G. R. No. L-1724. October 12, 1950
NIEVES VDA. DE GONZALEZ MONDRAGON, PLAINTIFF AND APPELLANT, VS. ROMAN SANTOS, DEFENDANT AND APPELLEE.
TUASON, J.:
to rescind a deed of sale, Annex A, and to sentence the defendant to
execute a deed of reconveyance of the land sold and to deliver to the.
plaintiff 15,000 cavanes of palay, or to pay the value thereof, for
every crop year beginning 1941-42. It was further prayed “that for the
restitution of that part of the selling price received by the plaintiff
under the deed of sale, Exhibit A, the Court fix such reasonable amount
in present legal tender as would be equitable or legal equivalent of
P454,789.79 in Japanese military notes.” As an alternative to
rescission, it was prayed that the defendant be order and to pay the
plaintiff P35,921.27 with legal interest from the date of the filing of
the original complaint until fully paid.
After the trial was closed the plaintiff filed a third amended
complaint, in conformity with the evidence adduced, to recover other
parcels which, it is alleged, were not included in the contract but had
been taken possession of by the defendant.
It is hot necessary to detail the facts. The following highlights
of the case will suffice as convenient background for this decision.
It appears that Don Joaquin Gonzalez Mondragon, who died on
December16, 1940 in Manila, left a large tract of land known as
Hacienda Esperanza, situated in three municipalities of Pangasinan and
covered by five certificates of titles. The deceased had executed a
will and codicil in which he provided for the distribution and
disposition of his estate among his widow, Doña Hieves Balmori Vda. de
Gonzalez Mondragon, the plaintiff herein, and various children. To his
widow, the testator devised 33/34 of the hacienda, among other legacies.
In 1941, the widow and her children made a partition of the
inheritance, alloting to each heir separate and specific portions but
leaving pro-indiviso the residential lots and roads in the barrios
situated within the estate. They employed a surveyor, and a
sub-division plan, introduced in evidence as Exhibit 10, was drawn, on
which the area of the widow’s approximately one-third share was stated
to be 1,023 hectares.
Subsequent to the partition, negotiations were started, or resumed,
for the purchase by Don Roman Santos, the defendant, of the plaintiff’s
share and those of her children who were willing to sell. Offers and
counter-offers were made until, finally, the parties closed the deal
and executed the deed Exhibit *A,rt or “1” on August 5, 1941. The
pertinent provisions of the deed read:
“Nosotros, Nieves Balmori Vda. de Gonzalez, Joaquin
P. Gonzalez, casado son Filomena Pacheco, Esperanza Gonzalez, casada
con Marcel Peyronnet, Roberto V. Gonzalez, casado con Katherine G.
McCraken, Enrique F. Gonzalez, casado con Luisa Tapales, Asuncion H.
Gonzalez, casado con Cristina.Soriano, Antonio F. Gonzalez, casado con
Mercedes Ugarte, y Remedios Gonzalez, casada con Thomas O’Brien, todos
los.cuales son mayores de edad, residentes en la ciudad de Manila y
cludadanos filipinos, con excepcion de Esperanza y Remedios Gonzalez,
que por razon de matrimonlo son, respectivamente, de ciudadania
francesa y americana, mas adelante designados como los Vendedores, en
consideracion de la suma total de Novecientos Cuarenta y Tres Mil
Quinientos Pesos P943,500 de la cual Cuatrocientos Sesenta Mil Pesos
P460,000 corresponden a Nieves B. Yda. de Gonzalez Mondragon, P61,000 a
cada uno de los Vendedores Vicente, Antonio y Remedios Gonzalez, 60,000
a Joaquin Gonzalez, Enrique y Asuncion Gonzalez, cuyo precio sera
pagadero en los terminos que mas adelante se especifican, hacemos
constar por la presente que vendemos, cedemos y traspasamos, en
absoluto y a perpetuidad, a Roman Santos, casado con Juliana Andres,
filipino, y residente en el municipio de Navotas, provincia de Rizal,
mas adelante designado como el Comprador, to do su derecho, interes y
participacion en la Hacienda Esperanza, ubicada en los municipios de
Umingan, San Quintin y Santa Maria, de la provincia de Pangasinan, con
todos sus edificios, mejoras y pertenenelas, incluyendo toda la eosecha
no levantada y semillas existentes en la Hacienda, todo el ajuar de la
Casa-Hacienda de la propiedad de la Vendedora Nieves B. Vda. de
Gonzalez Mondragon, el truck Ford, y la planta electriea, todo litre de
carga y gravamen, excepto como aqui se especifica mas adelante.”
