G.R. No. 115849 ; January 24, 1996
First Philippine International Bank (Formerly Producers Bank of the Philippines) and Mercurio Rivera, petitioners, vs. Court of Appeals, Carlos Ejercito, in substitution of Demetrio Demetria, and Jose Janolo, respondents.

FACTS

Petitioner Producers Bank (now First Philippine International Bank) acquired six parcels of land in Sta. Rosa, Laguna, through foreclosure. Respondents Demetrio Demetria and Jose Janolo, through an exchange of letters and meetings, negotiated to purchase the property. Janolo sent a formal purchase offer of P3.5 million to the bank, addressed to petitioner Mercurio Rivera, the bank’s Property Management Department Manager. Rivera, by letter, countered with an offer of P5.5 million, stating the bank’s approval was subject to the availability of the titles and a clean environment. Janolo, through counsel, accepted the P5.5 million counter-offer in writing. The bank, however, later refused to consummate the sale. Respondents filed a suit for specific performance. During the pendency of this suit, the bank’s majority shareholders and directors filed a separate derivative suit seeking to annul the sale, which the trial court consolidated with the main case.

ISSUE

The primary issues were: (1) Whether a perfected contract of sale existed despite the absence of a formal deed, based on the exchange of letters and Rivera’s authority; (2) Whether the bank’s conservator could repudiate the contract; and (3) Whether the filing of the derivative suit constituted forum-shopping.

RULING

The Supreme Court affirmed the existence of a perfected contract of sale. A contract is perfected by mere consent, which is manifested by the meeting of the offer and acceptance upon the subject matter and price. Rivera’s letter of September 1, 1987, constituted a valid counter-offer of P5.5 million, which Janolo absolutely accepted. This meeting of minds perfected the contract. The Court ruled that Rivera, as manager of the Property Management Department, had apparent authority to negotiate and bind the bank for the sale of its acquired assets. The bank clothed him with such authority by designating him to handle the transaction. The bank’s subsequent appointment of a conservator did not invalidate the already perfected contract. The conservator’s role is to preserve the bank’s assets, not to repudiate valid obligations. Lastly, the filing of the derivative suit during the pendency of the specific performance case constituted forum-shopping. It was a clear attempt to seek the same relief in another proceeding, violating the rules against multiplicity of suits. The Court upheld the award of specific performance, ordering the bank to execute the deed of sale upon payment of P5.5 million.