Adiarte v.

Tumaneng
G.R. No. L-3031
March 15, 1951
Padilla, J
TOPIC IN SYLLABUS: Distinguish from option to buy
DOCTRINE: The promise to sell and convey the two parcels of land made by Cirilo Agudong,
after he and his wife had become absolute owners thereof, cannot be regarded as a promise to
resell the parcels of land by virtue of the right to repurchase reserved by the vendor, because
that right was lost to the latter after the expiration of ten years agreed upon without making the
repurchase of the two parcels of land
FACTS:
In 1929, Amanda Madaba vda. De Adiarte sold 2 parcels of land to sps. Cirilio Agudong
and Emilliana Tumaneng for P1,100 with a right to repurchase within 10 years.
On Feb 1944, the buyers presented for registration their deed of sale to the registrar of
deeds.
On April 1944, petitioner offered to repurchase the two parcels of land.
At first, Cirilio Agudong declined to resell, but later on, agreed to resell the parcels on
condition that they would have them in possession for the following two years.
o To show his good faith, he wrote a document1 in Ilocano dialect which contained
the phrase me conformo en pertirla a recomprar su terreno
On October 1944, Cirilio Agudong died. However, the widow of the deceased refused to
receive the sum of P1,100 tendered by Adiarte.
ISSUES: W/N the document executed by Agudong was a promise to resell or an entirely
new and independent agreement, namely that of a promise to sell? New and independent
agreement
HELD:
The promise to sell and convey the two parcels of land made by Cirilo Agudong, after he
and his wife had become absolute owners thereof, cannot be regarded as a promise to
resell the parcels of land by virtue of the right to repurchase reserved by the vendor,
because that right was lost to the latter after the expiration of ten years agreed upon
without making the repurchase of the two parcels of land. Hence there is no room for the
application of the provisions of article 1508 of the Civil Code which prohibit an
agreement or stipulation for redemption of the property sold beyond ten years from the
date of the contract.

1 Yo, Cirilio Agudong, mayor de edad, casado y residente en este barrio No. 15, declaro que hoy 6 de Abril de 1944
vino Doa Amanda Cristobal, duea terreno sita en Sineg-guep, Cabaruan, Banna, que yo he comprado con pacto
de retro y que ya ha vencido hace anos y que la escritura otorgada ya esta registrada y me significo su deseo de
recomprarlo y como quiera que se expreso en terminos precisos y respetuosos reconociendo mi derecho pudo
convencerma y me conformo en pertirla a recomprar su terreno pero nos hemos convenido en que yo trabajara aun
por dos anos agricolas o sean dos anos y pasados los dos anos lo recibire la cantidad con que me vendio cuando se
cancelara el registro que se hizo-a mi favor.
En testimonio de lo cual, firmo la presente hoy a 6 de Abril de 1944.
(Fdo.) CIRILO AGUDONG

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The term "recomprar" (repurchase) was used for lack of better term available or known
to Cirilo Agudong, taking into consideration his degree of instruction. It is usual and
ordinary to refer to a sale or conveyance of real or personal property, as a resale or
repurchase, if the vendee had been the former owner thereof.
For the same reasons, the promise to sell, upon which the appellee rests the right to
demand the specific performance thereof, cannot be deemed a novation. The latter
cannot be brought about without existing contract which is substituted or replaced by
another either by the change of the subject matter, or by substantial alterations of the
terms, of the original contract, or by substitution of another for the debtor, or by
subrogation of another to the rights of the creditor.
In this case, the original contract of sale with the right to repurchase reserved by the
vendor no longer existed at the time the promise to sell was made by the purchaser
who had become the absolute owner after the lapse of the period of time for repurchase
to the seller who had lost all her right to the property sold, because of her failure to
repurchase it within the time agreed upon.
The promise to sell made by Cirilo Agudong not only binds and his estate, now that he is
dead, but also his wife, the appellant herein, because in the absence of proof that onehalf of the purchase price was paraphernal, the presumption is that it was conjugal, and
the property acquired with the conjugal funds also be conjugal, and the contract made by
the husband as regards conjugal property binds the wife. The promise referred to, not
being contrary to law, morals, or public order or policy, is lawful, valid and enforceable.

Dissent, Pablo
Its in Spanish sorry :(
Dissent, Montemayor
Agrees with the dissent of Pablo
Consent of Agudong was obtained through threat and intimidation and consequently no
real consent
The case happened during the Japanese occupation when under threats, and fear of
punishment, innocent vendees of real properties were induced and compelled to resell to
the vendors in the cheap and greatly depreciated Japanese military currency, even long
after the expiration of the agreed period of repurchase, because refusal would be
interpreted by the Japanese invaders as rejection and non-acceptance of the paper
money printed and issued by them without any backing.
What couldve impelled Agudong to change his mind only a few hours after rejecting the
offer to resell? The widow, Emiliana said Doa Amanda Madamba threated him in the
sense that if he would not consent to the redemption of the land he would bring the
matter to the Japanese.
The document was in violation of art. 1508, CC which prohibits any agreement to
repurchase beyond 10 years.
o No part of the said document is any word or expression of intention to sell on the
part of Cirilo or desire to buy on the part of Amanda
o In the document, Cirilo does not say in that document that he would sell the land
but rather that he was permitting or he would permit Amanda to repurchase the
land (me conform en permirila a recomprar su terreno)
The document cannot be an option to buy or a promise to sell for such a contract must
necessarily contain a description of the property to be sold or purchased, the condition

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or conditions of the sale, and the price, independent of any other agreement, so that it
could stand alone.
o But such is not the case here. The document to describe the land has to refer to
the parcel that Cirilo had brought "comprado con pacto de retro", instead of fixing
and stating the price in pesos, it has to refer to the price at which it was sold to
him "la cantidad con que me vendio." In other words, Exhibit A-1 without
reference to the original contract of sale with right repurchase executed in 1929,
cannot stand alone and would be unintelligible.
A promise to sell is a short term contract popularly called option to buy. Such a contract
must necessarily be of short duration for otherwise it will unduly tie up and freeze the
parcel to the prejudice of the owner and that the value of the property may fluctuate in
the meantime.
o In the document, there is no consideration for the promise to sell by Agudong.
There was no description of land promised to be sold, its price, except by
reference to another contract.
o Document cannot stand alone for the simple reason that it is inextricably
connected with and involved with the pacto de retro whose term it attempted to
extend.
o The term is very long. It is supposed to begin only after years from the day the
document was made and to last indefinitely.

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CASE #XX