Spouses Villamor v Court of Appeals and Spouses Reyes

G.R. No. 97332 October 10, 1991

MEDIALDEA, J.:

Facts:
1. Macaria Reyes (Respondent) was the owner of a 600 Sqm lot located at Baesa, Caloocan City
2. July 1971, Reyes sold a portion of 300sqm to Spouses Villamor (Petitioners) for P21,000.00
3. November 11, 1971, Deed of Option was executed with the following conditions:
a. The only reason why the Spouses Villamor bought the 300sqm at P70.00 per sqm is
because the respondents have agreed to sell the remaining ½ portion when the need of
such sale arises on either party at the same price excluding whatever improvement may
be found thereon.
4. 1984, Roberto Reyes retired, and they offered to repurchase the lot sold to the petitioners, but
was refused and reminded them of the Deed of Option
5. The petitioners claimed that they had expressed their desire to purchase the remaining lot, but
the respondents were ignoring them, thus, on July 13, 1987, they filed a complaint.
6. July 26, 1989, Trial Court judgement was in favor of the Petitioners.
7. The Reyes’ appealed to the Court of Appeals on the following grounds:
a. Holding that the deed of option executed on November 11, 1971 was still binding despite
the lapse of more than 13 years.
b. Holding that the deed of option expressed the true intention and purpose of the parties.
c. Failing to protect the defendant (Reyes) on account of their ignorance placing them at a
disadvantage in the deed of option.
8. February 12, 1991, Court of Appeals rendered a decision reversing the Trial Court’s decision that
was premised on the finding of respondent court that the deed of option is void for lack of
consideration.
9. Spouses Villamor brought the petition for review on certiorari to the Supreme Court.
a. Court of appeals erred that the sentence in the deed of option denotes a suspensive
condition.
b. Court of appeals erred that the deed of option is void for lack of consideration.
c. Erred that a distinct consideration is necessary to support the deed of option despite the
express offer and acceptance contained therein.
Issue:
1. Whether or not the Deed of Option is valid due to the phrase petitioners "whenever the need of
such sale arises, either on our part (private respondents) or on the part of Julio Villamor and
Marina Villamor (petitioners)."
2. Whether or not the decision of the Court of Appeals in turning over the decision of the trial court
is correct or not.
Held:
1. Yes. The phrase quoted above is the consideration needed to support a unilateral promise to sell
(Deed of Option).
Gonzales v. Trinidad, 67 Phil. 682 Doctrines states that, the consideration is "the why of the contracts,
the essential reason which moves the contracting parties to enter into the contract."

2. Yes. Even if the phrase quoted above is the consideration of the Deed of Option and the Deed is
valid. The complaint in this case was filed by the petitioners on July 13, 1987, 16 years from the
time of the execution of the contract. According to Article 1144 of the Civil Code, actions upon
written contract must be brought within 10 years, hence, the right of action had prescribed. There
were some allegations by the petitioners that they demanded from the respondents as early as
1984 but this is still beyond the 10-year period prescribed by the Civil Code.