1 Spouses Gironella v. PNB, G.R. No. 194515; Sept.

16, 2015

Doctrine: A loan contract like any other contract is perfected by mere

consent. Consent is manifested by the meeting of the offer and the
acceptance upon the thing and the cause which are to constitute the
contract. The offer must be certain and the acceptance seasonable and
absolute. If qualified, the acceptance would merely constitute a counter-
offer as what occurred in this case.

FACTS:
On November 11, 1991 and January 16, 1992, the Spouses Oscar and Gina
Gironella obtained two co-terminus loans amounting to P7,500,000 and
P2,000,000 from Philippine National Bank (PNB) for the construction of the
Dagupan Village Hotel and Sports Complex. Both loans were payable on
installment and secured by the same real estate mortgage over a parcel of
land.

In May 1992, the Spouses Gironella applied for another loan amounting to
P5,800,000 for the construction of a disco-restaurant and bar and the
purchase of a generator set.
From the period of February 1993 to October 2, 1995, the Spouses Gironella
paid P4,219,000 in total for their first two loans.

The Spouses Gironella defaulted in paying the prior two loans. The Spouses
alleged that: (1) they were made to believe by PNB that their third loan
would be approved, (2) they were directed to proceed with their expansion
plans and (3) there would be a loan restructuring. Thus, they used the
income generated by the hotel while the third loan was pending.

In January and April 1998, the Spouses Gironella paid a total of P2,650,000
allegedly to effect the restructuring of their loans. Despite restructuring
negotiations, PNB filed a petition to foreclose the mortgaged property and a
Notice of Extra-judicial Foreclosure Sale. The final foreclosure was
subsequently stalled but was refiled after failure to agree on the
restructuring.

Spouses Gironella filed a complaint before the RTC with prayer for issuance
of a Temporary Restraining Order (TRO) and preliminary injunction to enjoin
the enforcement of the original credit agreements and the foreclosure of the
mortgaged property. The RTC ruled in the spouses favor. PNB appealed to
the CA arguing that the letters sent on January 2000 and February 7, 2000
were not perfected since there was only a qualified acceptance equivalent to
a counter-offer. CA favored PNB. The bare allegations of abuse of right by
PNB on giving the Spouses Gironella false hope was insufficient to grant
them damages.
Spouses Gironella filed a petition for review under Rule 45 of the Rules of
Court.

ISSUE: W/N CA is correct that there is no acceptance to perfect the loan

restructuring agreement.

HELD: YES. No restructured loan agreement at all was perfected. Petition is

Denied.
There are 3 distinct stages of a contract: (1) preparation or negotiation (2)
perfection and (3) consummation. The credit restructuring loan was in the
negotiation stage. The application for additional loan separate from the first
two credit loans was also in the negotiation stage.

The approval of the additional loan is not contingent on the representation of

the PNB officers as PNB must comply with the General Banking Law to assess
based on specific legal banking requirements. Thus, it cannot be approved
without qualification.

A contract is perfected by mere consent. In turn, consent is manifested by

the meeting of the offer and the acceptance upon the thing and the cause
which are to constitute the contract. The offer must be certain and the
acceptance seasonable and absolute. If qualified, the acceptance would
merely constitute a counter-offer as what occurred in this case.

To reach that moment of perfection, the parties must agree on the same
thing in the same sense, so that their minds meet as to all the terms. They
must have a distinct intention common to both and without doubt or
difference; until all understand alike, there can be no assent, and therefore
no contract. The minds of parties must meet at every point; nothing can be
left open for further arrangement. So long as there is any uncertainty or
indefiniteness, or future negotiations or considerations to be had between
the parties, there is not a completed contract, and in fact, there is no
contract at all.

The Spouses Gironella's payments under its original loan account cannot be
considered as partial execution of the proposed restructuring loan
agreement. Negotiation begins from the time the prospective contracting
parties manifest their interest in the contract and ends at the moment of
agreement of the parties.

Once there is concurrence of the offer and acceptance of the object and
cause, the stage of negotiation is finished. Since there was a counter-offer,
the parties were not past the stage of negotiation.