203. Sanchez v.

Rigos  In other words, since there may be no valid contract without a cause or
G.R. No. L-25494
June 14, 1972
Topic: SALE
Petitioner: Nicolas Sanchez
Respondent: Severina Rigos
Ponente Concepcion., J.
FACTS:
1. On April 3, 1961, plaintiff Nicolas Sanchez and defendant Severina Rigos executed
an instrument entitled "Option to Purchase," whereby Mrs. Rigos "agreed,
promised and committed ... to sell" to Sanchez the sum of P1,510.00, a parcel of
land 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. 
2. Inasmuch as several tenders of payment of the sum of Pl,510.00, made by Sanchez
within said period, were rejected by Mrs. Rigos, on March 12, 1963, the former
deposited said amount with the CFI of Nueva Ecija and commenced against the
latter the present action, for specific performance and damages.
3. The defendant alleged as a special defense, that the contract between the parties
"is a unilateral promise to sell, and the same being unsupported by any valuable
consideration, by force of the New Civil Code, is null and void".
4. The lower court rendered judgment ordering Mrs. Rigos to accept the sum
judicially consigned by him and to execute, in his favor, the requisite deed of
conveyance.
5. Hence, this appeal by Mrs. Rigos.
ISSUE: W/N there was a perfected contract of sale – YES
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.
DISPOSITIVE:
WHEREFORE, the decision appealed from is hereby affirmed, with costs against defendant-
appellant Severina Rigos. It is so ordered.

RULING
 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.
 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.