the title, but by some
inadvertence or other the certificate of title was nevertheless issued.

From the foregoing it will be seen that when the period expired within which
the plaintiffs had obligated themselves to have a certificate of title
forthcoming, the proceedings for the registration of the land were not yet
concluded, and it was still within the power of the opponents to prolong the
litigation by an appeal to the Supreme Court, as they in fact attempted, though
unsuccessfully, to do.

Upon this state of facts we are of the opinion that the plaintiffs have not
complied with the condition expressed in the letter Exhibit 1, namely, to
produce a Torrens title by the end of February, 1922. Where a purchase of land
is conditioned upon the supplying of a Torrens title by the seller, the
purchaser cannot be compelled to accept a certificate such as Exhibit B in this
case, issued upon a judgment that had not yet become final. One who stipulates
for a Torrens title means to receive a title in respect to which all opposition
has been overcome. He cannot be forced to shoulder a lawsuit. It may be very
true that the opposition made in this case was without merit, but on that
question we need not enter. We simply hold that a vendor of land who stipulates
to supply a Torrens title within a stipulated period must produce and tender
within that period a document which rests upon a conclusive adjudication that
has become final in every sense.

The judgment appealed from will be affirmed, with costs against the
appellants. So ordered.

Araullo, C.J., Johnson, Malcolm, Avanceña,
Villamor, Johns, and Romualdez, JJ., concur.