G.R. No. 18862. June 30, 1964
ROMAN MIRASOL, PETITIONER, VS. MANUEL R. YUSAY, ET AL., RESPONDENTS.
BAUTISTA ANGELO, J.:
hectares situated in Binalbagan, Occidental Negros. lie leased in 1957
a 10-hectare portion, thereof to Roman Mirasol for two agricultural
years (1958- 1959 and 1959-1960). In the contract of lease, Mirasol
was given an option to purchase the property of the following tenor:
“3. Que en caso que la parte de la PRIMERA PARTE
deseare vender esta su propiedad denominada Hacienda Retiro en donde
estan situadas las diez (x) Hectares objecto del presente
arrendamiento, en iguales condiciones, la parte de la PRIMERA PARTE
dara opcion a la parte de la SEGUNDA PARTE en la oferta de la venta, en
igualidad de precio y condiciones; x x x.”.
On June 23,1958, Yusay sent a letter to Mirasol which reads as follows:
“I wish to inform you that after a keen deliberation I now definitely decided to sell my Hacienda Retiro.”
“My price of the Hacienda Retiro is One Hundred Thousand (P100,000.00) Pesos, Philippine Currency in Cash.
“I’m
now therefore giving you first opportunity to purchase the same and if
you feel interested and willing to purchase or acquire the said
Hacienda Retiro, kindly please let me know on or before June 30, 1958
otherwise much to my regret I’ll be constrained to dispose and encumber
the same in the sense that there many interested parties to purchase
the aforesaid Hacienda Retiro.“Expecting your reply on or before the date designated, I remain” ‘
On June 27, 1958, Mirasol sent a reply of the following tenor:
“I
acknowledge receipt of your letter dated June 23, 1958, today,
informing me thay you are definitely decided to sell your Hacienda
Retiro.“For your information, I am very much interested to
buy and acquire Hacienda o f yours in the same PRICE, MANNER,
CONDITIONS, AND CONSIDERATIONS other buyers will offer.“And
for further information, I have knowledge that you sold this said
Hacienda particularly to Miss Maria Yulo. And this information is
confirmed by my actual observation that Miss Maria Yulo is her right to
dominion present owner of the Hacienda.“Here’s thanking you for your late offer, I remain”
On July 2, 1958, Mirasol sent to Yusay another letter which reads:
“This is a follow-up to my answer to your letter of June 23, 1958 which I had only received on June 27, 1958.
”
Your said letter was giving me the option or the preferential right
granted me me both law and by virtue, of our contract purchase your
Hacienda Relito in the sum of P100,000. In spite of the fact that you
were giving hardly week to make up my mind since I only received your
letter on June 27 or about 3 days before June 30, I did not hesitate to
accept your offer at once.“As I have stated in my previous
letter dated June 27, 1958, I am ready anytime to buy your said
property under the same conditions which any other prospective buyers
of yours may offer as you have stated in your June 23, 1958 letter
which was only received by me on June 27, there are many interested
parties who want to purchase your said property.“Please, to
prove your sincerity, send me over at once your concrete tentative
contract or cite the time and place when and where are we going to talk
matters over in order to consumate the contract.“Awaiting most anxiously your answer, let me remain.”
Both letters were received by Yusay on July 5, 1958 but he did not
reply to any of them. On July 16, 1958, Yusay executed a deed of sale
on the Hacienda Retiro in favor of Maria L. Yulo in consideration of
the sum of P35,000.00 and other good, valuable and legal consideration.
As found by the Court of Appeals, although the figure stated in the
deed of sale is only P35,000.00.
On August 9, 1958, Mirasol commenced the present action in the Court
of First Instance of Occidental Negros against Yusay and Yulo praying
that he be declared as having the preferential right to buy the
Hacienda Retiro for the price of P35,000.00; that Yusay be ordered to
execute the corresponding deed of sale in his favor; and that both
defendants be held solidarily liable to pay him the sum of P40.000.00
as damages and P35.000.00 as attorney’s fees. Defendants filed their
respective answers with a counterclaim for damages and attorney’s fees.
On June 17, 1959, after due trial the court rendered judgment
dismissing the complaint, without pronouncement as to costs.
Defendants’ counterclaims were also dismissed.
The Court of Appeals to which the case was appealed, affirmed the
lower court’s decision, having concluded that (1) the offer made by
Yusay to Mirasol was in accordance with the option given him in the
contract of lease; and (2) Mirasol’s two letters dated June 27, 1958 and July 2,
1958 did not constitute an acceptance of said offer. Seasonably,
Mirasol came to us for review.
The issues posed in this appeal are: (1) whether the offer contained
in Yusay’s letter dated June 23, 1958 was in accordance with the option
given to Mirasol in the contract of lease Exhibit A; and (2) whether
the two letters of Mirasol dated June 27, 1958 and July 2, 1958
constitute a valid acceptance of said offer.
