Case Summary (G.R. No. 135929)
Petitioner
Lourdes Ong Limson paid ₱20,000 on 31 July 1978 as “earnest money” and obtained a ten-day option to purchase the subject land for ₱34/sqm.
Respondents
• Lorenzo de Vera and Asuncion Santos-de Vera: Vendors who held title (TCT No. S-72946 as of 15 Sept 1978)
• Sunvar Realty Development Corporation and Tomas Cuenca, Jr.: Third-party purchaser who acquired title (TCT No. S-72377, 26 Sept 1978)
Key Dates
• 31 July 1978 – Payment of ₱20,000; ten-day option granted
• 4 Aug 1978 & 11 Aug 1978 – Unsuccessful meetings to consummate sale
• 23 Aug 1978 – Additional ₱36,170 in checks paid by petitioner for taxes and quitclaims
• 15 Sept 1978 – Deed of sale to Sunvar executed; petitioner’s adverse claim annotated
• 30 June 1993 – RTC decision in favor of petitioner
• 18 May 1998 – CA reverses RTC
• 19 Oct 1998 – CA denies reconsideration
• 20 Apr 2001 – SC decision
Applicable Law
• 1987 Philippine Constitution (property rights; sanctity of contracts)
• Civil Code of the Philippines:
– Art. 1305 (consent as essential element)
– Art. 1315 (perfection by mere consent)
– Art. 1319 (certainty of offer and acceptance)
• Jurisprudence on option contracts (Adelfa Properties, Inc. v. CA, 240 SCRA 565)
• Rule 45, Rules of Court
Factual Background
Petitioner negotiated with the de Veras for a parcel they stated they owned, paid ₱20,000 as “earnest money,” and received a ten-day option to buy at ₱34/sqm. Respondents then disclosed a mortgage to the Ramoses and arranged multiple meetings (4 and 11 Aug 1978) to settle back taxes and obtain quitclaims. Petitioner advanced ₱36,170 on 23 Aug 1978 for those purposes. On 15 Sept 1978, despite petitioner’s adverse claim annotation, the de Veras sold to Sunvar, which obtained a new title.
Procedural History
RTC (30 June 1993): Annulled sale to Sunvar; ordered cancellation of its title; directed de Veras to convey to petitioner upon full payment; awarded attorney’s fees.
CA (18 May 1998): Reversed; lifted adverse claim; awarded nominal, exemplary damages and fees to respondents.
SC (20 Apr 2001): Denied review petition; affirmed CA but deleted all damages and attorney’s fees awards.
Issue
Whether the agreement between petitioner and the de Veras constituted a perfected contract to sell or merely an option contract, and consequently whether the sale to Sunvar was valid and in good faith.
Ruling
The contract was an option, not a perfected sale. Petitioner failed to accept within ten days; the de Veras validly sold to Sunvar in good faith. Awards of nominal, exemplary damages and attorney’s fees to respondents were unwarranted.
Legal Analysis
Nature of Option vs. Sale
– An option is an unaccepted offer granting the right to buy within a fixed period upon payment of option money. It imposes no reciprocal obligation beyond the consideration for the privilege.
– A contract to sell is perfected by concurrence of offer and acceptance, binding both parties to convey and pay.Character of the ₱20,000 Payment
– Labelled “earnest money,” it functioned as option money: distinct consideration for an exclusive right to purchase, forfeitable if terms were unmet.
– No clause treated it as part of the purchase price or bound petitioner to complete the sale.Absence of Timely Acceptance
– No unequivocal acceptance occurred within ten days (by 10 Aug 1978). Meetings set by respondents and petitioner’s mere atten
Case Syllabus (G.R. No. 135929)
Parties and Procedural History
- Petitioner: Lourdes Ong Limson, who on 14 May 1979 filed a complaint before the Regional Trial Court (RTC) of Pasay City.
- Respondents:
• Spouses Lorenzo de Vera and Asuncion Santos-de Vera (owners of the disputed land)
• Tomas Cuenca, Jr., and Sunvar Realty Development Corporation (subsequent purchasers) - RTC Decision (30 June 1993): Granted relief in favor of petitioner, annulling the sale to Sunvar, restoring original title, compelling spouses to sell to Limson, awarding attorney’s fees.
- Court of Appeals (CA) Decision (18 May 1998): Reversed the RTC; ordered lifting of Limson’s adverse claim, imposed nominal and exemplary damages and attorney’s fees against petitioner.
- CA Resolution (19 October 1998): Denied Limson’s motion for reconsideration.
- Supreme Court (SC) Petition (Rule 45): Sought review, reversal, and setting aside of both CA decision and resolution.
Facts of the Case
- July 1978: Spouses de Vera, through agent Marcosa Sanchez, offered for sale to Limson a 48,260 sqm parcel in Barrio San Dionisio, Parañaque, at ₱34.00/sqm.
- 31 July 1978: Limson paid ₱20,000 by check as “earnest money” and received a receipt granting a ten-day option to purchase; spouses agreed to notify her of any sale or encumbrance.
- 5 August 1978 & 11 August 1978: Scheduled meetings at Makati Registry of Deeds failed—first for nonappearance of Asuncion de Vera and the Ramos mortgagees; second because spouses had not settled back taxes.
- 23 August 1978: Limson delivered three checks totaling ₱36,170 for back taxes and quitclaims; spouses signed receipts.
- 5 September 1978: Limson learned that Sunvar, through Cuenca, was negotiating for the same property.
- 15 September 1978: Torrens Certificate of Title (TCT) No. S-72946 issued for spouses; Limson filed an Affidavit of Adverse Claim, annotated on the TCT; same day spouses executed a deed of sale to Sunvar.
- 26 September 1978: TCT No. S-72377 i