FLORENCIA CRONICO, SUBSTITUTED BY LUCILLE E. VENTURANZA, PETITIONER-APPELLANT, VS. J. M. TUASON & CO., INC., AND CLAUDIO R. RAMIREZ, RESPONDENTS-APPELLEEE.

In Civil Case No. Q-6363 entitled “Florencia
Cronico, substituted by Lucille E. Venturanza, plaintiff, versus J. M. Tuason
& Co., Inc., represented by Gregorio Araneta,
Inc., and Claudio Ramirez, defendants,” the Court of First Instance of Rizal, Branch IV, Quezon City,
rendered its decision dated January 25, 1969, the dispositive
part of which reads:

“IN VIEW OF THE FOREGOING, judgment is hereby rendered in
favor of the plaintiff and against the defend­ants, as follows:

a) Declaring the Contract to Sell No. 10879 Exhibit 3-company,
executed by defendant corporation in favor of its co-defendant Ramirez on April
2, 1962, as NULL and VOID;

b) Ordering the defendant-corporations to execute a Contract to
sell in favor of the substituted plaintiff Dr. Lucille E. Venturanza
over Lot 22, Block 461 of the Sta. Mesa Heights Subdivision, under the same
terms and conditions of their offer to the plaintiff as contained in the letter
of Gregorion Araneta, Inc.,
representative of J. M. Tuason & Co., to Florencia Cronico of March 20,
1962 (Exh. H) or under the same terms given to
defendant Ramirez;

c) Declaring as cancelled any and all transfer certificates of
title that might have been issued in favor of defendant Ramirez over said Lot
No. 22;

d) Ordering the defendants, jointly and severally, to pay the plaintiff
(Dr. Lucille E. Venturanza) the sum of P160,000.00,
as damages representing the rents derived from the property in question up to
December 2, 1968, plus the sum of P2,000.00 every month thereafter until the
lot in question is sold and delivered to plaintiff (Dr. Venturanza);

e) Ordering defendants, jointly and severally, to pay plaintiff
(Dr. Lucille E. Venturanza) the sum of P10,000.00, as
attorney’s fees;

f) To pay the costs.

IT IS SO ORDERED.

Quezon City,
Philippines, January 25, 1969.

s/t WALFRIDO DE LOS ANGELES

J u d g e”

(Rollo, p. 69, Joint Record on Appeal,
pp. 49-50)

The defendants. J. M. Tuason & Co.,
Inc. and Claudio R. Ramirez appealed to the Court of Appeals which promulgated
its decision on April 21, 1972
reversing the judgment appealed from and dis­missing the complaint with costs
against the plaintiff-appellee.  (Rollo, p. 31,
Decision in CA-G. R. No. 44479-R, p. 19)

The plaintiff, Florencia Cronico, substituted by Lucille E. Venturanza,
filed with this Court a petition for certiorari to review the decision
of the Court of Appeals*
assigning the following errors:

“I

THE HONORABLE COURT OF APPEALS ERRED IN HOLDING THAT FLORENCIA
CRONICO OBTAINED THE DEFENDANT COMPANY’S LETTER-OFFER TO HER DATED MARCH 20, 1962 BY MEANS OF IR­REGULAR
AND PREMATURE DELIVERY.

II

THE HONORABLE COURT OF APPEALS ERRED IN HOLDING THAT THE RECORDS DO
NOT SHOW THAT DEFENDANT COMPANY’S LETTER-OFFER OR UNILATERAL PROMISE TO SELL
WAS SUPPORTED BY A CONSIDERATION OTHER THAN THE SELLING PRICE.

III

THE HONORABLE COURT OF APPEALS ERRED IN HOLDING THAT PLAINTIFF
CRONICO IS NOT PRINCIPALLY NOR SUBSIDIARILY OBLIGED UNDER THE CONTRACT TO SELL
(EXH. 3-Company) AND HENCE MAY NOT BRING SUIT TO ANNUL THE SAME.

IV

THE HONORABLE COURT
OF APPEALS ERRED IN REVERSING THE TRIAL COURT AND DISMISSING THE
COMPLAINT.”

(Rollo,
p. 74, Petitioner’s Brief, pp. 1-2)

The facts, as found by the Court of Appeals, are:

“Appellant J. M. Tuason & Co.
Inc. hereinafter referred to as appellant company was the registered owner of Lot
No. 22, Block 461, Sta. Mesa Heights Subdivision, located at the Northwestern
corner of Quezon Boulevard and Gregorio Araneta, Quezon City and embraced
by Transfer Certificate of Title No. 49235 of the Registry of Deeds of said
city.  In March, 1962, plaintiff Florencia Cronico offered to buy
the lot from the appellant company with the help of Mary E. Venturanza.  They personally talked to Benjamin F.
Bautista, Manager of the Real Estate Department of Gregorio Araneta,
Inc. the appellant company’s attorney-in-fact, proposing to buy Lot No.
22.  She was required to present proofs
to show her rights to the lot.  On March 8, 1962, Florencia
Cronico exhibited certain documents showing her
priority rights to buy the lot.

