VOL.

351, FEBRUARY 5, 2001 183

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina
*
G.R. No. 141634. February 5, 2001.

Heirs of Spouses REMEDIOS R. SANDEJAS and ELIODORO P. SANDEJAS,

SR.—ROBERTO R. SANDEJAS, ANTONIO R. SANDEJAS, CRISTINA
SANDEJAS MORELAND, BENJAMIN R. SANDEJAS, REMEDIOS R.
SANDEJAS; and heirs of SIXTO S. SANDEJAS II, RAMON R. SANDEJAS,
TERESITA R. SANDEJAS, and ELIODORO R. SANDEJAS, JR., all
represented by ROBERTO R. SANDEJAS, petitioners,  vs.ALEX A. LINA,
respondent.

Contracts; When a contract is subject to a suspensive condition, its birth or effectivity

can take place only if and when the condition happens or is fulfilled.—When a contract is
subject to a suspensive condition, its birth or effectivity can take place only if and when
the condition happens or is fulfilled. Thus, the intestate court’s grant of the Motion for
Approval of the sale filed by respondent resulted in petitioners’ obligation to execute the
Deed of Sale of the disputed lots in his favor. The condition having been satisfied, the
contract was perfected. Henceforth, the parties were bound to fulfill what they had
expressly agreed upon.
Succession; Probate Courts; Probate Proceedings: Court approval is required in any
disposition of the decedent’s estate, but reference to judicial approval, cannot adversely
affect the substantive rights of heirs to dispose of their own pro indiviso shares in the co-
heirship or co-ownership.—Court approval is required in any disposition of the
decedent’s estate per Rule 89 of the Rules of Court. Reference to judicial approval,
however, cannot adversely affect the substantive rights of heirs to dispose of their own
pro indiviso shares in the co-heirship or co-ownership. In other words, they can sell their
rights, interests or participation in the property under administration. A stipulation
requiring court approval does not affect the validity and the effectivity of the sale as
regards the selling heirs. It merely implies that the property may be taken out
of custodia legis, but only with the court’s permission. It would seem that the suspensive
condition in the present conditional sale was imposed only for this reason.
Same:  Same;  Same;  Where other heirs did not consent to the sale of their ideal
shares in the inherited property, the sale will only be limited to the pro indiviso share of
the selling heir.—Because petitioners did not

_______________

* THIRD DIVISION.

184
 184 SUPREME COURT REPORTS
ANNOTATED

Heirs of Spouses Remedios R. Sandejas and

Eliodoro P. Sandejas, Sr. vs. Lina

consent to the sale of their ideal shares in the disputed lots, the CA correctly limited
the scope of the Receipt to the pro-indiviso share of Eliodoro, Sr. Thus, it correctly
modified the intestate court’s ruling by excluding their shares from the ambit of the
transaction.
Same; Same; Same; Probate jurisdiction covers all matters relating to the settlement
of estates and the probate of wills of deceased persons, including the appointment and the
removal of administrators and executors, and extends as well to matters incidental and
collateral to the exercise of a probate court’s recognized powers such as selling,
mortgaging or otherwise encumbering realty belonging to the estate.—We hold that
Section 8 of Rule 89 allows this action to proceed. The factual differences alleged by
petitioners have no bearing on the intestate court’s jurisdiction over the approval of the
subject conditional sale. Probate jurisdiction covers all matters relating to the
settlement of estates (Rules 74 & 86-91) and the probate of wills (Rules 75-77) of
deceased persons, including the appointment and the removal of administrators and
executors (Rules 78-85). It also extends to matters incidental and collateral to the
exercise of a probate court’s recognized powers such as selling, mortgaging or otherwise
encumbering realty belonging to the estate. Indeed, the rules on this point are intended
to settle the estate in a speedy manner, so that the benefits that may flow from such
settlement may be immediately enjoyed by the heirs and the beneficiaries.
Same; Same; Same; Parties; While Section 8, Rule 89 of the Rules of Court does not
specify who should file the application for the approval of a sale of realty under
administration, it stands to reason that the proper party must be one who is to be
benefited or injured by the judgment, or one who is to be entitled to the avails of the suit.
—Petitioners contend that under said Rule 89, only the executor or administrator is
authorized to apply for the approval of a sale of realty under administration. Hence, the
settlement court allegedly erred in entertaining and granting respondent’s Motion for
Approval. We read no such limitation. Section 8, Rule 89 of the Rules of Court, provides:
x x x This provision should be differentiated from Sections 2 and 4 of the same Rule,
specifically requiring only the executor or administrator to file the application for
authority to sell, mortgage or otherwise encumber real estate for the purpose of paying
debts, expenses and legacies (Section 2); or for authority to sell real or personal estate
beneficial to the heirs, devisees or legatees and other interested persons, although such
authority is not necessary to pay debts, legacies or expenses of administration (Section
4). Section 8 mentions only an application to authorize the conveyance of realty under a
contract that the deceased entered into while still alive. While this Rule does not specify
who should

185

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Heirs of Spouses Remedios R. Sandejas and

