Republic of the Philippines SUPREME COURT Manila FIRST DIVISION G.R. No.
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*.
it #rote another letter dated Dece.. Ao#ever..Petitioner<s offers had not 2et been acted upon b2 respondent PN".ent infor. In a letter dated Nove. 613$6$ #as issued to it..e PN" Pasa2 !it2 "ranch personnel infor.ed petitioner that the re5uest had been referred to its Pasa2 !it2 "ranch for appropriate action and reco.*1.ana0e.6/*. $63* to act on the proposal: other#ise.endation.ent Depart.444.ent. $63*.ber /3.>repurchase the propert2. Petitioner declared that it had alread2 a0reed to the S%MD<s offer to purchase the propert2 forP$.. $3 On =une *.ended to the .. Petitioner #arned respondent PN" that it #ould see8 ..444. petitioner re. the propert2.ounted to P$.ed petitioner that as a . $63*. but for P$.e to redee.ectin0 the offer and the reco. $63* re5uestin0 for a reconsideration.ended offer to repurchase.+4.
.$6 On pa0e t#o of the letter #as a space above the t2pe#ritten na. the ban8 does not accept ?partial rede..ed petitioner that it #as re. It #as su00ested that petitioner purchase the propert2 for P/. Pablo )abriel did not confor.444.. so PN" re5uested petitioner in a letter dated =une -4.udicial recourse should PN" insist on the position. its .itted P1/. re0istration e9penses.444. to the letter but ...ed petitioner that the PN" "oard of Directors had accepted petitioner<s offer to purchase the propert2.. its P1/. the PN" .>repurchase the propert2 on install.$.e. $63*. #here he #as to affi9 his si0nature. Respondent PN" 0ave petitioner until Dece.ent of account.4. the S%MD reco.to respondent PN".ent basis.ber $. It reiterated its re5uest to repurchase the propert2 on install.ber /3. $63*.iscellaneous e9penses and publication cost.? and Official Receipt No. advances on realt2 ta9es.erel2 indicated therein that he had received it.-36.in cash less the P1/. #herein it reiterated its proposal that petitioner purchase the propert2 for P/.6-$. $63* #ithin #hich to redee.444.+4.endation of the S%MD. respondent PN" infor.44 deposit #ould be returned and the propert2 #ould be sold to other interested bu2ers. interest..44.ed petitioner that it #ould return the deposit should petitioner desire to #ithdra# its offer to purchase the propert2.1*.eanti.++4.u. $633 to sub. .s.+.ana0e.1*. throu0h counsel. PN" a0ain infor. re5uested that PN" reconsider its letter dated Dece. 3 In its repl2 dated %u0ust -4. the Re0ister of Deeds cancelled T!T No. re5uestin0 that it be 0ranted an e9tension of ti. Mean#hile.Petitioner sent a letter dated %u0ust /.+4. $63-. $63. and that #as #h2 it had paid P1/.ini.44 alread2 deposited #ith it.atter of polic2.it an a.444.. Pablo )abriel. $63. $$ Mean#hile.ber $*.ent of account. In the . the Special %ssets Mana0e.$. $1 On Februar2 /.*1.?$/ Since petitioner failed to redee..e of petitioner<s President. advances of insurance pre.4...$* @hen apprised of the state. ho#ever.++4.. $63..ent &S%MD' had prepared a state. so. and issued a ne# title in favor of respondent PN".ent of respondent PN" that petitioner be allo#ed to repurchase the propert2 for P$.. respondent PN" infor.iu. /4 Petitioner did not respond. did not a0ree to respondent PN"<s proposal. -/463 on =une $.44. $63*..ption.ar8et value. .44. Februar2 $1. and as of =une /. This included the bid price of P$. petitioner reiterated its re5uest for a one 2ear e9tension fro.6 In a letter$4 dated Februar2 $4.1*.44 to respondent PN" as ?deposit to repurchase.. petitioner.$+ Petitioner. Instead.ber $/.44. $63* petitioner<s obli0ation a. Respondent PN" replied in a letter dated Dece..
