ARTICLE 1181 ACQUISITION/EXTINGUISHMENT OF RIGHTS[G.R. No. 118180.September 20, 1996]DEVELOPMENT BANK OF THE PHILIPPINES, petitioner, vs.COURT OF APPEALS, Sps. NORMY D. CARPIO and CARMEN ORQUISA; Sps. ROLANDO D. CARPIO and RAFAELA VILLANUEVA; Sps. ELISEO D. CARPIO and ANUNCIACION del ROSARIO; LUZ C. REYES, MARIO C. REYES, JULIET REYES-RUBIN,respondents.D E C I S I O NPADILLA,J.:This is a petition for review oncertiorariunder Rule 45 of the Rules of Court which seeks to set aside the decision[1]of the Court of Appeals (CA) dated28 February 1994in C.A.-G.R. CV No. 37158, as well as the resolution dated11 August 1994denying petitioner's motion for reconsideration.The facts are undisputed:Private respondents were the original owners of a parcel of agricultural land covered by TCT No. T-1432, situated in Barrio Capucao,OzamisCity, with an area of 113,695 square meters, more or less.On30 May 1977, private respondents mortgaged said land to petitioner.When private respondents defaulted on their obligation, petitioner foreclosed the mortgage on the land and emerged as sole bidder in the ensuing auction sale.Consequently, Transfer Certificate of Title No. T-10913 was eventually issued in petitioner's name.On6 April 1984, petitioner and private respondents entered into a Deed of Conditional Sale wherein petitioner agreed to reconvey the foreclosed property to private respondents.The pertinent stipulations of the Deed provided that:"WHEREAS, the VENDOR acquired a parcel of land in an auction sale by the City Sheriff of Ozamiz City, pursuant to Act 3135, as amended, and subject to the redemption period pursuant to CA 141, described as follows:xxxxxxxxxWHEREAS, the VENDEES offered to repurchase and the VENDOR agreed to sell the above-described property, subject to the terms and stipulations as hereinafter stipulated, for the sum of SEVENTY THREE THOUSAND SEVEN HUNDRED ONLY (P73,700.00), with a down payment ofP8,900.00 and the balance ofP64,800 shall be payable in six (6) years on equal quarterly amortization plan at 18% interest per annum.The first quarterly amortization ofP4,470.36 shall be payable three months from the date of the execution of the documents and all subsequent amortization shall be due and payable every quarter thereafter.xxxxxxxxxThat, upon completion of the payment herein stipulated and agreed, the Vendor agrees to deliver to the Vendee/s(,) his heirs, administrators and assigns(,) a good and sufficient deed of conveyance covering the property, subject matter of this deed of conditional sale, in accordance with the provisions of law." (Exh. "A", p. 5, Records)[2]On6 April 1990, upon completing the payment of the full repurchase price, private respondents demanded from petitioner the execution of a Deed of Conveyance in their favor.Petitioner then informed private respondents that the prestation to execute and deliver a deed of conveyance in their favor had become legally impossible in view of Sec. 6 of Rep. Act 6657 (the Comprehensive Agrarian Reform Law or CARL) approved 10 June 1988, and Sec. 1 of E.O. 407 issued 10 June 1990.Aggrieved, private respondents filed a complaint for specific performance with damages against petitioner before theRegionalTrialCourtofOzamisCity, Branch XV.During the pre-trial, the trial court narrowed down the issue to whether or not Sec. 6 of the CARL (Rep. Act 6657) had rendered legally impossible compliance by petitioner with its obligation to execute a deed of conveyance of the subject land in favor of private respondents.The trial court ordered both parties to file their separate memorandum and deemed the case submitted for decision thereafter.On30 January 1992, the trial court rendered judgment, the dispositive part of which reads:"WHEREFORE, judgment is rendered ordering defendant to execute and deliver unto plaintiffs a deed of final sale of the land subject of their deed of conditional sale - Lot 5259-A, to pay plaintiffsP10,000.00 as nominal damages,P5,000.00 as attorney's fees,P3,000.00 aslitis expensesand costs."[3]The trial court held that petitioner interpreted the fourth paragraph of Sec. 6, Rep. Act 6657 literally in conjunction with Sec. 1 of E.O. 407.The fourth paragraph of Sec. 6, Rep. Act 6657 states that:"Upon the effectivity of this Act, anysaledisposition, lease, management contract or transfer of possession of private lands executed by theoriginal landownerin violation of this act shall be null and void; Provided, however, that those executed prior to this act shall be valid only when registered with the Register of Deeds after the effectivity of this Act.Thereafter, all Register of Deeds shall inform the DAR within 320 days of any transaction involving agricultural lands in excess of five hectares."while Sec. 1 of E.O. 407 states that:"Sec. 1.All government instrumentalities but not limited to x x x financial institutions such as the DBP x x x shall