GR 159373; (November, 2006) (Digest)
G.R. No. 159373 ; November 16, 2006
JOSE R. MORENO, JR., Petitioner, vs. Private Management Office (formerly, ASSET PRIVATIZATION TRUST), Respondent.
FACTS
Petitioner Jose R. Moreno, Jr., owner of several floors and the lot of the J. Moreno Building, claimed a right of first refusal over the 2nd to 6th floors owned by respondent Asset Privatization Trust (APT). On February 22, 1993, APT, through Trustee Juan W. Moran, informed Moreno that its Board agreed he had the right of first refusal and requested a 10% deposit of a “suggested indicative price” of ₱21 million by February 26, 1993. Moreno complied and paid ₱2.1 million. Subsequently, APT retracted, stating its Legal Department questioned the price computation and later set a “tentative” settlement price of over ₱42 million.
The parties submitted a Joint Stipulation of Facts to the Regional Trial Court (RTC), which ruled in favor of Moreno, ordering APT to sell the floors for ₱21 million. The Court of Appeals (CA) reversed the RTC, finding no perfected contract of sale. Moreno elevated the case to the Supreme Court via a Petition for Review on Certiorari.
ISSUE
Whether a perfected contract of sale existed between the parties for the subject floors at the price of ₱21 million.
RULING
No. The Supreme Court affirmed the CA’s decision, holding that no contract of sale was perfected. A contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price. The February 22, 1993 letter from APT, which Moreno relied upon, was merely an invitation for him to make an offer. The letter’s use of the terms “suggested indicative price” and its request for a deposit to “indicate [Moreno’s] serious interest” demonstrated that the price was not yet definite and the parties were still in the negotiation stage. The deposit was a mere earnest money to show good faith, not proof of a perfected sale.
Furthermore, APT’s authority was limited by its charter, Proclamation No. 50, which required approval from the Committee on Privatization for the final sale of assets. The letter from Trustee Moran could not bind APT to a final sale price absent this requisite approval. The subsequent communications from APT, which disavowed the ₱21 million price and proposed a new figure, conclusively proved the absence of a meeting of the minds on a definite purchase price, which is an essential element for a perfected contract of sale. Therefore, Moreno could not compel APT to sell the property at the initial suggested price.