G.R. No. 168646 : January 12, 2011
LUZON DEVELOPMENT BANK, Petitioner, v. ANGELES CATHERINE ENRIQUEZ, Respondent.
G.R. No. 168666 : January 12, 2011
DELTA DEVELOPMENT and MANAGEMENT SERVICES, INC., Petitioner, v. ANGELES CATHERINE ENRIQUEZ and LUZON DEVELOPMENT BANK, Respondents.
D E C I S I O N
DEL CASTILLO, J.:
The protection afforded to a subdivision lot buyer under Presidential Decree (PD) No. 957 or The Subdivision and Condominium Buyer's Protective
Decree will not be defeated by someone who is not an innocent purchaser for value. The lofty aspirations of PD 957 should be read in every
provision of the statute, in every contract that undermines its objects, in every transaction which threatens its fruition. "For a statute derives
its vitality from the purpose for which it is enacted and to construe it in a manner that disregards or defeats such purpose is to nullify or
destroy the law."1cralawredlaw
These cases involve the separate appeals of Luzon Development Bank2cralaw (BANK) and Delta Development
and Management Services, Inc.3cralaw
(DELTA) from the November 30, 2004 Decision of the Court of Appeals (CA), as well as its June 22, 2005 Resolution in CA-G.R. SP No. 81280. The
dispositive portion of the assailed Decision reads: chanrob1esvirtwallawlibrary
WHEREFORE, premises considered, the Decision dated June 17, 2003 and Resolution dated November 24, 2003 are AFFIRMED with [m]odification in so far
as Delta Development and Management Services, Inc. is liable and directed to pay petitioner Luzon Development Bank the value of the subject lot
subject matter of the Contract to Sell between Delta Development and Management Services, Inc. and the private respondent [Catherine Angeles
The BANK is a domestic financial corporation that extends loans to subdivision developers/owners.5cralawredlaw
Petitioner DELTA is a domestic corporation engaged in the business of developing and selling real estate properties, particularly Delta Homes I in
Cavite. DELTA is owned by Ricardo De Leon (De Leon), 6cralaw who is the registered owner
of a parcel of land covered by Transfer Certificate of Title (TCT) No. T-6371837cralaw of the Registry of Deeds of
the Province of Cavite, which corresponds to Lot 4 of Delta Homes I. Said Lot 4 is the subject matter of these cases.
On July 3, 1995, De Leon and his spouse obtained a
4 million loan from the BANK for the express purpose of developing Delta Homes I.8cralaw To secure the loan, the
spouses De Leon executed in favor of the BANK a real estate mortgage (REM) on several of their properties, 9cralaw including Lot 4.
Subsequently, this REM was amended10cralaw by increasing the amount
of the secured loan from
4 million to
8 million. Both the REM and the amendment were annotated on TCT No. T-637183.11cralawredlaw
DELTA then obtained a Certificate of Registration12cralaw and a License to Sell13cralaw from the Housing and Land
Use Regulatory Board (HLURB).
Sometime in 1997, DELTA executed a Contract to Sell with respondent Angeles Catherine Enriquez (Enriquez)14cralaw over the house and lot in
Lot 4 for the purchase price of
614, 950.00. Enriquez made a downpayment of
114, 950.00. The Contract to Sell contained the following provisions: chanrob1esvirtwallawlibrary
That the vendee/s offered to buy and the Owner agreed to sell the above-described property subject to the following terms and conditions to wit: chanrob1esvirtwallawlibrary
x x x
6. That the (sic) warning shall be served upon the Vendee/s for failure to pay x x x Provided, however, that for failure to pay three (3)
successive monthly installment payments, the Owner may consider this Contract to Sell null and void ab initio without further proceedings or court
action and all payments shall be forfeited in favor of the Owner as liquidated damages and expenses for documentations. x x x
That upon full payment of the total consideration if payable in cash, the Owner shall execute a final deed of sale in favor of the Vendee/s.
