Case Digest: Ruperto, et.al vs Kosca, et. al, 26 Phil 227

Ruperto, et.al vs Kosca, et. al, 26 Phil 227

Subject: Obligations and Contracts

This appeal, through a bill of exceptions, was made by the defendants from the judgment of November 27, 1912, rendered by the Honorable A. S. Crossfield, judge, whereby he sentenced them jointly and severally to pay to the plaintiffs the sum of P8,905.22, with interest at the rate of 6 per cent per annum from May 28, 1912, and the costs.

FACTS

By a written complaint of May 28, 1912, counsel for the plaintiffs brought suit in the Court of First Instance of this city and alleged that, according to an instrument ratified on February 15 of the same year, before a notary, the plaintiffs being duly authorized, sold all the business, including the assets and liabilities, of the special partnership known as M. Kosca & Co., established on Calle Laverzares, Binondo, to the defendant Manuel Kosca for the sum of P9,073.72, payable in monthly installments of P168.50 each, of which the first payment and installment was to be made on March 31, 1912; that it was further stipulated that, should the purchaser fail to pay any installment when due, the vendors would be entitled immediately to demand the total payment of balance of the price, without awaiting the maturity of the monthly installments; that Sixto Mendoza became bondsman jointly with the purchaser Kosca, to guarantee the fulfillment of the obligation contracted by the latter in the said instrument; that the purchaser, Manuel Kosca, paid only the first installment, pertaining to March, 1912, and failed to pay the sum of P168.50, corresponding to the following month of April, nor was this second installment paid by his bondsman, in spite of the requests duly made upon him so to do; and that it was to the plaintiffs’ interests to demand the immediate payment of the total unpaid balance of the price of the sale, without awaiting payment by monthly installments. Said counsel therefore prayed that judgment be rendered by sentencing the defendants jointly and severally to pay the sum of P8,905.22, together with the legal interest thereon, and the costs.

ISSUE

WON the contract contained in the instrument Exhibit 1, drawn up on April 26, 1912, though not ratified before a notary on account of one of the contracting parties not having fulfilled the stipulated requirement of presenting two bondsmen who should guarantee the said purchaser-party’s compliance with the obligations assumed by him, is a perfect, valid, and effective contract

RULING

No, the contract is imperfect, invalid, and ineffective.

Under the law (Art 1181), In conditional obligations, the acquisition of rights, as well as the extinction or loss of those already acquired, shall depend upon the event constituting the condition.

In this case, although it was signed by the contracting parties, and particularly by the plaintiffs, upon the condition that the principal obligor, Jose Infante, would comply with all the conditions therein stipulated, among which was the furnishing of security by two bondsmen; and because this requirement was not complied with (for Infante was unable to furnish two bondsmen, as the two persons presented by him in the office of the notary would not sign the instrument, according to the latter’s testimony), the plaintiffs, who intervened as creditors and parties principally interested in the contract of sale stipulated between the vendor Kosca and the vendee Infante, refused to ratify the said contract before a notary. For this reason, it constituted only a proposed agreement drawn up by the notary, until it should be ratified by the contracting parties. It cannot be held that a proposed contract is binding, because it is not perfect, and the essential conditions required for its validity do not exist.