J. M. TUASON & CO., INC., PLAINTIFF-APPELLEE, VS. VICENTE JURILLA AND ESTER L. JURILLA, DEFENDANTS-APPELLANTS.

Appeal from the decision of the Court of First Instance of Quezon City in Civil Case No. Q-5111, an accion publiciana,
ordering defendants-appellants to vacate a parcel of land covered by Transfer
Certificate of Title No. 37186 of the Office of the Register of Deeds of Rizal Province (now No. 1267 of the Office of the Register
of Deeds of Quezon City) in the name of plaintiff-appellee and “to pay the sum of P100.00 per month from the date of the
filing of the action up to the time they definitely restore possession thereof
to plaintiff company and to pay the costs.”

Preliminarily, it must be stated that on August 14, 1962, counsel
for appellants filed a “petition” asking that this case be forwarded
to the Court of Appeals to enable them to raise questions of fact, but upon
opposition by appellee on the ground that the record
on appeal of appellants was approved by the trial court as follows:

“O R D E R

“When the record on appeal was called for hearing this
morning, counsel for the defendants manifested that she is intending to appeal
the decision of this Court to the Supreme Court purely on a question of law,
and further manifested that she is waiving all her mani­festations and
allegations in the notice of appeal which has the effect of raising issues of
facts herein, and in view of such manifestations counsel for the plaintiff
withdrew his opposition to the approval of the record on appeal;

“The record on appeal of the defendants is hereby approved,
and let the same be transmitted to the Supreme Court, within the reglementary period, and the notice of appeal is considered
amended as per manifestation of the counsel for the defendants.

“SO ORDERED.” (Page 58, Record.)

the Court
resolved on September 5, 1962
to deny said “petition”. 
Accordingly, in this appeal, the Court will deal exclusively with
questions of law.

Appellants have assigned eight (8) alleged errors thus:

“I

“THE TRIAL COURT ERRED IN ISSUING THE ORDER DATED DECEMBER 29,
1960 (Pp. 105-108 Rec. on Appeal) DENYING THE MOTION DATED MAY 23, 1960, (pp. 40-41,
Rec. on Appeal) FILED BY THE NOW DEFENDANTS-APPELLANTS PRAYING TO INCLUDE ONE FLORENCIO DEUDOR IN THE PRESENT
CASE AS THIRD-PARTY DEFENDANT.

“II

“‘THE TRIAL COURT ERRED IN HOLDING THAT UNDER THE UNDISPUTED
AND/OR ADMITTED FACTS IN THE
PRESENT CASE DEFENDANTS-APPELLANTS VICENTE JURILLA
AND ESTER L. JURILLA, SPOUSES, ARE NOT POSSESSORS AND
BUILDERS IN GOOD FAITH OF THE LAND IN QUESTION AND THE PER­MANENT IMPROVEMENTS
CONSTRUCTED BY THEM ON THE SAME PROPERTY AND AS SUCH ARE NOT ENTITLED TO
INDEMNITY FOR SAID PERMANENT IMPROVEMENTS THEY HAVE INTRODUCED IN THE LAND IN
QUESTION.

“III

“THE TRIAL COURT ERRED IN FAILING TO DECLARE THE HEREIN
DEFENDANTS-APPELLANTS, THE SPOUSES VICENTE JURILLA
AND ESTER L. JURILLA, POSSESSORS IN GOOD FAITH OF THE
LAND IN QUESTION AND BUILDERS IN GOOD FAITH OF THE PER­MANENT IMPROVEMENT
INTRODUCED THEREIN AND ARE THEREFORE ENTITLED TO INDEMNITY FOR ALL SAID
IMPROVEMENTS IN THE SUM OF SEVENTY THOUSAND (P70,000.00) PESOS BEFORE THEY VACATE THE PREMISES IN QUESTION.

“IV

“THE TRIAL COURT ERRED IN HOLDING THAT PLAINTIFF-APPELLEE HAS INDEFEASIBLE TITLE UPON THE LAND IN QUESTION
EVEN WITHOUT THE COMPROMISE AGREEMENT, ANNEX II.

