DIGNOS VS.

COURT OF APPEALS
G.R. No. L-59266
Petitioner: Silvestre Dignos and Isabel Lumungsod
Respondents: Court of Appeals and Atilano G. Jabil
Ponente: J. Bidin
FACTS:
On February 29, 1988, the Dignos spouses filed an appeal seeking the reversal on the
Court Decision of Case No. 23-L, entitled Atilano G. Jabil vs. Silvestre T.Dignos and
Isabela Lumungsog de Dignos, and Panfilo Jabalde (Attorney in fact of the Cabigas
spouses). The petition, which was filed on the SC Third Division Manila, alleged the
following:
a) The Dignos spouses own a parcel of land (Lot No. 3453) located at Opon, Lapu-
Lapu City;
b) The said owners of the land sold it to Atilano G. Jabil for P28,000, in which it
was subject to two installments of P12,000, in which it should be paid at the First
Insular Bank of Cebu, and the next installment of P4,000 should be paid on or
before September 15, 1965;
c) The Dignos spouses sold the same parcel of land, in which they were in favor to,
to Luciano Cabigas and Jovita L. De Cabigas (US Citizens) for P35,000;
d) A deed of absolute sale was executed, which was registered in the Office of the
Register of Deeds, in favor of the Cabigas spouses;
e) The Court Decision dated on August 25, 1972 stated that the contract between
the Dignos spouses and Cabigas spouses is null and void ab initio, and the
contract between the Dignos spouses and Jabil is not rescinded;
f) Furthermore, Jabil was ordered to pay P16,000 to the Dignos spouses upon the
execution of the Deed of Absolute Sale when the decision of the case is
adjourned, and was ordered by Panfilo Jabalde to reimburse the spouses for the
expenses of the hollow block fence constructed in the property.
The petitioner filed an appeal, stating that the CA incorrectly interpreted the
contract, it being a contract of promise to sell instead of contract as an absolute
sale. Moreover, the petitioner claims that the notice of rescission is ineffective since
it has not been judicially demanded nor is it a notarial act.
The SC and CA denies this petition due to lack of merit.
ISSUES:
1. Whether or not subject contract is a deed of absolute sale or a contract lot sell?
2. Whether or not there was a valid rescission thereof?
RULING:
1. Yes, the contract is a deed of absolute sale. The Dignos spouses repeatedly
reiterated that the contract was only a contract promising to sell and that the
transfer of ownership will only occur after full payment, however, the contract was
neither a Deed of Conditional Sale nor there was a stipulation that there is no
 such provision in the contact reserving the property’s title on the vendors nor
does it allow them the ability to unilaterally withdraw the contract if the balance is
not paid within a set amount of time. To further counter the claims of the
Spouses, according to Article 1458, in which it states the elements of a valid
contract under sale, all elements were present in creation of the contract. Also,
the Dignos spouses already transferred the ownership to Jabil on March 27,
1965, in which the petitioner spouses admitted to the fact on such action.

2. No, the rescission of the contract between the Dignos spouses and Jabil is not
valid. The petitioner spouses didn’t notify Jabil of rescinding the contract nor filing
a case to rescind the sale. Even though the Dignos spouses claimed that
Cipriano Amistad, which they alleged as an agent of Jabil, informing the spouses
to not go to the house of the respondent due to the lack of funds to pay for the
land and that they should sell the land to someone else. However, it was not
proven by the petitioners that Amistad is a legitimate agent of the respondent and
that Jabil denied any involvement regarding the situation. Even though the
petitioners gave emphasis on the fact that Jabil have no money on the stipulated
date of payment, the Court states that Jabil has a balance of P4,000 and was
only late for one month. It’s further solidified that it is not a sufficient ground for
the recission of the contract since the essence of the agreement is not time-
bound.

Hence, SC and CA denied the petition. CA’s decision is affirmed in toto.

