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1 Limson - v. - Court - of - Appeals20210625-11-179m060
1 Limson - v. - Court - of - Appeals20210625-11-179m060
1 Limson - v. - Court - of - Appeals20210625-11-179m060
DECISION
BELLOSILLO, J : p
Filed under Rule 45 of the Rules of Court this Petition for Review on
Certiorari seeks to review, reverse and set aside the Decision 1 of the Court of
Appeals dated 18 May 1998 reversing that of the Regional Trial Court dated 30
June 1993. The petition likewise assails the Resolution 2 of the appellate court of
19 October 1998 denying petitioner's Motion for Reconsideration.
Petitioner Lourdes Ong Limson, in her 14 May 1979 Complaint filed before
the trial court, 3 alleged that in July 1978 respondent spouses Lorenzo de Vera
and Asuncion Santos-de Vera, through their agent Marcosa Sanchez, offered to
sell to petitioner a parcel of land consisting of 48,260 square meters, more or
less, situated in Barrio San Dionisio, Parañaque, Metro Manila; that respondent
spouses informed her that they were the owners of the subject property; that
on 31 July 1978 she agreed to buy the property at the price of P34.00 per
square meter and gave the sum of P20,000.00 to respondent spouses as
"earnest money;" that respondent spouses signed a receipt therefor and gave
her a 10-day option period to purchase the property; that respondent Lorenzo
de Vera then informed her that the subject property was mortgaged to Emilio
Ramos and Isidro Ramos; that respondent Lorenzo de Vera asked her to pay
the balance of the purchase price to enable him and his wife to settle their
obligation with the Ramoses.
Petitioner also averred that she agreed to meet respondent spouses and
the Ramoses on 5 August 1978 at the Office of the Registry of Deeds of Makati,
Metro Manila, to consummate the transaction but due to the failure of
respondent Asuncion Santos-de Vera and the Ramoses to appear, no
transaction was formalized. In a second meeting scheduled on 11 August 1978
she claimed that she was willing and ready to pay the balance of the purchase
price but the transaction again did not materialize as respondent spouses failed
to pay the back taxes of subject property. Subsequently, on 23 August 1978
petitioner allegedly gave respondent Lorenzo de Vera three (3) checks in the
total amount of P36,170.00 for the settlement of the back taxes of the property
and for the payment of the quitclaims of the three (3) tenants of subject land.
The amount was purportedly considered part of the purchase price and
respondent Lorenzo de Vera signed the receipts therefor.
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Petitioner alleged that on 5 September 1978 she was surprised to learn
from the agent of respondent spouses that the property was the subject of a
negotiation for the sale to respondent Sunvar Realty Development Corporation
(SUNVAR) represented by respondent Tomas Cuenca, Jr. On 15 September
1978 petitioner discovered that although respondent spouses purchased the
property from the Ramoses on 20 March 1970 it was only on 15 September
1978 that TCT No. S-72946 covering the property was issued to respondent
spouses. As a consequence, she filed on the same day an Affidavit of Adverse
Claim with the Office of the Registry of Deeds of Makati, Metro Manila, which
was annotated on TCT No. S-72946. She also claimed that on the same day she
informed respondent Cuenca of her "contract" to purchase the property. ESDcIA
person that he shall have the right to buy his property at a fixed price within a
certain time. He does not sell his land; he does not then agree to sell it; but he
does sell something, i.e., the right or privilege to buy at the election or option of
the other party. 10 Its distinguishing characteristic is that it imposes no binding
obligation on the person holding the option, aside from the consideration for
the offer. Until acceptance it is not, properly speaking, a contract, and does not
vest, transfer, or agree to transfer, any title to, or any interest or right in the
subject matter, but is merely a contract by which the owner of the property
gives the optionee the right or privilege of accepting the offer and buying the
property on certain terms. 11
On the other hand, a contract, like a contract to sell, involves the meeting
of minds between two persons whereby one binds himself, with respect to the
other, to give something or to render some service. 12 Contracts, in general, are
perfected by mere consent, 13 which is manifested by the meeting of the offer
and the acceptance upon the thing and the cause which are to constitute the
contract. The offer must be certain and the acceptance absolute. 14
T h e Receipt 15 that contains the contract between petitioner and
respondent spouses provides —
Received from Lourdes Limson the sum of Twenty Thousand
Pesos (P20,000.00) under Check No. 22391 dated July 31, 1978 as
earnest money with option to purchase a parcel of land owned by
Lorenzo de Vera located at Barrio San Dionisio, Municipality of
Parañaque, Province of Rizal with an area of forty eight thousand two
hundred sixty square meters more or less at the price of Thirty Four
Pesos (P34.00) 16 cash subject to the condition and stipulation that
have been agreed upon by the buyer and me which will form part of
the receipt. Should the transaction of the property not materialize not
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on the fault of the buyer, I obligate myself to return the full amount of
P20,000.00 earnest money with option to buy or forfeit on the fault of
the buyer. I guarantee to notify the buyer Lourdes Limson or her
representative and get her conformity should I sell or encumber this
property to a third person. This option to buy is good within ten (10)
days until the absolute deed of sale is finally signed by the parties or
the failure of the buyer to comply with the terms of the option to buy as
herein attached.
There is nothing in the Receipt which indicates that the P20,000.00 was
part of the purchase price. Moreover, it was not shown that there was a
perfected sale between the parties where earnest money was given. Finally,
when petitioner gave the "earnest money," the Receipt did not reveal that she
was bound to pay the balance of the purchase price. In fact, she could even
forfeit the money given if the terms of the option were not met. Thus, the
P20,000.00 could only be money given as consideration for the option contract.
That the contract between the parties is one of option is buttressed by the
provision therein that should the transaction of the property not materialize
without fault of petitioner as buyer, respondent Lorenzo de Vera obligates
himself to return the full amount of P20,000.00 "earnest money" with option to
buy or forfeit the same on the fault of petitioner. It is further bolstered by the
provision therein that guarantees petitioner that she or her representative
would be notified in case the subject property was sold or encumbered to a
third person. Finally, the Receipt provided for a period within which the option
to buy was to be exercised, i.e., "within ten (10) days" from 31 July 1978. aSIETH
SO ORDERED.
Mendoza, Quisumbing and Buena, JJ., concur.
De Leon, Jr., J., is on leave.
Footnotes
1. Penned by Associate Justice Jesus M. Elbinias, concurred in by Associate
Justices Hector L. Hofileña and Mariano M. Umali (Special Fifth Division).
2. Ibid.
3. Records, pp. 13-18.
4. Id., pp. 39-41.
5. Id., pp. 19-23.
6. Id., pp. 24-27.
7. Decision penned by Sofronio G. Sato, RTC-Br. 111, Pasay City.
17. Id., citing Fernandez v. Court of Appeals, G.R. No. 80231, 18 October 1988,
166 SCRA 577.
18. Id., citing De Leon, Comments and Cases on Sales, 1986 Rev. Ed., p. 67.
19. Art. 2221, Civil Code.
20. Art. 2229, id .