VALIDITY OF A “CONFIRMATION OF DEED OF SALE” (Philippine Law and Practice)
1. What is a “Confirmation of Deed of Sale”?
Practitioners, registrars, and assessors use the term to describe any later-executed instrument—usually titled “Confirmation,” “Ratification,” “Acknowledgment” or “Affidavit of Confirmation of Sale”—by which the owner (or the owner’s heirs, attorney-in-fact, or corporate officers) expressly affirms an earlier sale that is already complete in substance but defective in form or lost. Common scenarios:
| Typical defect cured | Practical trigger for executing a confirmation |
|---|---|
| Original Deed never notarized or improperly notarized | Register of Deeds (RD) refuses registration; BIR will not issue Certificate Authorizing Registration (CAR) |
| Original Deed misplaced, destroyed, or illegible | Buyer needs the document for title transfer, financing, estate settlement |
| Earlier Sale oral or embodied only in a private writing | Banks or RDs insist on a public instrument before accepting the file |
| Seller has died and heirs must validate a sale he already concluded | Heirs execute an “Affidavit of Confirmation” to clear the chain of title |
While not mentioned verbatim in the Civil Code, a Confirmation leverages two long-standing Code doctrines:
- Ratification of a voidable—or merely unenforceable—contract (Arts. 1311, 1395-1396, 1399).
- The public-instrument requirement for real-property conveyances (Art. 1358) and the rule that form is not necessary for validity between the parties but is indispensable for registration and to affect third persons (Art. 1356, PD 1529 §53).
2. Elements of a Valid Contract of Sale (Art. 1458, Civil Code)
| Element | Relevance when “confirming” |
|---|---|
| Consent – meeting of minds on object and price | The Confirmation must state the date of the original meeting of minds and identify all parties then capable of consenting. |
| Determinate Object – the parcel (or chattel) | Describe the property exactly as in the title, including technical description, area, and existing liens. |
| Cause or Consideration – the price | Reiterate the agreed price and terms (cash/instalment); if price was already paid, recital of payment and delivery is crucial. |
If those three existed earlier, the sale was already valid the moment consent was reached; the confirmation merely supplies or repairs the form.
3. Formal (Extrinsic) Validity Requirements
| Requirement | Source | Why the Confirmation matters |
|---|---|---|
| Public Instrument for sale of real property | Art. 1358 | Converts a private deed, letter, or oral sale into a registrable document. |
| Notarial Acknowledgment | 2004 Rules on Notarial Practice | Elevates it to a public document, gives it presumption of regularity, and is a prereq for RD/BIR acceptance. |
| Documentary Stamp Tax (DST) | Sec. 196, NIRC | BIR collects DST on the sale itself; the Confirmation normally pays only the ₱30 certification DST if no new consideration passes. |
| Capital Gains Tax or Creditable Withholding Tax | Sec. 24(D), 57(A), NIRC; RR 13-99 | These attach to the underlying sale; BIR often requires evidence that taxes were settled even if the Confirmation is filed years later. |
| Registration with RD | PD 1529 (Property Registration Decree) | Only after registration does the buyer’s title gain indefeasibility versus third persons. |
4. Substantive Doctrines Governing Confirmations
Statute of Frauds (Art. 1403[2])
- Applies only to executory contracts; once a sale is consummated (delivery and payment), the Statute of Frauds becomes irrelevant.
- A Confirmation written and signed by the party to be charged takes the transaction out of the Statute even if the original was oral.
Ratification of Voidable Acts (Arts. 1396-1397)
- A seller who was then a minor or who signed lacking required board approval may ratify upon majority or subsequent board resolution.
- Ratification retroacts to the date of the original act; the record owner need not re-execute a brand-new deed.
Curing Defective Notarization
- If the first deed lacked the notary’s commission number or was signed outside the notary’s presence, re-execution (not mere correction) is safer because a void notarization cannot be amended; it must be replaced.
After-Acquired Title Doctrine (Art. 1434)
- Heirs may confirm a sale their ancestor executed even before he obtained the Torrens title; once the title later issues in the ancestor’s name, ownership automatically passes to the buyer.
Double Sales (Art. 1544)
- A perfected but unregistered sale confirmed years later may lose to a subsequent buyer in good faith who first registers. Therefore, swift registration after Confirmation is critical.
5. Typical Content of a Confirmation Instrument
Whereas-clauses:
- Date and place of original sale; parties’ names and citizenship/civil status; description of property and price; acknowledgment that possession and payment were completed.
