SORIANO V.

BAUTISTA
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.
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. 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. Despite the receipt
of the letter, the spouses Bautista refused to comply with Sorianos demand.
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. 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. 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). CFI held in Sorianos favor and ordered the execution of the deed of sale in
their favor. 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.
ISSUE:
Whether or not spouses Bautista are entitled to redemption of subject property
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 mortgagors 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 mortgagors 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 mortgagors 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. Bautistas offer to redeem could be defeated by Sorianos
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.