15 Sanchez Vs Rigos

G.R. No.
L-25494 June 14, 1972
NICOLAS SANCHEZ, plaintiff-appellee, vs. SEVERINA RIGOS, defendant-

appellant.
CONCEPCION, C.J.:
FACTS:
Plaintiff Sanchez and defendant Rigos executed an instrument entitled "Option to

Purchase”. Mrs. Rigos agreed, promised and committed to sell to Sanchez a parcel of
land situated in Nueva Ecija in consideration of P1, 510 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.
Several tenders of payment made by Sanchez were rejected by Mrs. Rigos. Sanchez,
then, filed an action for specific performance and damages with the CFI of Nueva Ecija.
In her answer, Rigos contended that the contract between the parties is a unilateral
promise to sell which is unsupported by any valuable consideration. Therefore, null and
void under the New Civil Code. CFI ruled in favor of Sanchez and ordered Rigos to
accept the sum judicially consigned by him and to execute, in his favor, the requisite
deed of conveyance. Hence, this appeal by Mrs. Rigos.
ISSUE:
Whether or not the agreement entered into by the parties is a valid option contract.
RULING:
Yes. The option did not impose upon plaintiff the obligation to purchase defendant's
property. The contract is not a "contract to buy and sell." It merely granted plaintiff an
"option" to buy. And both parties so understood it, as indicated by the caption, "Option to
Purchase," given by them to said instrument. Under the provisions thereof, the
defendant "agreed, promised and committed" herself to sell the land therein described
to the plaintiff for P1,510. There is nothing in the contract to indicate that her
aforementioned agreement, promise and undertaking are supported by a consideration
distinct from the price.
Relying upon Article 1354 of our Civil Code, the lower court presumed the existence of
said consideration, and this would seem to be the main factor that influenced its
decision in plaintiff's favor. It should be noted, however, that:
(1) Article 1354 applies to contracts in general, whereas the second

paragraph of Article 1479 refers to "sales" in particular, and, more specifically, to
"an accepted unilateral promise to buy or to sell." In other words, Article 1479 is
controlling in the case at bar.
(2) Article 1479 requires the concurrence of a condition, namely, that the
promise be "supported by a consideration distinct from the price." Accordingly,
the promisee can not compel the promisor to comply with the promise, unless the
former establishes the existence of said distinct consideration. In other words,
the promisee has the burden of proving such consideration. Plaintiff herein has
not even alleged the existence thereof in his complaint.
(3) Upon the other hand, defendant explicitly averred in her answer, and
pleaded as a special defense, the absence of said consideration for her promise
to sell and, by joining in the petition for a judgment on the pleadings, plaintiff has
impliedly admitted the truth of said averment in defendant's answer.
However, this Court itself, in the case of Atkins, Kroll and Co., Inc. v. Cua Hian Tek, 8
decided later that Southwestern Sugar & Molasses Co. v. Atlantic Gulf & Pacific Co., 9
saw no distinction between Articles 1324 and 1479 of the Civil Code and applied the
former where a unilateral promise to sell similar to the one sued upon here was
involved, treating such promise as an option which, although not binding as a contract in
itself for lack of a separate consideration, nevertheless generated a bilateral contract of
purchase and sale upon acceptance. Speaking through Associate Justice, later Chief
Justice, Cesar Bengzon, this Court said:
Furthermore, 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.
Lastly, even supposing that Exh. A granted an option which is not binding for lack of
consideration, the authorities hold that:
"If the option is given without a consideration, it is a mere offer of a contract of sale,
which is not binding until accepted. If, however, acceptance is made before a
withdrawal, it constitutes a binding contract of sale, even though the option was not
supported by a sufficient consideration.
"It can be taken for granted, as contended by the defendant, that the option contract
was not valid for lack of consideration. But it was, at least, an offer to sell, which was
accepted by letter, and of the acceptance the offerer had knowledge before said offer
was withdrawn. The concurrence of both acts — the offer and the acceptance — could
at all events have generated a contract, if none there was before (arts. 1254 and 1262
of the Civil Code)." (Zayco vs. Serra, 44 Phil. 331.)
In other words, 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.
This view has the advantage of avoiding a conflict between Articles 1324 — on the
general principles on contracts — and 1479 — on sales — of the Civil Code, in line with
the cardinal rule of statutory construction that, in construing different provisions of one
and the same law or code, such interpretation should be favored as will reconcile or
harmonize said provisions and avoid a conflict between the same. Indeed, the
presumption is that, in the process of drafting the Code, its author has maintained a
consistent philosophy or position. Moreover, the decision in Southwestern Sugar &
Molasses Co. v. Atlantic Gulf & Pacific Co., 10 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.

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G.R. No.

L-25494 June 14, 1972

NICOLAS SANCHEZ, plaintiff-appellee, vs. SEVERINA RIGOS, defendant-

Plaintiff Sanchez and defendant Rigos executed an instrument entitled "Option to

(1) Article 1354 applies to contracts in general, whereas the second

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