Eliodoro P. Sandejas, Sr. vs. Lina
 file the application, it stands to reason that the proper party must be one who is to
be benefited or injured by the judgment, or one who is to be entitled to the avails of the
suit.
Same;  Same;  Same;  Husband and Wife;  The spouse’s share as an heir should be
based only on the remaining half, after deducting the conjugal share.—Petitioners aver
that the CA’s computation of Eliodoro, Sr.’s share in the disputed parcels of land was
erroneous because, as the conjugal partner of Remedios, he owned one half of these lots
plus a further one tenth of the remaining half, in his capacity as a one of her legal heirs.
Hence, Eliodoro’s share should be 11/20 of the entire property. Respondent poses no
objection to this computation. On the other hand, the CA held that, at the very least, the
conditional sale should cover the one half (1/2) pro indiviso conjugal share of Eliodoro
plus his one tenth (1/10) hereditary share as one of the ten legal heirs of the decedent, or
a total of three fifths (3/5) of the lots in administration. Petitioners’ computation is
correct. The CA computed Eliodoro’s share as an heir based on one tenth of the entire
disputed property. It should be based only on the remaining half, after deducting the
conjugal share.
Same; Same; Same; Same; Succession laws and jurisprudence require that when a
marriage is dissolved by the death of the husband or the wife, the decedent’s entire estate
—under the concept of conjugal properties of gains—must be divided equally, with one
half going to the surviving spouse and the other half to the heirs of the deceased.—The
proper determination of the seller-heir’s shares requires further explanation. Succession
laws and jurisprudence require that when a marriage is dissolved by the death of the
husband or the wife, the decedent’s entire estate—under the concept of conjugal
properties of gains—must be divided equally, with one half going to the surviving
spouse and the other half to the heirs of the deceased. After the settlement of the debts
and obligations, the remaining half of the estate is then distributed to the legal heirs,
legatees and devices. We assume, however, that this preliminary determination of the
decedent’s estate has already been taken into account by the parties, since the only
issue raised in this case is whether Eliodoro’s share is 11/20 or 3/5 of the disputed lots.

PETITION for review on certiorari of a decision of the Court of Appeals.

The facts are stated in the opinion of the Court.

     Lacas, Lao & Associates for petitioners.
186

186 SUPREME COURT REPORTS ANNOTATED

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

     Rudegelio C. Tacorda for respondent.

PANGANIBAN, J.:

A contract of sale is not invalidated by the fact that it is subject to probate

court approval. The transaction remains binding on the seller-heir, but not on
the other heirs who have not given their consent to it. In settling the estate of
the deceased, a probate court has jurisdiction over matters incidental and
collateral to the exercise of its recognized powers. Such matters include selling,
mortgaging or otherwise encumbering realty belonging to the estate. Rule 89,
Section 8 of the Rules of Court, deals with the conveyance of real property
contracted by the decedent while still alive. In contrast with Sections 2 and 4 of
the same Rule, the said provision does not limit to the executor or
administrator the right to file the application for authority to sell, mortgage or
otherwise encumber realty under administration. The standing to pursue such
course of action before the probate court inures to any person who stands to be
benefited or injured by the judgment or to be entitled to the avails of the suit.

The Case

Before us is a Petition for Review under Rule

1
45 of the Rules of Court, seeking
to reverse2 and set aside the Decision   dated April 16, 1999 and the
Resolution  dated January 12, 2000, both promulgated by the Court of Appeals
in CA-GR 3CV No. 49491. The dispositive portion of the assailed Decision reads
as follows:
“WHEREFORE, for all the foregoing, [w]e hereby MODIFY the [O]rder of the lower
court dated January 13, 1995, approving the Receipt of Earnest Money With Promise to
Buy and Sell dated June 7, 1982, only to the three-fifth (3/5) portion of the disputed lots
covering the share of

_______________
1 Penned by Justice Mariano M. Umali of the Special Seventh Division of the Court of Appeals with the
concurrence of Justices Romeo J. Callejo, Sr., acting Division Chairman; and Bernardo P. Abesamis, member.
Rollo, pp. 39-56.
2 Rollo, p. 58.
3 CA Decision, p. 18; rollo, p. 56.

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

[A]dministrator Eliodoro Sandejas, Sr. [in] the property. The intervenor is hereby
directed to pay appellant the balance of the purchase price of the three-fifth (3/5) portion
of the property within thirty (30) days from receipt of this [O]rder and x x x the
administrator [is directed] to execute the necessary and proper deeds of conveyance in
favor of appellee within thirty (30) days thereafter.”

The assailed Resolution denied reconsideration of the foregoing disposition.

The Facts
4
The facts of the case, as narrated by the Court of Appeals (CA), are as follows:
“On February 17, 1981, Eliodoro Sandejas, Sr. filed a petition (Record, SP. Proc. No. R-
83-15601, pp. 8-10) in the lower court praying that letters of administration be issued in
his favor for the settlement of the estate of his wife, REMEDIOS R. SANDEJAS, who
died on April 17, 1955. On July 1, 1981, Letters of Administration [were issued by the
lower court appointing Eliodoro Sandejas, Sr. as administrator of the estate of the late
Remedios Sandejas (Record, SP. Proc. No. R-83-15601, p. 16). Likewise on the same
date, Eliodoro Sandejas, Sr. took his oath as administrator (Record, SP. Proc. No. R-83-
15601, p. 17). x x x.
“On November 19, 1981, the 4th floor of Manila City Hall was burned and among the
records burned were the records of Branch XI of the Court of First Instance of Manila.
As a result, [A]dministrator Eliodoro Sandejas, Sr. filed a [M]otion for [R]econstitution
of the records of the case on February 9, 1983 (Record, SP. Proc. No. R-83-15601, pp. 1-
5). On February 16, 1983, the lower court in its [O]rder granted the said motion (Record,
SP. Proc. No. R-83-15601, pp. 28-29).
“On April 19, 1983, an Omnibus Pleading for motion to intervene and petition-in-
intervention was filed by [M]ovant Alex A. Lina alleging, among others that on June 7,
1982, movant and [A]dministrator Eliodoro P. Sandejas, in his capacity as seller, bound
and obligated himself, his heirs, administrators, and assigns, to sell forever and
absolutely and in their entirety the following parcels of land which formed part of the
estate of the late Remedios R. Sandejas, to wit:

