The sale was made on March 18, 1991, or after Au-gust 3, 1988, the effectivity of the Family Code. The proper law to apply is, therefore, Article 124 of the Family Code, for it is settled that any alienation or encumbrance of conjugal property made during the effectivity of the Family Code is governed by Article 124 of the Family Code.
According to Article 256 of the Family Code, the pro-visions of the Family Code may apply retroactively provided no vested rights are impaired. In Tumlos v. Fernandez, 330 SCRA 718 (2000), the Court rejected the petitioner’s argument that the Family Code did not apply because the acquisition of the contested property had occurred prior to the effectivity of the Family Code, and pointed out that Article 256 pro-vided that the Family Code could apply retroactively if the application would not prejudice vested or ac-quired rights existing before the effectivity of the Family Code. Herein, however, the petitioners did not show any vested right in the property acquired prior to August 3, 1988 that exempted their situation from the retroactive application of the Family Code.
In January 1991, real estate broker Marta K.Atanacio offered 2 lots located in Parañaque to the petitioners. On February 2, 1991, the petitioners met up with Elena Parulan at the site of the property and showed them the following documents: (a.) Owner’s original copy of the TCT of the 2 lots; (b.) tax declarations; (c.) a copy of the special power of attorney dated January 7, 1991 executed by Dionisio authorizing Elena to sell the property. The petitioners paid P200,000.00 as earnest money for which Elena executed a handwritten Receipt of Earnest Money which stipulated that the peitioners would pay an additional payment of P130, 000.00 on February 4, 1991; P650,000.00 on or before February 15, 1991 and P700, 000.00 on March 31, 1991 once Elena turned over the property.
On February 4, 1991, the petitioners, accompanied by the broker, went to the Office of the Register of Deeds to verify the TCTs shown by Elena. There they discovered that one of the lots had been encumbered to Banco Filipino, but that the encumbrance had been cancelled due to the full payment of the obligation. They noticed that the loan was effected through and SPA executed by Dionisio in favor of Elena. The other lot on the other hand had an annotation of an existing mortgage in favor of Los Baños Rural Bank, with the same SPA with a court order authorizing Elena to mortgage the lot to secure the loan.
The petitioners and the broker next inquired about the mortgage and the court order at the Los Baños Rural Bank. There, they met with Atty. Zarate, related that the bank had asked for the court order because the lot involved was conjugal property.
Following their verification, the petitioners delivered P130,000.00 as additional down payment on February 4, 1991; and P650,000.00 to the Los Baños Rural Bank on February 12, 1991, which then released the owner’s duplicate copy of TCT to them.
On March 18, 1991, the petitioners delivered the final amount of P700,000.00 to Elena, who executed a deed of absolute sale in their favor. However, Elena did not turn over the owner’s duplicate copy of the TCT claiming that said copy was in the possession of a relative who was then in Hongkong. She assured them that the owner’s duplicate copy of TCT would be turned over after a week.
On March 19, 1991, TCT was cancelled and a new one was issued in the name of the petitioners. Elena did not turn over the duplicate owner’s copy of TCT as promised. In due time, the petitioners learned that the duplicate owner’s copy of TCT had been all along in the custody of Atty. Jeremy Z. Parulan, who appeared to hold an SPA executed by his brother Dionisio authorizing him to sell both lots. At Atanacio’s instance, the petitioners met on March 25, 1991 with Atty. Parulan at the Manila Peninsula. They were accompanied by one Atty. Olandesca. They recalled that Atty. Parulan “smugly demanded P800,000.00” in exchange for the duplicate owner’s copy of TCT, because Atty. Parulan represented the current value of the property to be P1.5 million. As a counter-offer, however, they tendered P250,000.00, which Atty. Parulan declined, giving them only until April 5, 1991 to decide. Hearing nothing more from the petitioners, Atty. Parulan decided to call them on April 5, 1991, but they informed him that they had already fully paid to Elena.
Thus, on April 15, 1991, Dionisio, through Atty. Parulan, commenced an action (Civil Case No. 91-1005 entitled Dionisio Z. Parulan, Jr., represented by Jeremy Z. Parulan, as attorney in fact, v. Ma. Elena Parulan, Sps. Rex and Coney Aggabao), praying for the declaration of the nullity of the deed of absolute sale executed by Ma. Elena, and the cancellation of the title issued to the petitioners by virtue thereof. In turn, the petitioners filed on July 12, 1991 their own action for specific performance with damages against the respondents. Both cases were consolidated for trial and judgment in the RTC.
