Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.R. No.

157493 February 5, 2007

RI !"INO, #ub#$%$u$e& by '%# 'e%r#, (OSEFIN!, RO"!N)O a*& FERN!N)O, ERNESTO, "EONOR!, +I+I!NO, (R., "I+R!)O a*& ENRI,UET!, a-- #ur*a.e& OESMER, Petitioners, vs. P!R!ISO )E/E"OPMENT CORPOR!TION, Respondent. D C0ICO1N! !RIO, J.: "efore this !ourt is a Petition for Revie# on !ertiorari under Rule $% of the &''( Revised Rules of !ivil Procedure see)in* to reverse and set aside the !ourt of +ppeals Decision & dated ,- +pril ,.., in !+/0.R. !V No. %1&1. entitled, Ri2alino, rnesto, 3eonora, "ibiano, 4r., 3ibrado, nri5ueta, +dolfo, and 4esus, all surna6ed Oes6er vs. Paraiso Develop6ent !orporation, as 6odified b7 its Resolution, dated $ March ,..1, declarin* the !ontract to Sell valid and bindin* #ith respect to the undivided proportionate shares of the si8 si*natories of the said docu6ent, herein petitioners, na6el79 rnesto, nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora :all surna6ed Oes6er;< and orderin* the6 to e8ecute the Deed of +bsolute Sale concernin* their -=> share over the sub?ect parcels of land in favor of herein respondent Paraiso Develop6ent !orporation, and to pa7 the latter the attorne7@s fees plus costs of the suit. The assailed Decision, as 6odified, li)e#ise ordered the respondent to tender pa76ent to the petitioners in the a6ount of P1,,&-,%-.... representin* the balance of the purchase price of the sub?ect parcels of land. The facts of the case are as follo#s9 Petitioners Ri2alino, rnesto, 3eonora, "ibiano, 4r., 3ibrado, and nri5ueta, all surna6ed Oes6er, to*ether #ith +dolfo Oes6er :+dolfo; and 4esus Oes6er :4esus;, are brothers and sisters, and the co/o#ners of undivided shares of t#o parcels of a*ricultural and tenanted land situated in "aran*a7 Alon* Tubi*, !ar6ona, !avite, identified as 3ot (,. #ith an area of $.,%.( s5uare 6eters :s5. 6.; and 3ot >1$ containin* an area of &$,(-' s5. 6., or a total land area of %%,,(- s5. 6. "oth lots are unre*istered and ori*inall7 o#ned b7 their parents, "ibiano Oes6er and ncarnacion Duru6pili, #ho declared the lots for ta8ation purposes under Ta8 Declaration No. 1$1> 1:cancelled b7 I.D. No. -.-$/ +; for 3ot (,. and Ta8 Declaration No. 1$1($ :cancelled b7 I.D. No. %-,'; for 3ot >1$. Bhen the spouses Oes6er died, petitioners, to*ether #ith +dolfo and 4esus, ac5uired the lots as heirs of the for6er b7 ri*ht of succession. Respondent Paraiso Develop6ent !orporation is )no#n to be en*a*ed in the real estate business. So6eti6e in March &'>', Ro*elio Paular, a resident and for6er Municipal Secretar7 of !ar6ona, !avite, brou*ht alon* petitioner rnesto to 6eet #ith a certain Sotero 3ee, President of respondent Paraiso Develop6ent !orporation, at Otani Hotel in Manila. The said 6eetin* #as for the purpose of bro)erin* the sale of petitioners@ properties to respondent corporation. !ISION

