G.R. No.

109125 December 2, 1994

ANG YU ASUNCION, ARTHUR GO AND KEH TIONG, petitioners,

vs.
THE HON. COURT OF APPEALS and BUEN REALTY DEVELOPMENT
CORPORATION, respondents.

FACTS

Petitioners filed a petition for review assailing the Court of Appeals’ decision in favor of the
defendants. Petitioners were tenants of the commercial space owned by Bobby Cu Unjieng, Rose
Cu Unjieng, and Jose Tan. The defendants planned to sell the subject property and offered it
initially to the petitioners, given that they were tenants since 1935. After negotiations, the
petitioners did not receive any response from the defendants. Consequently, the petitioners
wrote a letter to the defendants to specify the terms and conditions of the offer to sell then they
were compelled to file a complaint requiring the defendants to sell the property to them.
However, the defendants denied the material allegations of the complaint and interposed a
special defense of lack of action.

During the pendency of the case, the defendant executed a Deed of Sale transferring the
property to Buen Realty and Development Corporation.

ISSUE/S

Whether or not Cu Unjieng should be compelled to sell the property to the petitioners.

RULING

NO. The court held that the defendants should not be compelled to sell the petitioners. A
contract that is consensual as to perfection is so established upon a mere meeting of minds, i.e.,
the concurrence of the offer and acceptance, on the object and on the cause thereof. A contract
that requires, in addition to the above, the delivery of the object of the agreement, as in a pledge
or commodatum, is commonly referred to as a real contract.

When the sale is not absolute but conditional, such as in a "Contract to Sell" where invariably
the ownership of the thing sold is retained until the fulfillment of a positive suspensive condition
(normally, the full payment of the purchase price), the breach of the condition will prevent the
obligation to convey title from acquiring an obligatory force.