"Quezon City

November 11, 1989

SIN [sic] PO EK COMMERCIAL

Tacloban City

Gentlemen:

Please contact Mrs. REMEDIOS L. PETILLA who is authorized to negotiate the sale with any and all interested parties.

Cordially yours,

(sgd.) TEODORA P. MARTINEZ"

"WHEREFORE, upon the preponderance of evidence this Court renders judgment in favor of the plaintiffs [sic] SEN PO EK MARKETING CORPORATION represented by Consorcio Yusiong, and against the defendants –

1. Declaring, as ordering the rescission of the Deed of Absolute Sale executed by defendant Teodora P. Martinez on 12 January 1990 in favor of the brother defendants Juanito Tiu Uyping Jr., Nelson Tiu Uyping and Leoncio Tiu Uyping, Exhibit ‘2’;

2. Declaring that the plaintiffs [sic] have a first preference to buy Lot Nos. 50 and 106 of the Tacloban Cadastre as well as the building erected thereon as of December, 1989, hence, commanding defendant Teodora P. Martinez and her brothers and sisters to sell the aforementioned properties to the plaintiff corporation at the price of Six Thousand (P6,000.00) Pesos per square meter as offered in the letter dated 11 November 1989 and as appearing to have been quoted by Teodora P. Martinez’ agent, Mrs. Remedios L. Petilla;

3. Ordering the defendant Teodora P. Martinez to return to his [sic] co-defendants Tiu Uyping brothers the sum of EIGHT HUNDRED THOUSAND (P800,000.00) Pesos, appearing to be the total selling price of the property in question;

4. Ordering defendant Teodora P. Martinez to pay the plaintiff corporation the sum of TEN THOUSAND PESOS (P10,000.00) in the concept of attorney’s fees and THREE THOUSAND PESOS (P 3,000.00) in that of litigation expenses.

Costs of this suit jointly and severally against all defendants.

"It is noteworthy that although the CORPORATION included the sale by Sofia of the subject property to her daughter, Teodora, as one of the deeds it prayed to be declared void or annulled the trial court did not nullify the deed. It, therefore, remains valid and binding. And, indeed, the trial court could not have granted what was prayed for, notwithstanding the late notarization of the deed and its other perceived defects, not only because neither Sofia nor her heirs complained, and on the contrary, the said heirs acknowledged its validity, but more importantly, a contract is valid in whatever form it may have been entered into unless form is essential for its validity, which is not so in this case. The Corporation’s protestation that the sale is invalid since it was not informed of it, has no basis in law.

"Being the owner of the property in suit, Teodora had the right to exercise all the attributes of ownership, to wit: jus possidendi, jus utendi, jus fruendi, jus abutendi, jus disponendi and jus vindicandi. With respect to jus disponendi, she may dispose of the property to whomsoever and in whatsoever manner and for whatever consideration she wishes, although at a loss or even for free and no one can complain, except as may otherwise be provided by law, like the limitations on donation and in the case of sale, the right of pre-emption of an adjoining owner and the right of first refusal under the Urban Land Reform Law (P.D. No. 1517) when the area is proclaimed as an urban land reform zone.

"In the case on hand, the appellee Corporation is neither an adjoining owner of the property in suit nor a qualified tenant of a residential land in a duly proclaimed urban land reform zone, there being no proof of such proclamation in Tacloban City. Its claim to first priority to buy the disputed property is merely derived from the following postulation:

"The claim is, however, utterly bereft of any foundation in law. It is noteworthy that the Corporation does not cite any specific piece of legislation or even any decisional law that is supportive of its stance. This is simply because there is none. Deserving of some examination, if at all, is only the last part of the Corporation’s formulation, to wit: that it accepted Teodora’s offer to sell.

