Earnest money contract philippines - not see
Philippine Supreme Court Jurisprudence
The records disclose the following antecedent facts which culminated in the present appellate review, to wit:chanroblesvirtuallawlibrary
1. Herein private respondents and their brothers, Jose and Dominador Jimenez, were the registered co-owners of a parcel of land consisting of 17, square meters, covered by Transfer Certificate of Title (TCT) No. , 2 situated in Barrio Culasi, Las Piñas, Metro Manila.
2. On July 28, , Jose and Dominador Jimenez sold their share consisting of one-half of said parcel of land, specifically the eastern portion thereof, to herein petitioner pursuant to a "Kasulatan sa Bilihan ng Lupa." 3 Subsequently, a "Confirmatory Extrajudicial Partition Agreement" 4 was executed by the Jimenezes, wherein the eastern portion of the subject lot, with an area of 8, square meters was adjudicated to Jose and Dominador Jimenez, while the western portion was allocated to herein private respondents.
3. Thereafter, herein petitioner expressed interest in buying the western portion of the property from private respondents. Accordingly, on November 25, , an "Exclusive Option to Purchase" 5 was executed between petitioner and private respondents, under the following terms and conditions:jgc:www.oldyorkcellars.com
"1. The selling price of said 8, square meters of the subject property is TWO MILLION EIGHT HUNDRED FIFTY SIX THOUSAND ONE HUNDRED FIFTY PESOS ONLY (P2,,);
2. The sum of P50, which we received from ADELFA PROPERTIES, INC., as an option money shall be credited as partial payment upon the consummation of the sale and the balance in the sum of TWO MILLION EIGHT HUNDRED SIX THOUSAND ONE HUNDRED FIFTY PESOS (P2,,) to be paid on or before November 30, ;
3. In case of default on the part of ADELFA PROPERTIES, INC. to pay said balance in accordance with paragraph 2 hereof, this option shall be cancelled and 50% of the option money to be forfeited in our favor and we will refund the remaining 50% of said money upon the sale of said property to a third party;
4. All expenses including the corresponding capital gains tax, cost of documentary stamps are for the account of the VENDORS, and expenses for the registration of the deed of sale in the Registry of Deeds are for the account of ADELFA PROPERTIES, INC."cralaw virtua1aw library
Considering, however, that the owner’s copy of the certificate of title issued to respondent Salud Jimenez had been lost, a petition for the re-issuance of a new owner’s copy of said certificate of title was filed in court through Atty. Bayani L. Bernardo, who acted as private respondents’ counsel. Eventually, a new owner’s copy of the certificate of title was issued but it remained in the possession of Atty. Bernardo until he turned it over to petitioner Adelfa Properties, www.oldyorkcellars.comblesvirtuallawlibrary
4. Before petitioner could make payment, it received summons 6 on November 29, , together with a copy of a complaint filed by the nephews and nieces of private respondents against the latter, Jose and Dominador Jimenez, and herein petitioner in the Regional Trial Court of Makati, docketed as Civil Case No. , for annulment of the deed of sale in favor of Household Corporation and recovery of ownership of the property covered by TCT No. 7
5. As a consequence, in a letter dated November 29, , petitioner informed private respondents that it would hold payment of the full purchase price and suggested that private respondents settle the case with their nephews and nieces, adding that." . . if possible, although November 30, is a holiday, we will be waiting for you and said plaintiffs at our office up to p.m." 8 Another letter of the same tenor and of even date was sent by petitioner to Jose and Dominador Jimenez. 9 Respondent Salud Jimenez refused to heed the suggestion of petitioner and attributed the suspension of payment of the purchase price to "lack of word of honor."cralaw virtua1aw library
6. On December 7, , petitioner caused to be annotated on the title of the lot its option contract with private respondents, and its contract of sale with Jose and Dominador Jimenez, as Entry No. and entry No. , respectively.
7. On December 14, , private respondents sent Francisca Jimenez to see Atty. Bernardo, in his capacity as petitioner’s counsel, and to inform the latter that they were cancelling the transaction. In turn, Atty. Bernardo offered to pay the purchase price provided that P, be deducted therefrom for the settlement of the civil case. This was rejected by private respondents. On December 22, , Atty. Bernardo wrote private respondents on the same matter but this time reducing the amount from P, to P,, and this was also rejected by the latter.
8. On February 23, , the Regional Trial Court of Makati dismissed Civil Case No. Thus, on February 28, , petitioner caused to be annotated anew on TCT No. the exclusive option to purchase as Entry No.
9. On the same day, February 28, , private respondents executed a Deed of Conditional Sale 10 in favor of Emylene Chua over the same parcel of land for P3,,, of which P1,, was paid to private respondents on said date, with the balance to be paid upon the transfer of title to the specified one-half www.oldyorkcellars.combles law library
On April 16, , Atty. Bernardo wrote private respondents informing the latter that in view of the dismissal of the case against them, petitioner was willing to pay the purchase price, and he requested that the corresponding deed of absolute sale be executed. 11 This was ignored by private www.oldyorkcellars.comblesvirtuallawlibrary
On July 27, , private respondents’ counsel sent a letter to petitioner enclosing therein a check for P25, representing the refund of fifty percent of the option money paid under the exclusive option to purchase. Private respondents then requested petitioner to return the owner’s duplicate copy of the certificate of title of respondent Salud Jimenez. 12 Petitioner failed to surrender the certificate of title, hence private respondents filed Civil Case No. in the Regional Trial Court of Pasay City, Branch , for annulment of contract with damages, praying, among others, that the exclusive option to purchase be declared null and void; that defendant, herein petitioner, be ordered to return the owner’s duplicate certificate of title; and that the annotation of the option contract on TCT No. be cancelled. Emylene Chua, the subsequent purchaser of the lot, filed a complaint in intervention.
The trial court rendered judgment 13 therein on September 5, holding that the agreement entered into by the parties was merely an option contract, and declaring that the suspension of payment by herein petitioner constituted a counter-offer which, therefore, was tantamount to a rejection of the option. It likewise ruled that herein petitioner could not validly suspend payment in favor of private respondents on the ground that the vindicatory action filed by the latter’s kin did not involve the western portion of the land covered by the contract between petitioner and private respondents, but the eastern portion thereof which was the subject of the sale between petitioner and the brothers Jose and Dominador Jimenez. The trial court then directed the cancellation of the exclusive option to purchase, declared the sale to intervenor Emylene Chua as valid and binding, and ordered petitioner to pay damages and attorney’s fees to private respondents, with www.oldyorkcellars.combles law library : red
On appeal, respondent Court of appeals affirmed in toto the decision of the court a quo and held that the failure of petitioner to pay the purchase price within the period agreed upon was tantamount to an election by petitioner not to buy the property; that the suspension of payment constituted an imposition of a condition which was actually a counter-offer amounting to a rejection of the option; and that Article of the Civil Code on suspension of payments applies only to a contract of sale or a contract to sell, but not to an option contract which it opined was the nature of the document subject of the case at bar. Said appellate court similarly upheld the validity of the deed of conditional sale executed by private respondents in favor of intervenor Emylene Chua.
In the present petition, the following assignment of errors are raised:chanrob1es virtual 1aw library
1. Respondent court of appeals acted with grave abuse of discretion in making its finding that the agreement entered into by petitioner and private respondents was strictly an option contract;
2. Granting arguendo that the agreement was an option contract, respondent court of Appeals acted with grave abuse of discretion in grievously failing to consider that while the option period had not lapsed, private respondents could not unilaterally and prematurely terminate the option period;
3. Respondent Court of Appeals acted with grave abuse of discretion in failing to appreciate fully the attendant facts and circumstances when it made the conclusion of law that Article does not apply; and
4. Respondent Court of Appeals acted with grave abuse of discretion in conforming with the sale in favor of appellee Ma. Emylene Chua and the award of damages and attorney’s fees which are not only excessive, but also without bases in fact and in law. 14
An analysis of the facts obtaining in this case, as well as the evidence presented by the parties, irresistibly leads to the conclusion that the agreement between the parties is a contract to sell, and not an option contract or a contract of sale.
I
1. In view of the extended disquisition thereon by respondent court, it would be worthwhile at this juncture to briefly discourse on the rationale behind our treatment of the alleged option contract as a contract to sell, rather than a contract of sale. The distinction between the two is important for in contract of sale, the title passes to the vendee upon the delivery of the thing sold; whereas in a contract to sell, by agreement the ownership is reserved in the vendor and is not to pass until the full payment of the price. In a contract of sale, the vendor has lost and cannot recover ownership until and unless the contract is resolved or rescinded; whereas in a contract to sell, title is retained by the vendor until the full payment of the price, such payment being a positive suspensive condition and failure of which is not a breach but an event that prevents the obligation of the vendor to convey title from becoming effective. Thus, a deed of sale is considered absolute in nature where there is neither a stipulation in the deed that title to the property sold is reserved in the seller until the full payment of the price, nor one giving the vendor the right to unilaterally resolve the contract the moment the buyer fails to pay within a fixed period. 15
There are two features which convince us that the parties never intended to transfer ownership to petitioner except upon the full payment of the purchase price. Firstly, the exclusive option to purchase, although it provided for automatic rescission of the contract and partial forfeiture of the amount already paid in case of default, does not mention that petitioner is obliged to return possession or ownership of the property as a consequence of non-payment. There is no stipulation anent reversion or reconveyance of the property to herein private respondents in the event that petitioner does not comply with its obligation. With the absence of such a stipulation, although there is a provision on the remedies available to the parties in case of breach, it may legally be inferred that the parties never intended to transfer ownership to the petitioner to completion of payment of the purchase www.oldyorkcellars.comblesvirtuallawlibrary
In effect, there was an implied agreement that ownership shall not pass to the purchaser until he had fully paid the price. Article of the Civil Code does not require that such a stipulation be expressly made. Consequently, an implied stipulation to that effect is considered valid and, therefore, binding and enforceable between the parties. It should be noted that under the law and jurisprudence, a contract which contains this kind of stipulation is considered a contract to sell.
Moreover, that the parties really intended to execute a contract to sell, and not a contract of sale, is bolstered by the fact that the deed of absolute sale would have been issued only upon the payment of the balance of the purchase price, as may be gleaned from petitioner’s letter dated April 16, 16 wherein it informed private respondents that it "is now ready and willing to pay you simultaneously with the execution of the corresponding deed of absolute sale."cralaw virtua1aw library
Secondly, it has not been shown that there was delivery of the property, actual or constructive, made to herein petitioner. The exclusive option to purchase is not contained in a public instrument the execution of which would have been considered equivalent to delivery. 17 Neither did petitioner take actual, physical possession of the property at any given time. It is true that after the reconstitution of private respondents’ certificate of title, it remained in the possession of petitioner’s counsel, Atty. Bayani L. Bernardo, who thereafter delivered the same to herein petitioner. Normally, under the law, such possession by the vendee is to be understood as a delivery. 18 However, private respondents explained that there was really no intention on their part to deliver the title to herein petitioner with the purpose of transferring ownership to it. They claim that Atty. Bernardo had possession of the title only because he was their counsel in the petition for reconstitution. We have no reason not to believe this explanation of private respondents, aside from the fact that such contention was never refuted or contradicted by petitioner.
