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Roberto Tuazon Vs Del Rosario-Suarez

Roberto Tuazon leased land from Lourdes Del Rosario-Suarez for three years. During the lease, Lourdes offered to sell the land to Roberto for P37,541,000, giving him two years to decide. After the lease expired, Lourdes sold the land to the De Leons. Roberto refused to vacate, so the De Leons filed an unlawful detainer case. Roberto then filed a case to annul the sale to the De Leons. The court ruled that Lourdes' offer to Roberto was merely an option contract, not a contract of sale, since Roberto did not accept the price and made a counteroffer. As the option period expired,

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95 views2 pages

Roberto Tuazon Vs Del Rosario-Suarez

Roberto Tuazon leased land from Lourdes Del Rosario-Suarez for three years. During the lease, Lourdes offered to sell the land to Roberto for P37,541,000, giving him two years to decide. After the lease expired, Lourdes sold the land to the De Leons. Roberto refused to vacate, so the De Leons filed an unlawful detainer case. Roberto then filed a case to annul the sale to the De Leons. The court ruled that Lourdes' offer to Roberto was merely an option contract, not a contract of sale, since Roberto did not accept the price and made a counteroffer. As the option period expired,

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Jayson
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Roberto Tuazon vs.

Del Rosario-Suarez
GR No. 168325, December 13, 2010

Facts:

Respondent Lourdes Q. Del Rosario-Suarez was the owner of a parcel of land in Quezon City. Petitioner
Roberto D. Tuazon and Lourdes executed a Contract of Lease over the land for a period of three years.

During the effectivity of the lease, Lourdes sent a letter to Roberto where she offered to sell to the latter
subject parcel of land. She pegged the price at P37,541,000.00 and gave him two years to decide on the
offer.

More than four months after the expiration of the Contract of Lease, Lourdes sold subject parcel of land
to the De Leons. The new owners notified Roberto to vacate the premises.

Roberto refused hence, the De Leons filed a complaint for Unlawful Detainer against him. The MeTC
rendered a Decision ordering Roberto to vacate the property for non-payment of rentals and expiration
of the contract.

While the ejectment case was on appeal, Roberto filed with the RTC of Quezon City a Complaint for
Annulment of Deed of Absolute Sale, Reconveyance, Damages and Application for Preliminary Injunction
against Lourdes and the De Leons.

The court declared the Deed of Absolute Sale made by Lourdes in favor of the De Leons as valid and
binding. The offer made by Lourdes to Roberto did not ripen into a contract to sell because the price
offered by the former was not acceptable to the latter. The offer made by Lourdes is no longer binding
and effective at the time she decided to sell the subject lot to the De Leons because the same was not
accepted by Roberto.

Issue:

Whether or not there was a perfected contract of sale

Ruling:

No. It was merely an option contract

It is undisputed that Roberto did not accept the terms stated in the letter of Lourdes as he negotiated
for a much lower price. Roberto’s act of negotiating for a much lower price was a counter-offer and is
therefore not an acceptance of the offer of Lourdes.

The counter-offer of Roberto for a much lower price was not accepted by Lourdes. There is therefore no
contract that was perfected between them with regard to the sale of subject property.

Roberto, thus, does not have any right to demand that the property be sold to him at the price for which
it was sold to the De Leons neither does he have the right to demand that said sale to the De Leons be
annulled.
This case involves an option contract and not a contract of a right of first refusal. An option contract is
entirely different and distinct from a right of first refusal in that in the former, the option granted to the
offeree is for a fixed period and at a determined price.

It is clear that the offer embodies an option contract as it grants Roberto a fixed period of only two
years to buy the subject property at a price certain of P37,541,000.00.

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