Spete
Spete
The original buyer Y can argue for specific performance because the condition was fulfilled within a reasonable timeframe, and X's sale to Z might be considered a breach of the binding condition. Y might assert that the sale to Z is invalid as it disregarded the contractual obligation contingent on receiving credit, potentially making X's actions unlawful and subject to reversal to enforce Y's right to the property .
When conditional terms can't be fulfilled due to unilateral external influences, the contract might become unenforceable or subject to renegotiation. The seller might not bear liability if conditions weren't met due to acceptable external interventions. However, seller's good faith must be scrutinized, as any intentional exploitation or anticipation of potential external changes affecting contract conditions could entail legal liability or obligations toward the buyer .
A might argue for annulment on the grounds that the essential obligation of delivery could not be fulfilled due to an unforeseen event, transferring the risk to the seller as the good was not yet delivered. The timing of the risk passing from seller to buyer is crucial; if the risk hadn't passed to A, they may be entitled to a refund for non-performance of the contract due to impossibility of delivery .
A contract with a purely potestative condition from the debtor's side might be void if it places contract suspension entirely at the discretion of one party, lacking reciprocal obligation. However, if framed as a resolutory condition—where a future event triggers contract termination—such conditions may be permissible, especially in donation agreements where the donor's specific stipulations center on future action or inaction by the donee, subject to judicial interpretation .
A party can generally rely on representations made by a third party if it was reasonable to do so under the circumstances, particularly if lacking expertise. However, if these representations were made in bad faith or based on false optimism, such reliance might form the basis for alleging fraudulent misrepresentation, or dol, by the recommending party, especially if they had a vested interest, like owning the recommended item .
B's actions and knowledge are pivotal in determining the validity of the contract with A. If B was aware of the future construction project that would shadow the sunny garden, a key reason for A's purchase, and failed to disclose this information, it can be argued that B acted with deceit (dol). A might claim that the failure to disclose such material facts goes against the principles of good faith and candor in negotiations, potentially justifying the contract's annulment .
If the subject matter is damaged before fulfilling the suspensive condition, the contract may become unenforceable, as the premise on which the agreement relied (undamaged property) ceases to exist. The party relying on the suspensive condition might argue that they cannot be compelled to complete the contract under fundamentally changed circumstances, thereby allowing negotiation for annulment or modification .
Under the New Civil Code, if a party discovers a significant discrepancy between the contract price and the real market value, they may argue that the contract is voidable due to lesion—a substantial inequality that unjustly disadvantages one party. X could argue that paying more than double the market price constitutes a lesion, thus conveying an unfair disadvantage necessitating the annulment of the contract .
Discovering post-completion misrepresentation by inspectors, especially if the inspectors were influenced or paid by the vendor, can provide legal grounds for annulment due to dol. If misrepresentations pertain to essential attributes that affect the contractual outcome, the aggrieved party can argue the basis of assent was fundamentally corrupted by deceit, demanding either rectification or annulment to restore original expectations .
A minor's contract could be voidable on grounds of lesion if market conditions reveal the agreed-upon price significantly exceeds the fair market value during the lease term, demonstrating exploitative circumstances against the minor's interest. If substantial price deviations arise, such discoveries could retroactively suggest protection obligations weren't met, enabling a claim for contract invalidation or adjustment reflecting fair market expectations .