Ownership Is Reserved In A Contract To Sell
In a contract to sell, ownership is retained by a seller and is not to be transferred to the vendee until full payment of the price. Such payment is a positive suspensive condition, the failure of which is not a breach of contract but simply an event that prevents the obligation from acquiring binding force. (Heirs of Pedro Escanlar vs. CA, 281 SCRA 176, G.R. No. 119777. October 23, 1997.)
In a contract of sale, the non-payment of the price is a resolutory condition which extinguishes the transaction that, for a time, existed and discharges the obligation created under the transaction. A seller cannot unilaterally and extrajudicially rescind a contract of sale unless there is an express stipulation authorizing it. In such case, the vendor may file an action for specific performance or judicial rescission. (Benito vs. Saguitan-Ruiz, 394 SCRA 250 (2002); Heirs of Jesus Mascuñana vs. CA, et al., G.R. No. 158646, June 23, 2005).