Republic of the Philippines

SUPREME COURT
Manila
EN BANC

G.R. No. L-25494 June 14, 1972
NICOLAS SANCHEZ, plaintiff-appellee,
vs.
SEERINA RIGOS, defendant-appellant.
Santiago F. Bautista for plaintiff-appellee.
Jesus G. Villamar for defendant-appellant.

CONCEPCION, C.J.:p
Appeal from a decision of the Court of First nstance of Nueva Eci!a to the Court of Appeals,
"hich certified the case to #s, upon the $round that it involves a %uestion purel& of la".
'he record sho"s that, on April (, )*+), plaintiff Nicolas ,anche- and defendant ,everina
Ri$os e.ecuted an instrument entitled /0ption to Purchase,/ "hereb& Mrs. Ri$os /a$reed,
promised and committed ... to sell/ to ,anche- the sum of P),1)2.22, a parcel of land
situated in the barrios of Abar and ,ibot, municipalit& of ,an 3ose, province of Nueva Eci!a,
and more particularl& described in 'ransfer Certificate of 'itle No. N'-)4145 of said province,
"ithin t"o 647 &ears from said date "ith the understandin$ that said option shall be deemed
/terminated and elapsed,/ if /,anche- shall fail to e.ercise his ri$ht to bu& the propert&/
"ithin the stipulated period. nasmuch as several tenders of pa&ment of the sum of Pl,1)2.22,
made b& ,anche- "ithin said period, "ere re!ected b& Mrs. Ri$os, on March )4, )*+(, the
former deposited said amount "ith the Court of First nstance of Nueva Eci!a and
commenced a$ainst the latter the present action, for specific performance and dama$es.
After the filin$ of defendant8s ans"er 9 admittin$ some alle$ations of the complaint, den&in$
other alle$ations thereof, and alle$in$, as special defense, that the contract bet"een the
parties /is a unilateral promise to sell, and the same bein$ unsupported b& an& valuable
consideration, b& force of the Ne" Civil Code, is null and void/ 9 on Februar& )), )*+:, both
parties, assisted b& their respective counsel, !ointl& moved for a !ud$ment on the pleadin$s.
Accordin$l&, on Februar& 45, )*+:, the lo"er court rendered !ud$ment for ,anche-, orderin$
Mrs. Ri$os to accept the sum !udiciall& consi$ned b& him and to e.ecute, in his favor, the
re%uisite deed of conve&ance. Mrs. Ri$os "as, li;e"ise, sentenced to pa& P422.22, as
attorne&8s fees, and other costs. <ence, this appeal b& Mrs. Ri$os.
'his case admittedl& hin$es on the proper application of Article ):=* of our Civil Code, "hich
provides>
AR'. ):=*. A promise to bu& and sell a determinate thin$ for a price
certain is reciprocall& demandable.
An accepted unilateral promise to bu& or to sell a determinate thin$ for a
price certain is bindin$ upon the promissor if the promise is supported b&
a consideration distinct from the price.
n his complaint, plaintiff alle$es that, b& virtue of the option under consideration, /defendant
a$reed and committed to sell/ and /the plaintiff a$reed and committed to bu&/ the land
described in the option, cop& of "hich "as anne.ed to said pleadin$ as Anne. A thereof and
is %uoted on the mar$in.
1
<ence, plaintiff maintains that the promise contained in the contract
is /reciprocall& demandable,/ pursuant to the first para$raph of said Article ):=*. Althou$h
defendant had reall& /a$reed, promised and committed/ herself to sell the land to the plaintiff,
it is not true that the latter had, in turn, /a$reed and committed himself / to bu& said propert&.
,aid Anne. A does not bear out plaintiff8s alle$ation to this effect. ?hat is more, since Anne.
A has been made /an inte$ral part/ of his complaint, the provisions of said instrument form
part /and parcel/
2
of said pleadin$.
'he option did not impose upon plaintiff the obligation to purchase defendant8s propert&.
Anne. A is not a /contract to bu& and sell./ t merel& $ranted plaintiff an /option/ to bu&. And
both parties so understood it, as indicated b& the caption, /0ption to Purchase,/ $iven b&
them to said instrument. #nder the provisions thereof, the defendant /a$reed, promised and
committed/ herself to sell the land therein described to the plaintiff for P),1)2.22, but there is
nothin$ in the contract to indicate that her aforementioned a$reement, promise and
underta;in$ is supported b& a consideration /distinct from the price/ stipulated for the sale of
the land.
Rel&in$ upon Article )(1: of our Civil Code, the lo"er court presumed the e.istence of said
consideration, and this "ould seem to be the main factor that influenced its decision in
plaintiff8s favor. t should be noted, ho"ever, that>
6)7 Article )(1: applies to contracts in $eneral, "hereas the second para$raph of Article ):=*
refers to /sales/ in particular, and, more specificall&, to /an accepted unilateral promise to bu&
or to sell./ n other "ords, Article ):=* is controllin$ in the case at bar.
