G.R. No.

73918 December 21, 1987

Tong Brothers Co. v. Intermediate Apellate Court and Juliano and Company

Topic: Perfection of a Contract

Facts:

On December 1974, the Juliano and Comp. brought the Zamboanga-J to the defendant-appellant's
backyard. The defendant-appellant asked for a deposit of 15,000 but even it was not yet paid, they dry-
docked the vessel. The payment of the 15,000 was paid in the form of 2 checks as initial deposit for the
said repair. On the ground that the petitioner did not complete all the work necessary, essential and
indespensable to rendering the vessel seaworthy resulting in its deterioration and total loss, the
respondent filed a complaint against the petitioner . The CFI of Cotabato held in favor of the private
respondent.

It was appealed on the higher court , petioner contended that before accepting the job, it wanted to
have the respondent sign a written contract with an initial down payment of 50,000. Moreover, the
removal of the rudders and pulling out of the tail shafts with propellers were standard operating
procedures to inspect the condition. It did not amount to the commencement of the repair of the vessel
or partial compliance with a contract to repair the vessel. The series of their communication from Jan. 14
to 28 1975 through telegrams showed that there was no perfected contract to repair the vessel.

Issue: Whether or not there was a perfected contract between the petioner and the respondent to
repair the vessel of Zamboanga-J.

Ruling: There was not yet meeting of the minds as to the cause of contract. The SC ruled that the lower
court committed revisible error. It was shown through the telegram that the petitioner had not yet
consented to the contract and the fact that the private respondent ignored the telegram, confirms that
there was no perfected contract to repair Zamboanga-J.

Art. 1319 of CC provides that:

"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."