GR 200901; (December, 2015) (Digest)
G.R. No. 200901, December 7, 2015
SM INVESTMENTS CORPORATION, Petitioner vs. ESTELA MARFORI POSADAS, MARIA ELENA POSADAS AND AIDA MACARAIG POSADAS, Respondents
FACTS
Petitioner SMIC sent respondents a written offer for a joint venture to develop their 27.6-hectare property. The offer detailed terms for development, sharing (60/40 in favor of respondents), and a goodwill payment of ₱70 million. Respondents sent a counter-proposal stating that the terms were “acceptable in principle,” subject to agreement on detailed plans and specifications, but countering that the goodwill money should be “not less than” ₱80 million. SMIC, through a subsequent letter, accepted this counter-proposal on the goodwill money, stating it would be paid upon signing of the Joint Venture Agreement.
Subsequently, SMIC sent development drawings. However, respondents then sent a letter stating that due to SMIC’s perceived delay in presenting detailed plans, they had received other offers for the property. They demanded that SMIC submit a “better offer” before they would comment on the drawings. SMIC later increased its goodwill offer to ₱120 million and filed a complaint for specific performance, claiming a contract had been perfected.
ISSUE
Whether a joint venture contract was perfected between the parties.
RULING
Yes, a joint venture contract was perfected. The Supreme Court reversed the Court of Appeals and reinstated the Regional Trial Court’s decision. The legal logic centers on the rules of offer and acceptance under the Civil Code. An acceptance that modifies the offer constitutes a counter-offer. Here, respondents’ letter of August 18, 1995, was a counter-offer. It expressly accepted the terms of SMIC’s offer “in principle,” but imposed a specific condition: increasing the goodwill money to “not less than” ₱80 million. This was a definite and certain modification.
SMIC’s letter of August 24, 1995, was a clear and unequivocal acceptance of that specific counter-offer regarding the goodwill money. The Court held that the agreement on the essential elements of price (through the goodwill money and sharing scheme) and object (the joint venture development of the specific property) was already reached. The condition that the ₱80 million would be paid upon signing of the final agreement and the pending details on plans and specifications were merely ancillary matters that did not affect the perfection of the contract. These were details to be incorporated into the formal joint venture agreement, which is evidence of the contract but not a requirement for its perfection. The respondents’ subsequent attempt to solicit better offers constituted a breach of the already perfected agreement.