Essential Requisites

Case No. 26 – Tutoy

Malbarosa vs. CA, G.R. No. 125761
Facts:
Malbarosa decided to retire as president and general manager of Philtectic. He was offered a
compensation package consisting of a company vehicle and stocks at a value which he felt was
not compensatory of the amount he deserved. When he decided to accept the offer, he failed to
communicate his acceptance prior to the Company’s withdrawal of the offer.

Issue: WON there was a valid acceptance on Malbarosa's part of the letter-offer of respondent.

Ruling:
No. Malabarosa communicated his acceptance only after the knowledge of revocation or
withdrawal of his offer. He failed to transmit his conformity while the offer was subsisting. An
acceptance which is not made in the manner prescribed by the offeror is not effective but
constitutes a counter-offer which the offeror may accept or reject.

Main Point:
Consent is manifested by meeting of the offer and the acceptance upon the thing and the cause
which are to constitute the contract. Such acceptance must be absolute, unconditional, and
without variance of any sort from the offer when made known to the offeror. An acceptance not
made in the manner prescribed is not effective but constitutes a counter-offer.