JULIA TUMANENG, PETITIONER, VS. FRANCISCO ABAD, RESPONDENT.

On January 8, 1935, petitioner Julia Tumaneng sold a parcel of
land situated in Matayag, Solsona, Ilocos Norte, to the respondent. The price
was P995, and the vendor and her heirs were granted the right to repurchase it
from the vendee and his heirs. On March 19, 1944, the respondent received from
the petitioner the sum of P1,000 in Japanese war notes for the repurchase of the
property. Receipt of this amount by the respondent appears at the back of the
private deed of sale. The respondent continued in possession of the property
even after the year 1944, so in 1946 petitioner brought this action to recover
the value of the harvests on the land from the date of the repurchase. The Court
of First Instance dismissed the action but gave petitioner one year from notice
of the decision within which to repurchase the land for the sum of P995. Against
this decision petitioner appealed to the Court of Appeals. This court affirmed
the judgment dismissing the case, but reversed it in so far as it granted
petitioner the right to redeem the property, declaring respondent absolute owner
of the property and its products from January 9, 1940. In arriving at this
judgment, it held that the period for the repurchase of the property had expired
on January 8, 1940, in accordance with the first paragraph of article 1508 of
the Spanish Civil Code. Against this judgment petitioner has presented an appeal
to this Court by certiorari.

The disputed portion of the deed of sale executed between the
parties contains the following stipulations:

* * *. It is my agreement with Mr. Francisco Abad y Simon that
after a year after which he shall have received the fruits of said lands, I
shall have the right to redeem the land with the same amount of money that I
received from him without any deduction. But if I will have yet no money with
which to repurchase, I shall nevertheless together with my heirs have the
freedom to repurchase the land and that he or his heirs will not be atle to
refuse the repurchase provided, I could return the amount of one thousand pesos.
It is also agreed with Sr. Francisco Abad y Simon that I will not exercise my
right to repurchase at a time when the rice seedlings have already been prepared
for the land but that I will wait until after the harvest.

Petitioner contends that there is an express agreement on the
period of repurchase, within the meaning of paragraph 2 of article 1508 of the
Civil Code. According to petitioner’s contention, the right of repurchase may be
exercised at any time, or for an unlimiated time. It is also argued that as the
contract expressly provides that if the land is planted to rice when the right
to repurchase is to be exercised, redemption can not be effected until after the
harvest, every year the right to repurchase is revived upon termination of the
harvest, and as no particular year when the harvest or seedling preparation is
mentioned, the right must subsist from year to year. In. reply, respondent
contends that no period has been fixed for redemption, arguing that the grant of
freedom to repurchase is only a recognition of the right, whereas the use of the
term “heirs” is to provide against the uncertainty of human life.

There is no question that the terms of the contract are not
clear on the period of redemption. But the intent of the parties thereto is the
law between them, and it must be ascertained and enforced. It must be gleaned
from the language of the contract, as well as from the conduct of the parties.
The parties expressly agreed that if the vendor could not repurchase the
property after the expiration of one year from the time that the vendee receives
the fruits of the land because of lack of funds, she or her heirs shall
nevertheless have the freedom to repurchase the land from the vendee or his
heirs, provided the amount of P1,000 be returned. In the first place, freedom to
repurchase is expressly granted, which can be exercised only after one year from
the time the vendee receives the fruits of the land, without any other
limitation whatsoever except as to the price and the existing rice crop on the
land. In the second place, the grant is made not to the vendor alone but also to
her heirs, and against the vendee and his heirs also. Our inference from these
circumstances is that an indefinite or an unlimited period of redemption was
intended. The presence of the terms as “nevertheless” and “heirs” can be
explained only by an intent to extend the period for an indefinite time. We may
not ignore such terms and refuse to give them the effect that they naturally
imply, which is an indefinite period. We are expressly enjoined by law (article
1289, Civil Code) to adopt this form of interpretation of the contract, as it
provides for the least transmission of rights and interests between the
contracting parties. The right to redeem is, furthermore, a natural right, and a
construction of the contract favoring it should be followed. (Section 6G, Eule
123, Rules of Court.)

In the case of Rosales vs. Reyes and Ordovesa, 25 Phil., 495,
the parties agreed “that the right to repurchase could not be exercised within
three years from the date of the contract.” This Court held that the most
logical and just construction is one which would terminate the contract in ten
years from the date of the execution. As grounds for this conclusion it
explained that unless limited by the contract of the parties, it was generally
held that the right to repurchase was perpetual. There was no limitation of the
period either under the Partidas or under the Roman Law. In modern times,
however, it has been deemed advisable to limit the time within which the right
to redemption can be exercised. This limitation is contained in Article 1508,
paragraph 2, of the Civil Code. (Ibid., p. 497.) In the case at bar, redemption
was prohibited in the first year, but thereafter the freedom to repurchase is
expressly given even in favor of and against the heirs of the contracting
parties, subject to another limitation, i.e., that redemption should not be
exercised at a time when the seedlings for the land have already been prepared.
The express recognition of the right to repurchase subject to no limitation
whatsoever except those indicated necessarily implies that the period should be
indefinite, under the principle inclusio unius est exclusio alterius.

