A complaint for Speciﬁc Performance was ﬁled by Ang Yu Asuncion et al., against Bobby Cu Unjieng and Jose Tan. The plaintiﬀs were tenants or lessees of residential and commercial spaces owned by defendants in Binondo. On several conditions defendants informed the plaintiﬀs that they are oﬀering to sell the premises and are giving them priority to acquire the same.
During negotiations, Cu Unjieng oﬀered a price of P6- million while plaintiﬀs made a counter of oﬀer of P5-million. Plaintiﬀ thereafter asked the defendants to put their oﬀer in writing to which the defendants acceded. In reply to defendants’ letter, plaintiﬀs wrote, asking thatthey specify the terms and conditions of the oﬀer to sell. When the plaintiﬀs did not receive any reply, they sent another letter with the same request. Since defendants failed to specify the terms and conditions of the oﬀer to sell and because of information received that the defendants were about to sell the property, plaintiﬀs were compelled to ﬁle the complaint to compel defendants to sell the property to them.
The court dismissed the complaint on the ground that the parties did not agree upon the terms and conditions of the proposed sale, hence, there was no contact of sale atall. The Cu Unjieng spouses executed a Deed of Sale transferring the property inquestion to Buen Realty and Development Corporation. Buen Realty, as the new owner of the subject property, wrote to the lessees demanding the latter to vacate the premises. In its reply, it stated that Buen Realty and Development Corporation brought the property subject to the notice of lis pendens.
Can Buen Realty be bound by the writ of execution by virtue of the notice of lis pendens?
No. An obligation is a juridical necessity to give, to do or not to do (Art. 1156, Civil Code).
The obligation is upon the concurrence of the essential elements thereof, viz:
(a) the vinculum juris or juridical tie which is the eﬃcient cause established by the various sources of obligations; (b) the object which is the prestation or conduct, required to be observed; and (c) the subject-persons who, viewed demandability of the obligation are the active (oblige) andthe passive (obligor) subjects.
Among the sources of an obligation is a contract (Art. 1157), which is a meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service.
A contract undergoes various stages that include its negotiation or preparation, its perfection and, ﬁnally, its consummation. Until the contract is perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation. In sales, particularly, to which the case at bench belongs, the 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.
The registration of lis pendens must be independently addressed in appropriate proceedings. Therefore, Buen Realty cannot be held subject to the writ of execution issued by the respondent Judge, let alone ousted from the ownership and possession of the property, without ﬁrst being duly aﬀorded its day in court.