immediately execute deeds of transfer in favor of the Republic of the Philippines as represented by the Department of Agrarian Reform and surrender to the department all landholdings suitable for agriculture."The courta quonoted that Sec. 6 of Rep. Act 6657, taken in its entirety, is a provision dealing primarily with retention limits in agricultural land allowed the landowner and his family and that the fourth paragraph, which nullifies anysalex x x by theoriginallandowner in violation of the Act, does not cover the sale by petitioner (not the original land owner) to private respondents.On the other hand, according to the trial court, E.O. 407 took effect on10 June 1990.But private respondents completed payment of the price for the property, object of the conditional sale, as early as6 April 1990.Hence, with the fulfillment of the condition for the sale, the land covered thereby, was detached from the mass of foreclosed properties held by DBP, and, therefore, fell beyond the ambit or reach of E.O. 407.Dissatisfied, petitioner appealed to the Court of Appeals (CA), still insisting that its obligation to execute a Deed of Sale in favor of private respondents had become a legal impossibility and that the non-impairment clause of the Constitution must yield to the demands of police power.On28 February 1994, the CA rendered judgment dismissing petitioner's appeal on the basis of the following disquisitions:"It is a rule that if the obligation depends upon a suspensive condition, the demandability as well as the acquisition or effectivity of the rights arising from the obligation is suspended pending the happening or fulfillment of the fact or event which constitutes the condition.Once the event which constitutes the condition is fulfilled resulting in the effectivity of the obligation, its effects retroact to the moment when the essential elements which gave birth to the obligation have taken place (8Manresa, 5th Ed. Bk. 1,pa.33).Applying this precept to the case, the full payment by the appellee onApril 6, 1990retroacts to the time the contract of conditional sale was executed onApril 6, 1984.From that time, all elements of the contract of sale were present.Consequently, the contract of sale was perfected.As such, the said sale does not come under the coverage of R.A. 6657.It is likewise interesting to note that despite the mandate of Sec. 1, R.A. 6657, appellant continued to accept the payments made by the appellee until it was fully paid onApril 6, 1990.All that the appellant has to do now is to execute the final deed of sale in favor of the appellee.To follow the line of argument of the appellant would only result in an unconscionable injury to the appellee.Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith (Flavio Macasaet & Associates, Inc. vs. Commission on Audit, 173 SCRA 352).Going now to E.O. 407, We hold that the same can neither affect appellant's obligation under the deed of conditional sale.Under the said law, appellant is required to transfer to the Republic of thePhilippines'all lands foreclosed' effectiveJune 10, 1990.Under the facts obtaining, the subject property has ceased to belong to the mass of foreclosed property falling within the reach of said law.As earlier explained, the property has already been sold to herein appellees even before the said E.O. has been enacted.On this same reason, We therefore need not delve on the applicability of DBP Circular No. 11."[4]In the present petition for review oncertiorari, petitioner still insists on its position that Rep. Act 6657, E.O. 407 and DBP Circular No. 11 rendered its obligation to execute a Deed of Sale to private respondents "a legal impossibility."[5]Petitioner also questions the award of attorney's fees, nominal damages, and costs in favor of private respondents, as not in accord with law and the evidence.[6]We rule in favor of private respondents.In conditional obligations,the acquisition of rights, as well as the extinguishment or loss of those already acquired, shall depend upon the happening of the event which constitutes the condition.[7]The deed of conditional sale between petitioner and private respondents was executed on6 April 1984.Private respondents had religiously paid the agreed installments on the property until they completed payment on6 April 1990.Petitioner, in fact,allowedprivate respondents to fulfill the condition of effecting full payment, and invoked Section 6 of Rep. Act 6657 onlyafterprivate respondents, having fully paid the repurchase price, demanded the execution of a Deed of Sale in their favor.It will be noted that Rep. Act 6657 was enacted on10 June 1988.Following petitioner's argument in this case, its prestation to execute the deed of sale was rendered legally impossible by Section 6 of said law.In other words, the deed of conditional sale was extinguished by a supervening event, giving rise to an impossibility