Pursuant to the said 6eetin*, a !ontract to Sell% #as drafted b7 the 8ecutive +ssistant of Sotero 3ee, Inocencia +l6o. On & +pril &'>', petitioners rnesto and nri5ueta si*ned the aforesaid !ontract to Sell. + chec) in the a6ount of P&..,......, pa7able to rnesto, #as *iven as option 6one7. So6eti6e thereafter, Ri2alino, 3eonora, "ibiano, 4r., and 3ibrado also si*ned the said !ontract to Sell. Ho#ever, t#o of the brothers, +dolfo and 4esus, did not si*n the docu6ent. On % +pril &'>', a duplicate cop7 of the instru6ent #as returned to respondent corporation. On ,& +pril &'>', respondent brou*ht the sa6e to a notar7 public for notari2ation. In a letter- dated & Nove6ber &'>', addressed to respondent corporation, petitioners infor6ed the for6er of their intention to rescind the !ontract to Sell and to return the a6ount of P&..,...... *iven b7 respondent as option 6one7. Respondent did not respond to the aforesaid letter. On 1. Ma7 &''&, herein petitioners, to*ether #ith +dolfo and 4esus, filed a !o6plaint( for Declaration of Nullit7 or for +nnul6ent of Option +*ree6ent or !ontract to Sell #ith Da6a*es before the Re*ional Trial !ourt :RT!; of "acoor, !avite. The said case #as doc)eted as !ivil !ase No. "!V/'&/$'. Durin* trial, petitioner Ri2alino died. Apon 6otion of petitioners, the trial court issued an Order,> dated &- Septe6ber &'',, to the effect that the deceased petitioner be substituted b7 his survivin* spouse, 4osefina O. Oes6er, and his children, Rolando O. Oes6er and Cernando O. Oes6er. Ho#ever, the na6e of Ri2alino #as retained in the title of the case both in the RT! and the !ourt of +ppeals. +fter trial on the 6erits, the lo#er court rendered a Decision ' dated ,( March &''- in favor of the respondent, the dispositive portion of #hich reads9 BH R COR , pre6ises considered, ?ud*6ent is hereb7 rendered in favor of herein DrespondentE Paraiso Develop6ent !orporation. The assailed !ontract to Sell is valid and bindin* onl7 to the undivided proportionate share of the si*nator7 of this docu6ent and recipient of the chec), Dherein petitionerE co/o#ner rnesto Duru6pili Oes6er. The latter is hereb7 ordered to e8ecute the !ontract of +bsolute Sale concernin* his &=> share over the sub?ect t#o parcels of land in favor of herein DrespondentE corporation, and to pa7 the latter the attorne7@s fees in the su6 of Ten Thousand :P&.,......; Pesos plus costs of suit. The counterclai6 of DrespondentE corporation is hereb7 Dis6issed for lac) of 6erit. &. Ansatisfied, respondent appealed the said Decision before the !ourt of +ppeals. On ,- +pril ,..,, the appellate court rendered a Decision 6odif7in* the Decision of the court a 5uo b7 declarin* that the !ontract to Sell is valid and bindin* #ith respect to the undivided proportionate shares of the si8 si*natories of the said docu6ent, herein petitioners, na6el79 rnesto, nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora :all surna6ed Oes6er;. The decretal portion of the said Decision states that9 BH R COR , pre6ises considered, the Decision of the court a 5uo is hereb7 MODICI D. 4ud*6ent is hereb7 rendered in favor of herein DrespondentE Paraiso Develop6ent !orporation. The assailed !ontract to Sell is valid and bindin* #ith respect to the undivided proportionate share of the si8 :-; si*natories of this docu6ent, Dherein petitionersE, na6el7, rnesto, nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora :all surna6ed Oes6er;. The said DpetitionersE are hereb7 ordered

to e8ecute the Deed of +bsolute Sale concernin* their -=> share over the sub?ect t#o parcels of land and in favor of herein DrespondentE corporation, and to pa7 the latter the attorne7@s fees in the su6 of Ten Thousand Pesos :P&.,......; plus costs of suit.&& +**rieved b7 the above/6entioned Decision, petitioners filed a Motion for Reconsideration of the sa6e on , 4ul7 ,..,. +ctin* on petitioners@ Motion for Reconsideration, the !ourt of +ppeals issued a Resolution dated $ March ,..1, 6aintainin* its Decision dated ,- +pril ,..,, #ith the 6odification that respondent tender pa76ent to petitioners in the a6ount of P1,,&-,%-...., representin* the balance of the purchase price of the sub?ect parcels of land. The dispositive portion of the said Resolution reads9 BH R COR , pre6ises considered, the assailed Decision is hereb7 6odified. 4ud*6ent is hereb7 rendered in favor of herein DrespondentE Paraiso Develop6ent !orporation. The assailed !ontract to Sell is valid and bindin* #ith respect to the undivided proportionate shares of the si8 :-; si*natories of this docu6ent, Dherein petitionersE, na6el7, rnesto, nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora :all surna6ed Oes6er;. The said DpetitionersE are hereb7 ordered to e8ecute the Deed of +bsolute Sale concernin* their -=> share over the sub?ect t#o parcels of land in favor of herein DrespondentE corporation, and to pa7 the latter attorne7@s fees in the su6 of Ten Thousand Pesos :P&.,......; plus costs of suit. Respondent is li)e#ise ordered to tender pa76ent to the above/ na6ed DpetitionersE in the a6ount of Three Million T#o Hundred Si8teen Thousand Cive Hundred Si8t7 Pesos :P1,,&-,%-....; representin* the balance of the purchase price of the sub?ect t#o parcels of land. &,
1awphi1.net

