MARIA P. VDA. DE JOMOC, ET AL., PETITIONERS, VS. THE COURT OF APPEALS, REGIONAL TRIAL COURT OF MISAMIS ORIENTAL, 10TH JUDICIAL REGION, BR. 25, RESPONDENTS.

The main issue raised in these consolidated petitions is whether
or not private respondent Maura So abandoned or backed
out from the agreement for the purchase of a lot belonging to the heirs of Pantaleon Jomoc, so that the
subsequent sale to petitioner spouses Lim is null and void.

The subject lot in Cagayan de Oro City forms part of the estate of the late Pantaleon Jomoc.  Because it was fictitiously
sold and transferred to third persons, petitioner Maria P. Vda.
Jomoc, as administratrix of
the estate and in behalf of all the heirs, filed suit to recover the property
before the trial court of Misamis Oriental in Civil
Case No. 4750.  Mariano So, the last of the transferees and the husband of Maria So, intervened.  The case was decided in favor of Jomoc and was accordingly appealed by Mariano So and one Gaw Sur
Cheng to the Court of Appeals.  In February
1979, pending the appeal, Jomoc executed a Deed of
Extrajudicial Settlement and Sale of Land (Exhibit “A”) with private
respondent for P300,000.00.  The document
was not yet signed by all the parties nor notarized but in the meantime, Maura
So had made partial payments amounting to P49,000.00.

In 1983, Mariano So, the appellant in the recovery proceeding,
agreed to settle the case by executing a Deed of Reconveyance
of the land in favor of the heirs of Pantaleon Jomoc.  The reconveyance was in compliance with the decision in the
recovery case and resulted in the dismissal of his appeal.  On February
28, 1983, the heirs of Jomoc executed another extra-judicial settlement with
absolute sale in favor of intervenors Lim Leong Kang and Lim Pue King.  Later, Maura So
demanded from the Jomoc family the execution of a
final deed of conveyance.  They ignored
the demand.

Thus, private respondent Maria So sued
petitioners-heirs for specific performance to compel them to execute and
deliver the proper registrable deed of sale over the
lot.  The case was docketed as Civil Case
No. 8983.  So then
filed a notice of lis pendens
with the Register of Deeds on February 28, 1983.  It was on the same date, February 28, 1983,
allegedly upon the Jomocs‘ belief that Maura So had backed
out from the transaction, that the Jomocs executed
the other extrajudicial settlement with sale of registered land in favor of the
spouses Lim for a consideration of P200,000.00 part of
which amount was allegedly intended to be returned to Maura So as
reimbursement.  The spouses Lim, however,
registered their settlement and sale only
on April 27, 1983.

The Jomocs as defendants, and the
spouses Lim as intervenors alleged that complainant
Maura So backed out as evidenced by an oral testimony
that she did so in a conference
with the Jomocs‘ lawyers where she expressed
frustration in evicting squatters who demanded large sums as a condition for vacating.  They alleged the lack of signatures of four
of the heirs of Jomoc and Maura So
herself as well as the lack of notarization.

The lower court, finding that there was no sufficient evidence to
show complainant-respondents’ withdrawal from the sale, concluded that:  (1) the case is one of double sale; (2) the
spouses-intervenors are registrants in bad faith who registered their
questioned deed of sale long after the
notice of lis pendens
of Civil Case No. 8983 was recorded.

On appeal, the trial
court decision was affirmed except for the award of moral and exemplary damages
and attorney’s fees and expenses for litigation.  Hence, these petitions.

The petitioners’ allegation that the contract of sale by Maria P.
Jomoc with private respondent is unenforceable under
the Statute of Frauds, is without merit.  The petitioners-heirs, in their brief before
the appellate court, admitted that the extrajudicial settlement with sale in
favor of Maura So is valid and enforceable under the
Statute of Frauds.

