Case Digest: Sps. Villamor v. CA


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.


Comments