### Facts:
The case revolves around a dispute over the right to repurchase Lot No. 1860 of the Himamaylan Cadastre in Negros Occidental, Philippines. The timeline of events is as follows:
– Plaintiffs (respondents in Supreme Court) originally owned the lot, leasing it to defendants (petitioners in Supreme Court) from October 1959 until the crop year 1968-69.
– On September 21, 1964, plaintiffs sold the lot to defendants for P9,000.00 with a separate instrument granted plaintiffs the right to repurchase for P12,000 within ten years from the 1969-1970 agricultural year—both documents were notarized.
– On January 2, 1969, plaintiffs sold the lot to Benito Derrama, Jr. for P12,000.00, but this sale was canceled after protests from defendants, and the sum was returned.
– Plaintiffs sought to redeem the lot, leading to the initiation of Civil Case No. 839 in the Regional Trial Court for specific performance and damages.
– Both the Regional Trial Court and the Court of Appeals ruled in favor of plaintiffs, ordering defendants to resell the lot for P24,000.00 plus P5,000.00 for necessary and useful expenses, prompting defendants to petition the Supreme Court.
### Issues:
1. Whether the Court of Appeals erred in affirming the trial court’s decision mandating the defendants to resell the property based on the “Right to Repurchase.”
2. Whether the “Right to Repurchase” was supported by a consideration distinct from the price, rendering it valid and binding.
### Court’s Decision:
The Supreme Court granted the petition, reversing the decision of the Court of Appeals and dismissing the complaint in Civil Case No. 839. The Court concluded that the “Right to Repurchase” was not supported by a distinct consideration from the price, and no evidence was presented showing the private respondents accepted this right. The Supreme Court ruled that an annotation of the right to repurchase on the title did not equate to acceptance, and the lack of proven acceptance of the right by the respondents invalidated the demand for the property’s resale.
### Doctrine:
The decision emphasizes the doctrine that a unilateral promise like the “Right to Repurchase” without a distinct consideration from the purchase price is not binding unless there’s evidence of acceptance by the promisee before withdrawal. It underlines the need for a clear demonstration of acceptance for such a right to be converted into a bilateral contract of sale.
### Class Notes:
– **Conventional Redemption**: It occurs when the seller reserves the right to repurchase the property is part of the same sales agreement, not in a separate, subsequent agreement (Article 1601, Civil Code).
– **Doctrine of Laches**: The failure to assert one’s rights in a timely manner can result in the waiver of those rights.
– **Requirement of Consideration**: An option or a promise to buy or sell must be supported by a consideration distinct from the price to be binding (Article 1479, Civil Code).
– **Acceptance of Offer**: For a unilateral promise or option to buy to convert into a binding contract, the acceptance by the promisee (the one given the option) must be unequivocal and communicated to the promisor before any withdrawal of the offer.
– **Annotation on Title**: The presence of an agreement or option on the certificate of title serves as a notice to third parties but does not automatically constitute acceptance of the offer.
### Historical Background:
The context of this case reflects the complexities in transactions involving land in the Philippines, especially when agreements such as “Right to Repurchase” are made separately from the main sales agreement. The case underscores the importance of clearly defined terms and conditions, proper documentation, and the adherence to legal principles in property transactions to avoid disputes and litigation.
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