However, if the term of the contract is for a certain period of time, only upon full payment of the total consideration that a final deed of sale
shall be executed by the Owner in favor of the Vendee/s.15cralawredlaw
When DELTA defaulted on its loan obligation, the BANK, instead of foreclosing the REM, agreed to a dation in payment or a dacion en pago.
The Deed of Assignment in Payment of Debt was executed on September 30, 1998 and stated that DELTA "assigns, transfers, and conveys and sets over
[to] the assignee that real estate with the building and improvements existing thereon x x x in payment of the total obligation owing to [the Bank]
x x x."16cralaw Unknown to
Enriquez, among the properties assigned to the BANK was the house and lot of Lot 4, 17cralaw which is the subject of
her Contract to Sell with DELTA. The records do not bear out and the parties are silent on whether the BANK was able to transfer title to its name.
It appears, however, that the dacion en pago was not annotated on the TCT of Lot 4.18cralawredlaw
On November 18, 1999, Enriquez filed a complaint against DELTA and the BANK before the Region IV Office of the HLURB19cralaw alleging that DELTA
violated the terms of its License to Sell by: (a) selling the house and lots for a price exceeding that prescribed in Batas Pambansa (BP) Bilang
220;20cralaw and (b) failing to get
a clearance for the mortgage from the HLURB. Enriquez sought a full refund of the
301, 063.42 that she had already paid to DELTA, award of damages, and the imposition of administrative fines on DELTA and the BANK.
In his June 1, 2000 Decision, 21cralaw HLURB Arbiter Atty.
Raymundo A. Foronda upheld the validity of the purchase price, but ordered DELTA to accept payment of the balance of
108, 013.36 from Enriquez, and (upon such payment) to deliver to Enriquez the title to the house and lot free from liens and encumbrances.
The dispositive portion reads: chanrob1esvirtwallawlibrary
WHEREFORE, premises considered, a decision is hereby rendered as follows: chanrob1esvirtwallawlibrary
1. Ordering [DELTA] to accept complainant[']s payments in the amount of
108, 013.36 representing her balance based on the maximum selling price of
375, 000.00; chanroblesvirtualawlibrary
2. Upon full payment, ordering Delta to deliver the title in favor of the complainant free from any liens and encumbrances; chanroblesvirtualawlibrary
3. Ordering [DELTA] to pay complainant the amount of
50, 000.00 as and by way of moral damages; chanroblesvirtualawlibrary
4. Ordering [DELTA] to pay complainant the amount of
50, 000.00 as and by way of exemplary damages; chanroblesvirtualawlibrary
5. Ordering [DELTA] to pay complainant
10, 000.00 as costs of suit; and
6. Respondent DELTA to pay administrative fine of
10, 000.00[22cralaw] for
violation of Section 18 of P.D. 957 [23cralaw] and another
10, 000.00 for violation of Section 22 of P.D. 957. [24cralaw]
DELTA appealed the arbiter's Decision to the HLURB Board of Commissioners.26cralaw DELTA questioned the
imposition of an administrative fine for its alleged violation of Section 18 of PD 957. It argued that clearance was not required for mortgages
that were constituted on a subdivision project prior to registration. According to DELTA, it did not violate the terms of its license because it
did not obtain a new mortgage over the subdivision project. It likewise assailed the award of moral and exemplary damages to Enriquez on the ground
that the latter has no cause of action.27cralawredlaw
Ruling of the Board of Commissioners (Board)28cralawredlaw
The Board held that all developers should obtain a clearance for mortgage from the HLURB, regardless of the date when the mortgage was secured,
because the law does not distinguish. Having violated this legal requirement, DELTA was held liable to pay the administrative fine.
The Board upheld the validity of the contract to sell between DELTA and Enriquez despite the alleged violation of the price ceilings in BP 220. The
Board held that DELTA and Enriquez were presumed to have had a meeting of the minds on the object of the sale and the purchase price. Absent any
circumstance vitiating Enriquez'consent, she was presumed to have willingly and voluntarily agreed to the higher purchase price; hence, she was
bound by the terms of the contract.
