Yuvienco

vs. Dacuycuy, 104 SCRA 668, May 27, 1981, Barredo, J.:

DOCTRINE: Article 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.

FACTS: The petitioner, in essence, said that while it is true that they did express willingness to sell private
respondents the subject property for Php6,500,000 provided the latter made known their own decision to buy
it not later than July 31, 1978. When the petitioners’ representative went to Cebu City with a prepared and
duly signed contract for the purpose of perfecting and consummating the transaction, respondents and said
representative found variance between the terms of payment stipulated in the prepared document and what
respondents had in mind, hence the bankdraft which respondents were delivering to petitioners’
representative was returned and the document remained unsigned by respondents.

The variance was about the terms and conditions in relation to the payment of said purchase price. The
respondent alleged that without giving notice to the petitioners, the mode of payment was changed with
respect to the balance of P4,500,000.00 by imposing upon plaintiffs to pay same amount within thirty (30) days
from execution of the contract instead of the former term of ninety (90) days. Hence, the action for specific
performance was filed by the respondent.

What we have now is a petition for certiorari and prohibition to declare void for being in grave abuse of
discretion the orders of respondent judge dated November 2, 1978 and August 29, 1980, in Civil Case No. 5759
of the Court of First Instance of Leyte, which denied the motion filed by petitioners to dismiss the complaint of
private respondents for specific performance of an alleged agreement of sale of real property, the said motion
being based on the grounds that the respondents’ complaint states no cause of action and/or that the claim
alleged therein is unenforceable under the Statute of Frauds.

ISSUE: Whether or not there was a perfected contract of sale between the parties.

RULING: No, there was no perfected contract of sale yet because it was still under negotiation. As such, there
was no meeting of the minds.

What we consider as more important and truly decisive is what is the correct juridical significance of the
telegram of respondents instructing Atty. Gamboa to “proceed to Tacloban to negotiate details.” We underline
the word “negotiate” advisedly, because to our mind it is the key word that negates and makes it legally
impossible for us to hold that respondents’ acceptance of petitioners’ offer, assuming that it was a “certain”
offer indeed, was the “absolute” one that Article 1319 requires. Importantly, it must be borne in mind that Yao
King Ong’s telegram simply says “we agree to buy property”. It does not necessarily connote acceptance of the
price but instead suggests that the details were to be subject of negotiation.

With regard to the alleged violation of terms of payment, there was no written document to prove that the
respondents agreed to pay not in cash but in installment. In sale of real property, payment of installment must
be in requisite of a note under the Statute of Frauds.

In the foregoing premises, We find no alternative than to render judgment in favor of petitioners in this
certiorari and prohibition case. We consider it as sufficiently a grave abuse of discretion warranting the special
civil actions herein the failure of respondent judge to properly apply the laws on perfection of contracts in
relation to the Statute of Frauds and the pertinent rules of pleading and practice.