LEODEGARIO AZARRAGA, PLAINTIFF AND APPELLEE, VS. MARIA GAY, DEFENDANT AND APPELLANT.

By a public document Exhibit A, dated January 17, 1921, the
plaintiff sold two parcels of land to the defendant for the lump sum of P47,000,
payable in installments.

The conditions of the payment were: P5,000 at the time of
signing the contract Exhibit A; P20,000 upon delivery by the vendor to the
purchaser of the Torrens title to the first parcel described in the deed of
sale, P10,000 upon delivery by the vendor to the purchaser of Torrens title to
the second parcel; and lastly the sum of P12,000 one year after the delivery of
the Torrens title to the second parcel.

The vendee paid P5,000 to the vendor when the contract was
signed. The vendor delivered the Torrens title to the first parcel to the vendee
who, pursuant to the agreement, paid him P20,000. In the month of March 1921,
Torrens title to the second parcel was issued and forthwith delivered by the
vendor to the vendee who, however, failed to pay the P10,000 da agreed, neither
did she pay the remaining Pl2,000 one year after having received the Torrens
title to the second parcel.

The plaintiff here claims the sum of P22,000, with legal
interest from the month of April 1921 on the sum of P10,000, and from April 1922
on the sum of P12,000, until full payment of the amounts claimed.

The defendant admits that she purchased the two parcels of land
referred to by the plaintiff, by virtue of the deed of sale Exhibit A, but
alleges in defense: (a) That the plaintiff knowing that the second parcel of
land he sold had an area of 60 hectares, by misrepresentation lead the defendant
to believe that said second parcel contained 98 hectares, and thus made it
appear in the deed of sale and induced the vendee to bind herself to pay the
price of P47,000 for the two parcels of land, which he represented contained an
area of no less than 200 hectares, to which price the defendant would not have
bound herself had she known that the real area of the second parcel was 60
hectares, and, consequently, she is entitled to a reduction in the price of the
two parcels in proportion to the area lacking, that is, that the price be
reduced to P38,000; (b) that the defendant, in addition to the amounts
acknowledged by the plaintiff, had paid other sums amounting to P4,000; and (c)
that the defendant never refused to pay the justly reduced price, but the
plaintiff refused to receive the just amount of the debt.

And by way of cross-complaint, the defendant prays that she be
indemnified in the sum of P15,000 for damages sustained by her by reason of the
malicious filing of the instant complaint.

The plaintiff, replying to the amended answer, alleges that the
contract of sale in question was made only for the lump sum of P47,000, and not
at the rate of so much per hectare, and that the defendant’s claim for alleged
damages has prescribed.

The lower court, having minutely analyzed the evidence adduced
by the parties held that neither the plaintiff nor the defendant gave any
importance to the area of the land in consenting to the contract in question,
and that there having been no fraud when the parties agreed to the lump sum for
the two parcels of land described in the deed Exhibit A, following article 1471
of the Civil Code, ordered the defendant to pay the plaintiff the sum of P19,300
with legal interest at 8 per cent per annum from April 30, 1921 on the sum of
P7,300, and from April 30, 1922, on the sum of P12,000. And finally dismissed
the defendant’s cross-complaint, without special pronouncement as to costs.

A motion for a new trial having been denied, this case was
brought up to this court through the proper bill of exceptions.

The appellant alleges that the trial court erred in not
considering that the plaintiff induced the defendant by deceit, to pay him the
stipulated price for the two parcels he sold, stating falsely in the deed of
sale that the second of said parcels had an area of 98 hectares when he knew
that in reality it only had about 60 hectares more or less, or at least, if such
deceit was not practised that there was a mistake on the part of Maria Gay in
believing that said second parcel contained 98 hectares.