The Board, however, deleted the arbiter's award of damages to Enriquez on the ground that the latter was not free from liability herself, given
that she was remiss in her monthly amortizations to DELTA.
The dispositive portion of the Board's Decision reads: chanrob1esvirtwallawlibrary
Wherefore, in view of the foregoing, the Office below's decision dated June 01, 2000 is hereby modified to read as follows: chanrob1esvirtwallawlibrary
1. Ordering [Enriquez] to pay [DELTA] the amount due from the time she suspended payment up to filing of the complaint with 12% interest thereon
per annum; thereafter the provisions of the Contract to Sell shall apply until full payment is made; chanroblesvirtualawlibrary
2. Ordering [DELTA] to pay an [a]dministrative [f]ine of
10, 000.00 for violation of its license to sell and for violation of Section 18 of P.D. 957.
So ordered. Quezon City.29cralawredlaw
Enriquez moved for a reconsideration of the Board's Decision30cralaw upholding the contractual
purchase price. She maintained that the price for Lot 4 should not exceed the price ceiling provided in BP 220.31cralawredlaw
Finding Enriquez's arguments as having already been passed upon in the decision, the Board denied reconsideration. The board, however, modified its
decision, with respect to the period for the imposition of interest payments. The Board's resolution32cralaw reads: chanrob1esvirtwallawlibrary
WHEREFORE, premises considered, to [sic] directive No. 1 of the dispositive portion of the decision of our decision [sic] is MODIFIED as follows: chanrob1esvirtwallawlibrary
1. Ordering complainant to pay respondent DELTA the amount due from the time she suspended (sic) at 12% interest per annum, reckoned from finality
of this decision[, ] thereafter the provisions of the Contract to Sell shall apply until full payment is made.
In all other respects, the decision is AFFIRMED.
Both Enriquez and the BANK appealed to the Office of the President (OP).34cralaw The BANK disagreed with
the ruling upholding Enriquez's Contract to Sell; and insisted on its ownership over Lot 4. It argued that it has become impossible for DELTA to
comply with the terms of the contract to sell and to deliver Lot 4's title to Enriquez given that DELTA had already relinquished all its rights to
Lot 4 in favor of the BANK35cralaw
via the dation in payment.
Meanwhile, Enriquez insisted that the Board erred in not applying the ceiling price as prescribed in BP 220.36cralawredlaw
Ruling of the Office of the President37cralawredlaw
The OP adopted by reference the findings of fact and conclusions of law of the HLURB Decisions, which it affirmed in toto.
Enriquez filed a motion for reconsideration, insisting that she was entitled to a reduction of the purchase price, in order to conform to the
provisions of BP 220.38cralaw The
motion was denied for lack of merit.39cralawredlaw
Only the BANK appealed the OP's Decision to the CA.40cralaw The BANK reiterated that
DELTA can no longer deliver Lot 4 to Enriquez because DELTA had sold the same to the BANK by virtue of the dacion en pago.41cralaw As an alternative
argument, in case the appellate court should find that DELTA retained ownership over Lot 4 and could convey the same to Enriquez, the BANK prayed
that its REM over Lot 4 be respected such that DELTA would have to redeem it first before it could convey the same to Enriquez in accordance with
Section 2542cralaw of PD 957.43cralawredlaw
The BANK likewise sought an award of exemplary damages and attorney's fees in its favor because of the baseless suit filed by Enriquez against it.44cralawredlaw
Ruling of the Court of Appeals45cralawredlaw
The CA ruled against the validity of the dacion en pago executed in favor of the BANK on the ground that DELTA had earlierrelinquished its ownership over Lot 4 in favor of Enriquez via the Contract to Sell.46cralawredlaw
Since the dacion en pago is invalid with respect to Lot 4, the appellate court held that DELTA remained indebted to the BANK to the extent
of Lot 4's value. Thus, the CA ordered DELTA to pay the corresponding value of Lot 4 to the BANK.47cralawredlaw
The CA also rejected the BANK's argument that, before DELTA can deliver the title to Lot 4 to Enriquez, DELTA should first redeem the mortgaged
property from the BANK. The CA held that the BANK does not have a first lien on Lot 4 because its real estate mortgage over the same had already
been extinguished by the dacion en pago. Without a mortgage, the BANK cannot require DELTA to redeem Lot 4 prior to delivery of title to
The CA denied the BANK's prayer for the award of exemplary damages and attorney's fees for lack of factual and legal basis.49cralawredlaw
Both DELTA50cralaw and the BANK51cralaw moved for a
reconsideration of the CA's Decision, but both were denied.52cralawredlaw
Hence, these separate petitions of the BANK and DELTA.
