Young Scholars
Academy, Inc. v. Erlina Magalong
G.R. No. 264452
June 19, 2024
FACTS:
Sometime
in 2014, Reynaldo Cabansag, YSAI’s representative entered into an Offer to
Purchase with Magalong. In their agreement, YSAI offered to buy the 240-sqm. Subject
property for P2M. YSAI paid P40K as earnest money, as evidence by a BDO check.
Thereafter, Magalong deposited the check in her bank account and undertook to
deliver certified true copies of the title, tax declaration, and vicinity/lot
plan within a month or earlier, from the date of the execution of the
agreement. Magalong, however, only provided certifications for the payment of
real property tax and tax declaration of the property. Magalong requested among
others, for another document with a lower purchase price, which would allow her
to pay a lower capital gains tax. YSAI refused Magalong’s request, and instead
furnished Magalong with a draft copy of a proposed Revised Agreement. Magalong
signified her intention to decline the offer to purchase of YSAI. She sought to
enforce the provision stating that the earnest money is refundable without need
of demand in case of decline to accept the Offer or failure to submit the
aforesaid documents. In another letter, Magalong returned the earnest money of
P40K evidence by a PNB check. YSAI reached out to Magalong several times, but
the latter refused to negotiate. YSAI likewise sent a demand letter to which
Magalong did not respond. In all, Magalong denied that there was a perfected
contract of sale because there was no meeting of the minds on the manner of
payment of the purchase price of the subject property.
ISSUE:
Whether
or not there was a valid contract of sale.
HELD:
No. The
parties reached an impasse regarding the manner or terms of payment, thus
negating mutual consent necessary for a valid contract of sale. Sale is a
consensual contract because it is perfected by mere consent of the parties.
Under the New Civil Code, Article 1458, in relation to Article 1318, the
essential elements of a contract of sale are the following:
a)
Consent or meeting of the minds, that is,
consent to transfer ownership in exchange for the price;
b)
Determinate subject matter; and
c)
Price certain in money or its equivalent.
Thus, the mutual agreement of the parties on the subject
matter of the sale and its price is sufficient for a valid contract of sale.
We find
that the negotiations for the subject property were initiated by a formal offer
from YSAI through its representative. In the course of negotiations between
YSAI and Magalong, there is a clear absence of mutual agreement for a valid contract
of sale. Evidence on record show, that the parties were only at the negotiation
stage of the contract, that a counter-offer on the manner of payment was made
by Magalong, and that the offer was eventually declined by Magalong.
While
YSAI argued that the Revised Agreement is an implied acceptance of Magalong’s
counter-offer, We find that the acceptance was not communicated to Magalong as
required by law. Acceptance made by letter or telegram does not bind the offerer
except from the time it came to his knowledge. The contract, in such a case, is
presumed to have been entered into in the place where the offer was made. We
rule that YSAI’s implied acceptance of Magalong’s counter-offer through the
Revised Agreement is not binding on the latter and did not produce a valid
contract of sale between the parties. As it stands, there is no proof or
evidence to substantiate such claim.
No comments:
Post a Comment