CASE TITLE: Coronel v. CA, DOCKET NO.: GR No.

being the delivery of the property by means of

103577CASE DATE: October 7, 1996 the execution of the deed of absolute sale in a
public instrument.
FACTS:
Romulo Coronel, et al. (Coronels) inherited a What may be perceived from the respective
property from their deceased father which they undertakings of the parties to the contract is
soldto Ramona Alcaraz for the price of that petitioners had already agreed to sell the
P1,240,000. house and lot they inherited from their father,
completely willing to transfer ownership of the
In order to execute the deed of absolute sale, subject house and lot to the buyer if the
both parties agreed to transfer the title of documents were then in order.
theproperty from Coronels’ father to their
names upon receipt of the down payment from It just so happened, however, that the transfer
RamonaAlcaraz amounting to P50,000. certificate of title was then still in the name of
their father. Hence, the decision appealed from
After that Ramona shall pay the remaining is affirmed.
balance to the Coronels amounting to
P1,190,000.The down payment was paid by the Dizon vs. Court of AppealsJanuary 28, 1999G.R.
mother of Ramona, Concepcion Alcaraz. No. 122544 302 SCRA 288

However, Coronels sold the property to a Facts:

different person named Catalina Mabanag
andcancelled and rescinded the contract with 1974-Private respondent Overland Express
Ramona by transferring back the down payment Lines, Inc (lessee) entered into a Contract
thatshe paid. ofLease with Option to Buy with petitioners
(lessors) involving a land situated at QuezonCity
Concepcion then filed a complaint to the for one (1) year with a grant of option to
Coronels.The trial court, affirmed by the CA, purchase the land.1976- Lessee failed to pay
ordered for specific performance in favor of the rentals the petitioners filed an action for
Ramona andcancelled the transfer of certificate ejectment. TheCity Court rendered judgment
made to Catalina ordering lessee to vacate the leased premises
and to paythe rentals in arrears and damages
ISSUE(S): Whether or not the contract between with interests.Lessee filed a petition enjoining
the Coronels and Ramona was a contract to sell the enforcement of said judgment and dismissal
subject to a suspensive condition. of thecase for lack of jurisdiction which was
denied. Thereafter, lessee filed for an action
forspecific performance to compel the
RULING: execution of a deed of sale pursuant to the
No. The contract between the Coronels and option topurchase and the receipt of the partial
Ramona was not a contract to sell but a consideration given to Alice Dizon and for
conditional contract of sale. thefixing of period to pay the
balance.Respondent Court of Appeals
The document entitled “Receipt of Down rendered a decision upholding the jurisdiction
Payment” did not merely reserved the of CityCourt and concluding that there was a
ownership or title of the property. What is perfected contract of sale between the
clearly established by the plain language of the partiesdue to the said partial
subject document is that when the said Receipt payment.Petitioner’s motion for
of Down Payment was prepared and signed by reconsideration was denied by the respondent
the Coronels, the parties had agreed to a Court.
conditional contract of sale, consummation of
which is subject only to the successful transfer Issues:Whether or not there is a perfected
of the certificate of title from the name of the contract of sales?
Coronels’ father to their names.
Ruling:There was no perfected contract of sale
In fact, the Court significantly notes that this between the parties. In herein case, the lessee
suspensive condition was fulfilled. Thus, the gavethe money to Alice Dizon in an attempt to
conditional contract of sale between petitioners resurrect the lapsed option. The basis for
and private respondent became obligatory, the agency isrepresentation and a person dealing
only act required for the consummation thereof with an agent is put upon inquiry and must
discover uponhis peril the authority of the
agent. Here, there was no showing that
petitioners consented tothe act of Alice Dizon Secuya v. Vda. De Selma, G.R. No. 136021,
nor authorized her to act on their behalf with February 22, 2000
regard to her transactionwith the lessee.
