Doetrine '* __ Iti nat enough for the parties to agree on the price ofthe property. The parties must aso ‘agree on the manner of payment of the price ofthe property to give rise to a binding and enforceable contract of sale or contract to sell. This is so because the agreement as to the manner of payment {goes into the price, such that a disagreement on the manner of payment is tantamount to a failure to agree on the price, ‘© When an essental element of a contract is reserved for future agreement ofthe parties, ‘no legal obligation arises untl such future agreement is concluded. ShonEacts: ‘Sps Manalo are purported buyers of 2 lots sold by OBM (intial bank). In a letter-agreement, the total purchase price and 20% downpayment was agreed upon. Spouses Manalo began construction in the lt. When rights to lots was acquired by Boston bank from OBM, Boston Bank tried to slop construction Stating that the spouses did not have permission, stating that there was no valid Contract-o-Sell since the. manner of payment of the 80% balance was not agreed upon, therefore the “lelter-agreement” was not binding contract Facts: 4. Xaviervile Estate, Inc. (XE!) sold to OBM (inal bank-buyer) some residential lots in Xaviervile ‘subdivision, XEI became agent of the bank, and continued seling the residential lots. 2. Caros Mana, Jr. proposed to XEl, through its President Emerto Ramos(Ramos), that he will purchase two lots in the subdivision and offered as part of the downpayment the P34,887.66 that Ramos ‘owed him. XEl,through Ramos, agreed. 3. Ina letter-agreement dated August 22, 1972 to Perla Manalo (Carlos’ wife), Ramos confirmed the reservation of the lots. In the letter he also’ pegged the price ofthe lols at P348,060 with a 204 down ‘would then be signed on or before the same date, Peria Manalo conformed tothe letter agreement. 4. The spouses constructed a house on the property. They were notified of XEI's resumption of selling operations but they did not pay the balance of the downpayment because XE! failed to give them a contract of conditional sale. 5. XEI turned over its selling operations to OBM. Then, CBM (later renamed as Boston Bank) acquired the Xaviervile Estate from OBM. 6. CBM/Boston Bank requested Perla Manalo to stop any on-going construction on the property since she had no permission for such construction. Perla informed them that her husband had a contract with OBM, through XEl, to purchase the property. She promised to send CBM the documents but she failed to do so. 6. The spouses fled a complaint for damages and specific performance against bank to oblain contract. ‘The spouses alleged that upon their partial payment of the downpayment, they were entitled to the execution and delivery of a Deed of Absolute Sale covering the subject lots 7. RTC ruled in favor of spauses and ordered delivery of Deed of Sale of Io's, stating that letter agreement was a valid CTS. CA upheld ruling of RTC Issue: WON letter agreement was a valid contract to sell (CTS)? - NO. Held: NO. Contract is unenforceable because manner of payment of 80% balance has yet to be agreed upon. * Fora perfected contract of sale or contact to sell to exist in law, there must be an agreement of the parties, not only on the price of the property sold, but also on the manner the price is to be paid by the vendee, ‘* __ Prica is an essential element in the formation of a binding and enforceable contract of sale. In a contract to sell property by installments, itis nol enough that the parties agree on the price as well as the amount of downpayment. The patties must, likewise, agree on the manner of payment Of the balance of the purchase price and on the other terms and conditions relative to the sale. Even if the buyer makes a downpayment or portion thereof, such payment cannot be considered as sutficiont proof of the perfection of any purchase and sale between the parties.