152 GR 82508 Sept.29,1989 Filinvest Credit Corp.vs CA Facts: The private respondents were engaged in the sale of gravel produced from crushed rocks,they bought a rock crusher machine with the financial assistance of petitioner with waiver of warranties and subject to the conditions,that the machinery be purchased in Petitioner's name, that it be leased (with option to purchase upon termination of the period) to the private respondents and for the latter to execute a Real estate mortgage as security for the amount advanced.Three months from the date of delivery of the machine private respondent sent a letter complaint to the Respondent alleging that contrary to the 20-40tons per hour capacity of the machine it could only process 5tons per hour.Subsequently the latter stopped payment of the remaining checks they issued to petitioner.Petitioner then after repeated demands for the rentals,extrajudicially foreclose the REM. Issue: Whether or not petitioner be held liable for the deficiency of the machine? Ruling: No.Taking into account that due to the nature of its business and its mode of providing financial assistance to particular item is left to the client concerned, the latter, therefore, shoulders the responsibility of protecting himself against product defects. This is where the waiver of warranties is of paramount importance. Common sense dictates that a buyer inspects a product before purchasing it (under the principle of caveat emptor or "buyer beware") and does not return it for defects discovered later on, particularly if the return of the product is not covered by or stipulated in a contract or warranty. In the case at bar, to declare the waiver as non-effective, as the lower courts did, would impair the obligation of contracts. Certainly, the waiver in question could not be considered a mere surplusage in the contract between the parties. 153 GR L-4386 February 24,1909 Chong Yong Tek vs. Santos Facts: The plaintiff sold to the defendant certain quantity of tobacco,latter does not deny such purchase nor the amount which was originally promised to be paid for the same.No part of the amount has been paid,which lead the plaintiff to commence an action for its recovery.Record recovery.Record does not show that defendat had
made any complaint to the plaintiff concerning the quality of the tobacco or that it was not the kind of tobacco which she had purchased. Issue: Whether or not there was warranty supported by the plaintiff? Ruling: There is no attempt to show that the plaintiff undertook to warrant the quality of the tobacco. In the absence of an express warranty, a vendor of merchandise only warrants: First. The legal and peaceable possession of the thing sold; and Second. That there are no hidden faults or defects therein. (Art. 1474, Civil Code.) Moreover, it appears from the record that the defendant did examine the tobacco in question at the time of the sale by opening many of the bundles and examining the contents thereof. It not being proven that the plaintiff made any warranty or any misrepresentations with reference to the quality of the tobacco in question, and it having been proven that the tobacco in question at the time of purchase and not having made any objection whatever until after a lapse of more than three years and not then until after an action had been brought, and making no objection whatever as to the price agreed upon, nor as to the quantity of the tobacco delivered, in our opinion she should be held liable for the payment of the amount agreed upon. 154 GR 148173 Dec.10,2004 Supercars Management&Development Corp. vs Flores Facts: Private respondent purchased a vehicle from the petitioner, former paid the down payment ,bank financed the balance and secured by a chattel mortgage of the same vehicle. A day after the vehicle was delivered certain defects arose which was addressed to the petitioner and through the salesman the vehicle was repaired and returned to private respondent assuring that it was already in good condition. But after driving the vehicle defects resurfaced prompting the private respondent to send a letter rescinding the contract of sale and returning the vehicle which he did due to the breach of warranty against hidden defects, copy thereof was sent to the bank. Issue: Whether or not Petitioner be held liable for the defects that arose out of the vehicle? Ruling: Respondent’s complaint filed with the RTC seeks to recover from petitioner the money he paid for the vehicle due to the latter’s breach of his warranty
against hidden defects under Articles 1547, 1561, and 1566 of the Civil Code.The vehicle, after it was delivered to respondent, malfunctioned despite repeated repairs by petitioner. Obviously, the vehicle has hidden defects. A hidden defect is one which is unknown or could not have been known to the vendee. The findings of both the RTC and Court of Appeals that petitioner committed a breach of warranty against hidden defects are fully supported by the records. The Appellate Court correctly ruled: “The evidence clearly shows that Flores [now respondent] was justified in opting to rescind the sale given the hidden defects of the vehicle, allowance for the repair of which he patiently extended, but which repair did not turn out to be satisfactory. For when by letters of January 30, 1989 and February 7, 1989, which were followed up by another dated March 1, 1989, Flores declared his rescission of the sale, which rescission was not impugned or opposed by appellants as in fact they accepted the return of the vehicle on February 9, 1989, such extra judicial rescission x xx produced legal effect (UP vs. de los Angeles, 35 SCRA 102 [1970]; Tolentino Commentaries and Jurisprudence on the Civil Code, citing Magdalena Estate v. Myrick , 71 Phil. 344 [1940-1941]). It is well within respondent’s right to recover damages from petitioner who committed a breach of warranty against hidden defects. Article 1599 of the Civil Code partly provides: “Article 1599. Where there is a breach of warranty by the seller, the buyer may, at his election: (4) Rescind the contract of sale and refuse to receive the goods, or if the goods have already been received, return them or offer to return them to the seller and recover the price or any part thereof which has been paid. When the buyer has claimed and been granted a remedy in anyone of these ways, no other remedy can thereafter be granted, without prejudice to the provisions of the second paragraph of Article 1191. 