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166862 December 20, 2006
MANILA METAL CONTAINER CORPORATION, petitioner, REYNALDO C. TOLENTINO, intervenor, vs. PHILIPPINE NATIONAL AN!, respondent, DMCI"PRO#ECT DE$ELOPERS, INC., intervenor.
CALLE#O, SR., J.% "efore us is a petition for revie# on certiorari of the Decision$ of the !ourt of %ppeals &!%' in !%( ).R. No. *+$,- #hich affir.ed the decision/ of the Re0ional Trial !ourt &RT!', "ranch 1$, Pasi0 !it2, in !ivil !ase No. ,3,,$, and its Resolution- den2in0 the .otion for reconsideration filed b2 petitioner Manila Metal !ontainer !orporation &MM!!'. T&e A'(ece)e'(* Petitioner #as the o#ner of a 3,4$, s5uare .eter parcel of land located in Mandalu2on0 &no# a !it2', Metro Manila. The propert2 #as covered b2 Transfer !ertificate of Title &T!T' No. --/463 of the Re0istr2 of Deeds of Ri7al. To secure a P644,444.44 loan it had obtained fro. respondent Philippine National "an8 &PN"', petitioner e9ecuted a real estate .ort0a0e over the lot. Respondent PN" later 0ranted petitioner a ne# credit acco..odation of P$,444,444.44: and, on Nove.ber $+, $61-, petitioner e9ecuted an %.end.ent* of Real state Mort0a0e over its propert2. On March -$, $63$, petitioner secured another loan of P+,-,444.44 fro. respondent PN", pa2able in 5uarterl2 install.ents of P-/,+,4.44, plus interests and other char0es., On %u0ust ,, $63/, respondent PN" filed a petition for e9tra;udicial foreclosure of the real estate .ort0a0e and sou0ht to have the propert2 sold at public auction for P6$$,,-/./$, petitioner<s outstandin0 obli0ation to respondent PN" as of =une -4, $63/, + plus interests and attorne2<s fees. %fter due notice and publication, the propert2 #as sold at public auction on Septe.ber /3, $63/ #here respondent PN" #as declared the #innin0 bidder for P$,444,444.44. The !ertificate of Sale1 issued in its favor #as re0istered #ith the Office of the Re0ister of Deeds of Ri7al, and #as annotated at the dorsal portion of the title on Februar2 $1, $63-. Thus, the period to redee. the propert2 #as to e9pire on Februar2 $1, $63*.
6-$.endation.. $63. #herein it reiterated its proposal that petitioner purchase the propert2 for P/.. ho#ever.+.ed petitioner that the re5uest had been referred to its Pasa2 !it2 "ranch for appropriate action and reco.444.ar8et value.1*.$.444.ended to the .. and issued a ne# title in favor of respondent PN". it #rote another letter dated Dece.444.1*.. the ban8 does not accept ?partial rede... $63*. the PN" .+4..-36. 3 In its repl2 dated %u0ust -4. In the . Petitioner #arned respondent PN" that it #ould see8 . $1 On Februar2 /.1*. respondent PN" infor. Instead. 613$6$ #as issued to it.Petitioner sent a letter dated %u0ust /. its P1/.444.to respondent PN".it an a. $63* petitioner<s obli0ation a. Februar2 $1.6 In a letter$4 dated Februar2 $4.444. $63* re5uestin0 for a reconsideration.eanti. petitioner. interest.ini.+4..? and Official Receipt No. petitioner reiterated its re5uest for a one 2ear e9tension fro.$6 On pa0e t#o of the letter #as a space above the t2pe#ritten na.ed petitioner that it #ould return the deposit should petitioner desire to #ithdra# its offer to purchase the propert2. This included the bid price of P$.. #here he #as to affi9 his si0nature.. Respondent PN" replied in a letter dated Dece.iscellaneous e9penses and publication cost. the S%MD reco.44 deposit #ould be returned and the propert2 #ould be sold to other interested bu2ers. $63-. Pablo )abriel did not confor. re5uested that PN" reconsider its letter dated Dece. petitioner re.. so.ent of respondent PN" that petitioner be allo#ed to repurchase the propert2 for P$.?$/ Since petitioner failed to redee.++4. re0istration e9penses..atter of polic2.$+ Petitioner. Mean#hile..udicial recourse should PN" insist on the position. PN" a0ain infor.. to the letter but .$* @hen apprised of the state.e to redee. the propert2.>repurchase the propert2. re5uestin0 that it be 0ranted an e9tension of ti.Petitioner<s offers had not 2et been acted upon b2 respondent PN".ed petitioner that the PN" "oard of Directors had accepted petitioner<s offer to purchase the propert2.ent of account.ana0e.4.44. $63* #ithin #hich to redee.. advances of insurance pre.44.ent &S%MD' had prepared a state.ent of account.u. /4 Petitioner did not respond.in cash less the P1/.ent..e of petitioner<s President. $63*.6/*..ber /3.ended offer to repurchase.e PN" Pasa2 !it2 "ranch personnel infor.iu.44 alread2 deposited #ith it.+4.ber $*. . . $63*.>repurchase the propert2 on install.ber $.. the Special %ssets Mana0e.44.++4.s.$. -/463 on =une $. $3 On =une *. Petitioner declared that it had alread2 a0reed to the S%MD<s offer to purchase the propert2 forP$.ber $/.*1. $63*.. $63*. .444. In a letter dated Nove.itted P1/. did not a0ree to respondent PN"<s proposal. and that #as #h2 it had paid P1/.44 to respondent PN" as ?deposit to repurchase. Respondent PN" 0ave petitioner until Dece. $63. It #as su00ested that petitioner purchase the propert2 for P/..ed petitioner that as a . its .ption. $63.endation of the S%MD.ent Depart. advances on realt2 ta9es. $63* to act on the proposal: other#ise. Ao#ever.ent basis.*1. throu0h counsel. respondent PN" infor.4..44.ana0e..ectin0 the offer and the reco.ber /3. $$ Mean#hile. so PN" re5uested petitioner in a letter dated =une -4.ed petitioner that it #as re. $633 to sub.e. but for P$.ent infor. the Re0ister of Deeds cancelled T!T No. Pablo )abriel. It reiterated its re5uest to repurchase the propert2 on install.ounted to P$. and as of =une /.erel2 indicated therein that he had received it.