2. Irrefragably, the controverted document should legally be considered as a perfected contract to sell. On this particular point, therefore, we reject the position and ratiocination of respondent Court of Appeals which, while awarding the correct relief to private respondents, categorized the instrument as "strictly an option contract."cralaw virtua1aw library
The important task in contract interpretation is always the ascertainment of the intention of the contracting parties and that task is, of course, to be discharged by looking to the words they used to project that intention in their contract, all the words not just a particular word or two, and words in context not words standing alone. 19 Moreover, judging from the subsequent acts of the parties which will hereinafter be discussed, it is undeniable that the intention of the parties was to enter into a contract to sell. 20 In addition, the title of a contract does not necessarily determine its true nature. 21 Hence, the fact that the document under discussion is entitled "Exclusive Option to Purchase" is not controlling where the text thereof shows that it is a contract to www.oldyorkcellars.comblesvirtuallawlibrary
An option, as used in the law on sales, is a continuing offer or contract by which the owner stipulates with another that the latter shall have the right to buy the property at a fixed price within a certain time, or under, or in compliance with, certain terms and conditions, or which gives to the owner of the property the right to sell or demand a sale. It is also sometimes called an "unaccepted offer." An option is not of itself a purchase, but merely secures the privilege to buy. 22 It is not a sale of property but a sale of the right to purchase. 23 It is simply a contract by which the owner of property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time. He does not sell his land; he does not then agree to sell it; but he does sell something, that is, the right or privilege to buy at the election or option of the other party. 24 Its distinguishing characteristic is that it imposes no binding obligation on the person holding the option, aside from the consideration for the offer. Until acceptance, it is not, properly speaking, a contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right in the subject matter, but is merely a contract by which the owner of property gives the optionee the right or privilege of accepting the offer and buying the property on certain termscralaw:red
On the other hand, a contract, like a contract to sell, involves a meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service. 26 Contracts, in general, are perfected by mere consent, 27 which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. 28
The distinction between an "option" and a contract of sale is that an option is an unaccepted offer. It states the terms and conditions on which the owner is willing to sell his land, if the holder elects to accept them within the time limited. If the holder does so elect, he must give notice to the other party, and the accepted offer thereupon becomes a valid and binding contract. If an acceptance is not made within the time fixed, the owner is no longer bound by his offer, and the option is at an end. A contract of sale, on the other hand, fixes definitely the relative rights and obligations of both parties at the time of its execution. The offer and the acceptance are concurrent, since the minds of the contracting parties meet in the terms of the agreement. 29
A perusal of the contract in this case, as well as the oral and documentary evidence presented by the parties, readily shows that there is indeed a concurrence of petitioner’s offer to buy and private respondents’ acceptance thereof. The rule is that except where a formal acceptance is so required, although the acceptance must be affirmatively and clearly made and must be evidenced by some acts or conduct communicated to the offeror, it may be made either in a formal or an informal manner, and may be shown by acts, conduct, or words of the accepting party that clearly manifest a present intention or determination to accept the offer to buy or sell. Thus, acceptance may be shown by the acts, conduct, or words of a party recognizing the existence of the contract of sale. 30
The records also show that private respondents accepted the offer of petitioner to buy their property under the terms of their contract. At the time petitioner made its offer, private respondents suggested that their transfer certificate of title be first reconstituted, to which petitioner agreed. As a matter of fact, it was petitioner’s counsel, Atty. Bayani L. Bernardo, who assisted private respondents in filing a petition for reconstitution. After the title was reconstituted, the parties agreed that petitioner would pay either in cash or manager’s check the amount of P2,, for the lot. Petitioner was supposed to pay the same on November 25, , but it later offered to make a down payment of P50,, with the balance of P2,, to be paid on or before November 30, Private respondents agreed to the counter-offer made by petitioner. 31 As a result, the so-called exclusive option to purchase was prepared by petitioner and was subsequently signed by private respondents, thereby creating a perfected contract to sell between www.oldyorkcellars.comblesvirtuallawlibrary
It cannot be gainsaid that the offer to buy a specific piece of land was definite and certain, while the acceptance thereof was absolute and without any condition or qualification. The agreement as to the object, the price of the property, and the terms of payment was clear and well-defined. No other significance could be given to such acts that than that they were meant to finalize and perfect the transaction. The parties even went beyond the basic requirements of the law by stipulating that "all expenses including the corresponding capital gains tax, cost of documentary stamps are for the account of the vendors, and expenses for the registration of the deed of sale in the Registry of Deeds are for the account of Adelfa Properties, Inc." Hence, there was nothing left to be done except the performance of the respective obligations of the parties.
We do not subscribe to private respondents’ submission, which was upheld by both the trial court and respondent Court of Appeals, that the offer of petitioner to deduct P,, (later reduced to P,) from the purchase price for the settlement of the civil case was tantamount to a counter-offer. It must be stressed that there already existed a perfected contract between the parties at the time the alleged counter-offer was made. Thus, any new offer by a party becomes binding only when it is accepted by the other. In the case of private respondents, they actually refused to concur in said offer of petitioner, by reason of which the original terms of the contract continued to be www.oldyorkcellars.com : virtual law library
At any rate, the same cannot be considered a counter-offer for the simple reason that petitioner’s sole purpose was to settle the civil case in order that it could already comply with its obligation. In fact, it was even indicative of a desire by petitioner to immediately comply therewith, except that it was being prevented from doing so because of the filing of the civil case which, it believed in good faith, rendered compliance improbable at that time. In addition, no inference can be drawn from that suggestion given by petitioner that it was totally abandoning the original contract.
More importantly, it will be noted that the failure of petitioner to pay the balance of the purchase price within the agreed period was attributed by private respondents to "lack of word of honor" on the part of the former. The reason of "lack of word of honor" is to us a clear indication that private respondents considered petitioner already bound by its obligation to pay the balance of the consideration. In effect, private respondents were demanding or exacting fulfillment of the obligation from herein petitioner. With the arrival of the period agreed upon by the parties, petitioner was supposed to comply with the obligation incumbent upon it to perform, not merely to exercise an option or a right to buy the property.
The obligation of petitioner on November 30, consisted of an obligation to give something, that is, the payment of the purchase price. The contract did not simply give petitioner the discretion to pay for the property. 32 It will be noted that there is nothing in the said contract to show that petitioner was merely given a certain period within which to exercise its privilege to buy. The agreed period was intended to give time to herein petitioner within which to fulfill and comply with its obligation, that is, to pay the balance of the purchase price. No evidence was presented by private respondents to prove www.oldyorkcellars.comblesvirtuallawlibrary
The test in determining whether a contract is a "contract of sale or purchase" or a mere "option" is whether or not the agreement could be specifically enforced. 33 There is no doubt that the obligation of petitioner to pay the purchase price is specific, definite and certain, and consequently binding and enforceable. Had private respondents chosen to enforce the contract, they could have specifically compelled petitioner to pay the balance of P2,, This is distinctly made manifest in the contract itself as an integral stipulation, compliance with which could legally and definitely be demanded from petitioner as a consequence.
This is not a case where no right is as yet created nor an obligation declared, as where something further remains to be done before the buyer and seller obligate themselves. 34 An agreement is only an "option" when no obligation rests on the party to make any payment except such as may be agreed on between the parties as consideration to support the option until he has made up his mind within the time specified. 35 An option, and not a contract to purchase, is effected by an agreement to sell real estate for payments to be made within specified time and providing for forfeiture of money paid upon failure to make payment, where the purchaser does not agree to purchase, to make payment, or to bind himself in any way other than the forfeiture of the payments made. 36 As hereinbefore discussed, this is not the situation obtaining in the case at bar.
While there is jurisprudence to the effect that a contract which provides that the initial payment shall be totally forfeited in case of default in payment is to be considered as an option contract, 37 still we are not inclined to conform with the findings of respondent court and the court a quo that the contract executed between the parties is an option contract, for the reason that the parties were already contemplating the payment of the balance of the purchase price, and were not merely quoting an agreed value for the property. The term "balance," connotes a remainder or something remaining from the original total sum already agreed www.oldyorkcellars.comblesvirtuallawlibrary
In other words, the alleged option money of P50, was actually earnest money which was intended to form part of the purchase price. The amount of P50, was not distinct from the cause or consideration for the sale of the property, but was itself a part thereof. It is a statutory rule that whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract. 38 It constitutes an advance payment and must, therefore, be deducted from the total price. Also, earnest money is given by the buyer to the seller to bind the bargain.
There are clear distinctions between earnest money and option money, viz.: (a) earnest money is part of the purchase price, while option money is the money given as a distinct consideration for an option contract; (b) earnest money is given only where there is already a sale, while option money applies to a sale not yet perfected; and (c) when earnest money is given, the buyer is bound to pay the balance, while when the would-be buyer gives option money, he is not required to buy. 39
The aforequoted characteristics of earnest money are apparent in the so-called option contract under review, even though it was called "option money" by the parties. In addition, private respondents failed to show that the payment of the balance of the purchase price was only a condition precedent to the acceptance of the offer or to the exercise of the right to buy. On the contrary, it has been sufficiently established that such payment was but an element of the performance of petitioner’s obligation under the contract to sell. 40
II
1. This brings us to the second issue as to whether or not there was valid suspension of payment of the purchase price by petitioner and the legal consequences thereof. To justify its failure to pay the purchase price within the agreed period, petitioner invokes Article of the Civil Code which provides:jgc:www.oldyorkcellars.com
"ART. Should the vendee be disturbed in the possession or ownership of the thing acquired, or should he have reasonable grounds to fear such disturbance, by a vindicatory action or a foreclosure of mortgage, he may suspend the payment of the price until the vendor has caused the disturbance or danger to cease, unless the latter gives security for the return of the price in a proper case, or it has been stipulated that, notwithstanding any such contingency, the vendee shall be bound to make the payment. A mere act of trespass shall not authorize the suspension of the payment of the price." chanroblesvirtuallawlibrary
Respondent court refused to apply the aforequoted provision of law on the erroneous assumption that the true agreement between the parties was a contract of option. As we have hereinbefore discussed, it was not an option contract but a perfected contract to sell. Verily, therefore, Article would properly www.oldyorkcellars.combles lawlibrary : rednad
Both lower courts, however, are in accord that since Civil Case No. filed against the parties herein involved only the eastern half of the land subject of the deed of sale between petitioner and the Jimenez brothers, it did not, therefore, have any adverse effect on private respondents’ title and ownership over the western half of the land which is covered by the contract subject of the present case. We have gone over the complaint for recovery of ownership filed in said case 41 and we are not persuaded by the factual findings made by said courts. At a glance, it is easily discernible that, although the complaint prayed for the annulment only of the contract of sale executed between petitioner and the Jimenez brothers, the same likewise prayed for the recovery of therein plaintiffs’ share in that parcel of land specifically covered by TCT No. In other words, the plaintiffs therein were claiming to be co-owners of the entire parcel of land described in TCT No. , and not only of a portion thereof nor, as incorrectly interpreted by the lower courts, did their claim pertain exclusively to the eastern half adjudicated to the Jimenez brothers.
Such being the case, petitioner was justified in suspending payment of the balance of the purchase price by reason of the aforesaid vindicatory action filed against it. The assurance made by private respondents that petitioner did not have to worry about the case because it was pure and simple harassment 42 is not the kind of guaranty contemplated under the exceptive clause in Article wherein the vendor is bound to make payment even with the existence of a vindicatory action if the vendee should give a security for the return of the price.
2. Be that as it may, and the validity of the suspension of payment notwithstanding, we find and hold that private respondents may no longer be compelled to sell and deliver the subject property to petitioner for two reasons, that is, petitioner’s failure to duly effect the consignation of the purchase price after the disturbance had ceased; and, secondarily, the fact that the contract to sell had been validly rescinded by private www.oldyorkcellars.comblesvirtuallawlibrary
The records of this case reveal that as early as February 28, when petitioner caused its exclusive option to be annotated anew on the certificate of title, it already knew of the dismissal of Civil Case No. However, it was only on April 16, that petitioner, through its counsel, wrote private respondents expressing its willingness to pay the balance of the purchase price upon the execution of the corresponding deed of absolute sale. At most, that was merely a notice to pay. There was no proper tender of payment nor consignation in this case as required by www.oldyorkcellars.combles virtualawlibrary www.oldyorkcellars.com:www.oldyorkcellars.com
The mere sending of a letter by the vendee expressing the intention to pay, without the accompanying payment, is not considered a valid tender of payment. 43 Besides, a mere tender of payment is not sufficient to compel private respondents to deliver the property and execute the deed of absolute sale. It is consignation which is essential in order to extinguish petitioner’s obligation to pay the balance of the purchase price. 44 The rule is different in case of an option contract 45 or in legal redemption or in a sale with right to repurchase, 46 wherein consignation is not necessary because these cases involve an exercise of a right or privilege (to buy, redeem or repurchase) rather than the discharge of an obligation, hence tender of payment would be sufficient to preserve the right or privilege. This is because the provisions on consignation are not applicable when there is no obligation to pay. 47 A contract to sell, as in the case before us, involves the performance of an obligation, not merely the exercise of a privilege or a right. Consequently, performance or payment may be effected not by tender of payment alone but by both tender and consignation.