As a question of fact the trial court found from the evidence
adduced by the parties, that the plaintiff had not practised any deception in
agreeing with the defendant upon the sale of the two parcels of land described
in Exhibit A. We concur with the trial court in this conclusion. It appears of
record that before the execution of the contract Exhibit A, the defendant went
over the plaintiffs land and made her own calculations as to the area of said
two parcels. But this is not all. The plaintiff delivered to the defendant the
documents covering the land he was trying to sell. As to the first parcel there
is no question whatever and the defendant’s contention is limited solely to the
actual area of the second parcel. The defendant had document Exhibit 4 in her
possession which is the deed by which the plaintiff acquired the land from the
original owner, Crispulo Beramo, in which document it appears that the area of
the second parcel is about 70 hectares. It was the defendant who intrusted the
drawing of the deed of sale Exhibit A to her attorney and notary, Hontiveros,
and it is to be presumed that both she and the lawyer who drew the document
Exhibit A, had read the contents of the document Exhibit 4. The plaintiff
declares that he signed the document between 5 and 7 in the afternoon of that
day and he did not pay any attention to the area of the second parcel, probably
in the belief that in the drawing of the document the data concerning the area
of the land had been taken from the said Exhibit 4. The defendant testified that
she received from the plaintiff a note or piece of paper containing the data to
be inserted in the contract Exhibit A. The plaintiff denies this and said note
or piece of paper was not presented at the trial. We are of opinion that this
testimony of the defendant’s is unimportant, because, in reality, if the
plaintiff had delivered Exhibit 4 to the defendant, there was no need to deliver
to her another note to indicate the area of the second parcel which already
appeared in the said Exhibit 4.

If, notwithstanding the fact that it appeared in Exhibit 4 that
the area of the second parcel was, approximately, 70 hectares, the defendant,
however, stated in said document Exhibit A that said second parcel contained 98
hectares as was admitted by him in his interviews with the plaintiff in the
months of April and June, 1924, then she has no right to claim from the
plaintiff the shortage in area of the second parcel. Furthermore, there is no
evidence of record that the plaintiff made false representation to the defendant
as to the area of said second parcel, and even if he did make such false
representations as are now imputed to him by the defendant, the latter accepted
such representations at her own risk and she is the only one responsible for the
consequences of her inexcusable credulousness. In the case of Songco vs. Sellner
(37 Phil., 254), the court said:

“The law allows considerable latitude to seller’s statements,
or dealer’s talk; and experience teaches that it is exceedingly risky to accept
it at its face value.

“Assertions concerning the property which is the subject of a
contract of sale, or in regard to its qualities and characteristics, are the
usual and ordinary means used by sellers to obtain a high price and are always
understood as affording to buyers no ground for omitting to make inquiries. A
man who relies upon such an affirmation made by a person whose interest might so
readily prompt him to exaggerate the value of his property does so at his peril,
and must take the consequences of his own imprudence.”

The defendant had ample opportunity to appraise herself of the
condition of the land which she purchased, and the plaintiff did nothing to
prevent her from making such investigation as she deemed fit, and, as was said
in Songco vs. Sellner, supra, when the purchaser proceeds to make investigations
by himself, and the vendor does nothing to prevent such investigation from being
as complete as the former might wish, the purchaser cannot later allege that the
vendor made false representations to him. (National Cash Register Co. vs.
Townsend, 137 N. C., 652; 70 L. R. A., 349; Williamson vs. Holt, 147 N. C., 515.)
The same doctrine has been sustained by the courts; of the United States in the
following cases, among others: “Misrepresentations by a vendor of real property
with reference to its area are not actionable, where a correct description of
the property was given in the deed and recorded chain of title, which the
purchaser’s agent undertook to investigate and report upon, and the vendor made
no effort to prevent a full investigation,” (Shappirio vs. Goldberg, 48 Law.
ed., 419.) “One who contracts for the purchase of real estate in reliance on the
representations and statements of the vendor as to its character and value, but
after he has visited and examined it for himself, and has had the means and
opportunity of verifying such statements, cannot avoid the contract on the
ground that they were false or exaggerated,” (Brown vs. Smith, 109 Fed.,
26.)

That the defendant knew that the area of the second parcel was
only about 70 hectares is shown by the fact that she received the document
Exhibit 4 before the execution of the contract Exhibit A, as also Exhibit E-3 on
September 30, 1920; which is the notification of the day for the trial of the
application for registration of said parcel, wherein it appears that it had an
area of 60 hectares more or less, and by the fact that she received from the
plaintiff in the month of June 1924 the copy of the plans of the two parcels,
wherein appear their respective areas; and yet, in spite of all this, she did
not complain of the difference in the area of said second parcel until the year
1926. Moreover, the record contains several of the defendant’s letters to the
plaintiff in the years 1921 to 1925, in which said defendant acknowledges her
debt, and confining herself to petitioning for extensions of time within which
to make payment for the reasons given therein. But in none of these letters is
there any allusion to such lack of area, nor did she complain to the plaintiff
of the supposed deceit of which she believes she is a victim. All of which, in
our opinion, shows that no such deceit was practised, as the trial court rightly
found.

