GR L 2342; (October, 1950) (Digest)
G.R. No. L-2342; October 27, 1950
SILVERIO Q. CORNEJO, plaintiff-appellant, vs. MANUEL B. CALUPITAN, D. B. CASTAÑEDA and EUSTACIO BARRERA, defendants-appellees.
FACTS
In January 1945, defendant Manuel B. Calupitan authorized his co-defendants, real estate brokers, to sell his 110-hectare land in Tayabas. Plaintiff Silverio Q. Cornejo submitted a written offer (Exhibit B) to buy the land for P650,000 (payable in Japanese military notes), with P70,000 earnest money and the balance payable within 15 days from January 4, 1945. Calupitan accepted this offer on the same day. However, Cornejo could not comply fully; on January 6, he delivered only P65,000 in Japanese notes to the brokers and proposed extending the payment deadline to January 25, 1945. Calupitan, upon receiving the P65,000, issued a receipt (Exhibit M) specifying that the balance of P585,000 was to be paid in “Philippine currency.” Cornejo failed to pay the balance by January 25 and instead deposited the amount with the court on January 22, filing a complaint for specific performance to compel Calupitan to convey the land.
ISSUE
Whether a perfected contract of sale existed between the parties, obliging Calupitan to convey the land, considering the variance in terms regarding the payment of the balance.
RULING
No. The Supreme Court affirmed the trial court’s decision absolving the defendants. The appeal, being direct from the Court of First Instance, raised only questions of law, and the Court relied on the trial court’s factual findings. The trial court found that Cornejo’s failure to comply with the original terms (paying P70,000 earnest money and the balance within 15 days) constituted a repudiation of the original agreement. Calupitan’s response (Exhibit M) to Cornejo’s new proposal was a counter-proposal requiring payment of the balance in “genuine Philippine currency,” not Japanese military notes. There was no meeting of the minds on this essential term; thus, no new contract was perfected. The Court also noted that time was of the essence in the contract, given the volatile conditions in January 1945 (during the liberation of Manila and rapid depreciation of Japanese notes). Cornejo’s failure to pay the balance within the stipulated period extinguished any right to demand specific performance.
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