Navarra v Planters Development Bank

Facts:
Spouses Jorge and Carmelita Navarra obtained loan of 1.2 M from Planters Bank.
They mortagaged 5 LOTS for security. Couple failed to pay, so the bank foreclosed on the mortgage and sold it for more than 1.3 M. Bank
was highest bidder. 1 year redemption expired w/o it having been redeemed by couple.
RRRC Development Corporation on the other hand, a real estate company owned by the parents of Carmelita, obtained a loan with the same
bank. They also mortgaged a certain property as security. They also failed to pay and the mortgaged assets was foreclosed. BUT they were
able to negotiate with the bank by way of concession .
Eventually, the foreclosed properties of RRRC were sold to third persons whose payments were directly made to the Bank, were in excess by
P300,000.00 for the redemption price.
In July 1985 - Back to the spouses, Jorge sent a letter to the bank proposing to repurchase the said 5 LOTS previously foreclosed.
In response, Planters Bank, thru its Vice-President wrote back Navarra via a letter agreeing to the request and telling him to see the Head of
the banks Acquired Assets Unit for the details of the transaction so that they may work on the necessary documentation.
In August 1985 - Jorge went to see the Head with a letter requesting that the excess payment ofP300,000.00 in connection with the
redemption made by the RRRC be applied as down payment for the Navarras repurchase of their foreclosed properties but because the
amount of P300,000.00 was sourced from a different transaction between RRRC and Planters Bank and involved different debtors, the Bank
required Navarra to submit a board resolution from RRRC authorizing him to negotiate for and its behalf and empowering him to use the
amount
In Jan 1987 - Planters Bank sent a letter to Jorge Navarra informing him that it could not proceed with the documentation of the proposed
repurchase of the foreclosed properties on account of his non- compliance with the Banks request for the submission of the needed board
resolution of RRRC. Navarra claimed having already delivered copies of the required board resolution to the Bank. The Bank, however, did not
receive said copies.
In June 1987 - Navarras filed their complaint for Specific Performance against bank. Planters Bank asserted however that there was no
perfected contract of sale because the terms and conditions for the repurchase have not yet been agreed upon
Sep 1988 Planters bank sold the properties to Gatchalian Realty
RTC ruled for the Navarra spouses and said there was perfected Contract of Sal.
The CA reversed the trial court ruling.

Issue: WON there was perfected Contract of Sale

Ruling: NO. SC upheld the CA decision.

Navarras assert that the following exchange of correspondence between them and Planters Bank constitutes the offer and acceptance. The
July 1985 letter being the offer from Navarra and the Aug 1985 letter-reply from the Bank the acceptance. BUT SUCH WERE NOT CERTAIN
OFFER and ABSOLUTE ACCEPTANCE.

While the foregoing letters indicate the amount of P300,000.00 as down payment, they are, however, completely silent as to how the
succeeding installment payments shall be made. At most, the letters merely acknowledge that the down payment of P300,000.00 was agreed
upon by the parties. However, this fact cannot lead to the conclusion that a contract of sale had been perfected. Quite recently, this Court held
that before a valid and binding contract of sale can exist, the manner of payment of the purchase price must first be established since the
agreement on the manner of payment goes into the price such that a disagreement on the manner of payment is tantamount to a failure to
agree on the price.

Navarras letter/offer failed to specify a definite amount of the purchase price for the sale/repurchase of the subject properties. It merely stated
that the "purchase price will be based on the redemption value plus accrued interest at the prevailing rate up to the date of the sales contract."
The ambiguity of this statement only bolsters the uncertainty of the Navarras so-called "offer" for it leaves much rooms for such questions.

Also not clear insofar as concerned the exact number of years that will comprise the long-term payment scheme. As we see it, the absence of
a stipulated period within which the repurchase price shall be paid all the more adds to the indefiniteness of the Navarras offer.

Further, the tenor of Planters Banks letter-reply negates the contention of the Navarras that the Bank fully accepted their offer. The letter
specifically stated that there is a need to negotiate on the other details of the transaction before the sale may be formalized. Such statement in
the Banks letter clearly manifests lack of agreement between the parties as to the terms of the purported contract of sale/repurchase,
particularly the mode of payment of the purchase price and the period for its payment. The law requires acceptance to be absolute and
unqualified.
Cheng vs. Genato & Sps. Da Jose
G.R. NO. 129760 December 29, 1998

Facts:

Genato is the owner of two parcels of land. He entered into an agreement with the Da Jose Spouses over said land. The agreement
culminated in the execution of a contract to sell in a public instrument and contained the stipulation that: after 30 days, after having
satisfactorily verified and confirmed the truth and authenticity of documents vendee shall pay the vendor the full payment of the purchase
price. The Da Jose Spouses asked for an extension of 30 days. Pending effectivity of said extension period, and without due notice to
Spouses Da Jose, Genato executed an affidavit to annul the Contract to Sell. This was not annotated at the back of his titles.