Hence, this Petition for Revie# on !ertiorari. Petitioners co6e before this !ourt ar*uin* that the !ourt of +ppeals erred9 I. On a 5uestion of la# in not holdin* that, the supposed !ontract to Sell : 8hibit D; is not bindin* upon petitioner rnesto Oes6er@s co/o#ners :herein petitioners nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora;. II. On a 5uestion of la# in not holdin* that, the supposed !ontract to Sell : 8hibit D; is void alto*ether considerin* that respondent itself did not si*n it as to indicate its consent to be bound b7 its ter6s. Moreover, 8hibit D is reall7 a unilateral pro6ise to sell #ithout consideration distinct fro6 the price, and hence, void. Petitioners assert that the si*natures of five of the6 na6el79 nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora, on the 6ar*ins of the supposed !ontract to Sell did not confer authorit7 on petitioner rnesto as a*ent to sell their respective shares in the 5uestioned properties, and hence, for lac) of #ritten authorit7 fro6 the above/na6ed petitioners to sell their respective shares in the sub?ect parcels of land, the supposed !ontract to Sell is void as to the6. Neither do their si*natures si*nif7 their consent to directl7 sell their shares in the 5uestioned properties. +ssu6in* that the si*natures indicate consent, such consent #as 6erel7 conditional. The effectivit7 of the alle*ed !ontract to Sell #as sub?ect to a suspensive condition, #hich is the approval of the sale b7 all the co/o#ners. Petitioners also assert that the supposed !ontract to Sell : 8hibit D;, contrar7 to the findin*s of the !ourt of +ppeals, is not couched in si6ple lan*ua*e.

The7 further clai6 that the supposed !ontract to Sell does not bind the respondent because the latter did not si*n the said contract as to indicate its consent to be bound b7 its ter6s. Curther6ore, the7 6aintain that the supposed !ontract to Sell is reall7 a unilateral pro6ise to sell and the option 6one7 does not bind petitioners for lac) of cause or consideration distinct fro6 the purchase price. The Petition is bereft of 6erit. It is true that the si*natures of the five petitioners, na6el79 nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora, on the !ontract to Sell did not confer authorit7 on petitioner rnesto as a*ent authori2ed to sell their respective shares in the 5uestioned properties because of +rticle &>($ of the !ivil !ode, #hich e8pressl7 provides that9 +rt. &>($. Bhen a sale of a piece of land or an7 interest therein is throu*h an a*ent, the authorit7 of the latter shall be in #ritin*< other#ise, the sale shall be void. The la# itself e8plicitl7 re5uires a #ritten authorit7 before an a*ent can sell an i66ovable. The confer6ent of such an authorit7 should be in #ritin*, in as clear and precise ter6s as possible. It is #orth notin* that petitioners@ si*natures are found in the !ontract to Sell. The !ontract is absolutel7 silent on the establish6ent of an7 principal/a*ent relationship bet#een the five petitioners and their brother and co/petitioner rnesto as to the sale of the sub?ect parcels of land. Thus, the !ontract to Sell, althou*h si*ned on the 6ar*in b7 the five petitioners, is not sufficient to confer authorit7 on petitioner rnesto to act as their a*ent in sellin* their shares in the properties in 5uestion. Ho#ever, despite petitioner rnesto@s lac) of #ritten authorit7 fro6 the five petitioners to sell their shares in the sub?ect parcels of land, the supposed !ontract to Sell re6ains valid and bindin* upon the latter. +s can be clearl7 *leaned fro6 the contract itself, it is not onl7 petitioner rnesto #ho si*ned the said !ontract to Sell< the other five petitioners also personall7 affi8ed their si*natures thereon. Therefore, a #ritten authorit7 is no lon*er necessar7 in order to sell their shares in the sub?ect parcels of land because, b7 affi8in* their si*natures on the !ontract to Sell, the7 #ere not sellin* their shares throu*h an a*ent but, rather, the7 #ere sellin* the sa6e directl7 and in their o#n ri*ht. The !ourt also finds untenable the follo#in* ar*u6ents raised b7 petitioners to the effect that the !ontract to Sell is not bindin* upon the6, e8cept to rnesto, because9 :&; the si*natures of five of the petitioners do not si*nif7 their consent to sell their shares in the 5uestioned properties since petitioner nri5ueta 6erel7 si*ned as a #itness to the said !ontract to Sell, and that the other petitioners, na6el79 3ibrado, Ri2alino, 3eonora, and "ibiano, 4r., did not understand the i6portance and conse5uences of their action because of their lo# de*ree of education and the contents of the aforesaid contract #ere not read nor e8plained to the6< and :,; assu6in* that the si*natures indicate consent, such consent #as 6erel7 conditional, thus, the effectivit7 of the alle*ed !ontract to Sell #as sub?ect to a suspensive condition, #hich is the approval b7 all the co/o#ners of the sale. It is #ell/settled that contracts are perfected b7 6ere consent, upon the acceptance b7 the offeree of the offer 6ade b7 the offeror. Cro6 that 6o6ent, the parties are bound not onl7 to the fulfill6ent of #hat has been e8pressl7 stipulated but also to all the conse5uences #hich, accordin* to their nature, 6a7 be in )eepin* #ith *ood faith, usa*e and la#. To produce a contract, the acceptance 6ust not 5ualif7 the ter6s of the offer. Ho#ever, the acceptance 6a7 be e8press or i6plied. Cor a

