Antonio M. Barretto v. Jose Santa Marina

Summary

This 1913 Supreme Court case involved a contract interpretation dispute between two individuals over the sale of a business interest in La Insular cigar factory. Barretto sold his 4/173 share to Santa Marina through an agreement that appointed appraisers to determine the business value. After receiving payment, Barretto demanded additional compensation for accumulated profits, claiming the original agreement was merely a promise to sell in the future. The Supreme Court reversed the lower court, holding that the May 3, 1910 agreement constituted a perfected sale under Civil Code Articles 1450 and 1447, as both parties agreed on the object and price. The Court emphasized that the sale of 'the whole of the right, title, and interest' necessarily included accumulated profits, as excluding them would mean only a partial sale occurred. The decision established important precedent on distinguishing between perfected sales and promises to sell in future contract disputes.