irched reputation for #hich defendant PN" is liable for . The "an8 cannot ta8e advanta0e of a condition #hich is entirel2 dependent upon its o#n #ill after acceptin0 and benefitin0 fro.*1.ort0a0e over plaintiff<s propert2 and settin0 it for auction sale null and void.44.a0es./Petitioner pra2ed that.444. That in order to protect itself a0ainst the #ron0ful and .*.444. -. .*1 for #hich it accepted P1/..plar2 da. PN" had accepted the do#n pa2.+4.a0es of at least P.1*. Deliver2 of Title.ended co.ent of the "an8 to confir.ade b2 Manila Metal and the lon0 ti.plaint and supported its clai.44.e that has elapsed. .putation of interest rate #ithout the consent of Manila Metal./.-*. -1.4.444.ected respondent<s proposal in a letter dated =ul2 $*.alicious act of defendant PN" #hich are hi0hl2 reprehensible. -3.. $63*..44 for the rede. respondent PN" #as proscribed fro. That for the #ron0ful and .udice Manila Metal #hich has acted and relied on the approval of SM%D.ance. $636.ption>repurchase price of P$.444. That b2 reason of the #ron0ful and .44 fro.-* in a letter dated %u0ust $.444.Petitioner re. plaintiff Manila Metal suffered bes. PN" approved the repurchase price of P$.444.44 and to incur liti0ation e9penses of at least P-4. Manila Metal in the substantial a.ent had been accepted.1*.alicious actuations of defendant PN".andin0 a hi0her a.+4.ana0e. $636. thusB a' Declarin0 the %. $633. increasin0 the purchase price of the propert2.aintained that respondent PN" had a0reed to sell the propert2 for P$. #hich the defendant PN" should be conde.ended Real state Mort0a0e &%nne9 ?%?' null and void and #ithout an2 le0al force and effect. it alle0ed the follo#in0B -*..44 do#npa2.ade b2 Manila Metal. re.// On %u0ust /3.ent be rendered in its favor.*.a0es #ith the follo#in0 ar0u. the substantial pa2. e9e.entsB -+.plaint a0ainst respondent PN" for ?%nnul..ount based on unilateral co. and that since its P1/. Manila Metal. PN" cannot ta8e advanta0e of its o#n dela2 and lon0 inaction in de.4.ud0.ent fro.a0es should be a#arded in favor of the plaintiff b2 #a2 of e9a.44. Respondent PN". after due proceedin0s. the a0ree...444.ent .ount of P+*-. b' Declarin0 defendant<s acts of e9tra(. ho#ever.ected petitioner<s offer to pa2 the balance of P+*-. %s earl2 as =une /.. Petitioner later filed an a.oral da.*1 as approved b2 its SM%D and considerin0 the reliance .udiciall2 foreclosin0 the . plaintiff is constrained to en0a0e the services of counsel at an a0reed fee of P.1*..+4. for da.. petitioner filed a co./$ Petitioner averred that it had a net balance pa2able in the a.ount of P1/.ned to pa2 the plaintiff Manila Metal.? To support its cause of action for specific perfor.alicious acts of the defendant "an8.ple or correction for the public 0ood of at least P-4./. or Specific Perfor.ance #ith Da. It ..ent of Mort0a0e and Mort0a0e Foreclosure. the approval of the hi0her .ent of its SM%D is clearl2 a potestative condition #hich cannot le0all2 pre.
