G.R. No. L-18862; June 30, 1964
ROMAN MIRASOL, petitioner, vs. MANUEL R. YUSAY, ET AL., respondents.

FACTS

Manuel R. Yusay leased a portion of his Hacienda Retiro to Roman Mirasol. The lease contract granted Mirasol an option to purchase the property, stating that if Yusay decided to sell, he would give Mirasol the option to buy under equal price and conditions. On June 23, 1958, Yusay sent Mirasol a letter offering to sell the entire hacienda for P100,000 cash, requesting a reply by June 30. Mirasol received the letter on June 27 and replied that same day, stating he was interested to buy “in the same PRICE, MANNER, CONDITIONS, AND CONSIDERATIONS other buyers will offer.” He also noted knowledge of a prior sale to Maria Yulo. On July 2, Mirasol sent a follow-up letter reiterating his readiness to buy under the same conditions as other prospective buyers.
Yusay received both letters but did not reply. On July 16, 1958, he executed a deed of sale over the hacienda in favor of Maria L. Yulo. The stated consideration was P35,000, but the Court of Appeals found the total consideration, including pre-existing loans and jewelry, amounted to P100,000. Mirasol then filed an action to enforce his preferential right to purchase the property for P35,000 and for damages.

ISSUE

The primary issues are: (1) whether Yusay’s offer to Mirasol complied with the contractual option, and (2) whether Mirasol’s letters constituted a valid acceptance of that offer, thereby creating a binding contract.

RULING

The Supreme Court affirmed the lower courts’ decisions, ruling against Mirasol. On the first issue, the Court rejected Mirasol’s novel interpretation that the option required Yusay to first secure a firm offer from a third party and then match those terms with Mirasol. The Court held such an interpretation would place Yusay in an unreasonable and circuitous position, potentially preventing a sale altogether if no third-party offer was obtained. Yusay’s direct offer of a specific cash price (P100,000) was a valid exercise of the contractual option.
On the second and decisive issue, the Court held that Mirasol’s replies did not constitute a valid acceptance. An acceptance must be absolute and unqualified, mirroring the terms of the offer. Yusay’s offer was a definite proposal to sell for P100,000 cash. Mirasol’s response, expressing interest to buy under the same “PRICE, MANNER, CONDITIONS, AND CONSIDERATIONS other buyers will offer,” was conditional and equivocal. It indicated he was awaiting the terms offered by other prospective buyers, not accepting Yusay’s specific P100,000 cash offer. This was a counter-proposal or a rejection, not an acceptance. Consequently, no perfected contract of sale was formed between Yusay and Mirasol. The subsequent sale to Yulo for an equivalent total value of P100,000 was therefore valid. Mirasol’s claim that the acceptance period was too short was negated by the fact the sale to Yulo occurred weeks later, giving him ample time to make a proper acceptance, which he failed to do.