Naresh Jainani v. Shangrila Realty Corporation

Summary

This Supreme Court case involved a contract to sell dispute where buyer Naresh Jainani sought specific performance to compel seller Shangrila Realty Corporation to transfer title to a P7.5 million condominium unit. The contract required full payment and UCPB approval before title transfer. Although Jainani issued postdated checks totaling the full amount, only P3.6+ million was cleared as UCPB refused to accept his personal checks, requiring manager's checks instead. The Supreme Court unanimously denied Jainani's petition, affirming lower courts' dismissal of his complaint. The Court ruled that in contracts to sell, specific performance is unavailable before full payment since non-payment is not a breach but failure of a suspensive condition. The decision reinforced that mere check delivery without encashment does not constitute payment under Civil Code Article 1249, particularly when the payor knows of non-acceptance. This case clarifies the distinction between contracts to sell versus contracts of sale and the limited remedies available to buyers who fail to satisfy payment conditions.