Tan Tiah v.

Yu Jose (May 4, 1939)

G.R. No. 45969|Villa-real, J.

F: Tan Tiah and Yu Jose entered into a contract of lease, wherein the 5 th clause states that: upon
termination of the period of this contract, namely 10 years, the lessor shall have the option to
buy the building or improvement w/c the lessee may have built upon the lots, reimbursing the
lessee 90% of the original net cost of the construction; but should the lessor be unable or
unwilling to buy said building or improvement, the income or rent derived therefrom shall be
equally divided between said lessor and lessee, and the lessee shall no longer have the
obligation to pay the rent agreed upon for the lots in the 2 nd paragraph of this contract;
provided, however, that the present contract, w/ the modification just mentioned, w/ respect to
the income from the bldg. and rent from the lot, shall continue in force until the lessor buys the
bldg. or improvement or the lessee buys the land. The CFI of Leyte sentenced defendant to buy
the house or plaintiff to sell to plaintiff the land on w/c the latter’s house is built.

I: WON plaintiff, as lessee, has a right to compel lessor to sell to him the land on w/c he built
his house in accordance w/ the said contract.

H: No. In the said conditional clause, the price w/c the lessee would have to pay should he
decide to buy the land is not fixed. According to Art. 1451, a promise to sell or buy, when there
is an agreement as to the thing and the price. Entitles the contracting parties reciprocally to
demand the fulfillment of the contract. Art. 1447 provides that in order that the price may be
considered certain, it shall be sufficient that it be 90% in relation to some certain thing, or that its
determination be left to the judgment of some particular person, and should the latter be unable
or unwilling to fix the price, the contract shall be inoperative. Art. 1449 also states that the
designation of the price can never be left to the determination of one of the contracting parties.
The price of the leased land not having been fixed and the lessor not having bound himself to
sell it, the essential elements w/c give life to the contract are lacking. It follows that the lessee
cannot compel the lessor to sell the leased land from him.