In the first week of March, 1962, defendant-appellant Claudio
Ramirez also learned that the lot in question was being sold by the appellant
company.  The occupants thereof who also
had priority rights to buy the land informed Claudio Ramirez about the intended
sale.  Juanita Semilla
and Pedro Fernandez, who were the occupants of the said Lot No. 22 expressed
their willingness to waive their rights although Pedro Fernandez reserved a
condition that a small portion of the land whereon his house stands be sold to
him.  In the same month, March, 1962,
plaintiff Cronico and defendant-appellant Ramirez
sent separate individual letters to appellant company wherein they expressed
their desire to purchase the land and requested information concerning the
area, the price and other terms and conditions of the contract to sell.  Two others intimated their desire to buying
the lot.  They were Bonifacio
Chung and Angeles Henson.  Both, however,
subsequently lost their interest in said lot. 
On March 20, 1962,
the appellant company sent separate reply letters to prospective buyers
including plaintiff Cronico and defendant-appellant
Ramirez.  They were dropped in the Manila
Post Office at 11:00 in the morning
of March 21, 1962 by
registered mail.  It so happened that
plaintiff Cronico went to the appellant company’s
office on March 21, 1962,
and she was informed that the reply letter of the appellant company to
prospective buyers of the same lot had been mailed.  With this information, plaintiff Cronico and Mary E. Venturanza
went to the post office in Manila
and she was able to get the letter at about 3:30
in the afternoon of the same date.  After
she got the letter, plaintiff Cronico and Mary E. Venturanza went directly to the office of Gregorio Araneta Inc., Escolta, Manila,
and presented the letter to Benjamin Bautista, Head of the Real Estate
Department of said company.  Since she
had no money, plaintiff Cronico requested Mary E. Venturanza to issue a check in the amount of P33,572.00 to
cover the down payment for the lot. 
However, Benjamin Bautista did not accept the check.  He advised plaintiff Cronico
that it is Gregorio Araneta II who would decide whose
offer to buy may be accepted after the appellant company receives the registry
return cards attached to the registered letters sent to the offerors.

On March 22, 1962, between 10:00 and 11:00 a.m., appellant Ramirez
received from the post office at San Francisco del Monte, Quezon
City, the reply letter of the appellant company dated March 20, 1962, wherein
it stated that Lot 22, Block 461, Sta. Mesa Heights Subdivision, was available
for sale under the conditions therein set forth and that the said lot was being
offered for sale on a first come first serve basis.  Appellant Ramirez proceeded to the office of
Benjamin Bautista in the same morning stating that he accepted the conditions
stated in the appellant company’s letter. 
Benjamin Bautista advised appellant Ramirez to wait for the decision of
Gregorio Araneta II. 
The next day, March 23, 1962,
appellant Ramirez presented his letter to the appellant company confirming his
verbal acceptance of the terms and conditions in connection with the sale.  On March
31, 1962, Atty. Jose E. Patangpo in
behalf of appellant Ramirez wrote the appellant company requesting the early
execution of the proper contract to sell over Lot No. 22.  A check in the amount of P33,572 was enclosed
in the letter to cover the down payment for said lot.  The request was favorably considered.

On April 2, 1962, the J. M. Tuason &
Co. Inc., and Claudio R. Ramirez executed contract to sell whereby the
appellant company agreed to sell to apellant Ramirez
the lot in question for a total pride of P167,869.00 subject to the terms and
conditions therein set forth.

Meanwhile, on March 27,
1962, the appellant company received a letter from Atty. Godofredo Asuncion in behalf of Florencia
Cronico requesting that the lot subject of litigation
be sold to her.  She tendered a check to
cover the down payment which was, however, returned.  On April
4, 1962, the appellant company sent a letter to the plaintiff-appellee informing her that it had decided to sell the lot
in question to appellant Ramirez.  This
triggered the instant suit.

