1Isinama ko kahit pangSales yung iba kase hndi ko alam baka magamit or shit. Di ko mahanap iba sorry.ANG YU V. CA (Deember !"# $%%&'(AC)S*Petitioner Ang Yu Asuncion and Keh Tiong leased a property of respondents Bobby Cu Unjieng, Rose Cu Unjieng and ose Tan in Binondo !anila"Respondents infor#ed plainti$s that they are o$ering to sell the pre#ises and are gi%ing the# priority to ac&uire the sa#e"Respondents '! for the property but petitioners o$ered (!" Respondents acceted and as)ed petitioners to put in *riting the ter#s and conditions but the latter ne%er pro%ided such"+hen defendants *ere about to sell the property, plainti$s *ere co#pelled to ,le the co#plaint to co#pel defendants tosell the property to the#" Court recogni-es the right of ,rst refusal of the petitioner" .ot*ithstanding the court/s decision,respondent sold the property to Buen Realty and 0e%elop#ent Corporation"ISSU+*+1. petitioners can de#and speci,c perfor#ance to the respondents to sell to the# the property",+-D*The petitioners ne%er accepted the o$er *hen they refused to #a)e the ter#s and condition of the sale" As such, respondents has the right to sell the property to other parties"2%en if petitioners are aggrie%ed by the failure of pri%ate respondents to honor the right of ,rst refusal, the re#edy is not a *rit of e3ecution on the judg#ent, since there is none to e3ecute, but an action for da#ages in a proper foru# for the purpose Ang Yu Asuncion et al" %s" Court of Appeals and Buen Realty Corp"45"R" .o" 16718(, 0ece#ber 8, 1779:Ponente; Contract of sale %" Contract to sell> re#edies for%iolation of right of ,rst refusal(ats*Petitioners Ang Yu Asuncion et" al" are lessees of residential and co##ercial spaces o*ned by the Unjiengs" They ha%e been leasing the property and possessing it since 17?( and ha%e been paying rentals"@n 17A', the Unjiengs infor#ed Petitioners Ang Yu Asuncion that the property *as being sold and that Petitioners *ere being gi%en priority to ac&uire the# 4Right of Birst Refusal:" They agreed on a price of P(! but they had not yet agreed on the ter#s and conditions" Petitioners *rote to the Unjiengs t*ice, as)ing the# to specify the ter#s and conditions for the sale but recei%ed no reply" Cater, the petitioners found out that the property *as already about to be sold, thus they instituted this case for =peci,c Perfor#ance Dof the right of ,rst refusalE"The Trial Court dis#issed the case" The trial court also held that the Unjieng/s o$er to sell *as ne%er accepted by the 8Petitioners for the reason that they did not agree upon the ter#s and conditions of the proposed sale, hence, there *as no contract of sale at all" .onetheless, the lo*er court ruled that should the defendants subse&uently o$er their property for sale at a price of P11F#illion or belo*, plainti$s *ill ha%e the right of ,rst refusal"The Court of Appeals aGr#ed the decision of the Trial Court"@n the #eanti#e, in 1776, the property *as sold to 0e Buen Realty, Pri%ate Respondent in this case" The title to the property *as transferred into the na#e of 0e Buen and de#anded that the Petitioners %acate the pre#ises"Because of this, Petitioners ,led a #otion for e3ecution of theCA judge#ent" At ,rst, CA directed the =heri$ to e3ecute an order directing the Unjiengs to issue a 0eed of =ale in the Petitioner/s fa%our and nulli,ed the sale to 0e Buen Realty" But then, the CA re%ersed itself *hen the Pri%ate Respondents Appealed"Issues*1" +hether or not the Contract of =ale is perfected by thegrant of a Right of Birst Refusal"8" +hether or not a Right of Birst Refusal #ay be enforced in an action for =peci,c Perfor#ance",eld*1" .o" A Right of Birst Refusal is not a Perfected Contract of =ale under Art" 19(A or an option under Par" 8 Art 19H7 or an o$er under Art" 1?17" @n a Right of Birst Refusal, only the object of the contract is deter#inate" This #eans that no vinculum juris is created bet*een the sellerFo$eror and the buyerFo$eree"8" .o" =ince a contractual relationship does not e3ist bet*een the parties, a Right of Birst Refusal #ay not be enforced through an action for speci,c perfor#ance" @ts conduct is go%erned by the la* on hu#an relations under Art" 17F81 of the Ci%il Code and not by contract la*"Therefore, the =upre#e Court held that the CA could not ha%e decreed at the ti#e the e3ecution of any deed of sale bet*een the Unjiengs and Petitioners".ther /ules# Comments and Disussion*This case is notable because it lays do*n the rules on optionscontracts and right of ,rst refusal as *ell as pro#ises to buy and sell" Birst, the =upre#e Court discussed the stages of thefor#ation of a sales contract, these are;1" .egotiation I co%ers the period from the ti#e the prospecti%e contracting parties indicate interest in the contract to the ti#e the contract is concluded 4perfected:"8" Perfection I ta)es place upon the concurrence of the essential ele#ents thereof" @n a sales contract this is go%erned by Art" 19(A?" Consu##ation I begins *hen the parties perfor# theirrespecti%e underta)ings under the contract cul#inating in the e3tinguish#ent thereofUntil the contract is perfected 4.o" 8:, it cannot, as an independent source of obligation, ser%e as a binding juridical relation" A sales contract is perfected *hen a person, called the seller, obligates hi#self, for a price certain, to deli%er andto transfer o*nership of a thing or right to another, called thebuyer, o%er *hich the latter agrees 4Art 19(A:"Under Art" 19(A, there is no perfection of a sale under