Issues:
ANG YU ASUNCION ET AL. VS. COURT OF APPEALS AND
BUEN REALTY CORP.
(G.R. NO. 109125, DECEMBER 2, 1994)
Ponente: Vitug
Topic: Sales; Contract of sale v. Contract to sell; remedies
for violation of right of first refusal
Facts:
Petitioners Ang Yu Asuncion et. al. are lessees of
residential and commercial spaces owned by the
Unjiengs. They have been leasing the property and
possessing it since 1935 and have been paying rentals.
In 1986, the Unjiengs informed Petitioners Ang Yu
Asuncion that the property was being sold and that
Petitioners were being given priority to acquire them
(Right of First Refusal). They agreed on a price of P5M but
they had not yet agreed on the terms and conditions.
Petitioners wrote to the Unjiengs twice, asking them to
specify the terms and conditions for the sale but received
no reply. Later, the petitioners found out that the
property was already about to be sold, thus they
instituted this case for Specific Performance [of the right
of first refusal].
The Trial Court dismissed the case. The trial court also
held that the Unjieng’s offer to sell was never accepted
by the Petitioners for the reason that they did not agree
upon the terms and conditions of the proposed sale,
hence, there was no contract of sale at all. Nonetheless,
the lower court ruled that should the defendants
subsequently offer their property for sale at a price of
P11-million or below, plaintiffs will have the right of first
refusal.
The Court of Appeals affirmed the decision of the Trial
Court.
In the meantime, in 1990, the property was sold to De
Buen Realty, Private Respondent in this case. The title to
the property was transferred into the name of De Buen
and demanded that the Petitioners vacate the premises.
Because of this, Petitioners filed a motion for execution
of the CA judgement. At first, CA directed the Sheriff to
execute an order directing the Unjiengs to issue a Deed
of Sale in the Petitioner’s favour and nullified the sale to
De Buen Realty. But then, the CA reversed itself when the
Private Respondents Appealed.
1. Whether or not the Contract of Sale is
perfected by the grant of a Right of First Refusal.
2. Whether or not a Right of First Refusal
may be enforced in an action for Specific
Performance.
Held:
1. No. A Right of First Refusal is not a
Perfected Contract of Sale under Art. 1458 or an
option under Par. 2 Art 1479 or an offer under
Art. 1319. In a Right of First Refusal, only the
object of the contract is determinate. This means
that no vinculum juris is created between the
seller-offeror and the buyer-offeree.
2. No. Since a contractual relationship does
not exist between the parties, a Right of First
Refusal may not be enforced through an action
for specific performance. Its conduct is governed
by the law on human relations under Art. 19-21
of the Civil Code and not by contract law.
Therefore, the Supreme Court held that the CA could not
have decreed at the time the execution of any deed of
sale between the Unjiengs and Petitioners.
Other Rules, Comments and Discussion:
This case is notable because it lays down the rules on
options contracts and right of first refusal as well as
promises to buy and sell. First, the Supreme Court
discussed the stages of the formation of a sales contract,
these are:
1. Negotiation – covers the
period from the time the prospective
contracting parties indicate interest in the
contract to the time the contract is concluded
(perfected).
2. Perfection – takes place upon the
concurrence of the essential elements thereof.
In a sales contract this is governed by Art. 1458
3. Consummation – begins when the
parties perform their respective undertakings
under the contract culminating in the
extinguishment thereof
Until the contract is perfected (No. 2), it cannot, as an
independent source of obligation, serve as a binding
juridical relation. A sales 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 (Art 1458).
Under Art. 1458, there is no perfection of a sale under a
“Contract to Sell”. A Contract to Sell is characterized as a
conditional sale and the breach of the suspensive
condition will prevent the obligation to transfer title
from acquiring obligatory force.
Promises to Buy and Sell
Unconditional mutual promise to buy and sell – As long
as the object is made determinate and the price is fixed,
can be obligatory on the parties, and compliance
therewith may accordingly be exacted. The Right of First
Refusal falls under this classification.
Accepted unilateral promise – If it specifies the thing to
be sold and the price to be paid and when coupled with
a valuable consideration distinct and separate from the
price, is what may properly be termed a perfected
contract of option. This contract is legally binding. (Par. 2
Art. 1458) Note however, that the option is a contract
separate and distinct from the contract of sale. Once the
option is exercised before it is withdrawn, a bilateral
promise to sell and to buy ensues and both parties are
then reciprocally bound to comply with their respective
undertakings.