LIMKETKAI SONS MILLING VS. COURT OF APPEALS
G.R. No. 118509
Petitioner: Limketkai Sons Milling Inc.
Respondents: Court of Appeals, Bank of the Philippine Islands, and National Book Store
Ponente: J. Melo
FACTS:
On December 1, 1995, Limketkai Sons Milling Inc. filed an instant petition to confirm
whether there was a perfection of contract between the exchange of the petitioner and
the respondents, BPI and NBS. The petition, which was filed on SC Manila, Third
Division, alleged the following:
a) On May 14, 1976, Philippines Remnants Co. Inc. delegated BPI as its trustee
manage and sell its real estate property of 33,056 s.q. located at Barrio Bagong
Ilog, Pasig, Metro Manila which was covered by Transfer Certificate (Title No.
493122);
b) On June 23, 1988, Pedro Revilla Jr. who was a licensed state broker was
delegated as an agent to sell the lot for P1,000;
c) On July 8, 1988, the petitioner’s officials and the broker were given permission to
enter the disputed property, which they were entertained by BPI’s Vice President
Albano and Asst. Vice Present Aromin;
d) Both parties agreed that the petitioner shall pay P1,000 per square meter and
shall be paid in cash;
e) Petitioner asked if they could pay in terms, in which BPI denied since the
agreement stipulates it should be paid in cash, but Albano stated that the
installment payment may be approved;
f) On July 11, 1988, Alfonso Lim wrote to Albano embodying the payment initially of
10% and the remaining 90% within a period of 90 days;
g) On July 18, 1988, the payment of P33,056,000 by the petitioner was to Albano
was refused due to his reason of “the authority of selling the unit was withdrawn
to him”;
h) BPI informed in the court on August 25, 1988 that the property was sold under
NBS on July 14, 1989;
i) On June 10, 1991, the case was dismissed in favor of the petitioner under the
fact that the Deed of Sale between BPI and NBS is null and void, in which the
court ordered the Register of Deeds to cancel the Transfer Certificate of Title in
favor of NBS and instead delegate it in favor of Limketkai and BPI to give the
disputed land to the Lim brothers after paying the aforementioned P33,056,000;
j) Moreso, both BPI and NBS are ordered to pay jointly and severally the petitioner
for the damages they caused, which amounted to P10,000,000 and P150,000 as
attorney’s fees and litigation expenses, both with interest at 12% per annum from
date hereof.
However, the decision was appealed by the Court of Appeals on August 12, 1994, in
which the petitioner raised its issues regarding the case.
The SC and CA reversed the decision.
ISSUES:
1. Whether or not was there a meeting of the minds between petitioner Limketkai
and respondent BPI as to the subject matter of the contract and the cause of
obligation?
2. Whether or not were the bank officials involved in the transaction authorized by
BPI to enter into the questioned contract?
3. Whether or not is there competent and admissible evidence to support the
alleged meeting of the minds?
4. Whether or not was the sale of the disputed land to the NBS during the pendency
of trial effected in good faith?
RULING:
1. Yes, there was a meeting of the minds between the petitioner and respondent.
The perfection of sale already occurred on July 11, 1988, due to the fact that BPI
authorized Pedro Revilla as the sales broker of the property to sell the said object
for P1,000 per square meter. Moreover, the owner of the land itself already
confirmed the authorization of BPI to having an agent in selling the land. Both the
petitioner and Revilla also has an agreement that the former shall buy the land
and was able to formally inform BPI that he was able to procure a buyer, in which
was further solidified when Aromin allowed the involved parties to inspect the
disputed land. Petitioner claimed that the contract was perfected on July 11,
1988, in which the respondents denied the claim because they were “not
authorized” to sell the aforementioned property. The actions of both parties itself
constitutes that there is an intention of exchange between them, and the blatant
denial of the respondents has no any basis.

2. Yes, the bank officials are authorized by BPI to enter into the contact. Firstly,
Revilla, the broker, was already given authority by both the owner of the land,
Philippine Remnants, and the trustee, BPI on June 23, 1988. Him acting on his
volition to choose the buyer (in which it was on a first come, first serve basis), is
valid and it doesn’t cause for the deed of sale to the Limketkai to be invalid.
Moreover, even though it is not stated in the contract that Revilla was supposed
to look for a buyer, it still is technically valid because there’s no other buyer
contending for the land. Revilla acted as the agent, hence he acted like he was
BPI itself, in which BPI countered that there was a need of the approval of a
Trust Committee. However, the committee mentioned was inconsistent in nature
and that it doesn’t have to pass on regular transactions. Secondly, Aromin was
the BPI Asst. Vice President and Trust Officer of the aforementioned committee.
Meaning, even if they did hold on to the claim that there is still a need of
approval, the actions of Aromin itself would be an approval as he was involved in
the perfection of the contract. Moreover, it is proven that Aromin acted out in
good faith in selling the property as there was no proof that him and the
petitioners have known each other before the disputed event. Moreover, there
was a fact that the company withdrew Aromin and his team the authority to buy
 and sell the property, in which that he indeed had authority ab initio, as you
cannot withdraw something or someone if they aren’t there in the first place.
Furthermore, he was fired from his position due to “poor performance” by the
company which occurred after his testimony. This proves that BPI was acting out
in bad faith and didn’t like the testimony given by Aromin.

3. Yes, there are several competent evidence to support the meeting of the minds.
Even though there is no solemn contract pertaining to the sale of the disputed
land, the evidence shows the meeting of minds itself. Also, it is proven that there
was a meeting of minds between the two parties if basing it on the phases of a
contract. In preparation, wherein the petitioner’s parties and Revilla after
bargaining with each other, agreed with the exchange of the land costing P1,000.
Meanwhile, the perfection occurred when Aromin and Albano agreed to sell the
land to the Lim brothers. According to Article 1403 of the Civil Code, it is not
necessary to have a written contract of sale as long as there is evidence of a
memorandum or a written note pertaining to the sale of the real property.
Meaning, even though there is no written contract or as countered by NBS, that
the deed has to be signed and notarized, the sale is still valid. Furthermore, there
are profuse notes and memorandums presented by the petitioners proving that
there is indeed a meeting of the minds, which are as follows:

