Bar Q and A #30

No, Emma, the buyer, is not correct. Betty can still enforce her right of legal redemption as a co-owner. Art. 1623 of the Civil Code gives a co- owner 30 days from written notice of the sale by the vendor to exercise his right of legal redemption. In the present problem, the 30- day period for the exercise by Betty of her right of redemption had not even begun to run because no notice in writing of the sale appears to have been given to her by Lydia.

Krystal’s suit will not prosper. The Supreme Court consistently ruled that if land is invalidly transferred to an alien who subsequently becomes a Filipino citizen or transfers it to a Filipino, the flaw in the original transaction is considered cured and the title of the transferee is rendered valid. In this case, RBP, being a foreign corporation is prohibited from acquiring private land, making the sale of Krystal to RBP void ab initio. However, the subsequent transfer to a Filipino citizen cured the defect, making Gloria’s title valid and defeating Krystal’s action for annulment and reconveyance.

  1. B's sublease to C is Although the original period of two years for the lease contract has expired, the lease continued with the acquiescence of the lessor during the third year. Hence, there has been an implied renewal of the contract of lease. Under Art. 1650, the lessee may sublet the thing leased, in whole or in part, when the contract of lease does not contain any express prohibition (Arts. 1650, 1670). A's action for rescission should not prosper on this ground.

  2. C's assignment of the sublease to D is not Under Art. 1649, the lessee cannot assign the lease without the consent of the lessor, unless there is a stipulation to the contrary. There is no such stipulation in the contract. If the law prohibits assignment of the lease without the consent of the lessor, all the more would the assignment of a sublease be prohibited without such consent. This is a violation of the contract and is a valid ground for rescission by A.

1. No. The building owner cannot eject Four- Gives Corporation on the ground of repeated delays in the payment of rentals. The delay in the payment of the rentals is minimal and cannot be made the basis of an ejectment suit. The delay was due to the heavy paperwork involved in processing the checks. It would be otherwise if the lease contract stated that in the payment of rentals within the first five days of the month, time is of the essence or that the lessee will be in delay if he falls to pay within the agreed period without need of demand. In this case he can judicially eject the tenant on the ground of lack of payment of the price stipulated after a demand to vacate(Art. 1673[2]).

2. No, the lessor cannot have the lease cancelled for alleged violation of the provision against assignment. The lessee did not assign the lease, or any portion thereof, to the subsidiaries. It merely subleased some floors to its subsidiaries. Since the problem does not state that the contract of lease contains a prohibition against sublease, the sublease is lawful, the rule being that in the absence of an express prohibition a lessee may sublet the thing leased, in whole or in part, without prejudice to his/its responsibility to the lessor for the performance of the contract.

a) Yes, the action for rescission of the lease will prosper because Joel cannot assign the lease to Ernie without the consent of Victor (Art. 1649, Civil Code). But Joel may sublet to Conrad because there is no express prohibition. (Art. 1650, Civil Code; Alipio v. Court of Appeals, 341 SCRA 441 [2000]) Victor can rescind the contract of lease with Joel, and the assignment of the lease to Ernie, on the ground of violation of law and of contract. The sub-lease to Conrad remained valid for two (2) years from January 1, 1991 and had not yet lapsed when the action was filed on May 15, 1992.

b) In case of rescission, the rights and obligations of the parties should be as follows: At the time that Victor filed suit on May 15, 1992, the assignment had not yet lapsed. It would lapse on December 1, 1994, the very same date that the 50-year basic lease would expire. Since the assignment is void, Victor can get the property back because of the violation of the lease. Both Joel and Ernie have to surrender possession and are liable for damages. But Conrad has not yet incurred any liability on the sublease which still subsisted at the time of the filing of the action on May 15,1992.

Ernie can file a cross-claim against Joel for damages on account of the rescission of the contract of assignment. Conrad can file a counter-claim against Victor for damages for lack of cause of action at the time of the filing of the suit.

Yes, provided that there is no express prohibition against subleasing. Under the law, when in the contract of lease of things there is no express prohibition, the lessee may sublet the thing leased without prejudice to his responsibility for the performance of  the contract toward the lessor. (Art. 1650)

In case there is a sublease of the premises being leased, the sublessee is bound to the lessor for all the acts which refer to the use and preservation of the thing leased in the manner stipulated

between the lessor and the lessee. (Art. 1651) The sublessee is subsidiarily liable to the lessor for any rent due from the lessee. However, the sublessee shall not be responsible beyond the amount of the rent due from him. (Art. 1652)

As to the lessee, the latter shall still be responsible to the lessor for the rents; bring to the knowledge of the lessor every usurpation or untoward act which any third person may have committed or may be openly preparing to carry out upon the thing leased; advise the owner the need for all repairs; to return the thing leased upon the termination of the lease just as he received it, save what has been lost or impaired by the lapse of time or by ordinary wear and tear or from an inevitable cause; responsible for the deterioration or loss of the thing leased, unless he proves that it took place without his fault.

The lessees may proceed against A for breach of contract, and against B for tort or statutory liability.

Under Article 1654 (2) of the New Civil Code, the lessor is obliged to make all the necessary repairs in order to keep the leased property suitable for the use to which it has been devoted. Consequently, under Article 1659 NCC the proprietor of a building or structure is responsible for the damages resulting from its total or partial collapse, if it is due to the lack of necessary repairs.

Under Article 1723 NCC, the engineer or architect who drew up the plans and specifications for a building is liable for damages if, within 15 years from the completion of the structure, the same should collapse by reason of a defect in those plans and specifications, or due to the defects in the ground. This liability may be enforced against the architect or engineer even by a third party who has no privity of contract with the architect or engineer under Article 2192 NCC.

An implied new lease or tacita reconduccion arises if at the end of the contract the lessee should continue enjoying the thing leased for 15 days with the acquiescence of the lessor, and unless a notice to the contrary by either parties has previously been given. (Art. 1670) In short, in order that there may be tacita reconduccion there must be expiration of the contract; there must be continuation of possession for 15 days or more; and there must be no prior demand to vacate.