[With Resolutions of April 23, 1962]

Appeal from a decision of the Court of First Instance of Manila
dismissing the action for legal redemption filed by plaintiff-appellant.

It appears that Jose V. Ramirez, during his lifetime, was a co-owner
of a house and lot located at Sta. Cruz, Manila, as shown by Transfer
Certificate of Title No. 52789, issued in the name of the following
co-owners: Marie Gamier Vda. de Ramirez, 1/6; Jose V. Ramirez, 1/6;
Jose E. Ramirez, 1/6; Belen T. Ramirez, 1/6; Rita De Ramirez, 1/6; and
Jose Ma. Ramirez, 1/6.

On October 20, 1951, Jose V. Ramirez died. Subsequently, Special
Proceeding No. 15026 was instituted to settle his estate, that included
the one sixth (1/6) undivided share in the aforementioned property. And
although his last will and testament, wherein he bequeathed his estate
to his children and grandchildren and one-third (1/3) of the free
portion to Mrs. Angela M. Butte, hereinafter referred to as
plaintiff-appellant, has been admitted to probate, the estate
proceedings are still pending up to the present on account of the
claims of creditors which exceed the assets of the deceased. The Bank
of the Philippine Islands was appointed judicial administrator.

Meanwhile, on December 9, 1958, Mrs. Marie Gamier Vda. de Ramirez,
one of the co-owners of the late Jose V. Ramirez in the Sta. Cruz
property, sold her undivided 1/6 share to Manuel Uy & Sons, Inc.,
defendant-appellant here. in, for the sum of P500,000.00. After the
execution by her attorney-in-fact, Mrs. Elsa R. Chambers, of an
affidavit to the effect that formal notices of the sale had been sent
to all possible redemptioners, the deed of sale was duly registered and
Transfer Certificate of Title No. 52789 was cancelled in lieu of which
a new one was issued in the name of the vendee and the other co-owners.

On the same day (December 9, 1958), Manuel Uy & Sons, Inc. sent
a letter to the Bank of the Philippine Islands as judicial
administrator of the estate of the late Jose V. Ramirez informing it of
the above-mentioned sale. This letter, together with that of the bank,
was forwarded by the latter to Mrs. Butte c/o her counsel Delgado,
Flores and Macapagal, Escolta, Manila, and having received the same on
December 10, 1958, said law office delivered them to
plaintiff-appellant’s son, Mr. Miguel Papa, who in turn personally
handed the letters to his mother, Mrs. Butte, on December 11 or 12,
1958. Aside from this letter of defendant-appellant, the vendor, thru
her attorney-in-fact Mrs. Chambers, wrote said bank on December 11,
1958 confirming vendee’s letter regarding the sale of her 1/6 share in
the Sta. Cruz property for the sum of P500,000.00. Said letter was
received by the bank on December 15, 1958 and having endorsed it to
Mrs. Butte’s counsel, the latter received the same on December 16,
1958. Appellant received the letter on December 19, 1958.

On January 15, 1959, Mrs. Angela M. Butte, thru Atty. Resplandor
Sobretodo, sent a letter and a Philippine National Bank cashier’s check
in the amount of P500,000.00 to Manuel Uy & Sons, Inc. offering to
redeem the 1/6 share sold by Mrs. Marie Gamier Vda. de Ramirez. This
tender having been refused, plaintiff on the same day consigned the
amount in court and filed the corresponding action for legal
redemption. Without prejudice to the determination by the court of the
reasonable and fair market value of the property sold which she alleged
to be grossly excessive, plaintiff prayed for conveyance of the
property, and for actual, moral and exemplary damages.

After the filing by defendant of its answer containing a
counterclaim, and plaintiff’s reply thereto, trial was held, after
which the court rendered decision on May 13, 1959, dismissing
plaintiff’s complaint on the grounds that she has no right to redeem
the property and that, if ever she had any, she exercised the same
beyond the statutory 30day period for legal redemptions provided by the
Civil Code. The counterclaim of defendant for damages was likewise
dismissed for not being sufficiently established. Both parties appealed
directly to this Court.

