BANK OF COMMERCE VS MANALOFACTS:The Xavierville Estate, Inc. was the owner of parcels of land in Quezon City, known as theXavierville Estate Subdivision, with an area of ! hectares. XEI caused the subdivision of the propertyinto residential lots, which was then offered for sale to individual lot buyers.So"eti"e in #$%!, then XEI president E"erito &a"os, 'r. contracted the services of En(r.Carlos )analo, 'r. who was in business of drillin( deep water wells and installin( pu"ps under thebusiness na"e *urricane Co""ercial, Inc. +or ,-,..%.//, )analo, 'r. installed a water pu"p at&a"os residence at the corner of 0urora 1oulevard and 2atipunan 0venue, Quezon City. )analo, 'r.then proposed to XEI, throu(h &a"os, to purchase a lot in the Xavierville subdivision, and offered aspart of the downpay"ent the ,-,..%.// &a"os owed hi". XEI, throu(h &a"os, a(reed. In a letterdated +ebruary ., #$%!, &a"os re3uested )analo, 'r. to choose which lots he wanted to buy so thatthe price of the lots and the ter"s of pay"ent could be fi4ed and incorporated in the conditional sale.)analo, 'r. "et with &a"os and infor"ed hi" that he and his wife ,erla had chosen 5ots # and ! of1lock ! with a total area of #,%6.- s3uare "eters.In a letter dated 0u(ust !!, #$%! to ,erla )analo, &a"os confir"ed the reservation of thelots. *e also pe((ed the price of the lots at ,!66.66 per s3uare "eter, or a total of ,-.,6/6.66, witha !67 down pay"ent of the purchase price a"ountin( to ,/$,/#!.66 less the ,-,..%.// owin( fro"&a"os, payable on or before 8ece"ber -#, #$%!9the correspondin( Contract of ConditionalSalewould then be si(ned on or before the sa"e date, but if the sellin( operations of XEI resu"ed after8ece"ber -#, #$%!, the balance of the downpay"ent would fall due then, and the spouses wouldsi(ntheaforesaidcontract within:daysfro"receipt of thenoticeof resu"ptionof suchsellin(operations. It was alsostatedintheletter that, inthe"eanti"e, thespouses "ay introducei"prove"ents thereon sub;ect to the rules and re(ulations i"posed by XEI in the subdivision. ,erla)analo confor"ed to the letter a(ree"ent.The spouses )analo took possession of the property on Septe"ber !, #$%!, constructed ahouse thereon, and installed a fence around the peri"eter of the lots.Thespouses )analowerenotifiedof theresu"ptionof thesellin(operations of XEI.*owever,they did notpay thebalanceofthe downpay"ent on the lots because &a"osfailed toprepare a contract of conditional sale and trans"it the sa"e to )analo for their si(nature.