of performance.We reject petitioner's contention as we rule - as the trial court and CA have correctly ruled - that neither Sec. 6 of Rep. Act 6657 nor Sec. 1 of E.O. 407 was intended to impair the obligation of contract petitioner had much earlier concluded with private respondents.More specifically, petitioner cannot invoke the last paragraph of Sec. 6 of Rep. Act 6657 to set aside its obligations already existing prior to its enactment.In the first place, said last paragraph clearly deals with "anysale, lease, management contract or transfer or possession of private lands executed by theoriginal land owner."The original owner in this case is not the petitioner but the private respondents.Petitioner acquired the land through foreclosure proceedings but agreed thereafter to reconvey it to private respondents, albeit conditionally.As earlier stated, Sec. 6 of Rep. Act 6657 in its entirety deals with retention limits allowed by law to small landowners.Since the property here involved is more or less ten (10) hectares, it is then within the jurisdiction of the Department of Agrarian Reform (DAR) to determine whether or not the property can be subjected to agrarian reform.But this necessitates an entirely different proceeding.The CARL (Rep. Act 6657) was not intended to take away property without due process of law.Nor is it intended to impair the obligation of contracts.In the same manner must E.O. 407 be regarded.It was enacted two (2) months after private respondents had legally fulfilled the condition in the contract of conditional sale by the payment of all installments on their due dates.These laws cannot have retroactive effect unless there is an express provision in them to that effect.[8]As to petitioner's contention, however, that the CA erred in affirming the trial court's decision awarding nominal damages, and attorney's fees to private respondents, we rule in favor of petitioner.It appears that the core issue in this case, being a pure question of law, did not reach the trial stage as the case was submitted for decision after pre-trial.The award of attorney's fees under Article 2208 of the Civil Code is more of an exception to the general rule that it is not sound policy to place a penalty on the right to litigate.While judicial discretion in the award of attorney's fees is not entirely left out, the same, as a rule, must have a factual, legal or equitable justification.The matter cannot and should not be left to speculation and conjecture.[9]As aptly stated in theMirasolcase:"x x x The matter of attorney's fees cannot be touched once and only in the dispositive portion of the decision.The text itself must expressly state the reason why attorney's fees are being awarded.The court, after reading through the text of the appealed decision, finds the same bereft of any findings of fact and law to justify the award of attorney's fees.The matter of such fees was touched but once and appears only in the dispositive portion of the decision.Simply put, the text of the decision did not state the reason why attorney's fees are being awarded, and for this reason, the Court finds it necessary to disallow the same for being conjectural."[10]While DBP committed egregious error in interpreting Sec. 6 of RA 6657, the same is not equivalent to gross and evident bad faith when it refused to execute the deed of sale in favor of private respondents.For the same reasons stated above, the award of nominal damages in the amount ofP10,000.00 should also be deleted.The amount ofP3,000.00 as litigation expenses and costs against petitioner must remain.WHEREFORE, premises considered, the petition is hereby DENIED, and the decision of the CA is hereby AFFIRMED, for lack of any reversible error, with the MODIFICATION that attorney's fees and nominal damages awarded to private respondents are hereby DELETED.SO ORDERED.

G.R. No. 112127 July 17, 1995CENTRAL PHILIPPINE UNIVERSITY,petitioner,vs.COURT OF APPEALS, REMEDIOS FRANCO, FRANCISCO N. LOPEZ, CECILIA P. VDA. DE LOPEZ, REDAN LOPEZ AND REMARENE LOPEZ,respondents.BELLOSILLO,J.:CENTRAL PHILIPPINE UNIVERSITY filed this petition for review oncertiorariof the decision of the Court of Appeals which reversed that of the Regional Trial Court of Iloilo City directing petitioner to reconvey to private respondents the property donated to it by their predecessor-in-interest.Sometime in 1939, the late Don Ramon Lopez, Sr., who was then a member of the Board of Trustees of the Central Philippine College (now Central Philippine University [CPU]), executed a deed of donation in favor of the latter of a parcel of land identified as Lot No. 3174-B-1 of the subdivision plan Psd-1144, then a portion of Lot No. 3174-B, for which Transfer Certificate of Title No. T-3910-A was issued in the name of the donee CPU with the following annotations copied from the deed of donation 1. The land described shall