“V

“THE TRIAL COURT ERRED IN NOT HOLDING THAT THE DEED OF SALE
ANNEX “I” TRANS­FERRED THE TITLE OR AT LEAST CONSTITUTES A LIEN IN
FAVOR OF THE DEFENDANTS-APPELLANTS AND THAT SAID TRANSFER OR LIEN WAS ACCEPTED
AND APPROVED BY THE HEREIN PLAINTIFF-APPELLEE BY
VIRTUE OF THE COMPROMISE AGREEMENT ANNEX “II” AND HAD STEPPED INTO
THE SHOES OF FLORENCIO DEUDOR
THE IMMEDIATE PREDECESSOR OF THE APPEL­LANTS HEREIN AND HAD ASSUMED THE CON­COMITANT
OBLIGATIONS CREATED BY THE DEED OF SALE ANNEX “I” IN FAVOR OF THE
HEREIN DEFENDANTS-APPELLANTS.

“VI

“THE TRIAL COURT ERRED IN FAILING TO ORDER THE PLAINTIFF-APPELLEE TO ACCEPT THE TENDER OR OFFER OF PAYMENT MADE BY
THE HEREIN DEFENDANTS-APPELLANTS TO PAY IN FULL THE PRICE OF THE LAND IN
QUESTION AS STIPULATED IN THE DEED OF SALE ANNEX “I” EXECUTED BY FLORENCIO DEUDOR WHO SOLD FOR
VALUABLE CONSIDERATIONS THE LAND IN QUESTION TO THE HEREIN DEFENDANTS-APPELLANTS.

“VII

“THE TRIAL COURT FURTHER ERRED IN NOT ORDERING THE PLAINTIFF-APPELLEE TO EXECUTE THE FINAL DEED OF SALE OF THE PROPERTY
IN QUESTION IN FAVOR OF DEFEN­DANTS-APPELLANTS UPON FULL PAYMENT OF THE
CONSIDERATION STATED IN THE DEED OF SALE ANNEX “I” AND TO TRANSFER
THE CORRESPONDING CERTIFICATE OF TITLE IN THE NAME OF THE APPELLANTS, THE
SPOUSES VICENTE JURILLA AND ESTER L. JURILLA.

“VIII

“THE TRIAL COURT ERRED IN ORDERING THE DEFENDANTS-APPELLANTS TO
VACATE PREMISES IN QUESTION AND TO PAY THE SUM OF ONE HUNDRED (P100.00) PESOS
PER MONTH FROM THE DATE OF THE FILING OF THE PRESENT ACTION UP TO THE TIME
APPELLANTS RESTORE THE POSSESSION TO THE PLAINTIFF-APPELLEE
AND TO PAY THE COSTS.”        

In their first assignment of error, appellants contend that the
trial court erred in not granting their
motion for leave to file a third-party complaint against one Florencio Deudor from whom they allegedly acquired the land in question.  The motion was first denied because,
according to the trial court, it was prematurely filed before appellants had
filed their answer.  When the motion was
reiterated after the filing of the answer, the trial court also reiterated its
denial, holding that what appellants were actually attempting to do was to join
a new party as defendant to their counterclaim and, furthermore there was no
showing that “plaintiff in this case desires to assert a claim against the
would be third-party defendant.”

Assuming there is some degree of plausibility in appellants’
position that the filing of their proposed third-party should have been
allowed, We hold that at this stage, it would be very impractical to correct
whatever error might have been committed by the trial court.  Obviously, such error, if any, cannot be
raised for the first time in an appeal of the main case.  Anyway, the denial of permission to a
defendant to file a third-party complaint, even if erroneous, does not have the
effect of depriving the court of jurisdiction to proceed with the trial and
judgment of the case as between the original parties.  Whatever claim for contribution, indemnity,
subrogation or any other relief said defendant may in fact be entitled to is
not lost because of the refusal of the trial court to allow the filing of a
third-party complaint, for it may still be enforced in an independent
suit.  Hence, appellants’ first
assignment of error must be overruled.

In their second, third and fourth assignments of error,
appellants maintain that the trial court should have held that appellee’s title over the land in dispute is not
indefeasible and that said appellants were possessors and builders in good
faith entitled to indemnity for permanent improvements they have made on said
land.

In respect to these contentions, the trial court held:

“The facts of the present case are simple.  Plaintiff’ s ownership of the land object of
this litigation is admitted by the defendants and sup­ported by Transfer
Certificate of Title No. 37186-Rizal (now No. 1267 – Quezon
City) marked as Exhibit A, of the Office of the Registry of Deeds of Quezon City.  It is
also a fact that in 1949, defendants took possession of a portion of said
property with an area of 1,500 square meters and constructed therein a house
and other im­provements without plaintiff’s consent or know­ledge (See Exh. B-1).  Hence,
plaintiff claims rents for the area occupied by the defendants at the rate of
P450.00 per month.

