Case Digest (G.R. No. 137290) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In San Miguel Properties Philippines, Inc. v. Spouses Alfredo Huang and Grace Huang, decided July 31, 2000, the petitioner, a domestic corporation engaged in real estate sales, offered two parcels of land in Barrio Oranbo, Pasig City, covered by TCT Nos. PT-82395 and PT-82396, for ₱52,140,000 on February 21, 1994. The offer was made through Atty. Helena M. Dauz, acting for the spouses as undisclosed principals. On March 24, 1994, the spouses signified interest with ₱500,000 earnest money and proposed eight monthly installments, which petitioner rejected. A second letter dated March 29, 1994 enclosed ₱1,000,000 as an “earnest-deposit” and sought a 30-day exclusive option to buy, during which they would negotiate terms and petitioner would secure corporate approvals. Petitioner’s vice-president, Isidro A. Sobrecarey, signed the letter, accepted the deposit, and removed the sale sign. Subsequent meetings on April 8 and April 14, 1994 failed to settle payment terms, prompting the sp Case Digest (G.R. No. 137290) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Property
- Petitioner San Miguel Properties Philippines, Inc. (SMPPI) is a domestic corporation engaged in purchasing and selling real estate; it owned two adjacent parcels totaling 1,738 sqm in Pasig City (TCT Nos. PT-82395 and PT-82396).
- Respondents Spouses Alfredo and Grace Huang were undisclosed principals represented by Atty. Helena M. Dauz.
- Pre-contractual Negotiations
- February 21, 1994 – SMPPI offered the properties at ₱52,140,000 cash through Atty. Dauz.
- March 24, 1994 – Respondents counter-offered ₱500,000 earnest money plus eight monthly installments; SMPPI refused.
- March 29, 1994 – Respondents submitted a new offer: ₱1,000,000 “earnest-deposit,” a 30-day exclusive option to buy, negotiation of terms, SMPPI to secure approvals, refundable if no agreement; SMPPI’s VP, Isidro A. Sobrecarey, accepted by signing the letter and accepting the deposit, and had the “For Sale” sign removed.
- Subsequent Negotiations and Option Extension
- April 8, 1994 – SMPPI offered a 90-day payment term; respondents proposed six months.
- April 14, 1994 – Respondents proposed four months amortization.
- April 25, 1994 – Respondents requested and obtained a 45-day extension (until June 13, 1994) to exercise the option.
- July 7, 1994 – SMPPI, citing failure to agree on terms, returned the ₱1,000,000 deposit.
- July 20, 1994 – Respondents demanded execution of a deed of sale; SMPPI refused.
- Judicial Proceedings
- August 16, 1994 – Respondents filed a complaint for specific performance in the RTC, Branch 153, Pasig City (Civil Case No. 64660).
- SMPPI moved to dismiss for (a) unenforceable option lacking separate consideration, and (b) absence of meeting of minds over essential terms.
- December 12, 1994 – RTC granted the motion; dismissed the complaint; denied reconsideration.
- April 8, 1997 – Court of Appeals reversed: held there was a perfected contract of sale, citing Art. 1482 (earnest money as proof of perfection) and Sobrecarey’s authority.
- SMPPI filed a petition before the Supreme Court.
Issues:
- Whether a perfected contract of sale existed between SMPPI and the Huang spouses.
- Whether Isidro A. Sobrecarey had authority to bind SMPPI in the purported sale.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)