be utilized by the CPU exclusively for the establishment and use of a medical college with all its buildings as part of the curriculum;2. The said college shall not sell, transfer or convey to any third party nor in any way encumber said land;3. The said land shall be called "RAMON LOPEZ CAMPUS", and the said college shall be under obligation to erect a cornerstone bearing that name. Any net income from the land or any of its parks shall be put in a fund to be known as the "RAMON LOPEZ CAMPUS FUND" to be used for improvements of said campus and erection of a building thereon.1On 31 May 1989, private respondents, who are the heirs of Don Ramon Lopez, Sr., filed an action for annulment of donation, reconveyance and damages against CPU alleging that since 1939 up to the time the action was filed the latter had not complied with the conditions of the donation. Private respondents also argued that petitioner had in fact negotiated with the National Housing Authority (NHA) to exchange the donated property with another land owned by the latter.In its answer petitioner alleged that the right of private respondents to file the action had prescribed; that it did not violate any of the conditions in the deed of donation because it never used the donated property for any other purpose than that for which it was intended; and, that it did not sell, transfer or convey it to any third party.On 31 May 1991, the trial court held that petitioner failed to comply with the conditions of the donation and declared it null and void. The courta quofurther directed petitioner to execute a deed of the reconveyance of the property in favor of the heirs of the donor, namely, private respondents herein.Petitioner appealed to the Court of Appeals which on 18 June 1993 ruled that the annotations at the back of petitioner's certificate of title were resolutory conditions breach of which should terminate the rights of the donee thus making the donation revocable.The appellate court also found that while the first condition mandated petitioner to utilize the donated property for the establishment of a medical school, the donor did not fix a period within which the condition must be fulfilled, hence, until a period was fixed for the fulfillment of the condition, petitioner could not be considered as having failed to comply with its part of the bargain. Thus, the appellate court rendered its decision reversing the appealed decision and remanding the case to the court of origin for the determination of the time within which petitioner should comply with the first condition annotated in the certificate of title.Petitioner now alleges that the Court of Appeals erred: (a) in holding that the quoted annotations in the certificate of title of petitioner are onerous obligations and resolutory conditions of the donation which must be fulfilled non-compliance of which would render the donation revocable; (b) in holding that the issue of prescription does not deserve "disquisition;" and, (c) in remanding the case to the trial court for the fixing of the period within which petitioner would establish a medical college.2We find it difficult to sustain the petition. A clear perusal of the conditions set forth in the deed of donation executed by Don Ramon Lopez, Sr., gives us no alternative but to conclude that his donation was onerous, one executed for a valuable consideration which is considered the equivalent of the donation itself, e.g., when a donation imposes a burden equivalent to the value of the donation. A gift of land to the City of Manila requiring the latter to erect schools, construct a children's playground and open streets on the land was considered an onerous donation.3Similarly, where Don Ramon Lopez donated the subject parcel of land to petitioner but imposed an obligation upon the latter to establish a medical college thereon, the donation must be for an onerous consideration.Under Art. 1181 of the Civil Code, on conditional obligations, the acquisition of rights, as well as the extinguishment or loss of those already acquired, shall depend upon the happening of the event which constitutes the condition. Thus, when a person donates land to another on the condition that the latter would build upon the land a school, the condition imposed was not a condition precedent or a suspensive condition but a resolutory one.4It is not correct to say that the schoolhouse had to be constructed before the donation became effective, that is, before the donee could become the owner of the land, otherwise, it would be invading the property rights of the donor. The donation had to be valid before the fulfillment of the condition.5If there was no fulfillment or compliance with the condition, such as what obtains in the instant case, the donation may now be revoked and all rights which the donee may have acquired under it shall be deemed lost and extinguished.The