CASE TITLE: NATIONAL GRAINS AUTHORITY AND WILLIAM CABAL VS.

THE
INTERMEDIATE APPELLATE COURT AND LEON SORIANO
GR No. 74470
DATE: MARCH 8, 1989

DOCTRINE: Different from Codal Provision. Input summary of Rule.

CODAL PROVISION: Article 1349 of the New Civil Code provides: ". . . The fact that
the quantity is not determinate shall not be an obstacle to the existence of the contract,
provided it is possible to determine the same, without the need of a new contract
between the parties."

FACTS:
 Soriano offered to sell palay grains to the NFA (Now National Food authority,
formerly NGA) through William Cabal, the provincial manager of NFA stationed at
Tuguegarao, Cagayan.

 He submitted the documents required by the NFA for pre-qualifying as a seller,

namely: (1) Farmer's Information Sheet accomplished by Soriano and certified by
a Bureau of Agricultural Extension (BAEX) technician, Napoleon Callangan, (2)
Xerox copies of four (4) tax declarations of the riceland leased to him and copies
of the lease contract between him and Judge Concepcion Salud, and (3) his
Residence Tax Certificate.
 Soriano was given a quota of 2,640 cavans of palay
 Soriano delivered 630 cavans of palay on August 23 and August 24, 1979. The
palay delivered during these two days were not rebagged, classified and
weighed. However, NFA did not pay Soriano for the delivery since Cabal was still
investigating an information alleging that Soriano was not a bona fide farmer and
that the palay delivered was not from his farmland but from a warehouse of
another rice trader.
 On August 28, 1979, Cabal wrote Soriano advising him to withdraw from the NFA
warehouse the 630 cavans of palay stating NFA cannot legally accept the said
delivery because according to their BAEX technician, Soriano is not a bona fide
farmer.
 As a result, Soriano filed a complaint for specific performance and/or collection of
money with damages
 Meanwhile, by agreement of the parties and upon order of the trial court, the 630
cavans of palay were withdrawn from the NFA warehouse and an inventory was
made by the sheriff, as representative of the court, a representative of Soriano
and a representative of NFA.
 The trial court rendered judgment ordering NFA, its officers and agents to pay
Soriano the amount of P47, 250 for the unpaid 630 cavans of palay and legal
interest.
 The IAC upheld the findings of the Trial Court
  NFA’s argument: the 630 cavans of palay delivered by Soriano on August 23,
1979 was made only for purposes of having it offered for sale. NFA also argued
that the procedure in palay procurement from qualified farmers is that rebagging
is the initial operative act signifying acceptance, and acceptance will be
considered complete only after the preparation of the Warehouse Stock Receipt
so when the 630 cavans of palay were brought by Soriano to the Carig
warehouse of NFA they were only offered for sale. Since the same were not
rebagged, classified and weighed in accordance with the palay procurement
program of NFA, there was no acceptance of the offer which, to petitioners' mind
is a clear case of policitation or an unaccepted offer to sell. Also, that there was
no consent because there was no acceptance of the 630 cavans of palay

ISSUE: WON there was a contract of sale?

HELD: YES

RULE:
 Art. 1305 three essential requisites of contracts are: consent, object certain and
cause of the obligation
 Soriano initially offered to sell palay grains produced in his farmland to NFA.
When the latter accepted the offer by noting in Soriano's Farmer's Information
Sheet a quota of 2,640 cavans, there was already a meeting of the minds
between the parties. The object of the contract, being the palay grains produced
in Soriano's farmland and the NFA was to pay the same depending upon its
quality. The fact that the exact number of cavans of palay to be delivered has not
been determined does not affect the perfection of the contract because according
to Article 1349 of the New Civil Code provides: ". . . The fact that the quantity is
not determinate shall not be an obstacle to the existence of the contract,
provided it is possible to determine the same, without the need of a new contract
between the parties."
 There was no need for NFA and Soriano to enter into a new contract to
determine the exact number of cavans of palay to be sold. Soriano can deliver so
much of his produce as long as it does not exceed 2,640 cavans.
 The contention of petitioner that there was no consent because there was no
acceptance is not correct because Sale is a consensual contract there is
perfection when there is consent upon the subject matter and price, even if
neither is delivered as provided in Art. 1475. The acceptance referred to which
determines consent is the acceptance of the offer of one party by the other and
not of the goods delivered as contended by petitioners.
 NFA’s contention that they cannot accept the said delivery because Soriano is
not a bona fide farmer cannot be accepted by the Court because the both the
trial court and appellate court found that Soriano was a bona fide farmer and
 therefore, he was qualified to sell palay grains to NFA.

DISPOSITIVE PORTION: ACCORDINGLY, the instant petition for review is

DISMISSED. The assailed decision of the then Intermediate Appellate Court (now Court
of Appeals) is affirmed. No costs.