Introduction

In the Philippines, the transfer of property through donation is a common practice rooted in familial, charitable, or personal motivations. When land is donated without any restrictions specified in the deed of donation, it raises questions about the subsequent rights of heirs to dispose of such property. This article explores the legal framework governing heirs' rights to sell donated land in the absence of deed restrictions, drawing from the Civil Code of the Philippines and related jurisprudence. It examines the nature of donation, inheritance, ownership rights, and potential limitations, providing a comprehensive overview for landowners, heirs, and legal practitioners.

The Legal Nature of Donation Under Philippine Law

Donation is defined under Article 725 of the Civil Code as an act of liberality whereby a person disposes gratuitously of a thing or right in favor of another who accepts it. For immovable property such as land, the donation must comply with formal requirements to be valid. Article 749 stipulates that the donation of immovable property must be made in a public document, specifying the property donated and the value of the charges which the donee must satisfy, if any. The acceptance may be made in the same deed or in a separate public document, but it must be notified to the donor in an authentic form.

In the absence of deed restrictions—such as conditions prohibiting sale, alienation, or specific uses—the donation is considered absolute and unconditional. This means the donee acquires full ownership rights, akin to those of a purchaser, subject only to general legal limitations like those imposed by law or public policy. Deed restrictions, if present, would typically be annotated on the title and enforceable as encumbrances, but without them, the property passes unencumbered.

Philippine jurisprudence, such as in Heirs of Santos v. Court of Appeals (G.R. No. 109992, March 7, 2000), emphasizes that donations without restrictions vest absolute title in the donee, allowing free disposition unless revoked for valid grounds like ingratitude (Article 765) or non-fulfillment of charges (Article 764).

Inheritance and Succession of Donated Land

Upon the death of the donee, the donated land forms part of their estate and is transmitted to their heirs through succession, as provided under Book III of the Civil Code. Article 776 states that the inheritance includes all the property, rights, and obligations of a person which are not extinguished by death. Thus, heirs succeed to the donee's full ownership of the donated land, provided no restrictions were imposed in the deed.

Heirs may be legitimate, illegitimate, or adopted children, spouses, or other compulsory heirs entitled to legitime (Article 886), or testamentary heirs if a will exists. In intestate succession (Article 960 et seq.), the property is divided among heirs according to their proximity to the decedent. Importantly, since the donation is complete and irrevocable upon acceptance (unless revoked during the donor's lifetime), the heirs inherit the property free from the donor's control.

If the donor is still alive at the donee's death, the donation remains valid, and heirs step into the donee's shoes. However, if the donor reserved the usufruct (right to use and enjoy) or imposed modal conditions (e.g., for a specific purpose), these could affect alienability, but in the scenario of no deed restrictions, no such limitations apply.

Rights of Heirs to Sell the Donated Land

Heirs, as successors to the donee's ownership, have the plenary right to sell the donated land without deed restrictions. Ownership under Article 427 includes the right to enjoy and dispose of the thing without limitations other than those established by law. Sale is a mode of transferring ownership (Article 1458), and heirs can execute a deed of absolute sale, provided they have legal capacity and the property is free from liens.

Key considerations include:

Title and Registration: The land must be titled under the donee's name via the Register of Deeds, as per the Property Registration Decree (P.D. 1529). Heirs must first secure a transfer certificate of title (TCT) in their names through extrajudicial settlement (if all heirs agree) or judicial partition. Without proper titling, sale may be invalid or subject to claims.
Consent Among Co-Heirs: If multiple heirs inherit undivided shares, all must consent to the sale under Article 493, which allows each co-owner to sell their ideal share but not a specific portion without partition. In practice, heirs often execute an Extrajudicial Settlement of Estate with Deed of Absolute Sale to facilitate transfer.
Taxes and Fees: Sale triggers capital gains tax (6% of selling price or fair market value, whichever is higher, under the Tax Code), documentary stamp tax (1.5%), and local transfer taxes. Donor's tax was paid at donation (Article 98, Tax Code), but heirs must ensure compliance to avoid BIR holds.
Prescription and Adverse Claims: Without restrictions, heirs' rights prescribe acquisitively after 30 years of adverse possession in bad faith (Article 1137) or 10 years in good faith. However, if the donation was flawed (e.g., lack of public instrument), heirs' title could be challenged.

Jurisprudence like Heirs of Gamboa v. Teves (G.R. No. 176579, October 9, 2012) affirms that heirs can alienate inherited property freely if no conditions restrict it, underscoring the principle of absolute ownership.

Potential Limitations and Challenges

Even without deed restrictions, certain legal hurdles may arise:

Revocation of Donation: Donors or their heirs can revoke for ingratitude (e.g., if donee commits offenses against donor, Article 765), within one year from knowledge of the fact. If revocation occurs post-donee's death, it could affect heirs' rights, but courts require clear evidence (Austria-Magat v. Court of Appeals, G.R. No. 106755, February 1, 2002).
Inofficious Donations: If the donation impairs the legitime of the donor's compulsory heirs, it may be reduced upon the donor's death (Article 771). Heirs of the donor (not the donee) can challenge this via collation (Article 1061), potentially forcing donee's heirs to return part of the land or its value.
Fraud or Simulation: If the donation was simulated to evade creditors or taxes, it is void (Article 1409), and heirs' sale could be annulled. Courts in Heirs of Kionisala v. Heirs of Dacut (G.R. No. 147379, February 27, 2002) have voided such transfers.
Public Policy Restrictions: Land cannot be sold if it violates agrarian reform laws (R.A. 6657), ancestral domain rights (R.A. 8371 for indigenous peoples), or if it's public land. Agricultural lands have retention limits, and sales require DAR clearance.
Third-Party Claims: Adverse possessors or unregistered claimants may file actions, but without restrictions, heirs can defend via quieting of title (Article 476).

Process for Heirs to Sell the Donated Land

Establish Heirship: Execute an Affidavit of Self-Adjudication (sole heir) or Extrajudicial Settlement (multiple heirs), publish it, and pay estate taxes.
Transfer Title: Submit documents to BIR for Certificate Authorizing Registration (CAR), then to Register of Deeds for new TCT.
Execute Sale: Draft Deed of Absolute Sale, notarize, pay taxes, and register with RD to transfer to buyer.
Post-Sale Obligations: Ensure warranties against eviction (Article 1547) if defects arise.

Conclusion

In the Philippine legal system, heirs of a donee possess robust rights to sell donated land absent deed restrictions, embodying the principles of absolute ownership and free disposition. This facilitates property mobility but demands adherence to formalities to avoid disputes. While unconditional donations promote liberality, heirs must navigate inheritance laws, taxation, and potential challenges to ensure seamless transfers. Legal consultation is advisable to tailor actions to specific circumstances, preserving the integrity of property rights in succession.