G.R. No. 123908 February 9, 1998
LEON CO, petitioner, vs. COURT OF APPEALS and BENITO NGO, respondents.

FACTS

On September 3, 1976, private respondent Benito Ngo purchased Lots Nos. 7-A and 7-B from Nazario Gonzales. He already owned adjacent lots, and the entire Lot No. 7 was subsequently issued TCT No. 91 in his name on September 15, 1976. On November 3, 1976, Antonio Ong filed an action against Benito Ngo for annulment of sale, reconveyance, and damages, claiming he had purchased the same lots from Gonzales through an attorney-in-fact. On March 11, 1979, the Filipino-Chinese Chambers of Commerce of Naga and Iriga held a joint meeting to settle the dispute. A consensus was reached to divide the litigated area: Lot No. 7-A to Antonio Ong and Lot No. 7-B to Benito Ngo. To compensate Ong, his uncle Jorge Ong agreed to give him P30,000.00. Regarding Lot No. 7-B, which was occupied by a lessee, Ong To, it was resolved that Ong To would vacate for P40,000.00, with Buenaventura Ngo and Melecio Ngo (Benito’s brothers) each paying P15,000.00, and petitioner Leon Co (Benito’s brother-in-law) paying P10,000.00. On April 23, 1979, Antonio Ong and Benito Ngo executed an amicable settlement reflecting this division. Before court approval, petitioner Leon Co filed a complaint-in-intervention, alleging it was agreed during the Chambers’ meeting that Lot No. 7-B would be sold to him for P49,500.00, which Benito Ngo vehemently denied. The trial court initially ordered Ngo to reconvey Lot No. 7-B to Co plus damages. On appeal, the Intermediate Appellate Court nullified this decision for violating procedural due process and remanded the case. After trial on remand, the Regional Trial Court sustained Co’s claim of a verbal sale in August 1976 for P49,500.00, ordering reconveyance and awarding damages. The Court of Appeals initially affirmed but reduced moral damages. Upon Ngo’s motion for reconsideration, the Court of Appeals reversed itself and dismissed Co’s complaint-in-intervention. Co’s motion for reconsideration was denied, prompting this petition.

ISSUE

Whether there was a perfected contract of sale between petitioner Leon Co and private respondent Benito Ngo over Lot No. 7-B.

RULING

No, there was no perfected contract of sale. The Supreme Court affirmed the Court of Appeals’ Resolution dismissing the complaint-in-intervention. The rule giving great weight to the trial court’s factual findings is not absolute; an exception is when substantial facts have been overlooked that would justify a different conclusion. The appellate court, upon reexamination, found that certain facts were overlooked, leading to a misappreciation of evidence. Petitioner’s sole documentary basis was the Minutes of the March 11, 1979 meeting, which contained no agreement for the sale of the lot between the parties. It only showed that Co and Ngo’s relatives agreed to contribute funds to compensate Ong To to vacate. Petitioner’s claim that he issued checks for P19,500.00 as partial payment was negated by respondent’s destruction of those checks, indicating non-acceptance. A definite agreement on the manner of payment of the price is essential for a binding contract of sale. The evidence did not establish a definitive agreement or meeting of the minds on the price or terms of payment. The non-encashment of the checks showed Ngo’s non-acceptance of the offer, and there was no showing petitioner paid the full alleged purchase price. Therefore, no contract of sale was perfected. The petition was denied.