3.1. (Ex. P.) Letter of Kenneth Rich Awad to Aromin which states the
authorization given to the latter together with the given price and
2% commission with the instruction that the sale should be on cash
basis;
3.2. (Ex. B) An authority to sell was issued by BPI to Revilla
representing Assetrade Co. with the given price which was
changed after the offer was not accepted by Technoland;
3.3. (Ex. C) A letter of authority written by Aromin, in which stated
allowing the petitioner’s party and Revilla to enter the disputed
property for inspection;
3.4. (Ex. D) Revilla has written a formal letter informing BPI that he has
found a buyer of the property;
3.5. (Ex. E) Alfonso Lim wrote a letter addressed to Albano confirming
the transaction;
3.6. The petitioner has presented a check amounting to P33,056,000
covered by Check No. CA 510883 to the bank on July 18, 1988;
3.7. (Ex. S) Zamora instructed Mr. Aromin on July 1, 1988 in a letter to
resubmit new offers only if there is no transaction closed with
Assetrade Co there is no transaction closed with Assetrade Co

With the cross-examination between two parties, it is shown that the witnesses of
the petitioners and Revilla were deemed as credible, whereas the respondents’
witnesses were evasive and hesitant to give answers. It also doesn’t help that
BPI and NBS’s testimonies contradicted each other.
4. No, the sale of the disputed land to the NBS was acted in bad faith. First, NBS
ignored the lis pendens, meaning suit pending, on the title of the land. The
petitioner cited evidence that BPI and NBS conspired to act fraud so that the
former can’t buy the disputed property, in which the first one was that the
exchange was directly done between the top executives of BPI rather than hiring
an authorized broker. Moreover, BPI Senior Vice President Edmundo Barcelon
admitted that he’s friends with Alfredo Ramos, NBS’s President, which has a
substantial influence on the sale, in which they would have lunch together and
included in the discussion is the selling of the land. Also, NBS intimidated the
petitioner, using George Feliciano to bribe the latter P5,000,000 (which was
raised to P7,000,000) to give up the disputed property, in which the petitioner
declined the bribery despite numerous and increasing offers. Lastly, despite the
buildings in the area permanent and big in nature, NBS only constructed a
warehouse that is simply bolted and can easily be removed in the property. With
the cited evidence in mind, it is solidified that the contract between BPI and NBS
is formed out of bad faith.

