FIRST DIVISION

[ G.R. No. 228999, April 28, 2021 ]

DECISION

GAERLAN, J.:

Before this Court is a petition for review on certiorari1 under Rule 45 of the Rules of Court seeking to annul and set
aside the Decision2 dated September 26, 2016, of the Court of Appeals (CA) in CA-G.R. CV No. 105049, and its
Resolution3 dated December 28, 2016, denying the motion for reconsideration thereof. The assailed issuances
granted the appeal and reversed and set aside the Judgment dated December 10, 2014, of the Regional Tried Court
(RTC) of Batangas City, Branch 84.

The Antecedent Facts

Petitioners Ana de Joya and Ciriaco de Joya, Lerma R. Castillo and Mario Castillo, Spouses Domingo Cordero and
Leoncia Cordero, and Eufronio Cordero and Tarcila Cordero (petitioners) are the registered owners of two parcels of
agricultural land - Lot Nos. 5 and 6, consisting of an area of 140,327 square meters and 31,465 square meters,
respectively (subject properties). Both are located at Barrio Concordia, Alitagtag, Batangas, and are covered by
Transfer Certificate of Title (TCT) No. T-64767.4

By virtue of a Special Power of Attorney dated January 23, 1992, and a Pangkalahatang Gawad ng Kapangyarihang
Hindi Natitinag dated February 5, 1996, petitoners granted respondent Francisco P. Madlangbayan (respondent
Madlangbayan) the authority to sell the subject properties.5

Sometime during the first half of April 1996, respondent Madlangbayan received a counter-offer from respondents
Spouses Ma. Florita and Roiando Dalida, Spouses Guillermo and Rosalinda Cano, and spouses Rosendo and
Isabelita Ramos (respondents Dalida, et al.). The counter-offer was rejected by the petitioners in a letter6 dated April
10, 1996, viz.:

Bauan, Batangas

April 10, 1996

Rolando Z. Dalida Chairman of the Board Rural Bank of Bauan Inc. Bauan, Batangas

My dear Mr. Dalida,

I regret to inform you that after conferring with my client, the owner of the parcel of land I have been authorized to
sell, they could not agree on almost all of your counter offer, particularly on the amount of the total consideration and
the terms of payment. This is so because they are in great need of cash and the amount of SEVENTEEN MILLION
(P17,000,000.00) PESOS is non-negotiable. However, if you could give a better offer I could agree to give you the
right to buy the property after May 31, 1996.

Very truly yours,

(signed)
Francisco P. Madlangbayan

Subsequent thereto, petitioners alleged that former Mayor Rod A. Macalintal in a meeting with petitioner Eufronio
Cordero (petitioner Eufronio), agreed to accept their offer to sell the subject properties at the price of P100.00 per
square meter. The agreement however did not push thru due to a conflict in respondent Madlangbayan's
commission. The latter supposedly claimed a share of P13,600,000.00 commission out of the P17,000,000.00
purchase price.7

Due to the disagreement, the petitioners executed a Revocation of Special Power of Attorney and General Power of
Attorney on May 3, 1996, rescinding respondent Madlangbayan's authority over the subject properties.8

On June 5, 1996, the petitioners sent a letter to respondent Madlangbayan, demanding, in view of the revocation of
the power of attorney, for the latter to surrender the owner's duplicate certificate of title.9 As the demand remained
unheeded, the petitioners filed an Affidavit of Adverse Claim on TCT No. 64767 before the Registry of Deeds of
Batangas on July 1, 1997.10

On July 14, 1997, a complaint for revocation of authority was filed by the petitioners against respondent
Madlangbayan. In response, the latter replied that the authority could no longer be revoked as he had already sold
the property pursuant to the power of attorney given him.11
Petitioners filed a Supplemental Complaint/Petition dated January 26, 1998, impleading as defendants herein
respondents Dalida, et al. for entering into a conspiracy with respondent Madlangbayan in executing a fake Deed of
Absolute Sale, dated April 8, 1996, over the subject properties.12

On March 21, 2000, petitioners filed a Second Supplemental Complaint/Petition praying for additional damages on
account of the lost owner's duplicate certificate of title over the subject properties.13

During trial, the petitioners presented evidence which tend to prove that they had rejected the initial proposal
submitted to them for the sale of the subject properties and that respondent Madlangbayan's authority to sell the
subject properties had been revoked due to a misunderstanding in the latter's commission.14

Further, petitioners averred that on a separate occasion, on November 8, 1998, petitioner Eufronio discovered a letter
dated April 10, 1996, addressed to respondent Rolando Dalida in which the subject properties were offered to the
latter for a non-negotiable amount of P17,000,000.00. Thereafter, petitioner Eufronio was surprised to learn that the
subject properties were sold to respondent spouses Dalida for the amount of P10,000,000.00 by virtue of a Deed of
Absolute Sale dated April 8, 1996.15

