(Jardine Davies Inc. v. Court of Appeals, G.R. No.

128066, 128069, [June 19,

2000])
Facts:
In November 1992, a bidding for the supply and installation of generators at
Purefoods Corporation was held. In a letter dated December 12, 1992, Purefoods
confirmed the award of the contract to Far East Mills Supply Corporation
(FEMSCO). Immediately, FEMSCO submitted the required performance bond
and contractor's all-risk insurance policy.
Later, however, in a letter dated December 22, 1992, Purefoods unilaterally
canceled the award and subsequently entered into a contract with Jardine Nell.
FEMSCO sued both Purefoods and Jardine: Purefoods for reneging on its
contract, and Jardine, for its unwarranted interference and inducement. The trial
court rendered judgment against Purefoods and dismissed the complaint against
Jardine. On appeal, the judgment against Purefoods was affirmed and the
dismissal of the complaint against Jardine, reversed. The motions for
reconsideration having been denied, Purefoods and Jardine resorted to this
action.
Contracts are perfected by mere consent, upon the acceptance by the offeree of
the offer made by the offeror. The bid proposals or quotations submitted by
FEMSCO are the offers. The December 12, 1992 letter of Purefoods to FEMSCO
constituted acceptance of respondent FEMSCO's offer as contemplated by law.
The tenor of the letter, i.e., "This will confirm that Pure Foods has awarded to your
firm (FEMSCO) the project," could not be more categorical.
Note: There was a conditional counter-offer and this was as well dealt with by
both parties [submission of the performance bond and contractor's all-risk
insurance was an implied acceptance.] BITCH: An acceptance may either be
express or implied, and this can be inferred from the contemporaneous and
subsequent acts of the contracting parties.

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While it may seem that Purefoods and Jardine connived to deceive Femsco,
there was no specific evidence on record to support such perception. Likewise,
there was no showing whatsoever that JARDINE induced PUREFOODS.
Issue: WON there existed a perfected contract between PUREFOODS and
FEMSCO; granting there existed a perfected contract, whether there is any
showing that JARDINE induced or connived with PUREFOODS to violate the
latter's contract with FEMSCO. the latter issue may not be needed but for fucks
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sake :p
Held: WHUT? A contract is defined as "a juridical convention manifested in legal
form, by virtue of which one or more persons bind themselves in favor of another
for others, or reciprocally, to the fulfillment of a prestation to give, to do, or not to
do." 4 There can be no contract unless the following requisites concur: (a)
consent of the contracting parties; (b) object certain which is the subject matter of
the contract; and, (c) cause of the obligation which is established.

A contract

binds both contracting parties and has the force of law between them.
Contracts are perfected by mere consent, upon the acceptance by the offeree of
the offer made by the offeror. From that moment, the parties are bound not only
to the fulfillment of what has been expressly stipulated but also to all the
consequences which, according to their nature, may be in keeping with good
faith, usage and law. 6 To produce a contract, the acceptance must not qualify the
terms of the offer. However, the acceptance may be express or implied. 7 For a
contract to arise, the acceptance must be made known to the offeror. Accordingly,
the acceptance can be withdrawn or revoked before it is made known to the
offeror.
In the instant case, there is no issue as regards the subject matter of the contract
and the cause of the obligation. The controversy lies in the consent whether
there was an acceptance of the offer, and if so, if it was communicated, thereby
perfecting the contract.

Quite obviously, the 12 December 1992 letter of petitioner PUREFOODS to

FEMSCO

constituted

acceptance

of

respondent

FEMSCO's

offer

as

contemplated by law. The tenor of the letter, i.e., "This will confirm that Pure
Foods has awarded to your firm (FEMSCO) the project," could not be more
categorical. FUCK PUREFOODS!
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Hence, by the unilateral cancellation of the contract, the defendant (petitioner

PURE FOODS) has acted with bad faith and this was further aggravated by the
subsequent inking of a contract between defendant Purefoods and erstwhile codefendant Jardine. It is very evident that Purefoods thought that by the expedient
means of merely writing a letter would automatically cancel or nullify the existing
contract entered into by both parties after a process of bidding. This, to the
Court's mind, is a flagrant violation of the express provisions of the law and is
contrary to fair and just dealings to which every man is due. CAUSE TORTS!
NO SHIT FOR JARDINE CAUSE INSUFFICIENT EVIDENCE. I LOVE JUDGE
WAGAN!