Case Digest (G.R. No. L-6641) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In First Optima Realty Corporation v. Securitron Security Services, Inc. (G.R. No. 199648, January 28, 2015), petitioner First Optima, a real estate firm and registered owner of a 256-sqm parcel in Pasay City (TCT No. 125318), was approached by respondent Securitron, through its General Manager Antonio Eleazar, with a written offer dated December 9, 2004 to purchase the property at ₱6,000.00 per sqm. Negotiations ensued only via Eleazar’s calls to Executive Vice-President Carolina Young’s secretary and with an employee, Maria Remoso; direct dealings with Young were unsuccessful when she declined Eleazar’s in-person cash tender, explaining she still needed board approval and family advice. On February 4, 2005, Securitron sent a letter reiterating its offer and enclosed a ₱100,000.00 check “as earnest money,” which was accepted not by Young but by First Optima’s receptionist, who issued Provisional Receipt No. 33430. The check was deposited into First Optima’s bank account, and ov Case Digest (G.R. No. L-6641) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties
- Petitioner: First Optima Realty Corporation, a domestic real‐estate corporation and registered owner of a 256‐sqm parcel in Pasay City (TCT No. 125318).
- Respondent: Securitron Security Services, Inc., a domestic corporation seeking to expand its adjacent office space.
- Pre‐contractual Negotiations
- December 9, 2004 – Respondent, through GM Antonio Eleazar, offered to buy the subject property at ₱6,000/sqm via letter to Petitioner’s EVP, Carolina Young.
- Subsequent telephone and in‐person talks occurred but no board approval or final consent was obtained; Young repeatedly deferred pending sister’s advice and Board resolution.
- Delivery of Letter and Payment
- February 4, 2005 – Respondent sent a letter reiterating the offer and enclosed P100,000 check as “earnest money,” to be followed by full payment upon tenant clearance and Deed of Sale signing.
- The envelope was handed to a receiving clerk, who issued Provisional Receipt No. 33430; the check was later deposited into Petitioner’s bank account without further acknowledgment.
- Petitioner’s Refusal and Correspondence
- March 3, 2006 – Petitioner’s March 3, 2006 letter to Respondent’s counsel: no prior contract, no Board resolution, money accepted under duress, declining sale and demanding refund.
- April 18, 2006 – Respondent filed RTC Civil Case No. 06-0492 CFM for specific performance and damages.
- Procedural History
- February 16, 2009 – RTC Pasay Branch 115 ordered Petitioner to accept balance ₱1,536,000.99 and execute Deed of Sale.
- September 30, 2011 – CA affirmed RTC ruling, holding a perfected sale existed and earnest money was valid.
- December 9, 2011 – CA denied Petitioner’s motion for reconsideration.
- October 9, 2013 – SC granted Petitioner’s petition for review on certiorari.
Issues:
- Whether the ₱100,000 delivered on February 4, 2005 constituted earnest money binding Petitioner to a perfected contract of sale.
- Whether Petitioner’s delay in replying to the February 4, 2005 letter and in returning the money establishes acceptance by silence or estoppel.
- Whether the reservation in Provisional Receipt No. 33430 precludes deeming the payment as accepted earnest money.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)