G.R. No. L-55665 February 8, 1989
DELTA MOTOR CORPORATION, petitioner, vs. EDUARDA SAMSON GENUINO, JACINTO S. GENUINO, Jr., VICTOR S. GENUINO, HECTOR S. GENUINO, EVELYN S. GENUINO, and The COURT OF APPEALS, respondents.

FACTS

Petitioner Delta Motor Corporation submitted two letter-quotations in July 1972 to private respondents, owners of the España Extension Iceplant and Cold Storage, offering to sell black iron pipes. The letters, dated July 3 and July 18, specified the prices, terms of payment, and contained stipulations that the price offer would remain firm for thirty days and that delivery was “ex-stock subject to prior sales.” Hector Genuino accepted both offers within the thirty-day period by signing the documents, which stated that such signing served as a contract. Private respondents made initial down payments totaling P15,900. Delta did not deliver the pipes, and the Genuinos did not pay subsequent installments or execute a required promissory note. In 1975, after a delay of nearly three years, the Genuinos requested delivery. Delta refused to deliver at the 1972 prices, invoking the price stipulation and citing increased costs, and instead submitted new, significantly higher price quotations. The Genuinos sued for specific performance.

ISSUE

Whether Delta Motor Corporation can refuse to deliver the black iron pipes at the 1972 contract prices and demand a price increase, thereby justifying rescission of the contracts.

RULING

No. The Supreme Court affirmed the Court of Appeals’ decision ordering specific performance. The contracts of sale were perfected upon the Genuinos’ acceptance of Delta’s offers within the thirty-day period, creating binding obligations for both parties. The legal logic is anchored on the principles of contract perfection and the immutability of terms. Under Article 1475 of the Civil Code, a contract of sale is perfected at the moment there is a meeting of minds upon the object and the price. The acceptance within the stipulated period fixed the terms, including the price, which Delta could no longer unilaterally alter. The “ex-stock” delivery clause did not make Delta’s obligation to deliver conditional upon the Genuinos’ immediate demand; it merely indicated the source of the goods. The Genuinos’ delay in requesting delivery did not constitute a breach warranting rescission under Article 1191, as the contracts did not specify a time for delivery, making their obligation to pay the subsequent installments and execute the promissory note demandable only upon Delta’s tender of delivery. Since Delta failed to make a valid tender at the contract price, the Genuinos were not in delay. Delta’s attempt to impose a new price based on market increases constituted a violation of the perfected contracts and the principle against unjust enrichment, as it had already received and used the substantial down payments. Therefore, Delta was ordered to deliver the pipes at the original prices upon the Genuinos’ compliance with their outstanding payment obligations.