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September 29, 2016

Tayag vs. Lacson

Facts:
  • In March 1996 a group of farmer-tenants on three parcels of land owned by the Lacsons assigned to petitioner Tayag their rights as tenants/tillers for p50/sqm. 
  • The said amount would be payable “when the legal impediments to the sale of the property to the petitioner no longer existed.” Tayag would have exclusive rights to purchase the property if and when the Lacsons agreed to sell the property. 
  • Tayag gave varied sums of money to the farmers as partial payments, and the farmers issued receipts. 
  • Sometime later Tayag discovered that the farmers changed their minds and would be selling their rights to the Lacsons instead, prompting Tayag to pray for Injunction against the farmers and Lacson.
  • In their defense, the Lacsons claimed that they did not induce the farmers to violate their contracts with Tayag, and that since the farmers were merely tenants, they had no right to enter into any transactions involving Lacson properties without the owners’ consent. 

Issue: WON there was a valid option contract between Tayag and the farmers by virtue of the deeds of assignment. NO

Held:

Option contract defined 
An option is a contract by which the owner of the property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time or under, or in compliance with certain terms and conditions, or which gives to the owner of the property the right to sell or demand a sale. It imposes no binding obligation on the person holding the option, aside from the consideration for the offer. Until accepted, it is not, properly speaking, treated as a contract.

The second party gets in praesenti, not lands, not an agreement that he shall have the lands, but the right to call for and receive lands if he elects.

Until accepted, it is not, properly speaking, treated as a contract. An option contract is a separate and distinct contract from which the parties may enter into upon the conjunction of the option.

Farmers had no right to grant Tayag the option/right to buy the property as they were merely tenants
In this case, the defendants-tenants-subtenants, under the deeds of assignment, granted to the petitioner not only an option but the exclusive right to buy the landholding. But the grantors were merely the defendants-tenants, and not the respondents, the registered owners of the property. Not being the registered owners of the property, the defendants-tenants could not legally grant to the petitioner the option, much less the "exclusive right" to buy the property. Nemo dat quod non habet, literally meaning "no one gives what he doesn't have" applies in this case.

Deeds of Assignment not valid; conditions stipulated did not arise
The full payment of 50/sqm under Tayag and the farmers’ ‘’option contracts’ were on the following conditions:
- that the Lacsons would agree to sell their property
- that the deeds of assignment were subject to the approval of DAR
- that there was a prohibitive period within which the farmers were able to sell their interest in the land

There is no showing in Tayag’s complaint that the farmers had agreed to sell their property, and that the legal impediments to the agreement no longer existed. They had yet to submit the Deeds of Assignment to the Department of Agrarian Reform which, in turn, had to act on and approve or disapprove the same. Unless the DAR approves the deeds, Tayag has no right to enforce the same by asking the trial court to fix a period within which to pay.

Citation:
  • G.R. No. 134971 
  • March 25, 2004
  • HERMINIO TAYAG, petitioner,
vs.
AMANCIA LACSON, ROSENDO LACSON, ANTONIO LACSON, JUAN LACSON, TEODISIA LACSON- ESPINOSA and THE COURT OF APPEALS, respondents.

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