contract to arise, the acceptance 6ust be 6ade )no#n to the offeror. +ccordin*l7, the acceptance can be #ithdra#n or revo)ed before it is 6ade )no#n to the offeror. &1 In the case at bar, the !ontract to Sell #as perfected #hen the petitioners consented to the sale to the respondent of their shares in the sub?ect parcels of land b7 affi8in* their si*natures on the said contract. Such si*natures sho# their acceptance of #hat has been stipulated in the !ontract to Sell and such acceptance #as 6ade )no#n to respondent corporation #hen the duplicate cop7 of the !ontract to Sell #as returned to the latter bearin* petitioners@ si*natures. +s to petitioner nri5ueta@s clai6 that she 6erel7 si*ned as a #itness to the said contract, the contract itself does not sa7 so. There #as no sin*le indication in the said contract that she si*ned the sa6e 6erel7 as a #itness. The fact that her si*nature appears on the ri*ht/hand 6ar*in of the !ontract to Sell is insi*nificant. The contract indisputabl7 referred to the FHeirs of "ibiano and ncarnacion Oes6er,F and since there is no sho#in* that nri5ueta si*ned the docu6ent in so6e other capacit7, it can be safel7 assu6ed that she did so as one of the parties to the sale. 6phasis should also be *iven to the fact that petitioners rnesto and nri5ueta concurrentl7 si*ned the !ontract to Sell. +s the !ourt of +ppeals 6entioned in its Decision, &$ the records of the case spea) of the fact that petitioner rnesto, to*ether #ith petitioner nri5ueta, 6et #ith the representatives of the respondent in order to finali2e the ter6s and conditions of the !ontract to Sell. nri5ueta affi8ed her si*nature on the said contract #hen the sa6e #as drafted. She even ad6itted that she understood the underta)in* that she and petitioner rnesto 6ade in connection #ith the contract. She li)e#ise disclosed that pursuant to the ter6s e6bodied in the !ontract to Sell, she updated the pa76ent of the real propert7 ta8es and transferred the Ta8 Declarations of the 5uestioned properties in her na6e.&% Hence, it cannot be *ainsaid that she 6erel7 si*ned the !ontract to Sell as a #itness because she did not onl7 activel7 participate in the ne*otiation and e8ecution of the sa6e, but her subse5uent actions also reveal an atte6pt to co6pl7 #ith the conditions in the said contract. Bith respect to the other petitioners@ assertion that the7 did not understand the i6portance and conse5uences of their action because of their lo# de*ree of education and because the contents of the aforesaid contract #ere not read nor e8plained to the6, the sa6e cannot be sustained. Be onl7 have to 5uote the pertinent portions of the !ourt of +ppeals Decision, clear and concise, to dispose of this issue. Thus, Cirst, the !ontract to Sell is couched in such a si6ple lan*ua*e #hich is undoubtedl7 eas7 to read and understand. The ter6s of the !ontract, specificall7 the a6ount of P&..,...... representin* the option 6one7 paid b7 DrespondentE corporation, the purchase price of P-.... per s5uare 6eter or the total a6ount ofP1,1&-,%-.... and a brief description of the sub?ect properties are #ell/indicated thereon that an7 prudent and 6ature 6an #ould have )no#n the nature and e8tent of the transaction encapsulated in the docu6ent that he #as si*nin*. Second, the follo#in* circu6stances, as testified b7 the #itnesses and as can be *leaned fro6 the records of the case clearl7 indicate the Dpetitioners@E intention to be bound b7 the stipulations chronicled in the said !ontract to Sell.

