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 Soriano’s 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 Soriano’s 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 mortgagor’s 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 mortgagor’s 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
mortgagor’s 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. Bautista’s offer to redeem could be defeated by Soriano’s 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

Facts:

Spouses Bautista mortaged their lot to Spouses Soriano for the amount of P1,800. The contract
stipulates that if the financial condition of the mortgagees will permit, they may purchase said land
absolutely on any date within the two-year term of the mortgage at the agreed price of P3,900.00.
Pursuant to said provision, Spouses Soriano decided to purchase the lot. Spouses Bautista, however,
refused to comply with the demand.

Spouses Soriano, thus, filed a case, praying that they be allowed to consign or deposit with the Clerk of
Court the balance of the purchase price of the land in question and that after due hearing, judgment
be rendered ordering defendants to execute an absolute deed of sale of said property in their favor,
plus damages.

Spouses Bautista subsequenlty filed a case against Soriano, asking the court to order the latter to
accept the payment of the principal obligation and release the mortgage. Spouses Bautista contended
that being mortgagors, they can not be deprived of the right to redeem the mortgaged property,
because such right is inherent in and inseparable from this kind of contract.

After a joint trial of both cases, the trial court ordered Spouses Bautista to execute a deed of sale in
favor of Spouses Soriano upon payment by the latter of the balance of the price agreed upon.

Issue:

May Spouses Bautista redeem the 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. It is
simply an option to buy, sanctioned by Article 1479 of the Civil Code, 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 is supported by a consideration distinct from the price."
In this case the mortgagor's promise to sell is supported by the same consideration as that of the
mortgage itself, which is distinct from that which would support the sale, an additional amount having
been agreed upon to make up the entire price of P3,900.00, should the option be exercised. The
mortgagors' promise was in the nature of a continuing offer, non-withdrawable during a period of two
years, which upon acceptance by the mortgagees gave rise to a perfected contract of purchase and
sale.

Spouses Bautista's tender was ineffective for the purpose intended. It was made after the option to
purchase had been exercised by Spouses Soriano. Spouses Bautista's right to redeem is defeated
by Spouses Soriano's preemptive right to purchase. (Soriano vs Bautista, G.R. No. L-15752,
December 29, 1962)