SPOUSES VILLAMOR VS.

CA AND SPOUSES MACARIA LABINGISA REYES AND ROBERTO REYES

FACTS:
Reyes was the owner of a lot located at Caloocan City, as evidenced by TCT of the Register of Deeds of
Rizal. Reyes sold a portion of the lot (300sqm) to the Spouses Villamor. Earlier, Reyes borrowed money
from the spouses which amount was deducted from the total purchase price of the lot sold. The portion sold
to the Villamor spouses is now covered by a different TCT while the remaining portion which is still in the
name of Reyes is covered by a different TCT. Reyes executed a "Deed of Option" in favor of Villamor in
which the remaining portion of the lot would be sold to Villamor under the certain conditions.
According to Macaria Reyes, when her husband, Roberto Reyes, retired, they offered to repurchase the lot
sold by them to the Villamor spouses but Marina Villamor refused and reminded them instead that the Deed
of Option in fact gave them the option to purchase the remaining portion of the lot.
The Villamors, on the other hand, claimed that they had expressed their desire to purchase the remaining
portion of the lot but the Reyes had been ignoring them. Thus, after conciliation proceedings in the barangay
level failed, they filed a complaint for specific performance against the Reyes.
Judgment was rendered by the trial court in favor of the Villamor spouses.
The Court of Appeals rendered a decision reversing the decision of the trial court and dismissing the
complaint. The reversal of the trial court's decision was premised on the finding of respondent court that the
Deed of Option is void for lack of consideration.

The Villamor spouses brought the instant petition for review on certiorari.

ISSUE: Whether the ‘kind’ of Deed of Option in this case was valid

RATIO:
The court a quo, rule that the Deed of Option was a valid written agreement between the parties. The
law provides that when the terms of an agreement have been reduced to writing it is to be considered as
containing all such terms, and therefore, there can be, between the parties and their successors in interest
no evidence of their terms of the agreement, other than the contents of the writing. ... (Section 7 Rule 130
Revised Rules of Court)

A sale must be for a price certain (Art. 1458). The respondent appellate court failed to give due
consideration to the evidence which shows that the Villamor spouses bough an adjacent lot from the brother
of Macaria Reyes for only P18.00 per square meter which the respondents Reyes did not rebut. Thus,
expressed in terms of money, the consideration for the deed of option is the difference between the purchase
price of the portion of the lot in 1971 (P70.00 per sq.m.) and the prevailing reasonable price of the same lot
in 1971. Whatever it is, (P25.00 or P18.00) though not specifically stated in the deed of option, was
ascertainable. Villamors allegedly paying P52.00 per square meter for the option may, as opined by the
appellate court, be improbable but improbabilities does not invalidate a contract freely entered into by the
parties.

The "deed of option" entered into by the parties in this case had unique features. Ordinarily, an optional
contract is a privilege existing in one person, for which he had paid a consideration and which gives him the
right to buy, for example, certain merchandise or certain specified property, from another person, if he
chooses, at any time within the agreed period at a fixed price. The first part of the deed covered the
statement on the sale of the 300 square meter portion of the lot to Spouses Villamor at the price of P70.00
per square meter "which was higher than the actual reasonable prevailing value of the lands in that place
at that time (of sale)." The second part stated that the only reason why the Villamor spouses agreed to buy
the said lot at a much higher price is because the vendor (Reyes) also agreed to sell to the Villamors the
other half-portion of 300 square meters of the land. Had the deed stopped there, there would be no dispute
that the deed is really an ordinary deed of option granting the Villamors the option to buy the remaining 300
square meter-half portion of the lot in consideration for their having agreed to buy the other half of the land
for a much higher price. But, the "deed of option" went on and stated that the sale of the other half would
be made "whenever the need of such sale arises, either on our (Reyes) part or on the part of the Spouses
Villamor. It appears that while the option to buy was granted to the Villamors, the Reyes were likewise
granted an option to sell. In other words, it was not only the Villamors who were granted an option to buy
for which they paid a consideration. The Reyes as well were granted an option to sell should the need for
such sale on their part arise.

The option offered by Reyes had been accepted by the Villamors, the promise, in the same document.
The acceptance of an offer to sell for a price certain created a bilateral contract to sell and buy and upon
acceptance, the offer, ipso facto assumes obligations of a vendee. Demandabilitiy may be exercised at any
time after the execution of the deed.

Since there may be no valid contract without a cause of consideration, the promisory 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.

A contract of sale is, under Article 1475 of the Civil Code, "perfected at the moment there is a meeting
of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties
may reciprocally demand perform of contracts." Since there was, between the parties, a meeting of minds
upon the object and the price, there was already a perfected contract of sale. What was, however, left to be
done was for either party to demand from the other their respective undertakings under the contract. It may
be demanded at any time either by the private respondents, who may compel the petitioners to pay for the
property or the petitioners, who may compel the private respondents to deliver the property.

However, the Deed of Option did not provide for the period within which the parties may demand the
performance of their respective undertakings in the instrument. The parties could not have contemplated
that the delivery of the property and the payment thereof could be made indefinitely and render uncertain
the status of the land. The failure of either parties to demand performance of the obligation of the other for
an unreasonable length of time renders the contract ineffective.

Under Article 1144 (1) of the Civil Code, actions upon written contract must be brought within ten
(10) years. The Deed of Option was executed on November 11, 1971. The acceptance, as already
mentioned, was also accepted in the same instrument. The complaint in this case was filed by the petitioners
17 years from the time of the execution of the contract. Hence, the right of action had prescribed.

It is of judicial notice that the price of real estate in Metro Manila is continuously on the rise. To allow
the Villamors to demand the delivery of the property 17 years after the execution of the deed at the price of
only P70.00 per square meter is inequitous. For reasons also of equity and in consideration of the fact that
the Reyes have no other decent place to live, the Court, in the exercise of its equity jurisdiction is not inclined
to grant petitioners' prayer.

Petition is DENIED. The decision of respondent appellate court is AFFIRMED.