THIRD
DIVISION
RAFAEL
S. ORTAÑEZ,
Petitioner,
G. R. No. 107372
January 23, 1997
-versus-
COURT
OF APPEALS,OSCAR INOCENTES and
ASUNCION LLANES INOCENTES,
Respondents.
R
E S O L U T I O N
FRANCISCO, J.:
On September
30, 1982, private respondents sold
to petitioner two [2] parcels of registered land in Quezon City for a
consideration
of P35,000.00 and P20,000.00, respectively. The first Deed of Absolute
Sale covering Transfer Certificate of Title [T.C.T.] No. 258628
provides
in part:
That for and in consideration of the sum
of
THIRTY
FIVE THOUSAND (P35,000.00) PESOS, receipt of which in full is hereby
acknowledged,
we have sold, transferred and conveyed, as we hereby sell, transfer and
convey, that subdivided portion of the property covered by TCT No.
258628
known as Lot No. 684-G-1-B-2 in favor of RAFAEL S. ORTAÑEZ, of
legal
age, Filipino, whose marriage is under a regime of complete separation
of property, and a resident of 942 Aurora Blvd., Quezon City, his heirs
or assigns.[1]
while the
second Deed of Absolute Sale covering T.C.T.
No. 243273 provides:
That for and in consideration of the sum
of
TWENTY
THOUSAND (P20,000.00) PESOS receipt of which in full is hereby
acknowledged,
we have sold, transferred and conveyed, as we hereby sell, transfer and
convey, that consolidated-subdivided portion of the property covered by
TCT No. 243273 known as Lot No. 5 in favor of RAFAEL S. ORTANEZ, of
legal
age, Filipino, whose marriage is under a regime of complete separation
of property, and a resident of 942 Aurora Blvd., Cubao, Quezon City his
heirs or assigns.[2]
Private
respondents received the payments for the
above-mentioned lots, but failed to deliver the titles to petitioner.
On
April 9, 1990 the latter demanded from the former the delivery of said
titles.[3]
Private respondents, however, refused on the ground that the title of
the
first lot is in the possession of another person,[4]
and petitioner's acquisition of the title of the other lot is subject
to
certain conditions.
Offshoot, petitioner sued private respondents
for specific performance before the RTC. In their answer with
counterclaim,
private respondents merely alleged the existence of the following oral
conditions[5]
which were never reflected in the deeds of sale:[6]
3.3.2 Title to the other property [T.C.T.
No.
243273] remains with the defendants [private respondents] until
plaintiff
[petitioner] shows proof that all the following requirements have been
met:
[i] Plaintiff will cause the
segregation of
his
right of way amounting to 398 sq. m.;
[ii] Plaintiff will submit to the
defendants the
approved plan for the segregation;
[iii] Plaintiff will put up a strong
wall
between
his property and that of defendants' lot to segregate his right of way;
and
[iv] Plaintiff will pay the capital
gains
tax
and all other expenses that may be incurred by reason of sale.
During trial,
private respondent Oscar Inocentes,
a former judge, orally testified that the sale was subject to the above
conditions,[7]
although such conditions were not incorporated in the deeds of sale.
Despite
petitioner's timely objections on the ground that the introduction of
said
oral conditions was barred by the parol evidence rule, the lower court,
nonetheless, admitted them and eventually dismissed the complaint as
well
as the counterclaim. On appeal, the Court of Appeals [CA] affirmed the
court a quo. Hence, this petition.
We are tasked to
resolve the issue on the admissibility
of parol evidence to establish the alleged oral conditions-precedent to
a contract of sale, when the deeds of sale are silent on such
conditions.
The parol evidence herein introduced is
inadmissible.
First, private respondents' oral testimony on the alleged conditions,
coming
from a party who has an interest in the outcome of the case, depending
exclusively on human memory, is not as reliable as written or
documentary
evidence.[8]
Spoken words could be notoriously unreliable unlike a written contract
which speaks of a uniform language.[9]
Thus, under the general rule in Section 9 of Rule 130[10]
of the Rules of Court, when the terms of an agreement were reduced to
writing,
as in this case, it is deemed to contain all the terms agreed upon and
no evidence of such terms can be admitted other than the contents
thereof.[11]
Considering that the written deeds of sale were the only repository of
the truth, whatever is not found in said instruments must have been
waived
and abandoned by the parties.[12]
Examining the deeds of sale, we cannot even make an inference that the
sale was subject to any condition. As a contract, it is the law between
the parties.[13]
Secondly, to
buttress their argument, private
respondents rely on the case of Land Settlement Development Co. v.
Garcia
Plantation[14]
where the Court ruled that a condition precedent to a contract may be
established
by parol evidence. However, the material facts of that case are
different
from this case. In the former, the contract sought to be enforced[15]
expressly stated that it is subject to an agreement containing the
conditions-precedent
which were proven through parol evidence. Whereas, the deeds of sale in
this case, made no reference to any pre-conditions or other agreement.
In fact, the sale is denominated as absolute in its own terms.cralaw:red
Third, the parol
evidence herein sought to be
introduced would vary, contradict or defeat the operation of a valid
instrument,[16]
hence, contrary to the rule that:
The parol evidence rule forbids any
addition
to the terms of a written instrument by testimony purporting to show
that,
at or before the signing of the document, other or different terms were
orally agreed upon by the parties.[17]
Although parol
evidence is admissible to explain
the meaning of a contract, "it cannot serve the purpose of
incorporating
into the contract additional contemporaneous conditions which are not
mentioned
at all in the writing unless there has been fraud or mistake."[18]
No such fraud or mistake exists in this case.
