Adalin v.

CA Facts: Elena Palanca and her siblings owned a parcel of land with a five door, one story commercial building constructed thereon, fronting the Imperial Hotel in Cotabato City. One door was leased to Loreto dalin and the rest were leased to other people ! daya, et. al." Palanca !#endor", in behalf of the $ado siblings, commissioned someone to loo% for buyers for their property fronting the Imperial Hotel in Cotabato City. &he property was offered to 'austino (u and ntonio Lim, the fomer being the President) *+ of the Imperial Hotel. &hey agreed to buy the said property. &he parties agreed to meet on ,ept. -, ./01 to finali2e the sale. However, un%nown to (u and Lim, Palanca sent letters informing the tenants that (u and Lim were interested in buying the property and that they should vacate the same unless all of them could buy the property at the same price. 3uring the meeting, (u and Lim as%ed if the tenants were interested in purchasing the property. +agno dalin !different from Loreto", on behalf of the tenants, said that they were not interested in purchasing the property because they couldn4t afford it. &hey as%ed for P56,666.66 as disturbance money in consideration for their vacating the property. (u, Lim, and Loreto dalin then agreed with Palanca that they will purchase the property for P7,666,666.66 with P766,666.66 as downpayment and the balance to be paid upon eviction of the tenants and the e8ecution of the deed of absolute sale. deed of conditional sale was drafted and on ,ept. 0, ./01 (u and Lim signed the deed. &he tenants, however, refused to vacate. Palanca filed a case for unlawful detainer with the 9arangay Captain. &he tenants, wrote a letter to Palanca informing her of their willingness to purchase the property. Palanca accepted the offer and returned the downpayments of (u and Lim with interests. (u and Lim filed a case for breach of contract and demanded specific performance. &he &rial Court ruled in favor of the tenants stating that in a conditional deed of sale, ownership is only transferred after the purchase price is fully paid or after the fulfilment of the condition and the e8ecution of an absolute deed of sale was thereafter made. It also ruled that this was not a case of a double sale. &he C reversed the trial court4s decision. Issue: In whose favor should the sale be made: Ruling: It should be in favor of (u and Lim. &he ,upreme Court agreed with the C that this was not a conditional sale but an absolute sale. &he sale was only conditional as to the obligation of the Palanca to e;ect the tenants and the obligation of (u and Lim to pay the balance. &he choice of who to sell the property had already been made by Palanca and thus no longer sub;ect to any condition or change. &he sale made by Palance to (u and Lim was definitive and absolute. &he subse<uent sale to the tenants is also tainted with bad faith, considering that Palanca and the tenants were aware of the agreement that (u and Lim would purchase the property. Even if the tenants registered the sale, it cannot erase the gross bad faith that characteri2ed the sale.