G.R. No. 173622 ; March 11, 2013
ROBERN DEVELOPMENT CORPORATION and RODOLFO M. BERNARDO, JR., Petitioners, vs. PEOPLE’S LANDLESS ASSOCIATION represented by FLORIDA RAMOS and NARDO LABORA, Respondent.

FACTS

Al-Amanah Islamic Development Bank owned a 2,000-square meter lot in Davao City. In 1992, it demanded that the informal settlers, later organized as the People’s Landless Association (PELA), vacate the property unless they purchased it. PELA offered ₱300,000.00, depositing ₱150,000.00 with Al-Amanah, as evidenced by bank receipts indicating “Partial deposit on sale.” However, Al-Amanah’s Head Office later disapproved the offer, citing a higher selling price, demanded vacation of the lot, and offered to refund the deposit. PELA claimed a perfected sale existed based on the deposit and an annotation on its offer letter.
Subsequently, Al-Amanah accepted an offer from Robern Development Corporation to purchase the same lot for ₱400,000.00. A deed of absolute sale was eventually executed in favor of Robern. PELA filed a complaint for annulment of sale, reconveyance, and damages against Al-Amanah and Robern. The Regional Trial Court dismissed the complaint, but the Court of Appeals reversed, ordering Robern to reconvey the lot to PELA. Robern elevated the case to the Supreme Court via a Petition for Review on Certiorari.

ISSUE

Whether a contract of sale was perfected between Al-Amanah and PELA, thereby vesting ownership rights in PELA that would warrant the reconveyance of the property from Robern.

RULING

No. The Supreme Court reversed the Court of Appeals and reinstated the trial court’s dismissal. The Court held that no contract of sale was perfected between Al-Amanah and PELA. For a contract of sale to be perfected, there must be a meeting of the minds upon the thing which is the object of the contract and upon the price. The evidence showed that Al-Amanah’s officer-in-charge at the Davao branch lacked the authority to bind the bank to a sale; such corporate acts require board approval. The bank’s annotation on PELA’s offer letter was merely an acknowledgment of receipt and a conditional instruction for processing, not a definite acceptance. The subsequent disapproval by Al-Amanah’s Head Office conclusively demonstrated the absence of consent. The partial deposit, while indicating an ongoing negotiation, did not constitute a perfected sale. Since no valid sale to PELA existed, Al-Amanah retained ownership and had the right to subsequently sell the property to Robern. The Court emphasized that it cannot presume the existence of a sale absent direct proof. Consequently, PELA had no cause of action for reconveyance against Robern, and its remedy, if any, lay solely against Al-Amanah for the refund of its deposit.