Civil Law

Sanchez vs. Rigos, G.R. No. L-25494, 45 SCRA 368, June 14, 1972.
TOPIC: CONTRACTS; CONTRACT TO BUY AND SELL; OPTION WITHOUT CONSIDERATION
FACTS: On April 3, 1961, plaintiff (Nicolas Sanchez) and defendant (Severina Rigos) executed an
instrument, entitled "Option to Purchase," whereby Mrs. Rigos "agreed, promised and committed . . . to
sell" to Sanchez, for the sum of P1,510.00, a parcel of land situated in the barrios of Abar and Sibot,
municipality of San Jose, province of Nueva Ecija, within two (2) years from said date with the
understanding that said option shall be deemed "terminated and elapsed," if "Sanchez shall fail to exercise
his right to buy the property" within the stipulated period. Inasmuch as several tenders of payment of the
sum of P1,510.00, made by Sanchez within said period, were rejected by Mrs. Rigos, on March 12, 1963,
the former deposited said amount with the Court of First Instance of Nueva Ecija and commenced against
the latter an action for specific performance and damages.
The lower court rendered judgment for Sanchez, ordering Mrs. Rigos to accept the sum judicially consigned
by him and to execute, in his favor, the requisite deed of conveyance. Mrs. Rigos was, likewise, sentenced
to pay P200.00, as attorney's fees, and the costs. Hence, this appeal by Mrs. Rigos.
The plaintiff alleges that, by virtue of the option under consideration, "defendant agreed and committed to
sell" and "the plaintiff agreed and committed to buy" the land described in the option. Hence, plaintiff
maintains that the promise contained in the contract is "reciprocally demandable," pursuant to the first
paragraph of said Article 1479.
On the other hand, the defendant contends that the contract between the parties "is a unilateral promise to
sell, and the same being unsupported by any valuable consideration, by force of the New Civil Code, is null
and void"
ISSUE: Whether the contract entered into by the parties is nevertheless binding for lack of a separate
consideration.
HELD: Yes.
This Court itself, in the case of Atkins, Kroll & Co., Inc. vs. Cua Hian Tek (102 Phil., 948), decided later
than Southwestern Sugar & Molasses Co. vs. Atlantic & Pacific Co., 97 Phil., 249, saw no distinction
between Articles 1324 and 1479 of the Civil Code and applied the former where a unilateral promise to sell
similar to the one sued upon was involved, treating such promise as an option which, although not binding
as a contract in itself for lack of a separate consideration, nevertheless generated a bilateral contract of
purchase and sale upon acceptance. In other words, since there may be no valid contract without a cause or
consideration promisor is not bound by his promise and may, accordingly withdraw it. Pending notice of
its withdrawal, his accepted promise partakes, however, of the nature of an offer to sell which, if accepted,
results in a perfected contract of sale.
The option did not impose upon plaintiff the obligation to purchase defendant's property. Where both parties
indicated in the instrument in the caption, as an "Option to Purchase," and under the provisions thereof, the
defendant "agreed, promised and committed" herself to sell the land therein described to the plaintiff for
P1,510.00, but there is nothing in the contract to indicate that her aforementioned agreement, promise and
undertaking is supported by a consideration "distinct from the price" stipulated for the sale of the land, it is
not a "contract to buy and sell." It merely granted plaintiff an "option" to buy.

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Civil Law

It should be noted that: Article 1354 applies to contracts in general, whereas the second paragraph of Article
1479 refers to "sales" in particular, and, more specifically, to "an accepted unilateral promise to buy or to
sell."
In order that a unilateral promise may be "binding" upon the promisor, Article 1479 requires the
concurrence of a condition namely, that the promise be "supported by a consideration distinct from the
price." Accordingly, the promisee cannot compel the promisor to comply with the promise, unless the
former establishes the existence of said distinct consideration. In other words, the promisee has the burden
of proving such consideration.
The view that an option to sell can still be withdrawn, even if accepted, if the same is not supported by any
consideration, has the advantage of avoiding a conflict between Article 1324 — on the general principles
on contracts — and 1479 — on sales — of the Civil Code, in line with the cardinal rule of statutory
construction that, in construing different provisions of one and the same law or code, such interpretation
should be favored as will reconcile or harmonize said provisions and avoid a conflict between the same.
Indeed, the presumption is that, in the process of drafting the Code, its author has maintained a consistent
philosophy or position. Moreover, the decision in Southwestern Sugar & Molasses Co. vs. Atlantic Gulf &
Pacific Co., supra, holding that Article 1324 is modified by Article 1479 of the Civil Code, in effect,
considers the latter as an exception to the former, and exceptions are not favored, unless the intention to the
contrary is clear, and it is not so, insofar as said two (2) articles are concerned. What is more, the reference,
in both the second paragraph of Article 1479 and Article 1324, to an option or promise supported by or
founded upon a consideration, strongly suggests that the two (2) provisions intended to enforce or
implement the same principle.