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TOYOTA SHAW, INC.vs.COURT OF APPEALS and LUNA money or its equivalent.

A contract of sale may be absolute


L. SOSA or conditional. And with that, The contract of sale is
perfected at the moment there is a meeting of minds
G.R. No. L-116650 May 23, 1999 upon the thing which is the object of the contract and
upon the price. From that moment, the parties may
FACTS: Sometime in June 1989, Sosa and his son, Gilbert, reciprocally demand performance, subject to the
went to the Toyota Office to purchase a Toyota Lite Ace provisions of the law governing the form of
which they will use in their provincial visit in Marinduque. contracts of Art. 1475.
He was able to transact with a certain Popong Bernardo who
represented himself as sales representative of Toyota. Then The said VSP is not a contract of sale. No obligation on the
and there, Bernardo was able to assure Sosa that a unit part of Toyota to transfer ownership of a determinate thing
would be ready for pick up which made the latter signed the to Sosa and no correlative obligation on the part of the
so-called Agreements between Mr. Sosa and Popong latter to pay therefor a price certain appears therein. This
Bernardio of Toyota Shaw, Inc (VSP) in which a P100K Court had already ruled that a definite agreement on the
downpayment was also made. It was also agreed upon by manner of payment of the price is an essential element in
the parties that the balance of the purchase price would be the formation of a binding and enforceable contract of sale.
paid by credit financing through B.A. Finance. Come the This is so because the agreement as to the manner of
agreed date and time of pick up, the Toyota was not able to payment goes into the price such that a disagreement on
deliver the said car due to some reasons that "nasulot ang the manner of payment is tantamount to a failure to agree
unit ng ibang malakas." With this, Sosa asked for a refund on the price. Definiteness as to the price is an essential
of the downpayment he made but the Toyota refused to element of a binding agreement to sell personal property
accede to his demands. Trial Court and CA ruled in favor of
Sosa stating that the said Agreements between Mr. Sosa Moreover, said VSP obviously showed the absence of a
and Popong Bernardio of Toyota Shaw, Inc is a perfected meeting of minds between Toyota and Sosa. For one thing,
contract of sale and that the breach of which entitles the Sosa did not even sign it. At the most, it may only be
Sosa payment for damages. considered as part of the initial phase of the generation or
negotiation stage of a contract of sale since it only provides
ISSUE: Whether the Agreements between Mr. Sosa and for the date of downpayment and the balance of the
Popong Bernardio of Toyota Shaw, Inc is a perfected purchase price to be paid.
contract of sale.
It is obvious that the VSP was a mere proposal which was
RULING: NO. aborted in lieu of subsequent events. It follows that the VSP
created no demandable right in favor of Sosa for the
Art. 1458 of the Civil Code provides that By the contract of delivery of the vehicle to him, and its non-delivery did not
sale one of the contracting parties obligates himself to cause any legally indemnifiable injury.The award then of
transfer the ownership of and to deliver a determinate moral and exemplary damages and attorney's fees and
thing, and the other to pay therefor a price certain in costs of suit is without legal basis.

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