"Teodora, however, made no offer to sell the property, much less to the Corporation in particular. She merely gave notice to the Corporation of her intention to sell. x x x x x x x x x

"Clearly, no offer to sell was made. If ever there was any semblance of an offer, it was merely for the Corporation to contact Mrs. Remedios Petilla who was authorized to negotiate the sale `with any and all interested parties.’ But the Corporation did not promptly react. On the contrary, the Uypings, upon learning somehow that the property was up for sale, were the ones who immediately made inquiries from Governor Leopoldo Petilla, the husband of Remedios, and, thereupon, made an offer to buy. Still, to be considerate to the Corporation, which was a long-time lessee of the property, the Governor called up its representative, Alfredo Yu Siong, to find out if they were interested in buying the property but after mulling over the matter for sometime, Alfredo informed the Governor that they were not interested. So, on December 23, 1989, Teodora accepted the offer of the Uypings and executed in their favor the Option to Purchase after the latter had paid her one-half of the agreed purchase price of P800,000.00. Then on January 12, 1990, upon payment of the balance of P400,000.00, she executed the corresponding deed of absolute sale.

"The Corporation discredits the testimony of Governor Petilla in this regard and, not without malediction asks, `Is it because Gov. Petilla is a lawyer, and consequently is more eloquent in narrating defendants-appellants distorted version of the facts?’ For being a lawyer and, hence, an officer of the court, we readily give full faith and credence to the testimony of Governor Petilla as against Alfredo Yu Siong’s whom we found to be lying through his teeth for, in his testimony on April 26, 1991, he declared that upon receiving Teodora’s notice of intention to sell, he and his brother, Consorico Yu Siong, went to see Mrs. Petilla at Palo, Leyte, because they know that the Petillas reside there.

"x x x x x x x x x

"But on December 6, 1991, in rebutting Governor Petilla’s testimony, he perjuriously executed a turn about and declared that he did not go to the Governor’s residence in Palo as he did not know that they reside there.

"x x x x x x x x x

"In any event, even if Teodora’s letter of November 11, 1989, were construed as an offer or promise to sell the property to the Corporation, the latter did not thereby acquire any enforceable or actionable right for the simple reason that the letter did not quote any price and is, therefore, not the offer contemplated by law. In this regard, Article 1479 of the Civil Code provides:

"Thus, although the Yu Siong brothers and sisters, who own the Corporation, allegedly decided among themselves to buy the property upon receipt of Teodora’s letter on December 12, 1989, still Consorcio and Alfredo Yu Siong had to seek out Mrs. Remedios Petilla, about three (3) to four (4) days thereafter, to find out the selling price.

"x x x x x x x x x

"But Consorcio and Alfredo Yu Siong could not make any decision on the price without first consulting their brothers and sisters. After the consultation, they sent Alfredo to Manila to see Teodora, who was residing there, to clarify if she was really selling the property.

"x x x x x x x x x

"Alfredo allegedly met with Teodora on December 26, 1989, who told him to reduce into writing their offer to buy.

"x x x x x x x x x

"On December 27, 1989, Consorcio Yu Siong wrote their letter of acceptance and on December 28, sent it by registered mail to Teodora in Quezon City with a copy furnished Remedios Petilla in Palo, Leyte. Teodora received the letter on January 12, 1990 while Remedios got her copy on January 2, 1990.

"But the letter of acceptance was too late since, as aforestated, on December 23, 1989, Teodora already executed an option to purchase in favor of the Uypings upon her receipt of their initial payment of P400,000.00. It bears stressing in this connection that Teodora’s notice of intention to sell became an offer to sell to the Corporation only on December 15 or 16, 1989, (three or four days after it received the notice on December 12, 1989) when Mrs. Remedios Petilla quoted the price of P6,000.00 per square meter to Consorcio and Alfredo Yu Siong. However, the latter did not then signify their acceptance and, instead, according to Consorcio himself, they took their time to make up their minds. In the interim, Teodora committed to sell to the Uypings on December 23, 1989. At that point in time, there could not have been any perfected contract between Teodora and the Corporation since there was no meeting of the minds between them on the consideration. As Article 1475 of the Civil Code provides:

"At most, there was only an offer or promise to sell which was not binding on Teodora as it was not then accepted, and even if accepted, the acceptance was not supported by a consideration distinct from the promise. Teodora was, therefore, at complete liberty to convey the property to the Uypings.

