G.R. No. 126812

Goldenrod, Inc v. Court of Appeals; Pio Barretto & Sons, Inc.; Pio Barretto Realty Development, Inc.; Anthony Que

G.R. No. 126812, November 24, 1998

Bellosillo, J.

Facts:

Barretto and Sons owned parcels of registered land at Carlos Palanca St., Quiapo, Manila, which was mortgaged by the UCPB. Due to the inability to oblige with UCPB, foreclosure of the property was issued. Goldenrod bought the property from Barretto and Sons with an earnest money of P1M as part of the purchase price. When the existence of Barretto and Sons expired, all of its assets and liabilities were transferred to Barretto Realty which includes the property in Quiapo, Manila. Since Goldenrod was not able to pay for the property in full during the time of the Barretto and Sons’ existence, it was obliged to pay for the outstanding obligations with Barretto Realty and UCPB. It asked for an extension of the deadline for the payment from UCPB which was granted at first but denied on the second time. Goldenrod informed Que about the failure to fully purchase the property and asked for the advance payment of P1M to be returned. There was no response from the Que or from the Barretto Realty. Instead, the property was sold to Asiaworld without the knowledge of Goldenrod. Goldenrod decided to rescind the agreement with the Barretto Realty and demanded for the advance payment for the property be returned.

Issue:

WON the respondents should return the advance payment of P1M by the petitioner.

Held:

Yes. Barretto Realty should return the amount of P1M to the petitioner with the legal interest from the date that the notice of extrajudicial rescission until its payment is fulfilled. The decision banks on Barretto and Sons’ violation of Articles 22 and 23 of the Civil Code when they refused to return the advance payment of the petitioner when the sale was not consummated. This is also in accordance with the Article 1482 of the Civil Code which stated that the earnest money given for the contract of sale shall be considered as part of the price and as proof of the perfection of the contract. There was no agreement between parties to forfeit the payment when the buyer fails to pay the remaining balance. The extrajudicial rescission of the agreement made by the petitioner had no response from the respondent meant that the latter admits its veracity and validity of the petitioner’s claim.