claim of petitioner that prescription bars the instant action of private respondents is unavailing.The condition imposed by the donor,i.e., the building of a medical school upon the land donated, depended upon the exclusive will of the donee as to when this condition shall be fulfilled. When petitioner accepted the donation, it bound itself to comply with the condition thereof. Since the time within which the condition should be fulfilled depended upon the exclusive will of the petitioner, it has been held that its absolute acceptance and the acknowledgment of its obligation provided in the deed of donation were sufficient to prevent the statute of limitations from barring the action of private respondents upon the original contract which was the deed of donation.6Moreover, the time from which the cause of action accrued for the revocation of the donation and recovery of the property donated cannot be specifically determined in the instant case. A cause of action arises when that which should have been done is not done, or that which should not have been done is done.7In cases where there is no special provision for such computation, recourse must be had to the rule that the period must be counted from the day on which the corresponding action could have been instituted. It is the legal possibility of bringing the action which determines the starting point for the computation of the period. In this case, the starting point begins with the expiration of a reasonable period and opportunity for petitioner to fulfill what has been charged upon it by the donor.The period of time for the establishment of a medical college and the necessary buildings and improvements on the property cannot be quantified in a specific number of years because of the presence of several factors and circumstances involved in the erection of an educational institution, such as government laws and regulations pertaining to education, building requirements and property restrictions which are beyond the control of the donee.Thus, when the obligation does not fix a period but from its nature and circumstances it can be inferred that a period was intended, the general rule provided in Art. 1197 of the Civil Code applies, which provides that the courts may fix the duration thereof because the fulfillment of the obligation itself cannot be demanded until after the court has fixed the period for compliance therewith and such period has arrived.8This general rule however cannot be applied considering the different set of circumstances existing in the instant case. More than a reasonable period of fifty (50) years has already been allowed petitioner to avail of the opportunity to comply with the condition even if it be burdensome, to make the donation in its favor forever valid. But, unfortunately, it failed to do so. Hence, there is no more need to fix the duration of a term of the obligation when such procedure would be a mere technicality and formality and would serve no purpose than to delay or lead to an unnecessary and expensive multiplication of suits.9Moreover, under Art. 1191 of the Civil Code, when one of the obligors cannot comply with what is incumbent upon him, the obligee may seek rescission and the court shall decree the same unless there is just cause authorizing the fixing of a period. In the absence of any just cause for the court to determine the period of the compliance, there is no more obstacle for the court to decree the rescission claimed.Finally, since the questioned deed of donation herein is basically a gratuitous one, doubts referring to incidental circumstances of a gratuitous contract should be resolved in favor of the least transmission of rights and interests.10Records are clear and facts are undisputed that since the execution of the deed of donation up to the time of filing of the instant action, petitioner has failed to comply with its obligation as donee. Petitioner has slept on its obligation for an unreasonable length of time. Hence, it is only just and equitable now to declare the subject donation already ineffective and, for all purposes, revoked so that petitioner as donee should now return the donated property to the heirs of the donor, private respondents herein, by means of reconveyance.WHEREFORE, the decision of the Regional Trial Court of Iloilo, Br. 34, of 31 May 1991 is REINSTATED and AFFIRMED, and the decision of the Court of Appeals of 18 June 1993 is accordingly MODIFIED. Consequently, petitioner is directed to reconvey to private respondents Lot No. 3174-B-1 of the subdivision plan Psd-1144 covered by Transfer Certificate of Title No. T-3910-A within thirty (30) days from the finality of this judgment.Costs against petitioner.SO ORDERED.