As to the alleged error to the effect that the trial court
failed to order the reduction from the price due on the second parcel as stated
in the contract of sale Exhibit A, the proportional price of the area lacking,
we are of the opinion that said error has no legal ground.

It appears that by the contract Exhibit A, the parties agreed
to the sale of two parcels of land, the first one containing 102 hectares, 67
ares and 32 centares, and the second one containing about 98 hectares, for the
lump sum of P47,000 payable partly in cash and partly in installments. Said two
parcels are defined by means of the boundaries given in the instrument.
Therefore, the case falls within the provision of article 1471 of the Civil
Code, which reads as follows:

“ART. 1471. In case of the sale of real estate for a lump sum
and not at the rate of a specified price for each unit of measure, there shall
be no increase or decrease of the price even if the area be found to be more or
less than that stated in the contract.

“The same rule shall apply when two or more estates are sold
for a single price; but, if in addition to a statement of the boundaries, which
is indispensable in every conveyance of real estate, the area of the estate
should be designated in the contract, the vendor shall be obliged to deliver all
that is included within such boundaries, even should it exceed the area
specified in the contract; and should he not be able to do so, he shall suffer a
reduction of the price in proportion to what is lacking of the area, unless the
contract be annulled by reason of the vendee’s refusal to accept anything other
than that which was stipulated.”

The plaintiff contends that, in accordance with the first
paragraph of this article, the defendant has no right to ask for the reduction
of the price, whatever may be the area of the two parcels of land sold to her.
On the other hand, the defendant contends that, according to paragraph 2 of the
same article of the Civil Code, she has a right to ask for a reduction of the
price due on the second parcel, in proportion to the area lacking.

In his comments on the article cited, Manresa says, among other
things:

“* * * If the sale was made for a price per unit of measure or
number, the consideration of the contract with respect to the vendee, is the
number of such units, or, if you wish, the thing purchased as determined by the
stipulated number of units. But if, on the other hand, the sale was made for a
lump sum, the consideration of the contract is the object sold, independently of
its number or measure, the thing as determined by the stipulated boundaries,
which has been called in law a determinate object.

“This difference in consideration between the two cases implies
a distinct regulation of the obligation to deliver the object, because, for an
acquittance delivery must be made in accordance with the agreement of the
parties, and the performance of the agreement must show the confirmation, in
fact, of the consideration which induces each of the parties to enter into the
contract.

“From all this, it follows that the provisions of article 1471
concerning the delivery of determinate objects had to be materially different
from those governing the delivery of things sold for a price per unit of measure
or number. Let us examine it, and for the sake of greater clearness, let us
expound it as we understand it.

“With respect to the delivery of determinate objects two cases
may arise, either the determinate object is delivered as stipulated, that is,
delivering everything included within the boundaries, inasmuch as it is the
entirety thereof that distinguishes the determinate object; or that such
entirety is impaired in the delivery by failing to deliver to the purchaser
something included within the boundaries. These are the two cases for which the
Code has provided although, in our opinion, it has not been sufficiently
explicit in expressing the distinction; hence, at first sight, the article seems
somewhat difficult to understand.

“The first paragraph and the first clause of the second
paragraph of article 1471 deal with the first of said cases; that is where
everything included within the boundaries as set forth in the contract has been
delivered. The Code goes on to consider the case where a definite area or number
has been expressed in the contract, and enunciates the rule to be followed when,
after delivery, the area included within said boundaries is found not to
coincide with the aforesaid content or number. Said rule may be thus stated:
Whether or not the object of sale be one realty for a lump sum, or two or more
for a single price also a lump sum, and, consequently, not for so much per unit
of measure or number, there shall be no increase or decrease in the price even
if the area be found to be more or less than that stated in the contract.