Petitioner Delta's arguments53cralawredlaw
DELTA assails the CA Decision for holding that DELTA conveyed its ownership over Lot 4 to Enriquez via the Contract to Sell. DELTA points out that
the Contract to Sell contained a condition that ownership shall only be transferred to Enriquez upon the latter's full payment of the purchase
price to DELTA. Since Enriquez has yet to comply with this suspensive condition, ownership is retained by DELTA.54cralaw As the owner of Lot 4,
DELTA had every right to enter into a dation in payment to extinguish its loan obligation to the BANK. The BANK's acceptance of the assignment, without any reservation or exception, resulted in the extinguishment of the entire loan obligation; hence, DELTA has no more obligation to
pay the value of Enriquez's house and lot to the BANK.55cralawredlaw
DELTA prays for the reinstatement of the OP Decision.
The BANK's arguments56cralawredlaw
Echoing the argument of DELTA, the BANK argues that the Contract to Sell did not involve a conveyance of DELTA's ownership over Lot 4 to Enriquez.
The Contract to Sell expressly provides that DELTA retained ownership over Lot 4 until Enriquez paid the full purchase price. Since Enriquez has
not yet made such full payment, DELTA retained ownership over Lot 4 and could validly convey the same to the BANK viadacion en pago.57cralawredlaw
Should the dacion en pago over Lot 4 be invalidated and the property ordered to be delivered to Enriquez, the BANK contends that DELTA
should pay the corresponding value of Lot 4 to the BANK. It maintains that the loan obligation extinguished by the dacion en pago only
extends to the value of the properties delivered; if Lot 4 cannot be delivered to the BANK, then the loan obligation of DELTA remains to the extent
of Lot 4's value.58cralawredlaw
The BANK prays to be declared the rightful owner of the subject house and lot and asks for an award of exemplary damages and attorney's fees.
Enriquez did not file comments59cralaw or memoranda in both
cases; instead, she manifested that she will just await the outcome of the case.60cralawredlaw
The following are the issues raised by the two petitions: chanrob1esvirtwallawlibrary
1. Whether the Contract to Sell conveys ownership; chanroblesvirtualawlibrary
2. Whether the dacion en pago extinguished the loan obligation, such that DELTA has no more obligations to the BANK; chanroblesvirtualawlibrary
3. Whether the BANK is entitled to damages and attorney's fees for being compelled to litigate; and
4. What is the effect of Enriquez's failure to appeal the OP's Decision regarding her obligation to pay the balance on the purchase price.
Mortgage contract void
As the HLURB Arbiter and Board of Commissioners both found, DELTA violated Section 18 of PD 957 in mortgaging the properties in Delta Homes I
(including Lot 4) to the BANK without prior clearance from the HLURB. This point need not be belabored since the parties have chosen not to appeal
the administrative fine imposed on DELTA for violation of Section 18.