ple or correction for the public 0ood of at least P-4. Manila Metal. The "an8 cannot ta8e advanta0e of a condition #hich is entirel2 dependent upon its o#n #ill after acceptin0 and benefitin0 fro. PN" approved the repurchase price of P$.oral da. ..ud0. re.444..ade b2 Manila Metal.ent of its SM%D is clearl2 a potestative condition #hich cannot le0all2 pre. #hich the defendant PN" should be conde. $636.udice Manila Metal #hich has acted and relied on the approval of SM%D.a0es should be a#arded in favor of the plaintiff b2 #a2 of e9a. It . That in order to protect itself a0ainst the #ron0ful and . Deliver2 of Title.alicious actuations of defendant PN".alicious acts of the defendant "an8. %s earl2 as =une /.// On %u0ust /3.44.444. ho#ever. or Specific Perfor./Petitioner pra2ed that.. plaintiff is constrained to en0a0e the services of counsel at an a0reed fee of P. -1.+4.+4.ent .1*.entsB -+.ount of P+*-. PN" had accepted the do#n pa2.Petitioner re.44 for the rede.ent of Mort0a0e and Mort0a0e Foreclosure.alicious act of defendant PN" #hich are hi0hl2 reprehensible.? To support its cause of action for specific perfor. it alle0ed the follo#in0B -*. increasin0 the purchase price of the propert2.ort0a0e over plaintiff<s propert2 and settin0 it for auction sale null and void.ected respondent<s proposal in a letter dated =ul2 $*.44 do#npa2.+4.a0es.ade b2 Manila Metal and the lon0 ti.ount of P1/.*.44..ned to pa2 the plaintiff Manila Metal.*.-* in a letter dated %u0ust $. after due proceedin0s. for da.ana0e. Petitioner later filed an a. thusB a' Declarin0 the %.ended co.plar2 da.
.ected petitioner<s offer to pa2 the balance of P+*-.ance #ith Da.44 and to incur liti0ation e9penses of at least P-4. respondent PN" #as proscribed fro. -3.a0es #ith the follo#in0 ar0u. plaintiff Manila Metal suffered bes. and that since its P1/. That for the #ron0ful and ..44 fro.444.putation of interest rate #ithout the consent of Manila Metal.. the a0ree.444./..ent of the "an8 to confir. b' Declarin0 defendant<s acts of e9tra(. $636. the approval of the hi0her ../$ Petitioner averred that it had a net balance pa2able in the a.1*.andin0 a hi0her a. Respondent PN".ance. petitioner filed a co.*1 for #hich it accepted P1/. PN" cannot ta8e advanta0e of its o#n dela2 and lon0 inaction in de.e that has elapsed.udiciall2 foreclosin0 the .aintained that respondent PN" had a0reed to sell the propert2 for P$.444. e9e.*1 as approved b2 its SM%D and considerin0 the reliance .ent fro. That b2 reason of the #ron0ful and ./.ent be rendered in its favor.irched reputation for #hich defendant PN" is liable for ...ent had been accepted.ended Real state Mort0a0e &%nne9 ?%?' null and void and #ithout an2 le0al force and effect.a0es of at least P. $633.4. the substantial pa2.4.444.. $63*. -.44.-*.ount based on unilateral co.plaint and supported its clai.444. Manila Metal in the substantial a.*1.ption>repurchase price of P$.1*.plaint a0ainst respondent PN" for ?%nnul.
a0es in the a00re0ate a. $63.ent dis.plaint and respondent PN"<s counterclai.44 deposit petitioner had . respondent PN" averred.described in para0raph * of this !o.. on Septe.-/ The trial court ruled that there #as no perfected contract of sale bet#een the parties: hence.it the case for decision.plaint.e of PN" &T!T NO. @hether or not the =une *. the prevailin0 ..44. %ccordin0 to it.ount of not less than P34. $66-.-4The offer #as a0ain re.plaint. $66-. It clai. $66-. based on their stipulation of facts. e' Orderin0 the defendant PN" to pa2 the plaintiff Manila Metal<s actual da.plar2 da.-$ On Ma2 -$.atel2 P-4. #ith the conditions set forth b2 the defendant in its letter dated =une *. and costs of suit. notice.ber /4.ative defense.