Therefore, one of the essential elements for a Facts
contract of sale to be perfected islacking: 1. The parcel of land subject of this case is
consent. a PORTION of Lot 5679 of the. This
was originally sold then issued to
Maxima Cabellero Carino. Maximo then
entered into an agreement of partition
with Paciena Sebellona who was then
Dalion v. CA, G.R. No. G.R. No. 78903, February parted with one third o the portion of the
28, 1990 said lot. Sebellona then sold three
thousand square meter to Dalmacio
FACTS: Secuya.
Sabesaje sued to recover ownership of a parcel 2. Ramon Sabellona was the only sole
of land, based on a private deed of absolute sale, voluntary heir of Paciena sabellona who
allegedly executed by him and Dalion. But Dalion inherited all of Paciena's properties
denied the fact of sale, contending that the which was confirmed via last will and
document sued upon is fictitious, his signature testament that was notarized. Dalma
being a forgery, and that subject land is conjugal Secuya then bought the property in
property, which he and his wife acquired in 1960 litigation and the sale wE embodied in a
from Saturnina Sabesaje as evidenced by the private instrument. When he died, said
property passed on to his heirs which
"Escritura de Venta Absoluta" are the petitioners.
The spouses denied Sabesaje's claims that after On the other hand, Defendant-respondent Selma
executing a deed of sale, they had pleaded with claimed ownership of the land. Accordit to
Sabesaje to be allowed to administer the land Selma, she is the registered owner of Lot 5679-
because Dalion did not have any means of C-120 consisting of 9,302 square meters
livelihood. evidenced by TCT No. T-3567 having bought the
same sometime in February 1975 fro Cesaria
They admitted, however, administering since Caballero as evidenced by a notarized Deed of
1958, five parcels of land in Sogod, Southern Sale. Cesaria Caballero was the wido of Silvestre
Leyte, which belonged to Leonardo Sabesaje, Aro, registered owner of the mother lot, Lot. No.
grandfather of Sabesaje. They never received 5679 with an area of 12,750 squa meters of the
their agreed 10 percent and 15 percent - Talisay-Minglanilla Friar Lands Estate, as shown
commission on the sales of copra and abaca, by Transfer Certificate of Ti No. 4752. Cesaria
respectively. Caballero inherited one-half plus one-fifth of the
Sabesaje's suit, they countered, was intended said lot.
merely to harass, preempt and forestall Dalion's
threat to sue for these unpaid commissions. Issue: Whether the Deed of sale embodied in a
private instrument issued by Paciencia to Secuya
is valid and binding to third persons
The trial court upheld the validity of the sale. CA
affirmed the trial court's ruling. Hence, the instant Held: No. While a sale of a piece of land
petition. appearing in a private deed is binding between
ISSUE: the parties, it cannot be considered binding on
third persons, if it is not embodied in a public
Is it true that no title transferred because the sale instrument and recorded in the Registry of
was not in a public instrument? (NO) RULING. Property.
A contract of sale, which is a consensual In the case at bar, petitioners could not even
contract, is perfected by mere consent. No present the purported deed evidencing the
particular form is required for its validity. Upon transaction between Paciencia Sabellona and
perfection, the parties may reciprocally demand Dalmacio Secuya, petitioners' immediate
performance. predecessor-in-interest, which would've been the
best evidence of the transaction. private
In this case, the trial court rightly ordered Dalion respondent in contrast has the necessary
to deliver to Sabesaje the parcel of land, and documents to support her claim to the disputed
execute a formal deed of conveyance in a public property.
instrument. A sale of a real property may be in a Even if she was aware of their possession of the
private instrument but that contract is valid and disputed properties by the plaintiffs, she cannot
binding between the parties upon its perfection. be faulted because respondent relied on
And a party may compel the other party to Caballero's assurance that petitioners were
execute a public instrument embodying their merely tenants and that their claim was not noted
contract to affect real rights once the contract in the certificate. Moreover, The title thereto had
appearing in a private instrument has been been transferred several times, without any
perfected. protestation or complaint from the petitioners. In
any case, private respondent's title is amply promise to buy or to sell." In other words,
supported by clear evidence, while petitioners' Article 1479 is controlling in the case at bar.
