Title
Rosenstock vs. Burke
Case
G.R. No. 20732
Decision Date
Sep 26, 1924
Defendant owned a yacht; plaintiff negotiated purchase, paid for repairs, then withdrew. Court ruled no binding contract, plaintiff liable for repairs, no obligation to buy yacht.

Case Digest (G.R. No. 20732)
Expanded Legal Reasoning Model

Facts:

  • Parties and Vessel
  • Edwin Burke, owner of motor yacht “Bronzewing,” acquired in Australia (1920) for resale; vessel subject to Asia Banking Corporation mortgage of ₱100,000.
  • H. W. Elser, prospective buyer, plans to form a yacht club, resell vessel at ₱120,000, retain ₱20,000 commission, and pay ₱100,000 to Burke.
  • Initial Option and Repairs
  • February 12, 1922: Burke grants Elser a 30-day written option to purchase at ₱120,000.
  • Elser advances ₱6,972.21 in repairs (plus ₱1,730.84 to Cooper Co. and ₱832.93 crew wages); stipulation: no hire charge for Elser’s use.
  • Promotional Voyage
  • March 6–23, 1922: Elser conducts pleasure/promotional voyage with business associates.
  • After return, Elser proposes new engine costing ₱20,000; negotiates additional loan with Asia Banking manager Avery, who declines.
  • Subsequent Correspondence
  • March 31: Elser offers ₱70,000; invites Burke to renegotiate with Avery.
  • Same day: Burke, after meeting Avery, proposes sale at ₱80,000 payable ₱5,000 monthly (six months) then ₱10,000 monthly, mortgage to secure.
  • April 1: Elser declines Burke’s ₱80,000 terms.
  • April 3: In face-to-face meeting, Elser diktats and signs letter stating, “I am in position and am willing to entertain the purchase” at ₱80,000, with ₱10,000 initial payment (60 days), ₱5,000 monthly balance, 9% interest, and ₱80,000 in J.K. Pickering Co. stock as collateral; Burke and Avery endorse “Proposition Accepted.”
  • April 5: Elser rescinds and returns yacht, citing inability to fund engine replacement.
  • April 8: Burke demands performance under April 3 agreement.
  • Litigation and Appeals
  • Elser sues Burke for ₱6,139.28 repair costs; Burke defends, counterclaims ₱832.93, and cross-claims specific performance (₱80,000 purchase plus ₱10,000 damages).
  • Cooper Company intervenes for ₱1,730.84.
  • Trial court awards Elser repairs cost, orders purchase per April 3 terms, and awards Cooper Company its claim; both parties appeal.

Issues:

  • Whether Elser’s April 3, 1922 letter constituted a definite, binding offer to purchase the yacht.
  • Whether Elser must reimburse Burke and intervenor Cooper Company for repair costs advanced during yacht use.

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)

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