SORIANO V.
BAUTISTA 6 SCRA 946 (1962) ISSUE: WON spouses Bautista are entitled to redemption of subject property
FACTS: Spouses Bautista are the absolute and registered owners of a parcel of land. In
May 30, 1956, the said spouses entered into an agreement entitled Kasulatan ng
Sanglaan (mortgage) in favor of spouses Soriano for the amount of P1,800.
Simultaneously with the signing of the deed, the spouses Bautista transferred the
possession of the subject property to spouses Soriano. The spouses Soriano have, since
that date, been in possession of the property and are still enjoying the produce thereof to
the exclusion of all other persons
1. Sometime after May 1956, the spouses Bautista received from spouses Soriano the
sum of P450 pursuant to the conditions agreed upon in the document. However, no
receipt was issued. The said amount was returned by the spouses Bautista
2. In May 13, 1958, a certain Atty. Ver informed the spouses Bautista that the spouses
Soriano have decided to purchase the subject property pursuant to par. 5 of the
document which states that “…the mortgagees may purchase the said land absolutely
within the 2-year term of the mortgage for P3,900.”
3. Despite the receipt of the letter, the spouses Bautista refused to comply with
Soriano’s demand
4. As such, spouses Soriano filed a case, praying that they be allowed to consign or
deposit with the Clerk of Court the sum of P1,650 as the balance of the purchase price of
the land in question
5. The trial court held in favor of Soriano and ordered Bautista to execute a deed of
absolute sale over the said property in favor of Soriano.
6. Subsequently spouses Bautista filed a case against Soriano, asking the court to
order Soriano to accept the payment of the principal obligation and release the mortgage
and to make an accounting the harvest for the 2 harvest seasons (1956-1957).
7. CFI held in Soriano’s favor and ordered the execution of the deed of sale in their
favor
8. Bautista argued that as mortgagors, they cannot be deprived of the right to redeem
the mortgaged property, as such right is inherent in and inseparable from a mortgage.
HELD: No. While the transaction is undoubtedly a mortgage and contains the customary
stipulation concerning redemption, it carries the added special provision which renders
the mortgagor’s right to redeem defeasible at the election of the mortgagees. There is
nothing illegal or immoral in this as this is allowed under Art 1479 NCC which states: “A
promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing for a price certain is
binding upon the promissor if the promise supported by a consideration apart from the
price.”
In the case at bar, the mortgagor’s promise is supported by the same consideration as
that of the mortgage itself, which is distinct from the consideration in sale should the
option be exercised. The mortgagor’s promise was in the nature of a continuing offer,
non-withdrawable during a period of 2 years, which upon acceptance by the mortgagees
gave rise to a perfected contract of sale.
TENDER INEFFECTIVE AS PREEMPTIVE RIGHT TO PURCHASE BY OTHER PARTY
HAS BEEN EXERCISED
The tender of P1,800 to redeem the mortgage by spouses Bautista was ineffective for the
purpose intended. Such tender must have been made after the option to purchase had
been exercised by spouses Soriano. Bautista’s offer to redeem could be defeated by
Soriano’s preemptive right to purchase within the period of 2 years from May 30,
1956. Such right was availed of and spouses Bautista were accordingly notified by
Soriano. Offer and acceptance converged and gave rise to a perfected and binding
contract of purchase and sale.