This violation of Section 18 renders the mortgage executed by DELTA void. We have held before that "a mortgage contract executed in breach of
Section 18 of [PD 957] is null and void."61cralaw Considering that "PD 957
aims to protect innocent subdivision lot and condominium unit buyers against fraudulent real estate practices, " we have construed Section 18
thereof as "prohibitory and acts committed contrary to it are void."62cralawredlaw
Because of the nullity of the mortgage, neither DELTA nor the BANK could assert any right arising therefrom. The BANK's loan of
8 million to DELTA has effectively become unsecured due to the nullity of the mortgage. The said loan, however, was eventually settled by the two
contracting parties via a dation in payment. In the appealed Decision, the CA invalidated this dation in payment on the ground that DELTA, by
previously entering into a Contract to Sell, had already conveyed its ownership over Lot 4 to Enriquez and could no longer convey the same to the
BANK. This is error, prescinding from a wrong understanding of the nature of a contract to sell.
Contract to sell does not transfer ownership
Both parties are correct in arguing that the Contract to Sell executed by DELTA in favor of Enriquez did not transfer ownership over Lot 4 to
Enriquez. A contract to sell is one where the prospective seller reserves the transfer of title to the prospective buyer until the
happening of an event, such as full payment of the purchase price. What the seller obliges himself to do is to sell the subject property only when
the entire amount of the purchase price has already been delivered to him. "In other words, the full payment of the purchase price partakes of a
suspensive condition, the non-fulfillment of which prevents the obligation to sell from arising and thus, ownership is retained by the prospective
seller without further remedies by the prospective buyer."63cralaw It does not, by itself,
transfer ownership to the buyer.64cralawredlaw
In the instant case, there is nothing in the provisions of the contract entered into by DELTA and Enriquez that would exempt it from the general
definition of a contract to sell. The terms thereof provide for the reservation of DELTA's ownership until full payment of the purchase price; such
that DELTA even reserved the right to unilaterally void the contract should Enriquez fail to pay three successive monthly amortizations.
Since the Contract to Sell did not transfer ownership of Lot 4 to Enriquez, said ownership remained with DELTA. DELTA could then validly transfer
such ownership (as it did) to another person (the BANK). However, the transferee BANK is bound by the Contract to Sell and has to respect
Enriquez's rights thereunder. This is because the Contract to Sell, involving a subdivision lot, is covered and protected by PD 957. One of the
protections afforded by PD 957 to buyers such as Enriquez is the right to have her contract to sell registered with the Register of Deeds in order
to make it binding on third parties. Thus, Section 17 of PD 957 provides: chanrob1esvirtwallawlibrary
Section 17. Registration. All contracts to sell, deeds of sale, and other similar instruments relative to the sale or conveyance of the subdivision lots and condominium units, whether or not the purchase price is paid in
full, shall be registered by the seller in the Office of the Register of Deeds of the province or city where the property is situated.
x x x x (Emphasis supplied.)
The purpose of registration is to protect the buyers from any future unscrupulous transactions involving the object of the sale or contract to
sell, whether the purchase price therefor has been fully paid or not. Registration of the sale or contract to sell makes it binding on third
parties; it serves as a notice to the whole world that the property is subject to the prior right of the buyer of the property (under a contract to
sell or an absolute sale), and anyone who wishes to deal with the said property will be held bound by such prior right.