Hence, the CA reversed its judgement and was set aside. The decision of RTC NCR
was reinstated in favor of Limketkai Sons Milling except for the P10,000,000
damages which was deleted.
TRADERS ROYAL BANK VS. CUIZON LUMBER CO.
G.R. No. 174286
Petitioner: Traders Royal Bank
Respondents: Cuison Lumber Co. Inc., and Josefa Jerodias VDA. De Cuison
Ponente: J. Brion
FACTS:
On June 5, 2009, TRB filed a request to review the decision and resolution of the CA-
G.R. CV No. 49900, in which ruled favor of the current respondents of the case, CLCI
and Josefa Jerodias VDA. The petition, which was filed on SC Manila, Second Division,
alleged the following:
a) On July 14,1978 and December 9, 1979, CLCI, notably Roman Cuison Sr. took
out two loans from the bank, with the bank securing the land as real estate
mortgage, which is the subject property of the case (Transfer Certificate of Title
No. 10282);
b) Cuison failed to pay for the loan, in which the bank extrajudicially issued a
foreclose on the subject property;
c) On August 1, 1985, TRB acquired the asset being its highest bidder and was
given the Certificate of Sale and a Sheriff’s Final Certificate of Sale;
d) On July 31, 1986, Mrs. Cuison expressed her inclination in repurchasing the
property in a correspondence addressed to the Officer-in-Charge of TRB,
Remedios Calaguas;
e) Stated in the letter that Mrs. Cuison shall pay P132,832.35 on August 8, 1986,
20% of the bid price (P949,632.84 plus accrued interest) within 60 days from the
initial payment, and the remaining balance shall be subject to amortization for 5
years on equal monthly installments;
f) On August 8, 1986, CLCI paid the bank P50,000 and P85,000 on September 3,
1986, in which the bank accepted the money and acknowledged it as “earnest
money”;
g) On October 20, 1986, TRB sent Atty. Cuison the October 10, 1986 resolution of
the TRB Repurchase Agreement, which consists of 12 paragraphs, in which the
respondents didn’t sign;
h) CLCI was not able to comply with the terms stated on the TRB-RA;
i) On February 3, 1987, CLCI issued a check for P135,091.57 (50% of the 20% bid
price), but the check was returned due to insufficiency of funds;
j) On May 13, 1987, CLCI paid an additional P50,000;
k) On May 29, 1987, CLCI stated that the P185,000 was not a deposit but rather is
an earnest money under TRB-RA;
l) Atty. Cuison requested to the bank on a letter on August 28, 1987, for the
obligation to be reduced from P1,221,075.61 to P1,000,000, with the remaining
amount shall be condoned by the bank;
m) On August 28, 1987, CLCI paid P100,000 and P200,000 as to show commitment
to the request;
n) After a year, CLCI asked for the progress of their request, in which TRB
responded that it is still under review at the bank’s Manila office;
 o) On September 30, 1988, the bank offered to resell the property for P3,000,000,
in which failure to make a formal offer within 15 days means that the bank shall
sell the property to a third-party;
p) On October 26, 1988, CLCI offered P1,500,000, justifying that they already
tended P400,000 as earnest money;
q) CLCI claimed that the bank didn’t recognize the given amounts (P140,485.18,
P200,000, and P100,000) to be earnest money, in which they claimed the bank
broke the agreement;
r) The bank insisted and offered to return the sum less the unremitted rentals on
the subject property, in which CLCI and Mrs. Cuison filed a complaint on
February 10, 1989, alleging the bank of breach of contract, specific
performances, damages, and attorney’s fees against TRB;
s) On November 4, the decision states that TRB shall “execute and consummate a
Contract to Sell” which reflects the actual consideration of the resolution held on
October 10, 1986, to pay CLCI P50,000 in moral damages, P20,000 as
exemplary damages, P20,000 attorney’s fees, and P2,000 litigation expenses.
The petitioner filed an appeal, in which they stated there was no perfected contract
and the bank has the right to revoke the agreement and apply the payments to rental
due to the respondents still using the subject property since CLCI violated the terms
and conditions of the contract. Moreover, the bank asserted that CLCI abandoned
the agreement when the respondents proposed to repurchase the asset for
P1,500,000 and P1,000,000 respectively.
The SC and CA reversed and set aside the decision.
ISSUES:
1. Whether or not a perfected contract of repurchase existed?
2. Whether or not the contract can be enforced between parties?
RULING:
1. Yes, a perfected contract of repurchase existed between two parties. With the
actions conducted by both parties, it is heavily implied that there is a meeting of
minds between them. CA declared there is a meeting of minds due to the facts
that Mrs. Cuison through the letter she sent on July 31, 1986 that she wanted to
repurchase the subject property and was able to pay P50,000 as partial payment
of the promised amount, in which TRB responded on October 20, 1986 which
contained the resolution mentioned before. The action of both parties is declared
as an act of preparation, in which Mrs. Cuison initiated with an offer, and the
response of TRB can be interpreted as accepting the proposal offer. However,
TRB argues that the contract was not signed by the respondents (reason being
that CLCI didn’t agree with the implementation of the transaction since the bank
committed a mistake on the computation) and that therefore the repurchase
agreement is not valid. But then, this argument is refuted by their actions, as they
would still continue correspondence with the respondents, in which they
themselves recognizes the agreement, more so that they accepted the payments
of “earnest money”. Therefore, the court concluded that there was indeed a
 meeting of minds between both parties, either because the bank accepted
CLCI’s offer or CLCI’s implied acceptance by its initial payments in compliance
with TRB-RA. To further solidify the argument, the resolution dated October 10,
1986 expressed its acceptance of Mrs. Cuison’s offer and released a counter-
offer to her. Moreover, CLCI’s continuous correspondence and payment means
that they too acknowledge that the agreement was partially executed.

2. No, the contract cannot be enforced between parties. Even though the contract is
perfected, it is still a fact that CLCI didn’t follow the terms of condition stated
under the TRB-RA, specifically the failure to pay on time. Moreover, it is
previously stated that the bank shall forfeit the offer if the respondents failed to
make a formal offer within 15 days and shall cancel the TRB-RA agreement, in
which CLCI was late for 26 days. It is also stated in the contract, notably
paragraph 11, the basis for the right to cancel for breach by the petitioner:

“Upon default of the buyer to pay two (2) successive quarterly installments,
contract is automatically cancelled at the Bank’s option and all payments already
made shall be treated as rentals or as liquidated damages;”

Moreover, it is stipulated in the TRB-RA that the subject propety’s title shall
remain with the bank until the payment is fulfilled, however, failure to pay is not
exactly a ground for breaching a contract, but rather only prevents TRB-RA to
give the title of the subject property.

