Sanchez v.

Rigos
No. L-25494, June 14, 1972

Concept: An accepted promise to sell is an offer to sell and when accepted becomes a contract of sale.

Facts:
Rigos and Sanchez executed an instrument entitled "Option to Purchase," whereby Mrs. Rigos agreed,
promised and committed to sell to Sanchez a parcel of land situated in the barrios of Abar and Sibot,
municipality of San Jose, province of Nueva Ecija, within two (2) years from said date with the understanding
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.

Mrs. Rigos agreed and committed to sell and Mr. Sanchez agreed and committed to buy. But there is
nothing in the contract to indicate that her agreement, promise and undertaking is supported by a
consideration distinct from the price stipulated for the sale of the land. Several payment were made by
Sanchez but Rigos rejected, thus Sanchez filed an action for specific performance.
The lower court rendered judgment in favor of Sanchez, ordering Mrs. Rigos to accept the sum
judicially consigned.

Issue: Whether or not there was a perfected contract between Mr. Sanchez and Mrs Rigos.

Held: Yes. The instrument initially executed is not a contract to buy and sell, but merely an option contract, 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 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. In this case, the contract between parties became a perfected contract of sale upon
acceptance of Rigos of the offer within the stipulated period even though he was only initially granted an
option to buy.

Decision of the lower court is hereby affirmed.