-14/.plaint. /1 but petitioners refused to do so.ended co.ber $-. /+ @hile the case #as pendin0.444. $63. $66-.444.-$ On Ma2 -$.ected b2 respondent PN" on Septe. it could not sell the propert2 for less than its .ber /4.c' Orderin0 the defendant Re0ister of Deeds to cancel the ne# title issued in the na. It ordered respondent PN" to refund the P1/.444. letter of the defendant approvin0>acceptin0 plaintiff<s offer to purchase the propert2 is still valid and le0all2 enforceable. . On March $3./* In its %ns#er to the co.e of Manila Metal and to cancel the annotation of the .ed .ar8et value of the propert2 #as appro9i. Plaintiff li8e#ise pra2s for such further reliefs #hich .444. respondent PN" de. the propert2 had e9pired. The trial court declared that respondent had re.a2 be #arranted b2 the evidence and fi9ed b2 this Aonorable !ourt in the e9ercise of its sound discretion.e of PN" &T!T NO. e' Orderin0 the defendant PN" to pa2 the plaintiff Manila Metal<s actual da. Durin0 pre(trial. -..-14/. @hether or not there is a perfected contract of sale bet#een the parties. -14/.-4The offer #as a0ain re. #ith the conditions set forth b2 the defendant in its letter dated =une *.plar2 da.444.it the case for decision. and costs of suit. as a special and affir. respondent PN" averred. $66*. The parties a0reed to li.44.anded.ance a0ainst respondent. described in para0raph * of this !o. on Septe. had elapsed. @hether or not the plaintiff has #aived its ri0ht to purchase the propert2 #hen it failed to confor. @hether or not the =une *. notice. to reinstate T!T No.ative defense.. $66-.44 deposit petitioner had . da2s fro.plaint. the trial court rendered . in the na. /. in a letter dated %pril $-.ises.ud0.4. .a0es. %ccordin0 to it.44 as . /6 On =une /$.ade./3 The offer #as ho#ever re.444.44. $66-. petitioner offered to repurchase the propert2 for P-.44 as .plaint to the plaintiff Manila Metal. It clai. and as a .atel2 P-4. $66-. based on their stipulation of facts. and attorne2<s fees of P.issin0 the a.a0es in the a00re0ate a./.ected petitioner<s offer to repurchase the propert2.ort0a0e in 5uestion at the bac8 of the T!T No.-/ The trial court ruled that there #as no perfected contract of sale bet#een the parties: hence.ed that no contract of sale #as perfected bet#een it and petitioner after the period to redee. the prevailin0 .444.plaint. that petitioner vacate the propert2 #ithin $./. $636.atter of polic2. the parties a0reed to sub.ount of not less than P34..ent dis.a2 be dee.ar8et value.44 and liti0ation e9penses of at least P-4.ected b2 respondent PN".44 in cash..444. $63.oral and e9e. that it had ac5uired o#nership over the propert2 after the period to redee. petitioner offered to purchase the propert2 for P*.described in para0raph * of this !o. *-16/' coverin0 the propert2 described in para0raph * of the !o.it the issues to the follo#in0B $. petitioner had no cause of action for specific perfor.44.a2 be proved durin0 the trial.ust and e5uitable in the pre. d' Orderin0 the defendant PN" to return and>or deliver ph2sical possession of the T!T No.plaint and respondent PN"<s counterclai.4.
.444. II TA CO@ R !ODRT RR D IN RDCIN) TA%T TA R @%S NO P RF !T D !ONTR%!T OF S%C " T@ N PC%INTIFF(%PP CC%NT %ND D F ND%NT( %PP CC . letter of the S%MD. %PPROVIN)>%!! PTIN) PC%INTIFF(%PP CC%NT<S OFF R TO PDR!A%S TA SD"= !T PROP RTE IS NOT V%CID %ND NFOR! %"C . IV TA CO@ R !ODRT RR D IN DISR )%RDIN) TA F%!T TA%T IT @%S TA D F ND%NT(%PP CC @AI!A R ND R D IT DIFFI!DCT IF NOT IMPOSSI"C FOR PC%INTIFF(%PP CC%NT TO !OMPC T TA "%C%N! OF TA IR PDR!A%S PRI! .ount of P+*-. On appeal to the !%. @hile petitioner had offered to repurchase the propert2 per its letter of =ul2 $*./4+. VI TA CO@ R !ODRT RR D IN D !C%RIN) TA%T PC%INTIFF F%IC D %ND R FDS D TO SD"MIT TA %M ND D R PDR!A%S OFF R.Petitioner.? and not a do#npa2.. It further declared that the P1/. petitioner . re.one2.ade the follo#in0 alle0ationsB I TA CO@ R !ODRT RR D IN RDCIN) TA%T D F ND%NT(%PP CC <S C TT R D%T D * =DN $63.*//. the a. VIII . VII TA CO@ R !ODRT RR D IN DISMISSIN) TA %M ND D !OMPC%INT OF PC%INTIFF(%PP CC%NT.-36..ent or earnest .itted b2 petitioner to respondent PN" on =une *.#hich respondent PN" had de. in turn.-* #as #a2 belo# the P$..anded.s and conditions contained in the =une *. V TA CO@ R !ODRT RR D IN DISR )%RDIN) TA F%!T TA%T TA R @%S NO V%CID R S!ISSION OR !%N! CC%TION OF SD"= !T !ONTR%!T OF R PDR!A%S . $63. III TA CO@ R !ODRT RR D IN RDCIN) TA%T PC%INTIFF(%PP CCC%NT @%IV D ITS RI)AT TO PDR!A%S TA SD"= !T PROP RTE @A N IT F%IC D TO !ONFORM @ITA !ONDITIONS S T FORTA "E D F ND%NT(%PP CC IN ITS C TT R D%T D * =DN $63.44 re. $63. #as a ?deposit.ected the ter. $633.
