Joe Pallugna ANTONIO sent a letter to Carolina, the executive vice president of First Optima Realty Corp., owner of a land adjacent to Antonio’s land in Pasay City, offering to buy Optima’s land for P6,000 per square meter. Several telephone calls occurred between Antonio and Carolina’s secretary about the intended sale. Subsequently, Antonio went to Optima’s office and offered Carolina cash for the purchase of the land but Carolina refused the offer saying that she has to get first the approval of Optima’s board of directors. Antonio then told her that he would await the approval. Later on, Antonio sent a letter to Optima stating that “As agreed, we are making a deposit of P100,000.00 as earnest money for your property covered by TCT No. 125318 with an area of 256 square meters at a price of P6,000.00 per square meter for the total price of P1,536,000.00. Full payment upon clearing of the tenants and signing of the Deed of Sale”. Antonio enclosed a check for P100,000.00. The letter was received by the receiving clerk of Optima who issued a Provisional Receipt for the check. The check was eventually deposited to the account of Optima. Antonio then demanded that Optima proceed with the sale but Optima replied that the money was not earnest money and that it is rejecting the offer of Antonio. Antonio sued Optima for specific performance to compel Optima to execute the deed of sale. The issue is whether or not there was a perfected contract of sale between Optima and Antonio? In a similar case, the Supreme Court ruled that although it cannot be denied that there were negotiations between Antonio and Optima, it should be noted that Carolina rejected the offer of Antonio saying that she still needed to get the approval of Optima’s board of directors, to which Antonio replied that he will await the approval. The offer of Antonio to purchase the land was never accepted by Optima. Thus, between them there is no sale to speak of. Since there is no perfected sale between the parties, Antonio had no obligation to make payment through the check, not did it possess the right to deliver earnest money to Optima in order to bind it to the sale. As contemplated under Art. 1482 of the Civil Code, “there must first be a perfected contract of sale before we can speak of earnest money”. In a potential sale transaction, the prior payment of earnest money even before the property owner can agree to sell his property is irregular, and cannot be used to bind the owner to the obligations of a seller. Thus, though Optima is obliged to return the amount of the earnest money, it cannot be obliged to execute a deed of sale to Antonio. This is the ruling in First Optima Realty Corporation versus Securitron Security Services, G.R. No. 199648, January 28, 2015. E-mail: joepallugna@yahoo.com