+s to DpetitionerE rnesto, there is no dispute as to his intention to effect the alienation of the sub?ect propert7 as he in fact #as the one #ho initiated the ne*otiation process and cul6inated the sa6e b7 affi8in* his si*nature on the !ontract to Sell and b7 ta)in* receipt of the a6ount of P&..,...... #hich for6ed part of the purchase price. 8888 +s to DpetitionerE 3ibrado, the Dappellate courtE finds it preposterous that he #illin*l7 affi8ed his si*nature on a docu6ent #ritten in a lan*ua*e : n*lish; that he purportedl7 does not understand. He testified that the docu6ent #as ?ust brou*ht to hi6 b7 an &> 7ear old niece na6ed "ab7 and he #as told that the docu6ent #as for a chec) to be paid to hi6. He readil7 si*ned the !ontract to Sell #ithout consultin* his other siblin*s. Thereafter, he e8erted no effort in co66unicatin* #ith his brothers and sisters re*ardin* the docu6ent #hich he had si*ned, did not in5uire #hat the chec) #as for and did not thereafter as) for the chec) #hich is purportedl7 due to hi6 as a result of his si*nin* the said !ontract to Sell. :TSN, ,> Septe6ber &''1, pp. ,,/,1; The Dappellate courtE notes that 3ibrado is a $1 7ear old fa6il7 6an :TSN, ,> Septe6ber &''1, p. &';. +s such, he is e8pected to act #ith that ordinar7 de*ree of care and prudence e8pected of a *ood father of a fa6il7. His un#ittin* testi6on7 is ?ust divinel7 disbelievin*. The other DpetitionersE :Ri2alino, 3eonora and "ibiano 4r.; are li)e#ise bound b7 the said !ontract to Sell. The theor7 adopted b7 the DpetitionersE that because of their lo# de*ree of education, the7 did not understand the contents of the said !ontract to Sell is devoid of 6erit. The Dappellate courtE also notes that +dolfo :one of the co/heirs #ho did not si*n; also possess the sa6e de*ree of education as that of the si*nin* co/heirs :TSN, &% October &''&, p. &';. He, ho#ever, is e6plo7ed at the Provincial Treasur7 Office at Trece Martire2, !avite and has even acco6panied Ro*elio Paular to the +ssessor@s Office to locate certain 6issin* docu6ents #hich #ere needed to transfer the titles of the sub?ect properties. :TSN, ,> 4anuar7 &''$, pp. ,- G 1%; Si6ilarl7, the other co/heirs DpetitionersE, li)e +dolfo, are far fro6 i*norant, 6ore so, illiterate that the7 can be e8tricated fro6 their obli*ations under the !ontract to Sell #hich the7 voluntaril7 and )no#in*l7 entered into #ith the DrespondentE corporation. The Supre6e !ourt in the case of !ecilia Mata v. !ourt of +ppeals :,.( S!R+ (%1 D&'',E;, citin* the case of Tan Sua Sia v. Hu "aio Sontua :%- Phil. (&&;, instructivel7 ruled as follo#s9 FThe !ourt does not accept the petitioner@s clai6 that she did not understand the ter6s and conditions of the transactions because she onl7 reached 0rade Three and #as alread7 -1 7ears of a*e #hen she si*ned the docu6ents. She #as literate, to be*in #ith, and her a*e did not 6a)e her senile or inco6petent. 8 8 8. +t an7 rate, Metroban) had no obli*ation to e8plain the docu6ents to the petitioner as no#here has it been proven that she is unable to read or that the contracts #ere #ritten in a lan*ua*e not )no#n to her. It #as her responsibilit7 to infor6 herself of the 6eanin* and conse5uence of the contracts she #as si*nin* and, if she found the6 difficult to co6prehend, to consult other persons, preferabl7 la#7ers, to e8plain the6 to her. +fter all, the transactions involved not onl7 a fe# hundred or thousand pesos but, indeed, hundreds of thousands of pesos. +s the !ourt has held9