444.ected the proposal in a letter dated %u0ust $. TA !ODRT OF %PP %CS RR D ON % HD STION OF C%@ @A N IT RDC D TA%T TA %MODNT OF PAP1/. Thus. !onse5uentl2.-+ The !% rendered . -14/. -1 It declared that petitioner obviousl2 never a0reed to the sellin0 price proposed b2 respondent PN" &P$..ect propert2 had not been accepted b2 respondent PN".1*.it an a. there #as no contract to rescind. III. for da.eetin0 of the . #ho later . -. petitioner filed the instant petition for revie# on certiorari. $66-.ent of the propert2 in favor of Re2naldo Tolentino. Respondent PN"<s letter dated =une -4.otion for reconsideration. on =une $1. it . and li8e#ise 0ranted the . #hich the !% li8e#ise denied. assi0ned and transferred its ri0hts over the propert2 covered b2 T!T No. !learl2 therefore. letter of respondent PN". --466 and T!T No. ho#ever. $66-. The !% ratiocinated that petitioner<s ori0inal offer to purchase the sub. letter specificall2 on the sellin0 price: petitioner did not a0ree to the counter(offer: and the ne0otiations did not prosper.a0es and the counterclai. petitioner<s "oard of Directors approved Resolution No.otion..otion of Re2naldo Tolentino substitutin0 petitioner MM!!. MOR%C %ND F MPC%RE D%M%) S.. /444 affir. #here it #aived. C TT R M %NS TA%T TA R @%S .ade a counter(offer throu0h its =une *. TA !ODRT OF %PP %CS RR D ON % HD STION OF C%@ @A N IT RDC D TA%T TA F%ICDR OF TA P TITION R(%PP CC%NT TO SI)NIFE ITS !ONFORMITE TO TA T RMS !ONT%IN D IN PN"<S =DN *. II.ud0. $63.issed b2 the court a 5uo for no evidence #as presented to support it.ent on Ma2 $$.ana0e. respondent re. the clai. the !% issued a resolution 0rantin0 the . %ccordin0 to the appellate court. $633 cannot revive the failed ne0otiations bet#een the parties. On =ul2 $*.+4. TA !ODRT OF %PP %CS RR D ON % HD STION OF C%@ @A N IT RDC D TA%T TA R IS NO P RF !T D !ONTR%!T OF S%C " T@ N TA P TITION R %ND R SPOND NT. in favor of "a2ani )abriel.-Mean#hile.-36. Respondent PN" .otion to #ithdra# as intervenor.. In fact.-' since petitioner had 8ept on insistin0 that the sellin0 price should be lo#ered to P$. "a2ani )abriel e9ecuted a Deed of %ssi0n.erel2 as8ed petitioner to sub. $63.-* Thereafter. as plaintiff(appellant. Petitioner filed a . $636. @hile petitioner reiterated its re5uest for a lo#er sellin0 price and that the balance of the repurchase be reduced. alle0in0 thatB I. there #as no . %TTOTRN E<S F S %ND CITI)%TION FP NS S.TA CO@ R !ODRT RR D IN NOT %@%RDIN) PC%INTIFF(%PP CC%NT %!TD%C.44 P%ID "E TA P TITION R IS NOT %N %RN ST MON E. one of its Directors. Moreover.*1.oved for leave to intervene as plaintiff(appellant.$G of the o#nership and . $63.inds bet#een the parties as to the price or consideration of the sale.ent over .ended offer to repurchase. -(44*. #ere correctl2 dis. there #as no perfected contract of sale. and as such. petitioner did not pa2 the balance of the purchase price #ithin the si9t2(da2 period set in the =une *. and his .6-$.in0 the decision of the RT!.