Operative-clauses:
- Confirmation/Ratification of the earlier deed or agreement.
- Declaration that all terms remain binding and in full force.
- Authority to register and secure CAR/RD transfer.
- (If heirs) Quitclaim of any further interest.
- Special Power of Attorney (when only some heirs execute the deed but delegate signing of tax papers or RD forms to one representative).
Notarial Acknowledgment:
- All signatories must appear; ID details, community tax certificate (optional but often still requested by RDs outside Metro Manila).
6. Jurisprudence Touchpoints
| Case | G.R. No. | Holding relevant to confirmations |
|---|---|---|
| Spouses Abalos v. Heirs of Gomez | 158989 (June 19 2007) | A deed of sale in a private writing is valid between the parties; notarization becomes important only for third persons and registrability. |
| Cruz v. Bancom Development Corp. | 134904 (Jan 10 2005) | Oral or informal sales may be proven and later ratified; the RD may require a notarized confirmation for registration. |
| Calixto v. Spouses Cezar | 170312 (Aug 11 2010) | Confirmation executed by heirs cured the lack of proper notarization and allowed transfer of title. |
| Jison v. Court of Appeals | 124583 (Feb 2 1999) | The Statute of Frauds defense is unavailing when the sale has been executed and ratified. |
(Citation style and coverage are illustrative; consult updated reports for subsequent doctrinal shifts.)
7. Administrative (BIR & RD) Practice Tips
- Attach Certified True Copy of the cancelled Transfer Certificate of Title (TCT) or Original Certificate of Title (OCT) and latest tax declaration.
- BIR CAR: Even if taxes were previously paid, BIR typically re-computes and issues a CAR referencing the Confirmation; be ready with proof of earlier tax payments.
- RD Endorsements: Some RDs ask for a letter from the notary public explaining the re-execution, especially if the original deed was already annotated but later found fatally defective.
- Estate Tax Clearance: If confirming on behalf of a deceased seller, settlement or clearance of estate tax is mandatory before RD accepts the Confirmation.
- Anti-Dummy & Foreign Ownership Rules: The Confirmation cannot validate a sale void for violating the 40% foreign-ownership cap on land (Sec. 7, Art. XII, 1987 Constitution); form cannot cure substantive nullity.
8. Prescriptive Periods and Risks
| Potential action | Prescriptive period | Effect of Confirmation |
|---|---|---|
| Action to enforce oral sale (based on implied trust) | 10 years (Art. 1144) or imprescriptible if based on an express trust | Confirmation restarts none—it merely evidences the original consent date. |
| Action for reconveyance due to double sale | 4 years from discovery, but never more than 10 years from date of registration by buyer in bad faith | Late Confirmation cannot defeat a buyer who already registered first. |
| BIR assessment of unpaid taxes | 3-10 years depending on false return | Confirmation may expose the parties; pay the correct taxes to avoid penalties. |
9. Best-Practice Checklist Before Signing a Confirmation
- Verify identity and authority of all confirming parties (check death certificates, board resolutions, SPA).
- Match the technical description against the title and tax declaration; typographical errors cause RD rejection.
- Secure updated RD and LRA fee schedules; rates change, and underpayment delays registration.
- Pay documentary stamps and capital-gains tax contemporaneously—do not date the Confirmation back.
- Attach lost-instrument affidavit if the original deed is lost; some RDs require publication of loss.
- Have the deed and notarial page printed on high-quality, one-sided paper; smudged prints are grounds for denial.
- Photocopy the fully executed document at least five sets—BIR, RD, seller, buyer, assessor.
10. Conclusion
A Confirmation of Deed of Sale is neither a new sale nor a mere administrative formality; it is a legally recognized ratification that:
- Perfects form so an already valid sale becomes registrable and binding on third persons;
- Cures defects such as missing notarization, destroyed papers, or unauthorized signatories (once authority is obtained);
- Respects substantive law limits—it cannot salvage a constitutionally void or absolutely simulated sale;
- Triggers fiscal and registration consequences identical to a newly executed deed unless taxes were duly paid earlier; and
- Retroacts in its effects to the date of the original consent, safeguarding the buyer’s title—provided no innocent third party has yet acquired and registered a competing claim.
For high-value or complex estates, engage counsel early: drafting a precise Confirmation, marshaling proofs of prior consent, and navigating BIR-RD requirements saves far more time and expense than litigating a rejected or contested transfer later.
Disclaimer: This article provides a general overview for educational purposes and is not legal advice. Philippine law changes, and factual nuances matter. Consult a qualified lawyer for specific transactions.