 Ramon Licup wrote Msgr. Domingo A.

Cirilos, offering to buy three contiguous parcels of

land in Parañaque that The Holy See and Philippine Realty Corporation (PRC) owned for
₱1,240.00 per square meter.
 Licup accepted the responsibility for removing the illegal settlers on the land and enclosed a
check for ₱100,000.00 to "close the transaction."
 He undertook to pay the balance of the purchase price upon presentation of the title for
transfer and once the property has been cleared of its occupants.

 Cirilos, (representing the Holy See and the PRC, signed his name on the letter and
accepted the check. The Check however could not be encashed due to Licups stop-order
payment. Licup then wrote Cirilos requesting that the titles be transferred to petitioner.
However, the latters representatives did not sign the letter.

 Cirilos requested SSE to remove the occupants to the property if not, it would return the
100,000 it received. SSE replied that it would comply IF the purchase price is lowered to
1,150 per sq mtr.

 Cirilos rejected the proposal because other buyers were willing to buy the land at the
original price at 1400 per sq mtr. He then enclosed a check for P100,000 in his letter as
refund of what he earlier received.

 SSE wrote Cirilos that they already had a perfected contract of sale which the latter
already signed and therefore could not make any more amendments. (Removal of the
settlers and increase in the price)

 SSE claimed that it got no reply from Cerilos and that the next thing they knew was that
the land has been sold to Tropicana Properties. SSE demanded rescission of the sale.
However, Tropical Properties sold the three parcels of land to Standard Realty.

 Left unheeded, SSE filed a complaint for annulment of sale and reconveyance with
damages against, The Holy See, PRC, Cirilos, and Tropicana Properties.

 SSE alleged that Licups original letter of April 17, 1988, constituted a perfected contract.
That Licup gave P100k to close the transaction. They also claimed that Cirilos acted in
bad faith when he set the price at P1400 when in truch the property was sold to Tropicana
for only P760 per sqr meter.

 Cirilos maintained that the based ointhier exchange of letter, no contract was perfected
between SSE and the parties he represented (Holy See and PRC).

 RTC ruled that the letter was a perfected contract

 CA reversed