. OFF RIN) TO "DE TA SD"= !T PROP RTE %T DIFF R NT %MODNT @ R PROOF TA%T TA R IS NO P RF !T D !ONTR%!T OF S%C .ade throu0h the S%MD.aintains that it had accepted respondent<s offer . the2 did not constitute . N TA IV.it to respondent the balance of the ori0inal purchase price of P$. TA !ODRT OF %PP %CS S RIODSCE RR D @A N IT A CD TA%T TA C TT RS OF P TITION R(%PP CC%NT D%T D M%R!A $3.to respondent durin0 the pendenc2 of the case in the RT! #ere . !onse5uentl2..*1. Petitioner cites the rulin0s of this !ourt in Villonco v.. increasin0 the interest rate after it had accepted respondent<s offer to sell the propert2 for P$.one2 as conte.+4.+4...ade in its letter dated =une /. It did not a. $63.ent of #hich 0ave rise to the contract.NO V%CID %ND C )%CCE NFOR! %"C !ONTR%!T OF S%C " T@ P%RTI S. confor. $63. $63*: it then deposited P1/.. notice #as to protest respondent<s breach of its obli0ation to petitioner..%ND =DN /$..44 #as considered as ?deposit for the repurchase of the propert2? in the receipt issued b2 the S%MD. as 0leaned fro..+*. the letter of S%MD dated =une *. Court of Appeals. @ITAIN SIFTE &+4' D%ES FROM NOTI! OF %PPROV%C !ONSTITDT S NO V%CID %ND C )%CCE NFOR! %"C !ONTR%!T OF S%C " T@ N TA P%RTI S.6 of the Ne# !ivil !ode.44. $66. respondent.444. respondent had the option either to accept the balance of the offered price or to cause the rescission of the contract. It clai. Petitioner avers that the S%MD<s acceptance of the deposit a.it2 to the =une *.14.ection of respondent<s offer to sell the propert2 since respondent #as .*1.. $66. Moreover. the a.*1..-3 The threshold issue is #hether or not petitioner and respondent PN" had entered into a perfected contract for petitioner to repurchase the propert2 fro. Petitioner .1*. 613$6* #hich respondent had issued.a8e a counter(offer of P$..ounted to an acceptance of its offer to repurchase.33 for the purchase of the propert2. the fulfill.and =une /$.44 #ith the S%MD as partial pa2...erel2 see8in0 to enforce its ri0ht to pa2 the balance of P$.ise the pendin0 la#suit.ount constitutes earnest . In an2 event.ount to a re.erel2 to co. V.plated in %rticle $*3/ of the Ne# !ivil !ode. $63* letter of respondent and its failure to pa2 the balance of the price as fi9ed b2 respondent #ithin the +4(da2 period fro.6-$. the PN" "oard of Directors had approved petitioner<s offer to purchase the propert2.s that this #as the suspensive condition.ent.136. #hile respondent #as obli0ed to transfer o#nership and deliver the propert2 to petitioner. respondent could no lon0er validl2 .aintains that..1*.1*. $66-. to sell the propert2 forP$. Bormaheco-6 and Topacio v.*4 Petitioner avers that its failure to append its confor. Respondent could no lon0er unilaterall2 #ithdra# its offer to sell the propert2 for P$. Petitioner posits that respondent #as proscribed fro. It li8e#ise .444. evidenced b2 Receipt No. althou0h theP1/. since the acceptance of the offer resulted in a perfected contract of sale: it #as obli0ed to re. Petitioner<s letters dated March $3. $66. @hen the acceptance #as .+4.pro.+4. TA !ODRT OF %PP %CS RR D ON % HD STION OF C%@ TA%T NON(P%EM NT OF TA P TITION R(%PP CC%NT OF TA "%C%N! OF TA OFF R D PRI! IN TA C TT R OF PN" D%T D =DN *.44.abl2 #ith %rticle $$.1*.
es effective.ect to specified ter.ited to ad..less deposit of P1/.ount of the repurchase price of the propert2.ent.. the a.ore. there is no basis for the application of the principles 0overnin0 ?suspensive conditions. the acceptance #as 5ualified.erel2 an ac8no#led0. dispose of.444. The S%MD #as not authori7ed b2 respondent<s "oard to enter into contracts of sale #ith third persons involvin0 corporate assets. to be P$. or .ent. nothin0 .s a0ainst petitioner.ents in the for.aril2. in accordance #ith Section /1.ount #as 5ualified b2 that condition. %s 0leaned fro. since the po#er to do so .44 alread2 deposited' #ithin +4 da2s fro. Such offer to co.444.ber.anner of pa2.44 as deposit to repurchase the propert2..ent of #hich the obli0ation beco. Respondent reiterates that S%MD had infor.ent in this case..-36.entation date 9 9 9 pa2able in cash &P1/. in that it re5uired a hi0her sale price and sub.444. the State. the parties< Stipulation of Facts durin0 the proceedin0s in the court a quo.ise should not be ta8en a0ainst it. as of docu.ent on the a. Since there is no perfected contract in the first place.? % ne# State.ore. encu. it #as onl2 reco. its "oard of Directors. %ll that transpired #as an e9chan0e of proposals and counter(proposals.ect to the condition.44./4+. . #hile respondent<s "oard of Directors accepted petitioner<s offer to repurchase the propert2. %ccordin0 to respondent.ation of a bindin0 and enforceable contract of sale.ent of the receipt of P1/. a. Pendin0 such approval..ount is .pro.ed petitioner that its offer to repurchase had been approved b2 the "oard sub.444.. Respondent . For its part. respondent contends that the parties never 0raduated fro. There is absolutel2 nothin0 on record that respondent authori7ed the S%MD. petitioner 8ne# that the S%MD has no capacit2 to bind respondent and that its authorit2 is li. It clearl2 presupposes the e9istence of a valid and bindin0 a0ree. necessitatin0 petitioner<s acceptance in return.ade it appear to petitioner that it represented itself as havin0 such authorit2.s and conditions enu.ust e. or other#ise alienate the assets. Further. notice of approval.erated therein.