155 G.R. No. L-18999 November 24, 1922 Bryan vs.Hankins and Bialoglowski Facts: The petitioner purchased a vessel from the defendant to be used in the
former's business, he made the down payment and executed two promissory notes in favor of defendant for the balance of the purchase price. The vessel was immediately delivered to petitioner and he brought it to his place of business after sometime petitioner submit the same to inspection only then did he know that the vessel was not seaworthy as what the evaluation of the inspector resulted. Then petitioner brought an action to rescind the contract as well as the cancellation of the promissory notes in favor of the defendant. The defendant interpose the defense that they are not liable for the vessel was a merchandise and subject to a 30-day limitation period. Issue: Whether or not defendant be adjudged liable? Ruling: Yes As we analyze the evidence the instant case comes under the provisions of article 1484 of the Civil Code, which provides: " The vendor is liable for any hidden defects which the thing sold may have should they render it unfit for the use for which it was intended, or if they should diminish its adaptability to such use to such an extent that had the vendee had knowledge thereof he would not have bought it or would have given a lower price for it; but such vendor shall not be liable for patent or visible defects, or for those which are not visible, if the vendee should be an expert who by reason of his trade or profession should easily perceive them. ,
And article 1485, which provides: The vendor is liable to the vendee for any latent faults or defects in the thing sold, even if they were unknown to him. This provision shall not apply if the contrary has been stipulated and the vendor was not aware of such latent faults or defects. The plaintiff purchased the vessel for his own personal use, and it involved an investment .The testimony is conclusive that at the time of its inspection at the place of business it was unseaworthy and it had but little, if any, commercial value. The defects of its construction were hidden and concealed and were unknown to the plaintiff until the official inspection was made, when he promptly brought this action. The proof is conclusive that such hidden defects rendered the vessel unfit for the use for which it was intended, and that the plaintiff did not have any knowledge of such defects, and that no sane man would ever have purchased it with such knowledge.
156 GR No. 52267 January 24, 1996 Engineering & Machinery vs CA Facts: The Private respondent and petitioner entered into a contract whereby the latter will provide for the air conditioning system on private respondent’s building, the latter accepted petitioner’s plan for the installation and equally paid for the same. Thereafter private respondent sold the building but later on recovered the same the time when he discovered the defect in the air conditioning system after 8 years. On the basis of a report, private respondent filed an action for damages against petitioner alleging that the air-conditioning system installed by petitioner did not comply with the agreed plans and specifications. Issue: Whether or not private respondent's complaint was barred by prescription under Article 1571 of the Civil Code, which provides for a sixmonth prescriptive period? Ruling: No. In Villostas vs. Court of Appeals , we held that, "while it is true that Article 1571 of the Civil Code provides for a prescriptive period of six months for a redhibitory action, a cursory reading of the ten preceding articles to which it refers will reveal that said rule may be applied only in case of implied warranties"; and where there is an express warranty in the contract, as in the case at bench, the prescriptive period is the one specified in the express warranty, and in the absence of such period, "the general rule on rescission of contract, which is four years (Article 1389, Civil Code) shall apply" . Having concluded that the original complaint is one f or damages arising from breach of a written contract - and not a suit t o enforce warranties against hidden defects - we here - with declare that the governing law is Article 1715. However, inasmuch as this provision does not contain a specific prescriptive period, the general law on prescription, which is Article 1144 of the Civil Code, will apply. Said provision states, inter alia, that actions "upon a written contract" prescribe in ten (10) years. Since the governing contract was executed on September 10, 1962 and the complaint was f iled on May 8, 1971, it is clear that the action has not prescribed.Verily, the mere fact that the private respondent accepted the work does not, ipso facto, relieve the
petitioner from liability for deviations from and violations of the written contract, as the law gives him ten (10) years within which to file an action based on breach thereof.