Based on the foregoing facts, the main issues posed in this appeal
are: (1) whether or not plaintiff-appellant, having been bequeathed 1/3
of the free portion of the estate of Jose V. Ramirez, can exercise the
right of legal redemption over the 1/6 share sold by Mrs. Marie Gamier
Vda. de Ramirez despite the presence of the judicial administrator and
pending the final distribution of her share in the testate proceeding;
and (2) whether or not she exercised the right of legal redemption
within the period prescribed by law.

The applicable law involved in the present case is contained in
Articles 1620, p. 1, and 1623 of the Civil Code of the Philippines,
which read as follows:

“ART. 1620. A co-owner of a thing may exercise the
right of redemption in case the shares of all the other co-owners or of
any of them, are sold to a third person. If the price of the alienation
is grossly excessive, the redemptioner shall pay only a reasonable one.

Should
two or more co-owners desire to exercise the right of redemption, they
may only do so in proportion to the share they may respectively have in
the thing owned in common. (1522a)”

“ART. 1623. The right of
legal preemption or redemption shall not be exercised except within
thirty days from the notice in writing by the prospective vendor, or by
the vendor, as the case may be. The deed of sale shall not be recorded
in the Registry of Property, unless accompanied by an affidavit of the
vendor that he has given written notice thereof to all possible
redemptioners.

The right of redemption of co-owners excludes that of adjoining owners. (1524a)”

That the appellant Angela M. Butte is entitled to exercise the right
of legal redemption is clear. As testamentary heir of the estate of J.
V. Ramirez, she and her co-heirs acquired an interest in the undivided
one-sixth (1/6) share owned by her predecessor (causante) in the Santa
Cruz property, from the moment of the death of the aforesaid co-owner,
J. V. Ramirez. By law, the rights to the succession of a deceased
person are transmitted to his heirs from the moment of his death, and
the right of succession includes all property rights and obligations
that survive the decedent.

“ART. 776. The inheritance includes all the
property, rights and obligations of a person which are not extinguished
by his death. (659)”

“ART. 777. The rights to the succession are transmitted from the moment of the death of the decedent. (657a)”

“ART.
947. The legatee or devisee acquires a right to the pure and simple
legacies or devises from the death of the testator, and transmits it to
his heirs. (881a)”

The principle of transmission as of the time of the predecessor’s
death is basic in our Civil Code, and is supported by other related
articles. Thus, the capacity of the heir is determined as of the time
the decedent died (Art 1034); their legitimate is to be computed as of
the same moment (Art. 908), and so is the inofficiousness of the
donations inter vivos (Art. 771). Similarly, the legacies of
credit and remission are valid only in the amount due and outstanding
at the death of the testator (Art. 935), and the fruits accruing after
that instant are deemed to pertain to the legatee (Art. 948).

As a consequence of this fundamental rule of succession, the heirs
of Jose V. Ramirez acquired his undivided share in the Sta. Cruz
property from the moment of his death; and from that instant, they
became co-owners in the aforesaid property, together with the original
surviving co-owner s of their decedent (causante). A co-owner of an
undivided share is necessarily a co-owner of the whole. Wherefore, any
one of the Ramirez heirs, as such co-owner , became entitled to
exercise the right of legal redemption (retracto de comuneros)
as soon as another co-owner (Marie Gamier Vda. de Ramirez) had sold her
undivided share to a stranger, Manuel Uy & Sons, Inc. This right of
redemption vested exclusively in consideration of the redemptioner’s
quality of co-owner, independently of the size of the redemptioner’s
share which the law nowhere takes into account.

