Vasquez v CA

G.R. No. 83759. July 12, 1991

Art. 1324 – When offer may be withdrawn.

Petitioner – Sps. Cipriano Vasquez & Valeriano Gayanelo

Respondents – CA, Sps. Martin Vallejera & Apolonia Olea

Petitioner – Sps. Cipriano Vasquez & Valeriano Gayanelo

Respondents – CA, Sps. Martin Vallejera & Apolonia Olea

Facts:

·         In 1959, Vallejera leased the lot in question to Vaquez.

·         In 1964, they sold it to the Vasquez through Deed of Sale for the amount of P9,000.00. Along with the execution of the Deed of Sale, a separate instrument of Right to Repurchase was executed by the parties granting Vallejera the right to repurchase the said lot for P12,000.00.

·         But in 1969, Vallejera sold the same lot to another buyer for the sum of P12,000.00. Vasquez protested and effected the cancellation of the second sale after he paid the second buyer of P12,000.00.

·         In 1975, Sps. Vallejera filed an action against the Sps. Vasquez to redeem a parcel of land of the Himamaylan Cadastre, which was previously sold by Vallejera to Vasquez.

·         Vasquez resisted this action for redemption on the premise that the Right to Repurchase is just an option to buy since it is not embodied in the same document of sale but in a separate document, and since such option is not supported by a consideration distinct from the price, said deed for right to repurchase is not binding upon them.

·         The trial court rendered judgement against the Vasquez, ordering them to resell the questioned lot to the Vallejera for the repurchase price of P24,000.00. It was affirmed by the CA.

·         But Vasquez insisted that they cannot be compelled to resell the said lot because the nature of the sale was that of an absolute deed of sale and that the right to repurchase can only be either an option to buy or a mere promise on their part to resell the property.

Issue:

          WoN there is evidence showing that the petitioner accepted the right to repurchase the land in question in order for them to resell the property.

Held:

          No, the Court holds that Vasquez did not accepted the “Right to Repurchase” the land in question as evidenced by the record.

          Under Art. 1324, when the offerer has allowed the offeree a certain period to accept, the offer may be withdrawn at any time before acceptance by communicating such withdrawal, except when the option is founded upon a consideration, as something paid or promised.

          In the case at bar, the annotation and registration of the right to repurchase at the back of the certificate of title of the Vasquez cannot be considered as acceptance of the right to repurchase. It only served as notice of the existence of such unilateral promise of the petitioners to resell the same to the Vallejera.

Neither can the signature of the Vasquez in the document called “right to repurchase” signify acceptance of the right to repurchase. Acceptance should be made by the promisee, Vallejera, and not the promisors, Vasquez. But Vallejera did not sign the offer. Furthermore, the actions of Vallejera, i.e. filing a complaint to compel re-sale and their demands for resale prior to filing of the complaint, cannot be considered acceptance.

          Thus, the petition is GRANTED. The CA decision is REVERSED and SET ASIDE, and the complaint filed by Vallejera in CFI Negros Occidental is DISMISSED.