Offers with a Period
Where a period is given to the offeree within which to
accept the offer, the following rules generally govern:
1. If the period is not itself founded upon
or supported by a consideration – Offeror may
withdraw offer at any time before its acceptance
(or knowledge of its acceptance). However, the
right to withdraw must not be exercised
whimsically or arbitrarily otherwise it can give
rise to damages under Art. 19 of the New Civil
Code
2. If period is founded on a separate
consideration – This is a perfected contract of
option. Withdrawal of the offer within the period
of the option is deemed a breach of the contract
of option (not the sale). “If, in fact, the optioner-
offeror withdraws the offer before its
acceptance (exercise of the option) by the
optionee-offeree, the latter may not sue for
specific performance on the proposed contract
(“object” of the option) since it has failed to
reach its own stage of perfection. The optioner-
offeror, however, renders himself liable for
damages for breach of the option.”
3. Earnest money – This is not an offer with
a period. Earnest money is distinguished from
the option contract if the consideration given
will be considered as a part of the purchase price
of the object of the sale. Earnest money is
evidence of a perfected contract of sale. (Art.
1482)
Right of First Refusal
This is “an innovative juridical relation” because it is
neither a perfected contract of sale under Art. 1458 nor
an option contract under par. 2 Art 1479. The object
might be made determinate, the exercise of the right,
however, is dependent on the offeror’s eventual
intention to enter into a binding juridical relation with
another but also on terms and conditions such as price.
There is no juridical tie or vinculum juris.
Breach of the right cannot justify correspondingly an
issuance of a writ of execution under a court judgement
that recognizes its existence, such as in Ang Yu Asuncion.
An action for Specific Performance is not allowed under
a Right of First Refusal because doing so would negate
the indispensable element of consensuality in the
perfection of contracts.
This right is not inconsequential because it gives right to
an action for damages under Art. 19.
Other Acts that Won’t Bind
Public advertisements or solicitations – Construed as
mere invitations to make offers and/or proposals.
Related Cases
The cases of Equatorial v. Mayfair and Parañaque Kings
v. Court of Appeals held that if a sale happens in violation
of a Right of First Refusal where the buyer is aware of the
existence of that right in favor of another (such as when
it is written in a lease contract), the sale may be
rescinded and the seller may be forced to offer the
property to the party with the Right of First Refusal.
However, the case of Ang Yu Asuncion may still be good
law for cases not involving a third party buyer in bad
faith.
EQUATORIAL V. MAYFAIR- SALE OF LAND
While execution of a public instrument of sale is
recognized by law as equivalent to the delivery of the
thing sold, such constructive or symbolic delivery is
merely presumptive. It is nullified by the failure of the
vendee to take actual possession of the land sold.
FACTS:
Carmelo & Bauermann, Inc. owned a land, together with
two 2-storey buildings at Claro M. Recto Avenue, Manila,
and covered by TCT No. 18529.
On June 1, 1967, Carmelo entered into a Contract of
Lease with Mayfair Theater Inc. fpr 20 years. The lease
covered a portion of the second floor and mezzanine of
a two-storey building with about 1,610 square meters of
floor area, which respondent used as Maxim Theater.
Two years later, on March 31, 1969, Mayfair entered into
a second Lease with Carmelo for another portion of the
latter’s property this time, a part of the second floor of
the two-storey building, and two store spaces on the
ground floor. In that space, Mayfair put up another
movie house known as Miramar Theater. The Contract of
Lease was likewise for a period of 20 years.
Both leases contained a clause giving Mayfair a right of
first refusal to purchase the subject properties. Sadly, on
July 30, 1978 - within the 20-year-lease term -- the
subject properties were sold by Carmelo to Equatorial
Realty Development, Inc. for eleven million smackers,
without their first being offered to Mayfair.
As a result of the sale of the subject properties to
Equatorial, Mayfair filed a Complaint before the Regional
Trial Court of Manila for the recission of the Deed of
Absolute Sale between Carmelo and Equatorial, specific
performance, and damages. RTC decided for Carmelo
and Equatorial. Tsk tsk.