647 n order that said unilateral promise ma& be /bindin$ upon the promisor, Article ):=*
re%uires the concurrence of a condition, namel&, that the promise be /supported b& a
consideration distinct from the price./ Accordin$l&, the promisee can not compel the promisor
to compl& "ith the promise, unless the former establishes the e.istence of said distinct
consideration. n other "ords, the promisee has the burden of proving such consideration.
Plaintiff herein has not even alleged the e.istence thereof in his complaint.
6(7 #pon the other hand, defendant e.plicitl& averred in her ans"er, and pleaded as a special
defense, the absence of said consideration for her promise to sell and, b& !oinin$ in the
petition for a !ud$ment on the pleadin$s, plaintiff has impliedl& admitted the truth of said
1
averment in defendant8s ans"er. ndeed as earl& as March ):, )*25, it had been held,
in Bauermann v. Casas,
!
that>
0ne "ho pra&s for !ud$ment on the pleadin$s "ithout offerin$ proof as to
the truth of his o"n alle$ations, and "ithout $ivin$ the opposin$ part& an
opportunit& to introduce evidence, must be understood to admit the truth
of all the material and relevant allegations of the opposing party, and to
rest his motion for udgment on those allegations ta!en together "ith such
of his o"n as are admitted in the pleadings. 6@a Aebana Compan& vs.
,evilla, * Phil. 4)27. 6Emphasis supplied.7
'his vie" "as reiterated in #vangelista v. $e la %osa
4
and &ercy's (ncorporated v. )erminia
Verde.
5
,%uarel& in point is South"estern Sugar * &olasses Co. v. +tlantic Gulf * ,acific Co.,
"
from
"hich ?e %uote>
'he main contention of appellant is that the option $ranted to appellee to
sell to it bar$e No. )2 for the sum of P(2,222 under the terms stated
above has no le$al effect because it is not supported b& an& consideration
and in support thereof it invo;es article ):=* of the ne" Civil Code. 'he
article provides>
/AR'. ):=*. A promise to bu& and sell a determinate
thin$ for a price certain is reciprocall& demandable.
An accepted unilateral promise to bu& or sell a
determinate thin$ for a price certain is bindin$ upon
the promisor if the promise is supported b& a
consideration distinct from the price./
0n the other hand, Appellee contends that, even $rantin$ that the /offer of
option/ is not supported b& an& consideration, that option became bindin$
on appellant "hen the appellee $ave notice to it of its acceptance, and
that havin$ accepted it "ithin the period of option, the offer can no lon$er
be "ithdra"n and in an& event such "ithdra"al is ineffective. n support
this contention, appellee invo;es article )(4: of the Civil Code "hich
provides>
/AR'. )(4:. ?hen the offerer has allo"ed the offeree
a certain period to accept, the offer ma& be "ithdra"n
an& time before acceptance b& communicatin$ such
"ithdra"al, e.cept "hen the option is founded upon
consideration as somethin$ paid or promised./
'here is no %uestion that under article ):=* of the ne" Civil Code /an
option to sell,/ or /a promise to bu& or to sell,/ as used in said article, to be
valid must be /supported b& a consideration distinct from the price./ 'his
is clearl& inferred from the conte.t of said article that a unilateral promise
to bu& or to sell, even if accepted, is onl& bindin$ if supported b&
consideration. n other "ords, /an accepted unilateral promise can onl&
have a bindin$ effect if supported b& a consideration "hich means that the
option can still be "ithdra"n, even if accepted, if the same is not
supported b& an& consideration. t is not disputed that the option is "ithout
consideration. (t can therefore be "ithdra"n not"ithstanding the
acceptance of it by appellee.
t is true that under article )(4: of the ne" Civil Code, the $eneral rule
re$ardin$ offer and acceptance is that, "hen the offerer $ives to the
offeree a certain period to accept, /the offer ma& be "ithdra"n at an& time
before acceptance/ e.cept "hen the option is founded upon
consideration, but this $eneral rule must be interpreted as modified b& the
provision of article ):=* above referred to, "hich applies to /a promise to
bu& and sell/ specifically. As alread& stated, this rule re%uires that a
promise to sell to be valid must be supported b& a consideration distinct
from the price.
