Art. 1311 of the Civil Code provides, as follows —
Art. 1311. Contracts take effect only between the
parties, their assigns and heirs, except in case where the rights and
obligations arising from the contract are not transmissible by their
nature, or by stipulation or by provision of law. The heir is not liable
beyond the value of the property he received from the decedent.
x x x x x x x x x
The general rule, therefore, is that heirs are bound
by contracts entered into by their predecessors-in-interest except when
the rights and obligations arising therefrom are not transmissible by
(1) their nature, (2) stipulation or (3) provision of law.
In the case at bar, there is neither contractual
stipulation nor legal provision making the rights and obligations under
the contract intransmissible. More importantly, the nature of the rights
and obligations therein are, by their nature, transmissible.
The nature of intransmissible rights as explained by Arturo Tolentino, an eminent civilist, is as follows:
Among contracts which are intransmissible are those
which are purely personal, either by provision of law, such as in cases
of partnerships and agency, or by the very nature of the obligations
arising therefrom, such as those requiring special personal
qualifications of the obligor. It may also be stated that contracts for
the payment of money debts are not transmitted to the heirs of a party,
but constitute a charge against his estate. Thus, where the client in a
contract for professional services of a lawyer died, leaving minor
heirs, and the lawyer, instead of presenting his claim for professional
services under the contract to the probate court, substituted the minors
as parties for his client, it was held that the contract could not be
enforced against the minors; the lawyer was limited to a recovery on the
basis of quantum meruit.9
In American jurisprudence, "(W)here acts stipulated
in a contract require the exercise of special knowledge, genius, skill,
taste, ability, experience, judgment, discretion, integrity, or other
personal qualification of one or both parties, the agreement is of a
personal nature, and terminates on the death of the party who is
required to render such service." 10
It has also been held that a good measure for
determining whether a contract terminates upon the death of one of the
parties is whether it is of such a character that it may be performed by
the promissor's personal representative. Contracts to perform personal
acts which cannot be as well performed by others are discharged by the
death of the promissor. Conversely, where the service or act is of such a
character that it may as well be performed by another, or where the
contract, by its terms, shows that performance by others was
contemplated, death does not terminate the contract or excuse
nonperformance. 11
In the case at bar, there is no personal act required
from the late Encarnacion Bartolome. Rather, the obligation of
Encarnacion in the contract to deliver possession of the subject
property to petitioner upon the exercise by the latter of its option to
lease the same may very well be performed by her heir Victor.
As early as 1903, it was held that "(H)e who contracts does so for himself and his heirs." 12
In 1952, it was ruled that if the predecessor was duty-bound to
reconvey land to another, and at his death the reconveyance had not been
made, the heirs can be compelled to execute the proper deed for
reconveyance. This was grounded upon the principle that heirs cannot
escape the legal consequence of a transaction entered into by their
predecessor-in-interest because they have inherited the property subject
to the liability affecting their common ancestor. 13
It is futile for Victor to insist that he is not a
party to the contract because of the clear provision of Article 1311 of
the Civil Code. Indeed, being an heir of Encarnacion, there is privity
of interest between him and his deceased mother. He only succeeds to
what rights his mother had and what is valid and binding against her is
also valid and binding as against him. 14 This is clear from Parañaque Kings Enterprises vs. Court of Appeals, 15 where this Court rejected a similar defense —
With respect to the contention of respondent Raymundo
that he is not privy to the lease contract, not being the lessor nor
the lessee referred to therein, he could thus not have violated its
provisions, but he is nevertheless a proper party. Clearly, he stepped
into the shoes of the owner-lessor of the land as, by virtue of his
purchase, he assumed all the obligations of the lessor under the lease
contract. Moreover, he received benefits in the form of rental payments.
Furthermore, the complaint, as well as the petition, prayed for the
annulment of the sale of the properties to him. Both pleadings also
alleged collusion between him and respondent Santos which defeated the
exercise by petitioner of its right of first refusal.
