G.R. No.
174286 June 5, 2009 CLCI subsequently claimed that the bank breached the terms of
TRADERS ROYAL BANK, Petitioner, versus CUISON LUMBER CO., INC., and
JOSEFA JERODIAS VDA. DE CUISON,Respondents.
FACTS:
On July 14, 1978 and December 9, 1979, respectively, CLCI, through its
then president, Roman Cuison Sr., obtained two loans from the bank.
The loans were secured by a real estate mortgage over a parcel of land.
CLCI failed to pay the loan, prompting the bank to extrajudicially foreclose
the mortgage on the subject property, and the bank was declared the
highest bidder at the public auction.
CLCI manifested its intention to restructure its loan obligations and to
repurchase the subject property.
On July 31, 1986, Mrs. Cuison, the widow and administratrix of the estate
of Roman Cuison Sr., wrote the banks Officer-in-Charge, Remedios
Calaguas, a letter indicating her offered terms of repurchase.
CLCI failed to comply with the above terms notwithstanding the extensions
of time given by the bank.
On August 28, 1987, Atty. Cuison, by letter, requested that CLCIs
outstanding obligation of P1,221,075.61 (as of July 31, 1987) be reduced to
P1 million, and the amount of P221,075.61 be condoned by the bank. To
show its commitment to the request, CLCI paid the bank P100,000.00 and
P200,000.00 on August 28, 1987. The bank credited both payments as
earnest money.
On September 30, 1988, the bank informed CLCI that it would resell the
subject property at an offered price of P3 million, and gave CLCI 15 days to
make a formal offer; otherwise, the bank would sell the subject property to
third parties.
repurchase, as it had wrongly considered its payments (in the amounts of
P140,485.18, P200,000.00 and P100,000.00) as earnest money, instead of
applying them to the purchase price.
Through its counsel, CLCI demanded that the bank rectify the repurchase
agreement to reflect the true consideration agreed upon for which the
earnest money had been given.
The bank did not act on the demand. Instead, it informed CLCI that the
amounts it received were not earnest money, and that the bank was
willing to return these sums, less the amounts forfeited to answer for the
unremitted rentals on the subject property.
In view of these developments, CLCI and Mrs. Cuison, on February 10,
1989, filed with the RTC a complaint for breach of contract, specific
performance, damages, and attorneys fees against the bank.
DECISION: RTC ruled in favor of Respondents, stating that there is in fact a
valid and existing contract to sell.
On appeal, Petitioner would contest that the repurchase agreement did
not ripen into a perfected contract. The CA would rule however that there
was a perfected contract to repurchase the subject property given the
banks acceptance of CLCIs proposal.
The CA held that the same conclusion obtains even if the letter of October
20, 1986 is considered a counter-offer by the bank; CLCIs payment of
P135,000.00 operated as an implied acceptance of the banks counter-
offer, notwithstanding CLCIs failure to expressly manifest its conforme.
ISSUE: Whether or not there was a valid contract
HELD: YES. The existence of the TRB Repurchase Agreement which clearly
depicts the repurchase agreement of the subject property under the terms
therein embodied; and, the payment of earnest money in the total amount
of P435,000.00 which forms part of the price and, as initial payment, is binding contract may exist between the parties whose minds have met,
proof of the perfection of the contract. although they did not affix their signatures to any written document.

Conceding arguendo that TRBs letter-response October 20, 1986 constituted a

counter-offer or politacion, CLCIs ensuing remittance of P135,000.00 as initial
payment of the price, operates effectively as an implied acceptance of TRBs
counter-offer. The absence of a signature to signify plaintiffs conforme to the
repurchase agreement is of no moment.

While the conforme portion of the subject repurchase agreement indeed bears no
signature at all, this fact, however, does not detract from the accomplished fact
that plaintiffs had acquiesced or assented to the standing conditional counter-offer
of TRB. Plaintiffs conforme would at best be a mere formality considering that the
repurchase agreement had already been perfected, if impliedly.

Based on these findings, the crucial points that the lower courts apparently
considered were Mrs. Cuisons letter of July 31, 1986 to the bank; the banks
letter of October 20, 1986 to CLCI; and the parties subsequent conduct
showing their acknowledgement of the existence of their agreement,
specifically, the respondents payments (designated as earnest money) and
the banks acceptance of these payments.

However, unlike the RTCs conclusion that relied on CLCIs payment and the
banks acceptance of the payment as earnest money, the CA concluded that
there was a perfected contract, either because of the banks acceptance
of CLCIs offer (made through Mrs. Cuisons letter of July 31, 1986), or by
CLCIs implied acceptance indicated by its initial payments in compliance
with the terms of the TRB Repurchase Agreement.

