CONSOLACION DUQUE SALONGA ASSISTED BY HER HUSBAND WENCESLAO SALONGA, PLAINTIFF-APPELLANT, VS. JULITA B. FARRALES, AND THE SHERIFF OF OLONGAPO CITY, DEFENDANTS-APPELLEES.

This is an appeal certified to this Court by the Court of Appeals^[1]
from the decision of the Court of First Instance of Zambales
and Olongapo City, Third Judicial District, Branch
III, Olongapo City, in Civil Case No. 1144-0,
entitled “Consolacion Duque
Salonga, assisted by her husband, Wenceslao
Salonga, Plaintiff, versus Julita
B. Farrales, and The Sheriff of Olongapo
City, Defendants,” the dispositive part of which reads:

“FOR THE REASONS GIVEN, judgment is hereby rendered dismissing
plaintiff’s complaint, as well as defendants’ counterclaim.

“Costs against plaintiff.

“SO ORDERED.”^[2]

The records disclose that on January 2, 1973, the appellant, Consolacion
Duque Salonga assisted by
her husband, filed a complaint against Julita B. Farrales and the Sheriff of Olongapo
City with the Court of First Instance of Zambales and
Olongapo City, Third Judicial District, Branch III,
Olongapo City, seeking the following relief:

“WHEREFORE, plaintiff most respectfully prays for the
following relief:

“a)  Ordering defendant Julita
Farrales to sell to plaintiff the parcel of land
containing an area of 156 Square
Meters, more or less, where the house of strong materials of plaintiff exists.

“b)  Ordering the defendants not to disturb nor interfere in the peaceful possession or
occupation of the land by plaintiff, until a final decision is
rendered in this case.

“c)  Ordering defendants jointly and severally to pay costs; and,

“d)  Granting
plaintiff such other relief conformable to law, justice and equity.

“Sta. Rita
Olongapo City, December 28, 1972.”;^[3]

that on January 9, 1973, plaintiff-appellant, Salonga
filed an urgent petition for the issuance of a writ of preliminary injunction which was duly amended on January 16, 1973,^[4] with the following prayer:

“WHEREFORE plaintiff, assisted by counsel most respectfully prays the Hon. Court the following relief:

“a)  That a restraining order be issued pending resolution of the instant petition for issuance of a Writ of Preliminary Injunction enjoining defendants, particularly the Sheriff of Olongapo
City to restrain from enforcing the
Writ of Execution issued in connection
with the judgment rendered in
Civil Case 650 for ejectment in the City Court of Olongapo
City;

“b)  That after due hearing of the present amended
petition, a Writ of Preliminary Injunction conditioned upon reasonable bond be
issued enjoining the defendants, particularly, the Sheriff of Olongapo City, to restrain from enforcing the Writ of
Execution issued in connection with the judgment rendered in Civil Case No. 650
for ejectment in the City Court of Olongapo City, in order to maintain the status of the
parties; in order to prevent the infliction of irreparable injury to plaintiff
and, in order that whatever judgment may be rendered in this case, may not
become moot, academic, illusory and ineffectual, and

“c)  Granting plaintiff such other relief
conformable to law, justice and equity;”

