Atkins Kroll and Co vs Cua Hian Tek

Doctrine: If the option is given without consideration, it is a mere offer of a contract of sale,
which is not binging until accepted. If, however, acceptance is made before withdrawal, it
constitutes a binding contract of sale, even though the option was not supported by a sufficient
consideration.
Facts: Atkins, through a letter, offered Cua Hia Tek tek the sale of certain commodities at a
certain price. Cua Hian Tek accepted the offer unconditionally and delivered his acceptance to
Atkins. However due to shortage of catch of sardines, Atkins failed to deliver the commodities it
offered for sale. Atkins argues that the offer was a promise to sell a determinate thing for a price
certain. Upon its acceptance by respondent, the offer became an accepted unilateral promise to
sell a determinate thing for price certain. Inasmuch as there was no consideration to support the
promise to sell distinct from the price, it follows that under Art. 1479 aforequoted, the promise is
not binding on the petitioner even if it was accepted by respondent.
Isue: Whether or not there is a perfected contract of sale between the parites.
Ruling: Yes. The assumption that only a unilateral promise was created upon the acceptance of
the offer was incorrect. A bilateral contract to sell and to buy was created upon acceptance. In
addition, the option, though not supported by an independent consideration, obligates the offeror
to keep the offer open up to specified time. If the option is given without consideration, it is a
mere offer of a contract of sale, which is not binging until accepted. If, however, acceptance is
made before withdrawal, it constitutes a binding contract of sale, even though the option was not
supported by a sufficient consideration.