GR 174925; (June, 2008) (Digest)
G.R. No. 174925; June 30, 2008
LOOC BAY TIMBER INDUSTRIES, INC., petitioner, vs. INTESTATE ESTATES OF VICTOR MONTECALVO and CONCORDIA L. MONTECALVO, represented by DR. VICTOR L. MONTECALVO, JR., et al., and the COURT OF APPEALS, respondents.
FACTS
Victor Montecalvo, Sr. and his wife owned Lot No. 4083, which they leased to petitioner Looc Bay Timber Industries, Inc. for use as a logpond. After the lease expired in 1978, it was extended. Subsequently, two agreements were forged. The first, dated November 10, 1983, was a contract to sell a 13,410-square meter portion of the land to petitioner. The second, dated November 28, 1984, was an agreement wherein Montecalvo, Sr. agreed to sell certain adjoining portions or the entirety of the land to Visayan Forest Development Corporation, petitioner’s sister company. Montecalvo, Sr. died in 1992, and his wife died in 1998.
After the spouses’ deaths, their heirs terminated the lease. Petitioner then filed a complaint for specific performance, alleging that despite demands, the respondents failed to execute the corresponding deeds of sale for the lands covered by the two agreements. Respondents denied knowledge of the agreements and contended that any cause of action had prescribed.
ISSUE
Whether the Court of Appeals erred in declaring the November 28, 1984 Agreement void for lack of consent from the vendee.
RULING
The Supreme Court denied the petition and affirmed the Court of Appeals’ decision. The legal logic centers on the essential elements of a contract, particularly consent. For a contract to be perfected, there must be a meeting of the minds between the parties. The November 28, 1984 Agreement was signed only by the vendor, Victor Montecalvo, Sr. The purported vendee, Visayan Forest Development Corporation, through its representative Valeriano Bueno, did not affix its signature to the document.
This absence of signature is a clear indication that the vendee did not give its consent and had no definite intention to be bound by the agreement. Consequently, the contract was not perfected. Without a perfected contract, no rights or obligations are created or transmitted. The Court found it unnecessary to rule on ancillary matters, such as an alleged quitclaim or receipts of payment, as these were rendered irrelevant by the fundamental lack of consent. The first agreement (November 10, 1983) was upheld as valid and binding, but the second was correctly nullified.