The clear and neat principle is that the offer must be certain and definite
with respect to the cause or consideration and object of the proposed
contract, while the acceptance of this offer express or implied must be
unmistakable, unqualified, and identical in all respects to the offer.

The required concurrence, however, may not always be immediately clear

and may have to be read from the attendant circumstances; in fact, a
 G.R. No. 168325 December 8, 2010
ROBERTO D. TUAZON, Petitioner, vs. LOURDES Q. DEL ROSARIO-SUAREZ
FACTS:
Respondent Lourdes Q. Del Rosario-Suarez was the owner of a parcel of
land in Quezon City. Petitioner Roberto D. Tuazon and Lourdes executed a
Contract of Lease over the land for a period of three years.
During the effectivity of the lease, Lourdes sent a letter to Roberto where
she offered to sell to the latter subject parcel of land. She pegged the price
at P37,541,000.00 and gave him two years to decide on the offer.
More than four months after the expiration of the Contract of Lease,
Lourdes sold subject parcel of land to the De Leons her only child, Catalina
Suarez-De Leon, her son-in-law Wilfredo De Leon, and her two grandsons,
Miguel Luis S. De Leon and Rommel S. De Leon for a total consideration of
only P2,750,000.00.
The new owners notified Roberto to vacate the premises.
Roberto refused hence, the De Leons filed a complaint for Unlawful
Detainer against him. The MeTC rendered a Decision ordering Roberto to
vacate the property for non-payment of rentals and expiration of the
contract.
While the ejectment case was on appeal, Roberto filed with the RTC of
Quezon City a Complaint for Annulment of Deed of Absolute Sale,
Reconveyance, Damages and Application for Preliminary Injunction against
Lourdes and the De Leons.
Petitioner’s Arguments
Roberto claims that Lourdes violated his right to buy subject property
under
the principle of "right of first refusal" by not giving him "notice" and the
opportunity to buy the property under the same terms and conditions or
specifically based on the much lower price paid by the De Leons.
Respondents’ Arguments
On the other hand, respondents posit that this case is not covered by the
principle of "right of first refusal" but an unaccepted unilateral promise to
sell or, at best, a contract of option which was not perfected. The letter of
Lourdes to Roberto clearly embodies an option contract as it grants the
latter only two years to exercise the option to buy the subject property at a
price certain of P37,541,000.00.
As an option contract, the said letter would have been binding upon
Lourdes without need of any consideration, had Roberto accepted the
offer. But in this case there was no acceptance made neither was there a
distinct consideration for the option contract.
DECISION: The court declared the Deed of Absolute Sale made by Lourdes
in favor of the De Leons as valid and binding. The offer made by Lourdes to
Roberto did not ripen into a contract to sell because the price offered by
the former was not acceptable to the latter. The offer made by Lourdes is
no longer binding and effective at the time she decided to sell the subject
lot to the De Leons because the same was not accepted by Roberto. The
CA affirmed.
ISSUE: Whether or not Tuazon had the right of first refusal.
HELD: NO. There is only an option contract.
In this case, it is undisputed that Roberto did not accept the terms stated in
the letter of Lourdes as he negotiated for a much lower price. Roberto’s
act of negotiating for a much lower price was a counter-offer and is
therefore not an acceptance of the offer of Lourdes.
The counter-offer of Roberto for a much lower price was not accepted by
Lourdes. There is therefore no contract that was perfected between them
with regard to the sale of subject property. Roberto, thus, does not have
any right to demand that the property be sold to him at the price for which
it was sold to the De Leons neither does he have the right to demand that
said sale to the De Leons be annulled.

It is clear from the provision of Article 1324 that there is a great difference
between the effect of an option which is without a consideration from one
which is founded upon a consideration.

If the option is without any consideration, the offeror may withdraw his
offer by communicating such withdrawal to the offeree at anytime before
acceptance; if it is founded upon a consideration, the offeror cannot
withdraw his offer before the lapse of the period agreed upon.

