Reyes v. Court of Appeals
REITERATIONFacts
1. The Antecedents: The underlying dispute concerns a 4-unit apartment building in Manila, originally owned by Jose Ortañez. Ortañez offered to sell the building to his tenants, including petitioners Consuelo Reyes, Mario Francisco, and Marila Berceño (representing the late Felix Berceño), and respondent Angel Aseoche, for P150,000.00, granting them a 30-day window to respond. Reyes and Aseoche expressed interest in purchasing their respective units. Francisco and Berceño did not respond. Aseoche subsequently negotiated with Ortañez, leading to the sale of the entire building to Aseoche for P120,000.00, after which he registered the property in his name. Aseoche then informed the tenants of his ownership and requested they vacate within 90 days, intending to occupy the units himself. 2. Procedural History: On October 16, 1981, the petitioners filed a complaint against Aseoche and Ortañez for Annulment of Title/Sale with Damages, later amended to include a prayer for Specific Performance. The Regional Trial Court of Manila ruled in favor of the petitioners on April 8, 1987, ordering Aseoche to convey their respective units to them upon payment of their proportionate share of the P150,000.00 purchase price. Upon appeal by Aseoche, the Court of Appeals reversed the trial court's decision and dismissed the complaint. The petitioners' motion for reconsideration was denied, leading them to file the present petition for review on certiorari. 3. The Petition: The petitioners seek a review on certiorari of the Court of Appeals' decision, arguing that its findings contradict those of the trial court and that the judgment was based on a misapprehension of facts. They contend that they had commissioned Aseoche to negotiate the sale on behalf of all tenants and that the sale to Aseoche was tainted with fraud and bad faith. Specifically, they claim Aseoche pursued his own interests, Ortañez sold the building to Aseoche at a reduced price and on installment despite the initial offer to all tenants, and the deed of sale misrepresented the payment timeline. The petitioners assert that these issues fall under exceptions to the general rule against reviewing questions of fact in certiorari petitions.
Issue(s)
Whether there was a perfected agreement to sell between the petitioners and Jose Ortañez that was violated by the sale of the entire building to Angel Aseoche. Whether the sale between Angel Aseoche and Jose Ortañez was tainted with fraud and bad faith.
Ruling
The petition is DENIED and the challenged decision of the Court of Appeals is AFFIRMED.
Ratio Decidendi
On the issue of a perfected agreement to sell: The Court held that there was no perfected agreement to sell between the petitioners and Jose Ortañez. The offer to sell was made to all tenants with a priority right to buy their respective premises. Petitioners Francisco and Berceño did not respond to the offer, and their claim of verbal acceptance was unsubstantiated and denied by the administrator. Petitioners Reyes and Aseoche merely expressed an "interest to purchase" their respective units, which is distinct from an acceptance of the offer. Reyes's letter inquired about details and did not constitute a definite commitment to buy, especially since the price of her unit was not yet determined. Aseoche, however, pursued his interest and negotiated for the entire building, leading to a perfected sale between him and Ortañez. The Court reiterated that an unaccepted offer to sell creates no legal bond and that only an absolute or unqualified acceptance of a definite offer manifests the consent necessary to perfect a contract, citing Raroque vs. Marquez, et al. and Weldon Construction Corp. vs. Court of Appeals. On the issue of fraud and bad faith: The Court found that the petitioners failed to satisfactorily establish fraud or bad faith on the part of Aseoche. The petitioners' claims that Aseoche pursued selfish motives, that Ortañez sold the building to Aseoche for a lower price and on installment, and that the Deed of Absolute Sale misrepresented the payment date did not constitute the "fraud" contemplated by Article 1338 of the Civil Code, which refers to insidious words or machinations inducing consent. Even if these acts constituted bad faith, the petitioners, as strangers to the contract of sale between Ortañez and Aseoche, could not sue to annul it. The Court emphasized that only the party who was tricked into giving consent can invoke fraud, and strangers can only do so if prejudiced in their rights, which was not the case here as the petitioners had not acquired any right in the property prior to the sale. The Court concluded that the petitioners challenged the sale only after being asked to vacate, despite not having pursued their interest in buying when the offer was made.
Main Doctrine
An offer to sell requires an absolute and unqualified acceptance to perfect a contract; mere expression of interest is insufficient. Strangers to a contract cannot sue to annul it unless prejudiced in their rights.