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
TOPIC:
Formation of Sale
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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