Nonetheless, CLCI still failed to obliged in the due date set by the TRB-RA in
which they agreed on. As the paragraph 2 and 10 of the contract states:

“That client shall initially pay P132,000 within fifteen (15) days from the expiration
of the redemption period (August 8, 1986) and further payment of P200,632.84
representing 20% of the bid price to be remitted on or before October 31, 1986”

“That the first quarterly installment shall be due within ninety (90) days of
approval hereof, and the succeeding installment shall be due every three (3)
months thereafter”

Basing it in the agreement, it is therefore concluded that the contract is defaulted

due to CLCI failure to pay within the stipulated period. However, CLCI argues
that the payment they have done is wrongfully delegated to the payment of
interest and penalties, in which the paragraph 4 of the TRB-RA refutes the
argument:

“That all the interest and other charges starting from August 8, 1986 to date of
approval shall be paid first before implementation of the request; interest as of
October 31, 1986 is P65,669.53;”
 Also, the respondents implies their acknowledgement of the cancellation of the
TRB-RA, since they didn’t comply with the obligation for one whole year and
failed to inquire to the bank within that period of the status of their request for
condonation. Even though the bank offered to the CLCI P3,000,000, it is
acknowledged that this is not TRB-RA agreement anymore, but rather an
agreement different of its own, and the action of counter-offering of the
respondents implies that they know this for a fact.
Hence, the CA reversed its judgement and was set aside. CLCI was ordered to pay
rental fees of P1,123,500 representing the accrued rent as of August 8, 1993, less
P485,000 which were the deposits made by the respondents. Moreover, CLCI is
ordered to pay P13,700 a month by way of rentals starting from August 8, 1993 until
they vacate the subject property. The rentals shall earn a corresponding legal interest of
six percent (6%) per annum to be computed from April 20, 1989 until the finality of this
decision. After the decision becomes final, the rate of interest shall be computed at
twelve percent (12%) per annum from such finality until its satisfaction.
MANILA METAL CONTAINER CORP. VS. PHILIPPINE NATIONAL BANK (PNB)
G.R. No. 166862
Petitioner: Manila Metal Container Corporation, Reynaldo C. Tolentino (Intervenor)
Respondents: Philippine National Bank, DMCI-Project Developers Inc. (Intervenor)
Ponente: J. Callejo, Sr.
FACTS:
On December 20, 2006, the petitioner filed a petition to review on certiorari the decision
of the CA in CA-G.R. No. 46153, in which it stated its decision in C.C. No. 58551 and its
Resolution denying the motion of reconsideration. The petition, which was filed at SC
Manila, First Division, alleged the following:
a) MMCC owned an 8,015 square meter located in Mandaluyong, Metro Manila,
covered by Transfer Certificate of Title No. 332098 of the Registry of Deeds of
Rizal;
b) MMMC attained a real estate mortgage over the disputed land in order to secure
a P900,000 to PNB;
c) After expanding the credit accommodation to P1,000,000 by the respondents and
amending the mortgage, MMCC secured another loan of P653,000 from PNB,
payable in quarter installments of P32,650 plus interest and other charges;
d) On August 5, 1982, PNB filed a petition for extrajudicial foreclosure of the
property and has planned to sell the said asset for P911,532.21, which were the
petitioner’s outstanding obligation;
e) On September 28, 1982, the subject property was sold on a public auction,
where PNB was declared the winning bidder for P1,000,000 and received the
Certificate of Sale together with the registry of the land with an annotation of
February 17, 1983, which was the start of the period to redeem the property for a
year;
f) On August 25, 1983, MMCC requested to PNB for an extension to repurchase
the property;
g) On August 30, 1983, PNB informed the petitioner that their request has been
referred to its Pasay City Branch for appropriate action and recommendation;
h) On February 10, 1984, MMCC once again informed of the respondents of their
request, but then, personnel of the PNB from the Pasay City branch informed
them that the bank doesn’t accept “partial redemption”;
i) On June 1, 1984, Register of Deeds cancelled TCT No. 332098 and issued a
new title in favor of PNB, however, the offers of MMCC are yet to be answered
by the respondents;
j) Special Assets Management Department (SAMD) issued a Statement of Account
and on June 25, 1984, it has included MMCC’s obligation to PNB which
amounted to P1,056,924,50
k) After such, MMCC paid P725,000 as a “deposit to repurchase” and an official
receipt (O.R. #978191) was issued;
l) SAMD advised PNB to allow for the petitioner to repurchase the property for
P1,574,560;
m) On November 14, 1984, PNB informed MMCC that they rejected the offer and
recommendation of SAMD, further suggested that MMCC should purchase the
 disputed land for P2,660,000 (minimum market value), in which they will wait until
December 15, 1986, otherwise, they will return the P750,000 deposit and would
be sold to other parties;
n) On December 12, 1984, MMCC requested again for reconsideration;
o) On December 28, 1984, in response to the petitioner, PNB asserted its offer
price and informed that they will return the deposit price if MMCC would withdraw
its offer;
p) On February 25, 1985, MMCC once again asked for reconsideration since they
already agreed with SAMD to repurchase the property for P1,574,560.47, hence,
the payment of P725,000;
q) On June 4, 1985, PNB informed MMCC that the PNB Board of Directors agreed
to sell the property to the petitioner but for P1,931,389.53 in cash less the
P725,000;
r) In page 2 of the letter, the name of the president of PNB, Paolo Gabriel, was
affixed but there’s no signature and only stated that he only received it;
s) On June 30, 1988, since MMCC didn’t responded, PNB requested for them to
send an amended offer to repurchase;
t) On July 14, 1988, MMCC rejected PNB’s proposal and asserted that they already
accepted to sell the property in accordance to SAMD’s recommended price, and
that they accepted the P725,000 in lieu to its obligation with a remaining balance
of P643,452.34;
u) However, on August 1, 1989, PNB rejected MMCC’s offer to pay the remaining
balance;
The petitioner filed a complaint against respondent PNB for "Annulment of Mortgage
and Mortgage Foreclosure, Delivery of Title, or Specific Performance with
Damages", in which they stated that PNB already accepted the down payment of
P725,000 for the repurchase price of P1,574,560.47 as approved by SAMD and the
acceptance of the respondent implies that they agree with the repurchase price and
they cannot take advantage of their own delay to increase the interest with the
consent of MMCC. Moreover, MMCC prayed that judgment may be in favor of them,
in which that the Amended Real Estate Mortgage be null and void and without any
legal force and effect, the extrajudicial foreclosure and selling of the property be null
and void, to reinstate the TCT No. 37025 back to MMCC, for PNB to deliver physical
possession of TCT No. 37025, and for PNB to pay for damages. However, PNB
asserted that they already have the ownership of the property after the period to
redeem has elapsed and there is no perfected contract of sale between them. While
the case is pending, the petitioners refused to evacuate the property within 15 days
of notice. Numerous offers were made by the petitioner to PNB (P3,500,000 on
March 18,1993, in which PNB stated that the market value of the disputed property
is approximately P30,000,000 and they cannot sell it below market value,
P4,250,000 on June 21, 1993) in which were all rejected. On March 31, 1994, the
court dismissed the case and ordered PNB to return the P725,000 deposit made by
the petitioner and ruled that there is no perfected contract of sale between parties
since there was no meeting of minds, which was further affirmed on March 11, 2000
by CA.
 The SC denied the petition.