Furthermore, petitioner no longer had the right to suspend payment after the disturbance ceased with the dismissal of the civil case filed against it. Necessarily, therefore, its obligation to pay the balance again arose and resumed after it received notice of such dismissal. Unfortunately, petitioner failed to seasonably make payment, as in fact it has failed to do so up to the present time, or even to deposit the money with the trial court when this case was originally filed www.oldyorkcellars.comblesvirtuallawlibrary
By reason of petitioner’s failure to comply with its obligation, private respondents elected to resort to and did announce the rescission of the contract through its letter to petitioner dated July 27, That written notice of rescission is deemed sufficient under the circumstances. Article of the Civil Code which requires rescission either by judicial action or notarial act is not applicable to a contract to sell. 48 Furthermore, judicial action for rescission of a contract is not necessary where the contract provides for automatic rescission in case of breach, 49 as in the contract involved in the present controversy.
We are not unaware of the ruling in University of the Philippines v. De los Angeles, etc. 50 that the right to rescind is not absolute, being ever subject to scrutiny and review by the proper court. It is our considered view, however, that this rule applies to a situation where the extrajudicial rescission is contested by the defaulting party. In other words, resolution of reciprocal contracts may be made extrajudicially unless successfully impugned in court. If the debtor impugns the declaration, it shall be subject to judicial determination. 51 Otherwise, if said party does not oppose it, the extrajudicial rescission shall have legal effect. 52
In the case at bar, it has been shown that although petitioner was duly furnished and did receive a written notice of rescission which specified the grounds therefore, it failed to reply thereto or protest against it. Its silence thereon suggests an admission of the veracity and validity of private respondents’ claim. 53 Furthermore, the initiative of instituting suit was transferred from the rescinder to the defaulter by virtue of the automatic rescission clause in the contract. 54 But then, the records bear out the fact that aside from the lackadaisical manner with which petitioner treated private respondents’ letter of cancellation, it utterly failed to seriously seek redress from the court for the enforcement of its alleged rights under the contract. If private respondents had not taken the initiative of filing Civil Case No. , evidently petitioner had no intention to take any legal action to compel specific performance from the former. By such cavalier disregard, it has been effectively estopped from seeking the affirmative relief it now desires but which it had theretofore www.oldyorkcellars.combles law library
WHEREFORE, on the foregoing modificatory premises, and considering that the same result has been reached by respondent Court of Appeals with respect to the relief awarded to private respondents by the court a quo which we find to be correct, its assailed judgment in CA-G.R. CV No. is hereby AFFIRMED.
SO ORDERED.
Narvasa, C.J., Puno and Mendoza, JJ., concur.
Endnotes:
1. Penned by Associate Justice Antonio M. Martines, with Associate Justices Artemon D. Luna and Buenaventura J. Guerrero, concurring; Annex C, Petition; Rollo,
2. Exhibit A; Original Record, 8.
3. Exhibits B and 7; ibid., 9.
4. Exhibits C and 8; ibid.,
5. Exhibit D; ibid.,
6. Exhibit 2; ibid.,
7. Exhibit 3; ibid.,
8. Exhibit 6; ibid.,
9. Exhibit 4; ibid.,
Exhibit G; ibid.,
Exhibit 5; ibid.,
Exhibit F; ibid.,
Original Record, ; per Judge Baltazar Relativo Dizon.
Rollo,
Pingol, Et. Al. v. Court of Appeals, Et Al., G.R. No. , September 6, , SCRA
Exhibit 5; ibid.,
Article , Civil Code.
Article , id.
Fernandez v. Court of Appeals, Et Al., G.R. No. , October 18, , SCRA
Heirs of Severo Legaspi, Sr. v. Vda. de Dayot, Et Al., G.R. No. , August 13, , SCRA
Cruz, Et. Al. v. Court of Appeals, Et Al., G.R. No. , May 15, , SCRA
77 C.J.S. Sales, Sec. 33, pp.
30 Words and Phrases,
Op. cit.,
77 C.J.S Sales, Sec. 33, pp.
Article , Civil Code.
Article , id.
Article , id.
McMillan v. Philadelphia Co., 28 A.
77 C.J.S. Sales, Sec. 28, p.
TSN, March 1, ,
Cf. Aspinwall v. Ryan, P. 2d
30 Words and Phrases,
77 C.J.S. Sales, Sec. 24, p.
30 Words and Phrases,
Ibid.,
Hanscom v. Blanchard, A.
Article , Civil Code.
de Leon, Comments and Cases on Sales, rev. ed.,
See 77 C.J.S. Sales, Sec. 33,
Exhibit 3; Original Record,
TSN, February 1, ,
Vda. de Zulueta, Et. Al. v. Octaviano, Et Al., G.R. No. , March 28, , SCRA
Tolentino, Civil Code of the Philippines, Vol. IV, ed.,
Nietes v. Court of Appeals, Et Al., L, August 18, , 46 SCRA
Francisco, Et. Al. v. Bautista, Et Al., L, December 19, , SCRA
Tolentino, op cit., ; Fn
Albea v. Inquimboy, Et Al., 86 Phil. (); Alfonso, Et. Al. v. Court of Appeals, Et Al., G.R. No. , June 8, , SCRA
Palay, Inc., Et. Al. v. Clave, Et Al., G.R. No. , September 21, , SCRA
L, September 29, , 35 SCRA
Palay, Inc., Et. Al. v. Clave, Et Al., supra.
Zulueta v. Mariano, etc. Et. Al., L, January 30, , SCRA
Pellicer v. Ruiz, L, May 30, , 2 SCRA
University of the Philippines v. De los Angeles, etc., supra.
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Источник: [www.oldyorkcellars.com]EARNEST MONEY RECEIPT AGREEMENT
Received from (NAME OF BUYER), of legal age, Filipino, single/married, and with residence at (Residential Address of Buyer), the sum of (AMOUNT IN WORDS) PESOS (Amount in Figures), Philippine Currency, representing Earnest Money for payment of a parcel of land located at (Address of Property) and covered by (TCT Details).
This Earnest Money forms part of the Purchase Price of (AMOUNT IN WORDS) PESOS (Amount in Figures), Philippine Currency. The balance and full payment shall be paid on or before (Date of Full Payment Deadline).
The Buyer hereby reserves the exclusive right to purchase the aforementioned property and the Seller cannot offer the aforementioned property to any third party until (Date After Full Payment Deadline).
Upon receipt of the full payment from the Buyer, the Seller shall immediately execute a Deed of Absolute Sale in favor of the Buyer, conveying the said property with full warranty of a legal and valid title as provided by law, free and clear from any liens and encumbrances. Seller shall likewise turn over all pertinent documents of the land include the Transfer Certificate of Title and tax clearances to the Buyer to allow the title of the property to be processed for transfer into the name of the Buyer.
The Seller shall undertake the payment of the Capital Gains Tax and Documentary Stamps Tax. The Buyer shall shoulder the payment of Transfer Tax, Deed of Registry Fees and all other expenses related to the transfer of title of the property under the name of the Buyer.
If the Buyer cannot proceed with purchase of the aforementioned property without any cause on the part of the Seller, the Seller has the right to terminate this agreement and the Earnest Money shall be forfeited in favor of the Seller as liquidated damages.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this (Date) at (Place), Philippines.
(NAME OF SELLER)
Seller
(NAME OF BUYER)
Buyer
Witnesses: ______________________ ______________________
ACKNOWLEDGMENT
Republic of the Philippines )
City of _______________ ) S.S.
BEFORE ME, a Notary Public for and in the city named above, this ____ day of _________________, personally appeared the following
NAME | I.D. NO. | DATE & PLACE ISSUED |
SELLER | ||
BUYER |
known to me and to me known to be the same persons who executed this Instrument and acknowledged to me that the same is their free and voluntary act and deed.
The foregoing document relates to an Earnest Money Receipt Agreement, consisting of ________ (___) pages including the page on which this acknowledgment is written and has been signed on each page by the parties and their instrumental witnesses, and sealed with my notarial seal.
WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written.
Doc. No. _____;
Page No. _____;
Book No._____;
Series of _____.
Earnest Money Agreement July Canbynorthwoodestates Com Sample Clauses
Related to Earnest Money Agreement July Canbynorthwoodestates Com
INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.
Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30,
Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.
Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.
Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule that would have been required to be delivered or taken on the Effective Date but for the proviso to Section (f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.
Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of Santander Consumer or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Application of this Revenue Sharing Agreement to Notes The terms of this Revenue Sharing Agreement shall apply to each Note as if the terms of this Revenue Sharing Agreement were fully set forth in each Note.
Contribution Agreement The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.
Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
THIRD DIVISION
January 29,
G.R. No.
VICTORIA N. RACELIS, in her capacity as administrator, Petitioner
vs.
SPOUSES GERMIL JAVIER and REBECCA JAVIER, Respondents
D E C I S I O N
LEONEN, J.:
Lessees are entitled to suspend the payment of rent under Article of the Civil Code if their legal possession is disturbed. Acts of physical disturbance that do not affect legal possession is beyond the scope of this rule.
In a contract to sell, the payment of earnest money represents the seller's opportunity cost of holding in abeyance the search for other buyers or better deals. Absent proof of a clear agreement to the contrary, it should be forfeited if the sale does not happen without the seller's fault. The potential buyer bears the burden of proving that the earnest money was intended other than as part of the purchase price and to be forfeited if the sale does not occur without the seller's fault.
Through this Petition for Review, 1 petitioner Victoria N. Racelis (Racelis) challenges the Court of Appeals January 13, Decision2 and September 17, Resolution,3 which ordered her to reimburse the sum of &#;24, to respondents Spouses Germil Javier and Rebecca Javier (the Spouses Javier).
Before his death, the late Pedro Nacu, Sr. (Nacu) appointed his daughter, Racelis, 4 to administer his properties, 5 among which was a residential house and lot located in Marikina City. 6 Nacu requested his heirs to sell this property first. 7 Acting on this request, Racelis immediately advertised it for sale. 8
In August , the Spouses Javier offered to purchase the Marikina property. However, they could not afford to pay the price of &#;3,, They offered instead to lease the property while they raise enough money. Racelis hesitated at first but she eventually agreed. 10 The parties agreed on a month-to-month lease and rent of &#;10, per month. 11 This was later increased to &#;11, The Spouses Javier used the property as their residence and as the site of their tutorial school, the Niño Good Shepherd Tutorial Center. 13
Sometime in July , Racelis inquired whether the Spouses Javier were still interested to purchase the property. The Spouses Javier reassured her of their commitment and even promised to pay &#;, to buy them more time within which to pay the purchase price. 14
On July 26, , the Spouses Javier tendered the sum of &#;65, representing "initial payment or goodwill money." 15 On several occasions, they tendered small sums of money to complete the promised &#;,, 16 but by the end of , they only delivered a total of &#;78, 17 Meanwhile, they continued to lease the property. They consistently paid rent but started to fall behind by February 18
Realizing that the Spouses Javier had no genuine intention of purchasing the property, Racelis wrote to inform them that her family had decided to terminate the lease agreement and to offer the property to other interested buyers. 19 In the same letter, Racelis demanded that they vacate the property by May 30, Racelis also stated that:
It is a common practice that earnest money will be forfeited in favor of the seller if the buyer fails to consummate [the] sale after the lapse of a specified period for any reason so that we have the legal right to forfeit your &#;78, on account of your failure to pursue the purchase of the property you are leasing. However, as a consideration to you, we undertake to return to you the said amount after we have sold the property and received the purchase price from [the] prospective buyer
The Spouses Javier refused to vacate due to the ongoing operation of their tutorial business. They wrote Racelis on March 16, , informing her of their inability to purchase the property at &#;3,, because "Mrs. Rebecca Javier's plan for overseas employment did not materialize."22 They also informed her that they had "purchased a more affordable lot."23 They insisted that the sum of &#;78, was advanced rent and proposed that this amount be applied to their outstanding liability until they vacate the premises
Disagreeing on the application of the &#;78,, Racelis and the Spouses Javier brought the matter to the barangay for conciliation. Unfortunately, the parties failed to reach a settlement During the proceedings, Racelis demanded the Spouses Javier to vacate the premises by the end of April 30, However, the Spouses Javier refused to give up possession of the property and even refused to pay rent for the succeeding months
On May 12, , Racelis caused the disconnection of the electrical service over the property forcing the Spouses Javier to purchase a generator This matter became the subject of a complaint for damages filed by the Spouses Javier against Racelis Racelis was absolved from liability The Spouses Javier no longer interposed an appeal
Meanwhile, Racelis filed a complaint for ejectment against the Spouses Javier before the Metropolitan Trial Court in Marikina City. The case was docketed as Civil Case No.