In order then to accord complete relief to
petitioner, respondent Raymundo was a necessary, if not indispensable,
party to the case. A favorable judgment for the petitioner will
necessarily affect the rights of respondent Raymundo as the buyer of the
property over which petitioner would like to assert its right of first
option to buy.
In the case at bar, the subject matter of the
contract is likewise a lease, which is a property right. The death of a
party does not excuse nonperformance of a contract which involves a
property right, and the rights and obligations thereunder pass to the
personal representatives of the deceased. Similarly, nonperformance is
not excused by the death of the party when the other party has a
property interest in the subject matter of the contract. 16
Under both Article 1311 of the Civil Code and
jurisprudence, therefore, Victor is bound by the subject Contract of
Lease with Option to Buy.
That being resolved, we now rule on the issue of
whether petitioner had complied with its obligations under the contract
and with the requisites to exercise its option. The payment by
petitioner of the reservation fees during the two-year period within
which it had the option to lease or purchase the property is not
disputed. In fact, the payment of such reservation fees, except those
for February and March, 1990 were admitted by Victor. 17 This is clear from the transcripts, to wit —
ATTY. MOJADO:
One request, Your Honor. The last payment which was
allegedly made in January 1990 just indicate in that stipulation that it
was issued November of 1989 and postdated January 1990 and then we will
admit all.
COURT:All reservation fee?
ATTY. MOJADO:
Yes, Your Honor.
COURT:
All as part of the lease?
ATTY. MOJADO:
Reservation fee, Your Honor. There was no payment with respect to payment of rentals. 18
Petitioner also paid the P15,000.00 monthly rental
fee on the subject property by depositing the same in China Bank Savings
Account No. 1-04-02558-I-1, in the name of Victor as the sole heir of
Encarnacion Bartolome, 19
for the months of March to July 30, 1990, or a total of five (5)
months, despite the refusal of Victor to turn over the subject property.
20
Likewise, petitioner complied with its duty to inform
the other party of its intention to exercise its option to lease
through its letter dated Match 12, 1990, 21
well within the two-year period for it to exercise its option.
Considering that at that time Encarnacion Bartolome had already passed
away, it was legitimate for petitioner to have addressed its letter to
her heir.1âwphi1
It appears, therefore, that the exercise by
petitioner of its option to lease the subject property was made in
accordance with the contractual provisions. Concomitantly, private
respondent Victor Bartolome has the obligation to surrender possession
of and lease the premises to petitioner for a period of six (6) years,
pursuant to the Contract of Lease with Option to Buy.
Coming now to the issue of tenancy, we find that this
is not for this Court to pass upon in the present petition. We note
that the Motion to Intervene and to Dismiss of the alleged tenant,
Andres Lanozo, was denied by the lower court and that such denial was
never made the subject of an appeal. As the lower court stated in its
Order, the alleged right of the tenant may well be ventilated in another
proceeding in due time.
WHEREFORE, in view of the foregoing, the instant
Petition for Review is GRANTED. The Decision of the Court of Appeals in
CA-G.R. CV No. 40849 and that of the Regional Trial Court of Valenzuela
in Civil Case No. 3337-V-90 are both SET ASIDE and a new one rendered
ordering private respondent Victor Bartolome to:
(a) surrender and deliver possession of that parcel
of land covered by Transfer Certificate of Title No. V-14249 by way of
lease to petitioner and to perform all obligations of his
predecessor-in-interest, Encarnacion Bartolome, under the subject
Contract of Lease with Option to Buy;
(b) surrender and deliver his copy of Transfer
Certificate of Title No. V-14249 to respondent Register of Deeds for
registration and annotation thereon of the subject Contract of Lease
with Option to Buy;
(c) pay costs of suit.
Respondent Register of Deeds is, accordingly, ordered
to register and annotate the subject Contract of Lease with Option to
Buy at the back of Transfer Certificate of Title No. V-14249 upon
submission by petitioner of a copy thereof to his office.
SO ORDERED.1âwphi1.nêt
No comments:
Post a Comment