GR 164587; (February, 2008) (Digest)
G.R. No. 164587 ; February 4, 2008
Rockland Construction Company, Inc. vs. Mid-Pasig Land Development Corporation
FACTS
Petitioner Rockland Construction Company, Inc. sought to lease a 3.1-hectare property from respondent Mid-Pasig Land Development Corporation. Rockland sent a formal lease offer to Mid-Pasig on March 1, 2000. Upon Mid-Pasig’s instruction, Rockland redirected the offer to the Presidential Commission on Good Government (PCGG), which controlled the property, on April 15, 2000. Mid-Pasig received a copy but did not respond. On June 8, 2000, Rockland sent another letter to Mid-Pasig’s Chairman, enclosing a P1 million check as a sign of good faith. Mid-Pasig received this letter on July 28, 2000.
Rockland later claimed that Mid-Pasig had accepted its offer because the P1 million check was credited to Mid-Pasig’s account on December 5, 2000. In a follow-up letter dated February 2, 2001, Rockland presumed acceptance based on this deposit. Mid-Pasig, however, denied accepting the offer or knowingly depositing the check. It replied on February 6, 2001, stating it only then discovered the check’s origin and purpose, and categorically refused the lease application. Rockland filed an action for specific performance to compel execution of a lease contract.
ISSUE
Was there a perfected contract of lease between the parties?
RULING
No. The Supreme Court affirmed the Court of Appeals’ ruling that no contract of lease was perfected. For a contract to be perfected, there must be consent, or a meeting of the minds upon the offer and acceptance of the essential terms. Here, Mid-Pasig never accepted Rockland’s offer. The mere crediting of the P1 million check to Mid-Pasig’s account did not constitute implied acceptance. Mid-Pasig consistently and expressly rejected the offer upon learning of the check’s origin. Acceptance must be intentional and unequivocal; it cannot be presumed from an act done without knowledge of its legal implications.
Furthermore, Rockland’s subsequent conduct contradicted its claim of a perfected contract. It neither took possession of the property nor paid monthly rentals, acts expected if a lease agreement existed. The Court also found no basis for estoppel, as Mid-Pasig’s actions were not unequivocal or intentional to mislead Rockland. Since there was no consent, a contract was never perfected. The petition was denied.