For their part, respondents Dalida, et al. claim that sometime in 1995, respondent Madlangbayan, armed with a
special power of attorney, offered the subject properties to them for the amount of P17,000,000.00. Respondents
Dalida, et al. made a counter offer of P10,000 000.00 which was accepted. Consequently, with the execution of
a Deed of Absolute Sale dated April 8, 1996, the purchase price of P10,000,000.00 was deposited in respondent
Madlangbayan's account in the Rural Bank of Bauan. The owner's duplicate copy of title over the subject properties
was then given to respondents Dalida, et al.16

After trial, the RTC rendered its Decision17 on August 8, 2002, which found respondents Dalida, et al., to be buyers
in good faith, thereby ruling as follows:

WHEREFORE, judgment is hereby rendered in favor of [respondent Madlangbayan and respondents Dalida et al.]
upholding the validity of the Special Powers of Attorneys (Exhibits "B" and "C") and the Deed of Absolute Sale
(Exhibit "K").

The amount in escrow deposit on (sic.) Ten Million Pesos (Php10,000,000.00) with the Rural Bank of Bauan shall be
paid and delivered to the [petitioners] or their authorized representatives by the [respondents] and the said bank.

The counterclaims are likewise DISMISSED sans evidence of bad faith in filing this case. No pronouncement as to
cost.

SO ORDERED.18

The petitioners filed an appeal before the CA, docketed as CA G.R. CV No. 77685. While the appeal was pending,
the petitioners filed a Motion for New Trial (On the Ground of Newly Discovered Evidence). In its Resolution19 dated
December 13, 2005, the CA granted the motion, viz.:

WHEREFORE, finding the instant "MOTION FOR NEW TRIAL (On the Ground of Newly Discovered Evidence)" to be
impressed with merit, the same s hereby GRANTED. Guided by Section 4, Rule 53 and Sections 3 and 6, Rule 37 of
the Revised Rules of Court, the assailed 8 August 2002 Decision of the Regional Trial Court of Batangas City, Branch
84, is SET ASIDE. Said court is ordered to HOLD a trial de novo within a non-extendible period of thirty (30) days
from notice. This Court's Judicial Records Division (Civil Records Section) is hereby DIRECTED to REMAND the
entire records of this case to the court a quo.

SO ORDERED.20

In the course of the new trial, the petitioners presented evidence which tend to establish the circumstances attending
Certificate of Time Deposit (CTD) No. 7290 dated April 10, 1996, in the name of respondent Madlangbayan. The
proceedings likewise revealed that the subject properties had been sold by respondents Dalida, et al. to respondent
spouses Chollie Go and Renato Go (respondents Go, et al.) by virtue of a Deed of Absolute Sale, dated April 24,
2003, and that the owner's duplicate certificate of title is now in the possession of respondent Chollie's brother,
Renato Go.21

With the new information, petitioners filed a Third Supplemental Complaint dated November 16, 2006, impleading
respondents Go, et al. in the case.22

On March 8, 2007, petitioners filed a Motion for Summary Judgment/Judgement on the Pleadings. Despite
respondents Go, et al.'s opposition, the RTC rendered its Decision (New)23 dated June 27, 2007. The RTC found
that the price of the sale was simulated and unpaid; and that the records are bereft of evidence to prove good faith on
the part of respondents Dalida, et al. Thus, the RTC upheld the rights of the petitioners over the subject properties.
The dispositive portion of the Decision reads:

WHEREFORE, judgment is hereby rendered in favor of the plaintiffs and against the defendants:
 a. Ordering the [respondents], namely Renato Go, Chollie Go, Venecio H. Magnayee, Cristela Salcedo-
Magnaye and Jayson Magnaye to vacate and deliver to [petitioners] the two (2) parcels of land in question
including improvements, both covered by TCT No. T-64767 issued by the Register of Deeds for the Province
of Batangas being the property located in Barrio Concordia, Municipality of Alitagtag, Province of Batangas.
xxx

b. To pay lost or unrealized income (rental): for the 14.0327 hectares and 3.1465 hectares x x x

c. To pay the interest of 6% per annum on the respective amounts jointly by all [respondents] from the date
of this decision until fully paid;

d. To pay moral damages jointly by all [respondents] in the amount of P300,000.00; and P100,000.00 as
exemplary damages;

e. To pay attorney's fee in the amount of P215,573.00 which was incurred by the [petitioners] from January
1998 to July 2002 to be paid jointly by the [respondents Dalida, et al.] only;

f. To pay attorney's fee in the amount of P348,515.00 which was the attorney's fee incurred by the
[petitioners] from April 2003 to April 2007 to be paid jointly by [respondents Dalida, et al.] and [respondents
Go et al.] and;

g. Costs[s] of suit.