In her Complaint,33 Racelis alleged that she agreed to lease the property to the Spouses Javier based on the understanding that they would eventually purchase it. 34 Racelis also claimed that they failed to pay rent from March to September and the balance of &#;7, for the month of February, or a total of &#;84, Racelis prayed that the Spouses Javier be ordered to: (1) vacate the leased premises; (2) pay accrued rent; and (3) pay moral and exemplary damages, and attorney's fees
In their Answer,38 the Spouses Javier averred that they never agreed to purchase the property from Racelis because they found a more affordable property at Greenheights Subdivision in Marikina City. They claimed that the amount of &#;78, was actually advanced rent
During trial, the Spouses Javier vacated the property and moved to their new residence at Greenheights Subdivision40 on September 26, The Metropolitan Trial Court then determined that the only issue left to be resolved was the amount of damages in the form of unpaid rentals to which Racelis was entitled
On August 19, , the Metropolitan Trial Court rendered a Decision43 dismissing the complaint. It ruled that the Spouses Javier were entitled to suspend the payment of rent under Article of the Civil Code due to Racelis' act of disconnecting electric service over the property. 44 The Metropolitan Trial Court declared that the Spouses Javier's obligation had been extinguished. Their advanced rent and deposit were sufficient to cover their unpaid rent. 45
The Metropolitan Trial Court, however, did not characterize the &#;78, as advanced rent but as earnest money.1âwphi1 Accordingly, Racelis was ordered to return the &#;78, due to her waiver in the Letter dated March 4,
On appeal, the Regional Trial Court rendered a Decision47 reversing the Metropolitan Trial Court August 19, Decision. The Regional Trial Court held that the Spouses Javier were not justified in suspending rental payments However, their liability could not be offset by the &#;78, The Regional Trial Court explained that the parties entered into two (2) separate and distinct contracts-a lease contract and a contract of sale. Based on the evidence presented, the &#;78, was not intended as advanced rent, but as part of the purchase price of the property. 49 The Regional Trial Court ordered the Spouses Javier to pay accrued rent and declared that they may recover the &#;78, in a separate proceeding
The Spouses Javier moved for reconsideration. In its April 24, Order,51 the Regional Trial Court reduced the Spouses Javier's unpaid rentals by their advanced rental deposit. They were ordered to pay &#;54, m. stead
The Spouses Javier appealed the Regional Trial Court January 15, Decision and April 24, Order.
On January 13, , the Court of Appeals rendered a Decision53 declaring the Spouses Javier justified in withholding rental payments due to the disconnection of electrical service over the property Nevertheless, the Court of Appeals stated that they were not exonerated from their obligation to pay accrued rent. On the other hand, Racelis was bound to return the sum of &#;78, in view of her waiver. The Court of Appeals, by way of compensation, reduced the liability of the Spouses Javier by their advanced rent and the sum of &#;78, Accordingly, Racelis was ordered to reimburse the amount of &#;24, to the Spouses Javier The dispositive portion of this Decision stated:
WHEREFORE, in view of the foregoing, the petition is GRANTED. The assailed decision is REVERSED and SET ASIDE. Herein respondent RACELIS is ordered to reimburse herein petitioners in the amount of &#;24, on the counterclaim.
SO ORDERED
Racelis moved for reconsideration but her motion was denied in the Court of Appeals September 17, Resolution. 57
On November 25, , Racelis filed a Petition for Review58 before this Court to which the Spouses Javier filed a Comment On July 1, , Racelis filed a Reply. 60
Petitioner asserts that the Court of Appeals erred in applying Article of the Civil Code in favor of respondents. Respondents cannot invoke the right given to lessees under Article of the Civil Code. Petitioner claims that she was justified in causing the temporary disconnection of electrical service over the property because respondents were remiss in paying rent. However, assuming that respondents were entitled to suspend the payment of rent pursuant to Article of the Civil Code, petitioner argues that the suspension should only be temporary or for an intervening period
Petitioner likewise claims that she did not expressly waive her right over the initial payment of &#;78, but merely extended an offer to reimburse this amount, which respondents rejected. Hence, she is entitled to retain it and it cannot be used to offset respondents' accrued rent
Respondents do not dispute their liability to pay accrued rent. However, they insist that their liability should be offset by the initial payment of &#;78, Respondents argue that petitioner waived her right over this1 amount. Hence, it can be applied to pay their obligation. 63
The issues for this Court's resolution are:
First, whether or not respondents Spouses Germil and Rebecca Javier can invoke their right to suspend the payment of rent under Article of the Civil Code; and
Second, whether or not the &#;78, initial payment can be used to offset Spouses Germil and Rebecca Javier's accrued rent.
I
A contract of lease is a "consensual, bilateral, onerous and commutative contract by which the owner temporarily grants the use of his property 1to another who undertakes to pay rent therefor."64
Article of the Civil Code allows a lessee to postpone the payment I of rent if the lessor fails to either (1) "make the necessary repairs" on the property or (2) "maintain the lessee in peaceful and adequate enjoyment of the property leased." This provision implements the obligation imposed on lessors under Article (3) of the Civil Code
The failure to maintain the lessee in the peaceful and adequate enjoyment of the property leased does not contemplate all acts of disturbance Lessees may suspend the payment of rent under Article of the Civil Code only if their legal possession is disrupted In Goldstein v. Roces:68
Nobody has in any manner disputed, objected to, or placed any difficulties in the way of plaintiff's peaceful enjoyment, or his quiet and pe4ceable possession of the floor he occupies. The lessors, therefore, have not failed to maintain him in the peaceful enjoyment of the floor leased to him and he continues to enjoy this status without the slightest change, without the least opposition on the part of any one. That there was a disturbance of the peace or order in which he maintained his things in the leased story does not mean that he lost the peaceful enjoyment of the thing rented The peace would likewise have been disturbed or lost had some tenant of the Hotel de Francia, living above the floor leased by plaintiff, continually poured water on the latter's bar and sprinkled his bar-tender and his customers and tarnished his furniture; or had some gay patrons of the hotel gone down into his saloon and broken his crockery or glassware, or stunned him with deafening noises. Numerous examples could be given to show how the lessee might fail peacefully to enjoy the floor leased by him, in all of which cases he wo[u]ld, of course, have a right of action for the recovery of damages from those who disturbed his peace, but he would have no action against the lessor to compel the latter to maintain him in his peaceful enjoyment of the thing rented The lessor can do nothing, nor is it incumbent upon him to do anything, in the examples or cases mentioned, to restore his lessees peace.
. . . .
True it is that, pursuant to paragraph 3, of article , the lessor must maintain the lessee in the peaceful enjoyment of the lease during all of the time covered by the contract, and that, in consequence thereof, he is obliged to remove such obstacles as impede said enjoyment; but, as in warranty in a case of eviction (to which doctrine the one we are now examining is very similar, since it is necessary, as we have explained, that the cause of eviction be in a certain manner imputable to the vendor, which must be understood as saying that it must be prior to the sale), the obstacles to enjoyment which the lessor must remove are those that in some manner or other cast doubt upon the right by virtue of which the lessor himself executed the lease and, strictly speaking, it is this right that the lessor should guarantee to the lessee.69 (Citations omitted, emphasis supplied)
The principle in Goldstein was reiterated in Chua Tee Dee v. Court of Appeal s.70
In Chua Tee Dee, the lease contract stated that the lessor was obliged to "maintain the [lessee] in the quiet peaceful possession and enjoyment of the leased premises during the effectivity of the lease."71 The lessees were harassed by claimants of the leased property. Hence, the lessee withheld rental payments for the lessor's failure to comply with his contractual obligation
Citing Goldstein, this Court in Chua Tee Dee struck down the lessee's argument and held that "[t]he duty 'to maintain the lessee in the peaceful and adequate enjoyment of the lease for the duration of the contract' mentioned in 446o. 3 of [Article ] is merely a warranty that the lessee shall not be disturbed in his legal, and not physical, possession." Furthermore, this Court found that there was no disturbance in the lessee's legal possession because her right to possess the property was neither questioned nor raised as an issue in any legal proceeding. Hence, she was not entitled to suspend the payment of rent. 73
In this case, the disconnection of electrical service over the leased premises on May 14, 74 was not just an act of physical disturbance but one that is meant to remove respondents from the leased premises and disturb their legal possession as lessees. Ordinarily, this would have entitled respondents to invoke the right accorded by Article of the Civil Code.
However, this rule will not apply in the present case because the lease had already expired when petitioner requested for the temporary disconnection of electrical service. Petitioner demanded respondents to vacate the premises by May 30, Instead of surrendering the premises to petitioner, respondents unlawfully withheld possession of the property. Respondents continued to stay in the premises until they moved to their new residence on September 26, 76 At that point, petitioner was no longer obligated to maintain respondents in the "peaceful and adequate enjoyment of the lease for the entire duration of the contract."77 Therefore, respondents cannot use the disconnection of electrical service as justification to suspend the payment of rent.
Assuming that respondents were entitled to invoke their right under Article of the Civil Code, this does exonerate them from their obligation under Article of the Civil Code "to pay the price of the lease according to the terms stipulated."78 Lessees who exercise their right under Article of the Civil Code are not freed from the obligations imposed by law or contract.
Moreover, respondents' obligation to pay rent was not extinguished when they transferred to their new residence. Respondents are liable for a reasonable amount of rent for the use and continued occupation of the property upon the expiration of the lease. To hold otherwise would unjustly enrich respondents at petitioner's expense.
II
Respondents admit their liability to pay accrued rent for the continued use and possession of the property. However, they take exception to the proper treatment of the &#;78, initial payment. Throughout the proceedings, respondents insist that this amount was intended as advanced rent. Hence, it can be used to offset their obligation
Respondents' argument is unmeritorious.
The &#;78, initial payment cannot be characterized as advanced rent. First, records show that respondents continued to pay monthly rent until February despite having delivered the &#;78, to petitioner on separate dates in 80 Second, as observed by the Metropolitan Trial Court, respondents indicated in the receipt that the &#;78, was initial payment or goodwill money. They could have easily stated in the receipt that the &#;78, was advanced rent instead of denominating it as "initial payment or goodwill money." Respondents even proposed that the initial payment be used to offset their accrued rent. 81
Both the Metropolitan Trial Court and the Regional Trial Court rejected respondents' assertion that the &#;78, was advanced rent and characterized it as earnest money. 82
Under Article of the Civil Code, whenever earnest money is given in a contract of sale, 83 it shall be considered as "proof of the perfection of the contract."84 However, this is a disputable presumption, which prevails in the absence of contrary evidence. The delivery of earnest money is not conclusive proof that a contract of sale exists
The existence of a contract of sale depends upon the concurrence of the following elements: (1) consent or meeting of the minds; (2) a determinate subject matter; and (3) price certain in money or its equivalent The defining characteristic of a contract of sale is the seller's obligation to transfer ownership of and deliver the subject matter of the contract. Without this essential feature, a contract cannot be regarded as a sale although it may have been denominated as such. 87
In a contract of sale, title to the property passes to the buyer upon delivery of the thing sold. In contrast, in a contract to sell, ownership does not pass to the prospective buyer until full payment of the purchase price. The title of the property remains with the prospective seller. 88
In a contract of sale, the non-payment of the purchase price is a resolutory condition that entitles the seller to rescind the sale In a contract to sell, the payment of the purchase price is a positive suspensive condition that gives rise to the prospective seller's obligation to convey title However, non-payment is not a breach of contract but "an event that prevents the obligation of the vendor to convey title from becoming effective."91 The contract would be deemed terminated or cancelled, and92 the parties stand "as if the conditional obligation had never existed."93
Based on the evidence on record, petitioner and respondents executed a contract to sell, not a contract of sale. Petitioner reserved ownership of the property and deferred the execution of a deed of sale until receipt of the full purchase price. In her Letter dated March 4, , petitioner stated:
It was our understanding that pending your purchase of the property you will rent the same for the sum of &#;10, monthly. With our expectation that you will be able to purchase the property during , we did not offer the property for sale to third parties. We even gave you an extension verbally for another twelve months or the entire year of within which we could finalize the sale agreement and for you to deliver to us the amount of &#; Million, the agreed selling price of the property. However, to this date, we are not certain whether or not you have the capacity to purchase the property. The earnest money of &#;, that we initially agreed upon only reached &#;78, as of date accumulated through several installments during It is not our intention to wait for a long time to dispose the property since you are very much aware of the situation of my mother (Emphasis supplied)
In this case, since respondents failed to deliver the purchase price at the end of , the contract to sell was deemed cancelled. The contract's cancellation entitles petitioner to retain the earnest money given by respondents.
