Sanchez vs.

Rigos

45 SCRA 368

June 1972

FACTS:

In an instrument entitled "Option to Purchase," executed on April 3, 1961, defendant-appellant Severina

Rigos "agreed, promised and committed ... to sell" to plaintiff-appellee Nicolas Sanchez for the sum of
P1,510.00 within two (2) years from said date, a parcel of land situated in the barrios of Abar and Sibot,
San Jose, Nueva Ecija. It was agreed that said option shall be deemed "terminated and elapsed," if
“Sanchez shall fail to exercise his right to buy the property" within the stipulated period. On March 12,
1963, Sanchez deposited the sum of Pl,510.00 with the CFI of Nueva Ecija and filed an action for specific
performance and damages against Rigos for the latter’s refusal to accept several tenders of payment
that Sanchez made to purchase the subject land.

Defendant Rigos contended that the contract between them was only “a unilateral promise to sell, and
the same being unsupported by any valuable consideration, by force of the New Civil Code, is null and
void." Plaintiff Sanchez, on the other hand, alleged in his compliant that, by virtue of the option under
consideration, "defendant agreed and committed to sell" and "the plaintiff agreed and committed to
buy" the land described in the option. The lower court rendered judgment in favor of Sanchez and
ordered Rigos to accept the sum Sanchez judicially consigned, and to execute in his favor the requisite
deed of conveyance. The Court of Appeals certified the case at bar to the Supreme Court for it involves a
question purely of law.

ISSUE:

Was there a contract to buy and sell between the parties or only a unilateral promise to sell?

COURT RULING:

The Supreme Court affirmed the lower court’s decision. The instrument executed in 1961 is not a
"contract to buy and sell," but merely granted plaintiff an "option" to buy, as indicated by its own title
"Option to Purchase." The option did not impose upon plaintiff Sanchez the obligation to purchase
defendant Rigos' property. Rigos "agreed, promised and committed" herself to sell the land to Sanchez
for P1,510.00, but there is nothing in the contract to indicate that her aforementioned agreement,
promise and undertaking is supported by a consideration "distinct from the price" stipulated for the sale
of the land. The lower court relied upon Article 1354 of the Civil Code when it presumed the existence of
said consideration, but the said Article only applies to contracts in general.

However, it is not Article 1354 but the Article 1479 of the same Code which is controlling in the case at
bar because the latter’s 2nd paragraph refers to "sales" in particular, and, more specifically, to "an
accepted unilateral promise to buy or to sell." Since there may be no valid contract without a cause or
consideration, the promisor is not bound by his promise and may, accordingly, withdraw it. Pending
notice of its withdrawal, his accepted promise partakes, however, of the nature of an offer to sell which,
if accepted, results in a perfected contract of sale. Upon mature deliberation, the Court reiterates the
doctrine laid down in the Atkins case and deemed abandoned or modified the view adhered to in the
Southwestern Company case.