_______________
4 CA Decision, pp. 2-8; rollo, pp. 40-46.

188

188 SUPREME COURT REPORTS ANNOTATED

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

1. ‘A parcel of land (Lot No. 22 Block No. 45 of the subdivision plan Psd-21121,
being a portion of Block 45 described on plan Psd-19508, G.L.R.O. Rec. No.
2029), situated in the Municipality of Makati, province of Rizal, containing an
area of TWO HUNDRED SEVENTY (270) SQUARE METERS, more or less,
with TCT No. 13465’;
2. ‘A parcel of land (Lot No. 21 Block No. 45 of the subdivision plan Psd-21141,
being a portion of Block 45 described on plan Psd-19508 G.L.R.O. Rec. No. 2029),
situated in the Municipality of Makati, Province of Rizal, containing an area of
TWO HUNDRED SEVENTY (270) SQUARE METERS, more or less, with TCT
No. 13464’;
3. ‘A parcel of land (Lot No. 5 Block No. 45 of the subdivision plan Psd-21141, being
a portion of Block 45 described on plan Psd-19508 G.L.R.O. Rec. No. 2029),
situated in the Municipality of Makati, Province of Rizal, containing an area of
TWO HUNDRED EIGHT (208) SQUARE METERS, more or less, with TCT No.
13468’;
4. ‘A parcel of land (Lot No. 6, Block No. 45 of the subdivision plan Psd-21141,
being a portion of Block 45 described on plan Psd-19508 G.L.R.O. Rec. No. 2029),
situated in the Municipality of Makati, Province of Rizal, containing an area of
TWO HUNDRED EIGHT (208) SQUARE METERS, more or less, with TCT No.
13468’;

The [R]eceipt of the [E]arnest [M]oney with [P]romise to [S]ell and to [B]uy is hereunder
quoted, to wit:

‘Received today from MR. ALEX A. LINA the sum of ONE HUNDRED THOUSAND (P100,000.00)
PESOS, Philippine Currency, per Metropolitan Bank & Trust Company Chec[k] No. 319913 dated
today for P100,000.00, x x x as additional earnest money for the following:
x x x      x x x      x x x
all registered with the Registry of Deeds of the [P]rovince of Rizal (Makati Branch Office) in the
name of SELLER ‘ELIODORO SANDEJAS, Filipino Citizen, of legal age, married to Remedios
Reyes de Sandejas’; and which undersigned, as SELLER, binds and obligates himself, his heirs,
administrators and assigns, to sell forever and absolutely in their entirety (all of the four [4]
parcels of land above described, which are contiguous to each other as to form one big lot) to said
Mr. Alex A. Lina, who has agreed to buy all of them, also binding on his heirs, administrators and
assigns, for the consideration of ONE MILLION (P1,000,000.00) PESOS, Philippine

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

Currency, upon such reasonable terms of payment as may be agreed upon by them. The parties
have, however, agreed on the following terms and conditions:

‘1. The P100,000.00 herein received is in addition to the P70,000.00 earnest money
already received by SELLER from BUYER, all of which shall form part of, and
shall be deducted from, the purchase price of P1,000,000.00, once the deed of
absolute [sale] shall be executed;
‘2. As a consideration separate and distinct from the price, undersigned SELLER
also acknowledges receipt from Mr. Alex A. Lina of the sum of ONE
THOUSAND (P1,000.00) PESOS, Philippine Currency, per Metropolitan Bank &
Trust Company Check No.  319912  dated today and payable to SELLER for
P1,000.00;
‘3. Considering that Mrs. Remedios Reyes de Sandejas is already deceased and as
there is a pending intestate proceedings for the settlement of her estate (Spec.
Proc. No. 138393, Manila CFI, Branch XI), wherein SELLER was appointed as
administrator of said Estate, and as SELLER, in his capacity as administrator of
said Estate, has informed BUYER that he (SELLER) already filed a [M]otion
with the Court for authority to sell the above parcels of land to herein BUYER,
but which has been delayed due to the burning of the records of said Spec. Pro.
No. 138398, which records are presently under reconstitution, the parties shall
have at least ninety (90) days from receipt of the Order authorizing SELLER, in
his capacity as administrator, to sell all THE ABOVE DESCRIBED PARCELS
OF LAND TO HEREIN BUYER (but extendible for another period of ninety (90)
days upon the request of either of the parties upon the other), within which to
execute the deed of absolute sale covering all above parcels of land;
‘4. In the event the deed of absolute sale shall not proceed or not be executed for
causes either due to SELLER’S fault, or for causes of which the BUYER is
innocent, SELLER binds himself to personally return to Mr. Alex A. Lina the
entire ONE HUNDRED SEVENTY THOUSAND ([P] 170,000.00) PESOS in
earnest money received from said Mr. Lina by SELLER, plus fourteen (14%)
percentum interest per annum, all of which shall be considered as liens of said
parcels of land, or at least on the share therein of herein SELLER;
‘5. Whether indicated or not, all of above terms and conditions shall be binding on
the heirs, administrators, and assigns of both the SELLER (undersigned MR.
ELIODORO P. SANDEJAS,