SO ORDERED.24

Motion for Reconsideration of the June 27, 2007 Decision of the RTC having been denied, respondents Go, et al.
filed an appeal before the CA. The case was docketed as CA-G.R. CV No. 90502.25

On December 17, 2009, the CA rendered its Decision26 finding the appeal meritorious, thus:

WHEREFORE, in view of the foregoing, the appeal is GRANTED. The decision dated June 27, 2007 assailed herein
is SET ASIDE. The case, with its entire records, is ordered REMANDED to the trial court for continuation or proper
proceedings on the merits which must be conducted with dispatch.

SO ORDERED.27

On January 5, 2010, petitioners filed a Motion for Reconsideration, but the same was denied by the CA in its
Resolution28 dated July 23, 2010.29

In accordance with the December 17, 2009 Decision of the CA, the RTC issued an Order setting the case for
continuation of trial on October 25, 2012.30

In the course of the proceedings in the court below, respondents Go, et al. presented the testimony of respondent
Jayson Magnaye. Magnaye testified that at the time of sale, a certain Diosdado Andal leased a portion of the subject
properties. After the sale, respondents Go, et al. took possession and introduced improvements on the subject
properties. However, on February 14, 2008, petitioners forcibly took the subject properties.31

On December 10, 2014, the RTC rendered its Judgment32 in favor of the petitioners and against the respondents.
The dispositive portion of which reads:

WHEREFORE, premises considered, the Court finds that a preponderance of evidence exists in favor of the
[Petitioners] and against the [Respondents]. Judgment is hereby rendered, as follows:

1) The Special Power of Attorney dated January 23, 1992 and General Power of Attorney dated February 5,
1996 executed in favor of [Respondent] Francisco Madlangbayan are annulled, revoked and terminated, for
all intents and purposes;

2) The Deed of Sale dated April 8, 1996 executed by [Respondent] Francisco Madlangbayan and
[Respondents] Spouses Rolando Dalida and Ma. Florita Dalida, Spouses George Guilet and Conchita
Guilet, Spouses Guillermo Cano and Rosalinda Cano, and Spouses Rosenda Ramos and Isabelita Ramos
is void ab initio for Jack of consideration;

3) The subsequent Deed of Sale dated January 2003 between [Respondents Dalida, et al.] and
[Respondents Go et al.] is null and void as the spring cannot rise higher than its source. Accordingly,
[Respondents Dalida, et al.] are DIRECTED to return to [Respondents Go, et al.] the purchase price paid in
the amount of Eight Million Two Hundred Fifty-Thousand Pesos (Php8,250,000.00) with appropriate legal
interest from time of sale until fully paid.
 4) [Respondents Go, et al.] did not acquire the subject lots in good faith and for value; as builders in bad
faith, they lose the improvements they built without right to indemnity.

5) The [Petitioners] are ORDERED to choose one of the following options: (a) to appropriate for themselves
the improvements made without indemnifying [Respondents Go, et al.) for the value of the materials; or (b)
to recover portions of the subject lot and demand that [Respondents Go, et al.] demolish whatever
improvements they had made therein, so as to return the said portions to their former condition, at the
expense of the latter, or (c) to surrender the said portions to [Respondents Go, et al.] and compel the latter
to reimburse the [Petitioners] for the purchase price, plus appropriate interest; and to manifest to this Court
the option chosen, furnishing copies thereof to all the [Respondents] within five (5) days from receipt hereof.

6) In view of the finding that [Respondents Go, et al.] are not purchasers in good faith, and depending on the
option chosen by the [Petitioners], as enumerated in paragraph 5 hereof;

(a) In case the [Petitioners] choose the option under paragraph 5(a), [Respondents Go, et al.] are
ORDERED to vacate the premises and surrender possession of the improvement and subject lot to
the [Petitioners], if the said [Respondents Go, et al.] still exercise possession over said lot, within
ten (10) days from receipt of the option exercised by the [Petitioners].

(b) In case the [Petitioners] choose the option under paragraph 5(b), [Respondents Go, et al.] are
ORDERED to demolish whatever improvements it has made on the said portions, so as to return
the same to their former condition, at its own expense and to surrender to the [Petitioners] the
possession over the subject lots, if the said [Respondents Go et al.] still exercise possession over
the said lot, within ten (10) days from receipt of the option exercised by the [Petitioners].

(c) In case the [Petitioners] choose the option under paragraph 5(c), [Respondents Go, et al.] are
ORDERED to pay the rPetitioners] for the subject lot to be pegged at the current fair market va!ue,
plus appropriate interest.