.. to reinstate T!T No. letter of the defendant approvin0>acceptin0 plaintiff<s offer to purchase the propert2 is still valid and le0all2 enforceable.ust and e5uitable in the pre.anded.ud0.44 in cash.ed that no contract of sale #as perfected bet#een it and petitioner after the period to redee.ected b2 respondent PN".44 as .ance a0ainst respondent.e of Manila Metal and to cancel the annotation of the . Plaintiff li8e#ise pra2s for such further reliefs #hich ./* In its %ns#er to the co. and attorne2<s fees of P.plaint to the plaintiff Manila Metal. and as a ./.4.ected b2 respondent PN" on Septe. that it had ac5uired o#nership over the propert2 after the period to redee. petitioner offered to repurchase the propert2 for P-.444. -. /+ @hile the case #as pendin0.44 and liti0ation e9penses of at least P-4.ar8et value of the propert2 #as appro9i. d' Orderin0 the defendant PN" to return and>or deliver ph2sical possession of the T!T No. /1 but petitioners refused to do so./. in the na. the trial court rendered ./3 The offer #as ho#ever re.oral and e9e. /6 On =une /$. Durin0 pre(trial. respondent PN" de.ade. that petitioner vacate the propert2 #ithin $. .444.444. -14/. @hether or not the plaintiff has #aived its ri0ht to purchase the propert2 #hen it failed to confor.4. the parties a0reed to sub.444.444. petitioner offered to purchase the propert2 for P*. petitioner had no cause of action for specific perfor.ises.c' Orderin0 the defendant Re0ister of Deeds to cancel the ne# title issued in the na.a2 be dee.ected petitioner<s offer to repurchase the propert2. had elapsed. da2s fro. as a special and affir.a2 be #arranted b2 the evidence and fi9ed b2 this Aonorable !ourt in the e9ercise of its sound discretion.it the issues to the follo#in0B $. in a letter dated %pril $-.ar8et value. The trial court declared that respondent had re. -14/.atter of polic2.444. described in para0raph * of this !o. $66*.ed .plaint. it could not sell the propert2 for less than its . $636.ort0a0e in 5uestion at the bac8 of the T!T No.ended co. *-16/' coverin0 the propert2 described in para0raph * of the !o. $63.a2 be proved durin0 the trial.a0es.-14/. It ordered respondent PN" to refund the P1/. On March $3.ber $-.. The parties a0reed to li.44.issin0 the a.444. $66-. the propert2 had e9pired.44.44 as . @hether or not there is a perfected contract of sale bet#een the parties.444. /.
$63. the a. IV TA CO@ R !ODRT RR D IN DISR )%RDIN) TA F%!T TA%T IT @%S TA D F ND%NT(%PP CC @AI!A R ND R D IT DIFFI!DCT IF NOT IMPOSSI"C FOR PC%INTIFF(%PP CC%NT TO !OMPC T TA "%C%N! OF TA IR PDR!A%S PRI! .s and conditions contained in the =une *.? and not a do#npa2.444.one2. It further declared that the P1/.Petitioner.44 re. #as a ?deposit.#hich respondent PN" had de.-* #as #a2 belo# the P$. $633.itted b2 petitioner to respondent PN" on =une *..-36. petitioner . @hile petitioner had offered to repurchase the propert2 per its letter of =ul2 $*.. 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. $63. VIII
..ected the ter.anded./4+. in turn. VII TA CO@ R !ODRT RR D IN DISMISSIN) TA %M ND D !OMPC%INT OF PC%INTIFF(%PP CC%NT.. 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 . re. letter of the S%MD. On appeal to the !%. 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. %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 . 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 .ent or earnest .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.ount of P+*-.*//.