“Thus understood the reason for the regulation is clear and no
doubts can arise from its application. It is concerned with determinate objects.
The consideration of the contract, and the thing to be delivered is a
determinate object, and not the number of units it contains. The price is
determined with relation to it; hence, its greater or lesser area cannot
influence the increase or decrease of the price agreed upon. We have just
learned the reason for the regulation, bearing in mind that the Code has rightly
considered an object as determinate for the purposes now treated, when it is a
single realty as when it is two or more, so long as they are sold for a single
price constituting a lump sum and not for a specified amount per unit of measure
or number.

“We have stated that the second possible case in the delivery
of determinate objects is that in which, on account of circumstances of diverse
possible origins, everything included within the boundaries is not delivered.

“We have indicated about that where everything included within
the boundaries is delivered there can be no increase or decrease in price, no
matter whether the area be more or less than that given in the contract. From
this a very important consequence follows, to wit: That if the vendor is bound
to deliver a determinate object, he is bound to deliver all of it, that is,
everything within its boundaries, even though these contain a greater area than
that stated in the contract, and that from the moment he fails to do so, either
because he cannot, or because, ignoring the meaning of the contract, he alleges
that it contains a greater area than that stipulated, the contract is partially
unfulfilled and it is but just that certain actions be available to the vendee
for the protection of his right.

“The rule in the latter case is found in the second paragraph
of article 1471, with the exception of the first clause which refers to the
former hypothesis. This rule may be stated as follows: Whether or not the object
of the sale be one realty for a lump sum, or two or more for a single price also
a lump sum, and, consequently not at the rate of a specified price for each unit
of measure or number, the vendor shall be bound to deliver everything that is
included within the boundaries stated, although it may exceed the area or number
expressed in the contract; in case he cannot deliver it, the purchaser shall
have the right either to reduce the price proportionately to what is lacking of
the area or number, or to rescind the contract at his option.

“Comprehending the meaning of a sale of a determinate object,
it is easily understood how, in cases wherein by virtue of the rule enunciated,
the vendor has to deliver a greater area than that expressed in the contract,
there is, strictly speaking, no excess of area, inasmuch as one may always
properly ask, excess with respect to what?. With respect to the area appearing
in the deed, it will be answered. But as this area was not taken into account in
entering into the contract inasmuch as the parties made neither the amount of
the price, nor the efficacy of the contract to depend on the number of its
units; since that area was written in to fulfill a formal requisite demanded by
the present rules upon the drawing of public instruments, but not as a condition
essential to the contract, which, if it were not true, would not be consummated,
it results in the long run, that this detail of the written recital, with
respect to which the excess is to be estimated, is so negligible, so
inconsistent, so haphazard, and in the vast majority of cases so wide of the
mark, that it is impossible to calculate the excess; and considering the nature
of a contract of sale of a definite object, it cannot be strictly held that
there is any excess at all.

“If everything within the stipulated boundaries is not
delivered, then the determinate object which was the consideration of the
contract for the vendee, is not delivered; hence his power to nullify it.
However, it might be (and this he alone can say), that although he has not
received the object, according to the stipulated terms, it suits him; hence his
power to carry the contract into effect with the just decrease in price referred
to in the article under comment.

“The manner in which the matter covered by this article was
distributed in its two paragraphs contributes to making it difficult to
understand. The rule might have been clearly stated had the first clause of the
second paragraph been included in the first paragraph, the latter to end with
the words: ‘The same rule shall apply when two or more estates are sold for a
single price,’ And if by constituting an independent paragraph, with the rest of
the second paragraph, it were made to appear more expressly that the rule of the
second paragraph thus drawn referred to all the cases of paragraph one, as we
have expounded, namely, to the case of a sale of one single estate and that of
two or more for one single price, the rule would have been clearer.

“In our opinion, this would have better answered what we deem
to be the indubitable intention of the legislator.

“Some eminent commentators construe the last part of article
1471 in a different way. To them the phrase and should he not be able to do so”
as applied to the vendor, does not mean as apparently it does ‘should he not be
able to deliver all that is included within the boundaries stated,’ but this
other thing, namely, that if by reason of the fact that a less area is included
within the boundaries than that expressed in the contract, it is not possible
for the vendor to comply therewith according to its literal sense, he must
suffer either the effects of the nullity of the contract or a reduction of the
price proportionately to what may be lacking of the area or number. It is added
as a ground for this solution that if the vendor fulfills the obligation, as
stated in the article, by delivering what is not included within the boundaries,
there can never be any case of proportionate reduction of the price on account
of shortage of area, because he does not give less who delivers all that he
bound himself to.