ISSUES:
Whether or not petitioner and respondent PNB had entered into a perfected contract for
petitioner to repurchase the property from respondent?

RULING:
No, there was no perfected contract for MMCC to repurchase the property from PNB.
Firstly, there was no meeting of minds between parties, merely just proposals. In their
several correspondences, only offers and counter-offers are made and although
negotiations are important in the creation of a contract of sale, it is not the sole basis to
assume that there is a contract of sale already created as there is no agreement of the
final price for the property. Moreover, after MMCC asked PNB to re-amend its counter-
offer, PNB reject its request and offered to return the P725,000. It is solidified by Article
1318 of the New Civil Code, in which it establishes the requisites of a contract, and that
any lacking of such requisite means that it is not binding. Second, even though PNB
accepted the P725,000 deposit from MMCC in lieu to SAMD’s recommendation, it is still
subject to approval by the Boards, and the acceptance was not absolute but rather on
the condition that the purchase price would still be approved by its Board of Directors.
SAMD was the one to propose the P1,574,560 price of the property and not PNB itself,
which in fact is not an agent of PNB. Meaning, they have no capacity to sell the assets,
nor are they allowed to enter contracts involving the respondents. It is also
acknowledged by the petitioners that SAMD has no power to stand for PNB and has no
right to be the one to counter-offer, but merely just recommended the price and not
solidified the final repurchasing price. It is supported by Section 23 of the Corporation
Code; the corporate powers of all corporations shall be exercised by the board of
directors and through its authorized agents and officers. Moreover, the Statement of
Account issued by SAMD as of June 25, 1984 cannot constitute as a counter-offer as it
is merely stating MMCC’s due obligation.
Hence, SC denied its petition and affirmed the assailed decision. Costs against
petitioner Manila Metal Container Corporation.
CAMACHO VS. COURT OF APPEALS
G.R. No. 127520
Petitioner: Aurora Fe B. Camacho
Respondents: Court of Appeals and Angeline Banzon
Ponente: J. Callejo, Sr.
FACTS:
On February 9, 2007, Aurora Fe B. Camacho filed a petition to review for certiorari of
the decision of CA in CA-G.R. CV No. 41268 affirming with modification the Decision of
the RTC of Balanga, Bataan, Branch 1. The petition, which was filed at SC Manila, Third
Division, alleged the following:
a) The petitioner owned a parcel of land which is 7.5 hectares wide (Lot 261)
located at Balanga, Bataan and is under TCT No. T-10,185;
b) On July 14, 1968, Camacho and Atty. Banzon entered in to a contract for legal
services entitled “Contract of Attorney’s Fees” in which the contract states that
the subject property will be the location of the proposed Balanga Public Market,
to sell the 1,200 sqm land for P24,000 beside the market site, and to perform all
the legal phase incidental to this work and that the contract further stipulates that
Camacho shall pay Atty. Banzon 5,000 sqm.
c) On the same date, Atty. Banzon offered the three sites including Lot 261 to the
municipal council while Camacho exercised the Special Power of Attorney in
order for the respondent to sign the Deed of Donation to transfer the 17,000 sqm
portion of Lot 261 on her behalf, which was accepted later on by the municipal
under Municipal Resolution No. 127;
d) On August 22, 1968, Silvestre Tuanzon and the petitioner entered in to a
“Agreement with Voluntary Surrender”, in which it stipulates that Tuanzon will
surrender its rights as a tenant;
e) However, Tuanzon plowed a portion of the land and refused to vacate the land,
in which it resulted to Camacho together with Municipality of Balanga to file a
complaint for forcible entry dated November 18, 1969 (Civil Case No. 424);
f) The case was won by the petitioner and Tuanzon was ordered to vacate the lot,
in which the case was moved to higher courts due to the absence of transcript, in
which the RTC ordered Tuanzon to not enter the property until further orders of
the court;
g) Camacho and Atty. Banzon entered in to a “Agreement to Stay Court Order” on
September 1, 1973, in which it allows Tuanzon to cultivate in specific portions of
the land indicated by both parties and to use the market’s water supply for
irrigation of his plants, however expressed that the contract should not affect the
case and that it is not a tenantship;
h) Camacho filed a Manifestation in C.C. No. 3512 on December 6, 1973, stating
that she has terminated Atty. Banzon’s services and is now engaged with Atty.
Victor De La Serna’s services;
i) On December 17, 1973, Atty. Banzon filed a Complaint-in-Intervention (C.C. No.
3512), in which he alleged that Camacho was supposed to pay him for the
