G.R. No. 21812. April 29, 1966
PAZ TORRES DE CONEJERO AND ENRIQUE CONEJERO, PETITIONERS, VS. COURT OF APPEALS, VISITACION A. DE RAFFIÑAN AND ENRIQUE TORRES, RESPONDENTS.
REYES, J.B.L., J.:
the review and setting aside of a decision rendered by the Court of
Appeals, in its Case CA-GR No. 19634-R, dismissing their action to
compel respondents Miguel Raffiñan and his wife, Visitacion A. de
Raffiñan, to permit redemption of an undivided half interest in a
property in Cebu City which had been sold to said respondents by their
co-respondent, Enrique Torres, brother and co-owner of petitioner Paz
Torres de Conejero.
Shorn of unessentials, the facts found by the Court of Appeals, in
its decision under review, are that Paz Torres and Enrique Torres were
co-owners pro indiviso of a lot and building in Cebu City,
covered by Transfer Certificate of Title No. 197-A1230 (T-3827), that
both had inherited from their deceased parents. As of September 15,
1949, Enrique Torres sold his half interest to the Raffiñan spouses for
P13,000, with right to repurchase within one year. Subsequent advances
by the vendees a retro increased their claims against Enrique
Torres, and finally, on April 3, 1951 (six months after the expiration
of the right to repurchase), said Enrique executed a deed of absolute
sale of the same half interest in the property in favor of the
Raffiñans for P28,000. This deed of absolute sale (Exhibit “3-A”) had
not been brought to the attention of Enrique’s sister and co-owner, Paz
Torres de Conejero, nor of her husband, until August 19, 1952, when
Enrique Torres showed his brother-in-law, Enrique Conejero[1],
a copy of the deed of absolute sale (Exhibit “C”) of his share of the
property in favor of the Raffiñans. Conejero forthwith went to the
buyers, offering to redeem his brother-in-law’s share, which offer he
later raised to P29,000.00 and afterwards to P34,000.
Amicable settlement not having been attained, the Conejeros filed,
on October 4, 1952, a complaint in the Court of First Instance of Cebu,
seeking to be declared entitled to redeem the half interest of Enrique
Torres; to which the Raffiñans made answer, claiming absolute title to
the property in dispute and pleading that plaintiffs lost their right
of redemption because they failed to exercise it within the statutory
period.
The court of first instance found the deed of sale to be an
equitable mortgage, and declared the plaintiffs Conejero entitled to
redeem Enrique’s half interest for P34,000. Upon appeal by the
defendants, the Court of Appeals reversed the decision of the court of
first instance, found that the deed in favor of the Raffiñans was a
true sale, and declared as follows:
“The pertinent provision of the law reads:
‘The
right of legal pre-emption 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’ (Art. 1623).
Appellants
claim—appellees denying—that a written notice of the sale had been sent
to the latter. We will concede that the evidence does not sufficiently
show that a written notice was in fact given to the appellees; but this
point is not decisive for the reason that ultimately, according to
appellees themselves, they came to know of the sale on August 19, 1952,
on which date they immediately made an offer to redeem the property.
Appellees argue that their offer to redeem the property on the first
day they came to know of the sale on August 19, 1952, and subsequently
on September 7 and 8, 1952, has preserved their right of legal
redemption as the 30-day period provided for by law had not lapsed. On
the other hand, the appellants claim that as early as April 3, 1951,
the date of the absolute sale of the property by Enrique Torres in
favor of the Raffiñans, the appellees already know of the sale, so that
when the offer to redeem was made on August 19, 1952, the 30-day period
provided by law had already lapsed. Taken together, all the
circumstances we find in the case indeed will guide us into forming the
conclusion that while appellees might not have received a written
notice they could not have failed to have actual and personal knowledge
of the sale much earlier than August 19, 1952. But in view of our
opinion directed at another phase of the question involved, we will not
rule on their respective claims as to whether or not there was notice
within the 30-day period. To us, this point is inconsequential.Under
the circumstances, what is more substantial and decisive is—was there a
valid and effective offer to redeem. The law grants unto the co-owner
of a property the right of redemption. But in so granting that right,
the law intended that the offer must be valid and effective,
accompanied by an actual tender of an acceptable redemption price. In
the case at bar, the evidence shows that the appellees had offered only
P10,000.00 in check with which to redeem the property with a promise to
pay the balance by means of a loan which they would apply for and
obtain from the bank. We hold that the offer was not in pursuance of a
legal and effective exercise of the right of redemption as contemplated
by law; hence, refusal of the offer on the part of the appellants is
justified. The conditions precedent for the valid exercise of the right
do not exist.”
