Abalos v. Macatangay, Jr.

G.R. No. 155043. September 30, 2004

Facts: Sps. Abalos are the registered owners of a land in Makati City. Arturo Abalos, the
husband, allegedly executed a Receipt and Memorandum of Agreement (RMOA) with a
Special Power of Attorney (SPA) purported to be issued by his wife, Esther, in favour of
respondent, binding himself to the respondent the property and not to offer the same to any
other party within 30 days from date.

Subsequently, Esther executed a SPA, appointing sister, Bernadette Ramos, to act for and
in her behalf relative to the transfer of the property to respondent. Concerned with the
spouses’ seeming differences, respondent caused the annotation of his adverse claim on the
title of the spouses to the property. Thus, he wrote to the spouses infoming them of his
readiness and willingness to pay the full amount of the purchase price and demanded that
the possession of the property shall be turned over to him.

On the other hand, Esther, through his attorney-in-fact, executed in favour of respondent a
contract to sell the property to the extent of her conjugal interest. She agreed to surrender
possession of the property to respondent and also obligated herself to execute and deliver to
respondent a deed of absolute sale upon full payment.

The property, however, was not delivered, prompting the respondent to cause the
annotation of another adverse claim on the certificate title. Respondent also filed a
complaint for specific performance with damages against petitioners.

Issue: Is petitioner compelled to convey the property to respondent under the terms of the
RMOA and the Contract to Sell?

Held: No.

Being essentially consensual, a contract of sale is perfected at the moment there is a

meeting of the minds upon the thing which is the object of the contract and upon the price.
On the other hand, an accepted unilateral promise which species the thing to be sold and
the price to be paid, when coupled with a valuable consideration distinct and separate from
the price, is what may properly be termed a perfected contract of option. An option merely
grants a privilege to buy or sell within an agreed time and at the determined price. It is
separate and distinct from that which the parties may enter into upon the consummation of
the option.

A perfected contract of option does not result in the perfection or consummation of the sale;
only when the option is exercised may a sale be perfected. The option must, however, be
supported by a consideration distinct from the price.

The RMOA signifies a unilateral offer of Arturo to sell the property to respondent for a
price certain within a period of 30 days. The RMOA does not impose upon respondent an
obligation to buy petitioners’ property, as in fact it does not even bear his signature thereon.
After the lapse of the 30-day period, without respondent having exercised his option,
Arturo is free to sell the property to another. Even assuming that a bilateral contract of
purchase of and sale was perfected, there has to be valid tender of payment. In the case, the
check did not constitute a legal payment because a check is not a legal tender.

As to the Contract of Sell executed by Esther, purported to refer to the earlier RMOA
cannot be held valid. The congruence of the wills of the spouses is essential for the valid
disposition of conjugal property. In this case, where the wife’s putative consent to the sale
of conjugal property appears in a separate document, which does not contain the same
terms and conditions as in the first document signed by the husband, a valid transaction
could not have arisen.