1.

Is the conditional sale one imposed on perfection of the sale or merely on its
performance?

The sale is imposed on the performance of the sale.

Art. 1182 of the Civil Code provides that, when the fulfillment of the condition depends
upon the sole will of the debtor, the conditional obligation shall be void. If it depends
upon chance or upon the will of a third person, the obligation shall take effect in
conformity with the provisions of this Code.

A condition imposed on the perfection of a contract, results in the failure of a contract,

while a condition imposed merely on the performance of an obligation merely gives the
other party the option to either refuse to proceed with the sale or to waive the condition.

2. Was the condition a potestative condition solely on the will of Buyers, which under Art
1182 of the Civil Code is void.

No, the condition in their Conditional Deed of Sale stating that Buyer shall pay the
balance of the purchase price when he has successfully negotiated and secured a road
right of way, is not a condition on the perfection of the contract nor on the validity
of the entire contract or its compliance. It is a condition imposed only on Buyers’
obligation to pay the remainder of the purchase price.

In applying Article 1182, such a condition is not purely potestative as sellers contend. It
is not dependent on the sole will of the buyer but also on the will of third persons who
own the adjacent land and from whom the road right of way shall be negotiated.

The condition is a mixed condition which is allowed by Article 1182, "potestative

condition" is imposed not on the birth of the obligation but on its fulfillment, only the
condition is avoided, leaving unaffected the obligation itself.

3. Applying Art. 1545 of the Civil Code, who had the option to rescind the sale?

The option to rescind the sale belongs to the Buyers. Under the Law on Sales, if the
obligation of either party is subject to any condition and such condition is not fulfilled,
such party may either:
1. Refuse to proceed with the contract; or
2. Proceed with the contract, waving the performance of the condition.

A condition in this case is the negotiation of the right of way. Buyers' failure to comply
with the condition does not result in the contract's failure; instead, Buyers have the option
of refusing to proceed with the agreement or waiving that condition. This option clearly
belongs to Buyers, not Sellers who are not the injured party.