“On the other hand, defendants claim that said portion of the
property occupied by them was acquired by them by virtue of an alleged deed of
sale executed by Florencio Deudor
in their favor in 1949 (See Exh. 1).  They also submitted the ‘Compromise
Agreement’ approved by the Hon. Judge Hermogenes Caluag, Civil Case No. Q-135 etc. (Exh.
5).  They also claim that they have
improvements introduced in the sum of P60,000.00, but the Tax Declaration (Exh. 12) of the said property was only assessed at
P17,360.00.  They further claim that
defendants are builders in good faith.

“The question before the court is whether plaintiff or
defendants, is or are, the owners of the portion of property in question and as
to whether the defendants built their improvements in good faith or
otherwise.  To these two propositions,
hinges the determination of their rights.

“The records disclosed that plaintiff corporation has Transfer
Certificate of Title No. 37686-Rizal (now No. 1267-Q. C.).  While defendants based their rights on the
alleged Testimonial Title (Exh. 6), it is observed
that plaintiff’s title is indefeasible and against the whole world, while that
of the defendants is not and could not even be considered an imperfect title,
as well known in Land Registration Act (Act No. 496).  Evidently, the clause (sic) of one of the two
titles is not hard to determine.  The fact that defendants admit not only in their pleading (See Exh. C-3 ) but also in open court that plaintiff
corporation is the owner of the property in question and that its title is an
incontrovertible one, the right of the plaintiff to recover possession of the
lot in question cannot be seriously questioned by defendants and its right
thereto is imprescriptible.  Atun et al v. Nuñez et al, G. R. No. L-8018, (October 26, 1955; J. M. Tuason & Co., Inc. v. Boloños,
G. R. No. L-4935, May 28, 1945; Eugenio v. Perdido, G. R. No. L-7083, May 19, 1955, Manlapaz et al v. Llorente, 48
Phil. 298).

“The next issue is whether defendants are builders in good
faith.  Let us examine the record of this
case, whether defendants could invoke that they were builders in good
faith.  At the time they bought the
property from the Deudor, they did not inquire
whether the said Deudor was a registered owner of the
property.  Besides, they never registered
the deed of sale (Exh. 1) in the Office of the
Registry of Deeds of Quezon City, as testified to by
Atty. Jurilla while on record.  In order that defendants may be called buyers
in good faith, it must be shown by clear and convincing evidence that upon
buying the property, they were not aware of any flaw in their title or made of
acquisition.

“Art. 526, N.C.C. — He is deemed a possessor in good faith who is not
aware of any flaw which invalidates it.

“He is deemed a possessor in bad faith, who possesses in any
case contrary to the foregoing.

“Mistake upon a doubtful or difficult ques­tion of law may be
on the basis of good faith.

“The fact that in 1950 defendant Jurilla
tendered to the Bulacan Subdivision the balance of
the consid­eration of P4,500.00 (See Exh. 1) and
refused to accept the tender, is a clear indication that notice to Vicente Jurilla, who is a lawyer, that the party from whom he was
supposed to have bought the property was not the owner thereof and could not,
therefore, transmit title to him.”

The conclusions of fact of His Honor contained in these portions
of the appealed decision may not be controverted,
since, as We have pointed out earlier, this appeal is limited to questions of
law.  And in the light of the facts thus
found by His Honor, We cannot say that the legal conclusions derived therefrom have no basis in law.

Appellants argue on pp. 25 to 26 of their brief this wise:

“It may be argued however that in 1914 or 21 years after the
issuance of the Informacion Posesoria
in 1893 plaintiff-appellee or its pre­decessors in
interest claimed to have obtained certificate of title of a big tract of land
including the land in question under the land registration law or Act 496.  Nevertheless we respectfully submit that the
‘Informacion Posesoria‘
covering the land in question conferred absolute and indefeasible title to the Deudors under the Spanish Mortgage Law and that the
issuance of a certificate of title under the Land Registration Law 20 years
thereafter could not defeat the title upon the Deudors
considering that upon the issuance of the alleged certi­ficate of title in favor
of the plaintiff-appellee the actual and adverse
possessor of the property in question were the Deudors
and not the plaintiff-appellee or its immediate
predecessors.”

