G.R. No. 219673 - Solid Homes, Inc. vs. Spouses Jurado

Subject Property: 1,241 sqm residential lot in Loyola Grand Villas Subdivision, Marikina for ₱434,350.00.
Payment Terms: ₱86,870.00 downpayment; balance in 96 monthly installments of ₱5,646.55.

Deed of Assignment: Spouses Calica assigned their vendee rights to Spouses Jurado for ₱130,352.00; Solid Homes prepared the standard form and its officer attested it.
Payments and Receipts: Spouses Jurado paid a transfer fee (provisional receipt issued) and received a credit memorandum of ₱108,001.00; total payments by both groups reached ₱480,262.95 by February 22, 1983.

Spouses Jurado learned from Solid Homes’ officer that the lot had been mortgaged and foreclosed.
Solid Homes promised to replace the foreclosed lot; Spouses Jurado submitted documents and followed up by letters dated October 23, 1992 and August 7, 1996 without success.

First HLURB Complaint (2000–2005): Spouses Jurado filed for specific performance and damages; HLURB Arbiter (June 13, 2007) dismissed the complaint for lack of prior written consent and prescription; HLURB Board (April 20, 2005) affirmed dismissal without prejudice.
Second HLURB Complaint (2005–2009): Refiled with documentary evidence; Solid Homes defended with lack of consent, prescription, laches, res judicata, forum shopping, estoppel; HLURB Board (May 22, 2008) reversed Arbiter and ordered:

Replacement of the foreclosed lot or payment of its fair market value.
₱30,000.00 attorney’s fees, ₱30,000.00 moral damages, costs of suit.
Modified (October 2, 2009): Spouses Jurado to pay balance of ₱145,843.35 + 12% p.a. from availability of replacement; alternative FMV payment + 12% p.a.; damages and fees unchanged.

Adopted HLURB findings by reference; held Solid Homes consented to assignment, defenses meritless, no laches; dismissed Solid Homes’ appeal.
Denied reconsideration (2012–2013).

Affirmed OP except removed awards of moral damages and attorney’s fees for lack of factual/legal basis; costs of suit imposed.
Denied Solid Homes’ motion for partial reconsideration (July 22, 2015).

Whether the OP properly adopted by reference the HLURB findings of fact and conclusions of law.
Whether the complaint was barred by res judicata, forum shopping, prescription, laches or estoppel.

Whether there was privity of contract between Solid Homes and Spouses Jurado given the non-assignment clause.
Whether Solid Homes consented to the assignment and transfer of rights.
Whether ordering the replacement of the foreclosed lot and conveyance of title (or payment of FMV) was proper.
Whether Solid Homes’ counterclaims should have been granted.