Sometime after the sale, a new survey was made and the new plan
gave the area of the plaintifffs approximately one-third share of the
hacienda as 1,091.24 instead of 1,023.
It was the restoration of the difference between these two figures
or the payment of its equivalent in cash that the first complaint was
filed, it being alleged that the plaintiff had sold her land on the
basis of P450 per hectare. Explaining why,she signed the deed without
objecting to the form in which it was written, the plaintiff declared
that she did not read the document because she was then sick suffering
from a heart ailment. The defendant countered with the allegation that
he bought all the plaintiff’s right and interest to and in the hacienda
for a lump sum and not for a specified price for each hectare, as the
plaintiff claims.
The last preceding paragraph states in a nut shell the pivotal issue,
the resolution of which will decide the rest, except the question as to
the inclusion or non-inclusion in the sale of Lot No. 4397-A, and
barrio lots and roads, which question will be taken up separately.
Article 1469 and Article 1471, first paragraph, of the Civil Code read:
“Art. 1469. The obligation to deliver the thing sold
includes that of placing in the control of the vendee all that is
mentioned in the contract, according to the following rules:“If the sale of immovable property should be made with a statement of
its area, at the rate of a certain price for a unit of measure or
number, the vendor shall be obliged to deliver to the vendee, if the
latter should require it, all that may have been mentioned in the
contract; but, should this be not possible, the vendee may choose
between a proportional reduction of the price or the rescission of the
contract, provided that, in the latter case, the decrease in the area
be not less than one-tenth of that attributed to the immovable.“The same shall be done, even when the area is the same, if any part of
the immovable Is not of the quality stated in the contract.“The rescission, in this case, shall only take place at the will of the
vendee, when the inferior value of the thing sold exceeds one-tenth of
the price agreed upon.“Art. 1471. In the sale of an
immovable, made for a lump sum and not at the rate of a certain sum for
a unit of measure or number, there shall be no increase or decrease of
the same, although there be a greater or less area or number than that
stated in the contract.”
It is admitted that if the contract is to be construed by the
language used in the deed of conveyance, the plaintiff can not recover.
It is also admitted that “as a general rule, by virtue of Section 22 of
Rule 123 of the Rules of Court, Exhibit A may be considered as
containing the real agreement between the parties.” But it is contended
that “Exhibit A does not express the true intent and agreement of the
parties therein and that the appellant’s consent thereto was given
through mistake and error,” in that she believed “that in signing that
deed she was conveying 1,023 hectares only.” This, as stated, is the
gravamen of the appellant1s complaint.
