Acceptance Option Contract

Atkins, Kroll and Co. v. Cua Hian Tek G.R. No. L-9871 January 31, 1958 Facts: Petitioner sent a letter to respondent dated September 13, 1951 offering the latter certain goods with their respective prices until September 23. Respondent accepted the offer unconditionally and delivered the letter of acceptance on September 21, 1951. However, petitioner failed to deliver the commodities it had offered due to shortage of catch of sardines. Due to this failure, respondent sued petitioner. Petitioner was ordered by the CFI of Manila to pay damages. On appeal, the Court of Appeals upheld the ruling of the trial court with some modifications. Petitioner however argued that upon the acceptance of the offer, it became an accepted unilateral promise to sell a determinate thing for price certain. Hence, for petitioner, there was no contract of sale but merely an option to buy which, though timely accepted, was not enforceable for lack of a separate consideration. Issue: Whether there is a perfected contract of sale in the case at bar? Held: Yes, a contract of sale was perfected in this case. The assumption that only a unilateral promise was created upon the acceptance of the offer is 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, in this case September 23, 1951. Moreover, while it is true that an option not supported by a separate consideration can be withdrawn by the offeror, this can be done only before acceptance and such withdrawal should be communicated with the offeree as provided for by Art. 1324. The Supreme Court affirmed the decision of the Court of Appeals.