Villonco Realty vs. Bormaheco Inc. [G.R. No. L-26872. July 25, 1975.

] Facts: Spouses Cervantes are owners of parcels of land located in Makati. The parcels of land were mortgaged to the Development Bank of the Philippines (DPB), which was fully payed on 10 July 1969. Francisco Cervantes is the President of Bormaheco Inc. The said company used the aforementioned lots for business purposes. The property are situated adjacent to the property of herein petitioner company. In 1964, the lots were then negotiated for its sale to the brothers Villongco, through the intervention of Edith Perez de Tagle, a real estae-broker. In the course of the negotiation, Cervantes did not inform De Tagle and Villongco that the lots were mortgaged to DBP. After negotiations, the sale was perfected and Villongco sent a check as earnest money being subject to the terms and conditions of Bormaheco. Cervantes then returned the earnest money having no interest to sell the property. Petitioners filed an action for specific performance for the sale of the lots. Respondent argued that there was no perfected sale because they returned the earnest money, thus there was no meeting of the minds. Issue: WON there was a contract of sale Held:Yes By the contract of sale one of the contracting parties obligates himself to transfer the ownership of and to deliver a determining thing, and the other to pay therefor a price certain in money or its equivalent. There was a meeting of the minds between the two parties.

Ang Yu Asuncion, et.al. vs. CA [G.R. No. 109125. December 2, 1994.] Facts: Petitioners are lessees of residential and commercial spaces owned by respondents in Binondo Manila. Respondents, on several occasions, informed the plaintiffs that they are to sell the property in which the latter is residing in. Respondents also stated that they are to give the plaintiffs priority During negotiations, Bobby 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 that they 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.

When defendants were about to sell the property, plaintiffs were compelled to file the complaint to compel defendants to sell the property to them. Court recognizes the right of first refusal of the petitioner. Notwithstanding the court s decision, respondent sold the property to Buen Realty and Development Corporation. Issue: Was there a perfected contract of sale, so as to allow the plaintiffs to demand specific
performance to the respondents to sell to them the property. Held: no

The petitioners never accepted the offer when they refused to make the terms and condition of the sale. As such, respondents has the right to sell the property to other parties. Even if petitioners are aggrieved by the failure of private respondents to honor the right of first refusal, the remedy is not a writ of execution on the judgment, since there is none to execute, but an action for damages in a proper forum for the purpose