Primary Structures Corp. vs. Sps. Valencia

The written notice required by Article 1623 of the Civil Code for the exercise of the right of legal redemption by an adjoining owner must be given directly by the vendor to the redemptioner; a recital in the deed of sale that the vendor has complied with the notice requirement is not binding on a redemptioner who is not a party to the deed and does not commence the thirty-day redemption period.

Primary Structures Corporation (petitioner) was the registered owner of Lot 4523 in Liloan, Cebu. Adjacent Lots 4527, 4528, and 4529 — with a combined area of 3,751 square meters — were owned by Hermogenes Mendoza. In December 1994, Mendoza sold those three lots to respondent spouses Anthony and Susan Valencia. Petitioner learned of the sale only in January 1996, when Mendoza sold it a different adjacent lot (Lot 4820). Petitioner promptly notified respondents of its intention to redeem the three lots and later tendered payment. Respondents refused to reconvey the property. Invoking Articles 1621 and 1623, petitioner filed suit for legal redemption, asserting that no written notice of the sale had been given to it. The trial court dismissed the complaint, and the Court of Appeals affirmed, treating a statement in the deed of sale as sufficient written notice. Petitioner then sought review by the Supreme Court.

• The Properties and the Sale: Petitioner, a private corporation based in Cebu City, was the registered owner of Lot 4523 in Liloan, Cebu, with an area of 22,214 square meters. Adjacent to this lot were three parcels — Lot 4527, Lot 4528, and Lot 4529 — totaling 3,751 square meters, owned by Hermogenes Mendoza. Sometime in December 1994, Mendoza sold the three lots to respondent spouses Anthony and Susan Valencia.
• Discovery and Attempt to Redeem: Petitioner learned of the sale only in January 1996, when Mendoza sold to petitioner Lot 4820, another adjacent parcel. On 30 January 1996, petitioner sent a letter to respondents signifying its intention to redeem the three lots. On 30 May 1996, petitioner sent another letter tendering payment of the price respondents had paid for the lots. Respondents replied that they had no intention of selling the parcels.
• The Deed of Sale: The deed of sale between Mendoza and respondents contained a statement that the vendors had complied with the provisions of Article 1623 of the Civil Code. Petitioner was not a party to the deed and had no participation in its preparation. Neither Mendoza nor respondents gave petitioner a separate written notice of the sale.
• Trial Court and Court of Appeals Findings: The trial court found that the lots were rural lands — a finding respondents did not contest before the appellate court. The trial court also noted that no evidence was presented to show that respondents did not own any other rural land (the exclusion under Article 1621). Despite these findings, the complaint was dismissed on the ground that the recital in the deed of sale amounted to sufficient written notice under Article 1623. The Court of Appeals affirmed, equating the recital with the required notice to petitioner.

• Notice Requirement: Petitioner argued that the written notice under Article 1623 is mandatory and had not been given by the vendor or respondents directly to petitioner; the statement in the deed of sale could not serve as notice because petitioner was not a party to that instrument. Hence, the 30-day redemption period had not commenced, and the redemption was timely.
• Right of Redemption: Petitioner maintained that the lots were rural, the area did not exceed one hectare, and the exclusionary clause (that the grantee does not own any rural land) was not established, so the right to redeem under Article 1621 existed.

• Sufficiency of Written Notice: Respondents countered that the deed of sale’s recital that the vendor had complied with Article 1623 constituted the required written notice to all possible redemptioners, including petitioner, and that therefore the 30-day period had lapsed, barring redemption.

• Existence of Right of Redemption: Whether the right of legal redemption under Article 1621 attached, considering the rural character of the lands and the absence of proof that respondents owned no other rural land.
• Compliance with Written Notice Requirement: Whether the statement in the deed of sale that the vendor had given written notice to all possible redemptioners satisfied the mandatory written notice under Article 1623 as against petitioner, a non-party to the deed, thereby starting the 30-day redemption period.