that
on January 22, 1973, the court
a quo issued an order temporarily restraining the
carrying out of the writ of execution issued
pursuant to the judgment rendered by the
City Court of Olongapo City in Civil Case No.
650, a suit for ejectment filed by defendant-appellee Farrales against five
defendants, among whom the
herein appellant, Consolacion Duque
Salonga;^[5] that
on January 23, 1973, defendant-appellee Farrales filed a motion to deny the motion for the issuance
of a preliminary injunction for being vague and her answer with counterclaim to
the complaint;^[6]
that an opposition to the amended petition for the issuance
of a writ of preliminary injunction was also filed by the defendant-appellee Farrales on January 25,
1973,^[7]
 that
in an order dated  January 20, 1973, the
court a quo denied the petition for the issuance of a preliminary
injunction and lifted the restraining
order issued on January 22, 1973;^[8] that plaintiff-appellant moved for a reconsideration
of the order denying the motion for issuance of a
preliminary injunction on January 5, 1973;^[9] which was also denied by the court a quo on February 21, 1973;^[10]  that after the trial a on the merits of Civil Case No. 1144-0,
the trial Court rendered the judgment under
review, dismissing plaintiff’s
complaint;^[11] that on August 13, 1973, the plaintiff,
Consolacion Duque Salonga appealed from the said decision to the Court of Appeals;^[12]
 that
on February 25, 1974, the
plaintiff-appellant, Consolacion Duque Salonga,
filed with the Court of Appeals a motion for the issuance
of a writ of preliminary injunction in aid of appeal;^[13]
that in a resolution dated March 6, 1974, the Court of Appeals denied the said
motion on the ground that “the writ of preliminary injunction prayed for
being intended to restrain the enforcement of the writ of execution issued in
Civil Case No. 650 for Ejectment, which is not
involved this appeal, and there being no justification for the issuance of the writ x x x”;^[14] that
on January 13, 1975, the defendant-appellee Julita B. Farrales filed a motion
to dismiss the appeal on the ground
that the appeal has become moot and
academic because “the house of the plaintiffs-appellants,
subject matter of this appeal was demolished on October 21, 1974, Annex
‘A’, Sheriff‘s return and the
land where this house was built was delivered to her and she is now the one in
possession x x x”;^[15]
that the plaintiffs-appellants having failed to comment on the said motion to
dismiss when required by the Court of Appeals in its resolution dated January 16, 1975,^[16] the Court of Appeals resolved to submit the motion for decision in a
resolution dated April 17, 1975;^[17]  and
that, likewise the plaintiffs–appellants
having failed to show cause why the case should not be submitted for decision
without the benefit of appellant’s reply brief when required to do
so in a Court of Appeals resolution dated May 14, 1975,^[18] the
Court of Appeals resolved on
July 8, 1975 to submit the
case for decision without the benefit of appellants’ reply brief.^[19]

In a resolution promulgated on September 15, 1977 the Court of Appeals certified the case
to the Supreme Court because the issue raised in the appeal is purely legal.^[20]

The plaintiffs–appellants assign the following errors:

“I –    THE COURT A QUO SERIOUSLY
ERRED IN DISMISSING APPELLANTS’
COMPLAINT AND IN DENYING SAID APPELLANTS’ RELIEF TO PURCHASE FROM DEFENDANT-APPELLE
JULITA FARRALES THE PIECE OF
LAND IN QUESTION.

“II – THE COURT
A QUO SERIOUSLY
ERRED IN NOT APPLYING TO THE SUIT AT BAR, SECTION 6, UNDER ARTICLE II OF THE NEW CONSTITUTION, WHICH CONTROLS
DELIMITS AND REGULATES PRO­PERTY RIGHTS
AND PRIVATE GAINS.”^[21]

The main legal question
involved in this appeal is whether or not the court a quo erred in
dismissing the complaint for
specific performance on the ground that there exists no legally enforceable compromise agreement
upon which the defendant-appellee Farrales
can be compelled to sell the
piece of land in question to plaintiff-appellant,
Consolacion Duque Salonga.

The facts, as found by the trial court, are:

“At the pre-trial conference, the parties stipulated on the
following facts –

“(1)  THAT the personal circumstances of the parties
as alleged in the complaint are admitted;

“(2)  THAT defendant Farrales
is the titled owner of a parcel of residential land situated in Sta. Rita, Olongapo City, identity of which is not disputed, formerly
acquired by her from one Leoncio Dytuco
who, in turn, acquired the same from the corpus Family, of which only 361
square meters, more or less, now actually belong to said defendant after
portions thereof had been sold to Marciala Zarsadias, Catalino Pascual and Rosalina Quiocson;”
(“Per Deed of Absolute Sale, Exhibit B, the vendee is actually Dionisio Quiocson);

“(3)  THAT
even prior to the acquisition by
defendant Farrales
of the land aforesaid,
plaintiff was already in possession as lessee of some 156 square meters
thereof, on which she had erected a
house, paying rentals thereon first to
the original owners and later to defendant Farrales;

“(4)  THAT, sometime prior to November, 1968, defendant Farrales
filed an ejectment case for non-payment of rentals
against plaintiff and her husband-jointly with other lessees of other portions
of the land, to wit, Jorge Carvajal, Catalino Pascua, Merciala Zarsadias, and the spouses Cesar and Rosalina Quiocson
Civil Case No. 650 of the Olongapo City Court, Branch I, in which, on November 20, 1968, and reiterated on February 4, 1970, a decision was
rendered in favor of defendant Farrales and
ordering the therein defendants, including plaintiff herein and her husband, to vacate the portion occupied by them and to pay rentals in arrears, attorney’s fees and costs;

(5)    THAT the decision aforesaid was elevated on
appeal to the Court of First Instance of Zambales
& Olongapo City, Civil Case No. 581-0 thereof,
and, in a Decision dated November 11, 1971 of Branch III thereof, the same was
affirmed with modification only as to the amount of rentals arrears to be paid;