7) All of the [Respondents] are ORDERED to solidarily pay the [Petitioners] the unrealized or lost rental
income in the amount of Twelve Thousand Pesos (Php12,000) a year for one parcel of 14.0327 hectares, or
One Hundred Sixty-Eight Thousand Three Hundred Ninety-Two Pesos and Forty Centavos
(Php168,392.40) per annum, to be computed from June 5, 2003 until February 14, 2008.

8) [Respondents Madlangbayan and Dalida, et al.] shall be jointly liable to pay the unrealized or lost rental
income in the amount of Twelve Thousand Pesos (Php12,000) a year for the parcel of land with the area of
3.1465 hecaters, or Thirty-Seven Thousand Seven Hundred Fifty-Eight Pesos (Php37,758.00) per annum, to
be computed from June 5, 2003 until February 14, 2008.

9) All of the [Respondents] are ORDERED to solidarity pay the [Petitioners] the amount of Three Hundred
Thousand Pesos (Php300,000.00) as moral damages, One Hundred Thousand Pesos (Php100,000.00) as
exemplary damages, and Four Hundred Thousand Pesos (Php400,000) as attorney's fees;

10) All of the [Respondents'] counterclaims are DISMISSED for lack of merit. [Respondents Go, et al.'s]
cross-claim against [co-respondent Madlangbayan] for whatever loss and damage they may suffer is
likewise DENIED for lack of sufficient evidentiary basis.

SO ORDERED.33

Respondents Go, et al. filed a Motion for Reconsideration but the same was denied by the RTC in its Order dated
March 31, 2015.34 Thus, respondents Go, et al. filed an appeal before the CA.

On September 26, 2016, the CA rendered the herein assailed Decision35 which found as follows:

WHEREFORE, the instant Appeal is GRANTED. The Judgment of the Regional Trial Court of Batangas City, Branch
84, in Civil Case No. 4887 is hereby REVERSED and SET ASIDE. [Petitioners] are hereby ordered to vacate the
subject property and deliver possession thereof to [Respondents] Chollie Magnaye-Go, Cristeta S. Magnaye and
Jayson Magnaye.

SO ORDERED.36

In so ruling, the CA held that the Deed of Absolute Sale dated April 8, 1996, is valid as all the elements of a valid
contract of sale is present. Having been executed by respondent Madlangbayan prior to the revocation of the power
of attorney, the CA held that his act of conveying the property is a valid source of obligation to bind the petitioners,
thus, the element of consent is satisfied. With respect to the subject matter, the CA noted that the Deed of Absolute
Sale dated April 8, 1996 describes in sufficient detail the subject properties. Finally, as to the purchase price, the CA
found that the Deed is supported by a purchase price of P10,000,000.00, paid in full to respondent Madlangbayan
through CTD No. 7290 dated April 10, 1996 and placed in escrow with Bauan Rural Bank.37
In holding that the Deed of Absolute Sale, dated April 8, 1996, is supported by adequate consideration, the CA
adjudged irrelevant the fact that CTD No. 7290, dated April 10, 1996, is not included in the inventory of outstanding
deposit liabilities of Bauan Rural Bank as of its closure date on May 9, 2003, or that the Philippine Deposit Insurance
Corporation (PDIC) certified that as of the date they took over the bank on May 13, 2003, no document was found to
validate the CTD account. The CA concluded that, notwithstanding, there is no sufficient proof to rule that that CTD
No. 7290 dated April 10, 1996 does not exist as the PDIC was only able to look into available records provided to
them by the rural bank.38

Considering that the transfer of the subject properties through the Deed of Absolute Sale, dated April 8, 1996, is valid,
the CA ruled that the subsequent sale between respondents Dalida and respondents Go, et al. is also valid. That a
Notice of Lis Pendens, dated July 14, 1997, is annotated on the subject titles at the time of sale to respondents Go, et
al. does not render the transfer invalid but merely subjects the same dependent upon the outcome of litigation.39

Motion for Reconsideration of the said Decision having been similarly denied by the CA in its Resolution40 dated
December 28, 2016, the petitioners filed the instant Petition for review on certiorari.

In support of the instant petition, the petitioners raise the following errors committed by the CA:

I.

THE COURT OF APPEALS GRAVELY ERRED WHEN A SALE TRANSACTION WAS CONSUMMATED ON 8
APRIL 1996 AS EVIDENCED BY THE DEED OF ABSOLUTE SALE OF THE SAME DATE BEFORE PETITIONERS
REVOKED THE POWER OF ATTORNEY GRANTED TO MADLANGBAYAN; OTHERWISE STATED, THE COURT
OF APPEALS GRAVELY ERRED WHEN IT DID NOT FIND THAT THE DEED OF ABSOLUTE SALE DATED 8
APRIL 1996 WAS ABSOLUTELY SIMULATED.

