Case Digest: Martin vs Boyero, 55 Phil 760

 Martin vs Boyero, 55 Phil 760

Subject: Obligations and Contracts

FACTS

Setting up rights derived from Pedro Zorrilla, of whom he is successor-in-interest, the plaintiff has brought this suit upon the ground that the sale price of the undivided two-fifths of the Espana Estate has become demandable because the defendant has violated the terms of said contract of sale, praying judgment for said price which amounts to P20,000, plus interest, costs, and any other proper, legal, and equitable remedy, including the rendering of an account of said estate.

In the deed of sale conveying two-fifths (2/5) of the Espana Estate to the plaintiff’s predecessor-in-interest, the following stipulation appears regarding the payment of the price of P20,000:

(a) As soon as Francisco Boyero has paid the amounts of his debt to the Hogar Filipino and Messrs. Hijos de I. de la Rama, or to any other person or entity to whom Mr. Boyero is in debt at present, or shall in future become indebted on account of the exploitation of the Espana Estate, Francisco Boyero shall pay to Pedro Zorrilla the amount of P20,000.

(b) Should the circumstances be such that Mr. Boyero deems it best to sell the Espana Estate or should the same be sold under a judgment, and after the payment of the debts which encumber said estate, there should be a balance less than P50,000, Pedro Zorrilla shall only be entitled to receive from Mr. Boyero a sum equal to 2/5 of said balance, deducting therefrom, however, such sums as Mr. Boyero may have paid to Mr. Zorrilla from this date until the voluntary or involuntary sale mentioned above;

(c) It is hereby agreed and stipulated by and between the parties that if on account of some mishap in exploiting the Espana Estate or for any other reason whatever Mr. Boyero should lose the estate, whether by attachment and judicial auction or otherwise, Mr. Zorrilla shall not be entitled to claim of Mr. Boyero either the total or any portion of the P20,000 mentioned heretofore, or any other amount." (Pp. 8 and 9, Bill of Exceptions.)

Counsel for the appellant contends that these conditions of the sale are void unless a term is fixed for the payment of the P20,000, which, according to said conditions is left entirely with the defendant, and that, at any rate, even supposing said conditions are valid, the obligation has become demandable from the time the contract of lease, was executed and the defendant prevented the fulfillment of the condition.

The defendant answered with a general denial of the allegations in the complaint, and a special defense that the action is premature and contrary to law, for the defendant had not violated the said contract of sale. The complaint is also alleged to be vague and ambiguous.

On October 22, 1929, after a thorough review of all the accounts required of the defendant, the Court of First Instance rendered judgment entered on February 26, 1930, absolving the defendant. The plaintiff has appealed from this judgment.

ISSUE

Whether or not the defendant Boyero violated the terms of contract of sale. 

RULING

No, defendant Boyero had not violated the terms of the contract of sale.

Under the law (Art 1184), the condition that some event happen at a determinate time shall extinguish the obligation as soon as the time expires or if it has become indubitable that the event will not take place.

In this case, upon an examination of the record, it was clear to SC that the defendant made efforts to satisfy the debts of the estate in question as soon as the circumstances had permitted, and, consequently, there is no reason for holding him responsible for the fact that the debts are not yet entirely paid. And in as much as the record does not show that the same have been paid, or that the defendant is responsible for their not being paid, the plaintiff has no cause of action against the defendant for the collection of the sale price, the sale contract providing that such payment will be made after the debts referred to have been paid. It was clear that the defendant has not violated the terms of the contract.