Melizza vs City of Iloilo 23 SCRA 477 April 30, 1968 Bengzon, J.P., J.

: Facts: Juliana Melliza owned parcels of residential land in Iloilo City known as Lot 1214-A, 1214-B, 1214-C, and 1214-D. She executed an instrument selling Lot 1214-C and Lot 1214-D to Municipality of Iloilo, which would be used as location for the city hall. The contract also stipulated that the area being sold to the Municipality shall include the area needed for the construction of the city hall site, avenues and parks according to the Arellano plan. Thereafter, she sold her remaining over the land to one Remedios Sian Villanueva who in turn sold the same to Pio San Melliza. The City of Iloilo (succeeded Municipality of Iloilo), thereafter, donated the land to be used as city hall site to University of Philippines Iloilo consisting of Lot 1214-B, 1214-C, and 1214-D. Pio Sian Melliza then filed an action in the Court of First Instance of Iloilo against Iloilo City and the University of the Philippines for recovery of Lot 1214-B or of its value. The Court of First Instance dismissed the complaint and ruled that Julianna Melizza not only sold Lots 1214-C and 1214-D but also such other portions of lots as were necessary for the municipal hall site as stipulated in the contract. The Court of Appeals affirmed. Hence, this petition. Issue: Whether or not the conveyance by Juliana Melliza to Iloilo municipality included Lot 1214-B as a determinate thing Held: Yes. The Supreme Court held that a sale must have for its object a determinate thing, an this requirement is fulfilled as long as, at the time the contract is entered into, the object of the sale is capable of being made determinate without the necessity of a new or further agreement between the parties. The requirement in Melliza was deemed fulfilled under the contract of sale because it referred to the Arellano plan. At that time, the plan had long been in existence and it specifically provided for the land areas needed for the city hall site Therefore, at the time of the execution of the contract, the exact area of the land needed, which was the subject matter of the sale, could be determined by simply referring to the Arellano plan, without the parties needing to draw-up a new contract.

Limketkai Sons Milling, Inc. v. CA 250 SCRA 523 December 1, 1995 Melo, J.: Facts: Pedro Revilla, Jr., a licensed real estate broker was given formal authority by BPI to sell the lot for P1,000.00 per square meter. Revilla, thereafter, formally informed BPI that he had procured a buyer, herein petitioner. Petitioner's officials, Alfonso Lim and Albino Limketkai, went to BPI and confirm the sale. Alfonso Lim then asked if it was possible to pay on terms. The bank officials stated that there was no harm in trying to ask for payment on terms because in previous transactions, the same had been allowed. However, it was understood that should the term payment be disapproved, then the price shall be paid in cash. Petitioner later learned that its offer to pay on terms had been frozen. Alfonso Lim went to BPI to tender the full payment. The payment was refused. Petitioner also tendered to BPI Vice-President but the latter also refused to receive payment. An action for specific performance with damages was thereupon filed by petitioner against BPI. In the course of the trial, BPI informed the trial court that it had sold the property under litigation to National Book Store. The Regional Trial Court ruled in favor of the petitioner stating that there was a perfected contract of sale between petitioner and BPI. The Court of Appeals, however, reversed the decision because accordingly was no concurrence of the three requisites enumerated in Article 1318 of the Civil Code. Hence, this petition. Issue: Whether or not there was a perfected contract between petitioner Limketkai Sons Milling, Inc. and respondent Bank of the Philippine Islands (BPI) Held: Yes. The fact that the deed of sale still had to be signed and notarized does not mean that no contract had already been perfected. A sale of land is valid regardless of the form it may have been entered into. The requisite form under Article 1458 of the Civil Code is merely for greater efficacy or convenience and the failure to comply therewith does not affect the validity and binding effect of the act between the parties. If the law requires a document or other special form, as in the sale of real property, the contracting parties may compel each other to observe that form, once the contract has been perfected. Their right may be exercised simultaneously with action upon the contract

Ang Yu Asuncion v. CA 238 SCRA 602 December 2, 1994 Vitug, J.: Facts: Petitioner Ang Yu Asuncion and Keh Tiong are tenants and lessees of residential and commercial space owned by defendants Bobby Cu Unjieng, Rose Cu Unjieng and Jose Tan.. Respondents then informed plaintiffs that they are offering to sell the premises and are giving them priority to acquire the same. Defendants offered a price of P6-million while petitioners made a counter offer of P5-million.. Since the defendants never replied regarding the terms and conditions of the sale and learned that the defendants were about to sell the property, herein petitioners were compelled to file the complaint to compel defendants to sell the property to them. The RTC found that defendants' offer to sell was never accepted by the plaintiffs for the reason that the parties did not agree upon the terms and conditions of the proposed sale. However, the RTC ruled that should the defendants offer to sell the property at a price lower than P11million, the petitioners should be given right of first refusal. The Court of Appeals affirmed the decision; however given the petitioners the same right of refusal regardless of the selling price. While the case is still pending before the Supreme Court, the defendants sold the property to Buen Realty and Development Corporation for P15million. The petitioners then filed a motion to execute judgment rendered by the Court of Appeals for its exercise of right of first refusal. The defendants were ordered to execute the deed of sale in favor of petitioners. However, such order was reversed by the appellate court on appeal. Hence, this petition. Issue: Whether or not the petitioner has the right of first refusal Held: 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 1319 of the same Code. An option or an offer would require, among other things, 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. Even on the premise that such right of first refusal has been decreed under a final judgment, like here, its breach cannot justify correspondingly an issuance of a writ of execution under a judgment that merely recognizes its existence, nor would it sanction an action for specific performance without thereby negating the indispensable element of consensuality in the perfection of contracts. It is not to say, however, that the right of first refusal would be inconsequential for, such as already intimated above, an unjustified disregard thereof, given, for instance, the circumstances expressed in Article 19 of the Civil Code, can warrant a recovery for damages.