CA reversed and ruled for Mayfair. The SC denied a
petition questioning the CA decision. What happened is
that the contract did get rescinded, Equatorial got its
money back and asserted that Mayfair have the right to
purchase the lots for 11 million bucks.
Decision became final and executory, so Mayfair
deposited with the clerk the 11M (less 847grand
withholding) payment for the properties (Carmelo
somehow disappeared).
Meanwhile, on Sept 18, 1997, barely five months after
Mayfair submitted its Motion for Execution, Equatorial
demanded from Mayfair backrentals and reasonable
compensation for the Mayfair’s continued use of the
subject premises after its lease contracts expired.
Remember that Mayfair was still occupying the premises
during all this hullabaloo.
ISSUE:
Whether or not Equatorial was the owner of the subject
property and could thus enjoy the fruits and rentals.
HELD:NO.
Nor right of ownership was transferred from Carmelo to
Equatorial since there was failure to deliver the property
to the buyer. Compound this with the fact that the sale
was even rescinded.
The court went on to assert that rent is a civil fruit that
belonged to the owner of the property producing it by
right of accession. Hence, the rentals that fell due from
the time of the perfection of the sale to petitioner until
its rescission by final judgment should belong to the
owner of the property during that period.
We remember from SALES that in a contract of sale, “one
of the contracting parties obligates himself to transfer
ownership of and to deliver a determinate thing and the
other to pay therefor a price certain in money or its
equivalent.”
Ownership of the thing sold is a real right, which the
buyer acquires only upon delivery of the thing to him “in
any of the ways specified in articles 1497 to 1501, or in
any other manner signifying an agreement that the
possession is transferred from the vendor to the
vendee.” This right is transferred, not by contract alone,
but by tradition or delivery. There is delivery if and when
the thing sold “is placed in the control and possession of
the vendee.”
While execution of a public instrument of sale is
recognized by law as equivalent to the delivery of the
thing sold, such constructive or symbolic delivery is
merely presumptive. It is nullified by the failure of the
vendee to take actual possession of the land sold.
For property to be delivered, we need two things.
Delivery of property or title, and transfer of control or
custody to the buyer.
Possession was never acquired by the petitioner. It
therefore had no rights to rent.
VILLONCO VS BORMAHECO
Fact:
This action was instituted by plaintiff against defendants
for the specific performance of a supposed contract for
the sale of land and the improvements thereon for one
million four hundred thousand pesos. Defendants are
the owners of 3 lots at 245 Buendia Avenue, Makati,
Rizal. There were negotiations for the sale of the said lots
and the improvements thereon between the parties.
Defendants made a written offer to plaintiff for the sale
of the property with conditions; Plaintiff in its letter of
March 4, 1964 made a counter- offer for the purchase of
the property with the check for P100,000 as earnest
money which was received by Cervantes. In the voucher-
receipt evidencing the delivery the broker indicated in
her handwriting that the earnest money. Then,
unexpectedly, in a letter dated March 30, 1964, or
twenty-six days after the signing of the contract of sale,
defendant returned the earnest money, with interest. In
a letter dated April 7, 1964 plaintiff returned the two
checks to Bormaheco, Inc., stating that the condition for
the cancellation of the contract had not arisen and at the
same time announcing that an action for breach of
contract would be filed against Defendants, Hence this
case.
Issue:
Whether the Contract of Sale was perfected between the
Parties?
Held:
Yes, Contracts are perfected by mere consent, and from
that moment the parties are bound not only to the
fulfillment of what has been expressly stipulated but also
to all the consequences which, according to their nature,
may be in keeping with good faith, usage and law” (Art.
1315, Civil Code). Consent is manifested by the meeting
of the offer and the acceptance upon the thing and the
cause which are to constitute the contract. The offer
must be certain and the acceptance absolute. A qualified
acceptance constitutes a counter-offer” (Art. 1319, Civil
Code). “An acceptance may be express or implied”.
Bormaheco’s acceptance of Villonco Realty Company’s
offer to purchase the Buendia Avenue property,
indubitably proves that there was a meeting of minds
upon the subject matter and consideration of the sale.
Therefore, on that date the sale was perfected. Not only
that Bormaheco’s acceptance of the part payment of one
hundred thousand pesos shows that the sale was
conditionally consummated or partly executed subject to
the purchase by Bormaheco, Inc. of the Punta property.