Fourth, We
disagree with private respondents'
argument that their parol evidence is admissible under the exceptions
provided
by the Rules, specifically, the alleged failure of the agreement to
express
the true intent of the parties. Such exception obtains only in the
following
instance:
(W)here the written contract is so
ambiguous
or obscure in terms that the contractual intention of the parties
cannot
be understood from a mere reading of the instrument. In such a case,
extrinsic
evidence of the subject matter of the contract, of the relations of the
parties to each other, and of the facts and circumstances surrounding
them
when they entered into the contract may be received to enable the court
to make a proper, interpretation of the instrument.[19]
In this case,
the deeds of sale are clear, without
any ambiguity, mistake or imperfection, much less obscurity or doubt in
the terms thereof.
Fifth, we are not
persuaded by private respondents'
contention that they "put in issue by the pleadings" the failure of the
written agreement to express the true intent of the parties. Record
shows[20]
that private respondents did not expressly plead that the deeds of sale
were incomplete or that it did not reflect the intention[21]
of the buyer [petitioner] and the seller [private respondents]. Such
issue
must be, "squarely presented."[22]
Private respondents merely alleged that the sale was subject to four
[4]
conditions which they tried to prove during trial by parol evidence.[23]
Obviously, this cannot be done, because they did not plead any of the
exceptions
mentioned in the parol evidence rule.[24]
Their case is covered by the general rule that the contents of the
writing
are the only repository of the terms of the agreement. Considering that
private respondent Oscar Inocentes is a lawyer [and former judge], he
was
"supposed to be steeped in legal knowledge and practices" and was
"expected
to know the consequences"[25]
of his signing a Deed of Absolute Sale. Had he given an iota's
attention
to scrutinize the deeds, he would have incorporated important
stipulations
that the transfer of title to said lots were conditional.[26]
One last thing,
assuming arguendo that
the parol evidence is admissible, it should, nonetheless, be
disbelieved
as no other evidence appears from the record to sustain the existence
of
the alleged conditions. Not even the other seller, Asuncion Inocentes,
was presented to testify on such conditions.cralaw:red
ACCORDINGLY, the
appealed decision is REVERSED
and the records of this case REMANDED to the trial court for proper
disposition
in accordance with this ruling.cralaw:red
SO ORDERED.cralaw:red
Narvasa, C.J.,
Davide, Jr., Melo and Panganiban,
JJ., concur.cralaw:red
__________________________________
Endnotes
[1]
Annex "B", Records, p. 79: Rollo pp. 27-28.
[2]
Annex "A", p. 77; Rollo, p. 28.
[3]
Rollo, p. 24; Records, p. 7.
[4]
The title is with a certain Atty. Joson for the purpose of subdividing
the said lot, which fact is allegedly known to petitioner.
[5]
Records, p. 21.
[6]
Rollo, p. 26.
[7]
TSN, Oscar Inocentes, February 27, 1991, pp. 4, 5.
[8]
Abella vs. CA. G.R. No. 107606, June 20, 1996.
[9]
De Leon vs. CA, 204 SCRA 612.
[10]
Formerly Sec. 7 of Rule 130.
[11]
Siasat v. IAC, 139 SCRA 238; Enriquez vs. Ramos, 116 Phil. 525.
[12]
Cu vs. CA, 195 SCRA 647, citing Moran, Comments on the Rules of Court,
Vol. V, 1980 ed., p. 101.
[13]
Manila Bay Club Corp. vs. CA, 245 SCRA 715; Gaw vs. IAC, 220 SCRA 405.
[14]
117 Phil. 761 [1963].
[15]
Exhibit "L".
[16]
Tupue vs. Urgel, 161 SCRA 417, Continental Airlines vs. Santiago, 172
SCRA
490; Gerales vs. CA, 218 SCRA 640.
[17]
Heirs of del Rosario vs. Santos, 194 Phil. 671; 108 SCRA 43.
[18]
Pioneer Savings and Loan Bank vs. CA, 226 SCRA 740, 744 [1993] citing
dela
Rama vs. Ledesma, 143 SCRA 1 and Yu Tek vs. Gonzales, 29 Phil. 384.
[19]
Heirs of del Rosario vs. Santos, supra, [Phil.] at 687 citing
Francisco,
Vicente J.; The Revised Rules of Court in the Philippines, Vol. VII,
pp.
161-162 [1973].
[20]
Private respondents' answer with counterclaim filed before the lower
court
does not mention nor refer to the parol evidence rule and the
exceptions
therein. All that they pleaded were the alleged conditions for which
petitioner
must first comply.
[21]
Phil. National Railways vs. CIR of Albay, Br. 1, 83 SCRA 569.
[22]
Tolentino vs. Gonzales, 50 Phil. 558, 567 [1927].
[23]
Phil. National Railways vs. CIR of Albay, Br. 1, supra.
[24]
Ibid.
[25]
See Pioneer Savings and Loan Bank vs. CA, supra. at 744.
[26]
Ibid., see also dela Rama and Gaw cases, supra. |