Ang vs.

CA, 170 SCRA 286 FACTS:  Ernesto and Rosalinda Ang, brother and sister, are the owners of 3 parcels of land located at Quezon City with an aggregate area of 2,096 sq. m which they purchased at a price of P680,000.00  Negotiations were undertaken for the sale of the properties between the Ang as sellers and Lee Chuy Realty Corporation, through its president Henry Lee Chuy as buyer.  Lee Chuy issued in favor of Ang a check in the amount of P50,000.00 together with a receipt embodying the terms and conditions of their agreement indicating the agreed total price of P1,600,000.  The accompanying receipt was not returned by Ang and instead another receipt prepared and signed by Ang which did not state the agreed price and forwarded to Lee Chuy.  Ang demanded to Lee Chuy to pay the balance of the purchase price and failure to do so will result in the cancellation of their agreement.  Lee Chuy replied that they had been ready since December to perform its part of the agreement while Ang had not yet complied with their undertaking to clear the subject properties of the obstructions thereon  Ang demanded the refund of the P 50,000.00 down payment on account of the failure of Ang to comply with their undertaking and their subsequent withdrawal from the sale.  Upon the failure of the Ang to return the down payment, Lee Chuy filed a complaint for the collection of a sum of money with damages before RTC.  The trial court rendered its decision in favor of Ang.  CA reversed the RTC decision and held that Ang were the ones who breached the agreement. ISSUE:
1. 2.

What is the agreed price for the sale of the properties Whether or not Ang breach the agreement

RULING: 1. There is no doubt that there was a perfected contract for the sale as evidenced by the down payment of P50,000.00.  If the price was really P2,340,000, they could have easily written the amount in the receipt. Ang were the ones who clearly caused the obscurity when they omitted the purchase price in the receipt they prepared and signed. Hence, such obscurity must be construed against them. If the true price was P2,340,000, it would be unusual for Ang to enter into such an agreement with Chua at a lesser purchase price. The only logical conclusion is that Ang had intentionally omitted the price of P1,600,000 in the receipt they signed

. Ang thereby committed a serious breach of the agreement."      .  CA found that Ang breached the agreement when they failed to undertake fulfillment of the 2 conditions. resolve the contract. * The claim of Ang is that they could no longer accept the offers from Dolora Chua because of their previous commitment with Lee Chuy..We find no cogent basis to view the same as a mere offer. 000 downpayment of Lee Chuy. rescission wig not be permitted for a slight or casual breach of the contract. the power to rescind is implied and any of the contracting parties may. it was the failure of the Ang to comply with the conditions of the agreement that caused the delay in the payment by Lee. There was a perfected contract of sale and the purchase price was set at P1. The records show that Ang had entered into an "Agreement of Purchase or Sale" with Dolora 1 day before the date of the receipt of down payment.000 from Chua as down payment with the balance of the purchase price of P2. While it is true that in reciprocal obligations. When Ang refused to proceed with the sale unless Lee agreed to pay the higher price. The rescission of the contract may not be allowed on this ground alone. This is another breach of their agreement. they can no longer perform to deliver the property to Lee.000. Rescission may be had only for such breaches that are so substantial and fundamental as to defeat the object of the parties in making the agreement.This pretension is not supported by the evidence.600. such breach does not warrant a resolution of the contract. Ang cannot increase the purchase price agreed upon without the consent of private respondent. Ang is liable to refund the P 50. upon non-fulfillment by the other party of his part of the obligation. * Ang also argue that the document is an agreement and not a mere offer. However. The two conditions that were breached by petitioners are not essential for the fulfillment of the obligations to but merely an incidental undertaking. Lee Chuy at first did not seek to rescind the contract on the basis of the nonfulfillment of these conditions.00 to be paid in full at the time the land shall have been cleared and that Ang bind themselves to deliver to Chua the deed of sale upon full payment. Ang shall deliver a deed of absolute sale in favor of Lee Chuy with all pertinent papers necessary. Since Ang had already sold the properties to Chua. Lee had the right to rescind the agreement. such as the contract of purchase and sale.160. Lee in fact sought definite advice from Ang as to when they can comply with the conditions. Yes. CA aptly characterized the actuations of Ang to be "double-dealing. (1) that Ang will remove and clear the subject property of all occupants and obstructions and (2) that when the property is cleared of all occupants and obstructions. 2.either to compel Lee Chuy to agree to a price increase or to enable them to back out of their agreement notwithstanding their plan to reduce their capital gains tax liability.000. It is clearly stated in the agreement that petitioners received P20. Indeed.

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