DOROMAL V. CA (September 5, 1975)
FACTS:
A parcel of land in Iloilo were co-owned by 7 siblings all
surnamed Horilleno. 5 of the siblings gave a SPA to their
niece Mary Jimenez, who succeeded her father as a co-
owner, for the sale of the land to father and son
Doromal. One of the co-owner, herein petitioner,
Filomena Javellana however did not gave her consent to
the sale even though her siblings executed a SPA for her
signature. The co-owners went on with the sale of 6/7
part of the land and a new title for the Doromals were
issued.
Respondent offered to repurchase the land for 30K as
stated in the deed of sale but petitioners declined
invoking lapse in time for the right of repurchase.
Petitioner also contend that the 30K price was only
placed in the deed of sale to minimize payment of fees
and taxes and as such, respondent should pay the real
price paid which was P115, 250.
ISSUE:
WON the period to repurchase of petitioner has already
lapsed.
HELD:
Period of repurchase has not yet lapsed because the
respondent was not notified of the sale. The 30-day
period for the right of repurchase starts only after actual
notice not only of a perfected sale but of actual execution
and delivery of the deed of sale.
The letter sent to the respondent by the other co-owners
cannot be considered as actual notice because the letter
was only to inform her of the intention to sell the
property but not its actual sale. As such, the 30-day
period has not yet commenced and the respondent can
still exercise his right to repurchase.
The respondent should also pay only the 30K stipulated
in the deed of sale because a redemptioner’s right is to
be subrogated by the same terms and conditions
stipulated in the contract.
GOLDENROD INC. V. CA (November 04, 1998)
FACTS:
Respondents Barreto realty owns 43 parcels of land in
Quiapo Manila which they mortgaged in UCPB.
Respondent sold the property to petitioner Goldenrod
who In turn pays 1M earnest money and promise to pay
respondent’s debt to UCPB. Respondent caused 2 land
titles to the property.
Petitioner was not able to pay UCPB and the latter did
not agree for and extension. Hence, petitioner rescinded
the contact and demands the return of the earnest
money.
Respondent did not oppose the recession but did not
gave the earnest money. They even sold the first lot to
Asiaworld Trade Center and the other lot to UCPB for
payment of their mortgage.
ISSUE:
WON respondent should return the earnest money of
the petitioner.
HELD:
Earnest money is a part of payment of a sale. Art. 1385
of the Civil Code provides that rescission creates the
obligation to return the things which were the object of
the contract together with their fruits and interest. Since
the respondent did not oppose the extra-judicial
rescission, they should return the earnest money of the
petitioner. It would be most inequitable if respondent
BARRETTO REALTY would be allowed to retain
petitioner's payment of P1,000,000.00 and at the same
time appropriate the proceeds of the second sale made
to another.
DALION VS CA
FACTS: A land in Southern Leyte was declared in the
name of Segundo Dalion. Sabesaje sude to recover
ownership this land based on a private document of
absolute sale, allegedly executed by Segundo Dalion.
Dalion however denied the sale saying that; The
document was fictitious. His signature was a forgery. And
That the land is conjugal property, which he and his wife
acquire in 1960 from Saturnina Sabesaje as evidenced by
the “Escritura de Venta Absoluta.”
The spouses denied the claims of Sabesaje that after
executing a deed of sale over the parcel of land, they had
pleaded with Sabesaje to be allowed to administer the
land because Dalion did not have livelihood.
Spouses Dalion admitted however administering 5
parcels of land in Southern Leyte which belonged to
Leonardo Sabesaje, grandfather of Sabesaje who died in
1956.
The Dalions never received their agreed 10% and 15%
commission on the sales of copra and abaca. Sabesaje’s
auit, they say, was intended merely to harass and
forestall Dalion’s threat to sue for these unpaid
commissions. RTC decided in favor of Sabesaje and
ordered the Dalions to deliver the parcel of land in a
public document. CA affirmed.
ISSUE:
WON the contract of sale is valid?
HELD:
YES. The provision of Article 1358 of the Civil Code on the
necessity of a public document is only for convenience,
not for validity or enforceability. In this case, the contract
of sale was embodied in a private document and it does
not affect the validity of the contract. Therefore, the
contract of sale is valid.
The authenticity of the signature of Dallion was proven
by the testimony of several witness including the person
who made the deed of sale. Dalion never presented any
evidence or witness to prove his claim of forgery.
