GR L 7824; (December, 1955) (Digest)
G.R. No. L-7824 December 20, 1955
MORTON F. MEADS, plaintiff-appellant, vs. LAND SETTLEMENT AND DEVELOPMENT CORPORATION, defendant-appellee.
FACTS
Plaintiff Morton F. Meads filed a complaint for specific performance against the Land Settlement and Development Corporation, alleging that a binding contract of barter was created when the defendant accepted his offer to exchange his sawmill equipment and spare parts for the defendant’s surplus used tractors. The defendant moved to dismiss on the ground that the complaint stated no cause of action. The trial court directed the plaintiff to exhibit the written offer and acceptance. The plaintiff’s offer, dated April 20, 1952, described the sawmill equipment and spare parts, stated their estimated values, and proposed a trade for Caterpillar, International, or Allis-Chalmers tractors, suggesting that the exact tractors would need to be investigated based on their book value. The defendant’s reply, dated May 5, 1952, stated: “we are willing to accept the proposition, in which case please see our Mr. F. J. Domantay, of the Property Department for a possible arrangement.” The trial court dismissed the complaint, finding no meeting of the minds because the defendant’s letter was indefinite and did not constitute a final acceptance.
ISSUE
Whether the defendant’s letter of May 5, 1952, constituted a definite acceptance of the plaintiff’s offer, thereby perfecting a contract of barter.
RULING
No. The Supreme Court affirmed the trial court’s order of dismissal. The Court held that the defendant’s letter did not amount to an express and final acceptance. The phrase “willing to accept” merely indicated a disposition or agreement in principle, not a definitive acceptance. Furthermore, the instruction to see Mr. Domantay “for a possible arrangement” implied that the terms were still indefinite and subject to further negotiation, examination of the offered equipment, and agreement on the specific tractors to be exchanged. Consequently, there was no meeting of the minds, and no binding contract of barter was perfected. The order appealed from was affirmed, with costs against the appellant.