Breach of Preliminary Promise to Sell and Damages Limitation

A party who promised to sell a property to another party, and received a down payment, subsequently entered into a final deed of sale with a third party, leading the initial prospective buyer to sue for damages alleging breach of the preliminary promise to sell. The court held that even if the seller violated the commitment to sell, the initial promise did not confer upon the promisor the right to an equivalent in damages or restitution of the down payment unless the contract explicitly provided for such remedies upon breach, emphasizing that a mere promise to sell, without a transfer of ownership, does not create an irrevocable obligation to transfer the property itself, thus supporting the finding that only damages resulting from the breach could be awarded, not nullification of the sale or restitution of the deposit based solely on the breach of the preliminary agreement.