11. Serra vs.

CA
G.R. No. 103338
January 4, 1994

FACTS:
On May 20, 1975 a contract of lease with option to buy whereby anent the lease of the premises is the
option of the lessee – Rizal Commercial Banking Corporation to purchase the land owned by herein lessor
– Federico Serra. The option to purchase shall be for a period of ten years. Serra, on his part, undertakes
to register said parcel of land under the Torrens System. Serra alleges that as soon as he has the property
registered he kept on pursuing the manager of the bank to effect the sale as per their agreement. It was not
until September 4, 1984 however, when the bank decided to exercise its option and informed Serra of its
intention to buy the property. But it appears that Serra was no longer selling the property. Hence, a
complaint for specific performance was filed by the bank. The trial court dismissed the complaint. The
Court of Appeals reversed such decision. Hence, this petition.

ISSUE:
Whether or not there was a perfected option contract

HELD:
YES. Under Article 1479 of the New Civil Code, an accepted unilateral promise to buy and sell a
determinate thing for a price certain is binding upon the promisor if the promise is supported by a
consideration distinct from the price. What may be regarded as a consideration distinct from the price is
that the consideration for the lessor’s obligation to sell the lease premises to the lessee should he
choose to exercise his option to purchase the same is the obligation of the lessee to sell to the lessor
the building and/or improvements constructed and/or made by the former should he fails to
exercise his option to buy the leased premises. There is in this case such a stipulation therefore the
parties may then reciprocally demand performance.

2. Republic vs. CA
G.R. No. L-10141
January 31, 1958