1) The core rule: sale transfers ownership, but land sales have special “third-person” rules

Under Philippine law, a valid sale generally transfers ownership to the buyer upon delivery of the thing sold. For land, “delivery” is commonly shown by executing a public instrument (a notarized deed of absolute sale) and the seller’s acts that place the buyer in a position to exercise rights of ownership.

But with registered land, there is a critical overlay: registration and the Torrens system determine who is protected against third persons. This is why a seller might still be able to “successfully” resell on paper (at least temporarily), and why the law on double sale matters.

Bottom line: As between seller and first buyer, the seller has no right to sell the same land again. But between two buyers (and possibly the seller), who ultimately wins depends on whether the property is registered or unregistered, and on possession, registration, and good faith.

2) What counts as “reselling after a deed of sale”?

A “resale” after a deed of sale commonly happens in these patterns:

First buyer has a deed but does not register, and the seller sells again to another buyer who registers or takes possession.
First buyer paid partially (e.g., installment) and receives a deed, but the seller later sells to someone else.
Seller signs multiple deeds (sometimes even the same day) to different buyers.
Seller sells despite a prior sale, claiming the first deal was void, conditional, or “just a loan/mortgage.”

Legally, once the seller has sold the land and ownership has passed to the first buyer (and especially once the first buyer’s rights are perfected), the seller no longer has ownership to transfer. A later deed is typically a breach and may be a basis for civil and criminal liability. Still, the law provides special rules for double sales, and sometimes the later buyer is protected if they meet strict requirements.

3) Double sale in the Civil Code: Article 1544 (the “double sale rule”)

Philippine Civil Code Article 1544 addresses the situation where the same immovable property is sold to different buyers by the same seller.

A. For immovable property (land), the priority order is:

Whoever first registers the sale in good faith;
If none registers, whoever first takes possession in good faith;
If none registers and none possesses, whoever has the oldest title in good faith (usually the earlier deed/date).

Two concepts are essential:

Priority act (registration; if not, possession; if not, older title), and
Good faith (especially for the buyer who registers or possesses first).

B. What “good faith” means in double sale cases

In this context, good faith generally means the buyer:

Had no knowledge of any prior sale, claim, or adverse right at the time of purchase, and
Remained without such knowledge at the time of the priority act (especially registration for land).

If the later buyer knew of the earlier sale (or had facts that should have prompted reasonable inquiry), they are typically in bad faith and cannot defeat the prior buyer.

Important practical point: Any annotation, adverse claim, lis pendens, existing possession by someone else, or obvious “red flags” can defeat a later buyer’s claim of good faith.

4) Registered land vs. unregistered land: why it changes the analysis

A. Registered land (Torrens title)

If the property is titled under the Torrens system:

Registration is the key act that gives notice to the world and generally determines priority among buyers.
A later buyer who registers first and is in good faith is typically protected.

However:

Good faith is strictly scrutinized.
If the first buyer was already in open, notorious possession, or there was an annotation or other clear notice, the later buyer may be deemed in bad faith.

Practical implication: For titled land, the first buyer should register promptly to protect against later buyers.

B. Unregistered land

For unregistered land, there is no Torrens title system to rely on in the same way. Article 1544 still applies, but the relevant acts become:

Possession in good faith as a strong determinant,
And the older title if there is no registration and no decisive possession.

Practical implication: For untitled land, actual possession (and proof of it) can be pivotal.

5) Is a notarized deed enough to “win”?

A notarized deed is strong evidence and gives the document public character, but:

It does not automatically protect the buyer against third persons in the same way that registration does for titled land.
Between two buyers in a double sale of immovable property, the earlier notarized deed can still lose if the later buyer registers first in good faith (for registered land), or possesses first in good faith (if registration isn’t decisive).

So: notarization is important, but registration and good faith are often decisive against third parties.

6) What if the first sale is “conditional” or on installment?

Many disputes revolve around whether the first transaction was truly a sale, or something else.

A. Contract to Sell vs. Contract of Sale

In a Contract of Sale, ownership may transfer upon delivery, even if price is unpaid, subject to remedies.
In a Contract to Sell, the seller reserves ownership until the buyer fulfills a condition (usually full payment). Until then, the seller may claim they still own the property.

If the first agreement is truly a contract to sell (with a valid reservation of title), the seller may have stronger arguments that ownership never transferred to the first buyer—though reselling can still be wrongful if it violates the contract or is done to defeat the first buyer’s rights.

B. Maceda Law considerations (for subdivision/condominium installment sales)

For certain installment purchases of residential real estate, the Maceda Law (Realty Installment Buyer Protection Act) provides statutory protections like grace periods and refund rights, and it affects cancellation/forfeiture rules. It can shape remedies and determine whether the seller validly cancelled before reselling.