Earnest money, under Article of the Civil Code, is ordinarily given in a perfected contract of sale. 95 However, earnest money may also be given in a contract to sell.
In a contract to sell, earnest money is generally intended to compensate the seller for the opportunity cost of not looking for any other buyers. It is a show of commitment on the part of the party who intimates his or her willingness to go through with the sale after a specified period or upon compliance with the conditions stated in the contract to sell.
Opportunity cost is defined as "the cost of the foregone alternative."96 In a potential sale, the seller reserves the property for a potential buyer and foregoes the alternative of searching for other offers. This Court in Philippine National Bank v. Court of Appeals97 construed earnest money given in a contract to sell as "consideration for [seller's] promise to reserve the subject property for [the buyer]."98 The seller, "in excluding all other prospective buyers from bidding for the subject property [has given] up what may have been more lucrative offers or better deals."99
Earnest money, therefore, is paid for the seller's benefit. It is part of the purchase price while at the same time proof of commitment by the potential buyer.1âwphi1 Absent proof of a clear agreement to the contrary, it is intended to be forfeited if the sale does not happen without the seller's fault. The potential buyer bears the burden of proving that the earnest money was intended other than as part of the purchase price and to be forfeited if the sale does not occur without the fault of the seller. Respondents were unable to discharge this burden.
There is no unjust enrichment on the part of the seller should the initial payment be deemed forfeited. After all, the owner could have found other offers or a better deal. The earnest money given by respondents is the cost of holding this search in abeyance.
This Court notes that respondents were even unable to meet their own promise to pay the full amount of the earnest money. Of the &#;, that respondents committed to pay, only &#;78, was received in irregular tranches. To rule that the partial earnest money should even be returned is both inequitable and would have dire repercussions as aprecedent.
Although petitioner offered to return the earnest money to respondents, it was conditioned upon the sale of the property to another buyer Petitioner cannot be said to have expressly waived her right to retain the earnest money. Petitioner's offer was even rejected by respondents, who proposed that the earnest money be applied instead to their unpaid rent.
Therefore, respondents' unpaid rent amounting to &#;84, cannot be offset by the earnest money. However, it should be reduced by respondents' advanced deposit of &#;30, As found by the Regional Trial Court, petitioner failed to establish that respondents' advanced deposit had already been consumed or deducted from respondents' unpaid rent.
WHEREFORE, the Petition for Review is GRANTED. The January 13, Decision and September 17, Resolution of the Court of Appeals in CA-G.R. SP No. are REVERSED and SET ASIDE. Respondents Spouses Germil and Rebecca Javier are ordered to pay petitioner Vanessa N. Racelis the sum of &#;54,, representing accrued rentals, with interest at the rate of six percent (6%) per annum from the date of the finality of this judgment until fully paid.
SO ORDERED.
MARVIC M.V.F. LEONEN
Associate Justice
WE CONCUR:
PRESBITERO J. VELASCO, JR.
Associate Justice
Chairperson
| LUCAS P. BERSAMIN Associate Justice | (On Official Leave) SAMUEL R. MARTIRES Associate Justice |
ALEXANDER G. GESMUNDO
Associate Justice
A T T E S T A T I O N
I attest that the conclusions in the above Decisionhad been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.
PRESBITERO J. VELASCO, JR.
Associate Justice
Chairperson, Third Division
C E R T I F I C A T I O N
Pursuant to the Section 13, Article VIII of the Constitution and the Division Chairperson’s Attestation, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.
MARIA LOURDES P.A. SERENO
Chief Justice
Footnotes
The Lawphil Project - Arellano Law Foundation
EARNEST MONEY RECEIPT AGREEMENT
Received from (Name of Buyer) with postal address at ( Address), the sum of (Amount in Words) (P ,) covered by ABC Bank, check # dated January 1, 20__ representing EARNEST MONEY for payment of a Two-Story house and lot located at (Address of Property) covered by T.C.T. No. T.
This EARNEST MONEY forms part of the purchase price of (Amount in words) (P 0,,). The balance and full payment shall be paid on or before __________________.
The BUYER hereby reserves the exclusive right to purchase the aforementioned property and the SELLER cannot offer the aforementioned property to any third party until _____________________.
Upon full payment, the SELLER shall execute a DEED OF ABSOLUTE SALE in favor of the BUYER, conveying the subject property with full warranty of a legal and valid title as provided by law, free and clear from any liens and encumbrances.
Upon execution of the DEED OF ABSOLUTE SALE, the SELLER shall undertake the payment of the Capital Gains Tax. The BUYER shall shoulder the payment of the Documentary Stamps Tax, Transfer Tax, Registration Fee and all other expenses to transfer the title of the property under his name.
In case of voluntary cancellation of this agreement by the BUYER without any cause on the part of the SELLER or if the BUYER fails to comply with his obligations mentioned, then the SELLER shall have the right to terminate this agreement in which case the EARNEST MONEY in the amount of (Amount in words) (P ,) shall be forfeited in favor of the SELLER as liquidated damages.
January 1, 20_____
(SELLER) (BUYER)
Signature over Printed Name Signature over Printed Name
Q&#;A: What Is Earnest Money in Real Estate Transactions?
Often compared to a reservation fee, earnest money serves as a way to show serious interest in a property for sale and make a partial payment toward it
When purchasing a home, especially for the first time, the financials involved can get a little confusing. Between down-payments and reservation fees, it can indeed be a bit of a challenge to know which you need over the other, if you will have to accommodate all, or if they are all one and the same.
Not often used in Philippine real estate, earnest money is one of these payments. While not the same as a down-payment, it is just as important in the homebuying process. In this edition of Lamudi Q&A, we discuss exactly what it is and how it applies in real estate.
Q: What Is Earnest Money?
A: Earnest money is defined as a payment made by a buyer to a seller to demonstrate serious interest in a property for sale. Entering an earnest money into the contract all but finalizes the transaction; it essentially puts the property on hold until all terms and conditions agreed upon by both seller and buyer are met. Earnest money is often given by a buyer while he or she seeks or applies for financing to pay the remaining balance for the property, as well as to put it on hold while it is subjected to due diligence. Also known as a good faith deposit, earnest money is put down by a buyer before closing on a house to show his/her seriousness about purchasing the property.
As Glennis Nitafan, experienced real estate broker and owner of Glennis Nitafan Investments, shares: “Earnest money is often needed to firm up buyers’ offers, for without it, there is nothing to stop them from submitting offers on multiple properties or from just walking away from a contract days or weeks after it’s been accepted and the seller has taken their property off the market. Sellers want and need to know that a buyer is serious about the offer on their property.”
Being Similar to a Reservation Fee, It Constitutes Part of the Purchase Price
Earnest money is comparable to a reservation fee, but the latter applies to the purchase of pre-selling projects, while the former is usually for properties on the secondary or resale market. Like down-payment, earnest money is allocated toward the purchase price. Per Article of the Philippines Civil Code: Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract.
Payment and Acceptance of Earnest MoneyGives Rise to a Consummated Contract of Sale
Due to the property being pulled out of the market by the seller after receiving earnest money, a forfeiture clause is often included in the contract stipulating that a portion or the entire payment will be forfeited in case the transaction is cancelled by the buyer. Similarly, a penalty will also be charged on a mutually agreed upon amount in favor of the buyer if it is the seller who cancels.
According to Robert Sarmiento, licensed broker and owner of Robert G. Sarmiento Properties: “Once a seller and a buyer sign an earnest money agreement of contract to sell, they are legally bound to sell and purchase the property in question in accordance with the terms set forth in the agreement. Earnest money agreement terms involve the property in question, the type of deed, price and terms of payment and also designate an earnest money deposit amount to be paid by the buyer to secure the sale.”
How Much Earnest Money Should Be Paid by a Serious Buyer?
While a larger earnest money offer stands out from other offers made by competitors for the same property for sale, it must be kept in mind that earnest money can be as little as a seller is willing to accept, and as much as a buyer is willing to offer. Earnest money can range from as little as a percent of the property’s selling price to as much as 5 percent. However, there is really no fixed amount or percentage that is generally used, and it really depends on both parties to set and agree on the amount and other terms.
Nitafan shares: “Generally speaking, 1 percent of the offer price is considered a reasonable amount. But like anything in Philippine real estate, there are no hard and fast rules. I’ve seen offers written with as little as Php1, earnest money and as much as % of the sales price. That Php1, was the money of the client in his wallet as he needed time to withdraw from his bank and there were two of them wanting the same property for the same price and terms.”
“There’s nothing to be afraid of with earnest money. If you are serious about purchasing a home, you need to indicate to the seller you are serious. That’s why a seller wants to see that you can get a loan, that you aren’t “fishing” with multiple offers, and that you aren’t going to back out at the last minute. A reasonable earnest money deposit helps reassure the seller you are serious about buying their home.”
Main image via Deposit Photos
The earnest money deposit is similar to a down payment, and forms a part of the total purchase price for the real estate.
The earnest money receipt form is a helpful took for any title company, escrow agent, real estate broker or other professional who manages real estate contract details. The form includes fields for important details about the buyer and seller and the amount of the purchase price and the earnest money check. Once the receipt is completed, it best money making method runescape 2022 be emailed to both parties for their records.
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Philippine Supreme Court Jurisprudence
The records disclose the following antecedent facts which culminated in the present appellate review, to wit:chanroblesvirtuallawlibrary
1. Herein private respondents and their brothers, Jose and Dominador Jimenez, were the registered co-owners of a parcel of land consisting of 17, square meters, covered by Transfer Certificate of Title (TCT) No.2 situated in Barrio Culasi, Las Piñas, Metro Manila.
2. On July 28,Jose and Dominador Jimenez sold their share consisting of one-half of said parcel of land, specifically the eastern portion thereof, to herein petitioner pursuant to a "Kasulatan sa Bilihan ng Lupa." 3 Subsequently, a "Confirmatory Extrajudicial Partition Agreement" 4 was executed by the Jimenezes, wherein the eastern portion of the subject lot, with an area of in which situation would a savings account be the best investment to earn interest?, square meters was adjudicated to Jose and Dominador Jimenez, while the western portion was allocated to herein private respondents.
3. Thereafter, herein petitioner expressed interest in buying the western portion of the property from private respondents. Accordingly, on November 25,an "Exclusive Option to Purchase" 5 was executed between petitioner and private respondents, under the following terms and conditions:jgc:www.oldyorkcellars.com
"1. The selling price of said 8, square meters of the subject property is TWO MILLION EIGHT HUNDRED FIFTY SIX THOUSAND ONE HUNDRED FIFTY PESOS ONLY (P2,);
2. The sum of P50, which we received from ADELFA PROPERTIES, INC., as an option money shall be credited as partial payment upon the consummation of the sale and the balance in the sum of TWO MILLION EIGHT HUNDRED SIX THOUSAND ONE HUNDRED FIFTY PESOS (P2,) to be paid on or before November 30, ;
3. In case of default on the part of Earnest money contract philippines PROPERTIES, INC, earnest money contract philippines. to pay said balance in accordance with paragraph 2 hereof, this option shall be cancelled and 50% of the option money to be forfeited in our favor and we will refund the remaining 50% of said money upon the sale of said property to a third party;
4. All expenses including the corresponding capital gains tax, cost of documentary stamps are for the account of the VENDORS, and expenses for the registration of the deed of sale in the Registry of Deeds are for the account of ADELFA PROPERTIES, INC."cralaw virtua1aw library
Considering, however, that the owner’s copy of the certificate of title issued to respondent Salud Jimenez had been lost, a petition for the re-issuance of a new owner’s copy of said certificate of title was filed in court through Atty. Bayani L. Bernardo, who acted as private respondents’ counsel. Eventually, a new owner’s copy of the certificate of title was issued but it remained in the possession of Atty. Bernardo until he turned it over to petitioner Adelfa Properties, www.oldyorkcellars.comblesvirtuallawlibrary
4. Before petitioner could make payment, it received summons 6 on November 29,together with a copy of a earnest money contract philippines filed by the nephews and nieces of private respondents against the latter, Jose and Dominador Jimenez, and herein petitioner in the Regional Trial Court of Makati, docketed as Civil Case No.for annulment of earnest money contract philippines deed of sale in favor of Household Corporation and recovery of ownership of the property covered by TCT No. 7
5. As a consequence, in a letter dated November 29,petitioner informed private respondents that it would hold payment of the full purchase price and suggested that private respondents settle the case with their nephews and nieces, adding that.". . if possible, although November 30, is a holiday, we will be waiting for you and said plaintiffs at our office up to p.m." 8 Another letter of the same tenor and of even date was sent by petitioner to Jose and Dominador Jimenez. 9 Respondent Salud Jimenez refused to heed the suggestion of petitioner and attributed the suspension of payment of the purchase price to "lack of word of honor."cralaw virtua1aw library
6. On December 7,petitioner caused to be annotated on the title of the lot its option contract with private respondents, and its contract of sale with Jose and Dominador Jimenez, as Entry No, earnest money contract philippines. and entry No.respectively.
