PADERES VS C.A.

( 463 s 504 )
FACTS:
 On Sept. 14,1982, Manila Int’l Construction Corp. (MICC) executed a real estate mortgage over 21 registered
parcels of land including the improvements thereon in favor of Banco Filipino Savings and Mortgage Bank in
order to secure a loan of P 1,885,000.00. the mortgage was registered with the Registry of Deeds.
 On Aug. 1983, MICC sold the lot together with the house to the spouses Paderes and on Jan. 1984, MICC
sold the house to the spouses Bergado. Neither sale was registered, however.
 On Jan, 1985, MICC failed to settle its obligation which prompted Banco Filipino to file a petition for the
extrajudicial foreclosure of MICC’s mortgage, and was declared the highest bidder.
 No redemption of the foreclosed mortgage having been made within the reglementary period. Carlota
Valenzuela, the then liquidator of Banco Filipino filed an exparte petition for the issuance of a writ of
possession of the foreclosed properties, and after the hearing, the petition was granted.
 Instead of vacating, petitioners filed a separate petitions assailing the validity of the writ of possession.

ISSUE:
1) WON Petitioner’s right as purchaser in good faith, are superior to that of Banco Filipino? NO
2) WON the agreement between petitioners and the bank had been reached? NO

HELD:
1) Under Art 1312, in contracts creating a real rights, third person who come into possession of the object of the
contract are bound thereby, subject to the provisions of the Mortgage Law and the Land Registration Laws.
- In this case, the purchases took place after MICC’s mortgage to Banco Filipino had been registered in
accordance with Art. 2125 of the Civil Code and the provisions of P.D. 1529. A real right or lien in favor of
Banco Filipino had already been established, subsisting over the properties until the discharge of the principal
obligation, whoever the possessor of the land might be.
- As transferees of mortgagor MICC, petitioner merely stepped into its shoes and are necessarily bound to
acknowledge and respect the mortgage it had earlier executed in favor of Banco Filipino.
2)- Under Art 1318, there is no contract unless the following requisites concur:
1) Consent of the contracting parties;
2) object certain which is the subject matter of the contract;
3) Cause of the obligation which is established.
- Consent is further defined in Art. 1319, consent is manifested by the meeting of the offer and the acceptance
upon the thing and the cause which are to constitute the contract. The offer must be certain and the
acceptance absolute. A qualified acceptance constitutes a counter offer. Acceptance made by letter or
telegram does not bind the offerer except from the time it came to his knowledge. The contract, in such a
case, is presumed to have been entered into in the place where the offer was made.
- In this case, it reveals the absence of both a definite offer and an absolute acceptance of any definite offer by
any of the parties. The letters signed by petitioners counsel made it clear that any proposal by the bank would
be subject to further action on the part of petitioner. The letter signed by the Dacasin, Asst. VP of Banco
Filipino, merely invited petitioners for further negotiations and does not contain a recognition of petitioners
claimed right of redemption or a definite offer to sell the properties back to them. It is clear from No. 1 of the
same letter, that petitioner did not accept Banco Filipino’s valuation of the properties at P7,500.00 per sq.m
and intended to have the amount renegotiated. Moreover, petitioner’s letter of Nov. 8, 1996 does not contain
the concurrence of Ms. Dacasin or any authorized agent. Where the alleged contract document was signed by
only one party and the record shows that the other party did not execute or sign the same, there is no
perfected contract.
 JARDINE DAVIES., INC. VS C.A.
( 333 s 648 )
FACTS:
 The controversy started in 1992 at the height of the power crisis. To remedy further losses due to the series of
power failures, petitioner Pure Foods Corp. decided to install two 1500kw generators in its food processing
plant in Marikina City.
 A bidding for the supply and installation of the generators was held. Out of the 8 prospective bidders, only 3
bidders, namely, respondent Far East Mills Supply Corp., Monark and Advance Power submitted bid
proposals.
 Purefoods confirmed the award of the contract to FEMSCO in a letter dated Dec 12 1992.
 Immediately, FEMSCO submitted the required performance bond in the amount of P1,841,187.90 and
contractor’s all-risk insurance policy in the amount of P6,137,293.00 which Purefoods acknowledge it.
 FEMSCO started the project by purchasing the necessary materials. Purefoods on the other hand returned
FEMSCO’s Bidder’s bond in the amount of P1M as requested.
 Later, however, Purefoods Senior Vice Pres. Dimayuga unilaterally cancelled the award as significant factors
were uncovered.
 FEMSCO protested and sought a meeting with Purefoods. However, before the matter could be resolved,
Purefoods already awarded the project with Jardine Nell, a division of Jardine Davies, Inc. which was not one
of the bidders.
 FEMSCO sued both Purefoods for reneging on its contract, and Jardine for its unwarranted interference and
inducement.
 Purefoods contented that the letter to FEMSCO was not an acceptance of the latter’s bid proposal and award
of the project but more of a qualified acceptance constituting a counter-offer. Since Purefoods never received
FEMSCO’s conforme, it is within reason to revoke its qualified acceptance or counter-offer. Hence, no
contract was perfected.
 Jardine asserted that the record are bereft of any showing that it had prior knowledge of the supposed contract
between Purefoods and FEMSCO.

