FIRME v. BUKAL ENTERPRISES & DEVELOPMENT CORP.

414 SCRA 190

CARPIO, J.:

FACTS: Petitioners are a husband and wife who own a parcel of land in Quezon City, for
which respondent made an offer to purchase.
This offer towards the couple became morphed into a complaint for performance
and damages brought to court against them, alleging that the pair had reneged on their agreement
to sell the property and praying that the deed of sale for that property be executed. Initially
receptive to the transaction (after a few changes to the above deed), the couple later turned their
back on the deal, no longer interested in selling the property and ordering them to remove
whatever fixtures or improvements have been made. This, after the respondent firm had already
covered various expenses regarding the transfer of the property, paid for improvements, and
spent funds on relocating families that were squatting on the property in question. They failed to
comply, choosing to file suit to have the sale occur.
Still, the trial court ruled against the respondent, ordering them to pay petitioner
various damages as well as costs and attorney’s fees. It also noted that the consent of the part of
the petitioners was not established, who had simply backed off during negotiation – thus there
was no perfected contract of sale.
This was overturned on appeal, where the court ruled that the spouses had given
respondent the right to exercise ownership in permitting them to establish improvements and
evict the squatters within the property. Taken together, these acts constitute partial performance
of the contract of sale.
ISSUE: WON there was a perfected contract between petitioner and respondent
RULING: The Court rules in the negative. It is after all visible that there had been no
agreement between the two sides regarding the potential transaction, even taking into account the
document asserting itself as a contract of sale. Respondent had, in fact, built in bad faith,
refurbishing the property even though it was not yet accorded to them by the owners. After all,
despite their earlier consent, the petitioners had remained steadfast in their later rejection of the
deal.
The decision of the Court of Appeals is set aside; it is to be declared that there
was no perfected contract of sale and that the petitioner was to be paid nominal damages.