-36.ent of %ccount #as attached therein indicatin0 the total ban8<s clai. the concept of ?suspensive condition? si0nifies a future and uncertain event upon the fulfill. $63* cannot be classified as a counter(offer: it is si. it cannot be le0all2 clai.ount and . ?that the sellin0 price shall be the total ban8<s clai.? %ccordin0 to respondent.itted b2 petitioner.ent of the price are essential ele.pl2 a recital of its total .ount stated therein could not li8e#ise be considered as the counter(offer since as ad. the a.endation #hich #as sub.separate offers to repurchase the propert2. Neither can the receipt b2 the S%MD of P1/. This 5ualified acceptance #as in effect a counter(offer.44 be re0arded as evidence of a perfected sale contract. There #as no such a0ree.aintains that its acceptance of the a.ana0in0 and preservin0 the properties and other special assets of PN".6-$. It insists that a definite a0ree. or P$.inisterin0.. the ?ne0otiation sta0e? as the2 could not a0ree on the a.onetar2 clai.. thus not absolute. .444..ed that respondent is alread2 bound b2 an2 contract of sale #ith petitioner. the effectivit2 of #hich is subordinated to its fulfill. The S%MD does not have the po#er to sell.ect to approval of the PN" "oard of Directors. Moreover. Rule $-4 of the Revised Rules of !ourt.44 #as accepted b2 respondent on the condition that the purchase price #ould still be approved b2 its "oard of Directors. Pri.ent of %ccount prepared b2 S%MD as of =une /.on0 others.anate fro. The deposit of P1/.44.
uridical relation bet#een the parties.eetin0 of the offer and the acceptance upon the thin0 and the cause #hich are to constitute the contract. #hich ta8es place upon the concurrence of the essential ele.plied #ith in 0ood faith. either ne0otiatin0 part2 . *1 @hen the contract of sale is not perfected. as an independent source of obli0ation. % contract is a . ho#ever. . if accepted b2 the other. coverin0 the period fro. % definite a0ree. have the for.*+ % contract of sale is consensual in nature and is perfected upon . @hen there is .-'.eetin0 of .ust be certain. Price is an essential ele. . v. !uang.ethin0 or to render so.all2 initiated b2 an offer.a2 be in 8eepin0 #ith 0ood faith. % ne0otiation is for.one2 or its e5uivalent.*3 In San Miguel Properties Philippines. the . #hich. */ Once perfected. *"2 the contract of sale.eetin0 of the .ation of a bindin0 and enforceable contract of sale.eetin0 of the .anifested b2 the .inate thin0. and the other to pa2 therefor a price certain in .e the contract is perfected: &/' perfection. is correct.ect of the contract and upon the price: and &-' consummation. to 0ive so. there is no contract.e prior to the perfection of the contract. . %s the !ourt ruled in Boston Bank of the Philippines v.self to transfer the o#nership of and deliver a deter. nc.inatin0 in the e9tin0uish.inds of the parties as to the ob.e the prospective contractin0 parties indicate interest in the contract to the ti.inds. !ontracts are perfected b2 . the2 bind other contractin0 parties and the obli0ations arisin0 therefro.ent of #hat has been e9pressl2 stipulated but also to the conse5uences #hich. The parties are bound not onl2 to the fulfill.ere . serve as a bindin0 .ent in the for. the ti. 0ives rise to a perfected sale. %t this sta0e.atter of the contract: &-' !ause of the obli0ation #hich is established. #ith respect to the other. their respective underta8in0s under the contract of sale.ent of a bindin0 a0ree. $63. usa0e and la#. there is no contract unless the follo#in0 re5uisites concurB &$' !onsent of the contractin0 parties: &/' Ob. one of the contractin0 parties obli0ates hi. o/ (&e Co+r( The rulin0 of the appellate court that there #as no perfected contract of sale bet#een the parties on =une *. *$ Dnder %rticle $-$3 of the Ne# !ivil !ode.ect . "ut a price fi9ed b2 one of the contractin0 parties. The fi9in0 of the price can never be left to the decision of one of the contractin0 parties.erel2 an offer b2 one part2 #ithout acceptance of the other.e service.ents of the sale #hich are the . accordin0 to their nature.ere consent #hich is . cul.*6 the !ourt ruled that the sta0es of a contract of sale are as follo#sB &$' ne0otiation.a2 stop the ne0otiation. of la# bet#een the parties and should be co.inds bet#een t#o persons #hereb2 one binds hi.4 %t an2 ti. #hich be0ins #hen the parties perfor.ect certain #hich is the sub. ManaloB*.** The absence of an2 of the essential ele.self.ent to sell personal or real propert2 because it seriousl2 affects the ri0hts and obli0ations of the parties.ent thereof.ent as to the price is an essential ele.T&e R+. it cannot.ents #ill ne0ate the e9istence of a perfected contract of sale.