Of importance to the Court is the fact that the petitioners do not deny the existence
of Exhibit “A”, including its terms and contents, notwithstanding the
incompleteness in form.  The meeting of
the minds and the delivery of sums as partial payment is clear and this is
admitted by both parties to the agreement. 
Hence, there was already a valid and existing contract, not merely
perfected as the trial court saw it, but partly executed.  It is of no moment whether or not it is enforceable under the Statute of
Frauds, which rule we do not find to be applicable
because of partial payment of the vendee’s obligation and its acceptance by the
vendors-heirs.  The contract of sale of
real property even if not complete in form, so long as the essential requisites
of consent of the contracting parties, object, and cause of the obligation
concur and they were clearly established to be present, is valid and effective
as between the parties.  Under Article
1357 of the Civil Code, its enforceability is recognized as each contracting
party is granted the right to compel the other to execute the proper public
instrument so that the valid
contract of sale of registered land can be duly registered and can bind third
persons.  The complainant-respondent
correctly exercised such right simultaneously with a prayer for the enforcement
of the contract in one complaint.

The Court finds no cogent reason to reverse the
factual finding of the Regional Trial Court and the Court of Appeals that
private respondent did not subsequently abandon her intention of purchasing the
subject lot.

The facts reveal an agreement between the contracting parties to
Exhibit “A” to the effect that “the consideration of P300,000.00
or whatever balance remains after deducting the advanced payments thereon,
shall be paid upon the termination of (Mariano So’s)
appeal in the case involving the property in question.” (G.R. No. 92871, Rollo, p. 123) The finding is supported by substantial
evidence.  As reasoned by both courts,
even if the sums paid by Maura So were allegedly intended to expedite the
dismissal of the appeal of Mariano So, such payment only indicates interest in
acquiring the subject lot.  In addition,
the claim by the defendants-petitioners
that the payments were for the
gathering of the several heirs from far places to sign Exhibit “A”
confirms respondent Maura So’s
continuing interest.  The terms of
Exhibit “A” and the actual intention of the parties are clear and no
reform requiring parole evidence is being sought to elucidate the intention
further.  The oral evidence offered by
defendants-petitioners to show a subsequent refusal to proceed with the sale
cannot be considered to reverse the express intention in the contract.  Moreover, the two
courts below had definite findings on this factual issue and we see no reason
to reject and reverse their conclusion.

The petitioners contend
that the trial court and the appellate court erred in declaring as void the subsequent deed of extrajudicial settlement with
spouses Lim since specific performance and not annulment
of contract due to existence of double sale, was the
thrust of the complaint.  This argument
is untenable.  The issue of double sale
had to be resolved to determine whether or not complainant Maura So was entitled to the reliefs
prayed for.  There was no hard evidence
to show that the vinculum or contractual relation between petitioners-heirs and Maura So had
been cut-off.  Yet, petitioners-heirs
sold the same lot to spouses Lim.  The
case therefore requires us to discern who has the better right to the property.

Article 1544 of the Civil Code provides:

xxx
                           xxx                               xxx

Should it be immovable
property, the ownership shall belong to the person acquiring it who in good
faith first recorded it in the Registry of Property.”

xxx                            xxx                               xxx

In view of this provision, the two courts below correctly ruled
that the spouses Lim do not have a better right.  They purchased the land with full knowledge
of a previous sale to private respondent and without requiring from the
vendors-heirs any proof of the prior vendee’s revocation of her purchase.  They should have exercised extra caution in their
purchase especially if at the time of the sale, the
land was still covered by TCT No. 19648 bearing the name of Mariano So and was
not yet registered in the name of petitioners-heirs of Pantaleon
Jomoc (Original Records, p. 80), although it had been
reconveyed to said heirs.  Not having done this, petitioners spouses Lim
cannot be said to be buyers in good faith. 
When they registered the sale on April 27, 1983 after having been
charged with notice of lis pendens annotated as early as February 28,
1983 (the same date of their purchase), they did so in bad faith or on the
belief that a registration may improve their position being subsequent buyers
of the same lot.  Under Article 1544,
mere registration is not enough to acquire new title.  Good faith must concur.  (Bergado v. Court
of Appeals, 173 SCRA 497 [1989]; Concepcion v. Court
of Appeals, G.R. No. 83208, February 6, 1991)

Considering the failure of the petitioners to show that the
findings of the two courts below are not supported by substantial evidence or
that their conclusions are contrary to law and jurisprudence, we find no reversible error in the questioned decision.

WHEREFORE, the petitions are hereby DISMISSED for lack of merit.  The decision of the Court of Appeals dated September
13, 1989 and its resolution dated April 2, 1990 are AFFIRMED.

SO ORDERED.

Fernan, C.J., (Chairman), Feliciano, Bidin, and Davide, Jr., concur.