$66-.otion to #ithdra# as intervenor.ect propert2 had not been accepted b2 respondent PN". -. and his . /444 affir.-+ The !% rendered . !learl2 therefore.ent over .*1. there #as no perfected contract of sale. C TT R M %NS TA%T TA R @%S
.issed b2 the court a 5uo for no evidence #as presented to support it. TA !ODRT OF %PP %CS RR D ON % HD STION OF C%@ @A N IT RDC D TA%T TA %MODNT OF PAP1/.eetin0 of the . petitioner<s "oard of Directors approved Resolution No. #hich the !% li8e#ise denied. petitioner filed the instant petition for revie# on certiorari. #ho later . in favor of "a2ani )abriel. !onse5uentl2. @hile petitioner reiterated its re5uest for a lo#er sellin0 price and that the balance of the repurchase be reduced. -14/.oved for leave to intervene as plaintiff(appellant. %ccordin0 to the appellate court. the clai.erel2 as8ed petitioner to sub.$G of the o#nership and . In fact. Respondent PN"<s letter dated =une -4. Thus. %TTOTRN E<S F S %ND CITI)%TION FP NS S.otion.444.-Mean#hile.. Petitioner filed a .. one of its Directors.inds bet#een the parties as to the price or consideration of the sale. on =une $1. 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.ended offer to repurchase. there #as no . $63. petitioner did not pa2 the balance of the purchase price #ithin the si9t2(da2 period set in the =une *. alle0in0 thatB I. #here it #aived. it . as plaintiff(appellant.ana0e. "a2ani )abriel e9ecuted a Deed of %ssi0n. III. letter specificall2 on the sellin0 price: petitioner did not a0ree to the counter(offer: and the ne0otiations did not prosper. assi0ned and transferred its ri0hts over the propert2 covered b2 T!T No.. Respondent PN" . The !% ratiocinated that petitioner<s ori0inal offer to purchase the sub.44 P%ID "E TA P TITION R IS NOT %N %RN ST MON E. $633 cannot revive the failed ne0otiations bet#een the parties.6-$. ho#ever. 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 *. -1 It declared that petitioner obviousl2 never a0reed to the sellin0 price proposed b2 respondent PN" &P$. for da.a0es and the counterclai.in0 the decision of the RT!.ected the proposal in a letter dated %u0ust $.ent of the propert2 in favor of Re2naldo Tolentino. MOR%C %ND F MPC%RE D%M%) S.. $63. Moreover.ud0.TA CO@ R !ODRT RR D IN NOT %@%RDIN) PC%INTIFF(%PP CC%NT %!TD%C.ent on Ma2 $$.-36.otion of Re2naldo Tolentino substitutin0 petitioner MM!!.ade a counter(offer throu0h its =une *.1*. there #as no contract to rescind. #ere correctl2 dis. On =ul2 $*.-* Thereafter. $66-. --466 and T!T No. $636. -(44*. and li8e#ise 0ranted the . II. $63. letter of respondent PN".otion for reconsideration.+4. the !% issued a resolution 0rantin0 the . respondent re. and as such.it an a.-' since petitioner had 8ept on insistin0 that the sellin0 price should be lo#ered to P$.
14.1*.. 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 .1*.1*.pro. Moreover.. confor.plated in %rticle $*3/ of the Ne# !ivil !ode. It clai. $63. It did not a. the fulfill.*1. the PN" "oard of Directors had approved petitioner<s offer to purchase the propert2. to sell the propert2 forP$. 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.*1.ade in its letter dated =une /.NO V%CID %ND C )%CCE NFOR! %"C !ONTR%!T OF S%C " T@ P%RTI S.one2 as conte. @hen the acceptance #as .it to respondent the balance of the ori0inal purchase price of P$. Respondent could no lon0er unilaterall2 #ithdra# its offer to sell the propert2 for P$.to respondent durin0 the pendenc2 of the case in the RT! #ere . the a.+4..... respondent had the option either to accept the balance of the offered price or to cause the rescission of the contract.a8e a counter(offer of P$.*4 Petitioner avers that its failure to append its confor.ade throu0h the S%MD. Petitioner<s letters dated March $3.44.ise the pendin0 la#suit.%ND =DN /$. respondent could no lon0er validl2 . $63.. Bormaheco-6 and Topacio v. Court of Appeals. Petitioner .444. as 0leaned fro..1*.. $63* letter of respondent and its failure to pa2 the balance of the price as fi9ed b2 respondent #ithin the +4(da2 period fro.33 for the purchase of the propert2. $66. notice #as to protest respondent<s breach of its obli0ation to petitioner.. since the acceptance of the offer resulted in a perfected contract of sale: it #as obli0ed to re. evidenced b2 Receipt No.ounted to an acceptance of its offer to repurchase.and =une /$.. Petitioner posits that respondent #as proscribed fro.erel2 to co.44.. $66.+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 *. 613$6* #hich respondent had issued.+*.s that this #as the suspensive condition.136. Petitioner cites the rulin0s of this !ourt in Villonco v.-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..ount constitutes earnest ..6 of the Ne# !ivil !ode. #hile respondent #as obli0ed to transfer o#nership and deliver the propert2 to petitioner.it2 to the =une *. It li8e#ise .aintains that.ection of respondent<s offer to sell the propert2 since respondent #as . increasin0 the interest rate after it had accepted respondent<s offer to sell the propert2 for P$. the letter of S%MD dated =une *. the2 did not constitute
. $66-. @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. V.*1. $66.+4.444.44 #ith the S%MD as partial pa2. In an2 event.6-$.44 #as considered as ?deposit for the repurchase of the propert2? in the receipt issued b2 the S%MD.ent. $63*: it then deposited P1/.aintains that it had accepted respondent<s offer .abl2 #ith %rticle $$. respondent.ent of #hich 0ave rise to the contract..ount to a re. !onse5uentl2. althou0h theP1/.erel2 see8in0 to enforce its ri0ht to pa2 the balance of P$. Petitioner avers that the S%MD<s acceptance of the deposit a.
