Alfredo vs 

Borras 404 SCRA 145 June 17, 2003

Facts:
In this case, a patch of land measuring 81,524 square meters (Subject Land) in Barrio
Culis, Mabiga, Hermosa, Bataan is at concern. The Development Bank of the Philippines (DBP)
had mortgaged the Subject Land for P7,000.00 to the Petitioners (Godofredo and Carmen). To
repay the debt, Carmen and Godofredo marketed the Subject Land to third parties (Armando and
Adelia) for P15,000.00, with the buyers paying the DBP loan and interest, and the sellers
receiving the balance in cash. The money for Armando and Adeliagave, Godofredo and Carmen
to fund the loan to DBP, which agreed the mortgage release. The subsequent then paid the
remainder of the Subject Land's appraised value, in which Carmen received an invoice dated
March 11, 1970. The Subject Land was then taken over by them. Armando and Adelia later
learned that Godofredo and Carmen had re-sold parts of the Land to a number of different
people. The petitioners were then served with a lawsuit for particular results by the third parties.
Issue:
Whether or not the parties had a completely executed the contract of sale?
Ruling:
The contract of sale in between spouses Godofredo and Carmen as well as Armando and
Adelia was a perfected contract. A contract is perfected when the negotiating parties agree on the
specific purpose and the reason for the commitment. The subject land is the focus of the sale in
this scenario, and the price is fixed at P15,000.00. The prosecution and appellate court
determined that the parties had reached an agreement on the selling of the Subject Land and the
P15,000.00 sales price. The contract for the sale of the Subject Land has since been completed
since both the seller as well as the buyers have fulfilled their contractual obligations. In a
contract of sale, the seller agrees to pass possession of the specific item purchased and deliver it
to the buyer, who agrees to pay a specific price to the seller. Godofredo and Carmen transferred
the Subject Land to Armando and Adelia in this situation, Armando and Adelia paid the full
purchase cost, as shown by Carmen's receipt.

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United Muslim and Christian Urban Poor Association v. Bryc-V Development Corp. July 31,
2009
Facts:
The (UMCUPAI) also known as the United Muslim and Christian Urban Poor
Association has declared its intention of buying (SFC) Sea Foods Corporation's Lot 300.  SFC
signed a Letter of Intent to Sell and a Written agreement to Buy, stating that SFC would market
the lot for P105.00 per sq meter and also that UMCUPAI would try to collect the funding needed
to complete the sale. While UMCUPAI have been unable to obtain a loan to purchase Lot 300,
the lot was split into three smaller properties, including one that UMCUPAI has been able to
buy. Bryc-V Production Corp bought one of the three lots from SFC. UMCUPAI is now
attempting to void the transaction, claiming that possession had already been passed to them
because the Letters of Intent were in the form of a Conditional Contract of Sale.
Issue:
Whether or not to consider the Letters of Intention to be a Conditional Contract of Sale?
Ruling:
A Letter of Intent is not really a contract between both parties since it does not obligate
any party to offer anything or provide a service toward the other. An intention is nothing more
than a feeling, a target, or a strategy. It is merely a declaration to enter into the contract and does
not represent a specific proposal. The offer must be absolute, simple, and irreversible in order for
a contract to be perfected. As a result, this can be called a Conditional Contract of Sale in which
property has already vested in UMCUPAI and is only subjected to the satisfaction of a
suspensive requirement. In a Conditional Contract of Sale, a third party could be deemed a
purchaser acting in bad faith if it can be demonstrated that he had been informed when he
purchased the property in question, it had been the object of a contract of sale with another
contracting parties, where in case his rights was violated by the first purchaser's rights.Because
there is no Conditional Contract of Sale or another agreement of sale, Bryc-V cannot be found
responsible for buying in bad faith.