GR 144661; (June, 2005) (Digest)
G.R. No. 144661 and 144797; June 15, 2005
DEVELOPMENT BANK OF THE PHILIPPINES, petitioner, vs. SPOUSES FRANCISCO ONG and LETICIA ONG, respondents.
FACTS
Respondents Spouses Ong offered to purchase a foreclosed property from petitioner DBP on a negotiated sale basis for ₱136,000. Their written offer, dated May 25, 1988, included a ₱14,000 deposit and explicitly stated: “it being expressly understood, however, that the same does not bind the DBP to the offer until after my/our receipt of its approval by the higher authorities of the bank.” The branch manager noted the offer. Later, DBP informed the spouses of a competing offer and gave them three days to match its terms, which they did. Subsequently, DBP decided to offer the property at public bidding instead. The spouses sued for specific performance and damages.
The Regional Trial Court initially dismissed the complaint, finding no perfected contract. Upon reconsideration and after respondents presented evidence, it ruled in their favor, ordering DBP to execute a deed of sale. The Court of Appeals affirmed, holding that a contract of sale was perfected upon DBP’s acceptance through the branch manager’s actions, including the issuance of an official receipt labeling the ₱14,000 as a “downpayment.”
ISSUE
Whether a contract of sale was perfected between the parties.
RULING
No. The Supreme Court reversed the appellate court and dismissed the complaint. The legal logic centers on the requirements for a perfected contract under Article 1319 of the Civil Code, which demands concurrence of offer and acceptance. The respondents’ written offer contained an express condition: it was not binding upon DBP until approved by its higher authorities. This condition was never fulfilled, as no such approval was ever communicated to or received by the respondents. The branch manager’s act of “noting” the offer and issuing a receipt did not constitute acceptance that could override this explicit stipulation. The Court emphasized that the parties’ intent, as manifested in their written agreement, is paramount. The official receipt’s use of the term “downpayment” did not alter the nature of the transaction, as the offer itself consistently referred to the amount as a “deposit” contingent on higher approval. Without the stipulated acceptance from the bank’s higher authorities, no meeting of the minds occurred, and consequently, no contract of sale was ever perfected. DBP was therefore not in breach for not proceeding with the sale.