Leg Op

October 3, 2020
Mr. Bong S. Tap

Tap & Go Holdings Corp.
11th Flr., Pioneer Building, Mindanao Ave.,
Cebu Business Park, 6000
Cebu City, Philippines
Dear Mr. Tap,

I am writing this letter in response to the legal opinion you requested.
FACTS
That you are a businessman operating a real estate holding company.
Your business Tap & Go Holdings Corp is a corporation duly
organized under the laws of the Philippines, with principal office
address at 11th Flr., Pioneer Building, Mindanao Ave., Cebu Business
Park, 6000 Cebu City, Philippines.
That DDS-CBN Broadcasting Corporation is proposing to sell a parcel of

land covered by Transfer Certificate of Titcle (TCT) No. MR-12345 for
THREE MILLION PESOS ONLY (PHP 3,000,000.00).
ISSUE and LEGAL OPINION
In order to understand your problem, we need to address the following

issues you presented:
(1) The legal details/documents needed to effect the sale of the

property of DDS Broadcasting Corp.
The following are the documents needed.
First, we must examine the Certificate of Title whether it is a Clean

Land Title. The TCT they provided may likewise be treated as a clean land
title by the mere examination of the document as its contents pass the
following tests of a clean and authentic title. To wit:
1. If it’s an Original Certificate of Title (OCT), it should indicate “Judicial

Form No. 108-D” at the top.
2. If it’s a Transfer Certificate of Title (TCT), it should indicate “Judicial

Form No. 109-D“ (✓)1
3. The serial number label (SN No.) should be in red color, while the
digits should be in black for the owner’s duplicate. (✓)
4. The last two digits of the page number in the upper right hand side
should correspond to the last two digits of the TCT number. (✓)
5. The red/blue border should be slightly embossed, not flatly printed.

(✓)
1
(In the Philippines, the Owner’s Duplicate Certificate is either an Original
Certificate of Title (OCT), if it is the first title issued on the land, or a
Transfer Certificate of Title (TCT), if it was issued subsequent to the first
title.
6. For e-Titles, all entries should be computer encoded and printed,
unlike the old versions which were manually type-written
7. The seal on the lower left hand side should be dark red and does not
blot when a litle water check is done. (✓)
8. Signatures: (✓) -for Judicial OCT, it should have 2 signatures present –

the Administrator and the Registrar; while for TCT, only the signature
of the Registrar is present. -for Administrative Titles: one signature
from a PENRO or CENRO officer and another from the registrar.
The TCT attached is likewise deemed free from any encumbrances. All
subsequent transfers (whether by sale, donation or any other legal means)
and encumbrances is reflected in the issuance of a TCT. As such, granting
there is none, the TCT is deemed clean.
What you further need to do is verify such authenticity. The best way
to verify such is through the Registry of Deeds (RD), which is the storehouse
of original titles to all registered lands.
Second, we must identify the viable option for you whether to enter in
a Contract to Sell or Contract of Sale to bind you and the seller. The
difference between these contracts lies with the rights it confers and its
effects. Ownership in Contract to Sell is reserved by the vendor and is not to
pass to you until full payment of the purchase price, while in Contract of
Sale, title to the property is transferred upon the delivery of the thing sold.
Third, A Deed of Absolute Sale thereafter maybe made. It is a

notarized document that legally transfers the ownership of the property from
the seller to you after all of the conditions have been met and executed.
To create your Deed of Sale you’ll need the following minimum
information: The type of seller (i.e. individual or business) as well as name
and details (i.e. nationality and address) The type of buyer (i.e. individual or
business) as well as name and details (i.e. nationality and address) Brief
description of the property subject of sale Basic terms of the sale (i.e.
purchase price, payment terms, warranties).
Thereafter, With the sale finalized, you must request for a Tax
Declaration from the Assessor’s office so that all tax obligations will now be
under the new owner’s name.
(2) Pending the additional details, attached is a draft of the

contract of sale.
CONTRACT OF SALE

KNOW ALL MEN BY THESE PRESENTS:

This agreement made and entered into by and between:

DDS-CBN Broadcasting Corporation, a corporation duly organized
under the laws of the Philippines , with principal office address at 11th Flr.,
Pioneer Building, Mindanao Ave., Cebu Business Park, 6000 Cebu City,
Philippines. hereinafter referred to as the VENDOR.