While DELTA, in the instant case, failed to register Enriquez's Contract to Sell with the Register of Deeds, this failure will not prejudice
Enriquez or relieve the BANK from its obligation to respect Enriquez's Contract to Sell. Despite the non-registration, the BANK cannot be
considered, under the circumstances, an innocent purchaser for value of Lot 4 when it accepted the latter (together with other assigned properties)
as payment for DELTA's obligation. The BANK was well aware that the assigned properties, including Lot 4, were subdivision lots and therefore
within the purview of PD 957. It knew that the loaned amounts were to be used for the development of DELTA's subdivision project, for this was
indicated in the corresponding promissory notes. The technical description of Lot 4 indicates its location, which can easily be determined as
included within the subdivision development. Under these circumstances, the BANK knew or should have known of the possibility and risk that the
assigned properties were already covered by existing contracts to sell in favor of subdivision lot buyers. As observed by the Court in another case
involving a bank regarding a subdivision lot that was already subject of a contract to sell with a third party: chanrob1esvirtwallawlibrary
[The Bank] should have considered that it was dealing with a property subject of a real estate development project. A reasonable person,
particularly a financial institution x x x, should have been aware that, to finance the project, funds other than those obtained from the loan
could have been used to serve the purpose, albeit partially. Hence, there was a need to verify whether any part of the property was already
intended to be the subject of any other contract involving buyers or potential buyers. In granting the loan, [the Bank] should not have been
content merely with a clean title, considering the presence of circumstances indicating the need for a thorough investigation of the existence of
buyers x x x. Wanting in care and prudence, the [Bank] cannot be deemed to be an innocent mortgagee. x x x65cralawredlaw
Further, as an entity engaged in the banking business, the BANK is required to observe more care and prudence when dealing with registered
properties. The Court cannot accept that the BANK was unaware of the Contract to Sell existing in favor of Enriquez. InKeppel Bank Philippines, Inc. v. Adao, 66cralaw we held that a bank
dealing with a property that is already subject of a contract to sell and is protected by the provisions of PD 957, is bound by the contract to
sell (even if the contract to sell in that case was not registered). In the Court's words: chanrob1esvirtwallawlibrary
It is true that persons dealing with registered property can rely solely on the certificate of title and need not go beyond it. However, x x x,
this rule does not apply to banks. Banks are required to exercise more care and prudence than private individuals in dealing even with registered
properties for their business is affected with public interest. As master of its business, petitioner should have sent its representatives to check
the assigned properties before signing the compromise agreement and it would have discovered that respondent was already occupying one of the
condominium units and that a contract to sell existed between [the vendee] and [the developer]. In our view, petitioner was not a purchaser in good
faith and we are constrained to rule that petitioner is bound by the contract to sell.67cralawredlaw
Bound by the terms of the Contract to Sell, the BANK is obliged to respect the same and honor the payments already made by Enriquez for the
purchase price of Lot 4. Thus, the BANK can only collect the balance of the purchase price from Enriquez and has the obligation, upon full payment,
to deliver to Enriquez a clean title over the subject property.68cralawredlaw
Dacion en pago extinguished the loan obligation
The BANK then posits that, if title to Lot 4 is ordered delivered to Enriquez, DELTA has the obligation to pay the BANK the corresponding value of
Lot 4. According to the BANK, the dation in payment extinguished the loan only to the extent of the value of the thing delivered. Since Lot 4 would
have no value to the BANK if it will be delivered to Enriquez, DELTA would remain indebted to that extent.
We are not persuaded. Like in all contracts, the intention of the parties to the dation in payment is paramount and controlling. The contractual
intention determines whether the property subject of the dation will be considered as the full equivalent of the debt and will therefore serve as
full satisfaction for the debt. "The dation in payment extinguishes the obligation to the extent of the value of the thing delivered, either as
agreed upon by the parties or as may be proved,
unless the parties by agreement, express or implied, or by their silence, consider the thing as equivalent to the obligation, in which case the
obligation is totally extinguished.
In the case at bar, the Dacion en Pago executed by DELTA and the BANK indicates a clear intention by the parties that the assigned
properties would serve as full payment for DELTA's entire obligation: chanrob1esvirtwallawlibrary
KNOW ALL MEN BY THESE PRESENTS: chanrob1esvirtwallawlibrary
This instrument, made and executed by and between: chanrob1esvirtwallawlibrary
x x x
THAT, the ASSIGNOR acknowledges to be justly indebted to the ASSIGNEE in the sum of ELEVEN MILLION EIGHT HUNDRED SEVENTY-EIGHT THOUSAND EIGHT
HUNDRED PESOS (
11, 878, 800.00), Philippine Currency as of August 25, 1998. Therefore, by virtue of this instrument, ASSIGNOR hereby ASSIGNS, TRANSFERS, and CONVEYS
AND SETS OVER [TO] the ASSIGNEE that real estate with the building and improvements existing thereon, more particularly described as follows: chanrob1esvirtwallawlibrary
x x x
of which the ASSIGNOR is the registered owner being evidenced by TCT No. x x x issued by the Registry of Deeds of Trece Martires City.
