ZAYCO v.

SERRA
G.R. No. 18335 | January 10, 1923
Art. 1319: Must be absolute

Facts:
● Appellant Lorenzo Zayco and appellee Salvador Serra entered into a contract, whereby the latter
gave the former an option to buy the Palma Central for P1M.
● Included in this contract is the provision that Zayco has a maximum period of 3 years to
complete his payment should he have insufficient funds, provided he gives a security to Serra to
guarantee full payment.
● On June 28, 1919, Zayco sent a letter to Serra placing to the latter the disposal of a cash order of
BPI amounting to P100K as part payment for Palma Central. In the said letter, Zayco also
demanded the execution of the deed of sale.
● Serra had knowledge of the letter on June 30, 1919. However, Serra wrote to Zayco’s attorney
on July 15, informing him that the option contract was cancelled and annulled.
● On June 30, Zayco already brought suit against Serra to compel him to execute the deed of sale
and payment of P50K damages. Serra, in his answer, stated that the option contract did not
specify the part of the price that was to be paid in cash and the part which was to be paid in 3
years.
● Demurrers were filed causing various amendments in the complaint. Accordingly, the last
amended complaint contained an allegation that a stipulation was made by Zayco and Serra that
P100K was the portion of the selling price be paid in cash.
● Serra denied all the allegations in the complaint. Subsequently, Zayco filed a supplemental
complaint in which it alleged that Serra sold the Palma Central to 3 other individuals (Whitaker,
Concepcion and De Luzuriaga) for the sum of P1.5M without the knowledge of Zayco.
● Zayco prayed in his complaint that the Palma Central be sold to him and therefore be preferred
over any other purchaser. The court a quo rendered judgment in favor of Serra. Hence, this
petition.

Issue:
● Whether or not the contract of sale between Zayco and Serra was perfected.

Ruling:
● NO​. There was no perfected contract of sale between Zayco and Serra. Zayco did not absolutely
accepted the offer made by Serra.
● In order for the acceptance to perfect a contract, such must be plain and unconditional. The
contract will not be perfected if such acceptance involves any new proposal, for in that case it
would not mean conformity with the offer. Conformity with the offer shall give rise to the
perfection of the contract.
● In this case, according to the terms of the offer, if the total of the agreed price of P1M could not
be paid in cash, the balance was to be paid within a period not exceeding three years. This
means that a part of this price was to be paid in cash. However, ​the amount of this first payment
was not determined​. Consequently, when Zayco accepted the offer, tendering the sum of P100K
as first payment (i.e. cash order of BPI), his acceptance ​involved a proposal​, which was not
 included in the initial offer made by Serra. This proposal, in turn, required acceptance on the
part of Serra.
● Zayco's acceptance did not imply conformity with the offer of Serra, but only when the latter
shall, in turn, have accepted his proposal that the amount to be paid in cash was P100,000. Not
only was this not accepted by Serra, but Serra cancelled his offer on July 15, 1919.
● Additionally, it was attempted to prove that subsequent to the option contract, Zayco and Serra
agreed that the amount of the 1​st payment to be made in cash should be P100K (included in the
discussion of the last amended complaint; 2​nd par. of facts). However, the letter containing such
agreement was not introduced as evidence, and was alleged to be lost. Testimonies of Zayco and
others were used as secondary evidence, but such were found uncertain and contradictory on
many points.*

Doctrine:
● For any contract to be perfected, the offer must be certain ​and the acceptance absolute​. A
qualified acceptance (similar to what Zayco made in this case) constitutes a counter-offer, and
therefore will not give birth to the perfection of a contract.

*Might be asked by Atty, although this is more on the matter of evidence presented during trial.