G.R. No. 101949, December 1, 1994.

FACTS:

Petitioners sold to Ramon Licup 3 lots namely 5-A, 5-B and 5-D with the agreement that the sellers clear the said lots of squatters who were then occupying the same. In view of the refusal of the squatters to vacate the lots sold to private respondent (Starbright Sales Enterprises). 

Starbright demanded the petitioners to fulfill their undertaking and clear the property of squatters; however the petitioner proposed that if Starbright would undertake the eviction of the squatters, the purchase price of the lots should be reduced or if not, that the earnest money be returned. Petitioner and the PRC, without notice to private respondent, sold the lots to Tropicana. 

Starbright filed a complaint for annulment of the sale of the three parcels of land, and specific performance and damages against the petitioner. It states that it is  willing and able to comply with the terms of the contract to sell and has actually made plans to develop the lots into a townhouse project, but in view of the sellers’ breach, it lost profits of not less than P30,000,000.00.