?e are not oblivious of the e.istence of American authorities "hich hold
that an offer, once accepted, cannot be "ithdra"n, re$ardless of "hether
it is supported or not b& a consideration 6)4 Am. 3ur. 1457. 'hese
authorities, "e note, uphold the general rule applicable to offer and
acceptance as contained in our ne" Civil Code. But "e are prevented
from appl&in$ them in vie" of the specific provision embodied in article
):=*. ?hile under the /offer of option/ in %uestion appellant has assumed
a clear obli$ation to sell its bar$e to appellee and the option has been
e.ercised in accordance "ith its terms, and there appears to be no valid
or !ustifiable reason for appellant to "ithdra" its offer, this Court cannot
adopt a different attitude because the la" on the matter is clear. -ur
imperative duty is to apply it unless modified by Congress.
<o"ever, this Court itself, in the case of +t!ins, .roll and Co., (nc. v. Cua )ian /e!,
#
decided
later that South"estern Sugar * &olasses Co. v. +tlantic Gulf * ,acific Co.,
9
sa" no
distinction bet"een Articles )(4: and ):=* of the Civil Code and applied the former "here a
unilateral promise to sell similar to the one sued upon here "as involved, treatin$ such
promise as an option "hich, althou$h not bindin$ as a contract in itself for lac; of a separate
consideration, nevertheless $enerated a bilateral contract of purchase and sale upon
acceptance. ,pea;in$ throu$h Associate 3ustice, later Chief 3ustice, Cesar Ben$-on, this
Court said>
Furthermore, an option is unilateral> a promise to sell at the price fi.ed
"henever the offeree should decide to e.ercise his option "ithin the
specified time. After acceptin$ the promise and before he e0ercises his
option, the holder of the option is not bound to bu&. <e is free either to bu&
or not to bu& later. n this case, ho"ever, upon acceptin$ herein
petitioner8s offer a bilateral promise to sell and to bu& ensued, and the
respondent ipso facto assumed the obli$ation of a purchaser. <e did not
!ust $et the ri$ht subse%uentl& to bu& or not to bu&. t "as not a mere
option thenB it "as a bilateral contract of sale.
2
@astl&, even supposin$ that E.h. A $ranted an option "hich is not bindin$
for lac; of consideration, the authorities hold that>
/f the option is $iven "ithout a consideration, it is a
mere offer of a contract of sale, "hich is not bindin$
until accepted. f, ho"ever, acceptance is made before
a "ithdra"al, it constitutes a bindin$ contract of sale,
even thou$h the option "as not supported b& a
sufficient consideration. ... . 6== Corpus 3uris
,ecundum, p. +14. ,ee also 4= Rulin$ Case @a" ((*
and cases cited.7
/t can be ta;en for $ranted, as contended b& the
defendant, that the option contract "as not valid for
lac; of consideration. But it "as, at least, an offer to
sell, "hich "as accepted b& letter, and of the
acceptance the offerer had ;no"led$e before said
offer "as "ithdra"n. 'he concurrence of both acts 9
the offer and the acceptance 9 could at all events
have $enerated a contract, if none there "as before
6arts. )41: and )4+4 of the Civil Code7./ 6Ca&co vs.
,erra, :: Phil. (().7
n other "ords, since there ma& be no valid contract "ithout a cause or consideration, the
promisor is not bound b& his promise and ma&, accordin$l&, "ithdra" it. Pendin$ notice of its
"ithdra"al, his accepted promise parta;es, ho"ever, of the nature of an offer to sell "hich, if
accepted, results in a perfected contract of sale.
'his vie" has the advanta$e of avoidin$ a conflict bet"een Articles )(4: 9 on the $eneral
principles on contracts 9 and ):=* 9 on sales 9 of the Civil Code, in line "ith the cardinal
rule of statutor& construction that, in construin$ different provisions of one and the same la"
or code, such interpretation should be favored as "ill reconcile or harmoni-e said provisions
and avoid a conflict bet"een the same. ndeed, the presumption is that, in the process of
draftin$ the Code, its author has maintained a consistent philosoph& or position. Moreover,
the decision inSouth"estern Sugar * &olasses Co. v. +tlantic Gulf * ,acific Co.,
1$
holdin$
that Art. )(4: is modified b& Art. ):=* of the Civil Code, in effect, considers the latter as
an e0ception to the former, and e.ceptions are not favored, unless the intention to the
contrar& is clear, and it is not so, insofar as said t"o 647 articles are concerned. ?hat is more,
the reference, in both the second para$raph of Art. ):=* and Art. )(4:, to an option or
promise supported b& or founded upon a consideration, stron$l& su$$ests that the t"o 647
provisions intended to enforce or implement the same principle.
#pon mature deliberation, the Court is of the considered opinion that it should, as it hereb&
reiterates the doctrine laid do"n in the +t!ins, .roll * Co. case, and that, insofar as
inconsistent there"ith, the vie" adhered to in theSouth"estern Sugar * &olasses Co. case
should be deemed abandoned or modified.
?<EREF0RE, the decision appealed from is hereb& affirmed, "ith costs a$ainst defendant-
appellant ,everina Ri$os. t is so ordered.
3