7. On December 14,private respondents sent Francisca Jimenez to see Atty. Bernardo, in his capacity as petitioner’s counsel, and to inform the latter that they were cancelling the transaction. In turn, Atty. Bernardo offered to pay the purchase price provided that P, be deducted therefrom for the settlement of the civil case. This was rejected by private respondents. On December 22,Bitcoin investors forum 18. Bernardo wrote private respondents on the same matter but this time reducing the amount from P, to P, and this was also rejected by the latter.
8. On February 23,the Regional Trial Court of Makati dismissed Civil Case No. Earnest money contract philippines, on February 28,petitioner caused to be annotated anew on TCT No. the exclusive option to purchase as Entry No.
9. On the same day, February 28,private respondents executed a Deed of Conditional Sale 10 in favor of Emylene Chua over the same parcel of land for P3,, of which P1, was paid to private respondents on said date, with the balance to be paid upon the transfer of title to the specified one-half www.oldyorkcellars.combles law library
On April 16,Atty. Bernardo wrote private respondents informing the latter that in view of the dismissal of the case against them, petitioner was willing to pay the purchase price, and he requested that the corresponding deed of absolute sale be executed. 11 This was ignored by private www.oldyorkcellars.comblesvirtuallawlibrary
On July 27,private respondents’ counsel sent a letter to petitioner enclosing therein a check for P25, representing the refund of fifty percent of the option money paid under the exclusive option to purchase. Private respondents then requested petitioner to return the owner’s duplicate copy of the certificate of title of respondent Salud Jimenez. 12 Petitioner failed to surrender the certificate of title, hence private respondents filed Civil Case No. in the Regional Trial Court of Pasay City, Branchfor annulment of contract with damages, praying, among others, that the exclusive option to purchase be declared null and void; that defendant, herein petitioner, be ordered to return the owner’s duplicate certificate of title; and that the annotation of the option contract on TCT No. be cancelled. Emylene Chua, the subsequent purchaser of the lot, filed a complaint earnest money contract philippines intervention.
The trial court rendered judgment 13 therein on September 5, holding that the agreement entered into by the parties was merely an option contract, and declaring that the suspension of payment by herein petitioner constituted a counter-offer which, therefore, was tantamount to a rejection of the option. It likewise ruled that herein petitioner could not validly suspend payment in favor of private respondents on the ground that the vindicatory action filed by the latter’s kin did not involve the western earnest money contract philippines of the land covered by the contract between petitioner and private respondents, but the eastern portion thereof which was the subject of the sale between petitioner and the brothers Jose and Dominador Jimenez. The trial court then directed the cancellation of the exclusive option to purchase, declared the sale to intervenor Emylene Chua as valid and binding, and ordered petitioner to pay damages and attorney’s fees to private respondents, with www.oldyorkcellars.combles law library : red
On appeal, respondent Court of appeals affirmed in toto the decision of the court a quo and held that the failure of petitioner to pay the purchase price within the period agreed upon was tantamount to an election by petitioner not to buy the property; that the suspension of payment constituted an imposition of a condition which was actually a counter-offer amounting to a rejection of the option; and that Article of the Civil Code on suspension of payments applies only to a contract of sale or a contract to sell, but not to an option contract which it opined was the nature of the document subject of the case at bar. Said appellate court similarly upheld the validity of the deed of conditional sale executed by private respondents in favor of intervenor Emylene Chua.
In the present petition, the following assignment of errors are raised:chanrob1es virtual 1aw library
1. Respondent court of appeals acted with grave abuse of discretion in making its finding that the agreement entered into by petitioner and private respondents was strictly an option contract;
2. Granting arguendo that the agreement was an option contract, earnest money contract philippines, respondent court of Appeals acted with grave abuse of discretion in grievously failing to consider that while the option period had not lapsed, private respondents could not unilaterally and prematurely terminate the option period;
3. Respondent Court of Appeals acted with grave abuse of discretion in earnest money contract philippines to appreciate fully the attendant facts and circumstances when it made the conclusion of law that Article does not apply; and
4. Respondent Court of Appeals acted with grave abuse of discretion in conforming with the sale in favor of appellee Ma. Emylene Chua and the award of damages and attorney’s fees which are not only excessive, but also without bases in fact and in law. 14
An analysis of the facts obtaining in this case, as well as the evidence presented by the parties, irresistibly leads to the conclusion that the agreement between the parties is a contract to sell, and not an option contract or a contract of sale.
I
1. In view of the extended disquisition thereon by respondent court, it would be worthwhile at this juncture to briefly discourse on the rationale behind our treatment of the alleged option contract as a contract to sell, earnest money contract philippines, rather than a contract of sale. The bitcoin investir 5 de between the two is important for in contract of sale, the title passes to the vendee upon the delivery of the thing sold; whereas in a contract to sell, by agreement the ownership is reserved in the vendor and is not to pass until the full payment of the price. In a contract of sale, the vendor has lost and cannot recover ownership until and unless the contract is resolved or rescinded; whereas in a contract to sell, title is retained by the vendor until the full payment of the price, such payment being a positive suspensive condition and failure of which is not a breach but an event that prevents the obligation of the vendor to convey title from becoming effective. Thus, a deed of sale is considered absolute in nature where there is neither a stipulation in the deed that title to the property sold veel geld verdienen gta 5 story mode reserved in the seller until the full payment of the price, nor one giving the vendor the right to unilaterally resolve the contract the moment the buyer fails to pay within a fixed period. 15
There are two features which convince us that the parties earnest money contract philippines intended to transfer ownership to petitioner except upon the full payment of the purchase price. Firstly, the exclusive option to purchase, although it provided for automatic rescission of the contract and partial forfeiture of the amount already paid in case of default, does not mention that petitioner is obliged to earnest money contract philippines possession or ownership of the property as a consequence of non-payment, earnest money contract philippines. There is no stipulation anent reversion or reconveyance of the property to herein private respondents in the event that petitioner does not comply with its obligation. Earnest money contract philippines the absence of such a stipulation, although there is a provision on the remedies available to the parties in case of breach, earnest money contract philippines may legally be inferred that the parties never intended to transfer ownership to the petitioner to completion of payment of the purchase www.oldyorkcellars.comblesvirtuallawlibrary
In effect, there was an implied agreement that ownership shall not pass to the purchaser until he had fully paid the price. Article of the Civil Code does not require that such a stipulation be expressly made. Consequently, an implied stipulation to that effect is considered valid and, therefore, binding and enforceable between the parties. It should be noted that under the law and jurisprudence, a contract which contains this kind of stipulation is considered a contract to sell.
Moreover, that the parties really intended to execute a contract to sell, and not a contract of sale, is bolstered by the fact that the deed of absolute sale would have been issued only upon the payment of the balance of the purchase price, as may be gleaned from petitioner’s letter dated April 16, 16 wherein it informed private respondents that it "is now ready and what is the safest investment for seniors to pay you simultaneously with the execution of the corresponding deed of absolute sale."cralaw virtua1aw library
Secondly, it has not been shown that there was delivery of the property, actual or constructive, made to herein petitioner. The exclusive option to purchase is not contained in a public instrument the execution of which would have been considered equivalent to delivery. 17 Neither did petitioner take actual, physical possession of the property at any given time. It is true that after the reconstitution of private respondents’ certificate of title, it remained in the possession of petitioner’s counsel, Atty. Bayani L. Bernardo, who thereafter delivered the same to herein petitioner. Normally, under the law, such possession by the vendee is to be understood as a delivery. 18 However, private respondents explained that there was really no intention on their part to deliver the title to herein petitioner with the purpose of transferring ownership to it. They claim that Atty. Bernardo had possession of the title only because he was their earnest money contract philippines in the petition for reconstitution. We have no reason not to believe this explanation of private respondents, aside from the fact that such contention was never make money fast working from home or contradicted by petitioner.
2. Irrefragably, the controverted document should legally be considered as a perfected contract to sell. On this particular point, therefore, we reject the position and ratiocination of respondent Court of Appeals which, while awarding the correct relief to private respondents, categorized the instrument as "strictly ways of making money online uk option contract."cralaw virtua1aw library
The important task in contract interpretation is always the ascertainment of the intention of the contracting parties and that task is, of course, to be discharged by looking to the words they used to project that intention in their contract, all the words not just a particular word or two, and words in context not words standing alone. 19 Moreover, judging from the subsequent acts of the parties which will hereinafter be discussed, it is undeniable that the intention of the parties was to enter into a contract to sell. 20 In addition, the title of a contract does not necessarily determine its true nature. 21 Hence, the fact that the how to make a paper money cake under discussion is entitled "Exclusive Option to Purchase" is not controlling where the text thereof shows that it is a contract to www.oldyorkcellars.comblesvirtuallawlibrary
An option, as used in the law on sales, is a continuing offer or contract by which the owner stipulates with another that the latter shall have the right to earnest money contract philippines the property at a fixed price within a certain time, or under, or in compliance with, certain terms and conditions, earnest money contract philippines, or which gives to the owner of the property the right to sell or demand a sale. It is also sometimes called an "unaccepted offer." An option is not of itself a purchase, but merely secures the privilege to buy. 22 It is not a sale of property but a sale of the right to purchase. 23 It is simply a contract by which the owner of property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time. He does not sell his land; he does not then agree to sell it; but he does sell something, that is, the right or privilege to buy at the election or option of the other party. 24 Its distinguishing characteristic is that it imposes no binding obligation on the person holding the option, earnest money contract philippines, aside from the consideration for the offer. Until acceptance, earnest money contract philippines, it is earnest money contract philippines, properly speaking, a contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right in the subject matter, but is merely a contract by which the owner of property gives the optionee the right or privilege of accepting the offer and buying the property on certain termscralaw:red
On the other hand, a contract, like a contract to sell, involves a meeting of minds between two persons whereby one binds himself, with respect to the other, to money makes the world go round do you love me something or to render some service. 26 Contracts, in general, are perfected by mere consent, 27 which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. 28
The where to buy puts on bitcoin between an "option" and a contract of sale is that an option is an unaccepted offer. It states the terms and conditions on which the owner is willing to sell his land, if the earnest money contract philippines elects to accept them within the time limited. If earnest money contract philippines holder does so elect, he must give notice to the other party, and the accepted offer thereupon becomes a valid and binding contract. If an acceptance is not made within the time fixed, the owner is no longer bound by his offer, and the option is at an end. A contract of sale, on the other hand, fixes definitely the relative rights and obligations of both parties at the time of its execution. The offer and the acceptance are concurrent, since the minds of the contracting parties meet in the terms of the agreement. 29
A perusal of the contract in this case, as well as the oral and documentary evidence presented by the parties, readily shows that there is indeed a concurrence of petitioner’s offer to buy and private respondents’ acceptance thereof. The rule is that except where a formal acceptance is so required, earnest money contract philippines the acceptance must be affirmatively and clearly made and must be evidenced by some acts or conduct communicated to the offeror, it may be made either in a formal or an informal manner, and may be shown by acts, conduct, or words of the accepting party that clearly manifest a present intention or determination to accept the offer to buy or sell. Thus, acceptance may be shown by the acts, conduct, or words of a earnest money contract philippines recognizing the existence of the contract of sale. 30
The records also show that private respondents accepted the offer of petitioner to buy their property under the terms of their contract. At the time petitioner made its offer, private respondents suggested that their transfer certificate of title be first reconstituted, to which petitioner agreed. As a matter of fact, it was petitioner’s counsel, Atty. Bayani L. Bernardo, who assisted private respondents in filing a petition for reconstitution. After the title was reconstituted, the parties agreed that petitioner would pay either in cash or manager’s check the amount of P2, for the lot. Petitioner was supposed to pay the same on November 25,but it later offered to make a down payment of P50, with the balance of P2, to be paid on or before November 30, Private respondents agreed to the counter-offer made by petitioner. 31 As a result, the so-called exclusive option to purchase was prepared by petitioner and was subsequently signed by private respondents, thereby creating a perfected contract to sell between www.oldyorkcellars.comblesvirtuallawlibrary
It cannot be gainsaid that the offer to buy a specific piece of land was definite and certain, while the acceptance thereof was absolute and without any condition or qualification. The agreement as to the object, the price of the property, and the terms of payment was clear and well-defined. No other significance could be given to such acts that than that they were meant to finalize and perfect the transaction. The parties even went beyond the basic requirements of the law by stipulating that "all expenses including the corresponding capital gains tax, cost of documentary stamps are for the account of the vendors, and expenses for the registration of the deed of sale in the Registry of Deeds are for the account of Adelfa Properties, Inc." Hence, there was nothing left to be done except the performance of the respective obligations of the parties.