1186 CONSTRUCTIVE FULFILLMENTG.R. No. 96053 March 3, 1993JOSEFINA TAYAG, RICARDO GALICIA, TERESITA GALICIA, EVELYN GALICIA, JUAN GALICIA, JR. and RODRIGO GALICIA,petitioners,vs.COURT OF APPEALS and ALBRIGIDO LEYVA,respondents.Facundo T. Bautista for petitioners.Jesus T. Garcia for private respondent.MELO,J.:The deed of conveyance executed on May 28, 1975 by Juan Galicia, Sr., prior to his demise in 1979, and Celerina Labuguin, in favor of Albrigido Leyva involving the undivided one-half portion of a piece of land situated at Poblacion, Guimba, Nueva Ecija for the sum of P50,000.00 under the following terms:1. The sum of PESOS: THREE THOUSAND (P3,000.00) is HEREBY acknowledged to have been paid upon the execution of this agreement;2. The sum of PESOS: TEN THOUSAND (P10,000.00) shall be paid within ten (10) days from and after the execution of this agreement;3. The sum of PESOS: TEN THOUSAND (P10,000.00) represents the VENDORS' indebtedness with the Philippine Veterans Bank which is hereby assumed by the VENDEE; and4. The balance of PESOS: TWENTY SEVEN THOUSAND (P27,000.00.) shall be paid within one (1) year from and after the execution of this instrument. (p. 53,Rollo)is the subject matter of the present litigation between the heirs of Juan Galicia, Sr. who assert breach of the conditions as against private respondent's claim anchored on full payment and compliance with the stipulations thereof.The court of origin which tried the suit for specific performance filed by private respondent on account of the herein petitioners' reluctance to abide by the covenant, ruled in favor of the vendee (p. 64,Rollo) while respondent court practically agreed with the trial court except as to the amount to be paid to petitioners and the refund to private respondent are concerned (p. 46,Rollo).There is no dispute that the sum of P3,000.00 listed as first installment was received by Juan Galicia, Sr. According to petitioners, of the P10,000.00 to be paid within ten days from execution of the instrument, only P9,707.00 was tendered to, and received by, them on numerous occasions from May 29, 1975, up to November 3, 1979. Concerning private respondent's assumption of the vendors' obligation to the Philippine Veterans Bank, the vendee paid only the sum of P6,926.41 while the difference the indebtedness came from Celerina Labuguin (p. 73,Rollo). Moreover, petitioners asserted that not a single centavo of the P27,000.00 representing the remaining balance was paid to them. Because of the apprehension that the heirs of Juan Galicia, Sr. are disavowing the contract inked by their predecessor, private respondent filed the complaint for specific performance.In addressing the issue of whether the conditions of the instrument were performed by herein private respondent as vendee, the Honorable Godofredo Rilloraza, Presiding Judge of Branch 31 of the Regional Trial Court, Third Judicial Region stationed at Guimba, Nueva Ecija, decided to uphold private respondent's theory on the basis of constructive fulfillment under Article 1186 and estoppel through acceptance of piecemeal payments in line with Article 1235 of the Civil Code.Anent the P10,000.00 specified as second installment, the lower court counted against the vendors the candid statement of Josefina Tayag who sat on the witness stand and made the admission that the check issued as payment thereof was nonetheless paid on a staggered basis when the check was dishonored (TSN, September 1, 1983, pp. 3-4; p. 3, Decision; p. 66,Rollo). Regarding the third condition, the trial court noted that plaintiff below paid more than P6,000.00 to the Philippine Veterans Bank butCelerina Labuguin, the sister and co-vendor of Juan Galicia, Sr. paid P3,778.77 which circumstance was construed to be a ploy under Article 1186 of the Civil Code that "prematurely prevented plaintiff from paying the installment fully" and "for the purpose of withdrawing the title to the lot". The acceptance by petitioners of the various payments even beyond the periods agreed upon, was perceived by the lower court as tantamount to faithful performance of the obligation pursuant to Article 1235 of the Civil Code. Furthermore, the trial court noted that private respondent consigned P18,520.00, an amount sufficient to offset the remaining balance, leaving the sum of P1,315.00 to be credited to private respondent.On September 12, 1984, judgment was rendered:1. Ordering the defendants heirs of Juan Galicia, to execute the Deed of Sale of their undivided ONE HALF (1/2) portion of Lot No. 1130, Guimba Cadastre, covered by TCT No. NT-120563, in favor of plaintiff Albrigido Leyva, with an equal frontage facing the national road upon finality of judgment; that, in their default, the Clerk of Court II, is hereby ordered to execute the deed of conveyance in line with the provisions of Section 10, Rule 39 of the Rules of Court;2. Ordering the defendants, heirs of Juan Galicia, jointly and severally to pay attorney's fees of P6,000.00 and the further sum of P3,000.00 for actual and compensatory