claim is barren of proof
Since there may be no valid contract without a
cause or consideration, the promisor is not
Sanchez v Rigos
bound by his promise and may, accordingly,
withdraw it. Pending notice of its withdrawal,
GR No. L-25494, 14 June 1972
his accepted promise partakes, however, of the
nature of an offer to sell which, if accepted,
Concepcion, C.J.:
results in a perfected contract of sale. Pending
notice of its withdrawal, his accepted promise
FACTS:
partakes, however, of the nature of an offer to
sell which, if accepted, results in a perfected
On April 3, 1961, plaintiff Nicolas Sanchez
contract of sale.
and defendant Severina Rigos executed an
instrument entitled "Option to Purchase,"
whereby Mrs. Rigos "agreed, promised and
ADELFA PROPERTIES, INC vs. CA et al
committed ... to sell" to Sanchez the sum of
P1,510.00, a parcel of land within two (2) years
G.R. No. 111238
from said date with the understanding that said
option shall be deemed "terminated and
January 25, 1995
elapsed," if "Sanchez shall fail to exercise his
right to buy the property" within the stipulated
FACTS:
period. Inasmuch as several tenders of payment
Private respondents and their brothers Jose and
of the sum of Pl,510.00, made by Sanchez
Dominador were theregistered CO-OWNERS of
within said period, were rejected by Mrs. Rigos,
a parcel of land in Las Pinas, covered by a
on March 12, 1963, the former deposited said
TCT.Jose and Dominador sold their share
amount with the CFI of Nueva Ecija and
(eastern portion of the land) to
commenced against the latter the present
Adelfa.Thereafter, Adelfa expressed interest in
action, for specific performance and damages.
buying the western portion of the property
The defendant alleged as a special defense, that
from private respondents herein. Accordingly,
the contract between the parties "is a unilateral
an “exclusive Option to Purchase”
promise to sell, and the same being
was executed between Adelfa and Private
unsupported by any valuable consideration, by
respondents and an option money of 50,000
force of the New Civil Code, is null and void".
was given to the latter.Before Adelfa could
The lower court rendered judgment ordering
make payments, it received summons as a case
Mrs. Rigos to accept the sum judicially
was filed (RTCMakati) against Jose and
consigned by him and to execute, in his favor,
Dominador and Adelfa, because of a complaint
the requisite deed of conveyance. Hence, this
in a civilcase by the nephews and nieces of
appeal by Mrs. Rigos.
private respondents herein. As a
consequence,Adelfa, through a letter, informed
ISSUE:
the private respondents that it would
holdpayment of the full purchase price and
Whether or not Rigos is bound by
suggested that they settle the case withtheir
Sanchez’ acceptance even though the option is
said nephews and nieces. Salud
not supported by a separate consideration.
did not heed the suggestion; respondent’s
informed Atty. Bernardo that they are canceling
HELD:
the transaction. Atty Bernardomade offers but
they were all rejected.RTC Makati dismissed the
Yes. The court ruled that the option did
civil case. A few days after, private respondents
not impose upon plaintiff the obligation to
executeda Deed of Conditional Sale in favor of
purchase defendant's property. The instrument
Chua, over the same parcel of land.Atty
executed is not a "contract to buy and sell." It
Bernardo wrote private respondents informing
merely granted plaintiff an "option" to buy.
them that in view of thedismissal of the case,
Adelfa is willing to pay the purchase price, and
Article 1479 must be read in relation to Article
requested thatthe corresponding deed of
1354. Article 1354 applies to contracts in
Absolute Sale be executed. This was ignored by
general, whereas the second paragraph of
privaterespondents.Private respondents sent a
Article 1479 refers to "sales" in particular, and,
letter to Adelfa enclosing therein a check
more specifically, to "an accepted unilateral
representingthe refund of half the option Atty. Dauz offered P1,000,000 representing as
money paid under the exclusive option to earnest-deposit money subject to certain
purchase,and requested Adelfa to re conditions one of which is the exclusive option
turn the owner’s duplicate copy of Salud. Adelfa to purchase the property within the 30 days
failed to from the date of acceptance of the offer.
surrender the certificate of title, hence the
private respondents filed a civil casebefore the Isidro A. Sobrecarey, petitioner’s vice-president
RTC Pasay, for annulment of contract with and operations manager for corporate real
damages. The trial courtdirected the estate, indicated his conformity to the offer by
cancellation of the exclusive option to purchase. affixing his signature to the letter and accepted
On appeal,respondent CA affirmed in toto the the "earnest-deposit" of ₱1 million.
decision of the RTC hence this petition.