Cheng expressed interest in buying the properties. Genato showed Cheng the copies of his titles and the annotations at the back thereof of his
contract to sell with the Da Jose Spouses, and the affidavit to annul contract to sell. Cheng issued a check for P50,000 upon the assurance
that the previous contract will be annulled.

Genato later continued with the contract for Da Jose spouses, and informed Cheng of his decision and returned to the latter, the downpayment
paid. Cheng however contended that their contract to sell said property had already been perfected.

Lower Court There was a sale between Cheng and Genato, and there was a valid rescission of the Contract to Sell (between Genato and
Spouses Da Jose)

CA Reversed the lower court declaring that the Contract to Sell in favor of Spouses Da Jose was not validly rescinded.

Issue:
Who has the better right to the land?

Held:
The Spouses Da Jose. The contention of the Da Jose spouses that no further condition was agreed when they were granted the 30-day
extension period from October 7, 1989 in connection with clause 3 of their contract to sell should be upheld. Also, Genato could have sent at
least a notice of such fact, and there being no stipulation authorizing him for automatic rescission, so as to finally clear the encumbrance on his
titles and make it available to other would be buyers, it bolstered that there was no default on the part of the Da Jose Spouses. Genato is not
relieved from the giving of a notice, verbal or written, to the Da Jose spouses for his decision to rescind their contract.

The Court ruled that if it was assumed that the receipt is to be treated as a conditional contract of sale, it did not acquire any obligatory force
since it was subject to suspensive condition that the earlier contract to sell between Genato and the Da Jose spouses should first be cancelled
or rescinded a condition never met.

Note: "Registration", as defined by Soler and Castillo, means any entry made in the books of the registry, including both registration in its
ordinary and strict sense, and cancellation, annotation, and even marginal notes. In its strict acceptation, it is the entry made in the registry
which records solemnly and permanently the right of ownership and other real rights.

Spouses Da Jose made annotation on the title of Genato. Since Cheng was fully aware, or could have been if he had chosen to inquire, of the
rights of the Da Jose spouses under the Contract to Sell duly annotated on the transfer certificates of titles of Genato, Cheng was in bad faith
when he registered his claim.
JOSE LAGON VS. HOOVEN COMALCO INDUSTRIES, INC.

G.R. No. 135657 January 17, 2001

Facts: Petitioner Jose V. Lagon is a businessman and owner of a commercial building in Tacurong, Sultan Kudarat. Respondent HOOVEN on
the other is a domestic corporation known to be the biggest manufacturer and installer of aluminum materials in the country with branch office
at E. Quirino Avenue, Davao City.

Sometime in April 1981 Lagon and HOOVEN entered into two (2) contracts, both denominated Proposal, whereby for a total consideration of
P104,870.00 HOOVEN agreed to sell and install various aluminum materials in Lagons commercial building in Tacurong, Sultan Kudarat.
Upon execution of the contracts, Lagon paid HOOVEN P48,000.00 in advance.

Lagon, in his answer, denied liability and averred that HOOVEN was the party guilty of breach of contract by failing to deliver and install some
of the materials specified in the proposals; that as a consequence he was compelled to procure the undelivered materials from other sources;
that as regards the materials duly delivered and installed by HOOVEN, they were fully paid. He counterclaimed for actual, moral, exemplary,
temperate and nominal damages, as well as for attorneys fees and expenses of litigation.

Issue: Whether or not all the materials specified in the contracts had been delivered and installed by respondent in petitioners commercial
building in Tacurong, Sultan Kudarat.

Ruling: Firstly, the quantity of materials and the amounts sated in the delivery receipts do not tally with those in the invoices covering them,
notwithstanding that, according to HOOVEN OIC Alberto Villanueva, the invoices were based merely on the delivery receipts.

Secondly, the total value of the materials as reflected in all the invoices is P117,329.0 while under the delivery receipts it is only P112, 870.50,
or a difference of P4,458.00.

Even more strange is the fact that HOOVEN instituted the present action for collection of sum of money against Lagon only on 24 February
1987, or more than five (5) years after the supposed completion of the project. Indeed, it is contrary to common experience that a creditor
would take its own sweet time in collecting its credit, more so in this case when the amount involved is not miniscule but substantial.

