SPOUSES JULIO D.
VILLAMOR AND MARINA VILLAMOR, petitioners
V. THE HON. COURT OF APPEALS AND SPOUSES MACARIA LABINGISA REYES AND ROBERTO
REYES, respondents.
G. R. No. 97332 | October 10, 1991
DOCTRINE(S): Consideration
of contracts; Acceptance and offer; Perfection of contract of sale;
Prescription
FACTS:
Macaria Labingisa Reyes was the owner of a 600-sq.m. lot
located at Baesa, Caloocan City.
In July 1971, Macaria sold a portion of 300 sq. m. of the
lot to the Sps. Julio and Marina Villamor for the total amount of P21,000. Earlier, Macaria borrowed P2,000 from the spouses
which amount was deducted from the total purchase price of the 300 sq. m. lot
sold. On Nov. 11, 1971, Macaria executed a “Deed of Option” in favor of
Villamor in which the remaining 300 sq. m. portion of the lot would be sold to
Villamor “whenever the need of such sale arises either on the part of the
Reyeses or on the part of the sps. Villamor” at the same price of P70.00 per
sq. m. and excluding whatever improvement may be found thereon.
When Roberto Reyes, the husband, retired in 1984, they
offered to repurchase the lot sold by them to the Villamor spouses but Marina
Villamor refused and reminded them instead that the Deed of Option in fact gave
them the option to purchase the remaining portion of the lot.
The Villamors, on the other hand, claimed that they had
expressed their desire to purchase the remaining 300 sq. m. portion of the lot
but the Reyeses had been ignoring the. Thus, on July 13, 1987 they filed a
complaint for specific performance against the Reyeses.
ISSUE(S): Whether
or not the Deed of Option is valid
RULING:
Petition is DENIED.
RATIO:
The court a quo, ruled that the Deed of Option was a valid
agreement between the parties.
As expressed in Gonzales v. Trinidad, consideration is “the
why of the contracts, the essential reason which moves the contracting parties
to enter into the contract.” The cause or the impelling reason on the part of
private respondent in executing the deed of option as appearing in the deed itself
is the petitioners’ having agreed to buy the 300 sq. m. portion of private
respondents’ land at P70.00/sq.m. “which was greatly higher than the actual
reasonable prevailing price.” This cause or consideration is clear from the
deed.
The “deed of option” entered into by the parties in this
case had unique features. Ordinarily, an optional contract is a privilege
existing in one person, for which he had paid a consideration and which gives
him the right to buy certain merchandise or certain specified property from
another person, if he choses, at any time within the agreed period at a fixed
price. The second part of the deed stated that the only reason why the Villamor
spouses agreed to buy the said lot at a much higher price is because the vendor
also agreed to sell to the Villamors the other half portion of 300 sq. m. of
the land. But the “deed of option” also stated that the sale of the other half
would be made “whenever the need of such sale arises, either on our (Reyeses)
part or on the part of the spouses Julio Villamor and Marina V. Villamor. It
appears that while the option to buy was granted to the Villamors, the Reyeses
were likewise granted an option to sell. In other words, it was not only the
Villamors who were granted an option to buy for which they paid a
consideration. The Reyeses as well were granted an option to sell should the need
for such sale on their part arise.
In the instant case, the option offered by private
respondents had been accepted by the petitioner, the promisee, in the same
document. The acceptance of an offer for a price certain created a bilateral
contract to sell and buy and upon acceptance, the offeree, ipso facto assumes
obligations of a vendee. Demandability may be exercised at any time after the
execution of the deed.
A contract of sale is, under the Article 1475 of the Civil
Code, “perfected at the moment there is a meeting of minds upon the thing which
is the object of the contract and upon the price. From that moment, the parties
may reciprocally demand performance, subject to the provisions of the law governing
the form of contracts.” Since there was, between the parties, a meeting of
minds upon the object and the price, there was already a perfected contract of
sale. What was, however, left to be done was for either party to demand from
the other respective undertakings under the contract. It may be demanded at any
time either by the private respondents, who may compel the petitioners to pay
for the property or the petitioners, who may compel the private respondents to
deliver the property.
However, the Deed of Option did not provide for the period
within which the parties may demand the performance of their respective
undertakings in the instrument. The parties could not have contemplated that
the delivery of the property and the payment thereof could be made indefinitely
and render uncertain the status of the land. The failure of either parties to
demand performance of the obligation of the other for an unreasonable length of
time renders the contract ineffective.
Under Article 1144 (1) of the Civil Code, actions upon a
written contract must be brought within 10 years. The complaint in this case
was filed by the petitioners 17 years from the time of the execution of the
contract. Hence, the right of action had prescribed.
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