Anent the first issue, Mirasol contends that the option given to him
by Yusay necessarily implies the existence of a prospective sale in
favor of a person other than petitioner at a price and under conditions
mutually acceptable to both parties. This is untenable. According to
this theory, before Yusay can offer to sell the hacienda to Mirasol the
former must first look for a prospective buyer other than the latter.
Yusay and the prospective buyer must first agree on the price, terms
and conditions of the sale, and after they had so agreed, Yusay, before
proceeding with the sale, must first give to Mirasol the opportunity to
pay the hacienda at the same price, terms and conditions he had agreed
with the prospective buyer. Should Mirasol decide to buy the hacienda,
he is given the preferential right to buy it; should he refuse to buy,
only then can Yusay sell it to the prospective buyer. This theory is
novel indeed for it means that Yusay may never sell the hacienda if he
first offers to sell it to Mirasol even at a low price and at terms and
conditions that are easy and reasonable simply because they were not
the result of an agreement previously concluded with a prospective
buyer other than Mirasol. Apart from its being novel, it also places
Yusay in the circuitous position of having first to look for a buyer
and get an offer from him before he could in turn sell it to Mirasol.
This is against the law which provides that the usage and customs of
the place should be observed in the interpretation of a contract whose
terms appear to be ambiguous (Article 1376, new Civil Code).
On the other hand, the wording of the option in question docs not
warrant petitioner’s theory. Said option states that “la parte de la
primera PARTE dara opcion a la parte do la seconda parte en la oferta
de la venta, en igualdad de precio y condiciones,” This clearly means
that Yusay shall give Mirasol the first opportunity to buy the hacienda
should the former finally desire to sell it at the same price and under
the same conditions he would be willing to sell to others, or in the
event that there be someone willing to buy it, Mirasol should be given
the option to buy the land as offered before he could close the sale
with the offeror. This is precisely what Yusay did in the instant case.
He made up his mind to sell the hacienda to Maria Yulo for the sum of
P100,000.00, and, true to the option, he gave Mirasol the first
opportunity to buy it at that price, but Mirasol did not come across as
offered, and so Yusay sold the hacienda to Maria L. Yulo for the same
price of P100,000.00. Yusay, therefore, complied with the option in
letter and spirit. The fear of Mirasol that if the price of the sale
should be fixed by Yusay alone he may defeat the purpose of the option
because he may fix a price which Mirasol could not afford to accept
just to enable him to sell it to another party at a lesser amount may
come within the realm of possibility. Had Yusay done so he would have
reason to complain. The fact, however, is that the hacienda was sold to
Yulo for the same price that was previously offered to Mirasol, a fact
which belies any insinuation of bad faith on the part of Yusay. This
brings us to the determination of whether the two letters of Mirasol
above referred to can be considered as a valid acceptance of the offer
of Yusay which generated a binding agreement. In this connection, it
should be stated that Yusay offered Mirasol to sell his hacienda for
the sum of P100,000.00 in compliance with the option given him, closing
his offer with the following clause: “kindly please let me know on or
before June 30, 1958, otherwise much to my regret I’ll be constrained
to dispose and encumber the same in the sense that there are many
interested parties to purchase the aforementioned Hacienda Retiro.” To
this offer Mirasol merely replied: “I am very much interested to buy
and acquire this Hacienda of yours in the same price, manner,
conditions, and considerations, other buyers will offer.” This is not
an acceptance of the offer. Rather, it is an indication that Mirasol
would await the offer of any prospective buyer. This intention he
reiterated in a subsequent letter of July 2, 1958. And considering this
attitude as a waiver of the option given him, Yusay sold the hacienda
to Maria L. Yulo for the same price of PI00,000.00. In this connection,
the Court of Appeals stated: “the evidence shows that although the
figures stated in the deed of sale executed in favor of Maria L. Yulo
is only P35,000.00, the other good, valuable and legal considerations’
referred to actually consisted of Council of Hinabangan, Samar, et al.
three loans previously received from her by the seller”, totalling the
sum of P100,000.00. Since Mirasol did not avail himself of the
opportunity given him by Yusay to purchase the hacienda in line with
the option, he alone, therefore, is to blame for his failure to buy the
property.
The contention that the period given Mirasol to exercise the option
is unreasonably short for he was only given time to do so up to June
30, 1958, which hardly gave him a period of three days to consider the
matter, may be justified if considered alone. But the fact remains that
the hacienda was sold by Yusay to Maria L. Yulo only on July 16, 1958,
which shows that he had nearly one month within which to press for his
right to buy the hacienda were he in a position to accept the terms
offered him by Yusay in his letter of June 23, 1958. But this he failed
to do despite the fact that he already knew before hand that Yusay had
previously offered to Yulo to sell the hacienda for the same price.
The best proof that Mirasol was not in a position to buy the
hacienda at a price of P100,000.00 is the instant case where he asked
that he be allowed to buy it only for P35,000.00.
Wherefore, the decision appealed from is affirmed, with costs against petitioner.
Bengzon, C.J., Padilla, Labrador, Paredes, and Regala, JJ., concur.