190

190 SUPREME COURT REPORTS ANNOTATED

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina
 SR.) and BUYER (MR. ALEX A. LINA).’ (Record, SP. Proc. No. R-83-15601, pp.
52-54.)

“On July 17, 1984, the lower court issued an [O]rder granting the intervention of Alex
A. Lina (Record, SP. Proc. No. R-83-15601, p. 167).
“On January 7, 1985, the counsel for [A]dministrator Eliodoro P. Sandejas filed a
[M]anifestation alleging among others that the administrator, Mr. Eliodoro P. Sandejas,
died sometime in November 1984 in Canada and said counsel is still waiting for official
word on the fact of the death of the administrator. He also alleged, among others that
the matter of the claim of Intervenor Alex A. Lina becomes a money claim to be filed in
the estate of the late Mr. Eliodoro P. Sandejas (Record, SP. Proc. No. R-83-15601, p.
220). On February 15, 1985, the lower court issued an [O]rder directing, among others,
that the counsel for the four (4) heirs and other heirs of Teresita R. Sandejas to move for
the appointment of [a] new administrator within fifteen (15) days from receipt of this
[O]rder (Record, SP. Proc. No. R-83-15601, p. 227). In the same manner, on November 4,
1985, the lower court again issued an order, the content of which reads:

‘On October 2, 1985, all the heirs, Sixto, Roberto, Antonio, Benjamin all surnamed Sandejas were
ordered to move for the appointment of [a] new administrator. On October 16, 1985, the same
heirs were given a period of fifteen (15) days from said date within which to move for the
appointment of the new administrator. Compliance was set for October 30, 1985, no appearance
for the afore-named heirs. The aforenamed heirs are hereby ordered to show cause within fifteen
(15) days from receipt of this Order why this Petition for Settlement of Estate should not be
dismissed for lack of interest and failure to comply with a lawful order of this Court.
‘SO ORDERED.’ (Record, SF. Proc. No. R-83-15601, p. 273)

“On November 22, 1985, Alex A. Lina as petitioner filed with the Regional Trial
Court of Manila an Omnibus Pleading for (1) petition for letters of administration [and]
(2) to consolidate instant case with SP. Proc. No. R-83-15601 RTC Branch XI-Manila,
docketed therein as SP. Proc. No. 85-33707 entitled ‘IN RE: INTESTATE ESTATE OF
ELIODORO P. SANDEJAS, SR., ALEX A. LINA PETITIONER,” [for letters of
administration] (Record, SP. Proc. No. 85-33707, pp. 1-7). On November 29, 1985,
Branch XXXVI of the Regional Trial Court of Manila issued an [O]rder consolidating SP.
Proc. No. 85-33707, with SP. Proc. No. R-83-15601 (Record, SP. Proc. No.85-33707, p.
13). Likewise, on December 13, 1985, the Regional Trial Court of Manila, Branch XI,
issued an [O]rder stating that ‘this Court has no objection to the consolidation of Special
Proceedings No. 85-331707, now pending before Branch XXXVI of this Court, with the

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

present proceedings now pending before this Branch’ (Record, SP. Proc. No. R-83-15601,
p. 279).
“On January 15, 1986, Intervenor Alex A. Lina filed [a] Motion for his appointment
as a new administrator of the Intestate Estate of Remedios R. Sandejas on the following
reasons:

‘5.01. FIRST, as of this date, [i]ntervenor has not received any motion on the part of
the heirs Sixto, Antonio, Roberto and Benjamin, all surnamed Sandejas, for the
appointment of a new [a]dministrator in place of their father, Mr. Eliodoro P.
Sandejas, Sr.;
 SECOND, since Sp. Proc. 85-33707, wherein the [petitioner is herein Intervenor
‘5.02. Alex A. Lina and the instant Sp. PROC. R-83-15601, in effect are already
consolidated, then the appointment of Mr. Alex Lina as [a]dministrator of the
Intestate Estate of Remedios R. Sandejas in instant Sp. Proc. R-83-15601, would
be beneficial to the heirs and also to the Intervenor;
‘5.03. THIRD, of course, Mr. Alex A. Lina would be willing to give way at anytime to
any [a]dministrator who may be proposed by the heirs of the deceased Remedios
R. Sandejas, so long as such [a]dministrator is qualified’ (Record, SP. Proc. No.
R-83-15601, pp. 281-283)

