In Oesmer, Jr., et al. v. Paraiso Dev. Corp., G.R. No. 157493, February 5, 2007, a contract to sell was entered into by the owners of a real property. They affixed their signatures but contested its validity later contending that their co-owner had no written authority to sell the property, hence, they contended that the contract to sell was not valid. Is the contention correct? Why?

Held: No. it is true that the co-owners did not authorize the other co-owner to sell.

The law itself explicitly requires a written authority before an agent can sell an immovable. The conferment of such an authority should be in writing, in as clear and precise terms as possible. It is worth noting that petitioners’ signatures are found in the Contract to Sell. The Contract is absolutely silent on the establishment of any principal-agent relationship as the sale of the subject parcels of land. Thus, the Contract to Sell, although signed on the margin by the other co-owners is not sufficient to confer authority on the other to act as their agent in selling their shares in the properties in question.

Despite the co-owner’s lack of written authority from the five petitioners to sell their shares in the subject parcels of land, the supposed Contract to Sell remains valid and binding upon the latter. All the co-owners signed the document.

Therefore, a written authority is no longer necessary in order to sell their shares in the subject parcels of land because, by affixing their signatures on the Contract to Sell, they were not selling their shares through an agent but, rather, they were selling the same directly and in their own right.

It is well-settled that contracts are perfected by mere consent, upon the acceptance by the offeree of the offer made by the offeror. From that moment, the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage and law. To produce a contract, the acceptance must not qualify the terms of the offer. However, the acceptance may be express or implied. For a contract to arise, the acceptance must be made known to the offeror. Accordingly, the acceptance can be withdrawn or revoked before it is made known to the offeror. (Jardine Davies, Inc. v. CA, 389 Phil. 204).

In the case at bar, the Contract to Sell was perfected when the co-owners consented to the sale to the buyer of their shares in the subject parcels of land by affixing their signatures on the said contract. Such signatures show their acceptance of what has been stipulated in the Contract to Sell and such acceptance was made known to buyer when the duplicate copy of the Contract to Sell was returned to the latter bearing petitioner’s signatures.

Perfection Of A Contract To Sell