When you’re scouting for a property to buy, you look at the location first, then you check the price; if you are getting good value for your money, right? And so it begins: You like what you see, the seller presents a legitimate-looking title, you agree on a price, you sign on the dotted line, and finally, you pay. But only after paying do you find out that your problems have just started.
In real estate transactions, a clean-looking title is important, but it is not the whole story. A buyer should investigate whether the title is genuine, whether the seller has the authority to sell, whether there are annotations from adverse claimants, whether there are restrictions, whether the property is occupied, whether taxes are updated, whether the land can be used for the buyer’s intended purpose, and whether there are facts that should put the buyer on guard. This is the purpose of property due diligence.
A title is not enough
The Torrens system protects registered land. As a general rule, a buyer may rely on the face of a clean certificate of title; one may feel safe simply going through the four corners of the document. But that rule has its caveats. The Supreme Court has repeatedly held that a buyer cannot close his eyes to facts that should make a reasonably prudent person investigate further. When there are warning signs, the buyer must look beyond the title.
Also, remember this: with registered land, there are always two titles. One is the original certificate of title kept on file with the Register of Deeds (“RD”). This is also called the vault copy, or the copy stored in the RD's vault. The other is the owner’s duplicate certificate of title, which is held by the registered owner. Remember what Yoda said: “Always two there are. No more, no less.” The owner’s duplicate is an exact copy of the vault copy, down to the periods and dots on the i. Seeing one does not mean you have verified the other. You should know that there are always two copies.
So your first step is to ask to see the original owner’s duplicate copy of the title. If the seller cannot show you that copy, that is already a warning sign. If you are shown only a photocopy and there is no credible reason why the seller cannot show you the owner’s duplicate, walk away.
As we said, there are always two copies of the title. That is why you should also see the certified true copy of the vault copy. (Because you cannot go inside the RD’s vault to see the copy, you settle for the certified true copy.) At the very least, however, you, as the buyer, should obtain a certified true copy from the Registry of Deeds or the Land Registration Authority yourself. You can never be certain that what the seller presented as a certified true copy of the title is genuine. But even that is only the beginning.
A proper review should ask: Is the seller the registered owner? Is the title active and uncancelled in the RD? Are there mortgages, adverse claims, notices of lis pendens, restrictions, easements, levies, or estate annotations? How did the seller acquire the property? Was there a prior sale, estate settlement, special power of attorney, foreclosure, subdivision, consolidation, reconstitution, or court order? Does the tax declaration match the title? Is the property occupied by someone other than the seller? Can the buyer actually use the property for the intended purpose?
If you feel these are too technical, get a lawyer to handle them. If you do not—if you skip this process, if you scrimp on this aspect of a property purchase—you may end up losing the entire purchase price to unscrupulous individuals.
When a buyer ignores an adverse claim or defect
One common mistake is proceeding with a transaction despite annotations that already reveal a defect. When you see an annotation that says “adverse claim,” be forewarned. It means that someone else has come forward and caused a claim to be annotated because he believes he has a right or interest over the property. And get this: the RD found the claim sufficient for annotation. There are many instances in which, upon assessment by the RD, a claim may not be registered at all because it does not appear to be adverse to the registered owner's interests. That is why, if you see one, it may mean the claim is strong enough.
Of course, that claim may later turn out to be weak, baseless, expired, or capable of cancellation. But that is not the point. The point is that at the time you are buying, the title itself already warns you of a dispute or competing claim. You cannot simply say later that you did not know. The title told you.
The same is true for annotations involving a notice of lis pendens, which means there is already a pending case affecting the property's title. This is a step higher than an adverse claim. There may also be annotations for an uncancelled mortgage, a levy, an attachment, an estate annotation, a restriction on use, or any other entry that suggests that the owner’s right to sell is not completely free from challenge. These annotations must be read, understood, and dealt with before closing. Some can be cured by cancellation, release, court order, waiver, or supporting documents. Others may be serious enough to make you walk away.
In Heirs of Gonzales v. Spouses Basas and Munda (G.R. No. 206847, June 15, 2022), the Supreme Court discussed the difference between a buyer in good faith and a buyer in bad faith. A buyer is in bad faith when he purchases despite knowledge of a defect in the seller’s title, or when he knows facts that should have cautioned him to conduct further inquiry. Knowledge of a prior claim or sale may defeat a later buyer’s claim of good faith even if that buyer later registers the transaction.
This is why annotations matter. A title annotation is not mere clutter on the certificate of title. It may be a warning that another person, creditor, heir, lessee, litigant, government agency, or claimant has an interest in the property.
A due diligence report should therefore not merely say “with annotations.” It should identify each annotation, explain its apparent effect, and state whether it must be canceled, clarified, supported by additional documents, or treated as a closing condition.
