G.R. No. L-9871, 31 January 1958, 102 Phil 948


Petitioner seeks to reverse the decision where it was ordered to pay damages to the respondent for its failure to deliver the sardines which it offered to the latter. It avers that there was no contract of sale but a mere option to buy which could not be binding upon itself as the respondent did not secure the same with consideration.


Was the agreement between the petitioner and the private respondent a Contract of Sale or an Option Contract?


It was a Contract of Sale.

Petitioner contends that with the respondent’s acceptance of its offer only a unilateral promise arose. Such assumption is a mistake, because a bilateral contract to sell and to buy was created upon acceptance. So much so that B. Cua Hian Tek could be sued, he had backed out after accepting, by refusing to get the sardines and/or to pay for their price.

An option is unilateral: a promise to sell at the price fixed whenever the offeree should decide to exercise his option within the specified time. After accepting the promise and before he exercises his option, the holder of the option is not bound to buy. He is free either to buy or not to later.

In this case, however, upon accepting herein petitioner’s offer a bilateral promise to sell and to buy ensued, and the respondent ipso facto assumed the obligations of a purchaser. He did not just get the right subsequently to buy or not to buy. It was not a mere option then; it was bilateral contract of sale.

*Case digest by Roger Angielo V. Atenta, JD-IV, Andres Bonifacio College, SY 2019-2020