444.ent on the a.ade it appear to petitioner that it represented itself as havin0 such authorit2. the effectivit2 of #hich is subordinated to its fulfill. it #as onl2 reco. it cannot be le0all2 clai.ect to specified ter.ise should not be ta8en a0ainst it. Pendin0 such approval.onetar2 clai.aril2.erated therein.pl2 a recital of its total .444.ent of #hich the obli0ation beco.ect to approval of the PN" "oard of Directors.inisterin0.44 #as accepted b2 respondent on the condition that the purchase price #ould still be approved b2 its "oard of Directors.ber. Neither can the receipt b2 the S%MD of P1/..s and conditions enu.pro. Respondent reiterates that S%MD had infor.ation of a bindin0 and enforceable contract of sale. the acceptance #as 5ualified.ount is .ount of the repurchase price of the propert2.ount and .ent of %ccount #as attached therein indicatin0 the total ban8<s clai.ore. in accordance #ith Section /1.erel2 an ac8no#led0. the concept of ?suspensive condition? si0nifies a future and uncertain event upon the fulfill.ect to the condition. notice of approval. since the po#er to do so ..-36.itted b2 petitioner.entation date 9 9 9 pa2able in cash &P1/. thus not absolute.44.less deposit of P1/. Respondent . the ?ne0otiation sta0e? as the2 could not a0ree on the a..anner of pa2. $63* cannot be classified as a counter(offer: it is si.ent.ed petitioner that its offer to repurchase had been approved b2 the "oard sub. dispose of. the a.? %ccordin0 to respondent. %s 0leaned fro.44 be re0arded as evidence of a perfected sale contract.. It insists that a definite a0ree. There #as no such a0ree. respondent contends that the parties never 0raduated fro.endation #hich #as sub.s a0ainst petitioner.ount stated therein could not li8e#ise be considered as the counter(offer since as ad.
.ited to ad.? % ne# State.444.. its "oard of Directors. the parties< Stipulation of Facts durin0 the proceedin0s in the court a quo. For its part.ents in the for..444.ed that respondent is alread2 bound b2 an2 contract of sale #ith petitioner. . This 5ualified acceptance #as in effect a counter(offer. a. The S%MD does not have the po#er to sell. #hile respondent<s "oard of Directors accepted petitioner<s offer to repurchase the propert2. %ll that transpired #as an e9chan0e of proposals and counter(proposals.. or P$. the State.444.ent in this case./4+. %ccordin0 to respondent.ent..ount #as 5ualified b2 that condition.on0 others. The deposit of P1/.6-$. necessitatin0 petitioner<s acceptance in return.44. Rule $-4 of the Revised Rules of !ourt.ana0in0 and preservin0 the properties and other special assets of PN". Moreover. Such offer to co. the a.es effective.44 alread2 deposited' #ithin +4 da2s fro.ent of %ccount prepared b2 S%MD as of =une /.aintains that its acceptance of the a.-36. to be P$. as of docu. in that it re5uired a hi0her sale price and sub.ent of the price are essential ele. There is absolutel2 nothin0 on record that respondent authori7ed the S%MD. Further. Pri. nothin0 . ?that the sellin0 price shall be the total ban8<s clai. encu.44 as deposit to repurchase the propert2. or . there is no basis for the application of the principles 0overnin0 ?suspensive conditions..separate offers to repurchase the propert2. The S%MD #as not authori7ed b2 respondent<s "oard to enter into contracts of sale #ith third persons involvin0 corporate assets. or other#ise alienate the assets.ore.ent of the receipt of P1/. It clearl2 presupposes the e9istence of a valid and bindin0 a0ree. petitioner 8ne# that the S%MD has no capacit2 to bind respondent and that its authorit2 is li.ust e.anate fro. Since there is no perfected contract in the first place.