II.

THE COURT OF APPEALS GRAVELY ERRED WHEN IT DISREGARDED THE NUMEROUS JUDICIAL AND
EXTRAJUDICIAL ADMISSIONS BY THE RESPONDENTS' PREDECESSORS-IN-INTEREST, THE DALIDAS AND
MADLANGBAYAN ESTABLISH THAT THERE WAS NO CONSUMMATED SALE TRANSACTION AS OF 8 APRIL
1996 CONTRARY TO THE DEED OF ABSOLUTE SALE OF SAID DATE.

III.

THE COURT OF APPEALS GRAVELY ERRED WHEN, WITHOUT ANY EVIDENCE OF EITHER THE EXISTENCE
OF CERTIFICATE OF TIME DEPOSIT NO. 7290 OR OF THE ACTUAL CASH PAID TO THE PETITIONERS, IT
FOUND THAT THERE WAS VALUABLE CONSIDERATION FOR THE ALLEGED CONSUMMATED SALE.

IV.

THE COURT OF APPEALS GRAVELY ERRED WHEN IT DID NOT APPLY THE BEST EVIDENCE RULE AND THE
REQUIREMENTS FOR THE PRESENTATION OF SECONDARY EVIDENCE BUT MERELY ASSUMED AS
ESTABLISHED FACT, THE EXISTENCE OF CTD NO. 7290.

V.

THE COURT OF APPEALS GRAVELY ERRED WHEN IT FAILED TO APPRECIATE AS APPLICABLE. THE
PRESUMPTION THAT EVIDENCE WILLFULLY SUPPRESSED WOULD BE ADVERSE IF PRODUCED WITH
RESPECT TO THE REFUSAL AND FAILURE OF THE DALIDAS, MADLANGBAYAN AND THE RURAL BANK OF
BAUAN TO DEPOSIT IN COURT OR THE LAND BANK OF THE PHILIPPINES THE ALLEGED PIO MILLION
CONSIDERATION FOR THE ALLEGED CONSUMMATED SALE TRANSACTION.

VI.

THE COURT OF APPEALS GRAVELY ERRED IN CONCLUDING THAT CTD NO. 7290 DID EXIST BASED ON A
MERE UNSUBSTANTIATED CONJECTURE DEVOID OF ANY EVIDENTIARY BASIS.41

Succinctly, the instant petition rests on the determination of the issue of whether or not a valid contract of sale was
entered into involving the subject properties.

Ruling of the Court

Petitioners submit that the CA erred in relying upon the existence of the Deed of Absolute Sale dated April 8, 1996.
They claim that the purported contract of sale is simulated citing, in the main, in support thereof: the failure of
respondent Madlangbayan and respondents Dalida, et al. to reach an agreement as evidenced by a letter dated April
10, 1996, and want of evidence of payment constituting valuable consideration.42
In its Comment,43 respondents Go, et al. aver that the Deed of Absolute Sale dated April 8, 1996, is valid as all the
elements of a contract of sale is present. They assert that the law and the rules presume the existence of a sufficient
consideration in every contract and the burden is upon the petitioners to prove otherwise. In the case at bar,
respondents Go, et al. claim that the petitioners failed to overcome such presumption and show that CTD No. 7290
does not exist. Further, respondents Go, et al. argue that there was no actual receipt by the petitioners of the
consideration does not render the contract inexistent. At most, the same constitutes a breach of contract that may be
the subject of an action for specific performance.44

The petition is meritorious.

At the outset, it bears to state that the issue presented invites the Court to determine factual issues that is generally
beyond the province of a petition for review. Under Rule 45 of the Rules of Court, only questions of law should be
raised in a petition for review on certiorari. However, the rule admits of jurisprudentially established exceptions as
when the findings of fact of the RTC and the CA are cont1icting, similar to the case at bar.45

On its face, the Deed of Absolute Sale dated April 8, 1996, involving the subject properties appears to be valid and
supported by an adequate consideration, but the attendant circumstances indicate otherwise.

There are two veritable legal presumptions that support the validity of a Deed of Sale: (1) that it was the result of a
fair and regular private transaction, and (2) that there was sufficient consideration for the contract. However, these
presumptions merely infer prima facie the transaction's validity and may be rebutted by proof to the contrary.46 Thus,
jurisprudence instructs that even the existence of a signed document purporting to be a contract of sale does not
preclude the finding that the contract is invalid when the evidence shows that there was no meeting of minds between
the seller and the buyer.47

In this controversy, these presumptions are negated by evidence and the circumstances surrounding the execution of
the Deed of Absolute Sale dated April 8, 1996.

