G.R. No. 231053 . April 04, 2018
DESIDERIO DALISAY INVESTMENTS, INC., PETITIONER, VS. SOCIAL SECURITY SYSTEM, RESPONDENT.

FACTS

Petitioner Desiderio Dalisay Investments, Inc. (DDII), part of the Dalisay Group of Companies (DGC), had outstanding liabilities with respondent Social Security System (SSS) for unremitted premium contributions. To settle these obligations, DDII, through its counsel Atty. Honesto Cabarroguis, offered a parcel of land and building in Davao City via dacion en pago. During a meeting with the SSS Committee on May 27, 1982, Atty. Cabarroguis, representing DGC, formally offered the properties for P2,000,000 and stated his clients were ready to vacate and that SSS could prepare the necessary deeds. The SSS Commission subsequently issued Resolution No. 849 on June 9, 1982, accepting the dacion offer at the appraised value of P2,000,000, subject to specific terms on the application of the amount. SSS informed DDII of this acceptance via a letter dated June 17, 1982.
Despite the acceptance, DDII later refused to execute the final deed of sale and failed to deliver the property titles. SSS filed a complaint for specific performance. The Regional Trial Court ruled in favor of SSS, ordering DDII to execute the deed and deliver the titles. The Court of Appeals affirmed this decision. DDII elevated the case to the Supreme Court, arguing that no perfected contract of sale existed because its offer was not accepted absolutely and that the authority of its counsel to bind it was questionable.

ISSUE

Whether a contract of dacion en pago was perfected between DDII and SSS.

RULING

Yes, a contract of dacion en pago was perfected. The Supreme Court held that all the essential elements of a contract—consent, object, and cause—were present. Consent was manifested through a clear offer and acceptance. DDII’s offer, made by its authorized counsel during the May 27 meeting, was definite: the properties were offered at P2,000,000 to extinguish the debt. The acceptance by the SSS Commission through its June 9 Resolution was absolute. The Court found that the subsequent letter from SSS detailing terms for applying the P2,000,000 to the debt did not constitute a conditional acceptance, but merely outlined the mechanics of the dacion, which is inherent to such an arrangement where property is alienated to extinguish an obligation. The authority of Atty. Cabarroguis was established by DDII’s own board resolution authorizing the sale and by DDII’s subsequent acts, including preparing the property for turnover, which ratified his authority. Therefore, a binding contract was perfected, and DDII was obligated to comply. The petition was denied.