Académique Documents
Professionnel Documents
Culture Documents
_______________
* THIRD DIVISION.
718
ROMERO, J.:
719
720
_______________
4 Regional Trial Court of Makati, Metro Manila, Branch 146, (Penned by Judge
Jose L. Coscolluela, Jr.)
5 Civil Code, Article 1475, C & C Commercial Corp. v. PNB G.R. No. 92499, July
5, 1989, 175 SCRA 1; NGA v. Intermediate Appellate Court, G.R. No. 79970, March
8, 1989, 171 SCRA 131.
721
place, not on December 29, 1981, but rather on December 24, 1981.
Although the quantity to be ordered was made determinate only on
December 29, 1981, quantity is immaterial in the perfection of a
sales contract. What is of importance is the meeting of the minds as
to the object and cause, which from the facts disclosed, show that as
of December 24, 1981, these essential elements had already
concurred.
On the part of the buyer, the situation reveals that private
respondent failed to open an irrevocable letter of credit without
recourse in favor of Johannes Schuback of Hamburg, Germany. This
omission, however, does not prevent the perfection of the contract
between the parties, for the opening of a letter of credit is not to be
deemed a suspensive condition. The facts herein do not show that
petitioner reserved title to the goods until private respondent had
opened a letter of credit. Petitioner, in the course of its dealings with
private respondent, did not incorporate any provision declaring their
contract of sale without effect until after the fulfillment of the act of
opening a letter of credit.
The opening of a letter of credit in favor of a vendor is only a
mode of payment. It is not among the essential requirements of a
contract of sale enumerated in Article 1305 and 1474 of the Civil
Code, the absence of any of which will prevent the perfection of the
contract from taking place.
To adopt the Court of Appeals ruling that the contract of sale
was dependent on the opening of a letter of credit would be
untenable from a pragmatic point of view because private
respondent would not be able to avail of the old prices which were
open to him only for a limited period of time. This explains why
private respondent immediately placed the order with petitioner
which, in turn promptly contacted its trading partner in Germany. As
succinctly stated by petitioner, it would have been impossible for
respondent to avail of the said old prices since the perfection of the
contract would arise much later, or after the 6
end of the year 1981, or
when he finally opens the letter of credit.
WHEREFORE, the petition is GRANTED and the decision of
the trial court dated June 13, 1988 is REINSTATED with modifi-
_______________
6 Rollo, p. 46.
723
VOL. 227, NOVEMBER 11, 1993 723
Lazaro vs. Court of Appeals
cation.
SO ORDERED.
o0o