Our attention has been invited also to the case of Ban-dong vs.
Austria, 31 Phil., 480, wherein this Court held that the statutory limitation of
four years upon the right of redemption was not applicable. In that case the
vendors stipulated “we will repurchase the land at the same price; neither of us
to make any stipulation as to the interest on the money or products of the land,
but in the month of March of any year, if we repurchase.” This Court reasoned
thus: “In the event that they could assert that right in the month of March of
any year after the date of the contract, it could not be said that there was no
express agreement authorizing them to do so. Similarly, if the vendor and her
heirs in the case at bar have the right to repurchase the land without any
limitation, except during those periods when rice seedlings have already been
prepared for the land, it is evident that the parties intended that there be no
limit to the time for redemption, because the planting of the land takes place
every year.

Article 1508 of the Civil Code provides:

El derecho de que
trata el articulo anterior durara, a falta de pacto expreso, cuatro anos
contados desde la fecha del contrato.

En caso de estipulacion, el plazo no podra
exceder de diez años.

We have chosen the Spanish text because the transla’tions do
not reflect the exact shade of thought conveyed by the two paragraphs of the
article. Manresa explains the application of each of the paargraphs of the
article thus:

Viviendo ahora al precepto contenido en el art. 1.508, diremos
que en el se provee a dos supuestos distintos: primero, el de que, habiendose
convenido el retro, no se haya estipulado plazo para su duracion; y segundo, el
de que se haya estipulado ese plazo. En el primer caso se entendera que la
accion dura cuatro anos, contados desde la fecha del contrato; en el segundo,
las partes habran njado el que tengan por conveniente, aunque siempre dentro del
precepto de derecho necesario que determina que ese plazo no podra exceder de
diez anos. (10 Manresa 276, 4th ed.)

So that the first paragraph is applicable to a case where do
period has been fixed for the redemption, “cuando no se haya estipulado plazo
para su duracion”; and the second, when a period has been agreed upon.

We have examined the decisions upon which the Court of Appeals
based its decision, and we find that in all of them the contracts did not
mention any period of redemption. In the last case cited (Aliño vs. Adove, 42
Phil. 302) this Court said that there is always a period applicable, either
conventional or legal. The former is fixed by the parties and can not exceed ten
years; the latter is fixed by law at four years. (Ibid., p. 304.)

In the case at bar we find an agreement on the period. The
agreement contains the following provisions, namely, first, that redemption can
not be effected within the first year counted from the time the vendee receives
the fruits of the land; second, that even if redemption can not be effected at
the end of the first year as specified above, the vendor and her heirs shall
nevertheless have the right to redeem it from the vendee and his heirs; and
third, that redemption can not be effected at a time when the seedlings for the
land have already been prepared. The agreement, in our opinion, fixes an
unlimited period, although this is not clear and unequivocal, due perhaps to
faulty expression. When the parties stipulated that the vendor and her heirs
shall nevertheless have the right to make the repurchase, they meant that they
shall have the right to do so any time. We have here, therefore, not a case
where no period at all has been agreed upon, but one with a period which shall
start after the first year the vendee receives the fruits of the land, and which
shall, nevertheless, continue without limitation. In order to be applicable, the
law (paragraph 2 of article 1508) requires the existence of an agreement, not a
definite or clear agreement on the period. The mere fact that the agreement is
obtained by inference does not argue in favor of its non-existence. Lack of
clearness in the language of the agreement should not be confused with silence;
in other words, not because the language fixing the period is not clear,
positive, and unequivocal, may we conclude that an express agreement is absent.

In resume we hold that the parties in the case at bar intended
that the right of redemption could be exercised at any time after the first
year, subject to the conditions established, but pursuant to paragraph 2 of
Article 1508 of the Civil Code, the exercise of the right can be made only
within ten years from the date of the contract. It follows, therefore, that the
redemption, which was made in the year 1944, was effected within the period of
time authorized by law (ten years), and the same is valid and effective between
the parties.

With respect to the claim of petitioner for damages for the
refusal of respondent to return the land, we find that petitioner should not be
entitled thereto before he filed this action in May, 1946, because it does not
appear that he ever had demanded the return of the property prior thereto. We
also take judicial notice of the fact that the period of harvest in the
Philippines is from November to January. Petitioner should be entitled to the
owner’s share in the products from the agricultural year 1946-1947. The
respondent admitted that during that year he harvested six uyones, one half of
which is valued at P150.

He should be sentenced to pay this sum, and to account for the
owner’s share in the harvests thencefrom until he returns the possession of the
land to petitioner.

For the foregoing considerations, we hereby reverse the
judgment of the Court of Appeals, and we declare petitioner owner of the land in
question and sentence the respondent to deliver the possession thereof to her.
Respondent is hereby likewise ordered to pay petitioner the sum of P150 for the
harvest of the year 1946-1947, and render an accounting of and deliver the
owner’s share in the harvests of all the years from the year 1947-1948, until he
delivers the land to petitioner. Without costs.

Paras, C. J., Pablo, Bengzon, Padilla, Tuason, Montemayor, and
Bautista Angelo, JJ., concur.