Rosenstock v.

Burke
G.R. No. 20732           September 26, 1924

C. W. ROSENSTOCK, as administrator of the estate of H. W. ELSER, plaintiff-appellant,

vs.
EDWIN BURKE, defendant-appellant.
THE COOPER COMPANY, intervenor-appellee.

AVANCEÑA, J.

FACTS

A letter began as follows: “In connection with the yacht Bonzewing, I am in position and
am willing to entertain the purchase of it under the following terms.”

ISSUE

Was there an offer here that was certain, an offer which, if accepeted, could compel the
writer to really buy the yatch?

HELD

No, because here the offer was neither definite nor certain. Said the Supreme Court:
“To convey the idea of a resolution to purchase, a man of ordinary intelligence and
common culture would use these clear and simple words: ‘I offer to purchase,’ I want to
purchase,’ ‘I am in position to purchase…’ It must be presumed that a man in his
transactions in good faith used the best means of expressing his mind that his
intelligence and culture so permit as to convey and exteriorize his will faithfully and
unequivocally. The word ‘entertain’ applied to an act does not mean the resolution to
perform said act. It was not a definite or certain offer, but a mere invitation to a proposal
being made to him, which might be accepted by him or not.”

Note: if two are offered, but they are independent of each other (such as a sale of a
parcel of land, and the lease of an automobile), acceptance of one does not imply
acceptance of the other. BUT if one contract depends upon another, like a contract of
loan provided it is secured by a contract or mortgage, it is essential that there be an
agreement on BOTH transactions. Otherwise, there can be as yet no meeting of the
minds.