(6)    THAT the affirmatory
decision of the Court of First Instance aforesaid is now final and executory, the records of the case had been remanded to the
Court for execution, and the corresponding writ of execution had been issued
partially satisfied, as far as plaintiff herein is concerned, by the payment of
all rentals in arrears although the removal of said plaintiff’s house from the
land still remains to be carried out by
defendant Sheriff; and

“(7)  THAT, even before the rendition of the affirmatory decision of the Court of First Instance, by
common consent amongst themselves defendant sold to Catalino
Pascua, Marciala Zarsadias and the spouses Cesar and Rosalina Quiocson the areas respectively occupied by them; while,
with respect to Jorge Carvajal, in a suit thereafter
filed between him and defendant Farrales, a
compromise agreement was entered into where-under said defendant undertook to
pay for Carvajal’s house on her land, so that the
decision aforesaid is now being executed, as far as ejectment
is concerned, only against plaintiff herein.” (Pre-Trial Order, May
17, 1973, pp. 2-5)^[22]

The lower court explained
its conclusion thus:

x x x
“From the very allegations of the complaint, it is clearly admitted –

“5.  That plaintiff herein, in view of the sale to three tenants –
defendants of the portions of land occupied by each of said three tenant-defendants, by defendant Julita B. Farrales, also offered to purchase from said defendant
the area of One Hundred Fifty-Six (156) Square Meters, more or
less, where plaintiff’s house of
strong materials exists, but,
defendant Julita B. Farrales,
despite the fact that said plaintiff’s
order to purchase was just, fair and reasonable persistently refused such
offer, and instead insisted to execute the judgment rendered in the ejectment case, before the City Court of  Olongapo
City, thru the herein defendant
Sheriff of Olongapo City, with the sole and only purpose of causing damage and prejudice to the plaintiff
(Complaint, p. 3 italics supplied).

“Being a judicial admission, the foregoing binds plaintiff who
cannot subsequently take a
position contradictory thereto or
inconsistent therewith (Section 2, Rule 129, Rules of Court; McDaniel vs. Apacible, 44 Phil., 248 Cunanan
vs. Amparo, 80 Phil., 227).  Hence, if plaintiff’s offer to purchase was,
as aforesaid persistently refused by defendant, it is obvious that no meeting of the minds took place and, accordingly,
no contract, either to sell or of sale, was ever perfected between them.  This is
only firmed up even more by plaintiff’s admission on the witness stand that no agreement respecting
the purchase and sale of the disputed land was finalized because, while defendant Farrales purportedly wanted payment in cash, plaintiff did not have any money
for that purpose and neither were negotiations ever had respecting any possible
arrangement for payment in installments. 
On all fours to the case at bar, therefore, is Velasco et al., vs. Court of Appeals, et al., G.R. NO. L?31018, June 29,
1973, which was a case
for specific performance to compel the therein
respondent Magdalena Estate, Inc. to
sell a parcel of land to
petitioner per an alleged contract of sale
in which the Supreme Court
ruled:

‘It is not difficult to glean from the aforequoted
averments that the petitioners themselves admit that they and the respondent
still had to meet and agree on how and when the down payment and the installment payments were to be paid.  Such being the situation, it cannot,
therefore be said that a definite and firm sales agreement between the
parties had been perfected over the lot in question.  Indeed this Court has already ruled before
that a definite agreement on the manner of payment of the purchase price is as
essential element in the formation of a
binding and enforceable contract
of sale.’

“Since contracts are enforceable only from the moment of
perfection (Articles 1315 and 1475, Civil Code of the Philippines;
Pacific Oxygen and Acetylene Co. vs. Central Bank, G.R. NO. L-21881, March 1, 1968; Atkins, Kroll and Co.,
Inc., vs. B. Cua Hian Teck, G.R. NO. L-9817, January 31, 1958), and there is here
no perfected contract at all, it goes without saying that plaintiff has
absolutely nothing to enforce against defendant Farrales,
and the fact that defendant Farrales previously sold
portions of the land to other lessees similarly situated as plaintiff herein,
does not change the situation because, as to said other lessees, a perfected
contract existed – which is not the case with plaintiff.”^[23]

The trial court found as a fact that no compromise agreement to
sell the land in question was ever perfected between the defendant-appellee as vendor and the plaintiffs-appellants as vendees.^[24]

It is elementary
that consent is an essential
element for the existence of a contract, and where it is wanting, the contract is non-existent.  The essence of consent is the conformity of the parties on
the terms of the contract, the acceptance by one of the offer made by the
other.  The contract to sell is a
bilateral contract.  Where there is
merely an offer by one party, without the acceptance of the other, there is no consent.^[25]      

It appears in this case that the offeree,
the defendant-appellee Julita
B.  Farrales
not only did not accept, but
rejected the offer of plaintiffs-appellants,
spouses Salonga to buy the land in
question.  There being no consent there is, therefore, no contract to sell
to speak of.