“On May 15, 1986, the lower court issued an order granting the [M]otion of Alex A.
Lina as the new [a]dministrator of the Intestate Estate of Remedios R. Sandejas in this
proceedings. (Record, SP. Proc. No. R-83-15601, pp. 288-290)
“On August 28, 1986, heirs Sixto, Roberto, Antonio and Benjamin, all surnamed
Sandejas, and heirs [sic] filed a [M]otion for [R]econsideration and the appointment of
another administrator Mr. Sixto Sandejas, in lieu of [I]ntervenor Alex A. Lina stating
among others that it [was] only lately that Mr. Sixto Sandejas, a son and heir, expressed
his willingness to act as a new administrator of the intestate estate of his mother,
Remedios R. Sandejas (Record, SP. Proc. No. 85-33707, pp. 29-31). On October 2, 1986,
Intervenor Alex A. Lina filed his [M]anifestation and [C]ounter [M]otion alleging that he
ha[d] no objection to the appointment of Sixto Sandejas as [a]dministrator of the
[i]ntestate [e]state of his mother Remedios R. Sandejas (Sp. Proc. No. 85-15601),
provided that Sixto Sandejas be also appointed as administrator of the [i]ntestate
[e]state of his father, Eliodoro P. Sandejas, Sr. (Spec. Proc. No. 85-33707), which two (2)
cases have been consolidated (Record, SP. Proc. No. 85-33707, pp. 34-36). On March 30,
1987, the lower court granted the said [M]otion and substituted

192

192 SUPREME COURT REPORTS ANNOTATED

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

Alex Lina with Sixto Sandejas as petitioner in the said [P]etitions (Record, SP. Proc. No.
85-33707, p. 52). After the payment of the administrator’s bond (Record, SP. Proc. No.
83-15601, pp. 348-349) and approval thereof by the court (Record, SP. Proc. No. 83-
15601, p. 361), Administrator Sixto Sandejas on January 16, 1989 took his oath as
administrator of the estate of the deceased Remedios R. Sandejas and Eliodoro P.
Sandejas, Sr. (Record, SP. Proc. No. 83-15601, p. 367) and was likewise issued Letters of
Administration on the same day (Record, SP. Proc. No. 83-15601, p. 366).
“On November 29, 1993, Intervenor filed [an] Omnibus Motion (a) to approve the
deed of conditional sale executed between Plaintiff-in-Intervention Alex A. Lina and
Elidioro [sic] Sandejas, Sr. on June 7, 1982; (b) to compel the heirs of Remedios Sandejas
and Eliodoro Sandejas, Sr. thru their administrator, to execute a deed of absolute sale in
favor of [I]ntervenor Alex A. Lina pursuant to said conditional deed of sale (Record, SP.
Proc. No. 83-15601, pp. 554-561) to which the administrator filed a [M]otion to [D]ismiss
and/or [O]pposition to said omnibus motion on December 13, 1993 (Record, SP. Proc. No.
83-15601, pp. 591-603).
“On January 13, 1995, the lower court rendered the questioned order granting
intervenor’s [M]otion for the [A]pproval of the Receipt of Earnest Money with promise to
buy between Plaintiff-in-Intervention Alex A. Lina and Eliodoro Sandejas, Sr. dated
June 7, 1982 (Record, SP. Proc. No. 83-15601, pp. 652-654). x x x.”
5
The Order of the intestate court  disposed as follows:
“WHEREFORE, [i]ntervenor’s motion for the approval of the Receipt Of Earnest Money
With Promise To Sell And To Buy dated June 7, 1982, is granted. The intervenor is
directed to pay the balance of the purchase price amounting to P729,000.00 within
thirty (30) days from receipt of this Order and the Administrator is directed to execute
6
within thirty (30) days thereafter the necessary and proper deeds of conveyancing.”

Ruling of the Court of Appeals

Overturning the RTC ruling, the CA held that the contract between Eliodoro
Sandejas, Sr. and respondent was merely a contract to sell, not a perfected
contract of sale. It ruled that the ownership

_______________
5 Penned by Judge Roberto A. Barrios of the Regional Trial Court of Manila, Branch 11.
6 RTC Order, p. 3; rollo, p. 73.

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

of the four lots was to remain in the intestate estate of Remedios Sandejas until
the approval of the sale was obtained from the settlement court. That approval
was a positive suspensive condition, the non-fulfillment of which was not
tantamount to a breach. It was simply an event that prevented the obligation
from maturing or becoming effective. If the condition did not happen, the
obligation would not arise or come into 7existence.
The CA held that Section 1, Rule 89  of the Rules of Court was inapplicable,
because the lack-of written notice to the other heirs showed the lack of consent
of those heirs other than Eliodoro Sandejas, Sr. For this reason, bad faith was
imputed to him, for no one is allowed to enjoy a claim arising from one’s own
wrongdoing. Thus, Eliodoro, Sr. was bound, as a matter of justice and good
faith, to comply with his contractual commitments as an owner and heir. When
he entered into the agreement with respondent, he bound his conjugal and
successional shares in the
8
property.
Hence, this Petition.

