NGA v.

IAC, 1989

DOCTRINE: The specific quanitty of the subject matter is NOT IMPORTANT when
it is still possible to DETERMINE the quantity “without need of a new contract
between the parties,” and therefore complies with the requisite of being
DETERMINABLE.

RECIT READY
 National Grains Authority is a government agency created by PD 4, and one
of its incidental functions is to buy PALAY GRAINS from QUALIFIED FARMS
 AUG 1979: RESPONDENT SORIANO offered to sell his PALAY GRAINS to
NFA, and was instructed to follow through the procedure required (Fill up
Farmer's Info Sheet → pass pertinent documents → copy of Resident Tax
Certificate; after which, the grains were to be REBAGGED → CLASSIFIED →
WEIGHED)
 SORIANO was consequently given a QUOTA OF 2,640 CAVANS OF PALAY
 On Aug 23-24, 1979: SORIANO delivered 630 CAVANS of palay to NFA,
which were untouched; not bagged, classified or weighed
 SORIANO demanded payment for the cavans he delivered, but was refused
because the NFA was still investigating allegations that SORIANO was not a
qualified farmer ; he was subsequently advised to withdraw the palay he
delivered
 SORIANO insisted that he be paid, and instituted a case for specific
performance
 TRIAL COURT ordered NFA to PAY SORIANO approximately 47, 250PHP with
legal interest
 IAC AFFIRMED TRIAL COURT
 SC RULING:
 By noting the quota of 2,640 cavans in SORIANO's Farmer's Info Sheet,
there was already a MEETING OF THE MINDS
 The object of the contract was the palay grains produced in SORIANO's
farmland and the NFA was obligated to pay the same depending on its
quality
 That the exact number of the cavans of palay to be delivered has not
been determined, does NOT affect the perfection of the contract (ART
1349 CC: 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
parites) → IN THE CASE AT HAND, there was no need for them to enter
into a new contract to determine the exact number of cavans; SORIANO
can deliver his produce as long as it DOES NOT EXCEED 2,640 cavans
 Petitioners cannot say that there was no consent and thus no
acceptance, because sale is a CONSENSUAL CONTRACT; there is
perfection when there is consent upon the subject matter and price,
even if neither is delivered.
 From the moment the contract of sale is perfected, it is incumbent upon
 the parties to comply with their mutual obligations or the parties may
reciprically demand performance thereof
 Allegations that SORIANO is not a bonafide farmer have been disproven
by the trial and appellate court

DETAILED FACTS:
 PETITIONER National Grains Authority (now NFA, National Food Authority)
is a government agency created by PD4; one of its incidental functions is
the buying palay grains from qualified farmers
 AUG 23, 1979: RESPONDENT Leon SORIANO offered to sell palay grains to
NFA (through CABAL, provincial manager of NFA Tuguegarao) → SORIANO
submitted the documents required by NFA for prequalifying as a seller
(Farmer's Info Sheet → Xerox of 4 tax declarations of the riceland leased to
him and copies of th lease contract between and Judge Concepcion Salud →
Residence Tax Certificate)
 SORIANO was given a quota of 2,640 cavans of palay
 AUG 23-24 1979: SORIANO delivered 630 cavans of palay; these were not
rebagged classified and weighed
 SORIANO demanded payment for the 630 cavans, he was informed that
payment would be held in abeyance since CABAL was still investigating
informations alleging SORIANO was not a bonafide farmer (and that the
palay he delivered was taken from the warehosue of a rice trader, Ben DE
GUZMAN)
 AUG 28, 1979: CABAL wrote SORIANO advised him to withdraw from the
NFA warehouse, the 630 cavans he delivered, stating that NFA cannont
legally accept the said delivery on the basis of the subsequent certification
of the BAEX technician that SORIANO is not a bonafide farmer
 SORIANO, however, insisted that the palay grains be paid. He filed a
complaint for specific performance and/or collection of money with damages
on Nov 2, 1979 against NFA and CABAL
 Meanwhile, the 630 cavans of palay were withdrawn from the NFA
warehouse and an inventory was made by the sheriff as representative of
the Court
 SEP 30, 1982: TRIAL COURT RENDERED JUDGMENT, ordering NFA to PAY
SORIANO 47,250PHP with legal interest
 DEC 6, 1982: MR DENIED
 DEC 23, 1986: IAC AFFIRMED TRIAL COURT
 APR 17, 1986: MR DENIED
 NFA contends that
 The 630 cavans that SORIANO delivered was only for the purpose of
having it offered for sale
 The procedure then prevailing in matters of palay procurement from
qualified farmers were: REBAGGING → CLASSIFICATION → WEIGHED →
WAREHOSE STOCKED ; and that under this procedure, REBAGGING is
the operative act which signifies acceptance
  WHEN the 630 cavans of palay were brought by SORIANO to the NFA
warehouse, they were only OFFERED for sale ; there was no
ACCEPTANCE
 SC RULING:
 By noting the quota of 2,640 cavans in SORIANO's Farmer's Info Sheet,
there was already a MEETING OF THE MINDS
 The object of the contract was the palay grains produced in SORIANO's
farmland and the NFA was obligated to pay the same depending on its
quality
 That the exact number of the cavans of palay to be delivered has not
been determined, does NOT affect the perfection of the contract (ART
1349 CC: 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
parites) → IN THE CASE AT HAND, there was no need for them to enter
into a new contract to determine the exact number of cavans; SORIANO
can deliver his produce not exceeding 2,640 cavans
 Petitioners cannot say that there was no consent and thus no
acceptance, because sale is a CONSENSUAL CONTRACT; there is
perfection when there is consent upon the subject matter and price,
even if neither is delivered.
 From the moment the contract of sale is perfected, it is incumbent upon
the parties to comply with their mutual obligations or the parties may
reciprically demand performance thereof
 Allegations that SORIANO is not a bonafide farmer have been disproven
by the trial and appellate court