Mendoza v. Comple
REITERATIONFacts
The Antecedents: Plaintiffs-appellants filed an action to compel the defendant-appellee to comply with an alleged contract of purchase and sale of a parcel of land. The plaintiffs alleged that after negotiations, the defendant agreed to sell the land for P4,500.00, giving the plaintiffs a period of three weeks from April 15, 1961, until May 6, 1961, to raise the amount. It was agreed that a final deed of conveyance would be executed upon the plaintiffs' readiness with the cash within the given period. However, on May 1, 1961, before the expiration of the period, the defendant advised the plaintiffs that she was calling off the deal and backing out from their agreement. Procedural History: The Court of First Instance of Batangas dismissed the plaintiffs' action. The court held that the complaint described merely an accepted promise to sell, which could be withdrawn because it was not supported by a consideration distinct from the price. The Petition: The plaintiffs appealed the dismissal order, arguing that the lower court erred in its interpretation of the agreement.
Issue(s)
Whether the accepted promise to sell, as described in the complaint, was binding upon the defendant despite the absence of a consideration distinct from the price. Whether the defendant was legally entitled to withdraw from the agreement.
Ruling
The Supreme Court affirmed the order of dismissal, holding that the accepted promise to sell was not binding on the defendant as it was not supported by a consideration distinct from the price, and thus, the defendant was entitled to withdraw from the agreement.
Ratio Decidendi
On the binding nature of the accepted promise to sell: The Court held that the allegations in the complaint merely described an undertaking by the defendant that if the plaintiffs had the amount of P4,500.00 on or before May 6, 1961, she would sell the lot to them for that sum upon the execution of the contract, and that the plaintiffs accepted or agreed to such promise. However, there was no allegation that the plaintiffs had agreed to buy the land. Consequently, if the plaintiffs did not produce or have the money by May 6, 1961, no liability would attach to them, nor could the defendant compel them to buy. The Court emphasized that under Article 1479 of the New Civil Code, such a promise is binding upon the promisor only if it is supported by a consideration distinct from the price. Since the complaint lacked any allegation of such a distinct consideration, the defendant was not bound to stand by her promise even if accepted, before withdrawal. The Court found that the facts described in the complaint did not establish a perfected contract of sale, but rather a mere unilateral promise to sell. On the defendant's right to withdraw: Based on the lack of a distinct consideration supporting the promise to sell, the Court concluded that the defendant was not legally bound to her promise. Article 1479 of the Civil Code explicitly requires a separate consideration for a unilateral promise to sell to be binding. Without this distinct consideration, the promise remains a mere offer that can be withdrawn by the offeror at any time before acceptance, or in this case, before the conditions for the sale were met by the plaintiffs. The Court found that the defendant's withdrawal before the expiration of the period given to the plaintiffs was valid because the promise was not supported by the required distinct consideration. Therefore, the defendant was within her rights to call off the deal.
Main Doctrine
A promise to sell, even if accepted, is not binding if it is not supported by a consideration distinct from the price, as provided in Article 1479 of the Civil Code.