GR L 5003; (June, 1953) (Digest)
G.R. No. L-5003 June 27, 1953
NAZARIO TRILLANA, administrator-appellee, vs. QUEZON COLLEGE, INC., claimant-appellant.
FACTS
Damasa Crisostomo sent a letter dated June 1, 1948, to the Board of Trustees of Quezon College, subscribing to 200 shares of its capital stock. The letter, written on a general form from the College, indicated an initial payment would be enclosed, with the balance payable per law and College regulations. However, in her handwritten insertion, Damasa stated she did not enclose any payment and specified, “babayaran kong lahat pagkatapos na ako ay makapagpahuli ng isda” (I will pay all after I have caught fish). Damasa died on October 26, 1948, without having made any payment. Quezon College, Inc. filed a claim against her estate for P20,000, the value of the subscription. The Court of First Instance of Bulacan dismissed the claim on the ground that the subscription was not registered with nor authorized by the Securities and Exchange Commission. Quezon College, Inc. appealed.
ISSUE
Whether a valid and enforceable contract of subscription to corporate stock was perfected between Damasa Crisostomo and Quezon College, Inc.
RULING
No. The Supreme Court affirmed the dismissal of the claim, but on grounds different from the trial court. The Court held that no binding contract was perfected. Damasa’s application, containing her own term of payment (“after I have caught fish”), constituted a counter-offer that varied the terms of the College’s form letter. There was no evidence that Quezon College, Inc. accepted this counter-offer or that any such acceptance was communicated to Damasa during her lifetime. Thus, the relation remained a preliminary negotiation that did not ripen into an enforceable contract. Furthermore, the proposed condition for payment—dependent solely upon Damasa’s will to catch fish—was a potestative or facultative condition on the part of the debtor. Under Article 1115 of the old Civil Code, such a condition renders the entire conditional obligation void, not merely the condition itself. Consequently, no valid obligation arose from the subscription letter.