Carceller Vs CA

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Carceller vs CA

Facts:

 State Investment Houses inc (SIHI) leased 2 parcels of land to Ramon Carceller for a
period of 18 months with an option to buy the property for 1,800,000php
 The option can be exercised anytime within the option period in which the document of
sale over the properties has to be consummated within one month immediately
following the month after the option has been exercised.
 Petitioner requested for a 6 month extension of the lease contract in order to give the
petitioner ample time to raise the funds to purchase the properties, SIHI denied the
request, but allowed the petitioner to lease the property for one more year at 30,000 per
month.
 Petitioner notified SIHI of his decision to exercise his right to purchase, SIHI reiterated
that the option period has lapsed and he must vacate the property within 10 days.
 Complaint was filed by petitioner for specific performance to compel SIHI to honor its
commitment.
 RTC ruled in favor of the petitioner.
 CA affirmed the decision of the lower court but modified the judgement (changing the
purchase price to the current market value of the property)
 Both parties filed for a motion for reconsideration. No agreement was reached.

Issue: should the petitioner be allowed to exercise his option to purchase?

Ruling:

“It is well-settled in both law and jurisprudence, that contracts are the law between the contracting
parties and should be fulfilled, if their terms are clear and leave no room for doubt as to the intention of
the contracting parties. Further, it is well-settled that in construing a written agreement, the reason
behind and the circumstances surrounding its execution are of paramount importance. Sound
construction requires one to be placed mentally in the situation occupied by the parties concerned at the
time the writing was executed. Thereby, the intention of the contracting parties could be made to prevail,
because their agreement has the force of law between them.

Moreover, to ascertain the intent of the parties in a contractual relationship, it is imperative that the
various stipulations provided for in the contract be construed together, consistent with the parties’
contemporaneous and subsequent acts as regards the execution of the contract. And once the intention of
the parties has been ascertained, that element is deemed as an integral part of the contract as though it has
been originally expressed in unequivocal terms”

Petitioner should be granted the right to purchase.

As per arguments presented, petitioner acted with honesty and good faith. In declining the
petitioner’s request, SIHI will not be prejudiced; in fact, it will benefit from the purchase as the
company is in deep financial trouble and was in dire need of funds. There was also no
justifiable reason as to why the request was declined as evidenced by SIHI’s declaration to sell
the property to the general public.

Moreover, the declination of the request would lead to prejudice on the part of the petitioner as
he proved his intent to actually purchase the property; as evidenced by the loan he has secured
in other to deliver the purchase price. Petitioner also invested heavily by installing immovable
property to the leased land, an indication for permanent dominion over the leased land.

Judgement of the CA is affirmed, including the adjustment of the purchase price to the fair
market value of the property as to not prejudice SIHI.

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