Dear Atty. Kathy,

I am selling my shares of stock in a corporation to my friend, A. A is recommending that we have the deed of assignment notarized by her aunt, her mother’s sister, who is a notary public in my place of residence. However, the corporate secretary of the corporation said that the aunt cannot notarize the deed of assignment, because she is related to A. But A said that her aunt can do the notarization since she did not sign the deed of assignment, and it was only me who signed in the deed of assignment. Is A correct?

Rey

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Dear Rey,

Section 3 (c), Rule IV of the 2004 Rules on Notarial Practice provides:

SEC. 3. Disqualifications. — A notary public is disqualified from performing a notarial act if he:

(a) is a party to the instrument or document that is to be notarized;

(b) will receive, as a direct or indirect result, any commission, fee, advantage, right, title, interest, cash, property, or other consideration, except as provided by these Rules and by law; or

(c) is a spouse, common-law partner, ancestor, descendant, or relative by affinity or consanguinity of the principal within the fourth civil degree.

In addition, Article 1458 of the New Civil Code provides:

Article 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other to pay therefor a price certain in money or its equivalent.

Thus, there are two principal parties in a contract of sale — the seller and the buyer. As ruled by the Supreme Court, that there is a unilateral contract of sale which need only be signed by the seller, even without the signature of the buyer, does not alter the fact that A, as the buyer, is also a principal party to the sale.

A, therefore, is incorrect. Since A is also a principal party to the sale of the shares of stock even without her signature in the deed of assignment, and her aunt is A’s relative within the fourth civil degree, A’s aunt is disqualified from performing the notarization of the deed of assignment, in accordance with the 2004 Rules on Notarial Practice.

(Spouses Antonio and Josefa Perla Tan vs. Atty. Maria Johanna N. Vallejo, A.C. No. 11219, 16 March 2022)

Atty. Kathy Larios