THAT, the ASSIGNEE does hereby accept this ASSIGNMENT IN PAYMENT OF THE TOTAL OBLIGATION owing to him by the ASSIGNOR as above-stated;70cralawredlaw
Without any reservation or condition, the Dacion stated that the assigned properties served as full payment of DELTA's "total obligation"
to the BANK. The BANK accepted said properties as equivalent of the loaned amount and as full satisfaction of DELTA's debt. The BANK cannot
complain if, as it turned out, some of those assigned properties (such as Lot 4) are covered by existing contracts to sell. As noted earlier, the
BANK knew that the assigned properties were subdivision lots and covered by PD 957. It was aware of the nature of DELTA's business, of the location
of the assigned properties within DELTA's subdivision development, and the possibility that some of the properties may be subjects of existing
contracts to sell which enjoy protection under PD 957. Banks dealing with subdivision properties are expected to conduct a thorough due diligence
review to discover the status of the properties they deal with. It may thus be said that the BANK, in accepting the assigned properties as full
payment of DELTA's "total obligation, " has assumed the risk that some of the assigned properties (such as Lot 4) are covered by contracts to sell
which it is bound to honor under PD 957.
A dacion en pago is governed by the law of sales.71cralaw Contracts of sale come
with warranties, either express (if explicitly stipulated by the parties) or implied (under Article 1547 et seq. of the Civil Code). In
this case, however, the BANK does not even point to any breach of warranty by DELTA in connection with the Dation in Payment. To be sure, the
Dation in Payment has no express warranties relating to existing contracts to sell over the assigned properties. As to theimplied warranty in case of eviction, it is waivable72cralaw and cannot be invoked if
the buyer knew of the risks or danger of eviction and assumed its consequences.73cralaw As we have noted earlier,
the BANK, in accepting the assigned properties as full payment of DELTA's "total obligation, " has assumed the risk that some of the assigned
properties are covered by contracts to sell which must be honored under PD 957.
Award of damages
There is nothing on record that warrants the award of exemplary damages74cralaw as well as attorney's fees75cralaw in favor of the BANK.
Balance to be paid by Enriquez
As already mentioned, the Contract to Sell in favor of Enriquez must be respected by the BANK. Upon Enriquez's full payment of the balance of the
purchase price, the BANK is bound to deliver the title over Lot 4 to her. As to the amount of the balance which Enriquez must pay, we adopt the
OP's ruling thereon which sustained the amount stipulated in the Contract to Sell. We will not review Enriquez's initial claims about the supposed
violation of the price ceiling in BP 220, since this issue was no longer pursued by the parties, not even by Enriquez, who chose not to file the
required pleadings76cralaw before
the Court. The parties were informed in the Court's September 5, 2007 Resolution that issues that are not included in their memoranda shall be
deemed waived or abandoned. Since Enriquez did not file a memorandum in either petition, she is deemed to have waived the said issue.
, premises considered, the appealed November 30, 2004 Decision of the Court of Appeals, as well as its June 22, 2005 Resolution in CA-G.R. SP No.
81280 are hereby AFFIRMED with the MODIFICATIONS that Delta Development and Management Services, Inc. isNOT LIABLE TO PAY Luzon Development Bank the value of the subject lot; and respondent Angeles Catherine Enriquez is ordered to PAY the balance of the purchase price and the interests accruing thereon, as decreed by the Court of Appeals, to the Luzon
Development Bank, instead of Delta Development and Management Services, Inc., within thirty (30) days from finality of this Decision. The Luzon
Development Bank is ordered to DELIVER a CLEAN TITLE to Angeles Catherine Enriquez upon the latter's full payment of the balance
of the purchase price and the accrued interests.
MARIANO C. DEL CASTILLO
CORONA, C.J., Chairperson, VELASCO, JR.,
LEONARDO-DE CASTRO, and PEREZ, JJ.