Ace Foods, Inc vs.

Micro Pacific Technologies Co LTD

G.R. No. 200602. December 11, 2013
PERLAS-BERNABE, J.:
Facts:
MTCL, engaged in the supply of computer hardware and equipment, sent a letter-
proposal for the delivery and sale of subject products to be installed at various offices of ACE
Foods. Later, ACE issued Purchase Order No. 100023 for the subject products amounting to
P646,464.00. MTCL delivered the said products to ACE Foods and installed and configured in
ACE Foods’ premises. However, MTCL’s demands to pay the purchase price was unheeded.
Instead of paying the purchase price, ACE Foods sent MTCL a Letter stating that they are
returning the products. ACE filed a complaint praying that MTCL pull out the products since it
breached its after delivery services obligations which the RTC granted ruling that the agreement
was a contract to sell, that the prospective seller explicitly reserves the transfer of title to the
prospective buyer, and said transfer is conditioned upon the full payment of the purchase price.
However, CA reversed the decision and ruled that the agreement was a contract of sale,
observing that the said contract had been perfected from the time ACE Foods sent the Purchase
Order to MTCL which, in turn, delivered the subject products covered by the Invoice Receipt
and subsequently installed and configured them in ACE Foods’ premises observing that the said
contract had been perfected from the time ACE Foods sent the Purchase Order to MTCL which,
in turn, delivered the subject products covered by the Invoice Receipt and subsequently installed
and configured them in ACE Foods’ premises. Thus, this petition.
Issue:
Whether ACE Foods should pay MTCL the purchase price for the subject products?
Rule of law:
Article 1475
Application:
The Court concurs with the CA that the parties have agreed to a contract of sale and not
to a contract to sell as adjudged by the RTC. Bearing in mind its consensual nature, a contract of
sale had been perfected at the precise moment ACE Foods, as evinced by its act of sending
MTCL the Purchase Order, accepted the latter’s proposal to sell the subject products in
consideration of the purchase price of P646,464.00. From that point in time, the reciprocal
obligations of the parties — i.e., on the one hand, of MTCL to deliver the said products to ACE
Foods, and, on the other hand, of ACE Foods to pay the purchase price therefor within thirty (30)
days from delivery — already arose and consequently may be demanded
Conclusion:
WHEREFORE, the petition is DENIED. The decision of CA is affirmed