Guzman, Bocaling & Co. vs. Bonnevie Facts:A 600 sqm parcel of land with two buildings belonging to the Intestate Estate of Jose Reynoso was leased to Raoul and Christopher Bonnevie by the administratix Africa Valdez for a period of one year at a rate of 4K a month starting Aug. 1976. In the contract of lease, there is a stipulation that ³in case the lessor desires or decides to sell the leased property, the lessees shall be given a first priority to purchase the same, all things and considerations being equal.y In Nov. 1976, administratix notified the resp by registered mail that she is selling the premises for 600K less a mortgage loan and giving them 30 days from receipt to exercise their right of first priority. If they would not exercise, she expects them tovacate the prop in March 1977.y In Jan 1977, she sent a letter notifying them that in their failure to exercise their right, she has already sold the property. This is the only letter that the Bonnevies received. They informed agent that they are willing to make negotiations and that theyrefuse the termination of the lease.In March 1977, property formally sold to Guzman, Bocaling & Corp for 400K and the balance of this amount shall bepaid when the Bonnevies have already vacated the premises. Administratix demanded that they vacate the premises and pay the rentals for four months.They had a Compromise Agreement that the Bonnevies shall vacate the premises not later than Oct. 1979 but this was set aside.The Bonnevies filed an action for annulment of the sale between REynoso and the GBC and ancellation of the transfer certificate. They also asked that Reynoso be required to sell the property to them under the same terms and conditions agreedupon the Contract of sale.

Issue:Whether the Bonnevies can file for an action for annulment of the sale between Reynoso and the GBC considering that they are thirdparties to the contract. Held: Yes. The Contract of Sale was not voidable but rescissible.Under Art 1380 to 1381 (3) of the CC, a contract otherwise valid may nonetheless be subsequently rescinded by reason of injury to third persons, like creditors. The status of creditors could be validly accorded the Bonnevies for they had substantial interest that were prejudiced by the sale of the subject property to the petitioner without recognizing their right of first priority under the Contract of Lease.

CATUNGAL VS CA

Facts

Agapita T. Catungal (Agapita) owned a parcel of land in her name situated in the Barrio of Talamban, Cebu City. The said property was allegedly the exclusive paraphernal property of Agapita. Subsequently, the Contract to Sell was purportedly "upgraded" into a Conditional Deed of Sale. It was agreed that P25,000,000.00 shall be payable in installments after the VENDEE has successfully negotiated, secured and provided a Road Right of Way either by widening the existing Road Right of Way. If however said Road Right of Way could not be negotiated, the VENDEE shall give notice to the VENDOR for them to reassess and solve the problem by taking other options, he shall take steps to rescind the herein Conditional Deed of Sale. The spouses Catungal requested an advance of P5,000,000.00 on the purchase price for personal reasons. Shortly after his refusal to pay the advance, he purportedly learned that the Catungals were offering the property for sale to third parties. Jose Catungal demanded that the former make up his mind about buying the land or exercising his "option"to buy the property. Should Rodriguez fail to exercise his option to buy the land, the Catungals warned that they would consider the contract cancelled and that they were free to look for other buyers. Jose cancelled the contract. Rodriquez filed for a restraining order a writ of preliminary injunction. The Catungals alleged that there was contractual breach and bad faith on the part of Rodriguez. Rodriguez alleged that the Catungals were guilty of several misrepresentations which purportedly induced Rodriguez to buy the property at the price of P25,000,000.00. RTC ruled in favor of Rodriguez. Hence this petition.

Issue

 Whether the provisions of the conditional deed of sale constitute a potestative condition

Held: No. paragraph 1(b) of the Conditional Deed of Sale, stating that respondent shall pay the balance of the purchase price when he has successfully negotiated and secured a road right of way, is not a condition on the perfection of the contract nor on the validity of the entire contract or its compliance as contemplated in Article 1308. It is a condition imposed only on respondent's obligation to pay the remainder of the purchase price. In our view and applying Article 1182, such a condition is not purely potestative as petitioners contend. It is not dependent on the sole will of the debtor but also on the will of third persons who own the adjacent land and from whom the road right of way shall be negotiated.