8 8 8 The rule that one #ho si*ns a contract is presu6ed to )no# its contents has been applied even to contracts of illiterate persons on the *round that if such persons are unable to read, the7 are ne*li*ent if the7 fail to have the contract read to the6. If a person cannot read the instru6ent, it is as 6uch his dut7 to procure so6e reliable persons to read and e8plain it to hi6, before he si*ns it, as it #ould be to read it before he si*ned it if he #ere able to do and his failure to obtain a readin* and e8planation of it is such *ross ne*li*ence as #ill estop fro6 avoidin* it on the *round that he #as i*norant of its contents.F&That the petitioners reall7 had the intention to dispose of their shares in the sub?ect parcels of land, irrespective of #hether or not all of the heirs consented to the said !ontract to Sell, #as unveiled b7 +dolfo@s testi6on7 as follo#s9 +TTH. 0+MO9 This alle*ed a*ree6ent bet#een 7ou and 7our other brothers and sisters that unless ever7bod7 #ill a*ree, the properties #ould not be sold, #as that a*ree6ent in #ritin*I BITN SS9 No sir. +TTH. 0+MO9 Bhat 7ou are sa7in* is that #hen 7our brothers and sisters e8cept 4esus and 7ou did not si*n that a*ree6ent #hich had been 6ar)ed as D 8hibitE FDF, 7our brothers and sisters #ere *rossl7 violatin* 7our a*ree6ent. BITN SS9 Hes, sir, the7 violated #hat #e have a*reed upon. &( Be also cannot sustain the alle*ation of the petitioners that assu6in* the si*natures indicate consent, such consent #as 6erel7 conditional, and that, the effectivit7 of the alle*ed !ontract to Sell #as sub?ect to the suspensive condition that the sale be approved b7 all the co/o#ners. The !ontract to Sell is clear enou*h. It is a cardinal rule in the interpretation of contracts that if the ter6s of a contract are clear and leave no doubt upon the intention of the contractin* parties, the literal 6eanin* of its stipulation shall control. &> The ter6s of the !ontract to Sell 6ade no 6ention of the condition that before it can beco6e valid and bindin*, a unani6ous consent of all the heirs is necessar7. Thus, #hen the lan*ua*e of the contract is e8plicit, as in the present case, leavin* no doubt as to the intention of the parties thereto, the literal 6eanin* of its stipulation is controllin*. In addition, the petitioners, bein* o#ners of their respective undivided shares in the sub?ect properties, can dispose of their shares even #ithout the consent of all the co/heirs. +rticle $'1 of the !ivil !ode e8pressl7 provides9 +rticle $'1. ach co/o#ner shall have the full o#nership of his part and of the fruits and benefits pertainin* thereto, and he 6a7 therefore alienate, assign or mortgage it, and even substitute another person in its en?o76ent, e8cept #hen personal ri*hts are involved. "ut the effect of the alienation or the 6ort*a*e, #ith respect to the co/o#ners, shall be limited to the portion #hich 6a7 be allotted to hi6 in the division upon the ter6ination of the co/o#nership. D 6phases supplied.E !onse5uentl7, even #ithout the consent of the t#o co/heirs, +dolfo and 4esus, the !ontract to Sell is still valid and bindin* #ith respect to the -=> proportionate shares of the petitioners, as properl7 held b7 the appellate court. Therefore, this !ourt finds no error in the findin*s of the !ourt of +ppeals that all the petitioners #ho #ere si*natories in the !ontract to Sell are bound thereb7.

