Breach of Obligation - Vasquez v Ayala Corporation Case Digest

Topic: Breach Topic: Breach of Obligations >> Modes of Breach - Mora Solvendi (Vasquez v Ayala Cororation! Facts: Souses Vasquez entered into a Me"orandu" of Agree"ent (MOA! #ith Ayala Cororation for their share of stoc$s in Conduit %evelo"ent& 'he "ain assets of Conduit is the )&) hectare of land (divided into Village *+ , and  of the %on Vicente Village! being develoed by Conduit& 'he develo"ent #as underta$en by .&/& Construction and %evelo"ent&  'he MOA #as signed on Aril ,+ *)0*+ the Closing of the agree"ent #as to hae haen n  #ee$s #ee$s after after the sig signi ning& ng& Ac Accor cordi ding ng to the the MOA+ MOA+ Ayala yala intend intends s to co"lete its develo"ent lan  years after the date of the agree"ent& Also+ that that Ayala yala agr agreed eed to give give the the eti etiti tion oner ers s a 1rst 1rst oti otion on to ur urchas chase e the the develo develoed ed lots at the revail revailing ing "ar$et "ar$et rice rice at the ti"e of the urchas urchase& e& After the e2ecution of the MOA+ Ayala susended the #or$ on Village *& Ayala then received a letter fro" 3ancer .eneral Builder+ infor"ing that they #ere clai"ing the a"ount of /*+45)+440&05 as the subcontractor of ./& ./& On March ,,+ *)0,+ ./ not being being able to reach reach an a"icable a"icable settle"ent #ith #ith 3ancer+ 3ancer sued ./ Construction+ Conduit and Ayala& ./ then 1led a cross-clai" against Ayala& yala& Both Both 3ance 3ance and ./ tried tried to en6oin en6oin Ayala Ayala for the develo" develo"ent ent of the roerty& 'he suit #as only ter"inated on 7ebruary *)+ *)08+ after Ayala aid both ./ and 3ancer&  'he Vasquez Vasquez souses+ believing that Ayala #as obligated to sell the" the lots  years after the agree"ent+ sent re"inder letters of the aroaching so-called deadline& Also+ 9ngr& 'urla (an authorized agent of the Vasquez! sent a letter to Ayala stating that they e2ected :the develo"ent of /hase * to be co"leted by 7eb *)+ *))5+  years after the legal roble"s #ith the revious contractor #as settled&; By early *))5+ Ayala #as able to 1nish the develo"ents and o
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 'he MOA seci1cally said :'he Buyer hereby commits that it #ill develo the ?e"aining /roerty into a 1rst class residential subdivision of the sa"e class as its e# Alabang Subdivision+ and that it intends to co"lete the 1rst hase under its a"ended develo"ent lan #ithin  years fro" the date of this Agree"ent; Also+ under Art **@) of the CC+ obligations #hose ful1ll"ent a day certain has been 12ed shall be de"andable only #hen that day co"es&

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=hile the 1rst hrase uses the #ord co""its in reference to the develo"ent itself+ the #ord intends #as used in relation to the develo"ent of the roerty #ithin  years& t is then un"ista$able that Ayala "erely e2ressed their intention in co"leting the develo"ent #ithin  years&

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An otion is a rearatory contract #hich one arty grants another+ for a 12ed eriod and at a deter"ined rice+ the rivilege to buy or sell+ or to decide #hether or not to enter into a rincial contract& n a right of 1rst refusal+ #hile the ob6ect "ight be deter"inate+ the e2ercise of the right #ould be indeendent not only on the grantors eventual intention to enter into a binding 6uridical relation #ith another but also on ter"s+ including the rice+ that are yet to be 1r"ed u&

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 'he Court held that the MOA is a "ere right of 1rst refusal and not an otion contract& 'he hrase :at the revailing "ar$et rice at the ti"e of the urchase; connotes that there is no de1nite eriod&

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Since it has been established that the MOA is a "ere right of 1rst refusal+ the Vasquez souses cannot co"el Ayala to sell the" the roerty at the *)0 rice& 'he "o"ent they re6ected the o
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 'he etition is %enied&