G.R. No. L-2412

FACTS:
Plaintiff-appellant Pedro Roman filed a complaint against defendant-appellee Andres Grimalt to recover the purchase price of the schooner Santa Marina. Roman alleged that from June 13 to 23, 1904, the parties, through an intermediary, verbally agreed on the sale of the vessel for ₱1,500, payable in three installments. Grimalt confirmed this in a letter dated June 23, stating the sale would be effective the next day if Roman accepted the payment plan. Roman accepted on June 24. However, the schooner was totally lost due to a storm on June 25. Grimalt refused to pay, contending the sale was not perfected because Roman failed to show proper title to the vessel (the documents were in the name of Paulina Giron, not Roman) and to produce satisfactory proof of seaworthiness as preconditions to the execution of a formal contract.

ISSUE:
Whether a perfected contract of sale existed between the parties at the time the schooner was lost, thereby obligating Grimalt to pay the purchase price.

RULING:
No. The Supreme Court affirmed the dismissal of the complaint. A contract of sale is perfected only when the parties have agreed upon the object (the thing) and the price. While the parties agreed on the schooner and the price, the evidence showed that Grimalt’s consent was conditional upon Roman first perfecting his title to the vessel and presenting proper ownership documents. Since Roman failed to fulfill this condition prior to the loss, no binding contract of sale was perfected. Consequently, the risk of loss remained with the owner, Roman. Provisions of the Civil Code regarding the transmission of ownership, obligations after perfection of sale, and loss of the object (Articles 1450, 1452, 1462, 1096, and 1182) were held inapplicable due to the absence of a perfected contract. Grimalt had no obligation to pay.