ation of a bindin0 and enforceable contract of sale.T&e R+.e service. either ne0otiatin0 part2 . nc. serve as a bindin0 . Price is an essential ele. there is no contract unless the follo#in0 re5uisites concurB &$' !onsent of the contractin0 parties: &/' Ob. the ti. !ontracts are perfected b2 . as an independent source of obli0ation.*+ % contract of sale is consensual in nature and is perfected upon . there is no contract. ho#ever.e the prospective contractin0 parties indicate interest in the contract to the ti. it cannot.erel2 an offer b2 one part2 #ithout acceptance of the other. % definite a0ree.anifested b2 the .e prior to the perfection of the contract.e the contract is perfected: &/' perfection. *$ Dnder %rticle $-$3 of the Ne# !ivil !ode.self.ere . $63.eetin0 of .a2 be in 8eepin0 #ith 0ood faith. accordin0 to their nature. #ith respect to the other. %t this sta0e. */ Once perfected.ent in the for.self to transfer the o#nership of and deliver a deter.eetin0 of the . v. ManaloB*.eetin0 of the offer and the acceptance upon the thin0 and the cause #hich are to constitute the contract. .*3 In San Miguel Properties Philippines. *"2 the contract of sale. @hen there is . *1 @hen the contract of sale is not perfected.all2 initiated b2 an offer. have the for. % contract is a .ent as to the price is an essential ele. %s the !ourt ruled in Boston Bank of the Philippines v.ents #ill ne0ate the e9istence of a perfected contract of sale. and the other to pa2 therefor a price certain in .-'. if accepted b2 the other.a2 stop the ne0otiation.*6 the !ourt ruled that the sta0es of a contract of sale are as follo#sB &$' ne0otiation. to 0ive so. cul.inds. is correct.ent of #hat has been e9pressl2 stipulated but also to the conse5uences #hich.inds bet#een t#o persons #hereb2 one binds hi.inds of the parties as to the ob. their respective underta8in0s under the contract of sale. usa0e and la#. #hich ta8es place upon the concurrence of the essential ele. !uang. The parties are bound not onl2 to the fulfill.ust be certain.one2 or its e5uivalent. The fi9in0 of the price can never be left to the decision of one of the contractin0 parties.** The absence of an2 of the essential ele. o/ (&e Co+r( The rulin0 of the appellate court that there #as no perfected contract of sale bet#een the parties on =une *.ent to sell personal or real propert2 because it seriousl2 affects the ri0hts and obli0ations of the parties. % ne0otiation is for. of la# bet#een the parties and should be co.ere consent #hich is . .plied #ith in 0ood faith. #hich be0ins #hen the parties perfor. #hich.ect . the
. 0ives rise to a perfected sale. one of the contractin0 parties obli0ates hi.ethin0 or to render so.atter of the contract: &-' !ause of the obli0ation #hich is established.ect certain #hich is the sub. the2 bind other contractin0 parties and the obli0ations arisin0 therefro.eetin0 of the . "ut a price fi9ed b2 one of the contractin0 parties.ent thereof. .ect of the contract and upon the price: and &-' consummation. coverin0 the period fro.ents of the sale #hich are the .ent of a bindin0 a0ree.uridical relation bet#een the parties.4 %t an2 ti.inate thin0.inatin0 in the e9tin0uish.
