GR L 25494; (June, 1972) (Digest)
G.R. No. L-25494 June 14, 1972
NICOLAS SANCHEZ, plaintiff-appellee, vs. SEVERINA RIGOS, defendant-appellant.
FACTS
On April 3, 1961, Nicolas Sanchez and Severina Rigos executed an instrument titled “Option to Purchase.” By its terms, Rigos agreed to sell a parcel of land to Sanchez for P1,510.00, provided Sanchez exercised his option within two years. The instrument did not impose any obligation on Sanchez to buy, nor did it state that Rigos’s promise was supported by a consideration distinct from the purchase price. Sanchez attempted to tender payment within the period, but Rigos refused.
Sanchez subsequently filed an action for specific performance and consigned the purchase price with the court. In her answer, Rigos contended the contract was a unilateral promise to sell unsupported by any consideration and was therefore void under the Civil Code. Both parties moved for judgment on the pleadings. The trial court ruled in favor of Sanchez, ordering Rigos to accept the payment and execute a deed of sale.
ISSUE
Whether the “Option to Purchase” is a binding contract that Sanchez can enforce for specific performance.
RULING
No. The Supreme Court reversed the trial court’s decision. The applicable law is Article 1479 of the Civil Code. The first paragraph covers reciprocally demandable bilateral contracts to buy and sell. The second paragraph governs binding unilateral promises, requiring them to be “supported by a consideration distinct from the price.”
The Court found the instrument was merely a unilateral promise (an option contract), not a bilateral contract, as it obligated Rigos to sell but did not obligate Sanchez to buy. For such a unilateral promise to be binding, it must be supported by an independent consideration. The instrument contained no such consideration, and Sanchez’s complaint failed to allege its existence. By moving for judgment on the pleadings, Sanchez admitted the truth of Rigos’s allegation in her answer that there was no distinct consideration. Consequently, the option was not binding upon Rigos, and Sanchez could not compel its execution. The promise, being unsupported, could be withdrawn at any time before acceptance.