What legal due diligence should cover
A legal due diligence review should be practical. Its purpose is not simply to collect documents, but to determine whether the buyer can safely acquire, register, possess, and use the property.
One important part of that review is the title traceback. This means tracing the history of the title backward to see how the present registered owner acquired the property. You do not stop with the current title. An issue that often plagues transactions is the absence of an immediately preceding title on file with the RD. Should this issue crop up, get a lawyer to investigate.
Assuming that the previous title is on file with the RD, get a certified true copy. Check the annotations. The title may look clean today, but the problem may be hiding one or two transfers back. There might be an unresolved adverse claim or an annotation that was not transferred to the current copy of the title. There may have been an old special power of attorney, an estate settlement, a prior sale, a foreclosure, a subdivision, a consolidation, a reconstitution, or a court order that needs to be examined. If the chain of ownership has gaps, inconsistencies, suspicious transfers, or missing documents, those are matters the buyer should know before paying.
A proper review may therefore include verification of the current title, title traceback or chain-of-ownership review, examination of the deeds and documents that caused prior transfers, review of liens and encumbrances, review of tax declarations and real property tax status, confirmation of the seller’s authority, review of possession and third-party claims, zoning and land use review, limited public records search, and preparation of closing conditions.
Some matters require other professionals. As lawyers, we review the property’s legal status and the documents supporting the transaction. But we also get assistance from geodetic engineers to verify boundaries, plot the property, assess overlaps, conduct relocation surveys, and determine the actual area. We also refer the matter to appraisers when the client needs to determine the property’s market value. Engineers inspect structures. A careful transaction often requires more than one discipline.
When you need to go beyond the title
Another common mistake is buying from a registered owner who is not in possession of the property.
The Supreme Court has held that when the land sold is in the possession of a person other than the seller, the buyer must go beyond the certificate of title and inquire into the rights of the actual possessor. Ocular inspection is a safeguard normally taken by a cautious buyer. Failure to investigate occupants' rights may prevent the buyer from claiming good faith.
This issue appears again in Chua v. Republic (G.R. No. 253305, August 2, 2023), where the buyer proceeded with the purchase despite knowing that the seller was not in possession and that numerous houses had been built on the property. When the buyer visited the property, he met two supposed occupants who said they would leave, as they had already spoken with the seller. The seller later told him that they were her relatives. The Supreme Court ruled that this was not enough. The buyer’s reliance on the seller’s assurances and the statements of strangers was insufficient to establish good faith.
The lesson is simple: if someone else is occupying the property, the buyer must ask why. Occupants may be tenants, informal settlers, caretakers, relatives, buyers under an unregistered sale, agricultural tenants, or persons claiming ownership. Their rights may not always appear on the title, but they may still create serious practical and legal problems.
When the seller has no clear authority to sell
A buyer must also verify the seller’s authority. If the seller is an individual, the buyer should verify the seller’s identity, civil status, the authority of any attorney-in-fact, and whether spousal consent is required. If the property came from a person who has passed on, the buyer should review the estate settlement, tax clearance, heirs’ authority, and any Rule 74 annotation.
If the seller is a corporation, the buyer should not rely only on the person negotiating the sale. The buyer should require board approval, a secretary’s certificate, the signatory's authority, and corporate documents demonstrating that the corporation exists and is authorized to dispose of the property.
In Nobleza v. Nuega (G.R. No. 193038, March 11, 2015), the Supreme Court described due diligence as including verification of the title, the parties, the mode of transfer, the provisions in the deed or contract of sale, and even the seller’s capacity to dispose of the property, including civil status and marital consent where necessary.
A buyer who skips this step risks dealing with someone who cannot validly sell the property.
Due diligence is not delay
Buyers sometimes think that due diligence causes delay. It does not; it protects you. The goal is to identify what must be fixed before money changes hands. Some issues are curable: an unpaid tax, a missing board resolution, an uncancelled mortgage, a stale annotation, or an unsigned conformity. Some issues require caution: adverse claims, notices of lis pendens, third-party possession, unresolved estate claims, inconsistent technical descriptions, or outdated powers of attorney. Some issues are serious enough to stop the transaction entirely. The cost of due diligence is small compared with the cost of making a mistake. Without it, a buyer may end up with property that cannot be bought, occupied, transferred, developed, or used for its intended purpose, or that is already the subject of claims by heirs, creditors, occupants, or prior buyers. The Supreme Court’s cases show that good faith is not enough. A buyer still needs to check the title, inspect the property, verify the seller’s authority, review the annotations, confirm tax status, and investigate red flags. Doing so places him in a far better position than one who simply accepts the seller’s assurances.
At Flores & Ofrin, our property due diligence work is designed to help clients understand what they are buying before they commit to the transaction. We help resolve issues before they become legal risks and cure defects before they become expensive problems. Our objective is simple: identify the risks, cure what can be cured, and recommend the safeguards needed before closing.