services rendered 5,000 sqm of Lot 261 under their agreement, more so that the
petitioner orally binded herself to give Atty. Banzon 1,000 sqm as attorney’s fee
 and that Camacho didn’t respond to his request to deliver the said subjects, in
which he further stated that he handled 7 cases of Camacho, 4 were decided in
her favor and 3 were pending;
j) In response to Atty. Banzon’s actions, Camacho denied that she had seek Atty
Banzon’s services but was instead approached and convinced her to donate
such, and that she only signed the contract because the former said so.
Moreover, she denied the allegation that she promised Atty. Banzon the 1,000
sqm land as attorney’s fees and that she was not a party of the cases he cited;
k) Atty. Banzon asserted that the Balanga Municipal Council Resolution No. 128
was enacted due to his actions;
l) Camacho and Tuanzon entered in to a Compromise Agreement on August 14,
1977, in which both parties agreed to transfer 1,000 sqm portion of Lot 261-B to
Tuanzon and for Tuanzon to dismiss C.C. 3805 and remove all improvements
outside the portion of the property, in which RTC manifested its partial decision
approving the agreement;
m) On September 1, 1992, RTC rendered a decision in favor of Atty. Banzon, in
which it states that Camacho shall deliver the 5,000 sqm stated in the contract,
that the motion to dismiss the intervenor from the case as unjustified, pay and
deliver the 1,000 sqm, to deliver to intervenor under a Provisional Deed of Sale
which must be executed, 80 square meters of the subject property, Lot 261-B-1
or any other derivative sublots of the original Lot 261 in case of deficiency, after
payment of the balance of the purchase price, and to pay Atty. Banzon moral
damages of P100,000, attorney’s fees of P30,000, and costs of the case;
n) Camacho filed an appeal on CA, in which the CA modified the ruling on October
29, 1996, in which it affirmed the decision and the court ordered that they shall
deliver the subject property to Atty. Banzon within 30 days;
o) CA issued a resolution in which the current petitioner, Aurora Fe Camacho
substituted for Aurora B. Camacho, who has passed away;
The petitioner asserted that the decisions made by the court were only conclusions
that lack any cited evidences. Moreover, she stated that the subject property to be
given (5,000 sqm) was not specified, therefore, the issue of the property is its
identity. Also, Camacho claimed that the pirating of the municipality’s market project
and expelled Tuanzon as tenant of the property to convert the area into commercial
establishment is illegal. In addition, the petitioner claimed that the intervenor didn’t
ask for the moral damages payment since he didn’t ask for it, and that the rewarding
of the 1,000 sqm in favor to the intervenor by the CA was wrong.
The SC and CA affirmed the decision with modification.
ISSUES:
1. Whether or not intervenor can be awarded a favorable judgement despite
absence of any findings of fact in the decision which show that he was able to
prove that his material allegations upon which he basis his claim under contract
of attorney’s fee, Exh. C, especially Par. 7 of the complaint-in-intervention? Can
the burden of proving the due execution of contract Exh. C be shifted to plaintiff
Camacho without violating Sect. 1 Rule 131, of the rules of the court?
 2. Whether or not the Court of Appeals correctly apply the Provision of Art. 1246 of
the Civil Code to the instant case in ruling that contract Exh. C is valid as to
object? Will the decision requiring the delivery of 5,000 square meters of Lot 261
based on the said Art. 1246, in which intervenor cannot demand a thing of
superior quality and neither can plaintiff Camacho deliver a thing of inferior
quality, be susceptible of implementation without need of a new contract or
agreement between the parties? If so, will that not all the more prove that the
object of contract Exh. C is indeterminate pursuant to Art. 1349 of the Civil
Code?
3. Whether or not the Court of Appeals was in a position to proclaim the legality or
illegality of the alleged contract without first revealing or setting forth the real
nature of this or these undertakings based on the allegations and testimonies of
intervenor. Hence, whether or not the two undertakings in contract Exh. C are
lawful?
4. Whether or not the Court of Appeals commit a grave abuse of discretion by
treating like a matter out of record the alleged reasons of plaintiff Camacho for
dismissing intervenor as her counsel in the case at bar, which were enumerated
and discussed on pages 42-60 of her appellant’s brief, Annex B, and which were
principally and specifically covered in her third assignment of errors and
considering that one of these alleged reasons also constitute plaintiff Camacho’s
counterclaim for which she is seeking moral damages of P100,000? Did not the