onths fro.ection of the ori0inal offer.e acts or conduct co.4. % counter(offer is considered in la#.inds.+ "efore respondent could act on the re5uest..s of the offer: it .. conduct.s and conditions a0reed upon b2 the parties.$ the !ourt ruled thatB 9 9 9 The rule is that e9cept #here a for. The state. unconditional and #ithout variance of an2 sort fro.ent is but a co. since it lac8ed the resources.* The acceptance . v. the propert2.odification or variation fro. To convert the offer into a contract. includin0 interests. publication cost. #hich #as .iscellaneous e9penses. a re.ection of the ori0inal offer and an atte.putation of the a.e to redee.unicated to the offeror.s of the offer annuls the offer. the acceptance .eetin0 of the . . such acceptance is not sufficient to 0uarantee consent because an2 .ust be affir.ainin0 balance to0ether #ith the interest and other e9penses that #ill be incurred #ill be paid #ithin the last si9 .ade and .a2 be sho#n b2 acts.anifest a present intention or deter. ... it re5uested for .+4. re0istration e9penses and . The re5uest. . nc.ust be evidenced b2 so.onths of the one 2ear 0rave period re5uested for.ount #hich petitioner #as obli0ed to pa2 in case respondent #ould later a0ree to sell the propert2..offer .. the ter./ % 5ualified acceptance or one that involves a ne# proposal constitutes a counter(offer and a re.ust be identical in all respects #ith that of the offer so as to produce consent or .anifestation. #e #ill pa2 2our 0oodselves ON ADNDR D I FIFTE TAODS%ND P SOS &P$.>repurchase the propert2 under such ter.6 There #as no response to petitioner<s letters dated Februar2 $4 and $.1 @hen the petitioner #as told that respondent did not allo# ?01r(-1.3 it sent a letter to respondent<s President reiteratin0 its offer to purchase the propert2. date of approval of our re5uest. $63-.. $63*. the proposal. althou0h the acceptance .ore ti. Court of Appeals .1*. conduct.. $63* #ithin #hich to redee. #as referred to the respondent<s .ativel2 and clearl2 .ust be absolute and . In this case.44': and -. or #ords of the acceptin0 part2 that clearl2 .444. #e #ill pa2 another FODR ADNDR D FIFTE TAODS%ND P SOS &P*.a2 be #ithdra#n: the #ithdra#al is effective i.*1. une5uivocal.a2 be sho#n b2 the acts..ent of account prepared b2 the S%MD statin0 that the net clai. . %n2 acceptance b2 the S%MD of
.ust be plain. of respondent as of =une /. The state. .iu...?.+4. petitioner had until Februar2 $1. There is no evidence that the S%MD #as authori7ed b2 respondent<s "oard of Directors to accept petitioner<s offer and sell the propert2 for P$.al acceptance is so re5uired.ediatel2 after its . Ao#ever. @ithin si9 .pt to end the ne0otiation bet#een the parties on a different basis.. re)em0(-o'. Dpon approval of our re5uest. it . #hen so. petitioner a0ain #rote respondent as follo#sB $.1*. advances on realt2 ta9es.444..ination to accept the offer to bu2 or sell. In A"elfa Properties.ade throu0h a letter dated %u0ust /.!onse5uentl2. $63* #asP$.ain branch for appropriate action..4. acceptance . or #ords of a part2 reco0ni7in0 the e9istence of the contract of sale.. The re.ust not 5ualif2 the ter. advances on insurance pre.44': /.*1 cannot be considered an un5ualified acceptance to petitioner<s offer to purchase the propert2.ethin0 is desired #hich is not e9actl2 #hat is proposed in the offer. Thus.
it shall be considered as part of the price and as proof of the perfection of the contract.. On =une 3. hence can be at .44.ended that petitioner be allo#ed to redee.ost considered as a counter(offer. 6. or connected #ith the perfor. $63*.+/ Thus.44 it had re. respondent<s acceptance of petitioner<s offer #as 5ualified.. This contention is li8e#ise ne0ated b2 the stipulation of facts #hich the parties entered into in the trial courtB 3.a2 authori7e another to do certain acts in his behalf.ended b2 the S%MD and to #hich petitioner had previousl2 confor.endation of S%MD for respondent to accept petitioner<s offer to purchase the propert2 for P$.erel2 a deposit to be applied as part of the purchase price of the propert2. @henever earnest .444.itted to respondent #as ?earnest .. Thus...ust be . If petitioner had accepted this counter(offer. 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.. but not in the course of.ected b2 respondent. a perfected contract of sale #ould have arisen: as it turns out.*1 reco.*1.. are held not bindin0 on the corporation.444. $*3/. in the event that respondent #ould approve the reco.