Heirs of Luis Bacus, et. al., vs Court of Appeals and Spouses Faustino and Victoriana Durag
G.R. No. 127695, December 03, 2001
Subject: Obligations and Contracts
FACTS
On June 1, 1984, Luis
Bacus leased to private respondent Faustino Duray a parcel of agricultural land
in Bulacao, Talisay, Cebu. The lease was for six years, ending May 31, 1990.
The contract contained an option to buy clause. Under said option, the lessee had
the exclusive and irrevocable right to buy 2,000 square meters of the property
within five years from a year after the effectivity of the contract.
In October 1989, close to
the expiration of the contract, Luis Bacus died.
In March 1990, the Duray
spouses informed Roque Bacus, one of the heirs of Luis Bacus, that they were
willing and ready to purchase the property under the option to buy clause. They
requested Roque Bacus to prepare the necessary documents. However, petitioners
refused to sell the property.
In April 1990, Duray
filed a complaint for specific performance against the heirs of Luis Bacus with
the Lupon Tagapamayapa of Barangay Bulacao, asking that he be allowed to
purchase the lot specifically referred to in the lease contract with option to
buy. At the hearing, Duray presented a certification from the manager of
Standard Chartered Bank, Cebu City, addressed to Luis Bacus, stating that at
the request of Mr. Lawrence Glauber, a bank client, arrangements were being
made to allow Faustino Duray to borrow funds of approximately P700,000 to
enable him to meet his obligations under the contract with Luis Bacus.
ISSUE
Whether or not respondents
already obliged to make actual payment.
RULING
No. Obligations under an
option to buy are reciprocal obligations. The performance of one obligation is
conditioned on the simultaneous fulfillment of the other obligation. In other
words, in an option to buy, the payment of the purchase price by the creditor
is contingent upon the execution and delivery of a deed of sale by the debtor.
In this case, when private respondents opted to buy the property, their
obligation was to advise petitioners of their decision and their readiness to
pay the price. They were not yet obliged to make actual payment. Only upon petitioners'
actual execution and delivery of the deed of sale were they required to pay.
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