The situation is in no wise altered by the existence of a judicial
administrator of the estate of Jose V. Ramirez. While under the Rules
of Court the administrator has the right to the possession of the real
and personal estate of the deseased, so far as needed for the payment
of the decedent’s debts and the expenses of administration (sec. 3,
Rule 85), and the administrator may bring or defend actions for the
recovery or protection of the property or rights of the deceased (sec.
2, Rule 88), such rights of possession and administration do not
include the right of legal redemption of the undivided share sold to Uy
& Company by Mrs. Gamier Ramirez. The reason is obvious: this right
of legal redemption only came into existence when the sale to Uy &
Sons, Inc. was perfected, eight (8) years after the death of Jose V.
Ramirez, and formed no part of his estate. The redemption right vested
in the heirs originally, in their individual capacity; they did not
derivatively acquire it from their decedent, for when Jose V. Ramirez
died, none of the other co-owners of the Sta. Cruz property had as yet
sold his undivided share to a stranger. Hence, there was nothing to
redeem and no right of redemption; and if the late Ramirez had no such
right at his death, he could not transmit it to his own heirs. Much
less could Ramirez acquire such right of redemption eight years after
his death, when the sale to Uy & Sons, Inc. was made; because death
extinguishes civil personality, and, therefore, all further juridical
capacity to acquire or transmit rights and obligations of any kind
(Civil Code of the Phil, Art. 42).

It is argued that the actual share of appellant Mrs. Butte in the
estate of Jose V. Ramirez has not been specifically determined as yet,
that it is still contingent; and that the liquidation of the estate of
Jose V. Ramirez may require the alienation of the decedent’s undivided
portion in the Sta. Cruz property, in which event Mrs. Butte would have
no interest in said undivided portion. Even if it were true, the fact
would remain that so long as that undivided share remains in the
estate, the heirs of Jose V. Ramirez own it, as the deceased did own it
before his demise, so that his heirs are now as much co-owners of the
Sta. Cruz property as Jose V. Ramirez was himself a co-owner thereof
during his life-time. As co-owners of the property, the heirs of Jose
V. Ramirez, or any one of them, became personally vested with the right
of legal redemption as soon as Mrs. Gamier sold her own pro-indiviso
interest to Uy & Sons. Even if subsequently, the undivided share of
Ramirez (and of his heirs) should eventually be sold to satisfy the
creditors of the estate, it would not destroy their ownership of it
before the sale, but would only convey or transfer it as of the time
the share that originally belonged to Ramirez is in turn sold (if it
actually is sold) to pay his creditors. Hence, the right of any of the
Ramirez heirs to redeem the Gamier share will not be retroactively
affected. All that the law requires is that the legal redemptioner
should be a co-owner at the time the undivided share of another
co-owner is sold to a stranger. Whether or not the redemptioner will
continue being a co-owner after exercising the legal redemption is
irrelevant for the purposes of the law.

Nor can it be argued that if the original share of Ramirez is sold
by the administrator, his heirs would stand in law as never having
acquired that share. This would only be true if the inheritance is
repudiated or the heir’s quality as such is voided. But where the
heirship is undisputed, the purchaser of hereditary property is not
deemed to have acquired the title directly from the deceased Ramirez,
because a dead man can not convey title, nor from the administrator who
owns no part of the estate; the purchaser can only derive his title
from the Ramirez heirs, represented by the Administrator, as their
trustee or legal representative.

The right of appellant Angela M. Butte to make the redemption being
established^ the next point of inquiry is whether she had made or
tendered the redemption price within the 30 days from notice as
prescribed by law. This period, be it noted, is peremptory, because the
policy of the law is not to leave the purchaser’s title in uncertainty
beyond the established 30-day period.