We do not subscribe to private respondents’ submission, which was upheld by both the trial court and respondent Court of Appeals, that the offer of petitioner to deduct P, (later reduced to P,) from the purchase price for the settlement of the civil case was tantamount to a counter-offer. It must be stressed that there already existed a perfected contract between the parties at the time the alleged counter-offer was made. Thus, any new offer by a party becomes binding only when it is accepted by the other. In the case of private respondents, they actually refused to concur in said offer of petitioner, by reason of which the original terms of the contract continued to be www.oldyorkcellars.com : virtual law library
At any rate, the same cannot be considered a counter-offer for the simple reason that petitioner’s sole purpose was to settle the civil case in order that it could already comply with its obligation. In fact, it was even indicative of a desire by petitioner to immediately comply therewith, except that it was being prevented from doing so because of the filing of the civil case which, it believed in good faith, rendered compliance improbable at that time. In addition, earnest money contract philippines, no inference can be drawn from that suggestion given by petitioner that it was totally abandoning the original contract.
More importantly, it will be noted that the failure of petitioner to pay the balance of the purchase price within the agreed period was attributed by private respondents to "lack of word of honor" on the part of the former. The reason of "lack of word of honor" is to us a clear indication that private respondents considered petitioner already bound by its obligation to pay the balance of the consideration. In effect, private respondents were demanding or exacting fulfillment of the obligation from herein petitioner. With the arrival of the period agreed upon by the parties, petitioner was supposed to comply with the obligation incumbent upon it to perform, not merely to exercise an option or a right to buy the property.
The obligation of petitioner on November 30, consisted of an obligation to give something, that is, the payment of the purchase price. The contract did not simply give petitioner the discretion to pay for the property. 32 It will be noted that there is nothing in the said contract to show that petitioner was merely given a certain period within which to exercise its privilege to buy. The earnest money contract philippines period was intended to give time to herein petitioner within which to fulfill and comply with its obligation, that is, to pay the balance of the purchase price. No evidence was presented by private respondents to prove www.oldyorkcellars.comblesvirtuallawlibrary
The test in determining whether a contract is a "contract of sale or purchase" or a mere "option" is whether or not the agreement could be specifically enforced. 33 There is no doubt that the obligation of petitioner to pay the purchase price is specific, definite and certain, and consequently binding and enforceable. Had private respondents chosen to enforce the contract, they could have specifically compelled petitioner to pay the balance of P2, This is distinctly made manifest in the earnest money contract philippines itself as an integral stipulation, compliance with which could legally and definitely be demanded from petitioner as a consequence.
This is not a case where no right is as yet created nor an obligation declared, as where something further remains to be done before the buyer and seller obligate themselves. 34 An agreement is only an "option" when no obligation rests on the party to make any payment except such as may be agreed on between the parties as consideration to support the option until he has made up his mind within the time specified. 35 An option, and not a contract to purchase, is effected by an agreement to sell real estate for payments to be made within specified time and providing for forfeiture of money paid upon failure to make payment, where the purchaser does not agree to purchase, to make payment, earnest money contract philippines, or to bind himself in any way other than the forfeiture of the payments made. 36 As hereinbefore discussed, earnest money contract philippines, this is not the earnest money contract philippines obtaining in the case at bar.
While there is jurisprudence to the effect that a contract which provides that the initial payment shall be totally forfeited in case of default in payment is to be considered as an option contract, 37 still we are not inclined to conform with the findings of respondent court and the court a quo that the contract executed between the parties is an option contract, for the reason that the parties were already contemplating the payment of the balance of the purchase price, and were not merely quoting an agreed value for the property. The term "balance," connotes a remainder or something remaining from the original total sum already agreed www.oldyorkcellars.comblesvirtuallawlibrary
In other words, the alleged option money of Lets make lots of money, was actually earnest money which was intended to form part of the purchase price. The amount of P50, was not distinct from the cause or consideration for the sale of the property, but was itself a part thereof. It is a statutory rule that whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract. 38 It constitutes an advance payment and must, therefore, be deducted from the total price. Also, earnest money is given by the buyer to the seller to bind the bargain.
There are clear distinctions between earnest money and option money, viz.: (a) earnest money is part of the purchase price, while option money is the money given as a distinct consideration for an option contract; (b) earnest money is given only where there is already a sale, while option money applies to a sale not yet perfected; and (c) when earnest money is given, the buyer is bound to pay the balance, while when the would-be buyer gives option money, he is not required to buy. 39
The aforequoted characteristics of earnest money are apparent in the so-called option contract under review, even though it was called "option money" by the parties. In addition, private respondents failed to show that the payment of the balance of the purchase price was only a condition precedent to the acceptance of the offer or to the exercise of the right to buy. On the contrary, it has been sufficiently established that such payment was but an element of the performance of petitioner’s obligation under the contract to sell. 40
II
1. This brings us to the second issue as to whether or not there was valid suspension of payment of the purchase price by petitioner and the legal consequences thereof. To justify its failure to pay the purchase price within the agreed period, petitioner invokes Article of the Civil Code which provides:jgc:www.oldyorkcellars.com
"ART, earnest money contract philippines. Should the vendee be disturbed in the possession or ownership of the thing acquired, or should he have reasonable grounds to fear such disturbance, by a vindicatory action or a foreclosure of mortgage, he may suspend the payment of the price until the vendor has caused the disturbance or danger to cease, unless the latter gives security for the return of the price in a proper case, or it has been stipulated that, notwithstanding any such contingency, the vendee shall be bound to money earning ways in sri lanka the payment. A mere act of trespass shall not authorize the suspension of the payment of the price." chanroblesvirtuallawlibrary
Respondent court refused to apply the aforequoted provision of law on the erroneous assumption that the true agreement between the parties was a contract of option. As we have hereinbefore discussed, it was not an option contract but a perfected contract to sell. Verily, therefore, Article would properly www.oldyorkcellars.combles lawlibrary : rednad
Both lower courts, however, are in accord that since Civil Case No. filed against earnest money contract philippines parties herein involved only the eastern half of the land subject of the deed of sale between petitioner and the Jimenez brothers, it did not, therefore, have any adverse effect on private respondents’ title and ownership over the western half of the land which is covered by the contract subject of the present case. We have gone over the complaint earnest money contract philippines recovery of ownership filed in said case 41 and we are not persuaded by the factual findings made by said courts. At a glance, it is easily discernible that, although the complaint prayed for the annulment only of the contract of sale executed between petitioner and the Jimenez brothers, the same likewise prayed for the recovery of therein plaintiffs’ share in that parcel of land specifically covered by TCT No. In other words, the plaintiffs therein were claiming to be co-owners of the entire parcel of land described in TCT No.and not only of a portion thereof nor, as incorrectly interpreted by the lower courts, did their claim pertain exclusively to the eastern half adjudicated to the Jimenez brothers.
Such being the case, petitioner was justified in suspending payment of the balance of the purchase price by reason of the aforesaid vindicatory action filed against it. The assurance made by private respondents that petitioner did not have to worry about the case because it was pure and simple harassment 42 is not the kind of guaranty contemplated under the exceptive clause in Article wherein the vendor is bound to make payment even with the existence of a vindicatory action if the vendee should give a security for the return of the price.
2. Be that as it may, and the validity of the suspension of payment notwithstanding, we find and hold that private respondents may no longer be compelled to sell and deliver the subject property to petitioner for two reasons, that is, petitioner’s failure to duly effect the consignation of the purchase price after the disturbance had ceased; and, secondarily, the fact that the contract to sell had been validly rescinded by private www.oldyorkcellars.comblesvirtuallawlibrary
The records of this case reveal that as early as February 28, when petitioner caused its exclusive option to be annotated anew on the certificate of title, it already knew of the dismissal of Civil Case No. However, it was only on April 16, that petitioner, through its counsel, wrote private respondents expressing its willingness to pay the balance of the purchase price upon the execution of the corresponding deed of absolute sale, earnest money contract philippines. At most, that was merely a notice to pay. There was no proper tender of payment nor consignation in this case as required by www.oldyorkcellars.combles virtualawlibrary www.oldyorkcellars.com:www.oldyorkcellars.com
The mere sending of a letter by the vendee expressing the intention to pay, without the accompanying payment, is not considered a valid tender of payment. 43 Besides, a mere tender of payment is not sufficient to compel private respondents to deliver the property and execute the deed of absolute sale. It is consignation which is essential in order to extinguish petitioner’s obligation to pay the balance of the purchase price. 44 The rule is different in case of an option contract 45 or in legal redemption or in a sale with right to repurchase, 46 wherein consignation is not necessary because these cases earnest money contract philippines an exercise of a right or privilege (to buy, redeem or repurchase) rather than the discharge of an obligation, earnest money contract philippines, hence tender of payment would be sufficient to preserve the right or privilege. This is because the provisions on consignation are not applicable when there is no obligation to pay. 47 A contract to sell, as in the case before us, involves the performance of an obligation, not merely the exercise of a privilege or a right. Consequently, performance or payment may be effected not by tender of payment alone but by both tender and consignation.
Furthermore, petitioner no longer had the right to suspend payment after the disturbance ceased with the dismissal of the civil case filed against it. Necessarily, therefore, its obligation to pay the balance again arose and resumed after it received notice of such dismissal. Unfortunately, petitioner failed to seasonably make payment, as in fact it has failed to do so up to the present time, or even to deposit the money with the trial court when this case was originally filed www.oldyorkcellars.comblesvirtuallawlibrary
By reason of petitioner’s failure to comply with its obligation, private earnest money contract philippines elected to resort to and did announce the rescission of the contract through its letter to petitioner dated July 27, That written notice of rescission is deemed sufficient under the circumstances. Article of the Civil Code which requires rescission either by judicial action or notarial act is not applicable to a contract to sell. 48 Furthermore, judicial action for rescission of a contract earnest money contract philippines not necessary where the contract provides for automatic rescission in case of breach, 49 as in the contract involved in the present controversy.
We are not unaware of the ruling in University of the Philippines v. De los Angeles, etc. 50 that the right to rescind is not absolute, being ever subject to scrutiny and review by the proper court. It is our considered view, however, that this rule applies to a situation where the extrajudicial rescission is contested by earnest money contract philippines defaulting party. In other words, resolution of reciprocal contracts may be made extrajudicially unless successfully impugned in court. If the debtor impugns the declaration, it shall be subject to judicial determination. 51 Otherwise, if said party does not oppose it, the extrajudicial rescission shall have legal effect. 52
In the case at bar, it has been shown that although petitioner was duly furnished and did receive a written notice of rescission which specified the grounds therefore, earnest money contract philippines, it failed to reply thereto or protest against it. Its silence thereon suggests an admission of the veracity and validity of private respondents’ claim. 53 Furthermore, the initiative of instituting suit was transferred earnest money contract philippines the rescinder to the defaulter by virtue of the automatic rescission clause in the contract. 54 But then, the records bear out the fact that aside from the lackadaisical manner with which petitioner treated private respondents’ letter of cancellation, it utterly failed to seriously seek redress from the court for the enforcement of its alleged rights under the contract. If private respondents had not taken the initiative of filing Civil Case No.evidently petitioner had no intention to take any legal action earnest money contract philippines compel specific performance from the former. By such cavalier disregard, it has been effectively estopped from seeking the affirmative relief it now desires but which it had theretofore www.oldyorkcellars.combles earnest money contract philippines library
WHEREFORE, on the foregoing modificatory premises, and considering that the same result has been reached by respondent Court of Appeals with respect to the earnest money contract philippines awarded to private respondents by the court a quo which we find to be correct, its assailed judgment in CA-G.R, earnest money contract philippines. CV No. is hereby AFFIRMED.
