Case Digest (G.R. No. 129242) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Salvador P. Malbarosa v. Hon. Court of Appeals and S.E.A. Development Corp., the petitioner, Salvador P. Malbarosa, was president and general manager of Philtectic Corporation, a wholly-owned subsidiary of respondent S.E.A. Development Corporation (SEADC). In early January 1990 Malbarosa expressed his intent to retire and requested payment of his 1989 incentive compensation. On January 8, 1990 he formally tendered his resignation effective February 28, 1990. On March 14, 1990 SEADC, through its Vice-Chairman Senen Valero, offered Malbarosa a total incentive of ₱251,057.67, to be satisfied by transfer of the 1982 Mitsubishi Gallant Super Saloon (valued at ₱220,000) and membership shares in the Architectural Center, Inc. (valued at approximately ₱60,000). The offer required Malbarosa’s signature and date in a designated space. When the original Letter-offer was delivered on March 16, 1990, he refused to sign, citing entitlement to ₱395,000. SEADC thereupon withdrew its offer by Case Digest (G.R. No. 129242) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Relations
- S.E.A. Development Corporation (SEADC) wholly owned and controlled Philtectic Corporation and Commonwealth Insurance Co., Inc.; Salvador P. Malbarosa was president and general manager of Philtectic and officer in other SEADC companies.
- Louis Da Costa was SEADC president; Senen Valero was SEADC Vice-Chairman and Philtectic Vice-Chairman.
- Assignment of Benefits
- SEADC assigned to Malbarosa a 1982 Mitsubishi Gallant Super Saloon (plate PCA 180) and membership certificates in the Architectural Center, Inc.
- Malbarosa sought payment of his 1989 incentive compensation at end-January 1990 and tendered resignation effective February 28, 1990.
- Offer and Negotiations
- February 5, 1990 meeting: Da Costa estimated Malbarosa’s incentive at ~P395,000.
- March 14, 1990 letter-offer (via Valero) proposed P251,057.67 incentive to be satisfied by transferring the car (valued P220,000) and shares (valued ~P60,000), requiring Malbarosa’s signature and date on the offer.
- March 16, 1990 meeting: Malbarosa refused to sign, insisting on P395,000, and returned the original “for review purposes.”
- Withdrawal and Demand
- April 3, 1990 SEADC board authorized Philtectic to demand return of car and pursue legal action.
- April 4, 1990 Philtectic demanded return within 24 hours.
- April 7, 1990 Malbarosa claimed late acceptance (signed March 28) and attached a signed copy.
- Judicial Proceedings
- April 1990 SEADC filed replevin suit; writ issued May 1990; car seized then released on counter-bond.
- July 28, 1992 trial court: no perfected contract; ordered Malbarosa to return car or pay P220,000, plus P50,000 attorney’s fees; October 10, 1992 amended to add P1,000/day rentals.
- February 8, 1996 Court of Appeals affirmed, modifying rental period to run until delivery.
- Malbarosa’s petition for certiorari reached the Supreme Court.
Issues:
- Did Malbarosa validly accept SEADC’s March 14, 1990 letter-offer?
- Did SEADC effectively withdraw its March 14, 1990 letter-offer before acceptance?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)