PERFECTION OF ACCEPTANCE

JOHN LLOYD B. MACUAT

CONSENT

Article 1319 of NCC.

Consent is manifested by the meeting of the offer and the
acceptance upon the thing and the cause which are to
constitute the contract. The offer must be certain and the
acceptance absolute. A qualified acceptance constitutes a
counter-offer.
EXAMPLE

I am willing to buy your horse.

IF ACCEPTANCE IS MADE BY LETTER OR
TELEGRAM
Article 1319 of NCC.
Acceptance made by letter or telegram does not bind the offerer
except from the time it came to his knowledge. The contract, in such a
case, is presumed to have been entered into in the place where the
offer was made

Article 54 Code of Commerce.

Contracts entered into by correspondence shall be perfected from the
moment an answer is made accepting the offer or the conditions by
which the latter may be modified.
DISTINCTION

Thus:
Article 1319 contract is perfected from the moment that the OFFEROR HAS
KNOWLEDGE OF SUCH ACCEPTANCE

Article 54 contract is perfected from the moment an ANSWER IS MADE

ACCEPTING THE OFFER
- can be applied only to PURELY COMMERCIAL CONTRACTS because
of repealing clause found in article 2270 of NCC
ex: joint accounts and maritime contracts
- article 1319 now becomes the general rule and article 54 is the exception
 QUERY: WHEN AND AT WHAT PRECISE
MOMENT WOULD THERE BE A MEETING OF
THE OFFER AND THE ACCEPTANCE UPON THE
THING AND THE CAUSE WHICH ARE TO
CONSTITUTE A CONTRACT?
 FOUR DIFFERENT THEORIES USED TO PIN-POINT THE
EXACT MOMENT OF PERFECTION.
manifestation theory (manifestacion) the acceptance is made or declared

expedition theory (expedicion) offeree transmits the notification of

acceptance to the offeror. Thus, when the letter is placed in the mailbox.

reception theory (reception) notification of acceptance is in the hand of the

offeror in such a that he can, under ordinary conditions, procure knowledge
of its contents, EVEN IF he is not able actually to acquire such knowledge by
reason of absence, sickness or other cause.

Cognition theory (cognicion) acceptance comes to the knowledge of the

offeror
We will only dwell on:
manifestation theory (manifestacion) the acceptance is made or
declared (article 54 of code of commerce)

Cognition theory (cognicion) acceptance comes to the knowledge of

the offeror (article 1319(2) of NCC)
APPLICATION TO E-COMMERCE

R.A. 8792 - Electric Commerce Act of 2000 (E-commerce act)

Provides for the recognition and use of electronic commercial and non-
commercial transactions

Electronic documents shall have the legal effect, validity or enforceability as

any other document or legal writing (sec. 17)

With this law, electronic documents are provided the same legal protection
as paper-based documents. For instance, Philippine courts will be duty-
bound to accept electronic documents as evidence.
Electronic commerce the process of buying and selling goods
electronically (domestic or international dealings)

How: Through the transmission of data by the use of the internet

In essence, e-commerce is merely commerce using electronic means,

electronic contracting is just contracting, as understood under the Civil
Code.
EXAMPLES
AyosDito.Ph
Sulit.com.ph
Facebook
and
Instagram
TERMS WE MUST BE FAMILIAR WITH
Electronic Data Message (EDM) - refers to information generated, sent, received or stored by
electronic, optical or similar means.

Electronic Document (ED) / Contract - refers to information or the representation of information, data,
figures, symbols or other modes of written expression, described or however represented, by
which a right is established or an obligation extinguished, or by which a fact may be proved and
affirmed, which is received, recorded, transmitted, stored, processed, retrieved or produced
electronically.

Information and Communication System - refers to a system intended for and capable of
generating, sending, receiving, storing or otherwise processing electronic data messages or
electronic documents and includes the computer system or other similar device by or in which data
is recorded or stored and any procedures related to the recording or storage of electronic data
message or electronic document.
PARTIES TO AN ELECTRONIC CONTRACT

Originator/Seller - refers to a person by whom, or on whose behalf, the electronic

document purports to have been created, generated and/or sent . The term does not include
a person acting as an intermediary with respect to that electronic document.

Addressee/Buyer - refers to a person who is intended by the originator to receive the

electronic data message or electronic document. The term does not include a person acting
as an intermediary with respect to that electronic data message or electronic document.