The first presumption is contravened by evidence that the contract of sale is simulated.48

A contract to be valid, requires for its existence the presence of three essential elements: (1) consent of the
contracting parties; (2) object certain which is the subject matter of the contract; and (3) cause of the obligation which
is established.49

The absence of any of these elements renders the contract void. In particular, when an apparent contract exists but
the consent is wanting, the contract is absolutely simulated.50 This is because in absolute simulation, the colorable
contract is not desired to produce legal effect or in any way alter the judicial relation of the parties.51 Otherwise put,
in absolute simulation, there appears to be a contract but it has no substance as the parties have no intention to be
bound by it.52

In a simulated deed of sale for instance, the contract may appear to be supported by a cause or consideration, but
the purchase price has never been actually paid. In which case, the deed of sale has no legal effect and any transfer
certificate of title which has been issued as a result thereof must be cancelled. Likewise, the principle of in pari
delicto does not apply.53 The parties may recover from each other what they may have given under the contract.54

In contrast, in a relative simulation, the parties conceal their true agreement.55 In a relative simulation, the parties
may still be bound by their agreement when the enforcement of the contract does not prejudice third persons and is
not intended for any purpose that is contrary to law, morals, good customs, public order or public policy.56

In a case for declaration of nullity of an instrument for being simulated, the burden is upon the person who impugns
its regularity and validity57 to establish the contract's inexistence by preponderance of evidence. This is because the
law presumes that a transaction has been fair and regular.

Preponderance of evidence means the probability of the truth. It is the weight, credit, and value of the aggregate
evidence on either side. It is evidence that is more convincing or worthier of belief than that which is offered in
opposition thereto. Preponderance of evidence is synonymous to "greater weight of evidence" or "greater weight of
credible evidence."58

In civil cases, this burden of proof always rests upon the plaintiff. However, when in the course of trial, the plaintiff
successfully makes out a prima facie case in his favor, "the burden of evidence shifts to the defendant to controvert
the plaintiff's prima facie case, otherwise, a verdict must be returned in favor of the plaintiff."59

After a careful scrutiny of the records of the case at bar, the Court finds that the petitioners, as plaintiffs, were able to
discharge this burden. The petitioners were able to establish by preponderance of evidence that no contract of sale
involving the subject properties has been perfected and that the Deed of Absolute Sale dated April 8, 1996 is
absolutely simulated.

The primary consideration in determining the true nature of a contract is the intention of the parties. Such that when a
conflict exists between the express terms of an agreement and the evident intention of the parties, the latter prevails.
Thus, such intention is judged not only from the words of the contract, but also from the contemporaneous and
subsequent acts of the contracting parties.60
Respondent Madlangbayan is an agent of the petitioners, vested with the power to negotiate the sale of the subject
properties. The agency is created and evidenced by one general power of attorney and one special power of
attorney, pursuant to which, respondent Madlangbayan dealt with potential buyers respondents Dalida, et al. In April
1996, he acted as agent of the petitioners when he received respondent Dalida, et al.'s offer to purchase the subject
properties. Respondent Madlangbayan also acted in representation of the petitioners when he rejected the offer
placed on April 10, 1996. Thus, there is no contest that at the time respondent Madlangbayan negotiated with
respondents Dalida, et al. he was still possessed with the requisite authority to deal with the subject properties.
Nonetheless, at that point, it was clear that no contract was perfected as the parties failed to agree on the purchase
price. In order "[t]o produce an agreement, the offer must be certain and the acceptance timely and absolute."61

Consent, as an essential element of a contract of sale is manifested by "the meeting of the offer and the acceptance
of the thing and the cause, which are to constitute the contract."62 The contract of sale is perfected with the union of
the contracting parties' minds upon the thing that is the object of the contract and upon the price which constitutes the
consideration therefor.63

To convert the offer into a contract, the acceptance must be identical in all respects with that of the offer. Where a
party sets a different purchase price than the amount of the original offer, the acceptance is qualified. In which case,
a perfected contract would have arisen only if the other party accepts the counter-offer. Otherwise stated, any
modification or variation from an offer annuls such offer and does not generate consent.64

The tenor of respondent Madlangbayan's letter to respondents Dalida, et al. is telling that the parties did not pass the
negotiation state:

Bauan, Batangas

April 10, 1996

Rolando Z. Dalida Chairman of the Board Rural Bank of Bauan Inc. Bauan, Batangas

My dear Mr. Dalida,

I regret to inform you that after conferring with my client, the owner of the parcel of land I have been authorized to
sell, they could not agree on almost all of your counter offer, particularly on the amount of the total consideration and
the terms of payment. This is so because they are in great need of cash and the amount of SEVENTEEN MILLION
PESOS is non-negotiable. However, if you could give a better offer I could agree to give you the right to buy the
property after May 31, 1996.

