GR 83759; (July, 1991) (Digest)
G.R. No. 83759 ; July 12, 1991
SPOUSES CIPRIANO VASQUEZ and VALERIANA GAYANELO, petitioners, vs. HONORABLE COURT OF APPEALS and SPOUSES MARTIN VALLEJERA and APOLONIA OLEA, respondents.
FACTS
On September 21, 1964, respondents-spouses Vallejera sold a registered lot to petitioners-spouses Vasquez under a Deed of Sale for P9,000.00, and the title was transferred. On the same day, the parties executed a separate, duly notarized instrument entitled “Right to Repurchase,” granting respondents the right to repurchase the lot for P12,000.00 within ten years starting from the agricultural year 1969-1970. In 1969, respondents attempted to sell the same lot to a third party, Benito Derrama, Jr., but this sale was cancelled after petitioners paid Derrama P12,000.00. Respondents then filed an action to compel petitioners to resell the lot to them based on the “Right to Repurchase” document.
ISSUE
Whether the separate “Right to Repurchase” document constitutes a valid conventional redemption (pacto de retro sale) or merely an unenforceable unilateral promise to sell.
RULING
The Supreme Court ruled that the transaction was not a sale with a right to repurchase (pacto de retro) but an absolute sale coupled with a separate unilateral promise to resell. The legal logic is anchored on the distinction between a pacto de retro sale, where the right to repurchase is an integral part of the contract of sale itself, and an absolute sale with a subsequent promise to resell. Here, the right to repurchase was stipulated in an instrument separate from the Deed of Sale, even though both were executed on the same day. Following Article 1479 of the Civil Code, an accepted unilateral promise to sell is binding only if supported by a consideration distinct from the price. The “Right to Repurchase” document lacked such separate consideration; it was not supported by any premium or distinct payment apart from the original sale price. Consequently, it remained a mere unaccepted promise, not reciprocally demandable. The Court distinguished this case from Sanchez v. Rigos, where the promise was binding due to a distinct consideration, and aligned it with principles requiring clear contractual intent for conventional redemption. Since no such integrated agreement existed, respondents could not compel repurchase under Article 1601 on conventional redemption. The complaint was dismissed.