G.R. No.

L-46715-16 July 29, 1988

LEONCIA T. ZAIDE, et. at. vs. Court of Appeals
NARVASA, J.:
Facts: On January 11, 1965, Edita Zaide executed a public instrument denominated "Deed of
Sale" by which, in consideration of P5,000.00 paid to her, she sold the parcel of land covered
by TCT No. 69088 to Leoncia T. Zaide. The deed described both the vendor, Edita Zaide, and
the vendee, Leoncia T. Zaide, as "married," but named neither of their husbands. The
document however did bear the signature of Edita's husband, Roberto de Leon, indicating his
"marital consent."
The omission of the name of the vendee's husband in the deed of sale gave rise to a
problem. Precisely because of it, the Register of Deeds refused to accept it for registration. A
second deed of sale couched in the same terms as the first but this time with the names of
the husbands of both the vendor and the vendee -was made and shortly thereafter was
presented to, and was promptly accepted for registration, by the Register of Deeds. The latter
then issued a new title, TCT No. 138606, in the name of "Leoncia T. Zaide, married to Primitivo
Zaide."
With this lot as collateral, the Zaide Spouses thereafter obtained a loan from the
Government Service Insurance System in the sum of P28,500.00. This was sometime in
November, 1964. The proceeds were used to construct a two-story apartment building on the
land.
On June 1, 1969, the house of the de Leons burned down. They moved to one of the doors of
the apartment built by the Zaide Spouses. They were asked to pay rentals. They refused.
Litigation ensued.
The de Leon Spouses filed a complaint with the Court of First Instance of Rizal against
the Zaide Spouses alleging that the second deed of sale was forged and therefore should be
cancelled. The De Leon spouses reasoned that they "could not possibly have sold their lot for
the measly sum of P5,000.00 appearing in the forged deed ..considering that the market price
of the land ... cannot be less than P20,000.00.
CFI rendered judgement in favor of the Zaide Spouses i.e the second deed of sale is
VALID. CA reversed. Hence, this the instant case.
Issue: Whether or not the first Deed of sale is valid even if defective of faulty in its form.
Held: YES, the first deed of sale is VALID. Although the first deed of sale was genuine, it was
so far defective as to render it unregistrable in the Registry of Property. As already pointed out,
it did not set forth the name of the vendee's husband and was for this reason refused
registration by the Register of Deeds. The defect was unsubstantial. It did not invalidate
the deed. The legal dispositions are clear. Though defective in form, the sale was valid; and
the parties could compel each other to do what was needful to make the document of sale
registrable. The law generally allows a contract of sale to be entered into in any form, whether
"in writing, or by word of mouth, or partly in writing and partly by word or mouth, or (even)
inferred from the conduct of the parties;" but if the agreement concerns "the sale of land or of
an interest therein," the law requires not only that "the same, or some note or memorandum
thereof, be in writing, and subscribed by the party charged" in order that it may be enforceable
by action, but also that the writing be in the form of a "public document." The law finally
provides that "If the law requires a document or other special form, as in the acts and
contracts enumerated in .. (Article 1358), the contracting parties may compel each other to
observe that form, once the contract has been perfected .. (and such) right may be exercised
simultaneously with the action upon the contract."
In the case at bar, the Zaides thus had the right to compel the de Leons to observe the special
form prescribed by law; i.e., revised the public document by inserting the name of the
vendee's husband. Indeed, this was precisely what was done in the second deed of sale.