"And when Alfredo Yu Siong went to see her on December 26, 1989, pleading that they be allowed to buy the property, she refused, telling him that she had already committed it to other people. Thus, she was surprised to receive in January 1990, a letter from the Corporation offering to buy the property for P6,000.00 per square meter.

"Understandably, Alfredo Yu Siong gave the lie to Teodora’s testimony.

x x x x x x x x x

"He even went further to flatly contradict and make a liar out of his own brother, Consorcio Yu Siong, by asserting that in their meeting with Mrs. Remedios Petilla on December 15 or 16, 1989, they already agreed on the latter’s price quotation of P6,000.00 per square meter.

x x x x x x x x x

"Alfredo Yu Siong, however, is hopelessly wanting in credibility. As we pointed out earlier, he caught himself in irretrievable inconsistency in his attempt to discredit Governor Petilla. Now, he can not even spare his own brother from his penchant for prevarication for the sake of advancing their cause.

"From our viewpoint, the Corporation, upon the instigation of Alfredo Yu Siong, conceived of the plot of belatedly offering to buy the property in suit at P6,000.00 per square meter, or the total price of P1,878,000.00 in order to make the accepted offer of the Uypings in the amount of P800,000.00 appear a pittance, in a calculated move to start a lawsuit and thereby prolong their stay on the premises. So far, they have succeeded. But to us, it is downright unthinkable that Teodora could have agreed to back out from her commitment to the Uypings. That is too foolhardy an adventure to go into and too farfetched to merit belief.

"To repeat, under the facts, no contractual or juridical relation whatsoever has been established between Teodora and the Corporation as seller and buyer, respectively, of the property in dispute. Even the trial court conspicuously failed to point out any. Nonetheless, it inscrutably ordered the `rescission’ of the deed of absolute sale between Teodora and the Uypings, and `commanded’ Teodora and her brothers and sisters to sell the property to the Corporation on the basis of Article 19 of the Civil Code.

x x x x x x x x x

WHETHER OR NOT THE COURT OF APPEALS HAS DECIDED IN A WAY NOT IN ACCORD WITH LAW AND JURISPRUDENCE, DISREGARDING CLEAR EVIDENCE ON RECORD, WHEN IT HELD THAT THE SALE OF THE PROPERTY IN QUESTION BY THE LATE SOFIA MARTINEZ TO HER DAUGHTER TEODORA WAS VALID, AND NOT VOID AS FOUND BY THE TRIAL COURT.

WHETHER OR NOT THE COURT OF APPEALS HAS DECIDED ARBITRARILY AND CAPRICIOUSLY, IN A WAY NOT IN ACCORD WITH JUSTICE AND EQUITY, WHEN IT HELD THAT THE PETITIONER HAS NO LEGAL AND EQUITABLE RIGHT TO PURCHASE THE PROPERTY IN QUESTION, AS AGAINST THE TIU UYPINGS.

WHETHER OR NOT THE COURT OF APPEALS HAS DECIDED ARBITRARILY AND CAPRICIOUSLY IN A WAY NOT IN ACCORD WITH LAW AND JURISPRUDENCE, IN UPHOLDING THE VALIDITY OF THE DEED OF SALE BETWEEN TEODORA AND THE TIU UYPINGS.

Q – So, the rentals were actually intended and received by Sofia P. Martinez?

A – Yes, sir.

Q – And it was at this happening that Sofia Martinez have been receiving the rentals in the year 1979 when you were already allegedly the owner up to her death in August, 1989? Is that correct?

"Whenever a piece of urban land which is so small and so situated that a major portion thereof cannot be used for any practical purpose within a reasonable time, having been bought merely for speculation, is about to be re-sold, the owner of the adjoining land shall have the right of redemption, also at a reasonable price.

When two or more owners of adjoining lands wish to exercise the right of pre-emption or redemption, the owner whose intended use of the land in question appears best justified shall be preferred,"