157 GR No. L-50444 August 31, 1987 Antipolo Realty Corp vs NHA
Facts: The Private respondent was a transferee of a unit from the subdivision owned by petitioner. The transfer was embodied in a Deed of Assignment and Substitution of Obligor (Delegacion), executed with the consent of petitioner, in which Mr. Yuson assumed the performance of the vendee's obligations under the original contract, including payment of his predecessor's installments in arrears. However, for failure of petitioner to develop the subdivision project in accordance with its undertaking under a clause of the Contract to Sell, private respondent paid only the arrears pertaining to the period up to, and including, the month of August 1972 and stopped all monthly installment payments falling due thereafter. Petitioner made demands,butprivate respondent refused to pay the September 1972-October 1976 monthly installments but agreed to pay the post October 1976 installments. Antipolo Realty responded by rescinding the Contract to Sell, and claiming the forfeiture of all installment payments previously made.Aggrieved by the rescission of the Contract to Sell, private respondent brought his dispute with petitioner before public respondent NHA through a letter-complaint, the latter favored private respondent.
Issue: Whether or not the vendee be obliged to pay during the period of suspension of payments?
Ruling: No.The NHA was therefore correct in holding that private respondent's prior installment payments could not be forfeited in favor of petitioner.It should be recalled that the latter had already fulfilled, albeit tardily, its obligations to its
lot buyers under their Contracts to Sell. At the same time, the lot buyer should not be regarded as delinquent and as such charged penalty interest. The suspension of installment payments was attributable to the petitioner, not the private respondent. The tacking on of the period of suspension to the end of the original period precisely prevents default on the part of the lot buyer. In the words of the NHA resolution, "never would [the buyer] incur any arrears.Having failed to comply with its contractual obligation to complete certain specified improvements in the subdivision within the specified period of two years from the date of the execution of the Contract to Sell, petitioner was not entitled to exercise its options under Clause 7 of the Contract. Hence, petitioner could neither rescind the Contract to Sell nor treat the installment payments made by the private respondent as forfeited in its favor. Indeed, under the general Civil Law, 13 in view of petitioner's breach of its contract with private respondent, it is the latter who is vested with the option either to rescind the contract and receive reimbursement of an installment payments (with legal interest) made for the purchase of the subdivision lot in question, or to suspend payment of further purchase installments until such time as the petitioner had fulfilled its obligations to the buyer.
158 GR No. 97442 June 30, 1994 Ocampovs Court of Appeals
Facts: The Private respondent seller’s land was on a mortgage, notwithstanding such the latter sold the same to petitioner under an “Agreement to Sell Property”, and initial payment was paid.Before the six-month period to complete the payment of the purchase price expired, petitioner f ailed to complete the payment. Nevertheless seller accepted her subsequent late payments. Meanwhile, the subject property was involved in a boundary dispute .Upon learning of the mortgage lien, petitioner caused her adverse claim to be annotated on the Certificate of title.In seller ’s letter to petitioner, former sought the cancellation of petitioner’s adverse claim and presented her with two options, namely, a refund of payments made, or a share from the net proceeds if sold to a third party. On even date, petitioner through counsel wrote seller expressing her readiness to pay the balance of the purchase price, should be ready to deliver to her the deed of absolute sale and the owner’s duplicate of OCT for purposes of registration.