ISSUE:
1) WON there existed a perfected contract between Purefoods and FEMSCO? YES
2) WON Jardine induced or connived with Purefoods to violate the latter’s contract with FEMSCO? NO

HELD:
- A contract is defined as “a juridical convention manifested in legal form, by virtue of which one or more
persons bind themselves in favor of another or others, or reciprocally, to the fulfillment of a prestation to
give, to do or not to do”.
- Under Art. 1318, there can be no contract unless the following requisites concur:
a) Consent of the contracting parties
b) Object certain which is the subject matter of the contract.
c) Cause of the obligation which is established
- Under Art.1315, contracts are perfected by mere consent, upon the acceptance by the offeree of the offer
made by the offeror. From that moment, the parties are bound not only to the fulfillment of what has been
expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with
good faith, usage and law.
- To produce a contract, the acceptance must not quality the terms of the offer. However, the acceptance may
be express or implied. For a contract to arise, the acceptance must be made known to the offeror.
Accordingly, the acceptance can be withdrawn or revoked before it is made known to the offeror.
1) Under Art 1326 provides that “advertisements for bidders are simply invitation to make proposals. According,
the terms and conditions of the bidding disseminated by petitioner Purefoods constitutes the “advertisement”
to bid on the project. The bid proposals submitted by the respondent FEMSCO is the offer, and the reply of
petitioner Purefoods, the acceptance or rejection of the respective offers.
- The Dec 12 1992 letter of Purefoods to FEMSCO constituted acceptance of FEMSCO’s offer, wherein “the
basic terms & conditions” were imposed on the performance of the obligation rather than on the perfection of
the contract. The acknowledgement of Purefoods of FEMSCO’s performance bond and contractor’s all-risk
insurance and its return to FEMSCO’s bidders bond was concrete manifestation of its knowledge that
 FEMSCO indeed consented to the conditional counter-offer. The contract is perfected. FEMSCO’s conforme
would only be a mere surplusage.
- By the unilateral cancellation of the contract, Purefoods has acted with bad faith and this was further
aggravated by the subsequent inking of a contract between Purefoods & Jardine.
2) – There is no showing the petitioner Jardine induced Purefoods. The similarity in design submitted by Jardine
& FEMSCO, and the tender of a lower quotation by petitioner Jardine are insufficient to show that indeed
induced Purefoods to violate its contract with respondent FEMSCO.

SOLER VS C.A.
( 358 s 557 )
FACTS:
 Petitioner Jasmin Soler is a fine Arts graduate of UST and a well known licensed professional interior
designer. Her friend Rosario Pardo asked her to talk to Nida Lopez, Combank’s manager, who planned to
renovate the branch offices.
 During her meeting, Soler was hesitant to accept the job because of her many out of town commitments and
the fact that Lopez was asking the designs be submitted, which was a short notice.
 Lopez insisted and Soler acceded to the request and Lopez assured her she would be compensated for her
services.
 Soler’s professional fee was P10k to which Lopez acceded. Soler hired and paid engineers, architecs and
draftsmen to help her make the blueprint for the intended renovation. She also contracted for suppliers for the
materials that she will be using. The lay-out and the design were submitted to lopez who told petitioner that
she liked the designs. Subsequently, petitioner repeatedly demanded payment for her services but Lopez just
ignored the demands.
 When they saw each other at the Cultural center, Lopez said that Soler was not entitled to it because her
designs did not conform to the bank’s policy of having a standard design, and there was no agreement
between her and the bank.
 Petitioner referred the matter to her lawyer and demand again for payment but was ignored. Another letter
was sent demanding the return of the blueprint copies submitted by Soler which Lopez refused to return. This
prompted Soler to file a complaint against Combank and Lopez for collection of professional fees &
damages.
 Combank stated that there was no contract between Combank and petitoner and that Lopez merely invited
Soler to participate in a bid for the renovation, and that any proposal was still subject to the approval of the
Combank’s head office.
 The RTC rendered a decision in favor of Soler while the C.A. reversed the decision and ruled that there was
no contract as the bank never gave its consent.

ISSUE:
1) WON there was a perfected contract between petitoner Soler and respondents Combank and Nida Lopez?
YES
2) WON Nida Lopez had authority to bind the bank in the transaction? YES

HELD:
1) Under Art 1305, a contract is a meeting of the minds between two persons whereby one binds himself to give
something or to render some service.
- Under Art 1318, there is no contract unless the following requisites concur:
1) consent of the contracting parties;
2) object certain which is the subject matter of the contract; and
 3) cause of the obligation which is established.
- A contract undergoes 3 stages:
a)Preparation, conception or generation, which is the period of negotiation and bargaining, ending at
the moment of agreement of the parties;
b) Perfection or birth of the contract, which is the moment when the parties come to agree on the
terms of the contract; and
c)Consummation or death, which is the fulfillment or performance of the terms agreed upon in the
contract.
- In this case, there was a perfected oral contract. The first stage, when Lopez and petitioner met and discussed
the details of the work. The second stage, when thay agreed to the payment of the P10k as professional fee of
petitioner and that she should give the designs before the board meeting of the bank. The third stage, when
finally petitoner gave the designs to lopez, the contract was consummated
2) The discussion between Soler and Lopez was to the effect that she had authority to engage the services of
Soler, by giving specifications for the blueprints, Lopez was aware that petitioner hired the services of people
to help her, and Lopez even insisted that the designs be rushed in time for presentation to the bank.