Atty. Dauz and Sobrecarey then commenced
negotiations. During their meeting on April 8,
ISSUE: 1994, Sobrecarey informed Atty. Dauz that
1. petitioner was willing to sell the subject
properties on a 90-day term. Atty. Dauz
WON the agreement between Adelfa and countered with an offer of six months within
Private respondents was strictly anoption which to pay.
contract2.
On April 25, 1994, Atty. Dauz asked for an
WON Article 1590 applies in this case, thereby extension of 45 days from April 29, 1994 to June
justifiying the refusal by Adelfato pay the 13, 1994 within which to exercise her option to
balance of the purchase price3. purchase the property, adding that within that
period, "[we] hope to finalize [our] agreement
WON Private respondents could unilaterraly on the matter."4 Her request was granted.
and prematurely terminate theoption period, if
indeed it is a option contract, as the option On July 7, 1994, petitioner, through its president
period has notlapsed yet. and chief executive officer, Federico Gonzales,
wrote Atty. Dauz informing her that because the
HELD: parties failed to agree on the terms and
The judgement of the CA is AFFIRMED1. NO. conditions of the sale despite the extension
The agreement between the parties is a granted by petitioner, the latter was returning
contract to the amount of ₱1 million given as "earnest-
sell deposit."
, and not an optioncontract or a contract of
sale. On July 20, 1994, respondent spouses, through
counsel, wrote petitioner demanding the
execution within five days of a deed of sale
San Miguel Philippines v. Huang, G.R. No. covering the properties.
137290, July 31, 2000
On August 16, 1994, respondent spouses filed a
Facts: complaint for specific performance against
Petitioner San Miguel Properties Philippines, petitioner.
Inc. is a domestic corporation engaged in the
purchase and sale of real properties. Part of its The trial court dismissed the action. The
inventory are two parcels of land totalling 1, respondets appeal to the CA which held that all
738 square meters at the corner of Meralco the requisites of a perfect contract of sale had
Avenue and General Capinpin Street, Barrio been complied with as the offer, in connection
Oranbo, Pasig City, which are covered by TCT with which the earnest money in the amount of
Nos. PT-82395 and PT-82396 of the Register of P1 million was tendered by respondents, had
Deeds of Pasig City. already been accepted by petitioner.

On February 21, 1994, the properties were Hence, the petition.

offered for sale for ₱52,140,000.00 in cash. The
offer was made to Atty. Helena M. Dauz who Issues Ratio:
was acting for respondent spouses as Whether or not there was a perfected contract
undisclosed principals. of sale
NONE, because the parties never got past the P2.1M. At theoption of Luzsteveco, the rental
negotiation stage. fee could be totally or partially converted into
The stages of a contract of sale are as follows: equity shares inKeppel. At the end of the
(1) negotiation, covering the period from the agreement, Keppel was given the option to
time the prospective contracting parties purchase the land forP4.09M provided that it
indicate interest in the contract to the time the acquired the necessary qualification. However,
contract is perfected; (2) perfection, which Keppel at the time of theagreement was not
takes place upon the concurrence of the qualified because less than 60% of its
essential elements of the sale which are the shareholding was Filipino-owned. If atthe end
meeting of the minds of the parties as to the o f the agreement, Keppel was still unqualified,
object of the contract and upon the price; and the lease agreement would automaticallybe
(3) consummation, which begins when the renewed for another 25 years. After which,
parties perform their respective undertakings Keppel was again give the option to purchase
under the contract of sale, culminating in the theland up to the 30th year of the
extinguishment thereof. lease.Luzsteveco warranted not to sell the
In the present case, there was nothing more land or assign rights for the duration of the
than offers and counter-offers which did not agreementunless Keppel consents. PNOC
amount to any final arrangement containing the acquired the land, and Keppel did not object
essential elements of a contract of sale. While so long as theagreement was annotated on
the parties already agreed on the real PNOC’s title, to which, the latter consented.