a JContract to =ellK" A Contract to =ell is characteri-ed as a conditional sale and the breach of the suspensi%e condition *ill pre%ent the obligation to transfer title fro# ac&uiring obligatory force"?Promises to Buy and SellUnconditional mutual promise to buy and sell I As long as theobject is #ade deter#inate and the price is ,3ed, can be obligatory on the parties, and co#pliance there*ith #ay accordingly be e3acted" The Right of Birst Refusal falls under this classi,cation"Accepted unilateral pro#ise I @f it speci,es the thing to be sold and the price to be paid and *hen coupled *ith a %aluable consideration distinct and separate fro# the price, is *hat #ay properly be ter#ed a perfected contract of option" This contract is legally binding" 4Par" 8 Art" 19(A: .oteho*e%er, that the option is a contract separate and distinct fro# the contract of sale" 1nce the option is e3ercised beforeit is *ithdra*n, a bilateral pro#ise to sell and to buy ensues and both parties are then reciprocally bound to co#ply *ith their respecti%e underta)ings"Ofers with a Period+here a period is gi%en to the o$eree *ithin *hich to accept the o$er, the follo*ing rules generally go%ern;1" @f the period is not itself founded upon or supported bya consideration I 1$eror #ay *ithdra* o$er at any ti#e before its acceptance 4or )no*ledge of its acceptance:" Lo*e%er, the right to *ithdra* #ust not be e3ercised *hi#sically or arbitrarily other*ise it can gi%e rise to da#ages under Art" 17 of the .e* Ci%il Code8" @f period is founded on a separate consideration I This is a perfected contract of option" +ithdra*al of the o$er *ithin the period of the option is dee#ed a breach of the contract of option 4not the sale:" J@f, in fact, the optionerFo$eror *ithdra*s the o$er before its acceptance 4e3ercise of the option: by the optioneeFo$eree, the latter #ay not sue for speci,c perfor#ance on the proposed contract 4JobjectK of the option: since it has failed to reach its o*n stage of perfection" The optionerFo$eror, ho*e%er, renders hi#self liable for da#ages for breach of the option"K?" 2arnest #oney I This is not an o$er *ith a period" 2arnest #oney is distinguished fro# the option contract if the consideration gi%en *ill be considered as a part of the purchase price of the object of the sale" 2arnest #oney is e%idence of a perfected contract of sale" 4Art" 19A8:Right of First RefusalThis is Jan inno%ati%e juridical relationK because it is neither a perfected contract of sale under Art" 19(A nor an option contract under par" 8 Art 19H7" The object #ight be #ade deter#inate, the e3ercise of the right, ho*e%er, is dependenton the o$eror/s e%entual intention to enter into a binding juridical relation *ith another but also on ter#s and conditions such as price" There is no juridical tie or vinculum juris"Breach of the right cannot justify correspondingly an issuanceof a *rit of e3ecution under a court judge#ent that recogni-es its e3istence, such as in Ang Yu Asuncion" An action for =peci,c Perfor#ance is not allo*ed under a Right of Birst Refusal because doing so *ould negate the indispensable ele#ent of consensuality in the perfection of contracts"This right is not inconse&uential because it gi%es right to an action for da#ages under Art" 17"Other Acts that Wont BindPublic ad%ertise#ents or solicitations I Construed as #ere in%itations to #a)e o$ers andMor proposals"9G./. no. $01213 (ebruary !3# "!$!Daasin 4. Daasin,erald 5lak Daasin#petitioner 4s.Sharon Del 6undo Daasin #respondent (AC)S*1n April 1779, petitioner and respondent got #arried here in the Philippines" The follo*ing yearrespondent got pregnant and ga%e birth to a baby girl *ho# they na#ed =tephanie" @nune of 1777respondent sought and obtained fro# the @llinoisCourt a di%orce decree against petitioner" @n its ruling,the @llinois court dissol%ed the #arriage of petitioner and respondent, a*arded to respondent solecustody of =tephanieand retained jurisdiction o%er the case for enforce#ent purposes"1n 8Ath of anuary 8668, petitioner and respondente3ecuted in !anila a contract 4Agree#ent:for the joint custody of =tephanie" T*o years after, petitioner sued respondent in the Regional TrialCourt of !a)ati City" Petitioner clai#ed that respondent e3ercised sole custody o%er =tephanie"Respondent sought the dis#issal of the co#plaint due to lac) of jurisdiction, since @llinois Court hold the jurisdiction in enforcing the di%orce decree"ISSU+*1" +hether the Trial Court ha%e the jurisdiction o%er the case8" +hether the agree#ent or contract is %alid ,+-D*Case *as dismissed dated !arch 1, 866("Court/s Rationale;@t is precluded fro# ta)ing cogni-ance o%er suit considering the @llinois Court/s retention of jurisdiction to enforce its di%orce decree, including its order a*arding sole custody of =tephanie to respondent" The di%orce decree is binding on petitioner follo*ing the Jnationality ruleK pre%ailing in this jurisdictionAgreement is 4oid The agree#ent is %oid for contra%ening Article 86?( paragraph ( of the Ci%il Codeprohibiting co#pro#ise agree#ents on jurisdiction"(AC)S*Petitioner sought reconsideration his ne* argu#ent is that the di%orce decree obtained byrespondent is %oid"Thus, the di%orce is no bar to the trial court/s e3ercise of jurisdiction o%er the case" @nits order on une 8?, 866(, the trial court denied reconsideration because petitioner is under the la*s of his nationality, *hich is A#erican" Lence, the petitioner ,led alternati%e theories for the %alidity of theagree#ent;