Very truly yours,

(signed)
Francisco P. Madlangbayan

Simply put, the parties failed to come into an agreement with the rejection of respondent Dalida, et al.'s counter offer.

The Court cannot simply brush aside the fact that the letter of respondent Madlangbayan rejecting respondent Dalida,
et al.'s counter offer was dated two days after the date of Deed of Absolute Sale. The respondents failed to offer an
explanation to justify the same. When made to explain, respondent Madlangbayan merely opined: "[b]ut as far as my
Deed of Absolute Sale is concerned, that is the date when the Deed of Sale has been notarized."65

The respondents having failed to offer evidence sufficient to justify why the rejection of the offer with the same parties
came after the supposed execution of the Deed of Sale, it is more in accord with logic and ordinary human
experience to conclude that the Deed of Absolute Sale dated April 8, 1996 is absolutely simulated. This conclusion is
particularly supported by the fact that the said Deed is tainted with various irregularities which cloud its validity.

On its face, Deed of Absolute Sale dated April 8, 1996 states that it was notarized by Notary Public Atty. Henry Adasa
on the same date it was executed, with the following notarial details: Doc. No. 350, Page No. 70, Book No. XII, Series
of 1996.66 However, it is not disputed that the same does not appear in Atty. Adasa's Notarial Registry for the year
1996. Atty. Adasa claims that the failure is by mere inadvertence. Regardless of the reason for such omission, the
failure of Atty. Adasa to register the subject Deed of Absolute Sale casts doubt on the authenticity of the document.
Registration of the notarized document in the notarial registry is basic requirement in the notarial process. The
notarial registry is a record of the notary public's official acts. Acknowledged documents and instruments recorded in
it are considered public documents. The notarial registry is a record of the notary public's official acts. Acknowledged
documents and instruments recorded in it are considered public documents. A document or instrument which does
not appear in the notarial records or without a copy of it therein, suggests that the document or instrument was not
really notarized.67 Without registration, a document or instrument while signed by the Notary Public cannot be
treated as duly notarized. It cannot be treated as a public document68 and as such, is not entitled to the presumption
of regularity. The document or instrument does not have for its benefit that which is due to public documents, that is
that genuineness and due execution need not be proved. Irregular notarization reduces the evidentiary value of a
document to a private document which requires proof of its due execution and authenticity to be admissible as
evidence.69
While, on its own, the absence of registration does not invalidate the Deed of Sale, considering however the
presence of the letter dated April 10, 1996 rejecting respondent Dalida, et al.'s counter offer, the case yields in favor
of the petitioner.

Interestingly, it was only in response to the Complaint for revocation filed on July 14, 1997, that respondent
Madlangbayan brought to the attention of the petitioner's that the property had been sold and as a result, the power
of attorney could no longer be revoked.70 Relevant to the sale of the subject properties, a Deed of Absolute Sale
dated April 8, 1996, for the amount of P10,000,000.00 was presented by respondents Dalida, et al.

The authority given to respondent Madlangbayan was expressly revoked in an instrument dated May 3, 1996.71 This
would have been sufficient to revoke the agency, but as the owner's duplicate TCT remained with respondent
Madlangbayan, the petitioners filed an Affidavit of adverse claim on July 1, 1997. On July 14, 1997, the petitioners
filed a case for annulment of respondent Madlangbayan's authority. Simultaneously, petitioners also filed a notice
of lis pendens which was annotated on the TCT of the subject properties.72

A contract of agency is extinguished by its revocation.73 As agency is a personal contract of representation that is
based on the trust and confidence reposed by the principal upon the agent,74 it may be revoked by the principal at
will.75 The withdrawal of such authority by the principal may either be express or implied.76

From the revocation of the agency on May 3, 1996, therefore, respondent Madlangbayan no longer had any authority
over the subject properties.ℒαwρhi ৷ Had there really been a perfected contract of sale, respondent Madlangbayan
should have informed the petitioners at this point. That respondent Madlangbayan failed to inform the petitioners of
the supposed sale of the subject properties to respondents Dalida, et al. lends further doubts to the contentious Deed
of Sale.

Likewise, the gist of the letter dated April 10, 1996, tells us that while respondent Madlangbayan is vested with the
authority to sell the property, he may only do so for the amount approved by the petitioners, that is P17,000,000.00.
Any amount below the asking price would have to be consulted with and approved by the petitioners. Respondent
Madlangbayan, on his own, cannot enter in a contract below the initial price set by the petitioners. In this regard, the
Court cannot help but doubt why in the case at bar, no prior and timely information was given to the petitioners
regarding the sale. For one, the Deed of Absolute Sale was for P10,000,000.00, an amount below the ceiling set by
the petitioners. As aforestated, respondent Madlangbayan also had every opportunity to notify the petitioners that he
had successfully negotiated a sale. In particular, in the natural course of things, the immediate reaction would be to
inform the petitioners of the supposed sale of the subject properties after being informed of the revocation of his
power of attorneys effective May 3, 1996, if indeed one has been entered into. Nonetheless, in this case, the sale
was brought to the attention of the petitioners in respondent Madlangbayan's Answer. Even so, at that point,
respondent Madlangbayan did not present a copy of the supposed Deed of Absolute Sale he had executed with
respondents Dalida, et al. He, instead, presented two documents denominated as Memorandum of Agreement, both
of which are undated and are not notarized, stating as consideration an amount lower than that indicated in the Deed
of Absolute Sale, i.e., P7,000,000.00. The respondents failed to provide the reason for the inconsistency between
these instruments.

