Obligation and Contracts

Assignment No. 4
1. Define Consent.
Consent is manifested by the meeting of the offer and the acceptance upon
the thing and the cause which are to constitute the contract. Consent is the
conformity of wills (offer and acceptance) and with respect to contracts.
(Article 1319) Consent is the conformity of wills and with respect to contracts,
it is the agreement of the will of one contracting party with that of another or
others, upon the object and terms of the contract. (4 Sanchez Roman 191; 8
Manresa 648.)

2. Enumerates elements of consent.

a. Legal capacity of the contracting parties;
b. Manifestation of the conformity of the contracting parties;
c. Parties’ Conformity to the object, cause, terms and condition of the
contract must be intelligent, spontaneous and free from all vices of consent;
and
d. The conformity must be Real.

3. Distinguish the following:

A. Offer - is a proposal made by one party to another to enter into a
contract. Offer must be certain or definite so that the liability of the
parties my exactly fixed. Offer is a proposal made by one party (offerer)
to another to enter into a contract. It is more than an expression of desire
or hope. It is really a promise to act or to refrain from acting on condition
that the terms thereof are accepted by the person (offeree) to whom it is
made.
B. Acceptance - is the manifestation by the offeree of his assent to the terms
of the offer. “Acceptance of the offer must be absolute”. Moreover,
acceptance may be ORAL or WRITTEN. Under Article 1320, an acceptance
may be express or implied. Without acceptance, there can be no meeting
of the minds between the parties. (Art. 1305.) A mere offer produces no
obligation.
C. Counter-Offer - when any of the elements of the contract is modified upon
acceptance, such alteration amounts to a counter-offer. (ABSCBN
Broadcasting Corp. vs. Court of Appeals, 301 SCRA 572 [1999].) A
counter-offer or a new proposal which, in law, is considered a rejection of
the original offer and an attempt by the parties to enter into a contract on
a different basis. (Logan vs. Phil. Acetylene Co., 33 Phil. 177 [1916]; see
Limketkai Sons Milling, Inc. vs. Court of Appeals, 255 SCRA 626 [1996];
see Traders Royal Bank vs. Cuison Lumber Co., Inc., 588 SCRA 690
[2009].)

4. When acceptance is effective?

An effective acceptance may be oral or written. An implied acceptance is one
that is inferred from act or conduct.

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 (1) Acceptance by promise. — An offer of a promise or an act may be
accepted by giving a promise, as where a person offers to deliver to another
a certain thing if the latter will pay a certain amount, and the other accepts
by promising to so pay according to the conditions of the offer. The promise
need not be by words but may be inferred from the acts of the parties, as by
one or both acting on it as though it were a completed agreement. (see 13
C.J. 274.)
(2) Acceptance by act. — An acceptance of an offer may be by act, as where
an offer is made that the offerer will do something else, if the offeree shall do
a particular thing. In such a case, performance is the only thing needful to
complete the agreement and to create a binding promise. (Ibid., 275.)
(a) In a case, the petitioner did not affix her signature to the document
evidencing the subject concessionaire agreement. However, she
performed the tasks indicated in the said agreement for a period of three
(3) years without any complaint or question which fact was held as
showing that she had given her implied acceptance of or consent to the
said agreement (Lopez vs. Bodega City, 532 SCRA 56 [2007].)
(b) It has been held that where a person accepts the services of another,
whether solicited or not, he has the obligation to pay the reasonable value
of the services thus rendered upon the implied contract of lease of service
unless it is shown that the service was rendered gratuitously (Perez vs.
Pomar, 2 Phil. 682 [1903].) or without any expectation that he would pay
for the same. (Aldaba vs. Court of Appeals, 27 SCRA 263 [1969].)
(c) In a case where the creditor writing to his debtor for the settlement of
the latter’s obligation to him and offering to remit or condone the interest
on the same on condition that he would immediately pay the principal
thereof, it was held that the promise of the debtor to pay, without actually
making the payment such that the creditor had to institute legal
proceedings for its collection, was not an acceptance.
In other words, the offer to remit the interest could only be accepted by
an act of payment by the debtor. (Gamboa vs. Gonzales, 17 Phil. 381
[1910].)
(3) Acceptance by silence or inaction. — As a rule, silence cannot be construed
as acceptance. The acceptance must be affirmatively and clearly made and
evidenced by words or some acts or conduct communicated to the offeror. The
exceptions are: (a) where the parties agree expressly or impliedly, that it shall
amount to acceptance; (b) where specific provisions of law so declare (e.g., Arts.
1670, 1870-1873.); and (c) where under the circumstances such silence
constitutes estoppel. (see Art. 1431.)
One receiving a proposal to change a contract to which he is a party, is not
obliged to answer the proposal, and his silence per se cannot be construed as an
acceptance. (Phil. National Bank vs. Court of Appeals, 238 SCRA 20 [1994];
Mendoza vs. Court of Appeals, 359 SCRA 438 [2001].)
5. When the offer is ineffective?
An offer may be withdrawn before it is accepted. After acceptance, the
contract is already perfected. (Art. 1319.) Under Article 1323, even if the

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 offer is not withdrawn, its acceptance will not produce a meeting of the minds
in case the offer has already become ineffective because of the death, civil
interdiction, insanity, or insolvency of either party before the conveyance of
the acceptance to the offeror. It must be observed that the law refers to
“either party.” This means that at the time the acceptance is communicated,
both parties, offerer and offeree, must be living and capacitated. (see Art.
1327.) The death of either party or his loss of capacity before perfection
precludes the formation of a contract. The above grounds are not exclusive.
Thus, failure to comply with the condition of the offer as to the time, place,
and the manner of payment (Art. 1321.), the expiration of the period fixed in
the offer for acceptance (Art. 1324.), the destruction of the thing due before
acceptance (Art. 1262.), rejection of the offer, etc. will also render the offer
ineffective and prevent the juridical tie from being formed.

6. Mr. Bakarote communicated to Mr. Mayaman that he is offering to sell his

house in Dasmariñas, Makati to the latter. However, Mr. Bakarote has not yet
fixed the price of his house. Is there effective offer? Explain.
There is no offer because it is incomplete since no price is given. Under
Article 1319, the offer must be certain or definite and clear, and not vague or
speculative so that the liability (or the rights) of the parties may be exactly
fixed because it is necessary that the acceptance be identical with the offer to
create a contract without any further act on the part of the offeror.

7. Mr. Yap offered to sell his watch (rolex) to Mr. Aquino for Php300,000.00. Mr.
Aquino accepted the offer but informed Mr. Yap that he is only willing to pay
Php100,000.00. Rule on the acceptance of Mr. Aquino.
There is no acceptance but it merely constitutes a counter-offer or a new
proposal of Mr. Aquino to Mr. Yap since acceptance of an offer must be
absolute, unconditional or unqualified, that is, it must be identical in all
respects with that of the offer so as to produce the consent or meeting of the
minds necessary to perfect a contract.