On April 28, 1962,
plaintiff Florencia Cronico
lodged in the Court of First instance of Rizal (Quezon City Branch) a complaint against the
defendants-appellants J. M. Tuason & Co., Inc.
and Claudio Ramirez.  The main purpose of
the said suit is to annul and set aside the contract to sell executed by and
between appellant company and appellant Ramirez.  On May
30, 1962, Gregorio Araneta, representing
J. M. Tuason & Co. Inc., filed its answer to the
complaint with cross claim against its co-defendant Claudio Ramirez and Luisa Patangco.  On the
part of defendant Claudio Ramirez, he filed a motion to dismiss on the ground
that the complaint states no cause of action against him.  He contends that the action for the annulment
of contract may only be instituted by those who are parties thereto or those
who are thereby obliged principally or subsidiarily.  According to Claudio Ramirez such action to
annul a deed of sale can not prosper against third persons as they are not
principally or subsidiarily obligated thereby.  The motion to dismiss was denied.  So Claudio Ramirez filed his answer reiterating
in his affirmative defenses that since the plaintiff-appellee
is not a party to the contract to sell executed by him and the defendant
company, plaintiff Florencia Cronico
has no right whatsoever to demand the annulment of said contract.

On November 19,
1968, plaintiff, together with Dr. Lucille E. Venturanza
filed a motion for substitution for party plaintiff whereby plaintiff Florencia Cronico expressed her
willingness to be substituted by Dr. Lucille E. Venturanza
as the former had transferred to the latter whatever rights and interests which
she may have over Lot 22, Block 261, Sta. Mesa Heights Subdivision by virtue of
a deed of assignment she executed on July 5, 1968.  The court granted the substitution of the
party plaintiff by Dr. Lucille E. Venturanza.”

(Rollo,
p. 31, Decision of Court of Appeals, pp. 1-7)

Anent the first error assigned, the petitioner contends that
“No less than the chief of the general service section of the Manila
post office, Gaspar Bautista, speaking on the
regularity of plaintiff Cronico’s receipt of the
letter, testified before the trial court that the means by which plaintiff Cronico received her letter is very regular.” (Rollo, p. 74, Petitioner’s Brief, p. 18).  And that “Anyway, the manner by which
the offerees were to receive their letters was not announced
by the offeror to the contestant such that they could
not be bound thereby.  Hence, the rule of
the fittest and without lawlessness should govern, and that was Cronico who proved her diligence and resourcefullness
over Claudio Ramirez.” (Rollo, p. 74,
Petitioner’s Brief, p. 21)

The petitioner also averred that the capability of the plaintiff,
Florencia Cronico, to chase
the land in question was not raised as an issue in the answer of the defendant
company and was developed as an afterthought during, the trial.

It is a fact that the petitioner, Florencia
Cronico, upon being tipped by Benjamin Bautista, head
of the Real Estate Department of Gregorio Araneta
Inc., that the reply letters of the appellant company were already placed in
the mails on March 21, 1962 at 11:00 o’clock in the morning, immediately went
to the Manila post office and claimed the registered letter addressed to her
without waiting for the ordinary course for registered mails to be
delivered.  The petitioner took delivery
of the registered letter addressed to her at the entry section of the Manila
post office.  While this procedure may be
tolerated by the postal authorities, the act of the petitioner in taking
delivery of her letter at the entry section of the Manila post office without
waiting for said letter to be delivered to her in due course of mail is a
violation of the “first come first served” condition imposed by the
respondent J. M. Tuason & Co. Inc., acting
through Gregorio Araneta Inc..

The respondent, Claudio R. Ramirez, received on March 22, 1962 in
the morning the reply letter of the respondent company dated March 20, 1962
stating that Lot 22, Block 461, Sta. Mesa Heights Subdivision was available for
sale under the conditions set forth on the basis of “first come first
served”.  The respondent, Claudio R.
Ramirez, pro­ceeded to the office of Benjamin Bautista on the same date and
manifested that he was accepting the conditions stated in the respondent
company’s letter.  On March 23, 1962, respondent Ramirez
presented his letter to the respondent company confirming his verbal acceptance
of the terms and conditions in connection with the sale.

It was only on March 27,
1962 that the respondent company received a letter from Atty. Godofredo Asuncion in behalf of petitioner, Florencia Cronico, requesting
that the lot subject of litigation be sold to her.  The enclosed check to cover the down payment
was returned to petitioner Cronico and on April 4, 1962, the respondent company
wrote said petitioner that it had decided to sell the lot in question to the
respondent Ramirez.

In view of the foregoing circumstances, we con­cur in the finding
of the Court of Appeals that “Viewing the case from the standpoint of
regularity of notice, plaintiff-appellee falls short
of the yardstick.” (Rollo, p. 42, Decision of
the Court of Appeals, p. 12)

The Court of Appeals entertained serious doubts as to the
financial capability of petitioner Florencia Cronico to purchase the property because she was receiving
only the amount of P150.00 a month as her salary from her employment and there
was no showing that she had sources of income other than her job.  In fact, when petitioner Cronico
tried to pay the down payment for the purchase of the land, it was Mary E. Venturanza who drew the check in the amount of P33,572.00
which was rejected by the respondent company. 
It is also to be noted that in the trial court, Florencia
Cronico was substituted by her assignee Lucille E. Venturanza, daughter of Mary E. Venturanza.  It is apparent that petitioner, Florencia Cronico, did not have
the capability to pay and that she acted only as a mere front of the Venturanzas.  As
correctly pointed out by the Court of Appeals, realtors are given the right to
choose their buyers so as to avoid delinquent payments of monthly installments
which may result in costly court litigations.