• Existence of Right of Redemption: The right of legal redemption under Article 1621 arose. The trial court’s finding that the lots were rural lands was not contested by respondents before the Court of Appeals and was thus binding. Regarding the exclusionary clause, there was no evidence that respondents did not own any rural land; thus, the statutory exception did not defeat the right of redemption.
• Compliance with Written Notice Requirement: The recital in the deed of sale did not constitute the written notice required by Article 1623. Petitioner was not a party to the deed and had no hand in its preparation; the statement could not be considered a binding equivalent of the mandatory notice prescribed by law. The 30-day period for redemption had not commenced. In Verdad v. Court of Appeals, it was held that written notice of sale is mandatory and that actual knowledge is not a substitute; the period runs only from a proper written notice. The narrow exception recognized in Alonzo v. Intermediate Appellate Court, where actual knowledge was deemed sufficient due to a delay of more than thirteen years, was inapplicable, as petitioner here acted promptly upon learning of the sale. The redemption was therefore timely.

• Mandatory Written Notice in Legal Redemption (Art. 1623) — The 30-day period for exercising the right of legal redemption runs only from the time a written notice is given by the vendor to the redemptioner. A statement in the deed of sale that the vendor has complied with the notice requirement does not bind a redemptioner who is not a party to the deed and cannot be considered the written notice required by law. Actual knowledge of the sale does not dispense with the need for written notice.
• Alonzo Exception — In Alonzo v. Intermediate Appellate Court, the Supreme Court recognized a narrow exception where actual knowledge might be deemed sufficient if the right of redemption is invoked after an exceptionally long delay (thirteen years) and the circumstances so warrant. That exception does not extend to cases where the redemptioner acts promptly upon learning of the sale.

• “It could not thus be considered a binding equivalent of the obligatory written notice prescribed by the Code.” — The Court’s direct rejection of the argument that the deed of sale’s recital satisfied Article 1623.
• “The written notice of sale is mandatory. This Court has long established the rule that notwithstanding actual knowledge of a co-owner, the latter is still entitled to a written notice from the selling co-owner in order to remove all uncertainties about the sale, its terms and conditions, as well as its efficacy and status.” — Quoted from Verdad v. Court of Appeals, reaffirming the strict notice requirement.
• “In Alonzo, the right of legal redemption was invoked several years, not just days or months, after the consummation of the contracts of sale. The complaint for legal redemption itself was there filed more than thirteen years after the sales were concluded.” — Distinguishing the prompt action in the present case from the extreme delay that justified the exception in Alonzo.

• Verdad v. Court of Appeals, 256 SCRA 593 — Followed. Established that written notice under Article 1623 is mandatory and that actual knowledge does not substitute; the 30-day period runs only from a proper written notice.
• Alonzo v. Intermediate Appellate Court, 150 SCRA 259 — Distinguished. Recognized a narrow exception where actual knowledge could be considered due to a thirteen-year delay, but held inapplicable to the prompt action in this case.
• Halili v. Court of Appeals, 287 SCRA 465 and Cortes v. Flores, 47 Phil. 992 — Cited for the principle that both the land to be redeemed and the adjoining land must be rural lands for the right of legal redemption to exist.

• Article 1621, Civil Code — Grants the right of legal redemption to owners of adjoining rural lands when a piece of rural land not exceeding one hectare is alienated, unless the grantee does not own any rural land. Applied: the right attached because the lots were rural and no proof was adduced that respondents owned no other rural land.
• Article 1623, Civil Code — Provides that the right of legal pre-emption or redemption shall be exercised within 30 days from written notice by the vendor, and mandates that the deed of sale shall not be recorded unless accompanied by an affidavit of the vendor that written notice has been given to all possible redemptioners. Applied: the required written notice was not validly given to petitioner; thus, the 30-day period never commenced.

Justices Consuelo Ynares-Santiago, Antonio T. Carpio, and Adolfo S. Azcuna concurred. Chief Justice Hilario G. Davide, Jr. (Chairman) was on leave.