Nicolas Sanchez and Severina Rigos executed an instrument entitled “Option toPurchase” wherein Mrs. Rigos agreed, promised and committed to sell to Mr. Sancheza parcel of land for the amount of P1, 510. 00 within two years from the date of the instrument, with the understanding that the said option shall be deemed terminated and elapsed if Mr. Sanchez shall fail to exercise his right to buy the property within the stipulated period.
Mrs. Rigos agreed and committed to sell and Mr. Sanchez agreed and committed to buy. But there is nothing in the contract to indicate that her agreement, promise and undertaking is supported by a consideration distinct from the price stipulated for the sale of the land. Mr. Sanchez has made several tenders of payment in the said amount within the period before any withdrawal from the contract has been made by Mrs. Rigos, but were rejected nevertheless.
Can an accepted unilateral promise to sell without consideration distinct from the price be withdrawn arbitrarily?
No. An accepted promise to sell is an offer to sell when accepted becomes a contract of sale.
Since there may be no valid contract without a cause or consideration, the 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. This view has the advantage of avoiding a conflict between Articles 1324 – on the general principles on contracts – and 1479 – on sales – of the Civil Code.
Article 1324 – When the offeror has allowed the offeree a certain period to accept, the offer may be withdrawn at any time before acceptance by communicating such withdrawal, except when the option is founded upon a consideration, as something paid or promised.
* Case digest by Kristine Camille Gahuman, LLB-1, Andres Bonifacio Law School, SY 2017-2018