On July 26, 2000, the Regional Trial Court (RTC), Branch 136, in Makati City annulled the deed of absolute sale executed in favor of the petitioners covering two parcels of registered land the respondents owned for want of the written consent of respondent husband Dionisio Parulan, Jr. The CA affirmed the RTC decision.
Which between Article 173 of the Civil Code and Article 124 of the Family Code should apply to the sale of the conjugal property executed without the consent of Dionisio?
Article 124, Family Code, applies to sale of conjugal properties made after the effectivity of the Family Code
The petitioners submit that Article 173 of the CivilCode, not Article 124 of the Family Code, governed the property relations of the respondents because they had been married prior to the effectivity of the Family Code; and that the second paragraph of Article 124 of the Family Code should not apply because the other spouse held the administration over the conjugal property. They argue that notwithstanding his absence from the country Dionisio still held the administration of the conjugal property by virtue of his execution of the SPA in favor of his brother; and that even assuming that Article 124 of the Family Code properly applied, Dionisio ratified the sale through Atty. Parulan’s counter-offer during the March 25, 1991 meeting.
To start with, Article 25427 the Family Code has expressly repealed several titles under the Civil Code, among them the entire Title VI in which the provisions on the property relations between husband and wife, Article 173 included, are found.
Secondly, the sale was made on March 18, 1991, or after August 3, 1988, the effectivity of the Family Code. The proper law to apply is, therefore, Article 124 of the Family Code, for it is settled that any alienation or encumbrance of conjugal property made during the effectivity of the Family Code is governed by Article 124 of the Family Code.
Article 124 of the Family Code provides:
“Article 124. The administration and enjoyment of the conjugal partnership property shall belong to both spouses jointly. In case of disagreement, the husband’s decision shall prevail, subject to recourse to the court by the wife for proper remedy, which must be availed of within five years from the date of the contract implementing such decision.
In the event that one spouse is incapacitated or otherwise unable to participate in the administration of the conjugal properties, the other spouse may assume sole powers of administration. These powers do not include disposition or encumbrance without authority of the court or the written consent of the other spouse. In the absence of such authority or consent, the disposition or encumbrance shall be void. However, the transaction shall be construed as a continuing offer on the part of the consenting spouse and the third person, and may be perfected as a binding contract upon the acceptance by the other spouse or authorization by the court before the offer is withdrawn by either or both offerors.”
Thirdly, according to Article 256 of the Family Code, the provisions of the Family Code may apply retroactively provided no vested rights are impaired. In Tumlos v. Fernandez, the Court rejected the petitioner’s argument that the Family Code did not apply because the acquisition of the contested property had occurred prior to the effectivity of the Family Code, and pointed out that Article 256 provided that the Family Code could apply retroactively if the application would not prejudice vested or acquired rights existing before the effectivity of the Family Code. Herein, however, the petitioners did not show any vested right in the property acquired prior to August 3, 1988 that exempted their situation from the retroactive application of the Family Code.
Fourthly, the petitioners failed to substantiate their contention that Dionisio, while holding the administration over the property, had delegated to his brother, Atty. Parulan, the administration of the property, considering that they did not present in court the SPA granting to Atty. Parulan the authority for the administration.
Nonetheless, we stress that the power of administration does not include acts of disposition or encumbrance, which are acts of strict ownership. As such, an authority to dispose cannot proceed from an authority to administer, and vice versa, for the two powers may only be exercised by an agent by following the provisions on agency of the Civil Code (from Article 1876 to Article 1878). Specifically, the apparent authority of Atty. Parulan, being a special agency, was limited to the sale of the property in question, and did not include or extend to the power to administer the property.
Lastly, the petitioners’ insistence that Atty. Parulan’s making of a counter-offer during the March 25, 1991 meeting ratified the sale merits no consideration. Under Article 124 of the Family Code, the transaction executed sans the written consent of Dionisio or the proper court order was void; hence, ratification did not occur, for a void contract could not be ratified. On the other hand, we agree with Dionisio that the void sale was a continuing offer from the petitioners and Ma. Elena that Dionisio had the option of accepting or rejecting before the offer was withdrawn by either or both Ma. Elena and the petitioners. The last sentence of the second paragraph of Article 124 of the Family Code makes this clear, stating that in the absence of the other spouse’s consent, the transaction should be construed as a continuing offer on the part of the consenting spouse and the third person, and may be perfected as a binding contract upon the acceptance by the other spouse or upon authorization by the court before the offer is withdrawn by either or both offerors.