Surely, appellants’ reliance on the so-called “Informacion Posesoria” of
their vendor, Florencio Deudor,
cannot hold water.  Nothing is better
settled — indeed, it is axiomatic — in the law and jurisprudence in this
jurisdiction relative to land registration, than that a Torrens title is
indefeasible and incontrovertible as against any right or title in favor of any
party existing prior to the issuance thereof not annotated on the title.  In fact, in their answer filed in the court
below, appellants, by making a general denial of the appellee’s
allegation that it is the holder of a Torrens title over the land in dispute,
have virtually admitted the owner­ship thereof in appellee,
albeit they claimed that they had acquired the same for valuable consideration
from Florencio Deudor whose
right over the same, according to them, was recognized by appellee
in the compromise settlement in Civil Case No. Q-135 entitled Florencio Deudor et al. vs. J. M.
Tuason et al. 
Consequently, the real issues for Our determination are whether or not
there was in fact any such compromise settlement submitted to and approved by
the court and whether or not appellants’ right to the land in question by
virtue of the sale made to them by Deudor has really
been recognized by appellee, which are the very
issues raised in the rest of the assignments of error in appellants’ brief.

Actually, the fundamental affirmative defense of appellants seem
to be a little hazy.  In their answer to
the complaint below, there is the following allegation:

“5.  That defendants vigorously deny the
allegations in paragraph 5 of plaintiff’s complaint.  The truth is that by virtue of the compromise
agreement marked Annex ‘II’, the plaintiff J. M. Tuason
& Co., Inc., had stepped into the shoes of the vendor Florencio
Deudor with respect to the land in question covered
by the deed of sale Annex ‘I’, not only of the rights and interests of said Florencio Deudor but also the
concomitant obligations inherent thereto then legally existing and enforceable
at the time of the execution of the compromise agreement and approved by a
competent court as evidenced by the decision marked Annex ‘III’ hereunto
attached and made part of the present answer. 
That what the defendants are herein asserting against the plaintiff J.
M. Tuason & Co., Inc. is the compliance of the
obligations by the said plaintiff which said plaintiff (J. M. Tuason & Co., Inc., ) had assumed for and in behalf of
the vendor Florencio Deudor
in that deed of sale Annex ‘I’ by virtue of the compromise agreement Annex ‘II’
and approved by the court as evidenced by the decision Annex ‘III’. ” (Pp.
46-47, Rec. on Appeal.)

On the other hand, on pp. 33-34 of their brief, they contend
thus:

“It may be argued further that plaintiff-appellee
has succeeded or stepped into the shoes of Florencio Deudor (Deudors) by virtue of the
Compromise Agreement Annex ‘II’.

“It must be noted however that when Deudor
and plaintiff-appellee executed the Compromise
Agreement Annex ‘II’, Deudor had already sold,
conveyed and transferred his title, possession and whatever rights and claims
upon the land in question in favor of the defendants-appellants.  Consequently Deudor
could not have transferred, sold or conveyed to the plaintiff-appellee by virtue of the Compromise Agreement whatever
rights or interest upon the land in question previously con­veyed for valuable
consideration to defendants-appellants by virtue of the deed of absolute sale
Annex ‘I’.”

As We see it, it is apparently the view of appellants that appellee by obligating itself in the compromise agreement,
wherein the Deudors expressly admitted the
indefeasibility of appellee’s title over the land in
controversy, to pay a large sum of money to the Deudors,
said appellee had done so by way of payment of an
agreed purchase price of the rights of ownership that the Deudors
still had over the said lands.  We do not
find the terms of the compromise agreement to be in that sense.  As it appears to Us, appellee
entered into the compromise agreement confident of its position that its
Torrens title over the property in question is unassailable and the monetary
consideration therein stipulated was for no other purpose than to buy peace of
mind, what with the numerous and protracted litigations it had had to either
institute or defend against holders of supposed Spanish grants or titles being
pitted against its registered title, notwithstanding they were not brought out
during the registration proceedings. 
Such, to Us, is the clear import of the following provisions of the
compromise agreement:

“FIRST — That the OWNERS own a tract
of land situated in Quezon City and covered by
Transfer Certificate of Title Nos. 37685, 37686, 37677, 37678, 37679, 37680,
37683, of the Register of Deeds of Q. C. containing an area of approximately
nine hundred (900) hectares, which they have subdivided and have sold and
offered for sale by installment since 1938 to the public under the trade name
‘Santa Mesa Heights Subdivision’;

