G.R. No. 125531 February 12, 1997
JOVAN LAND, INC., petitioner, vs. COURT OF APPEALS and EUGENIO QUESADA, INC., respondents.

FACTS

Petitioner Jovan Land, Inc., through its President Joseph Sy, sought to purchase a property owned by private respondent Eugenio Quesada, Inc. Sy made a series of written offers. The first two offers, dated July 27, 1987 and July 31, 1989 for P10.25 million, were explicitly rejected by Conrado Quesada, the respondent’s General Manager. A third written offer dated August 10, 1989 for P12 million, which included a check for P1 million as earnest money, was sent. This third letter contained the annotation “Received original, 9-4-89” signed by Conrado Quesada. Petitioner filed a complaint for specific performance, contending this annotation perfected a contract of sale.

ISSUE

Whether a perfected contract of sale existed between the parties based on the annotation “Received original, 9-4-89” on the third offer.

RULING

No. The Supreme Court affirmed the lower courts’ rulings that no contract was perfected. A contract of sale requires consent (meeting of the minds), a determinate subject matter, and a price certain. The annotation “Received original” merely acknowledges receipt of the offer document, not an acceptance of its terms. It is a memorandum of receipt, not a binding agreement. The Court emphasized that the series of offers and rejections demonstrated the parties were still in the negotiation stage. Furthermore, the transaction involved real property and, absent a written agreement evidencing a sale, was unenforceable under the Statute of Frauds. The Court deferred to the trial court’s factual findings, which found Sy’s testimony on the alleged acceptance and earnest money inconsistent and unpersuasive. Thus, petitioner’s claim lacked a valid cause of action.