There was also no record that Lourdes accepted Roberto’s counter-offer to

sell the property for a lower price. In fact, she denied such offer. Even
Roberto’s argument of liberality on the part of Lourdes cannot stand.
Based on the letter, the driving factor that led Lourdes to offer the
property was her immediate need of funds as she was very old. It was not
liberality but instead practicality because Roberto was the most likely
person to buy the property.
 G.R. No. 134992. November 20, 200
PEPITO S. PUA, vs. THE HONORABLE COURT OF APPEALS, MYRNA S. PUA,
ARSENIO UY and ROSITA UY, respondents.
FACTS:
The plaintiff Myrna S. Pua and the defendant Pepito S. Pua are sister and
brother, respectively, their mother being Jovita S. Pua.
The latter was the former owner of the land in controversy together with a
commercial building erected thereon.
Pepito S. Pua being her eldest son, she placed the land in question in his
name but she continued to exercise rights of dominion over said property
together.
As she intended this lot for her daughter Myrna S. Pua, she required Pepito
to convey the same to his sister.
In obedience thereto, Pepito and his wife, Lourdes Uy, executed a Deed of
Donation in favor of Myrna S. Pua on December 2, 1989.
On March 5, 1992, a Deed of Absolute Sale of the remaining 620 square
meters, executed by Pepito S. Pua and Lourdes Uy on January 4, 1979 in
favor of Johnny P. Uy, a minor represented by Leoncia Coloma Uy and
ratified by Valentin G. Remigio, was registered in the Office of the Register
of Deeds and as a consequence of said registration TCT No. T-206151 in the
name of Johnny Uy, minor, represented by his auntie and natural guardian
Leoncia Coloma Uy was issued.
On January 31, 1995, the trial court rendered a decision, declaring the
Deed of Donation executed by the defendant Pepito S. Pua and his late
wife Lourdes Uy in favor of plaintiff valid and binding against the donors
and theirs heirs and/or successors-in-interest.
It also declared the deeds of sale in favor of Johnny P. Uy null and void.
Dissatisfied with the trial courts decision, petitioners brought the case on
appeal to the Court of Appeals. On July 31, 1997, the appellate court
rendered a decision, affirming the trial courts ruling.
Petitioner’s argue the appellate court erred in not finding that Leoncia
Colomas right was superior to private respondent Myrna Puas based on
the principle of double sale.
Leoncia Coloma is the preferred transferee of the land in question,
inasmuch as she registered the 1979 Deed of Sale in good faith before she
became aware of private respondent Myrna Puas supposed claim. On the
other hand, the alleged 1989 Deed of Donation in favor of private
respondent Myrna Pua was never registered.
Even assuming that the registration in favor of Leoncia Coloma was void,
she still had a superior right over the property, having been in possession
thereof since 1979.
They also contend that Petitioner Leoncia Coloma did not act in a
representative capacity in buying the subject property, as it was she who
was the actual buyer of the said land.
The naming of the property in favor of petitioner Johnny Uy was done in
accordance with the Chinese tradition of naming property in favor of an
unborn male child. The fact that Leoncia Coloma wanted to give the
property to her nephew should not affect the validity of the sale.
ISSUE: Whether or not the contract of sale in the name of Johnny Uy is
valid.
HELD: NO. The evidence shows that Johnny P. Uy who was named in the
deed of sale as the buyer, was actually born on March 1, 1980. The said
deed of sale in his favor was executed on January 4, 1979. Thus, the
appellate court correctly found that since said Johnny P. Uy was not even
conceived yet at the time of the alleged sale, he therefore had no legal
personality to be named as a buyer in the said deed of sale.
Unemancipated minors, insane or demented persons, and deaf-mutes who Johnny P. Uy who, because of the latters close affinity with her husband
do not know how to write can not validly give consent to contracts. could be her trustee.

In the instant case, Johnny P. Uy could not have validly given his consent to
the contract of sale, as he was not even conceived yet at the time of its
alleged perfection.

The appellate court, therefore, correctly ruled that for lack of consent of
one of the contracting parties, the deed of sale is null and void.

The appellate court likewise correctly found that Leoncia Coloma could not
have acted as representative of Johnny P. Uy. In the first place, she did not
have the right to represent Johnny P. Uy for lack of legal authority to act
for and in behalf of said minor.

It is well-settled that without authority from the Court, no person can

make a valid contract for or on behalf of a minor. Besides, petitioners
themselves insist that Leoncia Coloma was not acting in a representative
capacity when she purchased the subject, but rather, that she was acting in
her own behalf as the actual buyer of said land.

Finally, on petitioners allegation that there is no basis for the trial courts
recommendation that they be prosecuted for violation of the Anti-Dummy
Law, we are inclined to agree with petitioners on this point.

The acts sought to be punished by the Anti-Dummy Law are allowing the
use of the name of a citizen of the Philippines for the purpose of evading
any constitutional or legal provision requiring Philippine citizenship as a
requisite for the exercise or enjoyment of a right, franchise or privilege,
and the profiting of any alien thereby.

In the instant case, the trial court based its recommendation on its finding
that the alleged buyer, Leoncia Coloma, was married to a Chinese citizen.
The trial court thus concluded that as her husband is an alien disqualified
under the Constitution of the Philippines to acquire the land in question, to
circumvent this law, she placed the title of the property in the name of