1) The core idea: inheritance vests at death, but heirs hold the estate in common until partition

Under Philippine civil law, the rights to a decedent’s estate generally pass to heirs from the moment of death (subject to the estate’s obligations). However, before the estate is partitioned, the heirs do not yet own specific identified portions of each asset; instead, they typically hold the estate in a state of co-ownership (an “undivided” or “ideal” share).

This is why the “sale of an undivided heir’s share” before an extrajudicial settlement is legally possible—but also why it is frequently misunderstood:

What the heir can sell (before partition) is not a specific bedroom, a specific corner of land, or a specific unit, unless and until a valid partition assigns that portion to the heir.
What the heir can sell is the heir’s ideal/undivided share in the property (as a co-owner) or the heir’s hereditary rights in the estate (depending on how the deed is framed).

2) Two different transactions people lump together

A. Sale/assignment of hereditary rights (rights in the estate as a whole)

This is a transfer of the seller-heir’s participation in the inheritance—a bundle of rights that may cover multiple assets, subject to the final determination of the estate, debts, and shares.

Effect: The buyer steps into the seller’s position as successor-in-interest to the seller’s hereditary rights. The buyer’s ultimate share depends on what the seller-heir would legally receive after settlement, collation (if applicable), and payment of estate obligations.

B. Sale of an undivided (ideal) share in a specific property

This is a transfer of the seller’s co-ownership interest in a particular titled property (e.g., “1/6 undivided share in TCT No. ___”).

Effect: The buyer becomes a co-owner of that property with the other heirs/co-owners, but still does not own a determinate physical portion until partition.

Why the distinction matters:

A deed that only names one land title may be treated as an undivided-share sale in that land.
A deed that speaks of “all rights, interests, and participation in the estate of ____” is typically treated as a transfer of hereditary rights.
Taxes, implementation with registries, and later settlement mechanics often differ depending on how the transaction is characterized.

3) What the heir can legally sell before settlement—and what they cannot

What an heir can sell/assign

The heir’s hereditary rights (the heir’s share in the inheritance).
The heir’s ideal/undivided share in estate properties, because heirs are co-owners until partition.

What an heir cannot validly sell (before partition)

A specific segregated portion of a property (e.g., “the northern 200 sq.m.”) as if it were already exclusively theirs—unless there is a prior valid partition or adjudication granting that specific portion.

If a deed purports to sell a specific portion prematurely, courts typically treat it (at best) as a sale of the seller’s ideal share, not of a determinate metes-and-bounds portion—unless later partition happens to award that portion and the deed can be harmonized with the partition.

4) The big statutory protection for co-heirs: legal redemption (Civil Code Article 1088)

When an heir sells hereditary rights to a stranger (non-co-heir) before partition, the law gives the other co-heirs a powerful remedy:

Legal redemption by co-heirs

If a co-heir sells hereditary rights to a stranger before partition, any or all co-heirs may redeem (subrogate themselves into) the buyer’s position by reimbursing the purchase price within one month from written notice of the sale.

Key points in practice:

Written notice is crucial. The one-month period typically runs only upon written notice to the other co-heirs.
If the buyer/seller never gives written notice, co-heirs often argue the redemption period did not properly start.
Redemption is typically at the price paid, not a re-priced “fair value,” though disputes can arise when deeds understate consideration.
This right is designed to prevent unwanted outsiders from entering the co-heirship before partition.

Practical consequence: Buying only one heir’s share, as an outsider, carries an inherent risk that co-heirs may redeem and effectively replace the buyer.

5) How extrajudicial settlement fits in (Rule 74) and why timing matters

Extrajudicial settlement: when it is allowed

A classic extrajudicial settlement is available when:

the decedent left no will (intestate), and
the decedent left no outstanding debts (as commonly required for straightforward extrajudicial settlement), and
all heirs are of age, or minors are duly represented, and
the heirs execute a public instrument (notarized deed), and
required publication is made, and
the deed is properly registered/recorded.

If there is a will, probate is generally required; extrajudicial settlement is not the ordinary route.

The “2-year cloud” risk under Rule 74

Even after an extrajudicial settlement, Rule 74 mechanisms are designed to protect omitted heirs and creditors. As a practical risk allocation:

Claims by omitted heirs or creditors may arise within a statutory period (commonly discussed as two years in settlement contexts), with potential recourse against distributees and, in some situations, against the property that was distributed and subsequently transferred.

Practical consequence: A buyer who purchases before a clean settlement may be exposed to (a) unknown heirs, (b) undisclosed debts, and (c) later challenges to the settlement.

6) What happens to the buyer who purchases before settlement?

