Seller breaches contract to sell

Dearest lawyers;

pls help me. I am a buyer of condo unit. The property agent of the seller / owner told me that the owner agreed to sell the condo unit for 2 million. I executed an SPA for my mom as im an OFW. We signed a CONTRACT TO SELL with the ff conditions:

1. Buyer pays 400 thousand down payment to be paid in 6 months;
2. Seller pays capital gains tax;
3. Buyer pays transfer and other expenses
and
an additional side agreement that the Buyer pays 6k+ to cover monthly amort of condo unit for 7 months (unit was rented and rental fees + topup of buyer will cover amortization). The total amount of 47k will be deducted from the loan amount. So the outstanding loan after full downpayment and side agreement is 1.552 Million.

I already settled my obligation with the seller as I completed my payment last month, March.

My mom and the owner/seller went to Pagibig Fund but the issue of capital gains emerged.

The Selller doesnt want to pay the capital gains and wants me the buyer shoulder it. According to owner his arragement with agent is NET meaning the buyer pays for the capitsl gains tax.

What will I do now? What case can i file against the owner as they are threatening me that they will return my payment of 400k in installment and we would share for agents fee of 100k he paid for the agent.

Pls help me dont know what to do.

Thanks
Robert

who on the seller side signed the contract to sell? why is it that only when you guys went to pag-ibig that the issue cropped up when it's in the contract?

if it was only the agent who signed it, then you will have to determine if he was duly authorized to sign it.

if you will want to force the owner to sell to you with the cap gains charged to him, you will have to file a case in court to compel him. This is called specific performance.

if the contract to sell was signed by the owner, i would say you have a good chance on winning the case. but you have to weigh this against the costs of having to pursue it.

one way some other persons minimize the cost of the capital gains tax is to make it appear that the zonal value of the property is the selling price. maybe you can agree with owner to share it and even the agent if he has some fault in this. I DON'T recommend this because it involves falsehood but it's a common practice.

Thank you very much sir for your reply. It is the owner, myself, my mom (spa), and the agent who signed the contract to sell. The side agreement was signed by me and the owner.

It is on the contract that the seller would be paying for the cap gains tax. When the owner and my mom went to pag ibig, the pag ibig representative told them that there should be an OFFER TO SELL. the owner kept insisting that the CONTRACT TO SELL was invalid already and that i cant sue him.

His stand remains that i shoulder the capital gains tax. We dont have any OFFER TO SELL agreement yet. The owner is saying that he has still the power with the unit and he is not afraid if i would sue him.

Please help me. If I knew beforehand that this would be the case i should have not fallen for this trap.

Thanks for all your help.

attyLLL wrote:who on the seller side signed the contract to sell? why is it that only when you guys went to pag-ibig that the issue cropped up when it's in the contract?


if it was only the agent who signed it, then you will have to determine if he was duly authorized to sign it.

if you will want to force the owner to sell to you with the cap gains charged to him, you will have to file a case in court to compel him. This is called specific performance.

if the contract to sell was signed by the owner, i would say you have a good chance on winning the case. but you have to weigh this against the costs of having to pursue it.

one way some other persons minimize the cost of the capital gains tax is to make it appear that the zonal value of the property is the selling price. maybe you can agree with owner to share it and even the agent if he has some fault in this. I DON'T recommend this because it involves falsehood but it's a common practice.

[b]

///It is on the contract that the seller would be paying for the cap gains tax. When the owner and my mom went to pag ibig, the pag ibig representative told them that there should be an OFFER TO SELL. the owner kept insisting that the CONTRACT TO SELL was invalid already and that i cant sue him. ///

One of the fundamental principles of the contract is the existence of the true intention of both parties complying the contract in good faith. In your case, it appears that you have complied your obligation in good faith. According to the law, if one party was mistaken and the other acted fraudulently or inequitably in such a way that the instrument does not show their true intention, the other party who complied in good faith to reform the instrument. Thus, you can ask for specific performance to compel him to pay the capital gains as per agreement. Lack of documents does not amount to an invalid contract as what he said once it has been perfected for after all both have fully acknowledged the said instrument.

///His stand remains that i shoulder the capital gains tax. We dont have any OFFER TO SELL agreement yet. The owner is saying that he has still the power with the unit and he is not afraid if i would sue him.///

You have personal right over the property but not real right for which the latter can be acquired if delivered unto you. But in so far as the agreement is concerned, it is a perfected contract upon which you can ask for specific performace after you have complied your obligation in good faith.

Please help me. If I knew beforehand that this would be the case i should have not fallen for this trap.

I suggest you hire a lawyer and file the case in the court.