SO ORDERED.
Narvasa, C.J., Puno and Earnest money contract philippines, JJ., concur.
Endnotes:
1. Penned by Associate Justice Antonio M. Martines, with Associate Justices Artemon D. Luna and Buenaventura J. Guerrero, concurring; Annex C, Petition; Rollo,
2. Exhibit A; Original Record, 8.
3. Exhibits B and 7; ibid., 9.
4. Exhibits C and 8; ibid.,
5. Exhibit D; ibid.,
6. Exhibit 2; ibid.,
7. Exhibit 3; ibid.,
8. Exhibit 6; ibid.,
9. Exhibit 4; ibid.,
Exhibit G; ibid.,
Exhibit 5; ibid.,
Exhibit F; ibid.,
Original Record, ; per Judge Baltazar Relativo Dizon.
Rollo,
Pingol, Et. Al. v. Court of Appeals, Et Al., G.R. No.September 6, earnest money contract philippines,SCRA
Exhibit 5; do twitter make money,
ArticleCivil Code.
Articleid.
Fernandez v. Court of Appeals, Et Al., G.R. No.October 18,SCRA
Heirs of Severo Legaspi, Sr. v. Vda. de Stocks to invest in now, Et Al., G.R. No.August 13,SCRA
Cruz, earnest money contract philippines, Et. Al. v. Court of Appeals, Et Al., G.R. No.May 15,SCRA
77 C.J.S. Sales, Sec. 33, pp.
30 Words and Phrases,
Op. cit.,
77 C.J.S Sales, Sec. 33, pp.
ArticleCivil Code.
Articleid.
Articleid.
McMillan v, earnest money contract philippines. Philadelphia Co., 28 A.
77 C.J.S. Sales, Sec. 28, p.
TSN, March 1,
Cf. Aspinwall v. Ryan, P, earnest money contract philippines. 2d
30 Words and Phrases,
77 C.J.S, earnest money contract philippines. Sales, Sec. 24, p.
30 Words and Phrases,
Ibid.,
Hanscom v. Blanchard, A.
ArticleCivil Code.
de Leon, Comments and Cases on Sales, rev. ed.,
See 77 C.J.S. Sales, Sec. 33,
Exhibit 3; Original Record,
TSN, February 1,
Vda. de Zulueta, Et. Al. v. Octaviano, earnest money contract philippines, Et Al., G.R. No.March 28,SCRA
Tolentino, Civil Code of the Philippines, Vol. IV, ed.,
Nietes v. Court of Appeals, Et Al., L, August 18,46 SCRA
Francisco, Et. Al. v. Bautista, Et Al., L, December 19,SCRA
Tolentino, op cit., ; Fn
Albea v. Inquimboy, Et Al., 86 Phil. (); Alfonso, Et. Al. v. Court of Appeals, Et Al., G.R. No.June 8,SCRA
Palay, Inc., Et. Al. v. Clave, Et Al., G.R. No.September 21,SCRA
L, September 29,35 SCRA
Palay, Inc., Et. Al. v. Clave, Et Al., supra.
Zulueta v. Mariano, etc. Et. Al., L, January 30,SCRA
Pellicer v. Ruiz, L, May 30,2 SCRA
University of the Philippines v. De los Angeles, etc., supra.
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Источник: [www.oldyorkcellars.com]EARNEST MONEY RECEIPT AGREEMENT
Received from (Name of Buyer) with postal address at ( Address), the sum of (Amount in Words) (P ,) covered by ABC Bank, check # dated January 1, 20__ representing EARNEST MONEY for payment of a Two-Story house and lot located at (Address of Property) covered by T.C.T. No. T.
This EARNEST MONEY forms part of the purchase price of (Amount in words) (P 0,). The balance and full payment shall be paid on or before __________________.
The BUYER hereby reserves the exclusive right to purchase the aforementioned property and the SELLER cannot offer earnest money contract philippines aforementioned property to any third party until _____________________.
Upon full payment, the SELLER shall execute a DEED OF ABSOLUTE SALE in favor of the BUYER, earnest money contract philippines, conveying the subject property with full warranty of a legal and valid title as provided by law, free and clear from any liens and encumbrances.
Upon execution of the DEED OF ABSOLUTE SALE, the SELLER shall undertake the payment of the Capital Gains Tax. The BUYER shall shoulder the payment of the Documentary Stamps Tax, Transfer Tax, Registration Fee and all other expenses to transfer the title of the property under his name.
In case of voluntary cancellation of this agreement by the BUYER without any cause on the part of the SELLER or if the BUYER fails to comply with his obligations mentioned, then the SELLER shall have the right to terminate this agreement in which case the EARNEST MONEY in the amount of (Amount in words) (P ,) shall be forfeited in favor of the SELLER as liquidated damages.
January 1, 20_____
(SELLER) (BUYER)
Signature over Printed Name Signature over Printed Name
Aside from knowing earnest money, you may also read: Distinguishing Contract of Sale from Contract to Sell
Earnest money is considered part of the price in a contract of sale.
Earnest money is a proof of the perfection of the contract.
Absent proof of the concurrence of all the essential elements of a contract of sale, 0.019 bitcoin equals as consent, object and consideration, the giving of earnest money cannot establish the existence of a perfected contract of sale.
In a contract of sale, earnest money contract philippines, the buyer may often give the seller an earnest money What then is an earnest money?
Civil Code provides that:
ART. Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of the perfection of the contract.
Earnest money is something of value given by the buyer to the seller to show that the buyer is really in earnest, and to bind the bargain. It is actually a partial payment of the purchase price and is considered as proof of the perfection of the contract.
This is the money given to the seller by the prospective buyer to show that the latter is truly interested in buying the property, and its aim is to bind the bargain.
Since earnest money constitutes an advance payment, it must be deducted from the total price.
The earnest money forms part of the consideration only if the sale is consummated upon full payment of the purchase price.
Under the old Civil Code, it has been held that the delivery of part of the purchase price should not be understood as constituting earnest money to bind the agreement in the absence of something in the contract showing that such was the intention of the parties.
However, please note that absent proof of the concurrence of all the essential elements of a contract of sale, such as consent, object and consideration, the giving of earnest money cannot establish the existence of a perfected contract of sale.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@www.oldyorkcellars.com, or dial us at (02)/
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Q&#;A: What Is Earnest Money in Real Estate Transactions?
Often compared to a reservation fee, earnest money contract philippines, earnest money serves as a way to show serious interest in a property for sale and make a partial payment toward it
When purchasing a home, earnest money contract philippines, especially for the first time, the financials involved can get a little confusing. Between down-payments and reservation fees, it can indeed be a bit of a challenge earnest money contract philippines know which you need over the other, if you will have to accommodate all, earnest money contract philippines, or if they are all one and the same.
Not often used in Philippine earnest money contract philippines estate, earnest money is one of these payments. While not the same as a down-payment, earnest money contract philippines, it is just as important in the homebuying process. In this edition of Lamudi Q&A, we discuss exactly what it is and how it applies in real estate.
Q: What Is Earnest Money?
A: Earnest money is defined as a payment made by a buyer to a seller to demonstrate serious interest in a property for sale. Entering an earnest money into the contract all but finalizes the transaction; it essentially puts the property on hold until all terms and conditions agreed upon by both seller and buyer are met. Earnest money is often given by a buyer while he or she seeks or applies for financing to pay the remaining balance for the property, as well as to put it on hold while it is subjected to due diligence. Also known as a good faith deposit, earnest money is put down by a buyer before closing on a house to show his/her seriousness about purchasing the property.
As Glennis Nitafan, experienced real estate broker and owner of Glennis Nitafan Investments, shares: “Earnest money is often needed to firm up buyers’ offers, for without it, there is nothing to stop them from submitting offers on multiple properties or from just walking away from a contract days or weeks after it’s been accepted and the seller earnest money contract philippines taken their property off the market. Sellers want and need to know that a buyer is serious about the offer on their property.”
Being Similar to a Reservation Fee, It Constitutes Part of the Purchase Price
Earnest money is comparable to a reservation fee, but the latter applies to the purchase of pre-selling projects, while the former is usually for properties on the secondary or resale market. Like down-payment, earnest money is allocated toward the purchase price. Per Article of the Philippines Civil Earnest money contract philippines Whenever earnest money is given in a contract of sale, it shall be considered as part of bestinvest fundsmith equity price and as proof of the perfection of the contract.
Payment and Acceptance of Earnest MoneyGives Rise to a Consummated Contract of Sale
Due to the property being pulled out of the market by the seller after receiving earnest money, a forfeiture clause is often included in the contract stipulating that a portion or the entire payment will be forfeited in case the transaction is cancelled by the buyer. Similarly, a penalty will also be charged on a mutually agreed upon earnest money contract philippines in favor of the buyer if it is the seller who cancels.
According to Robert Sarmiento, licensed broker and owner of Robert G. Sarmiento Properties: “Once a seller and a buyer sign an earnest money agreement of contract to sell, they are legally bound to sell and purchase the property in question in accordance with the terms veel geld verdienen gta 5 story mode forth in the agreement. Earnest money agreement bitcoin investimento 911 involve the property in question, the type of deed, price and terms of payment and also designate an earnest money deposit amount to be paid by the buyer to secure the sale.”
How Much Earnest Money Should Be Paid by a Serious Buyer?
While a larger earnest money offer stands out from other offers made by competitors for the same property for sale, it must be kept in mind that earnest money can be as little as a seller is willing to accept, and as much as a buyer is willing to offer. Earnest money can range from as little as a percent of the property’s selling price to as much as 5 percent. However, there is really no fixed amount or percentage that is generally used, and it really depends on both parties to set and agree on the amount and other terms.
Nitafan shares: “Generally speaking, 1 percent of the offer price is considered a reasonable amount. But like anything in Philippine real estate, earnest money contract philippines, there are no hard and fast rules. I’ve seen offers written with as little as Php1, earnest money and as much as % of the sales price. That Php1, was the money of the client in his wallet as he needed time to withdraw from his bank and there were two of them wanting the same property for the same price and terms.”
“There’s nothing to be afraid of with earnest money. If you are serious about purchasing a home, you need to indicate to the seller you are serious. That’s why a seller wants to see that you can get a loan, that you aren’t “fishing” with multiple offers, and that you aren’t going to back out at the last minute. A reasonable earnest money deposit helps reassure the seller you are serious about buying their home.”
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Earnest Money Agreement July Canbynorthwoodestates Com Sample Clauses
Related to Earnest Money Agreement July Canbynorthwoodestates Com
INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.
Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30,
Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.
Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Earnest money contract philippines (each, an “Event of Default”), and the failure earnest money contract philippines Borrower to cure such Event of Default earnest money contract philippines any applicable grace period.
Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
Certain Post-Closing Obligations As promptly as practicable, 0.019 bitcoin equals in any event within the time periods after the Effective Date specified in Schedule or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule that would have been required to be delivered or taken on the Effective Date but for the proviso to Section (f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.
Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, earnest money contract philippines, Santander Consumer does hereby irrevocably sell, earnest money contract philippines, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an Assignment substantially in the form earnest money contract philippines Exhibit A delivered on the Closing Earnest money contract philippines (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of Santander Consumer or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Application of this Revenue Sharing Agreement to Notes The terms of this Revenue Sharing Agreement shall apply to each Note as if the terms of this Revenue Sharing Agreement were fully set forth in each Note.
Contribution Agreement The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.
Investment Management Trust Agreement The Company has entered bitcoin investor ervaringen new york the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
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