Issues

In their Memorandum, petitioners submit the following issues for our

resolution:

“a) Whether or not Eliodoro P. Sandejas, Sr. is legally obligated to convey

title to the property referred to in the subject document which was
found to be in the nature of a contract to sell—where the suspensive
condition set forth therein [i.e.] court approval, was not complied with;
_______________
7  ”SECTION 1.  Order of sale of personalty.—Upon the application of the executor or
administrator, and on written notice to the heirs and other persons interested, the court may order
the whole or a part of the personal estate to be sold, if it appears necessary for the purpose of
paying debts, expenses of administration, or legacies, or the preservation of the property.”
8 This case was submitted for resolution upon the receipt by this Court of the Memorandum for

the Petitioners on October 12, 2000, signed by Atty. Pascual T. Lacas of Lacas, Lao & Associates.
Respondent’s Memorandum, signed by Atty. Rudegelio D. Tacorda, was submitted on October 5,
2000.

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

“b) Whether or not Eliodoro P. Sandejas, Sr. was guilty of bad faith despite
the conclusion of the Court of Appeals that the respondent [bore] the
burden of proving that a motion for authority to sell ha[d] been filed in
court;
“c) Whether or not the undivided shares of Eliodoro P. Sandejas, Sr. in the
subject property is three-fifth (3/5) and the administrator of the latter
should execute deeds of conveyance therefor within thirty days from
receipt of the balance of the purchase price from the respondent; and
“d) Whether or not the respondent’s petition-in-intervention was converted
to a money claim and whether the [trial court) acting as a probate court
could approve the sale and compel the petitioners to execute [a] 9deed of
conveyance even for the share alone of Eliodoro P. Sandejas, Sr.”

In brief, the Petition poses the main issue of whether the CA erred in modifying
the trial court’s Decision and in obligating petitioners to sell 3/5 of the disputed
properties to respondent, even if the suspensive condition had not been
fulfilled. It also raises the following collateral issues: (1) the settlement court’s
jurisdiction; (2) respondent-intervenor’s standing to file an application for the
approval of the sale of realty in the settlement case, (3) the decedent’s bad
faith, and (4) the computation of the decedent’s share in the realty under
administration.

This Court’s Ruling

The Petition is partially meritorious.

Main Issues: 
Obligation With a Suspensive Condition

Petitioners argue that the CA erred in ordering the conveyance of the disputed
3/5 of the parcels of land, despite the non-fulfillment of the suspensive
condition—court approval of the sale—as contained in the “Receipt of Earnest
Money with Promise to Sell and to Buy’s (also referred to as the “Receipt”).
Instead, they assert that because this condition had not been satisfied, their
obligation to deliver the disputed parcels of land was converted into a money
claim.

_______________
9 Rollo, p. 139.

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

We disagree. Petitioners admit that the agreement between the deceased

Eliodoro Sandejas, Sr. and respondent was a contract to sell. Not exactly. In a
contract to sell, the payment of the purchase price is a positive suspensive
condition. The vendor’s 10obligation to convey the title does not become effective
in case of failure to pay.
On the other hand, the agreement between Eliodoro, Sr. and respondent is
subject to a suspensive condition—the procurement of a court approval, not full
payment. There was no reservation of ownership in the agreement. In
accordance with paragraph 1 of the Receipt, petitioners were supposed to deed
the disputed lots over to respondent. This they could do upon the court’s
approval, even before full payment. Hence, their contract was a conditional
sale, rather than a contract to sell as determined by the CA.
When a contract is subject to a suspensive condition, its birth or11 effectivity
can take place only if and when the condition happens or is fulfilled.  Thus, the
intestate court’s grant of the Motion for Approval of the sale filed by respondent
resulted in petitioners’ obligation to execute the Deed of Sale of the disputed
lots in his favor. The condition having been satisfied, the contract was
perfected. Henceforth, the parties were bound to fulfill what they had expressly
agreed upon.
Court approval is required in any disposition of the decedent’s estate per
Rule 89 of the Rules of Court. Reference to judicial approval, however, cannot
adversely affect the substantive rights of heirs to12 dispose of their own pro
indiviso shares in the co-heirship or co-ownership.   In other words, they can
sell their rights, interests or participation in the property under
administration. A stipulation requiring court approval does not affect the
validity and the effectivity of the sale as regards the selling heirs. It merely
implies that the property may be taken out of custodia legis, but

_______________
10 Justice Jose C. Vitug, Compendium of Civil Law and Jurisprudence, rev. ed., p. 580; Cheng v.
Genato, 300 SCRA 722, 734, December 29, 1998; Odyssey Park, Inc. v. Court of Appeals, 280 SCRA
253, 260, October 8, 1997.
11 Cheng v. Genato, supra, pp. 735-736; Coronel v. Court of Appeals, 263 SCRA 15, 33 October 7,

1996; Compendium, pp. 487-488, 580 & 603

12 Acebedo v. Abesamis, 217 SCRA 186, 193, January 18, 1993.

196
196 SUPREME COURT REPORTS ANNOTATED
Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina
13
only with the court’s permission.  It would seem that the suspensive condition
in the present conditional sale was imposed only for this reason.
Thus, we are not persuaded by petitioners’ argument that the obligation was
converted into a mere monetary claim. Paragraph 4 of the Receipt, which
petitioners rely on, refers to a situation wherein the sale has not
materialized.  In such a case, the seller is bound to return to the buyer the
earnest money paid plus interest at fourteen percent per annum. But the sale
was approved by the intestate court; hence, the proviso does not apply.
Because petitioners did not consent to the sale of their ideal shares in the
disputed lots, the CA correctly limited the scope of the Receipt to the pro-
indiviso share of Eliodoro, Sr. Thus, it correctly modified the intestate court’s
ruling by excluding their shares from the ambit of the transaction.