Meanwhile seller and third party executed a "Contract to Sell" whereby former "sells, cedes, transfers, and conveys" to the third party the same land. The contract stipulated the immediate conveyance of the physical possession of the land to the latter, although no deed of definite sale would be delivered to her unless the price was fully paid. The contract noted the supposed judicial termination of the boundary dispute over the land. Issue: Whether or not petitioner has the lawful claim over the disputed land? Ruling: Yes. The failure of the buyer to pay the price in full within a fixed period does not, by itself, bar the transfer of the ownership or possession, much less dissolve the contract of sale.Under Art. 1592 of the Civil Code, the failure of petitioner to complete her payment of the purchase price within the stipulated period merely accorded seller the option to rescind the contract of sale upon judicial or notarial demand. However, the letter claimed to have been sent by seller to petitioner rescinding the contract of sale was defective because it was not notarized and, more importantly, it was not proven to have been received by petitioner. Likewise, the Civil Case filed by the seller could not be considered a judicial demand under Art. 1592 of the Civil Code because it did not pray for the rescission of the contract. Although the complaint sought the cancellation of petitioner’s adverse claim on seller ’s OCT and for the refund of the payments made, these could not be equivalent to a rescission. In other words, seeking discharge from contractual obligations and an offer for restitution is not the same as abrogation of the contract. To rescind is "[t]o declare a contract void in its inception and to put an end to it as though it never were." It is "[n]ot merely to terminate it and release parties from further obligations to each other but to abrogate it from the beginning and restore parties to relative positions which they would have occupied had no contract ever been made." Seller, on the other hand, is now precluded from raising the issue of late payments. His unqualified acceptance of payments after the six-month period expired constitutes waiver of the period and, hence, of the ground to rescind under Art. 1592.
159 GR No. L-67929 October 27, 1987 Grajedavs Intermediate Appellate Court
Facts: The Petitioner owns an enterprise while private respondent manufactures abaca products,the former place an order of certain pieces of abaca product for its enterprise,the goods were delivered i n intervals until private resspondent completed the required number,the dispute arose upon the failure of petitioner to pay the goods delivered to her and was kept in petitioner's bodega.That on several occasions, private respondent demanded payment for the total value of the deliveries but petitioner requested for extensions of time within which to pay. Finally, private respondent sought the assistance of the PC Command and a confrontation was conducted between petitioner and private respondent. When pressed for payment, petitioner ultimately said that she rejected the items delivered by private respondent because they were defective. Subsequently, petitioner sent a letter to private respondent, to which there is a certification informing private respondent of her rejection of the items delivered, and requesting for their withdrawal from,her bodega. In view of the foregoing, private respondent filed a Complaint for Sum of Money against the petitioners before the Municipal Trial Court.
Issue: whether or not there was an acceptance of the deliveries made, or otherwise stated, whether or not there was a rejection seasonably made.
Ruling: No.The provisions of Article 1585 (New Civil Code) which provides, among others, that "the buyer is deemed to have accepted them," ... "when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them" is applicable in the instant case. The evidence clearly and unmistakably shows that the defendants retained possession of the abaca goods, subject matter i n this case, for practically a month and almost two (2) months or until this case was filed, without intimating their rejection to the supplier or seller, within a reasonable time ... for which reason such retention of the abaca "bacbac" goods for a month or more already amounts to a waiver of defendants' right to reject acceptance and payment of the plaintiffs' abaca "bacbac" goods . While it is true that Article 1584 of the Civil Code accords petitioner(as buyer) the right to a reasonable opportunity to examine the abaca "bacbac" goods to ascertain whether they are in conformity with the contract, such opportunity to examine should be availed of within a reasonable time in order that private respondent (as the seller) may not be subjected to undue delay or prejudice in the payment of his raw materials, workers and other damages which may be incurred due to the deterioration of his products.
160
GR No. 4480 October 16. 1908 Ker & Co vs De la Rama Facts: Th deceased accompanied by a ddealer in a machinery, waited upon the plaintiffs and requested them to oder from the provider a wheel with shafting corresponding with a cut in a catalogue which he produced, delivery to be made in the month of September. The wheel and shafting were duly ordered, but, owing to the vessel carrying them being obliged to put into a way port for repairs, they reached Manila only in the last week of November, and Iloilo early December. Delivery was made at the special request of the deceased and completed only after it had been suspended for a time awaiting payment by him of the price. He did not, in fact, pay, but promised to pay within a month.After the delivery, he executed before a notary public a formal protest, claiming a sum of pesos damages for the failure of his harvest owing to the delay of the wheel, which was necessary to run his sugar mill. It also appeared that an additional delay of three weeks after delivery was caused by certain changes in the shafting which the deceased found it necessary to make because the axle was not long enough for the frame which had been prepared for it.
