SORIANO V.

BAUTISTA 6 SCRA 946 (1962) FACTS: Spouses Bautista are the absolute and registered owners of a parcel of land. In May 30, 1956, the said spouses entered into an agreement entitled Kasulatan ng Sanglaan (mortgage) in favor of spouses Soriano for the amount of P1,800. Simultaneously with the signing of the deed, the spouses Bautista transferred the possession of the subject property to spouses Soriano. The spouses Soriano have, since that date, been in possession of the property and are still enjoying the produce thereof to the exclusion of all other persons 1. Sometime after May 1956, the spouses Bautista received from spouses Soriano the sum of P450 pursuant to the conditions agreed upon in the document. However, no receipt was issued. The said amount was returned by the spouses Bautista 2. In May 13, 1958, a certain Atty. Ver informed the spouses Bautista that the spouses Soriano have decided to purchase the subject property pursuant to par. 5 of the document which states that the mortgagees may purchase the said land absolutely within the 2-year term of the mortgage for P3,900. 3. Despite the receipt of the letter, the spouses Bautista refused to comply with Sorianos demand 4. As such, spouses Soriano filed a case, praying that they be allowed to consign or deposit with the Clerk of Court the sum of P1,650 as the balance of the purchase price of the land in question 5. The trial court held in favor of Soriano and ordered Bautista to execute a deed of absolute sale over the said property in favor of Soriano. 6. Subsequently spouses Bautista filed a case against Soriano, asking the court to order Soriano to accept the payment of the principal obligation and release the mortgage and to make an accounting the harvest for the 2 harvest seasons (1956-1957). 7. CFI held in Sorianos favor and ordered the execution of the deed of sale in their favor 8. Bautista argued that as mortgagors, they cannot be deprived of the right to redeem the mortgaged property, as such right is inherent in and inseparable from a mortgage.

ISSUE: WON spouses Bautista are entitled to redemption of subject property

HELD: No. While the transaction is undoubtedly a mortgage and contains the customary stipulation concerning redemption, it carries the added special provision which renders the mortgagors right to redeem defeasible at the election of the mortgagees. There is nothing illegal or immoral in this as this is allowed under Art 1479 NCC which states: A promise to buy and sell a determinate thing for a price certain is reciprocally demandable. An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the promise supported by a consideration apart from the price.

In the case at bar, the mortgagors promise is supported by the same consideration as that of the mortgage itself, which is distinct from the consideration in sale should the option be exercised. The

mortgagors promise was in the nature of a continuing offer, non-withdrawable during a period of 2 years, which upon acceptance by the mortgagees gave rise to a perfected contract of sale.

TENDER INEFFECTIVE AS PREEMPTIVE RIGHT TO PURCHASE BY OTHER PARTY HAS BEEN EXERCISED The tender of P1,800 to redeem the mortgage by spouses Bautista was ineffective for the purpose intended. Such tender must have been made after the option to purchase had been exercised by spouses Soriano. Bautistas offer to redeem could be defeated by Sorianos preemptive right to purchase within the period of 2 years from May 30, 1956. Such right was availed of and spouses Bautista were accordingly notified by Soriano. Offer and acceptance converged and gave rise to a perfected and binding contract of purchase and sale