f also resolutory — valid [Example: I’ll employ you now as my superintendent in the factory, but it is

understood that if for any reason (including my own cancellation of the order) the machinery which I
ordered from the United States will not arrive, the employment will end. (Taylor v. Yu Tieng, 43 Phil.
873, held that “a condition both potestative and resolutory may be valid even if the condition is made to
depend upon the will of the obligor.”)] [NOTE: It is submitted that although this is indeed a resolutory
condition (because the order would be either cancelled or not), still it has the effect of a resolutory term
(because the employee here would not be obliged to return wages for work already done).] (b)
Potestative on the part of the CREDITOR — VALID Example: “I’ll give you my fountain pen if you desire
to have it.” (See 8 Manresa 134-135).

(3) Query “I’ll give you P1,000,000 if I can sell my land.” Suppose I am able to sell my land, am I bound
to give you P1,000,000? ANS.: It is submitted that the answer is YES. While apparently, this is a
potestative condition (because I may or I may not sell) (See Osmena v. Rama, 14 Phil. 99 — which, in a
similar case, held that such a stipulation is VOID), still it is not purely potestative (as distinguished from
the simply potestative) but really a mixed one, because the selling would depend not only on my desire
to sell but also on the availability and willingness of the buyer and other circumstances such as price,
friendship, or the necessity of transferring to a different environment. (See Hermoso v. Longara, 49 O.G.
4287, Oct. 1953).

(4) Cases

Smith, Bell and Co. v. Sotelo Matti 44 Phil. 874 FACTS: A sold merchandise to B, said merchandise to be
delivered in 3 months, but the period of delivery was not guar

Art. 1182

CIVIL CODE OF THE PHILIPPINES

198

anteed. Although A tried his best to fulfi ll his commitments on time, still transportation and
government red tape made delivery possible only after three months. Whereupon B refused to accept
the goods and to pay for them on the ground that the term had not been complied with. HELD: B should
accept and pay, for there was really no term but a mixed condition. Considering that A had already tried
his best, it is as if all the terms of the contract had been faithfully complied with, for here the fulfi llment
of the condition did not depend purely on his will but on others, like the shipping company and the
government. B should now comply.

Jacinto v. Chua Leng (C.A.) 45 O.G. 2919

FACTS: A owned a house rented by B. A sold the house to C, and C agreed to pay the balance of the
price as soon as B leaves the premises. C was to take care of seeing to it that B vacated the house. A now
says the contract is void because it is potestative on C’s part. HELD: The contract is valid. It was not
purely potestative on C’s part. (a) Firstly — B might vacate of his own accord, and C would now have to
pay (so the fulfi llment really in part depended on the will of a third party). (b) Secondly — If C did not
ask B to leave, A could very well do so by an action of unlawful detainer against B. And when B is ousted,
C would have to pay. The condition being mixed, the contract is valid.

Trillana v. Quezon Colleges, Inc. 93 Phil. 383

 FACTS: D purchased 200 shares of stock of the Quezon Colleges, subject to the condition that she
would pay for the same as soon as she would be able to harvest fi sh from her fi shpond. Issue: Is this
condition valid?