G.R. No. 118509 December 1, 1995

LIMKETKAI SONS MILLING, INC vs. COURT OF APPEALS
MELO, J.:
Facts: In 1976, Philippine Remnants Co., Inc. constituted the Bank of the Philippine Islands
(BPI) as its trustee to manage, administer, and sell its real estate property, one of which was
the disputed lot in Pasig. In 1988, Pedro Revilla, Jr., a licensed real estate broker, was given
formal authority by BPI to sell the lot for P1,000/sqm. Broker Revilla contacted Alfonso Lim of
Limketkai Sons Milling (LSM) who agreed to buy the land. LSM asked that the price of
P1,000/sqm. be reduced to P900.00 while Albano stated the price is to be P1,100.00. The
parties finally agreed that the lot would be sold at P1,000/sqm. to be paid in cash.
Notwithstanding the final agreement to pay P1,000/sqm. on a cash basis, Alfonso Lim (LSM
official) asked if it was possible to pay on terms. The bank officials stated that there was no
harm in trying to ask for payment on terms because in previous transactions, the same had
been allowed. It was the understanding, however, that should the term payment be
disapproved, then the price shall be paid in cash. It was Albano who dictated the terms under
which the installment payment may be approved, and acting thereon, Alfonso Lim wrote BPI
through Merlin Albano embodying the payment initially of 10% and the remaining 90% within
a period of 90 days. 2 or 3 days later, LSM learned that its offer to pay on terms had been
frozen. Alfonso Lim went to BPI and tendered the full payment of P33,056,000.00 to Albano.
The payment was refused because Albano stated that the authority to sell that particular piece
of property in Pasig had been withdrawn from his unit. The same check was tendered to BPI
Vice-President Nelson Bona who also refused to receive payment.
LSM filed an action for specific performance with damages against BPI. In the course of
the trial, BPI informed the trial court that it had sold the property under litigation to National
Book Store (NBS) in 1989. The complaint was thus amended to include NBS. RTC ruled in favor
of LSM, holding that there was a perfected contract of sale between LSM and BPI. CA reversed,
holding that no contract of sale was perfected because there was no concurrence of the three
requisites enumerated in Article 1318 of the Civil Code.
Issue: Whether or not there was a perfected contract between petitioner Limketkai Sons
Milling, Inc. and respondent Bank of the Philippine Islands (BPI) covering the sale of a parcel of
land, approximately 3.3 hectares in area, and located in Barrio Bagong Ilog, Pasig City, Metro
Manila.
Held: YES. There was a meeting of the minds between the buyer and the bank in respect to
the price of P1,000/sqm. The requirements in the payment of the purchase price on terms
instead of cash were suggested by BPI Vice-President Albano. Since the authority given to
broker Revilla specified cash payment, the possibility of paying on terms was referred to the
Trust Committee but with the mutual agreement that if the proposed payment on terms will
not be approved by our Trust Committee, Limketkai should pay in cash, the amount was no
longer subject to the approval or disapproval of the Committee, it is only on the terms. The
record shows that if payment was in cash, either broker Revilla or Aromin had full authority.
But because LSM took advantage of the suggestion of Vice-President Albano, the matter was
sent to higher officials. Immediately upon learning that payment on terms was frozen and/or
denied, Limketkai exercised his right within the period given to him and tendered payment in
full, thus complying with their agreement.
The negotiation or preparation stage started with the authority given by Philippine Remnants to
BPI to sell the lot, followed by the authority given by BPI and confirmed by Philippine
Remnants to broker Revilla to sell the property, the offer to sell to Limketkai, the inspection of
the property and the negotiations with Aromin and Albano at the BPI offices. The perfection of
the contract took place when Aromin and Albano, acting for BPI, agreed to sell and Alfonso Lim
with Albino Limketkai, acting for LSM, agreed to buy the disputed lot at P1,000/sqm. Aside
from this there was the earlier agreement between LSM and the authorized broker.

G.R. No. 128120 October 20, 2004

Swedish Match AB vs. Court of Appeals
Ponente: Tinga, J.

Facts: Swedish Match, AB (SMAB) is a corporation organized under the laws of Sweden, however,

had 3 subsidiary corporations in the Philippines organized under Philippine laws: Phimco,
Provident Tree Farms, Inc, and OTT/Louie (Phils,), Inc.
In 1988, STORA, its parent company, decided to sell SMAB and the latters worldwide match,
lighter and shaving products operation to Swedish Match NV (SMNV). Enriquez, VP of SMSA
(management company of SMAB), was held under special instructions that the sale of Phimco
shares should be executed on or before June 30, 1990. Respondent GM Antonio Litonjua of ALS
Management and Development Corp. was one of the interested parties to acquire Phimco shares,
offering US$36 million. After an exchange of information between CEO Rossi of SMAB and
Litonjua, the latter informed that they may not be able to submit their final bid on the given deadline
considering that the acquisition audit of Phimco and the review of the draft agreements have not
been completed.
In a letter dated July 3, 1990, Rossi informed Litonjua that on July 2, SMAB signed a conditional
contract with a local group for the disposal of Phimco and that the latters bid would no longer be
considered unless the local group would fail to consummate the transaction on or before
September 15, 1990. Irked by SMABs decision to junk his bid, Litonjua asserted that the US$36
million bid was final, thus finalizing the terms of the sale.
After 2 months from receipt of Litonjuas letter, Enriquez informed the former that the proposed sale
with the local buyers did not materialize and invited to resume negotiations for the sale of Phimco
shares based on a new set of conditions, as to reducing the period of sale from 30-day to 15, to
which Litonjua expressed objections and emphasized that the new offer constituted an attempt to
reopen the already perfected contract of sale.

Issue: Wether or not there was a perfected contract of sale between petitioners and respondents,
with respect to the Phimco shares.

Held:No, there was no perfected contract of sale since Litonjuas letter of proposing acquisition of
the Phimco shares for US$36 million was merely an offer. Consent in a contract of sale should be
manifested by the meeting of the offer and acceptance upon the thing and the cause which are to
constitute the contract. The lack of a definite offer on the part of the respondents could not possibly
serve as the basis of their claim that the sale of the Phimco shares in their favour was perfected,
for one essential element of a contract of sale needed to be certain --- the price in money or its
equivalent. Obviously, there can be no sale without a price. Respondents attempt to prove the
alleged verbal acceptance of their US$36 million bid becomes futile since there was in the first
place no meeting of the minds with respect to the price, and such was merely a preliminary offer.
Respondents failure to submit their final bid on the deadline set by the petitioners prevented the
perfection of the contract of sale.
*Petition was GRANTED.