Case Digest (G.R. No. 118509)
Facts:
In Limketkai Sons Milling, Inc. v. Court of Appeals, Bank of the Philippine Islands and National Book Store (G.R. No. 118509, December 1, 1995), the petitioner Limketkai Sons Milling, Inc. (“Limketkai”) sought specific performance of a contract to purchase a 3.3-hectare parcel in Barrio Bagong Ilog, Pasig City, which was held in trust by the Bank of the Philippine Islands (“BPI”) for Philippine Remnants Co., Inc. On May 14, 1976, Philippine Remnants placed the lot under BPI’s administration. On June 23, 1988, BPI formally authorized real estate broker Pedro Revilla, Jr. to sell the property at ₱1,000 per square meter. Revilla secured Limketkai as buyer, and on July 8–9, 1988, Limketkai inspected the site and Revilla notified BPI of a bona fide offer. On July 11, 1988, BPI Vice-Presidents Merlin Albano and Rolando Aromin met with Limketkai’s officers, agreed on the ₱1,000 per square meter price, and discussed cash payment. At Limketkai’s request, Albano agreed to submit proposedCase Digest (G.R. No. 118509)
Facts:
- Parties and Subject Matter
- Petitioner Limketkai Sons Milling, Inc. (Limketkai) agreed to buy a 33,056-sqm parcel in Barrio Bagong Ilog, Pasig City, covered by TCT No. 493122, from BPI as trustee of Philippine Remnants Co., Inc.
- Broker Pedro Revilla, Jr. was authorized on June 23, 1988 by BPI (confirmed by Philippine Remnants) to sell the lot at ₱1,000.00/sqm on a non-exclusive, first-come, first-served basis.
- Negotiations and Tender of Payment
- July 8–11, 1988: Limketkai’s officials viewed the lot; Revilla informed BPI he had procured Limketkai as buyer; meetings with BPI Vice-Presidents Merlin Albano and Rolando Aromin resulted in agreement on price (₱1,000.00/sqm) to be paid in cash, subject to possible installment terms.
- Limketkai’s letter of July 11, 1988 (through Albano) proposed 10% down and 90% within 90 days; upon denial of terms, Limketkai tendered full cash payment (₱33,056,000.00) on July 18, 1988, which BPI refused.
- Procedural History
- August 25, 1988: Limketkai filed specific performance and damages against BPI; amended to implead National Book Store, Inc. (NBS) after BPI’s sale to NBS on July 14, 1989.
- June 10, 1991: RTC Pasig ruled in favor of Limketkai, nullified BPI–NBS sale, ordered BPI to sell to Limketkai and awarded P10,000,000 damages.
- August 12, 1994: CA reversed, finding no perfected sale (lack of concurrence in Article 1318 requisites) and dismissed complaint.
- December 1, 1995: Supreme Court granted certiorari (G.R. No. 118509).
Issues:
- Contract Perfection
- Whether there was a meeting of the minds between Limketkai and BPI as to the object and price.
- Whether Limketkai’s request for installment payment constituted a counter-offer negating perfection.
- Authority and Evidence
- Whether BPI officials Albano and Aromin had authority to bind BPI in the sale.
- Whether parol evidence and related documentary memoranda were admissible to prove the contract despite the Statute of Frauds.
- Third-Party Sale
- Whether NBS, which bought the property during litigation, was a purchaser in good faith entitled to protection.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)