Intermediary - refers to a person who in behalf of another person and with respect to a
particular electronic document sends, receives and/or stores or provides other services in
respect of that electronic document.
SAME RULES ARE APPLICABLE, BASIC RULES ON LAW OF CONTRACT
APPLICABLE TO ELECTRONIC CONTRACTING:

Contract as meeting of the minds (Art. 1305 CC)

Perfected by mere consent (Art. 1315 CC)
Requisites of a contract: consent, object and cause (Art. 1318)
Consent: meeting of the minds, offer certain, acceptance absolute / offer by telegram not binding
until offerer has knowledge of acceptance (Art. 1319 CC)
Acceptance may be express or implied (Art. 1320 CC)
Offerer may fix time, place and manner of acceptance (Art. 1321 CC)
Offer made by agent (Art. 1322 CC)
Advertisements not definite offers but mere invitations to make an offcer (Art. 1325 CC)
Advertisements for bidders simply invitations to make proposals (Art. 1326 CC) example ebay
Consent can be vitiated by mistake, violence, intimidation, undue influence or fraud contract
voidable (Art. 1330 CC)
Effect of mistake (Art. 1331 CC)
Usual exaggerations of trade (Art. 1340 CC)
Form of contracts generally no specific form required (Art. 1356 CC)
ARTICLE 16 ALLOWS THE FORMATION OF CONTRACT
IN ELECTRONIC FORM
SEC. 16. Formation and Validity of Electronic Contracts. - (1) Except as
otherwise agreed by the parties, an offer, the acceptance of an offer and
such other elements required under existing laws for the formation of
contracts may be expressed in, demonstrated and proved by means of
electronic data message or electronic documents and no contract shall
be denied validity or enforceability on the sole ground that it is in the form
of an electronic data message or electronic document, or that any or all of
the elements required under existing laws for the formation of the
contracts is expressed, demonstrated and proved by means of electronic
documents.
EXPRESS CONSENT: MANUAL AND
ELECTRONIC SIGNATURES

Manual person gives his consent by means of affixing his signature on a document.
- Thumbmark was held to be sufficient to indicate consent (CLEOFAS v. Peter Memorial Park,
Inc.)
Electronic - Electronic signature on the electronic document is now recognized as equivalent to the
signature of a person on a written document. (sec. 8 RA 8792)
WHEN AND WHERE MEETINGS OF MINDS OR
CONTRACT HAVE BEEN REACHED

General Rule: Article 1319 of NCC contract is perfected from the moment the acceptance comes
to the knowledge of the offeror

Section 20 of RA 8792 Agreement on Acknowledgment of Receipt of Electronic Data Messages

or Electronic Documents.
RULES REGARDING ACKNOWLEDGMENT OF RECEIPT OF ELECTRONIC DATA MESSAGE

On or before sending of electronic document seller and buyer agreed or seller

requested that receipt be acknowledged:

Rule 1: not agreement as to particular form or method, acknowledgment through any

communication or conduct is deemed sufficient that message or electronic document
has been received. (ex. Payment by buyer or buyer keeping of the goods)

Rule 2: if effectivity conditioned on acknowledgment, considered not sent until

acknowledged (ex. condition of reply email)

Rule 3: Effectivity not conditioned on acknowledgement, but no receipt, reasonable

time to reply, if none, deemed never sent

Note. This provision applies only in instances where the parties have either agreed or the
originator has requested an acknowledgment of receipt.
TIME OF RECEIPT OF ELECTRONIC DATA
MESSAGES OR ELECTRONIC DOCUMENTS
*Take note that the Civil code provision on offers by telegram no perfection until seller has
knowledge of acceptance
Special rules for electronic contracts
Unless otherwise agreed, dispatch (time of receipt) when enters information system
outside the control of seller (ex. email leaves seller's email server, goes through net,
enters email server of buyer)
Unless otherwise agreed, receipt when:
(1) if buyer designated IS time message enters designated information system (if both
use system, receipt when buyer retrieves message);
(2) sent to IS not designated, time when message retrieved by buyer;
(3) buyer not designate an IS, time when message enters IS of buyer
DIAGRAM

Dispatch = enters information system (IS) outside the sellers control (e-mail of seller enters e-mail
of the buyer)

Designated IS, sent there = time message entered designated IS

Designated IS, but not sent there = time message retrieved by buyer

No designated IS = time message enters buyers IS

PLACE OF DISPATCH AND RECEIPT OF ELECTRONIC DATA MESSAGE OR ELECTRONIC DOCUMENT.

Article 1319 presumption that contract have been entered into in the place where the offer
was made

Example: offer was made by cellphone in manila to someone in Cebu or anywhere far
away.
- Article 1319 applies. This is merely a rebuttable, not conclusive presumption.
THANK YOU!