Case Digest (G.R. No. 137290)
Facts:
This is San Miguel Properties Philippines, Inc. v. Spouses Alfredo Huang and Grace Huang, G.R. No. 137290, July 31, 2000, Second Division, Mendoza, J., writing for the Court.Petitioner San Miguel Properties Philippines, Inc. owned two adjoining parcels (totaling 1,738 sq. m.) in Pasig City. On February 21, 1994, petitioner offered the properties for sale for P52,140,000.00. Atty. Helena M. Dauz negotiated on behalf of respondents Spouses Alfredo Huang and Grace Huang as undisclosed principals. By letter of March 24, 1994, Atty. Dauz expressed her clients’ interest and proposed terms; petitioner declined that counter-offer.
By letter dated March 29, 1994, respondents (through Atty. Dauz) again expressed interest and enclosed P1,000,000.00 described as an “earnest-deposit,” proposing an exclusive 30-day option to purchase while the parties negotiated terms and petitioner secured approvals. Petitioner’s vice-president, Isidro A. Sobrecarey, signed the letter and accepted the P1,000,000.00 and ordered removal of the “For Sale” sign. Subsequent meetings in April 1994 produced offers and counteroffers on payment terms (90 days, six months, four months), and respondents requested and received a 45-day extension to exercise the option.
On July 7, 1994 petitioner notified Atty. Dauz that because the parties failed to agree, it was returning the P1,000,000.00. On July 20, 1994 respondents demanded execution of a deed of sale; petitioner refused, insisting the option period had expired. Respondents filed a complaint for specific performance on August 16, 1994 in the Regional Trial Court (Branch 133, Pasig City). Petitioner moved to dismiss, alleging (1) the “exclusive option” lacked a distinct consideration and was unenforceable and (2) no meeting of the minds existed, hence no perfected contract of sale.
The trial court granted petitioner’s motion and dismissed the complaint; respondents’ motion for reconsideration was denied. The Court of Appeals reversed on April 8, 1997, holding that the March 29, 1994 letter together with the P1,000,000.00 constituted earnest money under Art. 1482 of the Civil C...(Subscriber-Only)
Issues:
- Was there a perfected contract of sale between the parties?
- If not, was the option granted to respondents enforceable despite the alleged absence of a distinct consideration?
- Did Isidro A. Sobrecarey have authority to bind petitioner in the sale of the ...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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