c
c Held: No.

The COS͛ main argument is that Custodio lost her ͞option͟ over
the Beata property and her failure to exercise said option resulted in the

 
 forfeiture of any amounts paid by her pursuant to the letter.
Petitioners: Sps. Henry Co and Melody Co (COS)
Respondents: CA; Mrs. Adoracion Custodio, represented by Atty. Trinidad
Kalagayan

 Plaintiff Custodio entered into a verbal contract with defendant for
her purchase of the latter͛s house and lot located at New Alabang Village,
Muntinlupa for and in consideration of the sum of $100,000.00. One week
thereafter, and shortly before she left for the US, plaintiff paid to the
defendants the amount of $1,000.00 and P40k as earnest money, in order
that the same may be reserved for her purchase, said earnest money to be
deducted from the total purchase price. The purchase price of $100,000.00
is payable in two payments $40k on December 4, 1984 and $60k on January
5, 1985. On January 25, 1985, although the period of payment had already
expired, plaintiff paid to the defendant Melody Co in the US, the sum of
$30k as partial payment. Defendant͛s counsel wrote a letter to the plaintiff
demanding that she pay the balance of $70k and not receiving any response
thereto, said lawyer wrote another letter to plaintiff informing her that she
has lost her ͞option to purchase͟ the property subject of this case and
offered her to another property. Then the counsel of plaintiff wrote a letter
informing that she is now ready to pay the remaining balance to complete
the sum of $100k, the agreed amount as selling price. Hence, the plaintiff
filed this complaint.
An option is a contract granting privilege to buy or sell within the agreed
time and at a determined price. However, the letter sent by the COS
through their counsel to Custodio reveals that the parties entered into a
perfected contract of sale and not an option contract.
A contract of sale is a consensual contract and is perfected at the moment
there is meeting of the minds upon the thing which is the object of the
contract and upon the price. The elements of a valid contract of sale
(Art.1458, CC) are (1) consent or meeting of the minds; (2) determinate
subject matter; and (3) price certain in money or its equivalent. In the case
at bar, all three elements are present in the transaction. Custodio͛s offer to
purchase the Beata property, subject of the sale at a price of $100k was
accepted by the COS. Even the manner of payment was set forth in the
letter. The earnest money was even received by the COS. Under Art.1482 of
the Civil Code, earnest money given in a sale transaction is considered part
of the purchase price and proof of the perfection of the sale.
Petition is denied.

RTC ʹ ruled in favor of Custodio and ordered the COS to refund the amount
of $30k in Custodio͛s favor.

CA ʹ affirmed the ruling of the RTC

 : w/n CA erred in ordering the COS to return the $30k paid by Custodio
pursuant to the option granted to her over the Beata property


X
c  
 c    


 Petitioner SMPP is a domestic corporation engaged in the purchase
and sale of real properties. Part of its inventory is 2 parcels of land. The
properties were offered for sale. The offer was made to Atty. Helen Dauz
who was acting for respondent spouses as undisclosed principals. In a letter,
Atty. Dauz signified her client͛s interest in purchasing the properties under
the terms that the sum of P500k would be given as earnest money and the
balance would be paid in eight equal monthly installments. However, the
petitioner refused the counter-offer. Atty. Dauz wrote another letter
proposing another term that the sum of P1M representing earnest-deposit
money.

Isidro Sobrecarey, SMPP͛s vice president and operations manager for

corporate real estate, indicated his conformity to the offer by affixing his
signature to the letter and accepted the ͞earnest-deposit͟ of P1M. Upon
request of Huang, Sobrecarey ordered the removal of the ͞FOR SALE͟ sign
from the properties.

Atty. Dauz and Sobrecarey then commenced negotiations saying that they
are willing to sell the subject properties on a 90-day term.

Issue: w/n there was a perfected contract of sale

Held: No. The stages of a contract of sale are as follows: (1) negotiation; (2)
perfection; (3) consummation. In the case at bar, the parties never got past
the negotiation stage.