Dallion’s claim that the sale is invalid because it was not
made in a public document is of no merit. This argument
is misplaced. The provision of Art. 1358 on the necessity
of a public document is only for convenience, not for
validity or enforceability. It is not a requirement for the
validity of a contract of sale of a parcel of land that this
be embodied in a public instrument. Sale is perfected
upon meeting of the minds of both parties.
YUVIENCO V. DACUYCUY (May 27, 1981)
FACTS:
Petitioners own a property in Tacloban City which they
intend to sell for 6.5M. They gave the respondents the
right to purchase the property nut only until July 31,
1978. Respondents replied that they agree to buy the
property and they will negotiate for details. Petitioner
sent another telegram informing respondents that their
proposal is accepted and a contract will be prepared.
Lawyer of defendant, Mr.Gamboa, arrived bringing a
contact with an altered mode of payment which says that
the balance payment should be paid withing 30 days
instead of the former 90 days. (Otiginal terms: 2M
payment upon execution. 4.5M after 90 days)
ISSUE:
WON there was already a perfected contract of sale
between the parties.
HELD:
There was no perfected contract of sale yet because both
parties are still under negotiation and hence, no meeting
of the minds. Mr.Gamboa even went to the respondents
to negotiate for the sale. Even though there was an
agreement on the terms of payment, there was no
absolute acceptance because respondents still insisted
on further details.
With regard to the alleged violation of terms of payment,
there was no written document to prove that the
respondents agreed to pay not in cash but in installment.
In sale of real property, payment of installment must be
in requisite of a note under the statute of frauds.
FIRST PHILIPPINE INTERNATIONAL BANK VS COURT OF
APPEALS
252 SCRA 259 [GR NO. 115849 JANUARY 24, 1996]
Facts: In the course of its banking operations, the
defendant Producer Bank of the Philippines acquired 6
parcels of land with a total area of 101 hectares located
at Don Jose, Sta. Rosa, Laguna and covered by TCT No. T-
106932 to T-106937. The property used to be owned by
BYME Investment and Development Corporation which
hd them mortgaged with the bank as collateral for a loan.
The plaintiff originals, Demetrio Demetria and Jose
Janolo wanted to purchase the property and thus
initiated negotiations for that purpose. In the early part
of August 1987 said plaintiffs, upon the suggestion of
BYME investment’s legal counsel, Fajardo met with
defendant Mercurio Rivera, manager of the property
management department of the defendant bank. The
meeting was held in pursuant to plaintiffs’ plan to buy
the property. After the meeting, plaintiff Janolo,
following the advice of defendant Rivera made a formal
purchase offer to the Bank through a letter dated August
30,1987. Negotiations took place and an offer price was
fixed at P5.5million. During the course of the
negotiations, the defendant bank was placed under
conservatorship and a new conservator was appointed
to which the name has been refused to recognize. A
derivative suit has been filed against Rivera for the
damages suffered from the alleged perfect contract of
sale involving the 6 parcels of land.
Issue: Whether or not a derivative suit may lie involving
the bank and its stockholders.
Held: No. An individual stockholder is permitted to
institute a derivative suit on behalf of the corporation
wherein he hold stock in order to protect or vindicate
corporate rights, whenever the officials of the
corporation refuse to sue, or are the ones, to be sued or
hold the control of the corporation. In such actions, the
suing stockholder is regarded as a nominal party with the
corporation as the real party in interest.
In the face of the damaging admissions taken from the
complaint in the second case, petitioners, quite
strangely, sought to deny that the second case was a
derivative suit, reasoning that it was brought not by the
minority shareholders, but by Henry Co. etal. who not
only hold or control over 80% of the outstanding capital
stock, but also constitute the majority in the board of
directors of petitioners bank. That being so, then they
really represent the bank, so whether they sued
derivatively or directly, there is undeniably an identity of
interest/entity represented.
In addition to the many cases, where the corporate
fiction has been regarded, we now add the instant case,
and declare herewith that the corporate veil cannot be
used to shield an otherwise blatant violation of the
prohibition against forum shopping. Shareholders,
whether suing as the majority in direct actions or as the
minority in a derivative suit, cannot be allowed to trifle
with court processes particularly where, as in this case,
the corporation itself has not been remiss in vigorously
prosecuting or defending corporate causes and in using
and applying remedies available to it. To rule otherwise
would be to encourage corporate litigants to use their
shareholders as fronts to circumvent the stringent rules
against forum shopping.
