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12 Kinds of Promise

This case discusses the difference between a contract to buy and sell versus a unilateral promise to sell under Article 1479 of the Civil Code. The document granted the plaintiff an "option to purchase" certain land, but did not include consideration to support treating it as a binding contract. Therefore, the court found it was a unilateral promise to sell by the defendant that was not legally enforceable, rather than an accepted bilateral contract to buy and sell. The judgment of the lower court ordering the defendant to sell the land to the plaintiff was reversed.

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228 views2 pages

12 Kinds of Promise

This case discusses the difference between a contract to buy and sell versus a unilateral promise to sell under Article 1479 of the Civil Code. The document granted the plaintiff an "option to purchase" certain land, but did not include consideration to support treating it as a binding contract. Therefore, the court found it was a unilateral promise to sell by the defendant that was not legally enforceable, rather than an accepted bilateral contract to buy and sell. The judgment of the lower court ordering the defendant to sell the land to the plaintiff was reversed.

Uploaded by

Ron Ace
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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NICOLAS SANCHEZ vs.

SEVERINA RIGOS
45 SCRA 368, G.R. No. L-25494 June 14, 1972

TOPIC: Article 1479. Kinds of Promise. An accepted unilateral promise to buy or to sell.

DOCTRINE / CASE LAW:

This case admittedly hinges on the proper application of Article 1479 of our Civil Code,
which provides:
ART. 1479. A promise to buy and sell a determinate thing for a price certain is
reciprocally demandable. An accepted unilateral promise to buy or to sell a determinate thing for
a price certain is binding upon the promisor if the promise is supported by a consideration
distinct from the price.

The option did not impose upon plaintiff the obligation to purchase defendant's property.

This has the advantage of avoiding a conflict between Articles 1324 — on the general
principles on contracts — and 1479 — on sales — of the Civil Code, in line with the cardinal
rule of statutory construction that, in construing different provisions of one and the same law or
code, such interpretation should be favored as will reconcile or harmonize said provisions and
avoid a conflict between the same.

FACTS:
Rigos and Sanchez executed an instrument entitled "Option to Purchase,". Rigos "agreed,
promised and committed ... to sell" to Sanchez the sum of P1,510.00, a parcel of land situated in
the barrios of Abar and Sibot, municipality of San Jose, province of Nueva Ecija within two (2)
years from said date with the understanding that said option shall be deemed "terminated and
elapsed," if "Sanchez shall fail to exercise his right to buy the property" within the stipulated
period. Rigos agreed and committed to sell and 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.

Several payments were made by Sanchez but Rigos rejected and so Sanchez filed an
action for Specific Performance. The lower court rendered judgment in favor of Sanchez and
ordered Rigos to accept the sum Sanchez judicially consigned, and to execute in his favor the
requisite deed of conveyance. Rigos alleged as a special defense, that the contract between the
parties "is a unilateral promise to sell, and the same being unsupported by any valuable
consideration, by force of the New Civil Code, is null and void".

ISSUE:
Whether or not there was a contract to buy and sell between the parties or only a
unilateral promise to sell?

HELD:
An accepted promise to sell is an offer to sell when accepted becomes a contract of sale.

CALONIA, MA. LAUREVER O.


Law 113 Sales
August 22, 2020
The instrument executed in 1961 is not a "contract to buy and sell," but merely granted
plaintiff an "option" to buy, as indicated by its own title "Option to Purchase."
Article 1479 must be read in relation to Article 1354. Article 1354 applies to contracts in
general, whereas the second paragraph of Article 1479 refers to "sales" in particular, and, more
specifically, to "an accepted unilateral promise to buy or to sell." In other words, Article 1479 is
controlling in the case at bar.

CALONIA, MA. LAUREVER O.


Law 113 Sales
August 22, 2020

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