Likewise, it must be borne in mind that the alleged compromise
agreement to sell the land in question is unenforceable under the Statute of
Frauds,^[26]
and thus, renders all the more ineffective the action for specific performance
in the court a quo

Moreover, as correctly found by the trial court, the
plaintiffs-appellants, as lessees, are neither builders in good faith nor in
bad faith.  Their rights are governed not
by Article 448 but by Art. 1678 of the New Civil Code.^[27]
As lessees, they may remove the improvements should the lessor
refuse to reimburse them, but the lessee does not have the right to buy the
land.^[28]

Anent the appellants’ claim that since the appellee
sold to the three (3) other defendants in the ejectment
suit the three (3) portions of the land in question occupied by them, it
follows that ”she must also sell that portion of the land where appellants’
residential house was found to appellants” is unmeritorious.  The trial court correctly ruled that the fact
that defendant-appellee sold portions of the land to
the other lessees similarly situated as plaintiffs-appellants Salonga does not change the situation because as to said
other lessees, a perfected contract of sale existed which, as previously shown,
was not the case with the plaintiff.^[29]

As to the contention that Sec. 6, Article II of the New
Constitution is applicable to the case at bar, it must be remembered that
social justice cannot be invoked to trample on the rights of property owners
who under our Constitution and laws are also entitled to protection. 
The social justice consecrated in our constitution was not
intended to take away rights from a person and give them to another who is not entitled thereto. 
Evidently, the plea for social justice cannot nullify the law on
obligations and contracts, and is, therefore, beyond the power of the
Courts to grant.

 There is no showing that the trial court committed any reversible error.

WHEREFORE, the Appeal is DISMISSED
for lack of merit and the judgment appealed from is hereby affirmed, without
pronouncement as to costs.

SO ORDERED.

Teehankee, (Chairman), Makasiar, Guerrero, and
Melencio-Herrera, JJ., concur.

^[1]
Rollo, pp. 53-57.  Resolution penned by Justice Pacifico de Castro and concurred in by Justices Jose G.
Bautista and Nestor B. Alampay.

^[2]
Record on Appeal, pp. 73-87; Rollo, p. 15.

^[3]
Record on Appeal, p. 5; Rollo, p. 15.

^[4]
Idem, pp. 7-23.

^[5]
Idem, p. 27.

^[6]
Idem, pp. 28-33

^[7]
Idem, p. 33.

^[8]
Idem, pp. 38-40.  

^[9]
Idem, pp. 41-52.

^[10]
Idem, pp. 61-65.

^[11]
Idem, pp. 73-87.

^[12]
Idem, pp. 87-91.

^[13]
Rollo, p. 29.

^[14]
Rollo, p. 32.

^[15]
Idem, p. 44.

^[16]
Idem, p. 48.

^[17]
Idem, p. 49.

^[18]
Idem, p. 50.

^[19]
Idem, p. 51.

^[20]
Rollo, pp. 53-57.

^[21]
Brief for Plaintiff-Appellants, p. 6, Rollo,
p. 40.

^[22]
CFI Decision, Record on Appeal, pp. 74-77, Rollo,
p. 15.

^[23]
Idem, pp. 80-83.

^[24]
Arts. 1319, 1475, New Civil Code.

^[25]
Gamboa v. Gonzales, 17 Phil. 381.

^[26]  Art. 1403, par. (2) Subpar.
(e).

^[27]
Art. 1678.  If the lessee makes, in good
faith, useful improvements which are suitable to the use for which the lease is
intended, without altering the form or substance of the property leased, the lessor upon the termination of the lease shall pay the
lessee one-half of the value of the improvements at that time.  Should the lessor
refuse to reimburse said amount, the lessee may remove the improvements, even
though the principal thing may suffer damage thereby.  He shall not, however, cause any more
impairment upon the property leased than is necessary.

With regard to
ornamental expenses, the lessee
shall not be entitled to any re?imbursement,
but he may remove the orna­mental objects, provided no damage is caused to the
principal thing, and the lessor does not choose to
retain them by paying their value at the time the lease is extinguished.

^[28]
Southwestern University v. Salvador,
90 SCRA 318, 329-330.

^[29]
CFI Decision, Record on Appeal,
p. 83; Rollo, p.15.