2026 Commercial Law, Q17

Paolo entered into a Contract to Sell with Suga Land, Inc. (Suga Land) for the purchase of a three-bedroom penthouse located in Rockwell, Makati. Under the Contract to Sell, Paolo agreed to pay Suga Land an initial downpayment of PHP 1 million and 29 subsequent installments of PHP 1 million per month. After paying the initial downpayment and 14 monthly installments to Suga Land, Paolo and his spouse encountered marital difficulties that led to their temporary separation. Paolo decided to assign his rights under the Contract to Sell to Andres for a total consideration of PHP 15 million via a Deed of Assignment of Rights with Assumption of Liability and gave 50% of the PHP 15 million proceeds to his wife. Upon presentation of a notarized Deed of Assignment of Rights with Assumption of Liability to Suga Land, Andres was informed that a 6% capital gains tax must first be paid by Paolo to the Bureau of Internal Revenue (BIR) before Suga Land can recognize the assignment and record Andres as the new buyer in its system database. Should Paolo pay the 6% capital gains tax to the BIR? Explain.

Quick check

Under Section 24(D)(1) of the Tax Code, on what type of asset disposition is the six percent (6%) capital gains tax strictly imposed?

What is the legal status of ownership and title over real property under an unfulfilled Contract to Sell?

How is a buyer's interest under an unfulfilled Contract to Sell classified under Philippine civil law prior to full payment?

What tax treatment applies when a buyer assigns their contractual rights under an unfulfilled Contract to Sell for a financial consideration?

Choices available with full access.

Why is a developer corporation prohibited from demanding proof of 6% capital gains tax payment before recording a buyer's assignment of rights under a Contract to Sell?

Choices available with full access.

Unlock the full Commercial and Tax Law answers

Learn more about these topics

1. Capital Gains Tax
Under Section 24(D)(1) of the Tax Code, the six percent capital gains tax is imposed strictly on gains presumed to have been realized from the sale or disposition of real property located in the Philippines and classified as capital assets. Capital gains tax applies exclusively to real property transfers where title or real rights over land or buildings are conveyed. The tax is levied on the gross selling price or fair market value, whichever is higher, regardless of actual gain. Consequently, transfers involving personal property or intangible contractual rights fall completely outside its statutory coverage.

2. Contract to Sell
A contract to sell is a bilateral contract where the seller explicitly reserves ownership and title of real property until full payment of the purchase price. Prior to complete satisfaction of the suspensive condition of full payment, ownership remains with the seller, while the buyer holds only a personal contractual right to acquire the property. Because title has not transferred, the buyer's interest under an unfulfilled contract to sell constitutes intangible personal property rather than real property, rendering any transfer of such right a disposition of personal property.

3. Assignment of Rights
An assignment of rights under a contract to sell constitutes a transfer of intangible personal property rather than a sale of real property. When a buyer assigns contractual rights for consideration, any profit realized from the assignment is treated as gain from personal property under general income tax rules. The assignor must report the resulting net gain in their annual income tax return, subject to progressive individual income tax rates, rather than paying the final six percent capital gains tax reserved exclusively for real property dispositions.

About these questions and answers
The questions reproduced here are the official texts of the Philippine Bar Examinations, published by the Supreme Court. They are reproduced for study purposes.The suggested answers are the author’s own.

They are not official answers, have no connection with the Supreme Court, the Office of the Bar Confidant, or any bar review institution, and are not endorsed by any of them. Official answer keys, where released, should be preferred over anything here.Nothing on this page is legal advice, and reading it creates no lawyer-client relationship. Do not rely on any suggested answer in an actual legal matter. Consult counsel on your own facts.Suggested answers reflect the law and jurisprudence the author considers applicable as of the date shown.

Where a question comes from an earlier examination, the suggested answer applies the law as it now stands, which may differ from the law in force when the question was given, and may therefore differ from what would have been the correct answer at that time. Where the difference is material, the answer notes it.The practice scoring feature measures wording overlap with the suggested answer. It is not a grade, carries no official weight, and says nothing about whether your reasoning is sound.Errors are possible. If you find one, please tell me and I will correct it.Last reviewed: October 2026