7) What if the first deed is unregistered but the buyer is in possession?

Possession can be powerful.

If the first buyer is in actual, visible possession, a later buyer who proceeds without investigating may have difficulty claiming good faith.
Under Article 1544 (when registration does not resolve the issue), possession in good faith can decide priority.

In practice, courts often treat possession as notice that should prompt inquiry.

8) What if the seller sells to a second buyer, and the second buyer gets a new title?

This is a frequent scenario for titled land:

First buyer has an unregistered deed.
Second buyer buys later, registers, and obtains a transfer certificate of title (TCT) in their name.

If the second buyer is truly in good faith and complied with registration requirements, they may be protected—often leaving the first buyer with personal remedies against the seller (and possibly against the second buyer if bad faith is proven).

If the second buyer is in bad faith, the first buyer can pursue actions to reconvey the property and/or cancel the later title, subject to procedural and evidentiary requirements.

9) Civil remedies for the first buyer (and sometimes for the second buyer)

Depending on facts (registered/unregistered, possession, good faith, nature of contracts), available civil remedies include:

A. Action for Specific Performance

To compel execution of registrable documents, delivery, or compliance with obligations (more common when the dispute is still mainly against the seller).

B. Action for Reconveyance / Cancellation of Title

If the property ended up titled in another’s name and the first buyer claims a better right (often requires proof of bad faith or fraud, and careful attention to prescriptive periods and procedural rules).

C. Annulment / Declaration of Nullity of Deed

To attack the second deed where defects exist (fraud, simulation, lack of consent/authority).

D. Damages

Actual damages (payments made, expenses),
Moral and exemplary damages (where fraud or bad faith is shown),
Attorney’s fees (when justified).

E. Injunctive relief and annotations

Adverse claim, lis pendens, or other annotations (where applicable) can help preserve rights during litigation and put third persons on notice.

10) Criminal exposure: estafa and related liabilities

A seller who sells property to one buyer and sells again to another can face criminal liability, commonly framed as estafa depending on circumstances—particularly where there is deceit and damage, and the seller represents ownership or authority to sell despite an earlier transfer.

Criminal cases are fact-specific; civil and criminal proceedings can run separately, and outcomes may differ because of different standards of proof.

11) Common fact patterns and who usually wins

Scenario 1: Titled land, first buyer unregistered, second buyer registers first (good faith)

The second buyer is often protected.
The first buyer typically sues the seller for damages and other personal remedies, unless bad faith can be proven.

Scenario 2: Titled land, first buyer in open possession, second buyer registers but ignored obvious red flags

The second buyer may be found in bad faith; the first buyer may win reconveyance/cancellation.

Scenario 3: Untitled land, no registration system; first buyer possesses first in good faith

The first possessor in good faith often prevails.

Scenario 4: Neither registers, neither clearly possesses

Priority tends toward the buyer with the older deed/title, provided good faith.

12) Due diligence and prevention: what buyers should do (Philippine practice)

To reduce double-sale risk:

For titled land: verify the owner’s duplicate title, get a certified true copy of the title, check for encumbrances/annotations, confirm the seller’s identity and authority, and register immediately after sale.
Check tax declarations, real property tax payments, and actual status on the ground.
Confirm actual possession and talk to occupants/neighbors; physical inspection often reveals adverse claims.
Use protective annotations when appropriate (e.g., adverse claim where available) and document the timeline.
Pay through traceable channels; keep complete documentary proof of payment and turnover.

13) Key takeaways

A seller should not resell land after executing a deed of sale because the seller has already disposed of their rights; doing so is typically wrongful and can trigger civil and criminal consequences.
In a double sale, Article 1544 applies: for land, first to register in good faith wins; absent registration, first to possess in good faith; failing both, oldest title in good faith.
The decisive issues are often (1) registered vs. unregistered land, (2) who registered first, (3) who possessed first, and (4) good faith or bad faith, proven by concrete facts (annotations, possession, notice, red flags).
When the later buyer is protected, the earlier buyer is not left empty-handed—but often must pursue damages and personal remedies against the seller, and may still recover the land if bad faith is proven.

14) Quick reference: what to remember in disputes

Registered (titled) land: prioritize registration + good faith.
Unregistered land: prioritize possession + good faith; older deed matters if possession is unclear.
Good faith can be lost once the buyer learns of prior claims—especially before registration.
Possession is notice: buying land occupied by another without inquiry is risky.
Remedies can include reconveyance, annulment, damages, injunctions, and annotations, plus possible criminal liability in appropriate cases.