99 Sanchez V Rigos
99 Sanchez V Rigos
99 Sanchez V Rigos
The Court said that the plaintiff (Sanchez) is his complaint alleges that under the
Annex A (copy of the contract), the defendant agreed and committed to sell and the
plaintiff agreed and committed to buy said property making it reciprocally demandable
pursuant to the first paragraph of Art. 1479.
The Court debunked this theory by saying that the option did not impose upon the
plaintiff the obligation to purchase the property. It was not a contract to buy and sell, it
clearly states that there is a commitment to sell the land for P1510.00 but no indication of a
consideration distinct from the price stipulated for the sale of the land.
The Court said that the LC presumed the existence of this consideration using NCC
1354:
NCC 1354: Although the cause is not stated in the contract, it is presumed that it
exists and is lawful, unless the debtor proves the contrary. (1277)
However the Court said that, 1354 pertains to contracts in general, while 1479 refer
to sales, or more specifically, to an accepted unilateral promise to buy or to sell. With 1479
controlling the case at bar
In order that said unilateral promise be binding upon the promisor, Art. 1479 requires
the concurrence of a condition and that the promise be supported by a consideration
distinct from the price, which is absent in this case.
Defendant has explicitly pleaded the absence of this consideration and the plaintiff
(Sanchez), by joining in the petition for the judgment of the pleadings, has impliedly
admitted the truth of her defense, as held in Bauermann vs. Casas: One who prays for
judgment on the pleadings without offering proof as to the truth of his own allegations, and
without giving the opposing party an opportunity 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 judgment on those allegations taken together with such of his own as are
admitted in the pleadings.
The decision cited a case:
Southwestern Sugar Molasses Co. vs. Atlantic Gulf and Pacific Co.:
In this case, the appellants main contention is that the option granted to the appellee to sell
to him/her Barge no. 10 has no legal effect bec. it is not supported by any consideration and
invokes NCC 1479. On the other hand, appellee maintains and invokes NCC 1324: When the
offerer has allowed the offeree a certain period to accept, the offer may be withdrawn any
time before acceptance by communicating such withdrawal, except when the option is
founded upon consideration as something paid or promised.
Decision: SC said that while it is true that under article 1324 of the new Civil Code,
the general rule regarding offer and acceptance is that, when the offerer gives to the offeree
a certain period to accept, "the offer may be withdrawn at any time before acceptance"
except when the option is founded upon consideration, but this general rule must be
interpreted as modified by the provision of article 1479 above referred to, which applies to
"a promise to buy and sell" specifically. As already stated, this rule requires that a promise to
sell to be valid must be supported by a consideration distinct from the price.
The Court cited another case, however, which is the justification for their ruling in
favour of Sanchez and said that there is no distinction between 1324 and 1479. Atkins, Kroll
and Co., Inc. v. Cua Hian Tek:
Decision: An option is unilateral: a promise to sell at the price fixed whenever the offeree
should decide to exercise his option within the specified time. After accepting the promise
and before he exercises his option, the holder of the option is not bound to buy. He is free
either to buy or not to buy later.
In this case, however, upon accepting herein petitioner's offer a bilateral promise to
sell and to buy ensued, and the respondent ipso facto assumed the obligation of a
purchaser. He did not just get the right subsequently to buy or not to buy. It was not a mere
option then; it was a bilateral contract of sale.
IN OTHER WORDS, since there is no valid consideration, offerer is not bound to
promise and may widthraw it. However, pending notice of his withdrawal, if his offer is
ACCEPTED, the contract of sale has been PERFECTED. Moreover, the decision in
Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., holding that Art. 1324 is
modified by Art. 1479 of the Civil Code, in effect, considers the latter as an exception to the
former, and exceptions are not favored, unless the intention to the contrary is clear, and it is
not so, insofar as said two (2) articles are concerned.
What is more, the reference, in both the second paragraph of Art. 1479 and Art.
1324, to an option or promise supported by or founded upon a consideration, strongly
suggests that the two (2) provisions intended to enforce or implement the same principle.
Decision in Southwestern is abandoned, Atkins is applied.