Obligations and Contracts, Sources of an Obligation, Lis Pendens,
Art. 1156, Civil Code
ANG YU ASUNCION, ARTHUR GO AND KEH TIONG, petitioners,
vs.
THE HON. COURT OF APPEALS and BUEN REALTY DEVELOPMENT
CORPORATION, respondents.
G. R. No. 109125 December 2, 1994
VITUG, J.:
DOCTRINE:In the law on sales, the so-called "right of first refusal" is an
innovative juridical relation. Needless to point out, it cannot be deemed a
perfected contract of sale under Article 1458 of the Civil Code. Neither can the
right of first refusal, understood in its normal concept, per se be brought
within the purview of an option under the second paragraph of Article 1479,
aforequoted, or possibly of an offer under Article 13199 of the same Code. An
option or an offer would require, among other things, 10 a clear certainty on
both the object and the cause or consideration of the envisioned contract. In a
right of first refusal, while the object might be made determinate, the exercise
of the right, however, would be dependent not only on the grantor's eventual
intention to enter into a binding juridical relation with another but also on
terms, including the price, that obviously are yet to be later firmed up. Prior
thereto, it can at best be so described as merely belonging to a class of
preparatory juridical relations governed not by contracts (since the essential
elements to establish the vinculum juris would still be indefinite and
inconclusive) but by, among other laws of general application, the pertinent
scattered provisions of the Civil Code on human conduct.
FACTS:
A complaint for Specific Performance was filed by Ang Yu Asuncion et al.,
against Bobby Cu Unjieng and Jose Tan. The plaintiffs were tenants or lessees
of residential and commercial spaces owned by defendants in Binondo. On
several conditions defendants informed the plaintiffs that they are offering to
sell the premises and are giving them priority to acquire the same.
During negotiations, Cu Unjieng offered a price of P6- million while plaintiffs
made a counter of offer of P5-million. Plaintiff thereafter asked the defendants
to put their offer in writing to which the defendants acceded. In reply to
defendants’ letter, plaintiffs wrote, asking thatthey specify the terms and
conditions of the offer to sell. When the plaintiffs did not receive any reply,
they sent another letter with the same request. Since defendants failed to
specify the terms and conditions of the offer to sell and because of
information received that the defendants were about to sell the property,
plaintiffs were compelled to file the complaint to compel defendants to sell
the property to them.
The court dismissed the complaint on the ground that the parties did not
agree upon the terms and conditions of the proposed sale, hence, there was no
contact of sale atall. The Cu Unjieng spouses executed a Deed of Sale
transferring the property inquestion to Buen Realty and Development
Corporation. Buen Realty, as the new owner of the subject property, wrote to
the lessees demanding the latter to vacate the premises. In its reply, it stated
that Buen Realty and Development Corporation brought the property subject
to the notice of lis pendens.
ISSUE:
Can Buen Realty be bound by the writ of execution by virtue of the notice of
lis pendens?
RULING:
No. An obligation is a juridical necessity to give, to do or not to do (Art. 1156,
Civil Code).The obligation is upon the concurrence of the essential elements
thereof, viz: (a) the vinculum juris or juridical tie which is the efficient cause
established by the various sources of obligations; (b) the object which is the
prestation or conduct, required to be observed; and (c) the subject-persons
who, viewed demandability of the obligation are the active (oblige) andthe
passive (obligor) subjects.
Among the sources of an obligation is a contract (Art. 1157), which is a
meeting of minds between two persons whereby one binds himself, with
respect to the other, to give something or to render some service.
A contract undergoes various stages that include its negotiation or
preparation, its perfection and, finally, its consummation. Until the contract is
perfected, it cannot, as an independent source of obligation, serve as a
binding juridical relation. In sales, particularly, to which the case at bench
belongs, the contract is perfected when a person, called the seller, obligates
himself, for a price certain, to deliver and to transfer ownership of a thing or
right to another, called the buyer, over which the latter agrees.
The registration of lis pendens must be independently addressed in
appropriate proceedings. Therefore, Buen Realty cannot be held subject to the
writ of execution issued by the respondent Judge, let alone ousted from the
ownership and possession of the property, without first being duly afforded
its day in court.