The contention of petitioner, Florencia
Cronico, that the promise to sell is supported by a
consideration as to her because she had established her link as successor of
Gregorio Venturanza who bought the lot from Juan
Ramos who in turn acquired said lot from Pedro Deudor.  The petitioner then argues that since Clause
Seventh of the Compromise Agreement between the respondent company and the Deudors et al. obligated the respondent company to sell to
the buyers of the Deudors listed in Annex B thereof,
Exhibit R-1, and Juan Ramos was the purchaser of the lot from Pedro Deudor with such right to buy from the defendant company
under a new contract with the latter, the said petitioner had established the
onerous cause or consideration apart from the selling price of the lot.  Granting, arguendo,
that Clause Seventh of the Compromise Agreement constitutes a valid
consideration of the promise to sell apart from the selling price, it appears
that the Compromise Agreement upon which the petitioner Cronico
predicates her right to buy the lot in question has been rescinded and set
aside.  (Deudor
vs. J. M. Tuason & Co., Inc., 2 SCRA 129 and J.
M. Tuason & Co., Inc. vs. Sanvictores
4 SCRA 123, 126) Hence, the promise of the respondent company to sell the lot
in question to the petitioner, Florencia Cronico, has no consideration separate from the selling
price of said lot.

In order that a unilateral promise may be binding upon the promisor, Article 1479, Civil Code of the Philippines,
requires the concurrence of the condition that the promise be “supported
by a consideration distinct froth the price.” Accordingly, the Promisee can not compel the promisor
to comply with the promise, unless the former establishes the existence of said
distinct consideration.  The promisee has the burden of proving such consideration.  (Sanchez vs. Rigos,
45 SCRA 368, 372-373) The petitioner, Florencia Cronico, has not established the existence of a
consideration distinct from the price of the lot in question.

The petitioner cannot claim that she had accepted the promise
before it was withdrawn because, as stated above, she had violated the
condition of “first come, first served”.  Moreover, it was only on March 27, 1962 that the respondent company
received a letter from counsel of the petitioner requesting that the lot
subject of this litigation be sold to her. 
The respondent, Claudio R. Ramirez, had on March 23, 1962, confirmed in writing his verbal acceptance
of the terms and conditions of the sale of the lot in question.

The petitioner maintains that the contract to sell (Exhibit 3)
executed by the respondent company in favor of the respondent, Claudio R.
Ramirez, contains a stipulation for her benefit, which reads:

“b)     that the buyer
Claudio Ramirez has been fully informed by the company of all the circumstances
relative to the offer of Florencia Cronico to buy said lot and that he agrees and binds
himself to hold the company absolutely free and harmless from all claims and damages
of said Forencia Cronico in
connection with this sale of the lot to him.”

(Rollo, p. 74, Petitioner’s Brief, pp.
31-32)

The foregoing clause cannot by any
stretch of the imagination be considered as a clause “pour autrui” or for the benefit of the petitioner.  The stipulation does not confer any right
arising from the contract that may be enforced by the petitioner against any of
the parties thereto.  Neither does it
impose any obligation arising from the contract that may be enforced by any of
the parties thereto against the petitioner. 
The petitioner is not “obliged principally or subsidiarily”
by the contract to sell executed between the respondent company and the
respondent Claudio R. Ramirez.  The said
stipulation is for the benefit of the respondent company.

The contention of the petitioner that she has become the obligee or creditor of the respondent company because she
was the first to comply with the terms of the letter-offer has no merit.  Her so called acceptance has no effect
because she violated the condition of “first come, first served” by
taking delivery of the reply letter of the respondent com­pany in the entry
section of the Manila post office and of the fact that her formal letter of
acceptance was only received by the respondent company on March 27, 1962.

In view of all the foregoing, we find that the Court of Appeals
has not committed any of the errors assigned in the brief of the petitioner.

WHEREFORE, the decision of the Court of Appeals in CA-G.
R. No. 44479-R is hereby affirmed, without pronouncement as to costs.

SO ORDERED.

Makasiar, Martin, and Guerrero, JJ., concur.

Teehankee, (Chairman), J., in the result.

Muñoz Palma, J., took no part.

* Special First
Division composed of Presiding Justice Salvador Esguerra,
Chairman, and Justice Edilberto Soriano
and Mme. Justice Cecilia Muñoz Palma, members.