+4. petitioner .. the Special %ssets Mana0e.one2 is 0iven in a contract of sale... The provision readsB %RT.. the rule is that the declarations of an individual director relatin0 to the affairs of the corporation.000 was accepted by PNB on the condition that the purchase price is still subject to the approval of the PNB Board .ect propert2. $63* to be P$..44 to PN" as deposit to repurchase the propert2.ade either b2 the board of directors or b2 a corporate a0ent dul2 authori7ed b2 the board.ed. The deposit of P725.. %iesehuan Freight Services..a2 the board of directors of a corporation validl2 dele0ate so. %bsent such valid dele0ation>authori7ation.endation for respondent to accept petitioner<s offer to repurchase the propert2 even be2ond the one(2ear period: it reco.1*. Respondent later approved the reco.ent of %ccount sho#in0 MM!!<s total liabilit2 to PN" as of =une /.1*. %s this !ourt ruled in AF #ealt$ %evelopment.+4.ended this a.444. respondent set the purchase price at P/.erel2 sou0ht to have the counter(offer reconsidered.one2? #hich could be considered as proof of the perfection of a contract of sale under %rticle $*3/ of the Ne# !ivil !ode.endation that the propert2 be sold to petitioner. In fine.444. Dnless and until the
.... MM!! paid P1/.++4.petitioner<s offer #ould not bind respondent. +$ It appears that the S%MD had prepared a reco.44 #as .*1 and reco.ent Depart. nc. so .ent &S%MD' of PN" prepared an updated State.of the !orporation !ode e9pressl2 provides that the corporate po#ers of all corporations shall be e9ercised b2 the board of directors.ount as the repurchase price of the sub.1*. "ut instead of the P$. ho#ever. contracts or acts of a corporation . vs..B+4 Section /.e of its functions to individual officers or a0ents appointed b2 it.. Thus. @e do not a0ree #ith petitioner<s contention that the P1/. nc. the P1/.1*.44 as the purchase price. the propert2 and pa2 P$.ance of authori7ed duties of such director.+4. $63*. This re5uest for reconsideration #ould later be re.+4. =ust as a natural person . On =une /.
interests and participation it .ect to the follo#in0 ter. %ll ta9es and other 0overn. The assailed decision is A22IRMED.an. to its a. In su. this a. That the sellin0 price shall be the total "an8<s clai.. see attached state.ect.(-$(3..44 alread2 deposited' #ithin si9t2 &+4' da2s fro.ents and science sta. That the sale shall be sub.ber 1.ended counter(offer. receipt of advice acceptin0 2our offer.pose to protect the interest of the "an8. the 0ivin0 of earnest .ent of respondent<s 5ualified acceptance.. 2our deposit shall be forfeited and the "an8 is thenceforth authori7ed to sell the propert2 to other interested parties. /44+.one2 cannot establish the e9istence of a perfected contract of sale. +.ents of a contract of sale. pa2able in cash &P1/. Ao#ever.. retired as of Dece.s and conditions that the Ce0al Depart.. etc. per its letter to petitioner dated =une *.6-$. +It appears that. ((. That 2ou shall underta8e at 2our o#n e9pense and account the e.ounted to an a. an" Chico'+a*ario. +* It appears that althou0h respondent re5uested petitioner to confor.a2 i.ect to such other ter. or an a. interests and participation and #aive 2our ri0ht to #arrant2 a0ainst eviction. !osts a0ainst petitioner Manila Metal !ontainer !orporation..'. the petition is DENIED. The "an8 sells onl2 #hatever ri0hts.-36.ent of the occupants of the propert2 sub. &nares'Santiago. That upon 2our failure to pa2 the balance of the purchase price #ithin si9t2 &+4' da2s fro. Pangani. no perfected contract of sale #ould arise.ents shall be borne b2 2ou: *. (..
. C..ps. -.entation date &pls. because #hile the respondent lo#ered the purchase price.ected and respondent offered to refund its P1/.(.ent i.ent of account as of .atel2 re.444.44 deposit. %bsent proof of the concurrence of all the essential ele. as #ell as e9penses includin0 costs of docu.ended counter(offer.ent .. transfer fees.s and conditionsB $. as of docu. )orking Chairperson.444.ect of the sale.a2 have in the propert2 and 2ou are char0ed #ith full 8no#led0e of the nature and e9tent of said ri0hts..s. petitioner refused and instead re5uested respondent to reconsider its a.ended counter(offer. concur. notice of approval: /.-. IN LIGHT O2 ALL THE 2OREGOING. Petitioner<s re5uest #as ulti. Austria'Martine*. SO ORDERED. if there are an2: . it still declared that its acceptance #as sub.ect propert2. then. the respondent had decided to accept the offer to purchase the propert2 for P$.e due on the propert2.posts due or to beco.end. to be incurred in connection #ith the e9ecution and re0istration of all coverin0 docu. $63.respondent accepted the offer on these ter. there #as no perfected contract of sale bet#een petitioner and respondent over the sub.