In this case.offer .anifest a present intention or deter.ust be plain. advances on insurance pre. conduct.ediatel2 after its . acceptance . . a re.3 it sent a letter to respondent<s President reiteratin0 its offer to purchase the propert2.ethin0 is desired #hich is not e9actl2 #hat is proposed in the offer. or #ords of the acceptin0 part2 that clearl2 .44': /.. the acceptance . conduct.pt to end the ne0otiation bet#een the parties on a different basis.ection of the ori0inal offer. petitioner had until Februar2 $1.ainin0 balance to0ether #ith the interest and other e9penses that #ill be incurred #ill be paid #ithin the last si9 . v.44': and -.4. petitioner a0ain #rote respondent as follo#sB $. There is no evidence that the S%MD #as authori7ed b2 respondent<s "oard of Directors to accept petitioner<s offer and sell the propert2 for P$. %n2 acceptance b2 the S%MD of .444.444... $63-. $63* #asP$.. unconditional and #ithout variance of an2 sort fro. the ter.unicated to the offeror.. Dpon approval of our re5uest. #as referred to the respondent<s . $63*.1*.anifestation.inds. re0istration e9penses and . the proposal. althou0h the acceptance . . The re5uest.eetin0 of the .ust not 5ualif2 the ter. The state.*1. % counter(offer is considered in la#.onths fro. #e #ill pa2 another FODR ADNDR D FIFTE TAODS%ND P SOS &P*. .ativel2 and clearl2 ..+ "efore respondent could act on the re5uest.4.putation of the a. or #ords of a part2 reco0ni7in0 the e9istence of the contract of sale. includin0 interests. since it lac8ed the resources. Thus.+4.. publication cost. it .a2 be #ithdra#n: the #ithdra#al is effective i. such acceptance is not sufficient to 0uarantee consent because an2 .ination to accept the offer to bu2 or sell.$ the !ourt ruled thatB 9 9 9 The rule is that e9cept #here a for.ain branch for appropriate action.6 There #as no response to petitioner<s letters dated Februar2 $4 and $.?.e acts or conduct co. . The state.onths of the one 2ear 0rave period re5uested for.iu..ent of account prepared b2 the S%MD statin0 that the net clai.ade and .1*.!onse5uentl2..odification or variation fro.a2 be sho#n b2 acts. .ection of the ori0inal offer and an atte.ade throu0h a letter dated %u0ust /..a2 be sho#n b2 the acts.ust be identical in all respects #ith that of the offer so as to produce consent or .s and conditions a0reed upon b2 the parties. nc. une5uivocal.ust be affir./ % 5ualified acceptance or one that involves a ne# proposal constitutes a counter(offer and a re.iscellaneous e9penses. $63* #ithin #hich to redee.* The acceptance .ore ti. @ithin si9 .. of respondent as of =une /.ust be evidenced b2 so. To convert the offer into a contract. #e #ill pa2 2our 0oodselves ON ADNDR D I FIFTE TAODS%ND P SOS &P$.+4.ent is but a co. #hich #as . the propert2. Ao#ever. In A"elfa Properties. The re.ount #hich petitioner #as obli0ed to pa2 in case respondent #ould later a0ree to sell the propert2. #hen so.. advances on realt2 ta9es.s of the offer annuls the offer. it re5uested for .>repurchase the propert2 under such ter..s of the offer: it .1 @hen the petitioner #as told that respondent did not allo# ?01r(-1.*1 cannot be considered an un5ualified acceptance to petitioner<s offer to purchase the propert2.e to redee.ust be absolute and . re)em0(-o'. Court of Appeals ... date of approval of our re5uest.al acceptance is so re5uired.
