GR 16932; (May, 1922) (CRITIQUE)
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THE AI-ASSISTED CRITIQUE
The Court correctly applied the principles of contract formation to determine that a binding agreement was perfected on October 7, 1918, when Paz Roman cabled her acceptance of the $15,000 offer presented by her attorney-in-fact, Jose V. Ramirez. This analysis hinges on the fundamental distinction between a mere offer and a perfected contract of sale. The owner’s prior communications with her nephew, Angel Ma. Roman, constituted only invitations to treat or counteroffers; they did not create an irrevocable option or agency in his favor. The Court’s reliance on Res Ipsa Loquitur of the cablegram evidence was sound, as it clearly demonstrated a meeting of the minds between the principal and the purchaser through her duly authorized agent, Ramirez, prior to any subsequent offer from the appellant.

The decision properly underscores the legal significance of a special power of attorney in real estate transactions. The Court noted that Paz Roman’s letter of September 19 explicitly stated that nothing could be done without Ramirez, her attorney-in-fact. This established Ramirez as the exclusive agent with authority to conclude a sale, a status later formalized by the executed power of attorney. The nephew, Angel Ma. Roman, was at most a mere intermediary or broker without binding authority. The Court rightly found no basis for the appellant’s claim of a prior perfected contract, as the nephew’s actions after October 7—including the belated cable on November 27—were legally ineffectual against a sale already consummated through the proper channel of agency.

Ultimately, the Court’s dismissal of claims for annulment and damages was legally inevitable. There was no finding of fraud or conspiracy, and the appellant’s offer was both subsequent to and lower than the perfected $15,000 sale. The principle of Pacta Sunt Servanda governs the valid contract with Bellis. The appellant’s remedy, if any, would lie against the nephew for any misrepresentations about his authority, not against the innocent third-party purchaser or the principal who acted through her lawful agent. The ruling effectively protects the stability of concluded transactions and clarifies the hierarchy of authority when multiple intermediaries are involved.