- Roxas Electric and Construction Company, Inc. (RECCI) authorized its President Roberto B.
Roxas through a resolution to sell a parcel of land owned by the corporation, and to execute, sign
and deliver for and on behalf of the company.
- Petitioner Woodchild Holdings, Inc. (WHI) through its President Jonathan Y. Dy, offered to
buy the land from RECCI.
- The offer to purchase stated that it is made on the representation and warranty of the
OWNER/SELLER, that he holds a good and registrable title to the property, which shall be
conveyed CLEAR and FREE of all liens and encumbrances, and that in the event that the right of
way is insufficient for the buyer’s purpose, the seller agrees to sell additional square meter from
his current adjacent property to allow the buyer full access and full use of the property.
- Roxas accepted the offer and indicated his acceptance on Page 2 of the Deed.
- The sale was consummated.
- WHI subsequently entered into a construction agreement with Wimbeco Builder’s Inc. (WBI)
for the construction of a warehouse, and a lease agreement with Poderosa Leather Goods
Company, Inc. with a condition that the warehouse be ready by April 1, 1992.
- The building was finished and Poderosa became the lessee.
- WHI complained to Roberto Roxas that the vehicles of RECCI were parked on a portion of the
property over which WHI had been granted a right of way. Roxas promised to look into the
matter. Dy and Roxas discussed the need of the WHI to buy a 500-square-meter portion the
adjacent lot as provided for in the deed of absolute sale. However, Roxas died soon thereafter.
- WHI wrote the RECCI, reiterating its verbal requests to purchase a portion of the said lot as
provided for in the deed of absolute sale, and complained about the latter’s failure to eject the
squatters within the three-month period agreed upon in the said deed.
- RECCI rejected the demand of WHI, so WHI filed a case for Specific Performance and
Damages in the RTC of Makati.
ISSUE - WON respondent is bound by the provisions of the deed of sale granting to the
petitioner the beneficial use and right of way over the adjacent lot of the lot they previously
bought. WON such provision is enforceable.