First Collateral Issue: 

Jurisdiction of Settlement Court

Petitioners also fault the CA Decision by arguing,  inter alia, (a) jurisdiction
over ordinary civil action seeking not merely to enforce a sale but to compel
performance of a contract falls upon a civil court, not upon an intestate court;
and (b) that Section 8 of Rule 89 allows the executor or administrator, and no
one else, to file an application for approval of a sale of the property under
administration. 14 15
Citing Gil v. Cancio  and Acebedo v. Abesamis, petitioners contend that the
CA erred in clothing the settlement court with the jurisdiction to approve the
sale and to compel petitioners to execute the Deed of Sale. They allege factual
differences between these cases and the instant case, as follows: in Gil, the sale
of the realty in administration was a clear and an unequivocal agreement for
the support of the widow and the adopted child of the decedent; and in Acebedo,
a clear sale had been made, and all the heirs con-

_______________
13 Vda.de Cruz v. Ilagan, 81 Phil. 554, 561, September 30, 1948.
14 14SCRA 796, 796-801, July 30, 1965.
15 Supra.

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

sented to the disposition of their shares in the realty in administration.

 We are not persuaded. We hold that Section 8 of Rule 89 allows this action
to proceed. The factual differences alleged by petitioners have no bearing on the
intestate court’s jurisdiction over the approval of the subject conditional sale.
Probate jurisdiction covers all matters relating to the settlement of estates
(Rules 74 & 86-91) and the probate of wills (Rules 75-77) of deceased persons,
including the appointment and the removal of administrators and executors
(Rules 78-85). It also extends to matters incidental and collateral to the
exercise of a probate court’s recognized powers such as selling, mortgaging or
otherwise encumbering realty belonging to the estate. Indeed, the rules on this
point are intended to settle the estate in a speedy manner, so that the benefits
that may flow from such16
settlement may be immediately enjoyed by the heirs
and the beneficiaries.
In the present case, the Motion for Approval was meant to settle the
decedent’s obligation to respondent; hence, that obligation clearly falls under
the jurisdiction of the settlement court. To require respondent to file a separate
action—on whether petitioners should convey the title to Eliodoro, Sr.’s share
of the disputed realty—will unnecessarily prolong the settlement of the
intestate estates of the deceased spouses.
The suspensive condition did not reduce the conditional sale between
Eliodoro, Sr. and respondent to one that was “not a definite, clear and absolute
document of sale,” as contended by petitioners. Upon the occurrence of the
condition, the conditional sale became
17
a reciprocally demandable obligation
that is binding upon
18
the parties. That Acebedo also involved a conditional sale
of real property  proves that the existence of the suspensive condition did not
remove that property from the jurisdiction of the intestate court.

__________________
16 Sikat v. Vda. de Villanueva, 57 Phil. 486, 494, November 10, 1932; Magbanua v. Akol, 72 Phil.

567, 572, June 27, 1941; Del Castillo v. Enriquez, 109 Phil. 491, 494-495, September 30, 1960.
17 Art. 1458, Civil Code.
18 Supra, p. 188.

198

198 SUPREME COURT REPORTS ANNOTATED

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

Second Collateral Issue: 

Intervenor’s Standing

Petitioners contend that under said Rule 89, only the executor or administrator
is authorized to apply for the approval of a sale of realty under administration.
Hence, the settlement court allegedly erred in entertaining and granting
respondent’s Motion for Approval.
We read no such limitation. Section 8, Rule 89 of the Rules of Court,
provides:
“SEC. 8.  When court may authorize conveyance of realty which deceased contracted to
convey. Notice. Effect of deed.—Where the deceased was in his lifetime under contract,
binding in law, to deed real property, or an interest therein, the court having
jurisdiction of the estate may, on application for that purpose, authorize the executor or
administrator to convey such property according to such contract, or with such
modifications as are agreed upon by the parties and approved by the court; and if the
contract is to convey real property to the executor or administrator, the clerk of the
court shall execute the deed, x x x.”

This provision should be differentiated from Sections 2 and 4 of the same Rule,
specifically requiring only the executor or administrator to file the application
for authority to sell, mortgage or otherwise encumber real 19
estate for the
purpose of paying debts, expenses and legacies (Section 2); or for authority to
sell real or

_________________
19 ”SEC. 2. When court may authorize sale, mortgage, or other encumbrance of realty to pay debts

and legacies through personalty not exhausted.—When the personal estate of the deceased is not
sufficient to pay the debts, expenses of administration, and legacies, or where the sale of such
personal estate may injure the business or other interests of those interested in the estate, and
where a testator has not otherwise made sufficient provision for the payment of such debts,
expenses, and legacies, the court, on the application of the executor or administrator and on written
notice to the heirs, devisees, and legatees residing in the Philippines, may authorize the executor or
administrator to sell, mortgage, or otherwise encumber so much as may be necessary of the real
estate, in lieu of personal estate, for the purpose of paying such debts, expenses, and legacies, if it
clearly appears that such sale, mortgage, or encumbrance would be beneficial to the persons
interested; and if a part cannot be sold, mort

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Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

personal estate beneficial to the heirs, devisees or legatees and other interested
persons, although such authority is not 20
necessary to pay debts, legacies or
expenses of administration (Section 4).  Section 8 mentions only an application
to authorize the conveyance of realty under a contract that the deceased
entered into while still alive. While this Rule does not specify who should file
the application, it stands to reason that the proper party must be one who is to
be benefited or injured
21
by the judgment, or one who is to be entitled to the
avails of the suit.