The trial court made light of the plaintiff’s evidence, underlining
the fact that the sale was not arrived at in haste. It particularly
took note of the circumstance that the plaintiff was surrounded by her
children and co-vendors, all of whom are highly intelligent, cultured
and experienced in business. Said the court with whom we agree:
“As may be seen from the above, the deed of sale was
not prepared hurriedly contrary to the uncorroborated assertion of
witness Roberto Gonzalez to the effect that the deed of sale was
prepared in twelve or fourteen hours. Some of the vendors, children of
the plaintiff, had, as the above evidence shows, all the opportunity to
know the contents of the deed while yet in the process of preparation
as well as after it was put in final form. One of the vendors, Roberto
Gonzalez, testified that he noted that the area and price per unit of
measure were not stated in the contract and said that he had called the
attention of Atty. Ramon Diokno to this fact but that the latter
explained that there was no time to include all those datas in the
document. The above-quoted testimonies of the defendant and Arsenio
Santos, however, belie completely such assertion. The other vendors
present on the occasion of the drafting of the document raised no voice
of protest against the wording of the same. Not one demanded that.the
deed be revised to state that the sale was being made at so much per
hectare, if that were really the real intent and agreement of the
parties. The Court does not hesitate to state that plaintiff’s
co-vendors, her children, are all men and women of high intelligence
and of business acumen. Why not one of them had noticed the supposed
variance between the wording of the final draft and their alleged
agreement is indeed incomprehensible to the Court. The only plausible
explanation for their silence oust be that the deed, as finally
drafted, expresses the real; and true agreement they had with the
defendant.“Then came the signing of the deed of sale
Exhibit 1 or A, on August 5, 1941. Don Roberto Gonzalez, one of the
vendors, first secured the Signature thereon of the defendant who was
then in his office at 105 Plaza Sta. Cruz. After the defendant had
sighed it, he issued the checks corresponding to each of the vendors,
giving the said checks to Deogracias Matias, then Assistant Manager of
the Rizal Surety & Insurance Co., for delivery to the vendors upon
their signing the deed of sale, after which Don Roberto Gonzalez,
accompanied by Deogracias Matias and the notary public, Conrado Carlos,
proceeded in Son Roberto’s car to the house of the plaintiff located at
Calle Donata for the sining of the said document by the vendors. It was
12 noon when the three arrived at the house of.the plaintiff. The
plaintiff was then celebrating her birthday. Her children and
co-vendors and other dose relatives of the family were in attendance.
After lunch, the co-vendorsof the plaintiff took, turns in reading the
document brought by the notary public. After reading it plaintiff’s
co-vendors signed, one after the other, the document Exhibit A. After
her children had sig ed it, the document was taken to the plaintiff who
was then at a certain table where she read the original, before signing
the same. She foregoing facts have been fully established by the
following testimony of the notary public Conrado Carlos who ratified
the deed;* * * * * * *
“Admitting for the sake of argument that the plaintiff did not read the
deed of sale before she signed it, the fact remains that her children,
her co-vendors, read it before they affixed their respective signatures
thereon. If it were true that what they were selling to the defendant
were some determinate hectares and not their respective entire
participations and interests in the Hacienda Esperanza for a lump sum,
the Court sees no reason why not one of them had noticed such material
defect in the deed and called the attention of their mother to that
fact. The document in question is an important one indeed. It involves
a considerable amount . of money, almost a million. Anyone in place of
the vendors would have taken the utmost care in the perusal of the
document before signing the same. But all of them signed it without any
one raising a voice of protest against the way it was drafted.
Considering the high intelligence the social.prestige and business
talent of the plaintiff and her children may it now be successfully
contended that their intention was not what their words express in said
document?
* * * * * * *
“After a careful scrutiny of the evidence adduced by the parties in
support of their conflicting contentions, as well as of the
circumstances above mentioned, the court, in the light of the
above-quoted judicial rulings, has reached the conclusion that the
preponderant evidence is adverse to the plaintiff and in favor of the
contentions of the defendant. Even the plaintiff herself and her son
Roberto Gonzalez admit, at least impliedly, that she was selling her
entire participation in the Hacienda Esperanza and that the exact area
of her participation was still uncertain at the time the sale was
consummated.”
These findings are borne out by the weight of the direct testimony. They also draw support from the extraneous facts.
Among other things, it may be pointed out that the plaintiff’s
children’s portions of the hacienda were, as they testified, sold for
P400 a hectare only. It does not appear that these portions were
inferior to their mother’s in quality. Again the lands conveyed were
admittedly not wholly first class, yet there does not seem to have been
any attempt or conversation about finding or figuring out how much land
was first class, how much is second, and how much was third. It would
seem unusual that the buyer should have been willing to pay as much for
the second and third class parts of the farm as for the parts of the
more fertile kind if the sale had been made by the standard asserted in
the complaint, i. e., for a specified sum for one unit of measure. Also
of significance is the detail that included in the sale were buildings,
an electric plant and other improvements, and the standing crop, for
none of which was a separate price fixed. Besides there were
residential lots in barrios occupied by tenants and barrio roads or
streets all of which by the terms of the deed were embraced in the
conveyance. Last but not least, there was no talk or proposal by either
party for a re-survey of the land after the sale in order that the
total amount to be paid upon the signing of the deed might be increased
or reduced according as the new measurement would show a surplus or a
deficiency. In fact, there is no indication that either of the parties
even thought of such a survey for such purpose before or after the sale
was effected.
