Sps. Luis V. Cruz v. Sps. Alejandro Fernando, Sr. (G.R.

Moreover, Article 1475 of the Code further provides that the contract
No. 145470)
FACTS:
Petitioners are occupants of the front portion of a property in Baliuag,
Bulacan. In 1994, respondents filed RTC a complaint for accion
publiciana against petitioners, demanding the latter to vacate the
premises and pay the rentals.
Respondent alleged that prior to their acquisition of the property, the
original owners, in a Kasunduan, offered to sell the property to
petitioners but the latter failed to purchase it, hence, they were the ones
who bought it.
of sale is perfected at the moment there is a meeting of the minds upon
the thing which is the object of the contract and upon the price.
In a contract of sale, the title to the property passess to the vendee
upon the delivery of the thing sold, as distinguished from a contract to
sell where ownership is reserved in the vendor and is not to pass to the
vendee until the payment of the purchase price.
In the given case, the Kasunduan provides, among others, that the
Gloriosos agreed to sell petitioners a portion of the property and the
right of way thereof. However, no agreement to the manner of
payment of purchase price was stated. Hence, the Kasunduan is a
mere offer to sell and not a contract of sale since the manner of
payment of purchase price is an essential element of a contract of sale.

Petitioners filed a motion to dismiss but the RTC dismissed it for lack Therefore, the Kasunduan is a contract to sell.
of merit. They assert that the Kasunduan is perfected contract of sale,
hence, respondents are buyers in bad faith having bought that portion https://dennieidea.wordpress.com/2015/09/08/sps-luis-v-cruz-v-sps-
of the property despite the knowledge of the prior sale to them. alejandro-fernando-sr-g-r-no-145470/
However, the RTC ruled in favor of respondents. On appeal before the
CA, the appelate court affirmed the decision of the RTC. Hence, this
present case.

ISSUE:

Whether or not the said Kasunduan is a mere offer to sell or a

perfected contract of sale?

RULING:

The Court held No.

Under Article 1458 of the Civil Code, a contract of sale is a contract

by which one of the contracting prties obligates himself to transfer the
ownership and to deliver a determinate thing, and the other, to pay
therefor a price certain in money or its equivalent.
MANILA METAL CONTAINER CORP VS PNB

https://www.scribd.com/document/200927903/Manila-Metal-
Container-Corp-v-PNB-G-R-No-166862

VILLANUEVA VS CA
https://allinanutshelll.wordpress.com/2011/07/09/digest-villanueva-vs-
ca/

SANTOS VS CA
https://www.scribd.com/doc/33288005/Sales-Case-Digest-1
GAITE
http://princesslawyer.blogspot.com/2010/06/gaite-v-fonacier.html

MANILA METAL CONTAINER CORP VS. PNB
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.
PNB President did not conform to the letter but merely
indicated that he has received it.
Petitioner rejected this since PNB has already accepted
its downpayment so it can no longer increase the price.
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:
1. W/N the statement of account by SAMD is only a
recommendation subject to the approval of the BOD - YES
2. W/N there was a contract of sale - NO
3. W/N earnest money establishes a contract of sale NO
HELD:
Denied. Costs Against Petitioner.
1. 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.