In considering whether or not the offer to redeem was timely, we
think that the notice given by the vendee (buyer) should not be taken
into account. The text of Article 1623 clearly and expressly prescribes
that the thirty days for making the redemption are to be counted from
notice in writing by the vendor. Under the old law (Civ. Code
of 1889, Art. 1524), it was immaterial who gave the notice; so long as
the redeeming co-owner learned of the alienation in favor of the
stranger, the redemption period began to run. It is thus apparent that
the Philippine legislature in Article 1623 deliberately selected a
particular method of giving notice, and that method must be deemed
exclusive (39 Am. Jur., 237; Payne vs. State, 12 S.W. (2d) 528). As ruled in Wampler vs. Lecompte, 150 AtL 458 (aff’d. in 75 Law Ed. [U.S.] 275) —

“Why these provisions were inserted in the statute
we are {not informed, but we may assume until the contrary is shown,
that a state of facts in respect thereto existed, which warranted the
legislature in so legislating.”

The reasons for requiring that the notice should be given by the
seller, and not by the buyer, are easily divined. The seller of an
undivided interest is in the best position to know who are his
co-owners that under the law must be notified of the sale. Also, the
notice by the seller removes all doubts as to fact of the sale, its
perfection, and its validity, the notice being a reaffirmation thereof;
so that the party notified need not entertain doubt that the seller may
still contest the, alienation. This assurance would not exist if the
notice should be given by the buyer.

The notice which became operative is that given by Mrs. Chambers, in
her capacity as attorney-in-fact of the vendor Marie Gamier Vda. de
Ramirez. Under date of December 11, 1958, she wrote the Administrator
Bank of the Philippine Islands that her principal’s one-sixth (1/6)
share in the Sta. Cruz property had been sold to Manuel Uy & Sons,
Inc. for P500,000.00. The Bank received this notice on December 15,
1958, and on the same day endorsed it to Mrs. Butte, care of Delgado,
Flores and Macapagal (her attorneys), who received the same on December
16, 1958. Mrs. Butte tendered redemption and’ upon its refusal,
judicially consigned the price of P500,000 on January 15, 1959. The
latter date was the last one of the thirty days allowed by the Code for
the redemption, counted by excluding December 16, 1958 and including
January 15, 1959, pursuant to Article 13 of the Civil Code. Therefore,
the redemption was made in due time.

The date of receipt of the vendor’s notice by the Administrator Bank
(December 15) can not be counted as determining the start of the thirty
days; for the Administrator of the estate was not a proper
redemptioner, since, as previously shown, the right to redeem the share
of Marie Gamier did not form part of the estate of Jose V. Ramirez.

We find no justification for appellant’s claim that the P500,000
paid by Uy & Sons, Inc. for the Gamier share is grossly excessive.
Gross excess can not be predicated on mere individual estimates of
market price by a single realtor.

The redemption and consignation having been properly made, the Uy
counterclaim for damages and attorneys’ fees predicated on the
assumption that plaintiff’s action was clearly unfounded, becomes
untenable.

PREMISES CONSIDERED, the judgment appealed from is hereby reversed and set aside, and another one entered:

(a) Declaring the consignation of P500,000 made by appellant Angela M. Butte duly and properly made;

(b) Declaring that said appellant properly exercised in due
time the legal redemption of the one-sixth (1/6) undivided portion of
the land covered by Certificate of Title No. 59363 of the Office of the
Register of Deeds of the City of Manila, sold on December 9, 1958 by
Marie Gamier Vda. de Ramirez to appellant Manuel Uy & Sons, Inc.;

(c) Ordering appellant Manuel Uy & Sons, Inc. to accept
the consigned price and to convey to Angela M. Butte the undivided
portion above-referred to, within 30 days from the time our decision
becomes final, and subsequently to account for the rentals and fruits
of the redeemed share from and after January 15, 1958, until its
conveyance; and

(d) Ordering the return of the records to the court of origin for further proceedings conformable to this opinion.

Without finding as to costs.

Bengzon, C. J., Padilla, Bautista Angelo, Labrador, Concepcion, Barrera, and Dizon, JJ., concur.