We are now asked by petitioners Conejero to reverse and set aside
the foregoing decision of the Court of Appeals, on the basis of two
propositions advanced by them, to wit: (a) that, no written
notice of the sale to the Raffiñans having been given by Enrique Torres
to his sister and co-owner, Paz T. de Conejero, the latter’s right to
exercise legal redemption has not expired, in fact, it has not even
started to run; and (b) that in legal redemption no tender of
the redemption price is required, mere demand to allow redemption being
sufficient to preserve the redemptioner’s right.
With regard to the written notice, we agree with petitioners that
such notice is indispensable, and that, in view of the terms in which
Article 1623 of the Philippine Civil Code is couched, mere knowledge of
the sale, acquired in some other manner by the redemptioner, does not
satisfy the statute. The written notice was obviously exacted by the
Code to remove all uncertainty as to the sale, its terms and its
validity, and to quiet any doubts that the alienation is not
definitive. The statute not having provided for any alternative, the
method of notification prescribed remains exclusive.
Upon the other hand, Article 1623 does not prescribe any particular
form of notice, nor any distinctive method for notifying the
redemptioner. So long, therefore, as the latter is informed in writing
of the sale and the particulars thereof, the 30 days for redemption
start running, and the redemptioner has no real cause to complain. In
the case at bar, the redemptioners (now petitioners) admit that on
August 19, 1952 the co-owner-vendor, Enrique Torres, showed and gave
Enrique Conejero (who was acting for and on behalf of his wife, Paz
Torres) a copy of the 1951 deed of sale in favor of respondents
Raffiñans. The furnishing of this copy was equivalent to the giving of
written notice required by law: it came from the vendor and made
available in writing the details and finality of the sale. In
fact, as argued for the respondents at bar, it served all the purposes
of the written notice, in a more authentic manner than any other
writing could have done. As a necessary consequence, the 30-day period
for the legal redemption by co-owner Paz Torres (retracto de comuneros) began to run its course from and after August 19, 1952, ending on September 18, of the same year.
The next query is: did petitioners effectuate all the steps required
for the redemption? We agree with the Court of Appeals that they did
not, for they failed to make a valid tender of the price of the sale
paid by the Raffiñans within the period fixed by law. Conejero merely
offered a check for P10,000, which was not even legal tender and which
the Raffiñans rejected, in lieu of the price of P28,000 recited by the
deed of sale. The factual finding of the Court of Appeals to this
effect is final and conclusive. Nor were the vendees obligated to
accept Conejero’s promise to pay the balance by means of a loan to be
obtained in futuro from a bank. Bona fide redemption
necessarily imports a seasonable and valid tender of the entire
repurchase price, and this was not done. There is no cogent reason for
requiring the vendee to accept payment by installments from a
redemptioner, as it would ultimately result in an indefinite extension
of the 30-day redemption period, when the purpose of the law in fixing
a short and definite term is clearly to avoid prolonged and
anti-economic uncertainty as to ownership of the thing sold (cf.
Torrijos vs. Crisologo, et al., G. R. No. L-1773, Sept. 29, 1962).
Petitioners Conejero urge that, under the provisions of the Civil
Code of the Philippines, a valid tender of the redemption (or
repurchase) price is not required, citing De la Cruz vs. Marcelino, 84 Phil. 709, and Torio vs.
Rosario, 93 Phil. 800. Close scrutiny of these cases reveals that the
Supreme Court held therein that a judicial demand, by action filed within the redemption period and accompanied by consignation
in Court of the redemption price, can take the place of a personal
tender to the vendee of the redemption money under the Civil Code of
1889, because the nine-day redemption period allowed thereunder was so
short as to render it impractical that in every case the redemptioner
should be required to seek out and offer the redemption price
personally to the buyer. Under the present Civil Code, the urgency is
greatly lessened by the prolongation of the repurchase period to 30
days, instead of the 9 previously allowed; and the petitioners herein
have neither filed suit within the 30-day redemption period nor made
consignation of the price. While they received copy of the deed of sale
on August 19, 1952, complaint was only filed on October 4, 1952.
It is, likewise, argued that tender of the price is excused because
Article 1620 of the new Civil Code allows the redemptioner to pay only
a reasonable price if the price of alienation is grossly excessive, and
that the reasonableness of the price to be paid can only be determined
by the courts. We think that the right of a redemptioner to pay a
reasonable price under Article 1620 does not excuse him from the duty
to make proper tender of the price that can be honestly deemed
reasonable under the circumstances, without prejudice to final
arbitration by the courts; nor does it authorize said redemptioner to
demand that the vendee accept payment by installments, as petitioners
have sought to do. At any rate, the petitioners, in making their offer
to redeem, never contested the reasonableness of the price recited in
the deed of sale. In fact, they even offered more, and were willing to
pay as much as P34,000.