If an heir sells their hereditary rights or undivided share before extrajudicial settlement, the buyer generally becomes one of the following, depending on the deed:

A. A transferee of hereditary rights (successor-in-interest)

The buyer acquires the seller-heir’s position in the estate to the extent of the transfer:

The buyer may have the right to participate in partition corresponding to the acquired rights.
The buyer may demand partition (directly or through legal action) because co-ownership cannot be compelled to continue indefinitely.
The buyer’s share remains subject to:
- the true determination of who the heirs are,
- legitimes and compulsory heir shares,
- collation rules (if relevant),
- estate debts and charges,
- and any will/probate issues if a will later appears.

B. A co-owner of a specific property (ideal share transferee)

If the deed sells “X undivided share” in a specific land title:

The buyer becomes a co-owner with the remaining co-owners/heirs.
The buyer may use the property consistent with co-ownership rules (cannot exclude others).
The buyer may eventually seek partition (judicial partition if no agreement).

7) Clearance, titles, and registries: why buyers often get stuck without settlement

A. Title is still in the decedent’s name

Even if an heir sells rights, the Transfer Certificate of Title (TCT) typically remains in the name of the deceased until:

estate tax requirements are satisfied, and
the estate is settled/partitioned (extrajudicially or judicially), and
registrable instruments are filed with the Registry of Deeds.

B. An “assignment of rights” is not the same as a registrable conveyance of titled land

In practice:

An assignment can protect the buyer contractually and evidentially.
But registries often require the proper settlement documents and tax clearances before issuing a new title reflecting the new ownership structure.

C. Typical end result if only one heir sold

After settlement and implementation, the property may end up titled in the names of:

the remaining heirs (for their respective shares), and
the buyer (as transferee of the selling heir’s share), as co-owners—unless later they partition or the rest sell out.

8) The effect of the sale on the seller-heir: implied acceptance and exposure to estate burdens

Acts of disposal by an heir (like selling hereditary rights) are commonly treated as acceptance of the inheritance rather than repudiation. That matters because:

An heir who repudiates generally seeks to avoid stepping into the inheritance; but a seller is acting as an owner of hereditary rights.
Acceptance ties the heir’s position to the estate’s legal consequences, including exposure to estate-related burdens (within the limits allowed by succession law and the nature of obligations).

For the buyer, this reinforces that what is acquired is not a guaranteed, debt-free slice, but the seller’s place in the estate as it ultimately stands.

9) Special succession realities that can shrink or reshape the “share” sold

A buyer can be surprised because the “share” is not always what the family assumes. The seller’s eventual portion may change due to:

A. Compulsory heirs and legitimes

If the decedent left compulsory heirs (e.g., legitimate children, legitimate parents in some configurations, surviving spouse, and/or illegitimate children), the law fixes mandatory shares. If the family’s assumption ignores compulsory heirs, the seller’s share may be smaller than expected.

B. Conjugal/community property issues

If the decedent was married under a property regime, the estate does not automatically include “everything titled to the spouses.” Often:

the surviving spouse already owns their share of community/conjugal property, and
only the decedent’s portion enters the estate.

A deed that casually treats the entire property as estate property can misstate what is actually being transferred.

C. After-discovered heirs

A later-identified child, spouse issue, or other heir can drastically alter shares and trigger challenges.

D. Debts, liens, and estate charges

Estate obligations can reduce net distributable shares. Even if the heirs executed an extrajudicial settlement stating “no debts,” that may be contested if debts later surface.

E. A will later turns up

If a will is later discovered and requires probate, the settlement mechanics change. A buyer of hereditary rights is still tied to what the seller-heir would ultimately receive under the valid dispositive scheme and mandatory legitimes.

10) Documentation: what a proper “sale of hereditary rights/undivided share” deed should cover

Because implementation problems are common, a careful deed typically includes:

A. Clear description of what is sold

“All hereditary rights, interests, and participation in the estate of ____” or
“___ undivided share in (describe property / TCT / tax declaration)” Ambiguity invites disputes.

B. Proof of the seller’s claimed status

Attach or reference:

death certificate of decedent,
proof of relationship/heirship (birth/marriage certificates),
family tree or heir listing as recited facts (with caution).

C. Warranties and risk allocation

Common clauses:

warranty that seller is an heir (or a qualified successor) and has not previously assigned the same rights,
disclosure of known heirs and known disputes,
representations on existence/non-existence of wills (with appropriate qualification),
indemnity for breaches.

D. Handling of legal redemption risk (Art. 1088)

Where the buyer is a stranger:

a clause acknowledging co-heirs’ redemption rights,
allocation of responsibility for giving written notices,
agreement on what happens if co-heirs redeem (refund mechanics, who bears costs).

E. Authority and marital status disclosures

Although inherited property is typically exclusive property of the heir-spouse under Philippine family property rules, marital status disclosures and consent issues can still arise depending on the facts, so deeds commonly state the seller’s civil status and regime-related facts.