one2 is 0iven in a contract of sale. or connected #ith the perfor. The deposit of P725. $*3/.44 it had re..endation that the propert2 be sold to petitioner. This re5uest for reconsideration #ould later be re.*1 and reco. the Special %ssets Mana0e.erel2 sou0ht to have the counter(offer reconsidered... petitioner ..itted to respondent #as ?earnest .*1. In fine.one2? #hich could be considered as proof of the perfection of a contract of sale under %rticle $*3/ of the Ne# !ivil !ode. The provision readsB %RT. This contention is li8e#ise ne0ated b2 the stipulation of facts #hich the parties entered into in the trial courtB 3. nc.endation of S%MD for respondent to accept petitioner<s offer to purchase the propert2 for P$.444. in the event that respondent #ould approve the reco.ent Depart.++4.ected b2 respondent. $63*. @e do not a0ree #ith petitioner<s contention that the P1/..endation for respondent to accept petitioner<s offer to repurchase the propert2 even be2ond the one(2ear period: it reco.a2 authori7e another to do certain acts in his behalf..erel2 a deposit to be applied as part of the purchase price of the propert2.ance of authori7ed duties of such director.ade either b2 the board of directors or b2 a corporate a0ent dul2 authori7ed b2 the board.444.44 to PN" as deposit to repurchase the propert2.. Respondent later approved the reco..of the !orporation !ode e9pressl2 provides that the corporate po#ers of all corporations shall be e9ercised b2 the board of directors. @henever earnest .+4.+4. the P1/. MM!! paid P1/. "ut instead of the P$.1*..ended this a. but not in the course of.ent &S%MD' of PN" prepared an updated State. On =une /..ost considered as a counter(offer.000 was accepted by PNB on the condition that the purchase price is still subject to the approval of the PNB Board .e of its functions to individual officers or a0ents appointed b2 it.petitioner<s offer #ould not bind respondent. so ... +$ It appears that the S%MD had prepared a reco.a2 the board of directors of a corporation validl2 dele0ate so. %s this !ourt ruled in AF #ealt$ %evelopment.444. hence can be at .ended that petitioner be allo#ed to redee.B+4 Section /.ed. contracts or acts of a corporation .. If petitioner had accepted this counter(offer.44 as the purchase price. are held not bindin0 on the corporation.44.+4. a perfected contract of sale #ould have arisen: as it turns out... vs.ent of %ccount sho#in0 MM!!<s total liabilit2 to PN" as of =une /. 6. a corporation can onl2 e9ecute its po#ers and transact its business throu0h its "oard of Directors and throu0h its officers and a0ents #hen authori7ed b2 a board resolution or its b2(la#s.ended b2 the S%MD and to #hich petitioner had previousl2 confor.. %bsent such valid dele0ation>authori7ation. Dnless and until the . nc.1*. On =une 3. the rule is that the declarations of an individual director relatin0 to the affairs of the corporation.*1 reco.ect propert2.444... $63* to be P$. =ust as a natural person . %iesehuan Freight Services.ust be .+/ Thus. $63*. ho#ever.. respondent set the purchase price at P/.+4. it shall be considered as part of the price and as proof of the perfection of the contract.1*.1*.44 #as . the propert2 and pa2 P$. Thus. respondent<s acceptance of petitioner<s offer #as 5ualified.ount as the repurchase price of the sub. Thus.
because #hile the respondent lo#ered the purchase price. Petitioner<s re5uest #as ulti. -. That 2ou shall underta8e at 2our o#n e9pense and account the e. the petition is DENIED.e due on the propert2. to its a. as #ell as e9penses includin0 costs of docu.ps. notice of approval: /.end.respondent accepted the offer on these ter. then.an. ((. this a. The assailed decision is A22IRMED. concur.ect to such other ter. %ll ta9es and other 0overn.'.44 deposit. In su.a2 have in the propert2 and 2ou are char0ed #ith full 8no#led0e of the nature and e9tent of said ri0hts. That the sellin0 price shall be the total "an8<s clai.. to be incurred in connection #ith the e9ecution and re0istration of all coverin0 docu. )orking Chairperson.(-$(3. as of docu. see attached state.ent of respondent<s 5ualified acceptance. !osts a0ainst petitioner Manila Metal !ontainer !orporation.ent of the occupants of the propert2 sub.ent of account as of .. C.ect of the sale.atel2 re.-36. +* It appears that althou0h respondent re5uested petitioner to confor.-.one2 cannot establish the e9istence of a perfected contract of sale. $63.ents shall be borne b2 2ou: *. per its letter to petitioner dated =une *. an" Chico'+a*ario.6-$. +.ent .posts due or to beco. no perfected contract of sale #ould arise. IN LIGHT O2 ALL THE 2OREGOING.s and conditions that the Ce0al Depart. it still declared that its acceptance #as sub.s. 2our deposit shall be forfeited and the "an8 is thenceforth authori7ed to sell the propert2 to other interested parties. retired as of Dece.. Austria'Martine*. pa2able in cash &P1/..ect propert2. the respondent had decided to accept the offer to purchase the propert2 for P$.ended counter(offer.. SO ORDERED. there #as no perfected contract of sale bet#een petitioner and respondent over the sub.ents of a contract of sale.444..a2 i. That the sale shall be sub.ents and science sta. receipt of advice acceptin0 2our offer. interests and participation and #aive 2our ri0ht to #arrant2 a0ainst eviction.entation date &pls..s and conditionsB $.ended counter(offer. or an a. interests and participation it . Ao#ever. &nares'Santiago.444. /44+.ent i.ounted to an a.ected and respondent offered to refund its P1/. +It appears that. (. etc. if there are an2: . The "an8 sells onl2 #hatever ri0hts..44 alread2 deposited' #ithin si9t2 &+4' da2s fro.. . the 0ivin0 of earnest .ect.(.ended counter(offer. That upon 2our failure to pa2 the balance of the purchase price #ithin si9t2 &+4' da2s fro.ect to the follo#in0 ter. Pangani.ber 1. %bsent proof of the concurrence of all the essential ele. transfer fees.pose to protect the interest of the "an8.. petitioner refused and instead re5uested respondent to reconsider its a.
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