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Johannes-Schuback v.

CA
(GR 105387, 11 November 1993)

FACTS:
Ramon San Jose of Philippine SJ Industrial Trading entered into a contract with
Johannes Schuback & Sons Philippine Trading Corporation through the Philippine Consulate
General in Hamburg, West Germany, in order to purchase a MAN bus spare parts from
Germany. Schuback communicated with its trading partner, Johannes Schuback and Sohne
Handelsgesellschaft m.b.n. & Co. (Schuback Hamburg) conerning the spare parts that San
Jose wanted to order. After several exchange of transactions, Schuback submitted its formal
offer containing the item number, quantity, part number, description, unit price and its total
to San Jose written Purchase Order 0101. Consequently, San Jose personally submitted the
list of items to Mr. Dieter Reichert, General Manager of Schuback, at the latters residence,
which were written in ink by San Jose in the same PO previously submitted, with a note
saying that there will be a 3% discount.
Upon receiving partial deliveries of NDK to Johannes Schuback, which the latter paid,
Schuback reminded San Jose of his order and advised that the case may be endorsed to its
lawyers. San Jose replied that he did not make any valid PO and that there was no definite
contract between him and Schuback. The latter sent a rejoinder explaining that there is a
valid PO and suggesting that San Jose either proceed with the order and open a letter of
credit or cancel the order and pay the cancellation fee of 30% F.O.B. value, or Schuback will
endorse the case to its lawyers. Schuback Hamburg issued a Statement of Account to
Schuback enclosing therewith Debit Note charging Schuback 30% cancellation fee, storage
and interest charges amounting to DM 51,917.81 which was already deducted from
Schubacks account with Schuback Hamburg.
Schuback filed a complaint for recovery of actual or compensatory damages,
unearned profits, interest, attorneys fees and costs against San Jose. The trial court ruled in
favor of Schuback by ordering San Jose to pay it, among others, actual compensatory
damages in the amount of DM 51,917.81, unearned profits in the amount of DM14,061.07,
or their peso equivalent. However, Court of Appeals reversed the decision by saying that
there was no perfection of contract since there was no meeting of the minds as to the price
between.

ISSUE:
Whether the sale has been perfected between the parties
HELD:
YES. Article 1319 of the Civil Code states that "Consent is manifested by the meeting
of the offer and 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." The offer by petitioner was apparent when it submitted its
proposal containing the item number, quantity, part number, description, the unit price and
total to private respondent. And upon the act of San Jose in informing the petitioner of his
desire to avail of the prices of the parts at that time and simultaneously enclosed its
Purchase Order, there is already a meeting of the minds between vendor and vendee, the
object of the contract: being the spare parts and the consideration.
Although the quantity to be ordered was made determinate only when San Jose
submitted the list to the general manager, quantity is immaterial in the perfection of a sales
contract. What is of importance is the meeting of the minds as to the object and cause,
which from the facts disclosed, show that as of informing his desire to avail the prices of the
parts, these essential elements had already concurred.

NOOL vs CA
FACTS

One lot formerly owned by Victorio Nool (TCT T-74950) has an area of 1 hectare.
Another lot previously owned byF rancisco Nool (TCT T-100945) has an area of 3.0880
hectares, both parcels are situated in San Manuel, Isabela. Certain spouses Conchita Nool
and Gaudencio Almojera, herein petitioner, alleged that they are the owners of the subject
land as they bought the same from Victorio and Francisco Nool, and that as they are in need
of money, they obtained a loan from the Ilagan Branch of the DBP (Ilagan, Isabela), secured
by a real estate mortgage on the said parcels of land, which were still registered in the
names of Victorino and Francisco Nool, at that time. Upon the failure of the plaintiffs to pay
the said loan, including interest and surcharges, totaling P56,000.00, the mortgage was
foreclosed.
Upon period of redemption, certain Anacleto Nool redeemed thr foreclosed properties, and
the title of the 2 parcels of land were transferred to his name with a condition that upon
payment of the balance of P14,000, the plaintiffs were to regain possession of the parcels of
land, which the defendants failed to pay, but refused to return the parcel the parcel of land.
It should be stressed that Manuel S. Mallorca, authorized officer of DBP, certified that the 1year redemption period (from 16March 1982 up to 15 March 1983) and that the mortgagors

right of redemption was not exercised within this period. Hence, DBP became the absolute
owner of said parcels of land for which it was issued new certificates of title, both entered by
the Registry of Deeds for the Province of Isabela. About 2 years thereafter, DBP entered into
a Deed of Conditional Sale involving the same parcels of land with Anacleto Nool as vendee.
Subsequently, the latter was issued new certificates of title on 8 February 1988.
The trial court ruled in favor of the defendants, declaring the private writing to be an
option to sell, not binding and considered validly withdrawn by the defendants for want of
consideration; ordering the plaintiffs to return to the defendants the sum of P30,000.00 plus
interest thereon at the legal rate, from the time of filing of defendants counterclaim until
the same is fully paid; to deliver peaceful possession of the 2 hectares; and to pay
reasonable rents on said 2 hectares at P5,000.00 per annum or at P2,500.00 per cropping
from the time of judicial demand until the said lots shall have been delivered to the
defendants; and to pay the costs.
ISSUE: Whether the Contract of Repurchase is valid.
HELD: Nono dat quod non habet, No one can give what he does not have; Contract of
repurchase inoperative thus void.
A contract of repurchase arising out of a contract of sale where the seller did not have any
title to the property sold is not valid. Since nothing was sold, then there is also nothing to
repurchase.
In the present case, there is no allegation at all that petitioners were authorized by
DBP to sell the property to the private respondents. Further, the contract of repurchase that
the parties entered into presupposes that petitioners could repurchase the property that
they sold to private respondents. As petitioners sold nothing, it follows that they can
also repurchase nothing. In this light, the contract of repurchase is also inoperative and by
the same analogy, void.
The Supreme Court denied the petition, and affirmed the assailed decision of the Court of
Appeals

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