No. 2412 – PEDRO ROMAN, plaintiff and appellant, vs. ANDRES GRIMALT, defendant and appellee.
TORRES, J.
Rule Synopsis
Failure to comply with an essential condition of the contract of sale imposed on its perfection prevents the same. In case of loss, the seller should bear the loss.
Facts
On June 1904, Roman, as seller, and Grimalt, as buyer, entered into a verbal sale contract of the schooner for P1,500. On June 23, via a letter, the buyer agreed to purchase the same and offered to pay in three P500 installments. One June 24, the seller accepted. The seller said that from June 24, the schooner was at the buyer’s disposal. He also offered to deliver the same. On June 25, the schooner was totally lost due to a storm. On June 30, the seller demanded for payment from the buyer. The latter refused.
Thus, the seller filed a complaint against the buyer on ground of non-payment. It set forth the following prayers: 1) payment of the purchase price schooner [P1,500]; 2) legal interest; 3) costs of suit; 4) other equitable remedies.
The buyer, in its answer, said that there was no perfected contract of sale. Given that the same was conditioned on a finding that the title papers should be found satisfactory and that the vessel be found seaworthy. However, the papers were found unsatisfactory, upon examination by a notary public. The buyer also alleged that the buyer did nothing to perfect the title papers. The buyer also denied his alleged agreement with the seller as to the purchase price and the latter’s offer to deliver.
The lower court ruled in favor of the buyer, finding that there was no perfected contract of sale. The Supreme Court affirmed.
Issues
- Was there a perfected contract of sale?
- Who must bear the loss of the schooner?
- Was Grimalt under obligation to pay the purchase price of the vessel?
Ruling and Discussion
- No. There was no perfected contract of sale.
A contract of sale is perfected upon the meeting of the minds of the buyer and the seller as to the object of the sale, and the price. Even if there should be no delivery yet.
Ownership is not transferred until the object was delivered, and the buyer took possession of the same. The execution of a public instrument is equivalent to the delivery of the object of the contract of sale.
In this case, the sale of the schooner was not perfected and the purchaser did not consent to the execution of the deed of transfer for the reason that the title of the vessel was in the name of one Paulina Giron and not in the name of Pedro Roman, the alleged owner. Roman promised, however, to perfect his title to the vessel, but he failed to do so. The papers presented by him did not show that he was the owner of the vessel. - Roman, the owner must bear the loss of the schooner.
The loss of the vessel must be borne by its owner and not by a party who only intended to purchase it and who was unable to do so on account of failure on the part of the owner to show proper title to the vessel and thus enable them to draw up the contract of sale.
The vessel sunk before the owner had complied with the condition exacted by the proposed purchaser. The latter must bear the loss. - No. Grimalt was under no obligation to pay the purchase price of the vessel.
The purchase was not concluded and the conversations had between the parties and the letter written by defendant to plaintiff did not establish a contract sufficient in itself to create reciprocal rights between the parties.
Dispositive
Judgment affirmed.