damages;3. Ordering Celerina Labuguin and the other defendants herein to surrender to the Court the owner's duplicate of TCT No. NT-120563, province of Nueva Ecija, for the use of plaintiff in registering the portion, subject matter of the instant suit;4. Ordering the withdrawal of the amount of P18,520.00 now consigned with the Court, and the amount of P17,204.75 be delivered to the heirs of Juan Galicia as payment of the balance of the sale of the lot in question, the defendants herein after deducting the amount of attorney's fees and damages awarded to the plaintiff hereof and the delivery to the plaintiff of the further sum of P1,315.25 excess or over payment and, defendants to pay the cost of the suit. (p. 69,Rollo)and following the appeal interposed with respondent court, Justice Dayrit with whom Justices Purisima and Aldecoa, Jr. concurred, modified the fourth paragraph of the decretal portion to read:4. Ordering the withdrawal of the amount of P18,500.00 now consigned with the Court, and that the amount of P16,870.52 be delivered to the heirs of Juan Galicia, Sr. as payment to the unpaid balance of the sale, including the reimbursement of the amount paid to Philippine Veterans Bank, minus the amount of attorney's fees and damages awarded in favor of plaintiff. The excess of P1,649.48 will be returned to plaintiff. The costs against defendants. (p. 51,Rollo)As to how the foregoing directive was arrived at, the appellate court declared:With respect to the fourth condition stipulated in the contract, the period indicated therein is deemed modified by the parties when the heirs of Juan Galicia, Sr. accepted payments without objection up to November 3, 1979. On the basis of receipts presented by appellee commencing from August 8, 1975 up to November 3, 1979, a total amount of P13,908.25 has been paid, thereby leaving a balance of P13,091.75. Said unpaid balance plus the amount reimbursable to appellant in the amount of P3,778.77 will leave an unpaid total of P16,870.52. Since appellee consigned in court the sum of P18,500.00, he is entitled to get the excess of P1,629.48. Thus, when the heirs of Juan Galicia, Sr. (obligees) accepted the performance, knowing its incompleteness or irregularity and without expressing any protest or objection, the obligation is deemed fully complied with (Article 1235, Civil Code). (p. 50,Rollo)Petitioners are of the impression that the decision appealed from, which agreed with the conclusions of the trial court, is vulnerable to attackviathe recourse before Us on the principal supposition that the full consideration of the agreement to sell was not paid by private respondent and, therefore, the contract must be rescinded.The suggestion of petitioners that the covenant must be cancelled in the light of private respondent's so-called breach seems to overlook petitioners' demeanor who, instead of immediately filing the case precisely to rescind the instrument because of non-compliance, allowed private respondent to effect numerous payments posterior to the grace periods provided in the contract. This apathy of petitioners who even permitted private respondent to take the initiative in filing the suit for specific performance against them, is akin to waiver or abandonment of the right to rescind normally conferred by Article 1191 of the Civil Code. As aptly observed by Justice Gutierrez, Jr. inAngeles vs. Calasanz(135 SCRA 323 [1985]; 4Paras, Civil Code of the Philippines Annotated, Twelfth Ed. [1989], p. 203:. . . We agree with the plaintiffs-appellees that when the defendants-appellants, instead of availing of their alleged right to rescind, have accepted and received delayed payments of installments, though the plaintiffs-appellees have been in arrears beyond the grace period mentioned in paragraph 6 of the contract, the defendants-appellants have waived, and are now estopped from exercising their alleged right of rescission . . .InDevelopment Bank of the Philippines vs. Sarandi(5 CAR (25) 811; 817-818; cited in 4Padilla, Civil Code Annotated, Seventh Ed. [1987], pp. 212-213) a similar opinion was expressed to the effect that:In a perfected contract of sale of land under an agreed schedule of payments, while the parties may mutually oblige each other to compel the specific performance of the monthly amortization plan, and upon failure of the buyer to make the payment, the seller has the right to ask for a rescission of the contract under Art. 1191 of the Civil Code, this shall be deemed waived by acceptance of posterior payments.Both the trial and appellate courts were, therefore, correct in sustaining the claim of private respondent anchored on estoppel or waiver by acceptance of delayed payments under Article 1235 of the Civil Code in that:When the obligee accepts the performance, knowing its incompleteness or irregularity, and without expressing any protest or objection, the obligation