A contract of agency is personal, representative, and derivative in nature. The authority of the agent to act emanates
from the powers granted to him by his principal. The agent is the extension of the principal only insofar as acts
performed by him that are within the scope of his authority.77 By way of exception, a principal may be bound by the
agent's acts performed beyond the scope of his authority, in case of express or implied ratification. Ratification,
however, demands that the principal has full knowledge of all the material facts or should have knowledge thereof in
view of circumstances which invites "a reasonably prudent man" to conduct an inquiry.78 In this case, petitioners
deny knowledge of the sale of the subject properties; respondent Madlangbayan does not controvert such
submission. Thus, there is no room for ratification in this case.

In view of the foregoing, therefore, it is of no moment that the petitioners made an admission of the existence of two
escrow agreements. The fact remains that there is no valid and perfected contract of sale involving the subject
properties in this case.

In the same vein, respondents Dalida, et al. cannot be considered as buyers in good faith. Primarily, they were aware
that they were dealing with respondent Madlangbayan as an agent of the petitioners. Therefore, they were bound at
their peril, in that in dealing with the agent, it was incumbent upon them to ascertain the nature and extent of such
agent's authority.79 Moreover, they were privy to and did not controvert the contents of respondent Madlangbayan's
letter dated April 10, 1996. Respondents also failed to directly address why the letter rejecting their counter-offer was
dated later than the Deed of Sale; instead they merely deflected the issue by saying that respondent Madlangbayan
never admitted that the "rejection of the offer for P17,000,000.00" happened after the Deed of Absolute Sale had
been executed.80 Remarkably, no explanation was offered to rationalize the situation.

Finally, the Court sustains the findings of the CA that respondents Go, et al. cannot, as well, be considered as buyers
in good faith considering that at the time the Deed of Sale was executed in their favor, there was an existing Notice
of Lis Pendens dated July 14, 1997, on the TCT of the subject properties. Furthermore, respondents Go, et al. were
likewise aware of the existence of Kasunduan sa Pag-upa ng Lupa dated June 5, 2003, over the subject properties
executed between the petitioners and one Diosdado Andal.81

Moreover, a simulated sale and all transactions subsequent thereto are void and conveys no title.82 Consequently,
the Deed of Sale between respondents Go, et al. and respondents Dalida, et al. is void.
In addition, as successors-in-interest, respondents Go, et al. stand exactly in the shoes of their predecessor-in-
interest, respondents Dalida, et al. The latter, as buyers in a simulated sale acquired no right of ownership over the
subject properties and had nothing to transfer to respondents Go, et al.83

There being no valid transfer of the subject properties, the petitioners remained to be the owners thereof.

As a final note, with the admission of Atty. Adasa that out of inadvertence he failed to register the subject Deed of
Absolute Sale, the Court deems it appropriate to issue him a stern warning that a repetition of the same or similar
acts shall be dealt with more severely. Time and again, the Court has constantly reminded Notaries Public that their
solemn duties are imbued with public interest and are not to be taken lightly.84 Hence, they must "observe with
utmost care and fidelity the basic requirements in the performance of their duties; otherwise, the confidence of the
public in the integrity of the notarized deeds will be undermined."85

WHEREFORE, in consideration of the foregoing disquisitions, the instant petition for review
on certiorari is GRANTED. The Decision dated September 26, 2016 of the Court of Appeals in CA-G.R. CV No.
105049, and its Resolution dated December 28, 2016, are REVERSED and SET ASIDE. The Judgment dated
December 10, 2014 of the Regional Trial Court of Batangas City, Branch 84, is hereby REINSTATED.

In addition, for failure to register the Deed of Absolute Sale dated April 8, 1996, presented to him for notarization,
Atty. Henry Adasa is STERNLY WARNED that a repetition of the same or similar acts in the future shall be dealt with
more severely. Let a copy of this Decision be furnished the Office of the Bar Confidant, to be appended to his
personal record.

SO ORDERED.

Gesmundo, C. J., Caguioa, Carandang, and Zalameda, JJ., concur.