Vasquez v CA

G.R. No. 83759. July 12, 1991

Art. 1324 – When offer may be withdrawn.

Petitioner – Sps. Cipriano Vasquez & Valeriano Gayanelo

Respondents – CA, Sps. Martin Vallejera & Apolonia Olea

Petitioner – Sps. Cipriano Vasquez & Valeriano Gayanelo

Respondents – CA, Sps. Martin Vallejera & Apolonia Olea

Facts:

· In 1959, Vallejera leased the lot in question to Vaquez.

· In 1964, they sold it to the Vasquez through Deed of Sale for the amount of P9,000.00. Along with
the execution of the Deed of Sale, a separate instrument of Right to Repurchase was executed by the
parties granting Vallejera the right to repurchase the said lot for P12,000.00.

· But in 1969, Vallejera sold the same lot to another buyer for the sum of P12,000.00. Vasquez
protested and effected the cancellation of the second sale after he paid the second buyer of P12,000.00.

· In 1975, Sps. Vallejera filed an action against the Sps. Vasquez to redeem a parcel of land of the
Himamaylan Cadastre, which was previously sold by Vallejera to Vasquez.

· Vasquez resisted this action for redemption on the premise that the Right to Repurchase is just an
option to buy since it is not embodied in the same document of sale but in a separate document, and
since such option is not supported by a consideration distinct from the price, said deed for right to
repurchase is not binding upon them.

· The trial court rendered judgement against the Vasquez, ordering them to resell the questioned lot
to the Vallejera for the repurchase price of P24,000.00. It was affirmed by the CA.

· But Vasquez insisted that they cannot be compelled to resell the said lot because the nature of the
sale was that of an absolute deed of sale and that the right to repurchase can only be either an option to
buy or a mere promise on their part to resell the property.

. The court of appeals rule against the petitioner citing its decision from Sanchez vs. Rigos, SC
arrived at the conclusion that Article 1479 of the Civil Code which provides: ––

Art. 1479. 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 promissory if the promise is supported by a consideration distinct from the price.

and Article 1324 thereof which provides:

Art. 1324. When the offerer has allowed the offerer a certain period to accept, the offer may be
withdrawn at any time before acceptance by communicating such withdrawal, except when the
option is founded upon a consideration, as something paid or promised.

The Court 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 separate
consideration, nevertheless generated a bilateral contract of purchase and sale upon acceptance. It was
obvious that Sanchez, the promisee, accepted the option to buy before Rigos, the promisor, withdrew
the same. Under such circumstances, the option to purchase was converted into a bilateral contract of
sale which bound both parties.

Issue:

WoN there is evidence showing that the petitioner accepted the right to repurchase the land in
question in order for them to resell the property.

Held:

No, it is clear that the right to repurchase was not supported by a consideration distinct from the price.
The rule is that the promisee has the burden of proving such consideration.

The Court holds that Vasquez did not accepted the “Right to Repurchase” the land in question as
evidenced by the record.

Under Art. 1324, when the offerer has allowed the offeree a certain period to accept, the offer
may be withdrawn at any time before acceptance by communicating such withdrawal, except when the
option is founded upon a consideration, as something paid or promised.

In the case at bar, the annotation and registration of the right to repurchase at the back of the
certificate of title of the Vasquez cannot be considered as acceptance of the right to repurchase. It only
served as notice of the existence of such unilateral promise of the petitioners to resell the same to the
Vallejera.

Neither can the signature of the Vasquez in the document called “right to repurchase” signify
acceptance of the right to repurchase. Acceptance should be made by the promisee, Vallejera, and not
the promisors, Vasquez. But Vallejera did not sign the offer. Furthermore, the actions of Vallejera, i.e.
filing a complaint to compel re-sale and their demands for resale prior to filing of the complaint, cannot
be considered acceptance.

Thus, the petition is GRANTED. The CA decision is REVERSED and SET ASIDE, and the complaint
filed by Vallejera in CFI Negros Occidental is DISMISSED.