A seller in an apartment sale transaction announced his withdrawal from his intention to sell the property after the purchase price was agreed upon and contract drafts were exchanged between the parties' legal representatives. However, this withdrawal occurred before the payment dates for the consideration were agreed upon and without a contract being signed.
The Court held that the contract could not be enforced due to the absence of contractual intent and specificity requirement. The fundamental conditions for the perfection of a contract are contractual intent and specificity. Regarding the element of specificity, there must be an agreement on the essential and material details of the transaction. The payment schedule is not a trivial matter; it constitutes a significant component of the necessary contract's specificity, which in turn reflects on the parties' contractual intent. The Court is authorized to supplement missing details in an agreement in accordance with default rules, unless the parties actively disagree on them. In real estate transactions, establishing payment dates is complex, as these are derived from the parties' specific constraints. In this case, the seller did not consent to the proposed payment schedule which had to be structured back-to-back against the payments for his new apartment. Since there was an implied agreement between the parties to establish a payment arrangement different from the default rule, the Court is not permitted to supplement the payment dates using the statutory default. Hence, the requirement of specificity is not satisfied, and the contract cannot be enforced.