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Sps. Luis V. Cruz v. Sps. Alejandro Fernando, Sr. (G.R.

Moreover, Article 1475 of the Code further provides that the contract
No. 145470) of sale is perfected at the moment there is a meeting of the minds upon
the thing which is the object of the contract and upon the price.
FACTS: In a contract of sale, the title to the property passess to the vendee
upon the delivery of the thing sold, as distinguished from a contract to
Petitioners are occupants of the front portion of a property in Baliuag, sell where ownership is reserved in the vendor and is not to pass to the
Bulacan. In 1994, respondents filed RTC a complaint for accion vendee until the payment of the purchase price.
publiciana against petitioners, demanding the latter to vacate the
premises and pay the rentals. In the given case, the Kasunduan provides, among others, that the
Gloriosos agreed to sell petitioners a portion of the property and the
Respondent alleged that prior to their acquisition of the property, the right of way thereof. However, no agreement to the manner of
original owners, in a Kasunduan, offered to sell the property to payment of purchase price was stated. Hence, the Kasunduan is a
petitioners but the latter failed to purchase it, hence, they were the ones mere offer to sell and not a contract of sale since the manner of
who bought it. payment of purchase price is an essential element of a contract of sale.

Petitioners filed a motion to dismiss but the RTC dismissed it for lack Therefore, the Kasunduan is a contract to sell.
of merit. They assert that the Kasunduan is perfected contract of sale,
hence, respondents are buyers in bad faith having bought that portion
of the property despite the knowledge of the prior sale to them. alejandro-fernando-sr-g-r-no-145470/
However, the RTC ruled in favor of respondents. On appeal before the
CA, the appelate court affirmed the decision of the RTC. Hence, this
present case.


Whether or not the said Kasunduan is a mere offer to sell or a

perfected contract of sale?


The Court held No.

Under Article 1458 of the Civil Code, a contract of sale is a contract

by which one of the contracting prties obligates himself to transfer the
ownership and to deliver a determinate thing, and the other, to pay
therefor a price certain in money or its equivalent.


Petitioner rejected this since PNB has already accepted
its downpayment so it can no longer increase the price.
MANILA METAL CONTAINER CORP VS. PNB PNB also rejected petitioners payment for the balance.
Petitioner filed a complaint against PNB for Annulment of
Price (Sales) Mortgage and Mortgage Foreclosure, Delivery of Title, or Specific
Earnest Money (Sales) Performance with Damages
CA affirmed RTC: Favored PNB and demanded that it refund
FACTS: the 725,000 php (no sale because no meeting of the minds in terms
Manila Metal Corp. executed a real estate mortgage (TCT. of price)
32098) as a security for its loan from PNB amounting to 900,000 Lot was later transferred to its PNB President Bayani Gabriel
php, later on 1,000,000 php and 653,000 php Petitioner filed a petition for certiorari
Aug. 5, 1982: PNB filed a petition for extrajudicial foreclosure
for the property to be sold at a public auction 911,532.21 php ISSUE:
(outstanding as of June 30) + interest + attorney's fees 1. W/N the statement of account by SAMD is only a
Sept. 2, 1982: PNB won the public auction at 1,000,000 php recommendation subject to the approval of the BOD - YES
Feb. 17, 1983: Certificate of Sale was issued and registered at 2. W/N there was a contract of sale - NO
the Registry of Deeds and was annotated at the dorsal portion of 3. W/N earnest money establishes a contract of sale NO
the title (Redeemable until Feb 17,1983)
Petitioner requested 1 year extension until Feb 17,1984 but was HELD:
rejected by PNB saying it is their policy not to accept partial Denied. Costs Against Petitioner.
redemption 1. YES
Jun. 1,1984: Since petitioner failed to redeem, TCT. 32098 was Art. 1318 of NCC:
cancelled and a new title was issued in favor of PNB no contract unless the following requisites concur:
Meanwhile, Special Assets Management Department (SAMD) Consent of the contracting parties;
had prepared a statement of account as of Jun 25,1984 amounting Object certain which is the subject matter of the
to 1,574,560.47 php (bid price + interest + advances of insurance contract;
premiums + advances on relaty taxes + reg. exp. +misc. exp + Cause of the obligation which is established
piblication cost) The fixing of the price can never be left to the decision of one
Petitioner deposited 725,000 php as deposit to repurchase and of the contracting parties. But a price fixed by one of the
was issued an O.R. contracting parties, if accepted by the other, gives rise to a
PNB management rejected the recommendation of SAMD and perfected sale.
demanded that petitioner pay the markt value of 2,660,000 php. When there is merely an offer by one party without acceptance
Jun 24, 1984: PNB informed petitioner that its B.O.D had of the other, there is no contract.
agreed to accept its offer to purchase but at 1,931,389.53 less the
725,000 php. 2. NO
PNB President did not conform to the letter but merely Section 23 of the Corporation Code:
indicated that he has received it.
corporate powers of all corporations shall be exercised officers and agents when authorized by:
by the board of directors. Just as a natural person may authorize a board resolution;or
another to do certain acts in his behalf, so may the board of its by-laws
directors of a corporation validly delegate some of its functions to
individual officers or agents appointed by it. Thus, contracts or 3. NO
acts of a corporation must be made either by the board of directors ART. 1482. Whenever earnest money is given in a contract of
or by a corporate agent duly authorized by the board. Absent such sale, it shall be considered as part of the price and as proof of the
valid delegation/authorization, the rule is that the declarations of perfection of the contract
an individual director relating to the affairs of the corporation, but The deposit of P725,000 was accepted by PNB on the
not in the course of, or connected with the performance of condition that the purchase price is still subject to the approval of
authorized duties of such director, are held not binding on the the PNB Board
corporation. Absent proof of the concurrence of all the essential elements of
a corporation can only execute its powers and transact its a contract of sale, the giving of earnest money cannot establish the
business through its: existence of a perfected contract of sale.
Board of Directors