All the delivery receipts did not appear to have been signed by petitioner or his duly authorized representative acknowledging receipt of the
materials listed therein. A closer examination of the receipts clearly showed that the deliveries were made to a certain Jose Rubin, claimed to
be petitioners driver, Armando Lagon, and a certain bookkeeper. Unfortunately for HOOVEN, the identities of these persons were never been
established, and there is no way of determining now whether they were indeed authorized representatives of petitioner.
WHEREFORE, the assailed Decision of the Court of Appeals dated 28 April 1997 is MODIFIED. Petitioner Jose V. Lagon is ordered to pay
respondent Hooven Comalco Industries, Inc., P6,377.66 representing the value of the unpaid materials admittedly delivered to him. On the
other hand, respondent is ordered to pay petitioner P50,000.00 as moral damages, P30,000.00 as attorneys fees and P46,554.50 as actual
damages and litigation expenses.
Manila Metal Container Corp v PNB

Lessons Applicable: Doctrine of Centralized Management: Powers of Board of Directors (Corporate Law)
Doctrine of Centralized Management (Corporate Law)
Price (Sales)
Earnest Money (Sales)
FACTS:

Manila Metal Corp. executed a real estate mortgage (TCT. 32098) as a security for its loan from PNB amounting to 900,000
php, later on 1,000,000 php and 653,000 php
Aug. 5, 1982: PNB filed a petition for extrajudicial foreclosure for the property to be sold at a public auction 911,532.21 php
(outstanding as of June 30) + interest + attorney's fees
Sept. 2, 1982: PNB won the public auction at 1,000,000 php
Feb. 17, 1983: Certificate of Sale was issued and registered at the Registry of Deeds and was annotated at the dorsal
portion of the title (Redeemable until Feb 17,1983)
Petitioner requested 1 year extension until Feb 17,1984 but was rejected by PNB saying it is their policy not to accept partial
redemption
Jun. 1,1984: Since petitioner failed to redeem, TCT. 32098 was cancelled and a new title was issued in favor of PNB
Meanwhile, Special Assets Management Department (SAMD) had prepared a statement of account as of Jun 25,1984
amounting to 1,574,560.47 php (bid price + interest + advances of insurance premiums + advances on relaty taxes + reg. exp. +misc.
exp + piblication cost)
Petitioner deposited 725,000 php as deposit to repurchase and was issued an O.R.
PNB management rejected the recommendation of SAMD and demanded that petitioner pay the markt value of 2,660,000
php.
Jun 24, 1984: PNB informed petitioner that its B.O.D had agreed to accept its offer to purchase but at 1,931,389.53 less the
725,000 php.
o PNB President did not conform to the letter but merely indicated that he has received it.
o Petitioner rejected this since PNB has already accepted its downpayment so it can no longer increase the price.
o PNB also rejected petitioners payment for the balance.
Petitioner filed a complaint against PNB for Annulment of Mortgage and Mortgage Foreclosure, Delivery of Title, or Specific
Performance with Damages
CA affirmed RTC: Favored PNB and demanded that it refund the 725,000 php (no sale because no meeting of the minds in
terms of price)
Lot was later transferred to its PNB President Bayani Gabriel
Petitioner filed a petition for certiorari

ISSUE:
W/N the statement of account by SAMD is only a recommendation subject to the approval of the BOD - YES
W/N there was a contract of sale - NO
W/N earnest money establishes a contract of sale - NO
HELD: Denied. Costs Against Petitioner.
YES
Art. 1318 of NCC:
no contract unless the following requisites concur:
Consent of the contracting parties;
Object certain which is the subject matter of the contract;
Cause of the obligation which is established
The fixing of the price can never be left to the decision of one of the contracting parties. But a price fixed by one of the
contracting parties, if accepted by the other, gives rise to a perfected sale.
When there is merely an offer by one party without acceptance of the other, there is no contract.
2. NO
Section 23 of the Corporation Code:
corporate powers of all corporations shall be exercised by the board of directors. Just as a natural person may
authorize another to do certain acts in his behalf, so may the board of directors of a corporation validly delegate some of its
functions to individual officers or agents appointed by it. Thus, contracts or acts of a corporation must be made either by the
board of directors or by a corporate agent duly authorized by the board. Absent such valid delegation/authorization, the rule
is that the declarations of an individual director relating to the affairs of the corporation, but not in the course of, or connected
with the performance of authorized duties of such director, are held not binding on the corporation.
a corporation can only execute its powers and transact its business through its:
Board of Directors
officers and agents when authorized by:
a board resolution;or
its by-laws
3. NO
ART. 1482. Whenever earnest money is given in a contract of sale, it shall be considered as part of the price and as proof of
the perfection of the contract
The deposit of P725,000 was accepted by PNB on the condition that the purchase price is still subject to the approval of the
PNB Board
Absent proof of the concurrence of all the essential elements of a contract of sale, the giving of earnest money cannot
establish the existence of a perfected contract of sale.