F. Consents and participation in settlement

To avoid being shut out later, buyers often require undertakings that:

the seller will cooperate in settlement,
the other heirs will be notified,
the buyer will be included as transferee in the extrajudicial settlement or any partition instrument.

11) Practical pathways to “normalize” the situation after a pre-settlement sale

Pathway 1: Extrajudicial settlement including the buyer as assignee/transferee

If the sale happened first, the cleanest implementation is often:

the heirs execute a deed of extrajudicial settlement and partition, and
the buyer signs as successor-in-interest to the selling heir’s share (or is acknowledged in the deed), so the adjudication aligns with the assignment.

Pathway 2: Settle first, then sell

This avoids many problems:

settlement determines each heir’s definite share,
title can be transferred/registered more straightforwardly,
the heir then sells what is already adjudicated.

Pathway 3: “Extrajudicial settlement with sale” (all heirs selling to one buyer)

Where all heirs agree to sell the property (not merely one heir’s share), a combined deed is commonly used:

estate is settled among heirs, then
the entire property is sold to the buyer in the same instrument.

This is often the smoothest for buyers, because it avoids co-ownership with multiple heirs.

Pathway 4: Judicial partition/settlement when cooperation fails

If co-heirs cannot agree (or some heirs are missing or hostile), the buyer may need:

judicial settlement (if required), and/or
an action for partition to end co-ownership.

12) Remedies when things go wrong

A. Co-heirs exercise legal redemption (Art. 1088)

If properly invoked within the period (usually counted from written notice), co-heirs can substitute themselves for the buyer by reimbursing the price. If contested, it can become a court action for legal redemption.

B. Buyer excluded from the extrajudicial settlement

If remaining heirs execute an extrajudicial settlement and ignore the buyer’s purchased rights, possible remedies include:

action to recognize the buyer’s rights as transferee and to correct/annul the settlement instrument insofar as it prejudices the buyer,
reconveyance-type claims depending on subsequent transfers and registration outcomes,
partition action asserting the buyer’s co-ownership interest.

C. Unknown heir emerges; settlement challenged

If an omitted heir appears, remedies may include:

reopening/adjusting distributions,
enforcing statutory protections for omitted heirs,
pursuing claims against distributees, and potentially against property transfers depending on the case posture and protective rules.

D. Seller was not actually an heir (or had a smaller share)

The buyer’s principal remedy is usually against the seller for breach of warranty/representation, rescission, damages, or refund—unless the buyer can independently establish entitlement through other legal theories (rare in pure heirship errors).

13) Tax and compliance realities (conceptual, but critical)

Even when the civil sale is valid, the transaction often cannot be fully implemented without tax compliance. Common realities include:

A. Estate tax compliance is usually a gatekeeper for transfer

Transfers from the decedent’s name to heirs (and onward to buyers) usually require estate tax filings/clearances before registries and other agencies process title transfers.

B. Possible taxes on the transfer of rights

Depending on characterization and asset type, the transfer may trigger:

taxes associated with transfer of real property interests (e.g., capital gains tax or creditable withholding tax depending on classification),
documentary stamp tax,
local transfer taxes,
and related fees.

Assignments of hereditary rights can be treated differently in implementation practice depending on how the instruments are structured and what the BIR/RDO requires in sequence.

C. Understated price is a legal and tax risk

Understating consideration can create:

disputes over redemption price (co-heirs may contest),
potential tax exposure (including possible donor’s tax issues if partly gratuitous),
credibility problems in later litigation.

14) Due diligence checklist (what matters most before buying one heir’s share)

Buying only one heir’s undivided share is high-friction. The most important due diligence items are:

Verify heirship: confirm the seller’s relationship and whether there are other heirs (legitimate/illegitimate children, surviving spouse, parents).
Check for a will: even a rumor matters; a later will changes the settlement route.
Confirm property regime: determine what portion is truly in the estate versus the surviving spouse’s share.
Check title and encumbrances: liens, mortgages, adverse claims, annotations, tax delinquencies.
Assess redemption risk: co-heirs can redeem if you are a stranger; plan for notices and timelines.
Decide your endgame: do you intend to co-own, force partition, or eventually buy out others?
Require cooperation covenants: seller’s duty to help implement settlement and registration.
Plan for time and costs: estate settlement, taxes, and registry processes can be significant.

15) Key takeaways

Before partition, heirs generally hold estate properties in co-ownership, so an heir may sell hereditary rights or an undivided share, but not a specific physical portion as exclusively theirs.
A sale to a stranger before partition can trigger co-heirs’ legal redemption under Civil Code Article 1088, typically within one month from written notice.
Buying an undivided heir’s share before extrajudicial settlement is often legally valid but operationally difficult: title stays in the decedent’s name until settlement and tax compliance.
The buyer’s acquired share is subject to legitimes, unknown heirs, debts, property regime issues, and settlement challenges—so documentation and due diligence are decisive.