“According to this opinion, which we believe erroneous, if
within the boundaries of the property sold, there is included more area than
that expressed in the title deeds, nothing can be claimed by the vendor who
loses the value of that excess, but if there is less area, then he loses also
because either the price is reduced or the contract is annulled. This theory
would be anomalous in case of sale of properties in bulk, but, especially, would
work a gross injustice which the legislator never intended.

“There is no such thing. So long as the vendor can deliver, and
for that reason, delivers all the land included within the boundaries assigned
to the property, there can be no claim whatsoever either on his part, although
the area may be found to be much greater than what was expressed, nor on the
part of the purchaser although that area may be in reality much smaller. But as
he sold everything within the boundaries and this is all the purchaser has paid,
or must pay for whether much or little, if afterwards it is found that he cannot
deliver all, because, for instance, a part, a building, a valley, various pieces
of land, a glen, etc., are not his, there is no sale of a determinate object,
there is no longer a sale of the object agreed upon, and the solution given by
the article is then just and logical: Either the contract is annulled or the
price is reduced proportionately.”

We have quoted from Manresa’s Commentaries at length for a
better understanding of the doctrine on the matter, inasmuch as the contending
counsel have inserted in their respective briefs only such portions of said
commentaries as relate to their respective contentions.

It may be seen from a careful reading of the commentaries on
said article 1471, that the great author distinguishes between the two cases
dealt with in article 1471, and formulates the proper rules for each. In the
delivery of a determinate object, says the author, two cases may arise: either
the determinate object is delivered as stipulated, that is, delivering
everything included within the boundaries, inasmuch as it is the entirety
thereof that distinguishes the determinate object; or that such entirety is
impaired in the delivery by failing to deliver to the purchaser something
included within the boundaries. For the first case, Manresa gives the following
rule: “Whether or not the object of the sale be one realty for a lump sum, or
two or” more for a single price also a lump sum, and, consequently, not for so
much per unit of measure or number, there shall be no increase or decrease in
the price even if the area be found to be more or less than that stated in the
contract.” And for the second case, this other: “Whether or not the object of
the sale be one realty for a lump sum, or two or more for a single price also a
lump sum, and, consequently, not at the rate of a specified price for each unit
of measure or number, the vendor shall be bound to deliver everything that is
included within the boundaries stated, although it may exceed the area or number
expressed in the contract; in case he cannot deliver it, the purchaser shall
have the right either to reduce the price proportionately to what is lacking of
the area or number, or to rescind the contract, at his option.”

Considering the facts of the present controversy, it seems
clear to us that the rule formulated for the second paragraph of article 1471 is
inapplicable in the instant case inasmuch as all the land included within the
boundaries of the two parcels sold has been delivered in its entirety to the
vendee. There is no division of the land enclosed within the boundaries of the
properties sold; the determinate object which is the subject matter of the
contract has been delivered by the vendor in its entirety as he obligated
himself to do. Therefore, there is no right to complain either on the part of
the vendor, even if there be a greater area than that stated in the deed, or on
the part of the vendee, though the area of the second parcel be really much
smaller. (Irureta Goyena vs. Tambunting, 1 Phil., 490.)

With regard to the damages prayed for by the defendant, the
lower court finally dismissed the cross-complaint without special pronouncement
as to costs. And according to the decision of the Supreme Court of Spain of
1897, a judgment absolving a party from a claim of damages against him, who has
not contravened his obligations, does not violate articles 1101 and 1108 of the
Civil Code.

With respect to the question of interest, the lower court
likewise held that, as the defendant had not paid the sum of P7,300 on April
30, 1921, when the plaintiff had delivered the certificate of title, she was in
default from that date and also from the date of one year thereafter, with
respect to the sum of P12,000, constituting the last period of the obligation.
We are of the opinion that the lower court has committed no error which should
be corrected by this court.

The judgment appealed from being in accordance with the law, it
should be as it is hereby, affirmed, with costs against the appellant. So
ordered.

Avanceña, C. J., Johnson, Street, Ostrand, Johns, Romualdez,
and Villa-Real, JJ., concur.