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4. In a Jan. 1964 public bidding, the Sta. Ana property was awarded ISSUE/S:
to BI as the highest bidder. 1. WON there had been a perfected contract of sale. (YES)
2. WON C’s qualified acceptance constituted a counter-offer, and
when VRC did not accept it, it could be withdrawn by C. (NO)
3. WON the contract was not perfected because the condition that o "Contracts are perfected by mere consent, and from that moment
BI acquire the Nassco land within 45 days from Feb 12 was not the parties are bound not only to the fulfillment of what has been
fulfilled. (NO) expressly stipulated but also to all the consequences which,
4. WON BI cannot be required to sell the lots because they are according to their nature, may be in keeping with good faith, usage
conjugal properties of the Sps. C. (NO) andlaw" (Art. 1315, Civil Code
- The non-consummation of the Punta property was a negative o "An acceptance may be express or implied" (Art. 1320, Civil Code).
resolutory condition; upon BI’s acceptance of the P100k earnest
money, the sale was conditionally consummated or partly executed, 2. No. There is no evidence that C’s changes were a revised offer.
subject to the extinguishment of the obligation should the Punta There is likewise no evidence that VRC did not assent to the
land not be acquired. supposed changes. The controlling fact is that there was agreement
between the parties on the subject matter, the price and mode of
- Feb. 1964 – Naasco had already authrozied its manager to sign the payment, and that part of the price was paid. The vendor’s change
deed of sale. All that was left was the Economic Coordinator’s in a phrase of the offer to purchase, which change does not
approval. essentially change the terms of the offer, does not amount to a
rejection of the offer and the tender of a counter-offer.
- Relevant laws:
o "By the contract of sale one of the contracting parties obligates - According to the records, Tagle, the real estate broker, had acted as
himself to transfer the ownership of and to deliver a determining intermediary between BI and VRC, and all changes were
thing, and the other to pay therefor a price certain in money or its communicated and accepted, as seen from the P100k deposit of
equivalent. A contract of sale may be absolute or conditional" (Art. earnest money.
1458, Civil Code).
- Had VRC not accepted C’s changes, it would have ordered stop
o "The contract of sale is perfected at the moment there is a payment on its P100k check.
meeting of minds upon the thing which is the object of the contract
and upon the price. From that moment, the parties may reciprocally
demand performance, subject to the provisions of the law governing
the form of contracts" (Art. 1475, Ibid.).
- The changes made by C were not significant:
o Substituting “Naasco” for “another” in the phrase “property 4. No. BI cannot be required to sell the lots.
located in Sta. Ana” was simply meant to not-publicize which - Cervantes did raise the issue of conjugal property to oppose the
property they were after to prevent possible jeopardizing of the sale of the lots. In fact, he concealed the fact that the lots were
sale. registered under their names instead of BI’s. He led the Villoncos to
o Insertion of “per annum” after the word “interest” Is not a counter believe that as president of BI, he could dispose of the said lots.
offer; the parties had always intended it to be per annum anyway,
since a 10% monthly rate would be usurious. - Furthermore, when VRC alleged in its complaint that BI had made
a former offer to sell the property, BI did not deny it; thus BI’s
o There is no incompatibility between BI’s first offer letter and VRC’s “ownership” of the property is deemed admitted.
counter-offer; the latter simply emphasized the condition stated in
the former. - BI’s basis in its affirmative defense was the 45-day condition. Such
a condition meant that Cervantes, as president of BI, needed 45
3. No. The contract was not perfected. days to “negotiate” with himself, which is absurd.
- In C’s Feb 1964 letter, it stated that the sale of the subject lots
would be consummated after he had consummated the purchase of - BI also never pleaded as an affirmative defense that Mrs. C had
the Nassco property. He later added that “final negotiations on both opposed the sale of the three lots, nor did she authorize her
properties can be definitely known after forty-five days.” The husband to sell these. The defense was an afterthought, brought to
condition thus rested on BI’s acquisition of the Nassco land, but light only during the May1965 trial.
nothing stated that such acquisition had to be effected within 45
days from Feb 12. - Because obligations arising from contracts have the force of law
between the parties, inasmuch as the sale was perfected and even
The condition to acquire the Nassco property was fulfilled partly executed, the Sps. C are bound to comply with their
- The term of 45 days was not a part of the condition for acquiring commitments.
the Nassco property. It simply surmised that such a period is how
long it would take for BI to know whether it could acquire the
Nassco property.