From the facts, the official bank price, at any rte, the
bank placed its official, Rivera is a position of authority to
accept offers to buy and negotiate the sale by having the
offer officially acted upon by the bank. The bank cannot
turn around and say, as it now does, that what Rivera
states as the bank’s action on the matter is not in fact so.
It is a familiar doctrine, the doctrine of ostensible
authority, that if a corporation on knowingly permits one
of its officers, or any other agent, to do acts within the
scope of apparent authority, and thus holds him out to
the public as possessing power to do those acts, the
corporation will, as against any one who has in good faith
dealt with the corporation through such agent, he
estopped from denying his authority.
A bank is liable for wrongful acts of its officers done in
the interest of the bank or in he course of dealings of the
officers in their representative capacity but not for acts
outside the scope of their authority. A bank holding out
its officers and agents as worthy of confidence will not
be permitted to profit by the frauds they my thus be
enabled to perpetrate in the apparent scope of their
employment; nor will it be permitted to shrink its
responsibility for such fraud even through no benefit
may accrue to the bank therefrom. Accordingly, a
banking corporation is liable to innocent third persons
where the representation is made in the course of its
business by an agent acting within the general scope of
its authority even though, in the particular case, the
agent is secretly abusing his authority and attempting to
perpetrate fraud upon his principal or some other
person, for his own ultimate benefit.
Section 28-A of BP 68 merely gives the conservator
power to revoke contracts that are, under existing law,
deemed not to be effective – i.e void, voidable,
unenforceable or rescissible. Hence, the conservator
merely takes the place of a bank’s board of directors.
What the said board cannot do – such as repudiating a
contract validly entered into under the doctrine of CUYUGAN VS. SANTOS
implied authority – the conservator cannot do either.
FACTS:
VDA. DE JOMOC V. CA (August 02, 1991)
A deed of sale was executed as a security for loan
FACTS: that Guillerma have with Santos. In the deed of sale,
Guillerma shall continue to have possession of the land
A parcel of land in CDO owned by late Pantaleon Jomoc and pay the loaned amount. Cuyagan offered to pay the
was fictitiously sold to third persons in which the last balance of the amount that his mother owed to Santos
transferee are the spouses Mariano and Maria So. Maria but the latter refused. Santos filed an action alleging that
Vda de Jomoc filed suit to recover the property and won. the period of the right to repurchase has expired.
While pending appeal, Vda de Jomoc executed executed Cuyugan contended that the sale was only a security of
a Deed of Extrajudicial Settlement and Sale of Land with the loan or mortgage.
private respondent for P300,000.00. The document was ISSUE:
not yet signed by all the parties nor notarized but in the
meantime, Maura So had made partial payments WON the transaction is a sale or mortgage?
amounting to P49,000.00.
HELD:
So demanded from the heirs of Jomoc for the execution
of final deed of conveyance but the latter did no comply. MORTGAGE. Under the law, the intention of the parties
As such, So filed a civil case and a notice of lis pendens shall be given force not the provisions of the instrument
on its face. In the case at bar, what was intended by the
were placed in the title of the land.
parties was for the deed of sale to be a consideration for
On the same date, the heirs of Jomoc executed another a loan or mortgage. Therefore, the transaction was
extra-judicial settlement with absolute sale in favor of mortgage.
intervenors Lim Leong Kang and Lim Pue claiming that
they believe that So already backed-out from the
agreement.
ISSUE:
WON the sale is enforceable.
HELD:
Since petitioners admit the existence of the extra-judicial
settlement, the court finds that there was meeting of the
minds between the parties and hence, there is a valid
contract that has been partly executed.
The contract of sale of real property even if not complete
in form, so long as the essential requisites of consent of
the contracting parties, object, and cause of the
obligation concur and they were clearly established to be
present, is valid and effective as between the parties.
Public document is only needed to bind third persons.
The payment made by So is a clear proof of her intention
to acquire the property and the petitioners cannot claim
about the respondent backing out. The sale to the
intervenors Lim cannot be recognized because when
they bought the property, there was already a notice of
lis pendens and the sale cannot be said to be in good
faith.