“SECOND — That within the perimeter of
said land is an area measuring fifty (50) quiñones,
over which the DEUDORS, have claimed possessory rights by virtue of what purports to be an
abstract of an ‘information posesoria‘ covering said
latter property, which recites that at the time of the issuance thereof in
1893, the records of the Register of Deeds of Manila (South District) showed
that said property was registered in the name of the old Telesforo
Deudor, predecessors-in-interest of the present, DEUDORS who are parties hereto.  The relative position and area of the land
claimed by the DEUDORS in relation to the property of
the OWNERS covered by Transfer Certificate of Title No. (as above)
above-mentioned, is shown in the sketch hereto attached as Annex ‘A’ and made,
part hereof;

“THIRD — That said DEUDORS
have been in pos­session of the land in question and claim to be the owners
thereof and during the period of said pos­session have sold their rights to
various third persons;

“FOURTH — That in the middle of 1950,
the DEUDORS, under a mistaken impression of the
nature of their rights in said property, began the following suits against the
OWNERS in the Court of First Instance of Quezon City:
(a) Case No. Q-135, Deudor et al vs. Tuason; (b) Case No. Q-183, Fulgencio
vs. Tuason; (c) Case No. Q-174, Misericordia vs. Tuason; (d) Case
No. 139, Agustin de Torres vs. Tuason; Case No.
Q-177, Agripino Pascual vs.
Tuason;

“FIFTH — That after examining the
various documents evidencing the title to said lands, the DEUDORS
have decided to, as they hereby recognize the complete absolute and
indefeasible title in fee simple of the OWNER over the said property, and
hereby renounce, cede and quitclaim into and in favor of the OWNERS any right,
title or interest of whatever nature they may have had in the past or may now
have or may have in and to said property in the future;

“SIXTH — That for and in consideration
of the foregoing renunciation, cession and quitclaim, and of the improvement
which the DEUDORS have made on said property, and of
their undertaking to help maintain the OWNERS possession of said property and
other obligations assumed by the DEUDORS under this
agreement, the OWNERS hereby promise to pay said DEUDORS
in the manner herein specified, the sum of ONE MILLION TWO HUNDRED AND ONE
THOUSAND AND SIXTY THREE PESOS (P1,201,063.00) x x x .” (Pp. 62-64, Record on Appeal.)

As can be seen, there is nothing in the aforequoted
terms of the agreement from which anyone can gather that appellee
ever recognized or acknowledged any superior right or title, much less a
transferable one, of the Deudors, contrary to the
contention of appellants.  In fact, in so
far as appellants are concerned, there is the specific stipulation in paragraph
7 to the following effect:

“SEVENTH — That the sales of the possessory rights claimed by the DEUDORS,
are described in the list submitted by them to the OWNERS which are attached
hereto marked Annexes ‘B’ and ‘C’ and made a part hereof.  Whatever amounts may have been collected by
the DEUDORS on account thereof, shall be deducted
from the total sum of P1,201,063.00 to be paid to them.  It shall be the joint and solidary
obligations of the DEUDORS to make the buyers of the
lots pur­portedly sold by them recognize the title of the OWNERS over the
property purportedly bought by them and to make them sign whenever possible,
new contracts of purchase for said property at the current prices and terms
specified by the OWNERS in their sales of lots in their subdivision known as
‘Sta. Mesa Heights Subdivision’.  The DEUDORS hereby advise the OWNERS that the buyers listed in
Annex ‘B’ herein with the annotation ‘continue’ shall buy the lots respectively
occupied by them and shall sign new contracts, but the sums already paid by
them to the DEUDORS amounting to P134,922.84 (subject
to verification by the Court) shall be credited to the buyers and shall be
deduced from the sums to be paid to the DEUDORS by
the OWNERS.  The DEUDORS
also advise the OWNERS that the buyers listed in Annex ‘C’ herein with the
annotation ‘Refund’ have decided not to continue with their former contracts of
purchase with the DEUDORS and the sum already paid by
them to the DEUDORS and totalling
P101,182.42 (subject to verification by the Court) shall be refunded to them by
the OWNERS and deducted from the sum that may be due the DEUDORS
from the OWNERS.” (Pp. 65-66, Record on Appeal.)

As far as We can gather from the record,
the appellants are among those listed in the Annex B referred to in the
paragraph.

In the light of these circumstances, it is not to be wondered
that in its answer to appellants’ counterclaim insisting on their alleged right
to acquire the land in controversy pursuant to the terms of their purchase from
Deudor, appellee alleged:

“2.  That plaintiff refused the tender of payment
of defendants because the same was not in accordance with the current price of
the lot and because defendants refused
to enter into a new contract of purchase with plaintiff, contrary to the terms
of the compromise agreement by virtue of which they were making such
tender.  (See par. 7 of Compromise
Agreement. )”(Page 101, Record on Appeal.)