The plaintiff has the burden of proof to overcome the strong
presumption that the document she and her co-sellers signed expressed
their true intention. Our view of the plaintiff’s evidence is that it
is neither pro dominant nor conclusive. The best that can be said in its
favor is that it does not rule out the opposite theory. Much less does
it establish, in order to show that the mistake was mutual, that the
buyer shared the vendors’ intention and belief that the sale was by the
hectare and not for a sum in gross as stated in the document of sale.
The plaintiff’s evidence being as it is, the integrity of the
document Exhibit A will, of necessity, have to be maintained and
equitable relief denied. This would be true even if there were doubts.
Decisions of this Court and of American courts abound in favor of the
salutary doctrine that contracts solemnly and deliberately entered into
may not be overturned by inconclusive proof or by reason of mistakes of
one of the parties to which the other in no way has contributed.
Moran’s Comments on the Rules of Court, Vol. III, p. 195, summing
up the rulings laid down in various decisions of this Court and one of
the United States Supreme Court, says “Relief by way of reformation of
a written agreement will not be granted unless the proof of mutual mistake is of the clearest and most satisfactory
character. The amount of evidence necessary to sustain a prayer for
relief where it is sought to impugn a fact in a document is always more than a mere preponderance of the evidence.”
In the case of Joaquin vs. Mitsumine, (34 Phil. 858), this
Court held that “An alleged defect in a contract perfectly valid and
binding on its face, must be conclusively proved. The validity and fulfillment of contracts can not be left to the will of one of the parties.”
In the case of Irureta Goyena vs. Tambunting, (1 Phil.
490), it appeared that the defendant bought a piece of land and agreed
to pay $3,200 for it. It so happened that the land was less than what
the parties supposed, and the buyer refused to pay the price agreed
upon unless the corresponding reduction was made. The Court, speaking
through Mr. Justice Willard, dismissed the purchaser’s plea, saying:
“Whether evidenced by a public instrument or a private document, the
contract is what the words of the parties indicate. It will not avail
the defendant to say, ‘But my intention was not what my words express.’
The defendant bought a specific article and agreed to pay $3,200 for
it. The fact that the article is not as large as he thought it was does
not relieve him from the necessity of paying that price. It was just such cases as this that Article 1471, was intended to cover. If the defendant Intended to buy by the meter,”he should have so stated in the contract.” (Italics ours.)
It is to be noted that in the last-cited case, the mistake was
caused, intentionally or innocently, by the agent of the plaintiff who
was favored by the shortage, whereas in the case atrbar the error was
in the plan of the plaintiff herself who was prejudiced by the excess.
Calculated to prevent litigation, the above rule is bottomed on
sound public policy. The law abhors law suits, and litigation! Would be
fostered if contracts of sale were to be overturned on slight or
uncertain evidence. The only way in which such litigations could be
minimized if not entirely prevented is by holding the parties
conclusively bound by the terms of the agreement as expressed in the
writing, unless the contrary is shown by clear proof.
We are inclined to agree with the plaintiff that the parties had
before them Exhibit 10, the erroneous petition plan, when the sale
price was discussed and agreed upon. It was natural and to be expected
that the buyer should want to know the size and quantity of the
property of which he knew little and in which he was to invest nearly a
million pesos. There is little doubt in our mind that the price of the
land per hectare was thoroughly considered if not fixed.
These phases of the transaction may well have induced in the
sellers the distinct impression that the sale was by the hectare. The
vehemence with which the plaintiffs cause was presented and urged is
testimony to a sincere conviction.
But one must labor unsuccessfully to put into these talks a deeper
meaning than that of preliminaries to the final shape given to the
deal. As preliminaries their only role is to illustrate the final
agreement in case of obscurity. The overall criterion by which the
parties are to be governed is, by all standards, what they actually
reduced to writing.