properties which were the objects of the sale When Keppel qualifiedto acquire the land, it
and on the purchase price, the fact remains that expressed its intention to purchase the land
they failed to arrive at mutually acceptable several times, but PNOC didnot favorably
terms of payment, despite the 45-day extension respond. PNOC stated that the agreement
given by petitioner. was illegal for circumventing
In Navarro v. Sugar Producers Cooperative theconstitutional prohibition against aliens
Marketing Association, Inc.,14 we laid down the holding lands in the Philippines. It also
rule thatthe manner of payment of the asserted that theoption contract was void, as it
purchase price is an essential element before a was unsupported by a separate valuable
valid and binding contract of sale can exist. consideration and that itwas not privy to the
Although the Civil Code does not expressly state agreement
that the minds of the parties must also meet on
the terms or manner of payment of the price, SSUE: Whether the option contract is void if it
the same is needed, otherwise there is no sale. not supported by a separate value
Moreover, the Court holds that respondents did consideration
not give the ₱1 million as "earnest money" as
provided by Art. 1482 of the Civil Code. They HELD:No. An option contract is a contract
presented the amount merely as a deposit of where one person grants to another person
what would eventually become the earnest the rightor privilege to buy or to sell a
money or downpayment should a contract of determinate thing at a fixed price, if he or she
sale be made by them. The amount was thus chooses to doso within an agreed period. It
given not as a part of the purchase price and as must necessarily have the essential elements
proof of the perfection of the contract of sale of a contract. Theconsideration in an option
but only as a guarantee that respondents would contract may be anything of value, unlike in a
not back out of the sale. Respondents in fact sale where thepurchase price must be in
described the amount as an "earnest-deposit." money or its equivalent. However, when the
consideration is notmonetary, the
consideration must be clearly specified as such
Dispositive: in the option contract or clause.When the
WHEREFORE, the decision of the Court of written agreement itself does not state the
Appeals is REVERSED and respondents’ consideration for the option contract,
complaint is DISMISSED. theofferee or promisee bears the burden of
proving the existence of a separate
consideration for theoption.On the contrary,
PNOC v. Keppel Phils. Holdings, Inc., G.R. No. the option to convert the purchase price for
202050, July 25, 2016 shares should be deemed part of
theconsideration for the contract of sale
FACTS:Keppel entered into a lease agreement itself, since the shares are merely an
with Luzon Stevedoring Co. for 25 years for alternative to theactual cash price. The
absence of consideration supporting the
option contract, however, doesnot invalidate
the offer to buy or sell. An option unsupported
by a separate consideration standsas an
unaccepted offer to buy or sell which, when
properly accepted, ripens into a contract to
sell.Accordingly, when an option to buy or to
sell is not supported by a consideration
separate fromthe purchase price, the option
constitutes as an offer to buy or to sell, which
may be withdrawn bythe offeror at any time
prior to the communication of the offeree's
acceptance. When the offer isduly accepted, a
mutual promise to buy and to sell under the
first paragraph of Article 1479 of theCivil Code
ensues and the parties' respective obligations
become reciprocally demandable. Thecourt
ruled that the offer to buy the land was timely
accepted by Keppel. As early as 1994,
Keppelexpressed its desire to exercise its
option to buy the land. Instead of rejecting
outright Keppel'sacceptance, PNOC referred
the matter to the Office of the
Government Corporate Counsel(OGCC). Thus,
when Keppel communicated its acceptance,
the offer to purchase the Bauan landstood, not
having been withdrawn by PNOC. The offer
having been duly accepted, a contract tosell
the land ensued which Keppel can rightfully
demand PNOC to comply with.