Court of Appeals commit grave abuse of discretion in representing plaintiff
Camacho’s third assigned error as referring merely to the issue of whether or not
the award of moral damages to intervenor is justified? Was not plaintiff Camacho
thereby deprived of her constitutional right to due process of law?
5. Whether or not the award of 1,000 sqm of Lot 261 attorney’s fee for alleged
handling of seven cases has any legal basis considering that there is no showing
in the decision that the oral contract alleged by intervenor to be the basis of the
said attorney’s fee was duly proven?
RULING:
1. Yes, the intervenor can be awarded a favorable judgement. It is already known
for a fact that Camacho and Atty. Banzon entered in to a contract named
“Contract of Attorney’s Fees”, in which even Camacho admits the existence of
the agreement. Moreover, in lieu to Art. 1305 of the New Civil Code, there was a
meeting of minds between the two parties due to both of them signing the
contract. Meaning, the signature of Camacho is in itself a consent from her. Even
though Atty. Banzon expressed that the contract was “for formality” and
assuming that he intended to malign the intentions of the contract itself, the court
insisted that Camacho should’ve read the contract properly and she couldn’t use
the defense that she can’t comprehend what’s written in the contract because
she is in fact an experienced businesswoman, a dentistry graduate, and is
familiar with speaking in English. Moreover, the CA deemed the contract to be
straightforward and that Camacho can’t plead she didn’t understand what’s
stipulated in the contract. It is further solidified through Camacho’s actions that
she indeed gave consent to the contract, therefore, Camacho was indeed bound.
2. Yes, the Court of Appeals didn’t err on applying Art. 1246. Even though the
contract failed to determine which exact part of Lot 261 should be given to Atty.
Banzon, it is still indeed certain. It is further proven by Articles 1349 and 1460,
which expressly states:
Article 1349. The object of every contract must be determinate as to its kind. The
fact that the quantity is not determinate shall not be an obstacle to the existence
of the contract, provided it is possible to determine the same, without the need of
a new contract between the parties.
Article 1460. A thing is determinate when it is particularly designated and/or
physically segregated from all others of the same class. The requisite that a thing
be determinate is satisfied if at the time the contract is entered into, the thing is
capable of being made determinate without the necessity of a new or further
agreement between the parties.
Meaning, it was an error for both parties to determine which exact location is to
be given, but it still doesn’t indicate the absence of the object to deem the
contract as void.
3. Yes, the Court of Appeals has the position to deem whether the contract is legal
or illegal. The contract that Camacho and Atty. Banzon entered in to is not illegal,
as the contract was not contrary to laws, morals, good customs, public order, or
public policy. This is due to the fact that the contract’s terms were to for Atty.
Banzon to negotiate with the municipal of Balanga for the transfer of the
proposed new public market to Lot 261, to take legal action to those who
unlawfully occupy the property, and to execute the necessary papers to
consummate the transaction. Also, the portions of land she gave was due to
payment for services. Moreover, the accusation of “pirating” the market project of
the municipality is baseless, because the construction of the market was already
approved by the Municipal Council of Balanga, Development Bank of the
Philippines, and National Urban Planning Commission. Camacho already
consented to donate the 17,000 sqm and also to sell the 1,200 sqm beside the
mentioned land.

4. No. It is another baseless accusation made by Camacho, as there is no any

evidence that Banzon intended to damage her and that the CA considered
Camacho’s allegations as mere honest difference of opinions. Moreover, with the
breach of contract and delays made by Camacho to the payment case in which is
interpreted as bad faith, the CA deems the moral damages to the intervenor be
just.

5. No, there is no legal basis. As shown by the evidence, there was monetary
payments made on the cases handled by Atty. Banzon, which are: Civil Case No.
C-1773 for P10,000, Civil Case No. 424 for P1,000, CAR Case No. 278-B’70 for
P2,000, CAR Case No. 520-B’73 for P5,000, and Civil Case No. 3281 for P5,000.
With this, it is proven that the respondent is not entitled to the 1,000 sqm as there
 was already a given fee to Atty. Banzon and that the rendition of professional
services is not gratuitous.

Hence, CA affirmed its decision with the modification of deleting the 1,000 sqm portion
of Lot 261 as award to Angeline Banzon as attorney’s fees.