Atkins, Kroll Co. vs. Cua Hian Tek January 31, 1958
FACTS: Petitioner Atkins Kroll & Co. sent a letter to respondent Cu HianTek on September 13, 1951, offering cartons of Luneta brand Sardines subject to reply by September 23, 1951. Hian Tek later unconditionally accepted the said offer through a letter delivered on September 21, 1951, but Atkins failed to deliver the commodities due to the shortage of catch of sardines by the packers in California. HianTek, therefore, filed an action for damages in the CFI of Manila which granted the same in his favor. Atkins contends that there was no such contract of sale but only an option to buy, which was not enforceable for lack of consideration as provided Article 1479 of the Civil Code. Atkins also insisted that the offer was a mere offer of option, because the "firm offer" was a continuing offer to sell until September 23.
ISSUE:Whether a contract of sale was constituted between the parties or only a unilateral promise to buy.
RULING: Yes, there was a contract of sale between the parties. ATKIN’s argument assumed that only a unilateral promise arose when the respondent accepted the offer is incorrect because a bilateral contract to sell and to buy was created upon HIAN TEK’s acceptance. B. CuaHianTek’s letter-reply to Atkins indicated that he accepted "the firm offer for the sale. After accepting the promise and before he exercises his option, the holder of the option is not bound to buy. In this case at bar, however, upon TEK’s acceptance of herein ATKIN's offer, a bilateral promise to sell and to buy ensued, and the respondent had immediately assumed the obligations of a purchaser.