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3(6 ;hether or not there was a perfected contract to sell &etween petitioner and respondent spouses. 3-6 ;hether or not the P-.,... paid &y Li!son represented /earnest !oney/. R+L*NG! 3(6 5o, there was no perfected contract to sell. A scrutiny of the facts as well as the evidence of the parties overwhel!ingly leads to the conclusion that the agree!ent &etween the parties was a contract of option and not a contract to sell. An option, as used in the law of sales, is a continuing offer or contract &y which the owner sitpulates with another that the latter shall have the right to &uy the property at a fi8ed price within a ti!e certain, or under, or in co!pliance with, certain ter!s and conditions, or which gives to the owner of the property the right to sell or de!and a sale. <t is also so!eti!es called an /unaccepted offer./ An option is not itself a purchase, &ut !erely secures the privilege to &uy. , <t is not a sale of property &ut a sale of right to purchase. * <t is si!ply a contract &y which the owner of property agrees with another person that he shall have the right to &uy his property at a fi8ed price within a certain ti!e. :e does not sell his land0 he does not then agree to sell it0 &ut he does not sell so!ething, i.e., the right or privilege to &uy at the election or option of the other party. (. <ts distinguishing characteristic is that it i!poses no &inding o&ligation on the person holding the option, aside fro! the consideration for the offer. 4ntil acceptance, it is not, properly speaking, a
contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right in the su&2ect !atter, &ut is !erely a contract &y which the owner of the property gives the optionee the right or privilege of accepting the offer and &uying the property on certain ter!s. (( n the other hand, a contract, like a contract to sell, involves the !eeting of !inds &etween two persons where&y one &inds hi!self, with respect to the other, to give so!ething or to render so!e service.(- Contracts, in general, are perfected &y !ere consent, (' which is !anifested &y the !eeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer !ust &e certain and the acceptance a&solute.( 3-6 5o, the !oney paid &y petitioner was not earnest !oney &ut option !oney. /=arnest !oney/ and /option !oney/ are not the sa!e &ut distinguished thus0 3a6 earnest !oney is part of the purchase price, while option !oney is the !oney given as a distinct consideration for an option contract0 3&6 earnest !oney given only where there is already a sale, while option !oney applies to a sale not yet perfected0 and, 3c6 when earnest !oney is given, the &uyer is &ound to pay the &alance, while when the would%&e &uyer gives option !oney, he is not re>uired to &uy, (, &ut !ay even forfeit it depending on the ter!s of the option. There is nothing in the Receipt which indicates that the P-.,...... was part of the purchase price. 9oreover, it was not shown that there was a perfected sale &etween the parties where earnest !oney was given. ?inally, when petitioner gave the /earnest !oney/ the Receipt did not reveal that she was &ound to pay the &alance of the purchase price. <n fact, she could even forfeit the !oney given if the ter!s of the option were not !et. Thus, the P-.,...... could only &e !oney given as consideration for the option contract. ?inally, the Receipt provided for a period within which the option to &uy was to &e e8ercised, i.e., /within ten 3(.6 days/ fro! '( )uly (*+,. n or &efore (. August (*+,, the last day of the option period, no affir!ative or clear !anifestation was !ade &y petitioner to accept the offer. Certainly, there was no concurrence of private respondent spouses@ offer and petitioner@s acceptance thereof within the option period. Conse>uently, there was no perfected contract to sell &etween the parties. n (( August (*+, the option period e8pired and the e8clusive right of petitioner to &uy the property of respondent spouses ceased. ,-"R")%R", the petition is ."N*".. The decision of the Court of Appeals ordering the Register of Deeds of 9akati City to lift the adverse clai! and such other encu!&rances petitioners Lourdes ng Li!son !ay have filed or caused to &e annotated on TCT 5o. $%+1'++ is A))*R#"., with the #%.*)*CAT*%N that the award of no!inal and e8e!plary da!ages as well as attorney@s fees is ."L"T"..