Issue: Ruling: upon the acceptance of the wheel and shafting, and a concurrent promise to pay therefor, were a waiver of any claim for damages growing out of the delay in the delivery; that the injury suffered was the result, in large part, of the improvident dismantling of the old wheel; that any damages shown were too remote for recovery thereof under article 1107 of the [Civil] Code, and that for the nonarrival of the steamer on which the machinery was shipped the plaintiffs were not responsible. It also appears that, instead of paying for the machinery, as agreed, Sr. Robles brought suit against the plaintiff for P22,000 damages, whereupon the plaintiffs, in their turn, interposed a claim de menorcuantia for the purchase price. The principal action was never finished, but in the course of incidental proceedings costs on appeal were awarded the plaintiffs, which have been taxed as amounting to P548.99 and have been included in the judgment herein.lawphil.net
161 GR No. 111238 January 25, 1995 Adelfa Properties Incvs Court of Appeals
Facts: The petitioner bought a parcel of land from the respondents,the petitioner paid a sum of money for the purchase price Issue: Whether or not there was a valid suspension of payment of the purchase price by said petitioner, and the legal effects thereof on the contractual relations of the parties?
Ruling: As discussed, it was not an option contract but a perfected contract to sell. Verily, therefore, Article 1590 would properly apply. Petitioner was justified in suspending payment of the balance of the purchase price by reason of the aforesaid vindicatory action filed against it. The assurance made by private respondents that petitioner did not have to worry about the case because it was pure and simple harassment is not the kind of guaranty contemplated under the exceptive clause in Article 1590 wherein the vendor is bound to make payment even with the existence of a vindicatory action if the vendee should give a security for the return of the price. Be that as it may, and the validity of the suspension of payment notwithstanding, we find and hold that private respondents may no longer be compelled to sell and deliver the subject property to petitioner for two reasons, that is, petitioner's failure to duly effect the consignation of the purchase price after the disturbance had ceased; and, secondarily, the fact that the contract to sell had been validly rescinded by private respondents. The records of this case reveal that as early as February 28, 1990 when petitioner caused its exclusive option to be annotated anew on the certificate of title, it already knew of the dismissal of civil Case No. 89-5541. However, it was only on April 16, 1990 that petitioner, through its counsel, wrote private respondents expressing its willingness to pay the balance of the purchase price upon the execution of the corresponding deed of absolute sale. At most, that was merely a notice to pay. There was no proper tender of payment nor consignation in this case as required by law.
162 GR No. 147405 April 25, 2006 Platinum Plans Phil IncvsCucuenco Facts: The Plaintiff-appellant [herein respondent] alleged in his complaint that being a lessee and present occupant of the subject condominium unit, he verbally offered to buy the same from the defendants-appellants [herein petitioners], free from any lien or encumbrance in two(2) installments, such was made into a formal offer in
writing, the salient conditions of which are: (1) Plaintiff-appellant will issue a check for P100,000.00 as earnest money; (2) Plaintiff will also issue a postdated check for P1,900,000.00 encashable on the condition that he will stop paying rental(s) for the said unit after the specified date; and (3) That in case the defendants-appellants still had an outstanding loan (with the said unit as collateral/security) with the bank the plaintiff appellant shall assume the said loan and pay the defendants-appellants the difference from the remaining P2,000,000.00.Plaintiff-appellant claims that the defendants-appellants duly accepted his offer- the checks he issued in favor of the defendants-appellants were accepted and encashed. However, he was surprised to receive a letter from the defendants-appellants where the due date for the second installment was changed. Despite earnest efforts, both parties failed to settle the said difference amicably. Apparently, the plaintiff-appellant felt he was on the short end of the bargain since he stood to forfeit the initial payment he has paid in favor of the defendants-appellants as provided in their agreement. The refusal of the defendants-appellants to return the said initial payment thus prompted the plaintiff-appellant to file a case for specific performance of the said sale and claim of damages for the injury he suffered as a result of the defendantsappellants' unjust refusal to comply with their obligation. Issue: Whether or not Art 1592 of the Civil Code applies? Ruling: No. Article 1592 of the Civil Code which requires that prior demand upon the respondent be made by judicial or notarial act so as to rescind the contract would be inapplicable in this case as the provision contemplates only contracts of sale. Rather, the contract to sell would be rendered ineffective and without force and effect by the non-fulfillment of respondent's obligation to pay, which is a suspensive condition to the obligation of petitioners to sell and deliver the title to the property. The parties stand as if the conditional obligation had never existed. There can be no rescission of an obligation that is still nonexistent, the suspensive condition not having as yet occurred.