POLICITACION

STAGE of a Contract of Sale

OFFER
Unaccepted unilateral promise
to buy or sell

CONTRACT TO SELL
Art 1479 par 1
A promise to buy and sell
- a determinate thing
- for a price certain
is reciprocally demandable.

From the time the prospective

parties indicate their interest in
the contract
> contract is concluded
(perfected)

Prior to its acceptance, it is

subject to the will of the offeror
may be withdrawn by the
offeror

OPTION CONTRACT

RIGHT OF FIRST REFUSAL

Preparatory Contract
-separate and distinct from the
one which the parties may
enter into upon consummation
of option

Accessory Contract
- is an integral part of contract
of lease
- merely a stipulation in any
kind of contract
- contractual stipulation

Mutual promises to buy and

sell

-one party grants to the other

power to decide WON to enter
into a principal contract

Perfection gives rise to a

reciprocal suspensive
conditional obligation

Art 1479 par 2

An accepted unilateral
promise to buy or sell
a determinate thing

- for a price certain

- is binding upon promisor if
the promise supported by a
consideration distinct from
the price

Period of negotiation and

bargaining

Certain
Definite
Intentional

Part of the Buyer:

Pay the full purchase price

Requisites
1. Consent
2. Subj matter - Sale of right
to purchase, not a
thing/object
3. Cause - consideration
separate and distinct from
the price

Unaccepted unilateral promise

For an offer to be certain:

Part of the Seller:

Rules when period is given to

The consideration is built into

the reciprocal obligations of
the parties.
(e.g. Promise to lease in return
of the right of first refusal,
Equatorial case)

-Promise on the part of the

owner -> that if he declares
to sell his property -> he
would first negotiate the sale
to promisee

- lesser than an offer

to buy or sell, prior to

acceptance, unaccepted offer

Object (Possible, Licit,

Determinate/Determinable)
Price (Certain, Real, in
Money or its Equivalent)
Terms of Payment

Does not give rise to any

obligation or right.
This produces no juridical
effect and creates no legal
bond.

Article 1325 of the Civil Code,

unless it appears otherwise,
business advertisements of
things for sale are not definite
offers

business advertisements
of things for sale are not

- Reserve ownership to himself the offer within which to accept - lesser than an
- Transfer ownership to buyer
offer:
advertisement
ONLY upon PAYMENT of
purchase PRICE
Period NOT supported by a
separate consideration
- Offeror has right to withdraw In Equatorial and Guzman
cases,
offer any time BEFORE
ACCEPTANCE
-The sale in favor of a third
party who is in bad faith, in
Period is SUPPORTED by a violation of the right of first
refusal
separate consideration
can only withdraw AFTER
- is VALID but RECISSIBLE
LAPSE OF PERIOD
- withdrawal within the option
period is considered breach
- offeree cannot sue for
specific performance no
perfection
- BUT offeror will be liable for
damages under Art 19 of
the Civil Code (Ang Yu
Asuncion case)
If buyer fails to pay,
- this prevents seller to

convey title
no breach

The right to withdraw must

not be exercised arbitrarily,
otherwise one can be held
liable for damages under Art
19 (Ang Yu Asuncion case)

- Only after the optionee fails

to exercise his right of first
refusal,
- then the owner can validly
offer to sell his property to a
third person

definite offers
- advertisements are mere
invitations to make
proposals
- considered as invitation if it is
addressed to the public,
even if it specifies the subj
matter, price and terms of
payment

unless it appears
otherwise,
when
it is addressed to a
particular offeree
then
absolute acceptance shall
be binding
In this stage, it is only a mere
offer and has not yet been
converted into a contract.

Acceptance - must be
absolute, unequivocal,
unqualified
Counter-offer
qualified acceptance

considered as rejection of
the original offer

Proper Exercise of option

- Notice of exercise
Period to Exercise Option
- Within Option Period
- No Period 10 years
Effect of Exercise of Option
- reciprocal obligation to enter
into a contract of sale