is deemed fully complied with.considering that the heirs of Juan Galicia, Sr. accommodated private respondent by accepting the latter's delayed payments not only beyond the grace periods but also during the pendency of the case for specific performance (p. 27, Memorandum for petitioners; p. 166,Rollo). Indeed, the right to rescind is not absolute and will not be granted where there has been substantial compliance by partial payments (4Caguioa, Comments and Cases on Civil Law, First Ed. [1968] p. 132). By and large, petitioners' actuation is susceptible of but one construction that they are now estopped from reneging from their commitment on account of acceptance of benefits arising from overdue accounts of private respondent.Now, as to the issue of whether payments had in fact been made, there is no doubt that the second installment was actually paid to the heirs of Juan Galicia, Sr. due to Josefina Tayag's admissionin judiciothat the sum of P10,000.00 was fully liquidated. It is thus erroneous for petitioners to suppose that "the evidence in the records do not support this conclusion" (p. 18, Memorandum for Petitioners; p. 157,Rollo). Acontrario, when the court of origin, as well as the appellate court, emphasized the frank representation along this line of Josefina Tayag before the trial court (TSN, September l, 1983, pp. 3-4; p. 5, Decision in CA-G.R. CV No. 13339, p. 50,Rollo; p. 3, Decision in Civil Case No. 681-G, p. 66,Rollo), petitioners chose to remain completely mute even at this stage despite the opportunity accorded to them, for clarification. Consequently, the prejudicial aftermath of Josefina Tayag's spontaneous reaction may no longer be obliterated on the basis of estoppel (Article 1431, Civil Code;Section 4, Rule 129; Section 2(a), Rule 131, Revised Rules on Evidence).Insofar as the third item of the contract is concerned, it may be recalled that respondent court applied Article 1186 of the Civil Code on constructive fulfillment which petitioners claim should not have been appreciated because they are the obligees while theprovisoin point speaks of the obligor. But, petitioners must concede that in a reciprocal obligation like a contract of purchase, (Ang vs. Court of Appeals, 170 SCRA 286 [1989]; 4Paras, supra, at p. 201), both parties are mutually obligors and also obligees (4Padilla, supra,at p. 197), andanyof the contracting parties may, upon non-fulfillment by the other privy of his part of the prestation, rescind the contract or seek fulfillment (Article 1191, Civil Code). In short, it is puerile for petitioners to say that they are the only obligees under the contract since they are also bound as obligors to respect the stipulation in permitting private respondent to assume the loan with the Philippine Veterans Bank which petitioners impeded when they paid the balance of said loan. As vendors, they are supposed to execute the final deed of sale upon full payment of the balance as determined hereafter.Lastly, petitioners argue that there was no valid tender of payment nor consignation of the sum of P18,520.00 which they acknowledge to have been deposited in court on January 22, 1981 five years after the amount of P27,000.00 had to be paid (p. 23, Memorandum for Petitioners; p. 162,Rollo). Again this suggestion ignores the fact that consignation alone produced the effect of payment in the case at bar because it was established below that two or more heirs of Juan Galicia, Sr. claimed the same right to collect (Article 1256, (4), Civil Code; pp. 4-5, Decision in Civil Case No. 681-G; pp. 67-68,Rollo). Moreover, petitioners did not bother to refute the evidence on hand that, aside from the P18,520.00 (not P18,500.00 as computed by respondent court) which was consigned, private respondent also paid the sum of P13,908.25 (Exhibits "F" to "CC"; p. 50,Rollo). These two figures representing private respondent's payment of the fourth condition amount to P32,428.25, less the P3,778.77 paid by petitioners to the bank, will lead us to the sum of P28,649.48 or a refund of P1,649.48 to private respondent as overpayment of the P27,000.00 balance.WHEREFORE, the petition is hereby DISMISSED and the decision appealed from is hereby AFFIRMED with the slight modification of Paragraph 4 of the dispositive thereof which is thus amended to read:4. ordering the withdrawal of the sum of P18,520.00 consigned with the Regional Trial Court, and that the amount of P16,870.52 be delivered by private respondent with legal rate of interest until fully paid to the heirs of Juan Galicia, Sr. as balance of the sale including reimbursement of the sum paid to the Philippine Veterans Bank, minus the attorney's fees and damages awarded in favor of private respondent. The excess of P1,649.48 shall be returned to private respondent also with legal interest until fully paid by petitioners. With costs against petitioners.SO ORDERED.