It is not difficult to discern why the redemption price should
either be fully offered in legal tender or else validly consigned in
court. Only by such means can the buyer become certain that the offer
to redeem is one made seriously and in good faith. A buyer can not be
expected to entertain an offer of redemption without attendant evidence
that the redemptioner can, and is willing to, accomplish the repurchase
immediately. A different rule would leave the buyer open to harassment
by speculators or crackpots, as well as to unnecessary prolongation of
the redemption period, contrary to the policy of the law. While
consignation of the tendered price is not always necessary because
legal redemption is not made to discharge a pre-existing debt (Asturias
Sugar Central versus Cane Molasses Co., 60 Phil. 253), a
valid tender is indispensable, for the reasons already stated. Of
course, consignation of the price would remove all controversy as to
the petitioner’s ability to pay at the proper time.
We find no substantial error in the decision appealed from, and the
same is hereby affirmed. Petitioners Conejero shall pay the costs.
Bengzon, C.J., Bautista Angelo, Concepcion, Barrera, Dizon, Regala, Makalintal, Bengzon, J.P., Zaldivar, and Sanchez, JJ., concur.
[1] Par. 7 of the Conejero’s amended complaint in the Court of First Instance avers that Torres gave Conejero his copy (not notarized) of the deed of sale (Rec. App. in C.A., annexed to petition for review, p. 69).
RESOLUTION
June 30, 1966
REYES, J. B. L., J.:
Petitioners, Paz Torres and Enrique Conejero, by motion of June 4, 1966, have asked this Court to reconsider and set aside its decision of April 29, 1966, upon various grounds.
1. It is argued that this Court committed error in that it “Considered the 30-day period provided for in Article 1623 of the new Civil Code” as a period of prescription. This assertion is gratuitous and unfounded. Nowhere in its decision has this Court expressed or implied that the loss of petitioners’ right of redemption was due to the bar of the Statute of Limitations, or that it was a result of their failure to commence action within the 30-day period. If in page 7 of the main decision reference was made to petitioners’ failure to file it was merely to show that, unlike in the cases cited by them (Cruz vs. Marcelino, 84 Phil. 709; Torio vs. Rosario, 93 Phil. 800), they had failed to take the action therein considered as equivalent to the timely tender of the entire redemption price. This is readily apparent from a reading of paragraph 2 in said page 7 of the decision.
What was repeatedly asserted and ruled in our main decision is that the petitioners’ right of redemption was lost because they failed to make a valid tender of the entire redemption money within the period allotted by law; hence, the invoked doctrine in Sempio vs. del Rosario, 44 Phil. 1, while correct law, is totally inapplicable. A decent regard for the Court on the part of counsel requires that the latter should not attempt to distort this Court’s rulings.
2. While the co-owner’s right of legal redemption (retracto legal de comuneros) is a substantive right, it is exceptional in nature, limited in its duration and subject to strict compliance with the legal requirements. One of these is that the redemptioner should tender payment of the redemption money within 30 days from written notice of the sale by the co-owner’s, and, as we have ruled, the buyer of the co-owner’s share can not be compelled, nor is he obligated, to accept payment in installments. Otherwise, the 30-day limitation fixed by law for the exercise of the right to redeem would nullified, or be indefinitely evaded. If a partial payment can bind the purchaser, by what rule can the payment of the balance be determined?
3. Whether or not the petitioners exercised diligence in asserting their willingness to pay is irrelevant. Redemption by the co-owners of the vendor within 30 days is not a matter of intent; but is effectuated only by payment, or valid tender, of the price within said period. How the redemptioners raise the money is immaterial; timeliness and completeness of payment or tender are the things that matter.
4. The offer of the redemption price is not bona fide where it is shown that the offeror could not have made payment in due time if the offer had been accepted. Note that the co-owner’s right to redeem, being granted by law, is binding on the purchaser of the undivided share by operation of law, and the latter’s consent or acceptance is not required for the existence of the right of redemption. The only matter to be investigated by the courts, therefore, is the timely of the right, and the only way to exercise it is by a valid payment or tender within the 30 days prefixed by the Civil Code.
Wherefore the motion for reconsideration is denied.
Concepcion, C. J. Barrera, Dizon, Regala, Makalintal, Bengzon, J. P., Zaldivar and Sanchez, JJ., concur