In short, We cannot find any basis in the record for upholding
the claim of appellants articulated in their answer below as follows:

“6.  That plaintiff J. M. Tuason
& Co., Inc. is in estoppel to question the right,
title, interest, and possession of the defendants herein in the land now in
question covered by the deed of sale An­nex ‘I’ inasmuch that in the compromise
agree­ment Annex ‘II’ and approved by a competent court (Annex ‘III’ ), the
said plaintiff J. M. Tuason & Co., Inc. has
acknowledged that the defendant Ester L. Jurilla is
one of the purchasers of Florencio Deudor; that said Ester L. Jurilla
could buy said lot evidenced by Annex ‘I’ , the land now in question, from the
plaintiff J. M. Tuason & Co., Inc., the lot which
Florencio Deudor has agreed
to sell to said Ester L. Jurilla now defendant; that
the plaintiff J. M. Tuason & Co., Inc., in
accepting the renunciation and quit­claim by Florencio
Deudor in favor of the said plain­tiff J. M. Tuason & Co., Inc., the latter knew of the commitments
and obligations of Florencio Deudor
in favor of the defendant Ester L. Jurilla as shown
by her being included in the list made part of the com­promise agreement of
those purchasers of lots when Florencio Deudor was still in possession; and that plaintiff J. M. Tuason & Co., Inc. , by reason of the compromise Annex
‘II’ had also assumed certain obligation with regard to the defendant Ester L. Jurilla, recognizing her as a purchaser who made partial
payments and continue to buy.

“7.  That because of the foregoing facts, the
plaintiff J. M. Tuason & Co., Inc., had stepped
into the shoes of the vendor Florencio Deudor in that deed of sale Annex ‘I’, not only of the
rights and interests of said Florencio Deudor, but also the concomitant obligations inherent
thereto then legally existing and enforceable at the time of the execution of
the compromise agreement Annex ‘II’ and approved by a competent court (Annex
‘III’).

“8.  That after the rendition of the judgment Annex
‘III’ the defendants spouses Vicente Jurilla and
Ester L. Jurilla tendered and offered payment to the
plaintiff J. M. Tuason & Co., Inc., in compliance
with the terms and conditions stipulated in the deed of sale Annex ‘I’, but
said plaintiff J. M. Tuason & Co., Inc., refused
and continue to refuse to receive the payment or installments stipulated in the said deed of sale unless
the defendants spouses herein would execute and sign a new contract with the
plaintiff J. M. Tuason & Co., Inc., and to pay a
very high and exorbitant price of SEVENTY PESOS (P70.00) per square meter for
the same land covered by the same deed of sale, contrary to and in violation of
the terms and conditions agreed upon in the repeatedly mentioned deed of sale.

“9.  That by virtue of the compromise agreement,
the plaintiff J. M. Tuason & Co., Inc., had stepped
into the shoes of the vendor Florencio Deudor with respect to the land in question covered by the
deed of sale Annex ‘I’, not only of the rights and interests of said Florencio Deudor but also the
concomitant obligations inherent thereto then legally existing and enforceable
at the time of the execution of the compromise agreement and approved by the
Court.” (Pp. 47-50, Rec. on Appeal.)

On the contrary, what can
be readily deduced from the above discussion is that, since appellants are
invoking the supposed compromise agreement they are referring to (which appellee claims was subsequently rescinded), they are the
ones actually in estoppel to insist that appellee should abide by the terms of the sale to them of
the land in dispute by Deudor.  As contended by appellee,
under the seventh paragraph of the compromise agreement, all that appellee has recognized with reference to the sale made by Deudors to appellants is that from the monetary
consideration to be paid by appellee to the Deudors, the down-payment which appellants had paid to Florencio Deudor would be
deducted and virtually considered as paid to appellee
and that the balance that appellants would have to pay to appellee
would depend on whatever agreement may be entered into between them and appellee, without regard to the terms of appellants’
purchase from Deudor. 
And as rightly contended by appellee, since
appellants are unwilling to enter into new negotiations with it, they have no
right to continue in possession of the land in question.

IN VIEW OF ALL THE
FOREGOING, the judgment of
the trial court is affirmed, with costs against appellants.

Fernando, (Chairman), Antonio, Aquino,
and Concepcion,
Jr., JJ., concur.