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R E S O L U T I O N

April 23, 1962

REYES, J. B. L., J.:

Manuel Uy & Sons, Inc., has timely asked for a reconsideration
of our main decision on the grounds (1) that the consignation of
P500,000.00 by appellant Mrs. Butte was actually withdrawn by her on
August 24, 1959, as shown by the certification of the Chief Accountant
of the Department of Justice under date March 8, 1962, hence appellee
should not be made accountable for rents and profits from and after
January 15, 1959 until payment of the redemption price is actually
made; (b) that the appellant is not entitled to exercise legal redemption; and

(c) that the certificate of title did not show that appellee was a co-owner of the property covered by said certificate.

Appellee Angela M. Butte opposed the reconsideration prayed for on
the ground that the withdrawal of the amount consigned does not alter
the appellee’s responsibility for damages due to its mora in
refusing to allow redemption of the property when the amount was first
tendered, and that the other grounds were amply discussed in the briefs
and the decision.

The first ground is meritorious. The actual withdrawal of the
P500,000 originally consigned in court was not taken into account
because it did not appear of record when our main decision was
rendered; but the withdrawal is not denied by the appellee, and is
supported besides by an official certification; hence, it must be
conceded as an actual fact. While the lack or withdrawal of the
consignation does not affect appellant’s right of redemption, such
redemption being optional and not compulsory, and the price tendered in
due time, still the fact remains that no actual redemption would have
been legally made until the price is in fact paid to the appellee Uy
& Sons, Inc. The latter, therefore, continues to be the owner of
the undivided sixth share sold to it by the former co-owner, Marie
Gamier Vda. de Ramirez, and is entitled to the fruits and benefits
accruing to it fiy reason of that share, until the redemption price is
actually delivered.

Granting that, as contended for appellant, Uy & Sons, Inc. became in mora when it improperly refused to allow the redemption of the undivided share it had purchased from Mrs. Gamier, such mora
does not necessarily entitle appellant to recover damages, in the
absence of proof as to the reality of such damage and of the extent
thereof. Damages are not presumed, specially in this case where there
has been no showing that the fruits of the undivided sixth purchased by
appellee Uy would exceed the interest and profits that could have been
earned by the P500,000 that appellee should have paid over to
effectuate the legal redemption.

We find no merit in the other grounds adduced by appellant in its
motion to reconsider. The right of appellee to redeem the undivided
sixth in question and the timeliness of the tender of the redemption
price have been amply discussed in our main decision, and no new
arguments are adduced. The fact that the certificate of title covering
the Sta. Cruz property did not show that appellee Angela M. Butte was
one of the co-owners is irrelevant, since the appellant Uy & Sons,
Inc. well knew that it was a stranger to the co-ownership, and that it
was buying an undivided interest therein. Under these conditions, the
purchaser is in law charged with notice that its acquisition is subject
to redemption by any other co-owner within the statutory 30-day period,
and the identity of the redemptioner is immaterial so far as the
purchaser is concerned.

In view of the foregoing, the dispositive part of our decision of February 28, 1962 is hereby modified to read as follows:

(a) Declaring the tender of P500,000 made by appellant Angela M. Butte duly and properly made;

(b) Declaring that by such tender made in due time, the
appellant has preserved her right to redeem the one-sixth (1/6) portion
of the land covered by Certificate of Title No. 59363 of the Office of
the Register of Deeds of the City of Manila, sold on December 9, 1958
by Marie Gamier Vda. de Ramirez to appellee Manuel Uy & Sons, Inc.,
and that said appellant Angela M. Butte is entitled to a reconveyance
of said one-sixth portion upon payment of the amount of P500,000 to
Manuel Uy & Sons, Inc.;

(c) Ordering appellee Manuel Uy & Sons, Inc., to
execute the deed of conveyance of the undivided portion above-referred
to in favor of Angela M. Butte upon payment by the latter of the sum of
P500,000 within sixty (60) days from the time our decision becomes
final;

(d) Ordering the return of the records to the court of origin for execution conformably to this opinion.

Without finding as to costs.” So ordered.

Bengzon, C. J., Padilla, Bautista Angelo, Labrador, Concepcion, and Paredes, JJ., concur.