The final ar*u6ents of petitioners state that the !ontract to Sell is void alto*ether considerin* that respondent itself did not si*n it as to indicate its consent to be bound b7 its ter6s< and 6oreover, the !ontract to Sell is reall7 a unilateral pro6ise to sell #ithout consideration distinct fro6 the price, and hence, a*ain, void. Said ar*u6ents 6ust necessaril7 fail. The !ontract to Sell is not void 6erel7 because it does not bear the si*nature of the respondent corporation. Respondent corporation@s consent to be bound b7 the ter6s of the contract is sho#n in the uncontroverted facts #hich established that there #as partial perfor6ance b7 respondent of its obli*ation in the said !ontract to Sell #hen it tendered the a6ount of P&..,...... to for6 part of the purchase price, #hich #as accepted and ac)no#led*ed e8pressl7 b7 petitioners. Therefore, b7 force of la#, respondent is re5uired to co6plete the pa76ent to enforce the ter6s of the contract. +ccordin*l7, despite the absence of respondent@s si*nature in the !ontract to Sell, the for6er cannot evade its obli*ation to pa7 the balance of the purchase price. +s a final point, the !ontract to Sell entered into b7 the parties is not a unilateral pro6ise to sell 6erel7 because it used the #ord option 6one7 #hen it referred to the a6ount of P&..,......, #hich also for6 part of the purchase price. Settled is the rule that in the interpretation of contracts, the ascertain6ent of the intention of the contractin* parties is to be dischar*ed b7 loo)in* to the #ords the7 used to pro?ect that intention in their contract, all the #ords, not ?ust a particular #ord or t#o, and #ords in conte8t, not #ords standin* alone.&' In the instant case, the consideration of P&..,...... paid b7 respondent to petitioners #as referred to as Foption 6one7.F Ho#ever, a careful e8a6ination of the #ords used in the contract indicates that the 6one7 is not option 6one7 but earnest money. F arnest 6one7F and Foption 6one7F are not the sa6e but distin*uished thus9 :a; earnest 6one7 is part of the purchase price, #hile option 6one7 is the 6one7 *iven as a distinct consideration for an option contract< :b; earnest 6one7 is *iven onl7 #here there is alread7 a sale, #hile option 6one7 applies to a sale not 7et perfected< and, :c; #hen earnest 6one7 is *iven, the bu7er is bound to pa7 the balance, #hile #hen the #ould/be bu7er *ives option 6one7, he is not re5uired to bu7, but 6a7 even forfeit it dependin* on the ter6s of the option.,. The su6 of P&..,...... #as part of the purchase price. +lthou*h the sa6e #as deno6inated as Foption 6one7,F it is actuall7 in the nature of earnest 6one7 or do#n pa76ent #hen considered #ith the other ter6s of the contract. Doubtless, the a*ree6ent is not a 6ere unilateral pro6ise to sell, but, indeed, it is a !ontract to Sell as both the trial court and the appellate court declared in their Decisions. BH R COR , pre6ises considered, the Petition is D NI D, and the Decision and Resolution of the !ourt of +ppeals dated ,- +pril ,.., and $ March ,..1, respectivel7, are !FFIRME), thus, :a; the !ontract to Sell is)EC"!RE) valid and bindin* #ith respect to the undivided proportionate shares in the sub?ect parcels of land of the si8 si*natories of the said docu6ent, herein petitioners rnesto, nri5ueta, 3ibrado, Ri2alino, "ibiano, 4r., and 3eonora :all surna6ed Oes6er;< :b; respondent is OR)ERE) to tender pa76ent to petitioners in the a6ount ofP1,,&-,%-.... representin* the balance of the purchase price for the latter@s shares in the sub?ect parcels of land< and :c; petitioners are further OR)ERE) to e8ecute in favor of respondent the Deed of +bsolute

Sale coverin* their shares in the sub?ect parcels of land after receipt of the balance of the purchase price, and to pa7 respondent attorne7@s fees plus costs of the suit. !osts a*ainst petitioners. SO ORD R D. MINIT! /. C0ICO1N! !RIO +ssociate 4ustice B !ON!AR9 CONSUE"O 2N!RES3S!NTI!GO +ssociate 4ustice !hairperson M!. !"ICI! !USTRI! M!RTINE +ssociate 4ustice +TT ST+TION ROMEO (. C!""E(O, SR. +sscociate 4ustice

I attest that the conclusions in the above Decision #ere reached in consultation before the case #as assi*ned to the #riter of the opinion of the !ourt@s Division. CONSUE"O 2N!RES1S!NTI!GO +ssociate 4ustice !hairperson, Third Division ! RTICI!+TION

Pursuant to Section &1, +rticle VIII of the !onstitution, and the Division !hairperson@s +ttestation, it is hereb7 certified that the conclusions in the above Decision #ere reached in consultation before the case #as assi*ned to the #riter of the opinion of the !ourt@s Division. RE2N!TO S. PUNO !hief 4ustice