Limson v. Court of Appeals GR No. 135929, April 20, 2001 Topic in ales! "arnest #one$ v. %ption #one$ & Art. 1'(2 )ACT! This is a Petition for Review on Certiorari to review, reverse and set aside the Decision of the Court of Appeals which reversed the Decision of the Regional Trial Court. The petitioner likewise assails the Resolution of the appellate court denying petitioner's petitioner's Motion for Reconsideration. Petitioner Lourdes ng Li!son and respondent spouses Loren"o de #era and Asuncion $antos%de #era agreed agreed that that petitioner petitioner would &uy a parcel parcel of land owned owned &y respondent respondents. s. n ( )uly (*+, petitioner paid P-, as /earnest !oney/0 respondents signed a receipt and gave her a (%day option period to purchase the property. The parties agreed agreed to !eet on August 1 and August ((, &ut failed to consu!!ate consu!!ate the sale &ecause &ecause the responden respondentt spouses spouses did not appear. appear. Petitione Petitionerr soon learned learned that su&2ect su&2ect propery propery was also under under negotiat negotiation ion with responde respondent nt spouses spouses and with $unvar Realty Realty Develop! Develop!ent ent Corporat Corporation ion 3$45#AR6. n (1 $epte!&er $epte!&er (*+, Li!son Li!son filed an affidavit affidavit of Adverse Claim with the ffice of the Registry of Deeds Deeds and infor!ed $45#AR. $45#AR. TCT 5. $%+-++ was was issued on -7 $epte!&er $epte!&er (*+ in favor of $45#AR with the adverse Claim of petitioner annotated thereon. Petitioner clai!ed that the Deed of Sale should &e annuled, that TCT 5o. $%+-++ &e canceled and ownership &e restored to respondent spouses, and that a Deed of Sale &e e8ecuted in favor of her. The Regional Trial Trial Court rendered rendered its Decision Decision in favor of petitioner. n appeal, the Court of Appeals co!p co!ple lete tely ly reve revers rsed ed the the deci decisi sion on of the the tria triall cour court. t. Peti Petiti tion oner er ti!e ti!ely ly file filed d a 9oti 9otion on for for Recons Reconside iderat ration ion which which was was denied denied &y the Court Court of Appeal Appeals s on (* cto&e cto&err (**. (**. :ence, :ence, this petition. *+"! 3(6 ;hether ;hether or not there was a perfected perfected contract contract to sell &etween &etween petitione petitionerr and respondent respondent spouses. 3-6 ;hether or not the P-, P-, paid &y Li!son represented represented /earnest /earnest !oney/. R+L*NG! 3(6 5o, there was no perfected perfected contract contract to sell. sell. A scrutiny of the facts as well well as the evidence of the parties overwhel!ingly leads to the conclusion that the agree!ent &etween the parties was a contract of option and not a contract to sell. An option option,, as used in the law of sales sales,, is a contin continuin uing g offer offer or contra contract ct &y which which the owner owner sitpulates with another that the latter shall have have the right to &uy the property at a fi8ed price within a ti!e certain, or under, or in co!pliance with, certain ter!s and conditions, or which gives to the owner of the property the right to sell or de!and a sale.
contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right in the su&2ect !atter, &ut is !erely a contract &y which the owner of the property gives the optionee the right or privilege of accepting the offer and &uying the property on certain ter!s. (( n the other hand, a contract, like a contract to sell, involves the !eeting of !inds &etween two persons where&y one &inds hi!self, with respect to the other, to give so!ething or to render so!e service. (- Contracts, in general, are perfected &y !ere consent, ( which is !anifested &y the !eeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer !ust &e certain and the acceptance a&solute. ( 3-6 5o, the !oney paid &y petitioner was not earnest !oney &ut option !oney. /=arnest !oney/ and /option !oney/ are not the sa!e &ut distinguished thus0 3a6 earnest !oney is part of the purchase price, while option !oney is the !oney given as a distinct consideration for an option contract0 3&6 earnest !oney given only where there is already a sale, while option !oney applies to a sale not yet perfected0 and, 3c6 when earnest !oney is given, the &uyer is &ound to pay the &alance, while when the would%&e &uyer gives option !oney, he is not re>uired to &uy, ( &ut !ay even forfeit it depending on the ter!s of the option. There is nothing in the Receipt which indicates that the P-,. was part of the purchase price. 9oreover, it was not shown that there was a perfected sale &etween the parties where earnest !oney was given. ?inally, when petitioner gave the /earnest !oney/ the Receipt did not reveal that she was &ound to pay the &alance of the purchase price. uently, there was no perfected contract to sell &etween the parties. n (( August (*+ the option period e8pired and the e8clusive right of petitioner to &uy the property of respondent spouses ceased. -"R")%R", the petition is "N*". The decision of the Court of Appeals ordering the Register of Deeds of 9akati City to lift the adverse clai! and such other encu!&rances petitioners Lourdes ng Li!son !ay have filed or caused to &e annotated on TCT 5o. $%+1++ is A))*R#", with the #%*)*CAT*%N that the award of no!inal and e8e!plary da!ages as well as attorney@s fees is "L"T".