Third Collateral Issue: 

Bad Faith

Petitioners assert that Eliodoro, Sr. was not in bad faith, because (a) he
informed respondent of the need to secure court approval prior to the sale of the
lots, and (2) he did not promise that he could obtain the approval.
We agree. Eliodoro, Sr. did not misrepresent these lots to respondent as his
own properties to which he alone had a title in fee simple. The fact that he
failed to obtain the approval of the conditional sale did not automatically imply
bad faith on his part. The CA held him in bad faith only for the purpose of
binding him to the

_________________

gaged, or otherwise encumbered without injury to those interested in the remainder, the
authority may be for the sale, mortgage, or other encumbrance of the whole of such real estate, or
so much thereof as is necessary or beneficial under the circumstances.”
20 “Sec. 4. When court may authorize sale of estate as beneficial to interested persons. Disposal of

proceeds.—When it appears that the sale of the whole or a part of the real or personal estate, will
be beneficial to the heirs, devisees, legatees, and other interested persons, the court may, upon
application of the executor or administrator and on written notice to the heirs, devisees, and
legatees who are interested in the estate to be sold, authorize the executor or administrator to sell
the whole or a part of said estate, although not necessary to pay debts, legacies, or expenses of
administration; but such authority shall not be granted if inconsistent with the provisions of a will.
In case of such sale, the proceeds shall be assigned to the persons entitled to the estate in the
proper proportions.”
21 Section 2, Rule 3, Rules of Court.

200

200 SUPREME COURT REPORTS ANNOTATED

Heirs of Spouses Remedios R. Sandejas and Eliodoro
P. Sandejas, Sr. vs. Lina

conditional sale. This was unnecessary because his being bound to it is, as
already shown, beyond cavil.

Fourth Collateral Issue: 

Computation of Eliodoro’s Share

Petitioners aver that the CA’s computation of Eliodoro, Sr.’s share in the
disputed parcels of land was erroneous because, as the conjugal partner of
Remedios, he owned one half of these lots plus a further one tenth of the
remaining half, in his capacity as a one of her legal heirs. Hence, Eliodoro’s
share should be 11/20
22
of the entire property. Respondent poses no objection to
this computation.
On the other hand, the CA held that, at the very least, the conditional sale
should cover the one half (1/2) pro indiviso conjugal share of Eliodoro plus his
one tenth (1/10) hereditary share as one of the ten legal 23heirs of the decedent,
or a total of three fifths (3/5) of the lots in administration.
Petitioners’ computation is correct. The CA computed Eliodoro’s share as an
heir based on one tenth of the entire disputed property. It24should be based only
on the remaining half, after deducting the conjugal share.
The proper determination of the seller-heir’s shares requires further
explanation. Succession laws and jurisprudence require that when a marriage
is dissolved by the death of the husband or the wife, the decedent’s entire
estate—under the concept of conjugal properties of gains—must be divided
equally, with one half25going to the surviving spouse and the other half to the
heirs of the deceased.   After the settlement of the debts and obligations, the
 remaining half of the estate is then distributed to the legal heirs, legatees and
devices. We assume, however, that this preliminary determination of the
decedent’s estate has already been taken into

__________________
22 Respondent’s Memorandum; rollo, p. 124.
23 1/2+ 1/10 = 6/10 or 3/5 reduced to the lowest term.
24 1/2 + [1/10 x 1/2] = 1/2 + [1/201 = 10/20 + 1/20 = 11/20.
25 Art. 129(7), Family Code; Armas v. Calisterio, G.R. No. 136467, April 6, 2000, p. 8, 330 SCRA

201, per Vitug, J.; and Del Mundo v. Court of Appeals, 97 SCRA 373, 382, April 30, 1980.

201

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Sanlakas ng Barangay Julo, San Antonio,
Incorporated vs. Empaynado, Jr.

account by the parties, since the only issue raised in this case is whether
Eliodoro’s share is 11/20 or 3/5 of the disputed lots.
WHEREFORE, the Petition is hereby PARTIALLY GRANTED. The
appealed Decision and Resolution are AFFIRMED with the MODIFICATION
that respondent is entitled to only a pro-indiviso share equivalent to 11/20 of
the disputed lots.
SO ORDERED.

          Melo (Chairman),  Vitug,  Gonzaga-Reyes  and  Sandoval-Gutierrez, JJ.,

concur.

Petition partially granted, judgment affirmed with modification.

Notes.—The declaration of heirship must be made in an administration

proceeding, and not in an independent civil action. (Heirs of Guido and Isabel
Yaptinchay vs. Del Rosario, 304 SCRA 18 [1999])
The probate court is not vested with the power to order the special
administrator to sell real properties of the estate pending determination of the
validity of the regular administrator’s appointment. (Silverio, Sr. vs. Court of
Appeals, 304 SCRA 541 [1999])

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