The haggling over and evaluation of the price of one unit of
measure was resorted to merely as a means to an end. The end was the
final agreement transmitted, to be put in final form, to the lawyer of
both parties’ choice, who had had no part in, and was unaware of, the
Initial and succeeding deliberations that lied to the final result.
It seems plain from all the attending circumstances that the
dominant and paramount thought in the minds of the parties during and
at the end of the negotiation was a sale of the entire property owned
by the sellers for a gross amount. Not only does this conclusion tally
with the explicit and categorical language of the deed of conveyance,
drawn by an able and neutral attorney in close consultations with the
defendant and some of the plaintiff’s children, but the form of the
sale as thus finally drifted and sealed and signed was by far the more
convenient to all concerned. In a sale involving an extensive agricultural estate containing
undetermined lots of different classes, unappraised improvements,
barrio lots and roads and standing crop, it was well-nigh difficult,
not to say impossible, to conclude a transaction technically and
strictly by the hectare. Such form of sale would leave the parties in
uncertainty on the amount to be added to or taken from the price in the
ensuing re-adjustment in the event of discrepancy In the assumed area.
Such form of sale would be fraught as the parties sought to have
realized, with extreme difficulties and harrassing controversies.
For the reasons stated, the excess in the area shown in the plan
Exhibit 10 can not operate to change the contract. The error, the
possibility of which neither party could have ignored, was a hazard
which they must be presumed to have assumed. The hazard .was not
one-sided but worked both ways. The share of each ‘of the plaintiff’s
children who sold their own holdings was believed to contain 150
hectares but on a re-survey turned out to have a superficial area of
only 140 hectare’s.
After all,the surplus, considered in relation to the total area
which the tract was supposed to have, was far from excessive, well
within the range of ordinary contingency which parties to a 1,000,000
peso deal may be expected to risk.
On the third amended complaint, the facts are that the defendant
entered upon the possession of Lot No. 4397-A, measuring 43 hectares,
which is separate and distinct from the plaintiff’s one-third share,
and of the residential lots and roads in the barrios which were still
undivided among the heirs. Lot No. 4397-A, nevertheless, was included
in Transfer Certificate of Title 1886, in the name of the plaintiff,
which was delivered to the purchaser by her.
Were these items comprised in the sale? The plaintiff answers No and the defendant answers Yes.
The discussion and authorities cited in connection with the main
controversy apply with equal force to this one. The recital in the deed
of sale, that the vendors conveyed Modo su derecho, interes, y
participacion en la Hacienda Esperanza,” literally and properly
construed, was a conveyance of the whole estate in the property in the
absence of any limitations denoting intent to convey a less interest.
We think this proposition is too plain to require argument.
Significantly, the third amended complaint was filed only after the
termination of the hearing, on April 14, 1947, more than six years
after the first complaint was docketed. This long delay, unaccompanied
by any showing that the plaintiff was ignorant of the defendant’s
possession of the subject-matter of the last amended complaint,
detracts from the merit of this cause of action.
The mere fact that Lot No. 4397-A had been assigned to the
plaintiff by her children in lieu of her usufructuary right as
surviving spouse is insufficient to negative the plain meaning of
Exhibit A. The property was at her free disposal.
Similarly, the plaintiff had exclusive right to sell her share in
the residential lots and roads in the barrios within the Hacienda
although they were still pro-indiviso. As a matter of fact, she was
selling only her right and interest in these lots and roads and not any
specific parts thereof.
The judgment dismissing the complaint will be affirmed with costs.
Ozaeta, Paras, Pablo, Montemayor, and Reyes, JJ., concur.
BENGZON, J., dissenting:
I dissent, because the plaintiff has sufficiently proved that the
parties had agreed to the sale of the land at P450 per hectare, both
being of the belief that her share in the Hacienda Esperanza had an
area of 1023 hectares only.
As the land, upon resurvey, proved to be much more, article 1470 of
the old civil code applies, and should afford plaintiff appropriate
relief.