-AND-

Mr. Bong S. Tap, in his capacity as CEO of Tap & Go Holdings
Corporation, Filipino and with residence and postal address at 11th Flr.,
Pioneer Building, Mindanao Ave., Cebu Business Park, 6000 Cebu City,
Philippines, hereinafter referred to as the VENDEE.

WITNESSETH;
WHEREAS,the herein vendor and vendee have by these presents

agreed that the VENDOR shall sell a parcel of land with improvements
located at Barangay of JAGOBIAO, City of Mandaue, Island of Cebu
and covered by Transfer Certificate of Title No. MR-12345 containing a total
area of FIFTY FOUR (54) SQUARE METERS, more or less, together with all
improvements thereon:
WHEREAS, the SELLER has offered to sell and the BUYER has agreed
to buy the above mentioned property for the amount of THREE MILLION
PESOS ONLY (PHP 3,000,000.00) Philippine Currency;

NOW THEREFORE, for and in consideration of the foregoing premises,
the SELLER/VENDOR agrees to sell and the BUYER/VENDEE agrees to buy
the described property under the following terms and conditions: (Insert
the Basic terms of the sale)
(purchase price, payment terms, taxes payment, warranties).

IN WITNESS WHEREOF, we have hereunto set our hand this 4 TH day of
October, 2020 at Cebu City, Philippines.
DDS-CBN Broadcasting Corporation Mr. Bong S. Tap

Vendor Vendee
I.D. no. ___________________ I.D. No.______________
Issued by: ________________ Issued by:____________
TIN: _______________________ TIN:_________________
Signed in the presence of
________________________ _______________________
(3) Based on the draft contract of sale, the following is an

outline of your situation.
1. Verify the authenticity of your Land Certificate of Title in the Registry

of Deeds. Make sure that the land title meets the conditions agreed,
and that it be free from encumbrances, liens and loans.
If you have enough time, you may likewise check such on the
following agencies which have different information on your property.
To wit: Municipal or City Assessor's & Treasurer's Offices, If you want
to find the property's accurate technical description. Land Registration
Authority (LRA), who issues certificates of title, decrees of registration
and register documents, patents and awards. Housing and Land Use
Regulatory Board (HLURB), seek submit complaints or seek
consultation for subdivision or condominium developments.
Department of Environment and Natural Resources (DENR), Bases
conversion and development authority (BCDA), National Housing
Authority (NHA), if you need to verify special awards or grants to the
qualified beneficiaries.
2. Enter in a Contract of Sale to assure the sale of the property and/or
verify whether you want to enter in a Contract of Sale or a Contract to
Sell. Be mindful of the consequences and rights conferred in the option
taken.
3. Finalize the basic terms of the sale which will be included in the
Contract of Sale: the price, the terms of payment and the warranties
and all other stipulation you wish to include.
Price: There must be a definite agreement to the purchase price
Manner of Payment: A manner of payment is the agreed method
by which the buyer will pay the seller.
Warranties: Collateral to the main contract. Breach thereof will
only grant claim of damages.
4. Prepare the legal documents and any necessary documents needed
before and after the sale. ( Contract of Sale, Transfer Certificate of
Title, Deed of Absolute Sale, Tax Declaration). Be sure to notarize the
Contract of Sale and the Deed of Absolute Sale to be binding to third
parties.
I hope I was able to answer your queries. This advice is based solely
on the facts you have shared and my opinion may vary when other facts
are changed.
Yours Truly,
ATTY. PINKY SALVADOR

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October 3, 2020

Mr. Bong S. Tap

Dear Mr. Tap,

That DDS-CBN Broadcasting Corporation is proposing to sell a parcel of

ISSUE and LEGAL OPINION

In order to understand your problem, we need to address the following

(1) The legal details/documents needed to effect the sale of the

The following are the documents needed.

First, we must examine the Certificate of Title whether it is a Clean

1. If it’s an Original Certificate of Title (OCT), it should indicate “Judicial

2. If it’s a Transfer Certificate of Title (TCT), it should indicate “Judicial

5. The red/blue border should be slightly embossed, not flatly printed.

8. Signatures: (✓) -for Judicial OCT, it should have 2 signatures present –

Third, A Deed of Absolute Sale thereafter maybe made. It is a

(2) Pending the additional details, attached is a draft of the

WHEREAS,the herein vendor and vendee have by these presents

DDS-CBN Broadcasting Corporation Mr. Bong S. Tap

(3) Based on the draft contract of sale, the following is an

1. Verify the authenticity of your Land Certificate of Title in the Registry

ATTY. PINKY SALVADOR

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