ANG YU ASUNCION vs. COURT OF APPEALS G.R. No. 109125, December 2, 1994

Fact: Petitioners filed a complaint against Unjiengs, before the Regional Trial Court alleging that Unjiengs informed Petitioners that they are offering to sell the premises and are giving them priority to acquire the same; that during the negotiations, Unjiengs offered a price of P6-million while Petitioners made a counter offer of P5-million; that Petitioners thereafter asked the Unjiengs to put their offer in writing to which request defendants acceded; that in reply to Unjiengs letter, plaintiffs asked to specify the terms and conditions of the offer to sell; that when Petitioners did not receive any reply, they sent another letter; that since defendants failed to specify the terms and conditions of the offer to sell and because of information received that defendants were about to sell the property, Petitioners were compelled to file the complaint to compel Unjiengs to sell the property to them. Judgment was rendered in favor of the Unjiengs and against the Petitioners summarily dismissing the complaint subject to the aforementioned condition that if the defendants subsequently decide to offer their property for sale for a purchase price of Eleven Million Pesos or lower, then the Petitioners has the option to purchase the property or of first refusal, otherwise, defendants need not offer the property to the Petitioners if the purchase price is higher than Eleven Million Pesos. While the case was pending consideration by the SC, the Unjieng spouses executed a Deed of Sale to the Private Defendant. Private Defendant wrote a letter to the Petitioners demanding that the latter vacate the premises. Petitioners replied to petitioner stating that petitioner brought the property subject to the notice of lis pendens regarding Civil Case No. 87-41058 annotated on TCT No. 105254/T-881 in the name of the Cu Unjiengs. The Petitioners filed a Motion for Execution to the RTC who ordered defendants to execute the necessary Deed of Sale of the property in litigation in favor of the Petitioners for the consideration of P15,000,000.00 and ordering the Register of Deeds of the City of Manila, to cancel and set aside the title already issued in favor of Private Defendant. The appellate court, on appeal to it by Private Defendant, set aside and declared without force and effect the above questioned orders of the court a quo. Hence this case.

Issue: Whether the plaintiff can compel defendants to execute the necessary Deed of Sale of the property in litigation in favor of the plaintiffs who has a right of first refusal?

Held: NO, The final judgment in in favor to the plaintiff was merely a “right of first refusal”. The consequence of such a declaration entails no more than what has heretofore been said. In fine, if, as it is here so conveyed to us, petitioners are aggrieved by the failure of private respondents to honor the right of first refusal, the remedy is not a writ of execution on the judgment, since there is none to execute, but an action for damages in a proper forum for the purpose.

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