[30It is understood that the act of a party in treating a contract as rescinded or cancelled or resolved on account of infractions by the other contracting party must be made known to the other and is always provisional, being ever subject to the scrutiny and review by the proper court. If the other party denies that rescission is justified, it is free to resort to judicial action in its own behalf, and bring the matter to court.Then, should the court, after due hearing, decide that the resolution of the contract was not warranted, the responsible party will be sentenced to damages; in the contrary case, the resolution will be affirmed, and the consequent indemnity awarded to the party prejudiced. In other words, the party who deems the contract violated may consider it resolved or rescinded, and act accordingly, without previous court
action, but it proceeds at its own risk. For it is only the final judgment of the corresponding court that will conclusively and finally settle whether the action taken was or was not correct in law. But the law definitely does not require that the contracting party who believes itself injured must first file suit and wait for a judgment before taking extra-judicial steps to protect its interest. Otherwise, the party injured by the other's breach will have to passively sit and watch its damages accumulate during the pendency of the suit until the final judgment of rescission is rendered when the law itself requires that [it] should exercise due diligence to minimize its own damages.
163 GR No. 119255 April 9, 2003 Chua vs CA Facts: Private respondent advertised for sale her paraphernal house and lot, the petitioner responded to the advertisement. After several meetings, the two agreed on a purchase price payable in cash thereafter, petitioner issued a check as part of the purchase price denoted as “earnest money” in favor of private respondent who also signed a receipt evidencing the transaction. Chua required that the Property be registered first in his name before he would turn over the check to private respondent. This angered the latter who tore up the Deeds of Sale, claiming that what petitioner required was not part of their agreement. The deadline for the payment of the balance of the purchase price came, private respondent suggested to her counsel that to break the impasse petitioner should deposit in escrow the balance .Upon such deposit, private respondent was willing to cause the issuance of a new TCT in the name of petitioner even without receiving the balance of the purchase price. Private respondent believed this was the only way she could protect herself if the certificate of title is transferred in the name of the buyer before she is fully paid. Private respondent’s counsel promised to relay her suggestion to petitioner and his counsel, but nothing came out of it. There after, petitioner filed a complaint for specific performance against private respondent which the trial court dismissed and then again re-filed his complaint for specific performance with damages. Issue: Whether or not private respondent may rescind he contract without observing the provisions of Art.1592 of the new Civil Code? Ruling: Yes, Since the agreement between private respondent is a mere contract to
sell, the full payment of the purchase price partakes of a suspensive condition. The non-fulfillment of the condition prevents the obligation to sell from arising and ownership is retained by the seller without further remedies by the buyer. Article 1592 of the Civil Code permits the buyer to pay, even after the expiration of the period, as long as no demand for rescission of the contract has been made upon him either judicially or by notarial act. However, Article 1592 does not apply to a contract to sell where the seller reserves the ownership until full payment of the price. First, the Receipt provides that the earnest money shall be forfeited in case the buyer fails to pay the balance of the purchase price on or before the date specified. In such event, private respondent can sell the Property to other interested parties. There is in effect a right reserved in favor of the latter not to push through with the sale upon Petitioner's failure to remit the balance of the purchase price before the deadline. This is in the nature of a stipulation reserving ownership in the seller until full payment of the purchase price. This is also similar to giving the seller the right to rescind unilaterally the contract the moment the buyer fails to pay within a fixed period. Second, the agreement between the vendor and vendee was embodied in a receipt rather than in a deed of sale, ownership not having passed between them. The signing of the Deeds of Sale came later when seller was under the impression that buyer was about to pay the balance of the purchase price. The absence of a formal deed of conveyance is a strong indication that the parties did not intend immediate transfer of ownership, but only a transfer after full payment of the purchase price. Third, Seller retained possession of the certificate of title and all other documents relative to the sale. When buyer refused to pay seller the balance of the purchase price, seller also refused to turn-over to buyer these documents. These are additional proof that the agreement did not transfer to the buyer, either by actual or constructive delivery, ownership of the Property.
