Introduction

In Philippine real estate practice, one of the most common and frustrating disputes arises when a buyer has fully paid for a property, holds a notarized Deed of Absolute Sale, yet the title remains in the seller’s name years—or even decades—later. When the Deed of Absolute Sale is already very old (commonly referred to in practice as a “lapsed,” “stale,” or “archaic” deed), the processing of the transfer becomes significantly more complicated and expensive. Register of Deeds offices, BIR, and local treasurers impose additional requirements, penalties accumulate, and in some cases the seller (or his heirs) becomes uncooperative or unreachable.

This situation gives rise to legitimate grounds for the buyer (now the rightful owner) to complain, demand, or sue for the immediate transfer of the title in his name.

Legal Nature of the Sale and Transfer of Ownership

Under Article 1458 and Article 1477 of the Civil Code, ownership over the property is transferred to the buyer from the moment the Deed of Absolute Sale is executed and the object is delivered (actual or constructive). The buyer becomes the owner even if the title is still in the seller’s name.

Registration of the sale with the Register of Deeds is necessary only to bind third persons (Article 1544, Civil Code). Between the buyer and seller, the unregistered deed is perfectly valid and enforceable.

The seller therefore has a continuing obligation under Article 1495 of the Civil Code to deliver and transfer the title to the buyer. Failure or refusal to do so constitutes breach of contract.

What Makes a Deed of Sale “Lapsed” or “Stale”?

Although the law does not use the word “lapsed,” land registration practice recognizes the following practical consequences when the Deed of Absolute Sale is old (usually 10 years or more):

Real property tax delinquency accumulates with 2% monthly interest and 25%–50% penalties depending on the province/municipality.
The BIR may refuse to accept the original selling price for Capital Gains Tax purposes and instead impose the tax on the current fair market value or zonal value, invoking anti-tax evasion provisions (Revenue Memorandum Circular No. 6-2013 and related issuances).
The Register of Deeds frequently requires additional documents for old deeds:
- Affidavit of Confirmation/Ratification from the seller
- Affidavit of two disinterested witnesses to the original execution
- Certification from the Clerk of Court where the notary is commissioned that the notary was indeed commissioned on the date of the deed
- In extreme cases (deed older than 30–40 years), publication in a newspaper of general circulation once a week for three consecutive weeks (LRA Consulta practice)
If the original notary public is already dead or cannot be located, the RD/LRA usually requires judicial confirmation or ratification through a new deed.
If the seller is already deceased, the heirs must execute an Extrajudicial Settlement or a court-approved partition before the title can be transferred.

These requirements cause substantial delay and expense, which buyers understandably complain about.

Remedies Available to the Buyer

1. Extrajudicial/Amicable Remedies

Send a formal demand letter (preferably through a lawyer and served via personal delivery with acknowledgment or registered mail) giving the seller 15–30 days to complete the transfer.
Offer to shoulder the transfer taxes and processing costs (common practice to expedite).
Execute a new Deed of Absolute Sale (Ratification/Confirmation of Sale) with updated consideration (current zonal value) to facilitate BIR and RD acceptance.

2. Judicial Remedies

A. Action for Specific Performance with Damages (Most Common and Recommended)

File a complaint in the Regional Trial Court of the place where the property is located.
Pray that the seller be ordered to: (i) execute all necessary documents for transfer, (ii) pay or cause payment of all back taxes and penalties, (iii) surrender the owner’s duplicate title.
If the seller refuses or is unable to sign, ask the court to authorize the Clerk of Court to sign the necessary documents on the seller’s behalf (Rule 39, Sec. 10, Rules of Court; long-standing jurisprudence).
Claim actual damages (expenses incurred), moral damages (mental anguish), exemplary damages, and attorney’s fees (usually awarded P100,000–P300,000 depending on the case).

Landmark cases: Heirs of Jose Reyes v. Reyes (G.R. No. 139587, 2000); Coronel v. CA (G.R. No. 103577, 1996); Adalin v. CA (G.R. No. 146616, 2005).

B. Action for Reconveyance

Appropriate when the title is still in the seller’s name and the buyer seeks to “reconvey” it to himself as the true owner.
May be combined with quieting of title.

C. Annulment of Subsequent Sale (Double Sale Situation)

If the seller sold the same property to another buyer who registered first, invoke Article 1544 (double sale rule). The first buyer prevails if he registered in good faith or is in possession or has the oldest title (the unregistered deed).

D. Criminal Complaint for Estafa (Article 316, par. 2, Revised Penal Code)

Viable when the seller had juridical possession of the property, received payment, but misappropriated the property by selling it again or refusing to deliver the title with abuse of confidence.
Many prosecutors and courts accept this when the seller executed the deed but later refused to process the transfer despite repeated demands.

Prescription Periods Buyers Must Watch

Action based on the Deed of Absolute Sale (written contract): 10 years from the time the cause of action accrues (usually from formal refusal or unreasonable delay) – Article 1144, Civil Code.
Action for reconveyance based on implied trust: 10 years from discovery of the fraud or from registration of the subsequent title (Heirs of Saludares v. CA, G.R. No. 128254, 2005).
After 30 years of open, continuous, exclusive, and notorious possession, the buyer may acquire ownership by extraordinary acquisitive prescription even without the deed (Article 1137, Civil Code).

Buyers who have waited too long (beyond 10 years without justifiable reason) risk having their complaint dismissed on ground of prescription.

Practical Tips to Force the Transfer When the Deed is Old

Secure a certified true copy of the title from the Registry of Deeds and check for encumbrances.
Obtain a Certified True Copy of the Deed of Absolute Sale from the notary public (Entry in Notarial Register).
Get a tax delinquency certification or tax clearance from the municipal/city treasurer.
Visit the BIR Revenue District Office having jurisdiction and inquire whether they will honor the original selling price or require current zonal value. Many RDOs now require payment of CGT based on current value for deeds older than 5–10 years.
If the seller is cooperative, execute a new Deed of Absolute Sale reflecting the current zonal value, pay fresh CGT (6%), DST (1.5%), transfer tax (0.5%–0.75%), and registration fees.
If the seller is uncooperative or deceased, file the specific performance case immediately.

Cost Implications of Delay

A property bought in 2005 for P1 million may now have:

Back real property taxes + penalties: P300,000–P800,000
CGT on current P10 million zonal value: P600,000
Documentary stamp tax: P150,000
Transfer tax, IT fees, etc.: P100,000+

Total additional cost can easily reach P1–P2 million or more—entirely due to the delay in processing.

Conclusion

A “lapsed” Deed of Absolute Sale does not lose its legal validity between the parties, but it creates enormous practical obstacles and expense in transferring the title. The buyer, as the true owner, has strong legal remedies—primarily specific performance with damages—to compel the transfer. The key is to act promptly: send a demand letter, negotiate a new deed if possible, and if necessary, file the appropriate case in court before prescription sets in. With proper legal assistance, even decades-old deeds can still be used to successfully transfer the title into the buyer’s name.