G.R. No. L‑3936
December 21, 1907

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FACTS
1. Contract of Sale (13 Feb 1906). José Villegas sold a parcel of land to Nicolás Capistrano with a repurchase clause: if Villegas returned ₱1,000 within three months (i.e., on or before 13 May 1906), the deed would be null and void.
2. Attempted Repurchase.
– 5 May 1906 Villegas, from Cebu, instructed Smith, Bell & Co. to have their agent Kauffman (Cagayan) deliver the ₱1,000 to Capistrano.
– 13 May 1906 Kauffman went to Capistrano’s residence, announced his authority from Villegas, and offered the money. Capistrano’s wife declined to act; Capistrano himself later refused the money, claiming Kauffman lacked authority and that the deadline had expired.
– 1518 May 1906 Further offers were made, each rejected on the same grounds.
– After 18 May 1906 Telegraphed inquiries confirmed no payment had been received; the plaintiff made additional offers, which Capistrano again rejected, stating the period had elapsed.
3. Deposit with Court. On 25 June 1906, Kauffman, as Villegas’ agent, deposited the ₱1,000 with the clerk of the Court of First Instance.
4. Litigation. Villegas sued to enforce his repurchase right. The trial court ruled for Villegas; Capistrano appealed.

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ISSUE
Whether the plaintiff (Villegas) complied with the contractual condition to preserve his right of repurchase, i.e., (a) did he offer payment within the stipulated three‑month period, and (b) was the subsequent deposit in court required for the validity of the repurchase?

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RULING
1. Deadline Not Missed. The three‑month period runs through 13 May 1906. The plaintiff’s offer on that day, through his duly authorized agent Kauffman, satisfies the contractual condition. (The plaintiff is not required to wait for the defendant’s acceptance; the mere offer within the period is sufficient.)
2. Authority of Agent. Kauffman acted under proper authority from Smith, Bell & Co., which in turn acted for Villegas. The defendant’s contention that the agent lacked authority was rejected.
3. Deposit Not Essential. Following the May 13 offer, the plaintiff’s later deposit of the money with the court was merely additional security; it was not a legal requirement to preserve the repurchase right.
4. Result. The Supreme Court affirmed that Villegas had fully performed what the law demanded to retain his right of repurchase. Consequently, the judgment of the lower court was modified to:

– Enter judgment in favor of the plaintiff, declaring his right to repurchase the property upon payment of ₱1,000 and related expenses;
– Award costs to the plaintiff;
– Deny any claim for damages against the plaintiff.

All justices concurred.

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Key Principle: In a contract containing a repurchase clause, the purchaser’s timely offer of payment (through an authorized agent) suffices to preserve the right; the actual delivery of money or its deposit with the court is not indispensable.