Facts:
The petitioners are
Sps. Jorge Navarra and Carmelita Bernardo Navarra and
RRRC Development Corporation, while the respondents are
Planters Development Bank and
Roberto Gatchalian Realty, Inc. On July 5, 1982 the Navarras obtained a loan of P1,200,000 from Planters Bank secured by a mortgage over five parcels in B.F. Homes, Parañaque, which the Bank foreclosed and purchased at auction on May 16, 1984; the one‑year redemption period elapsed without redemption. RRRC likewise had foreclosed properties from which Planters Bank accepted redemption payments that produced an excess of P300,000. On July 18, 1985 Jorge Navarra wrote Planters Bank proposing to repurchase the five foreclosed lots and requesting until August 31, 1985 to pay a down payment of P300,000, and on August 16, 1985 the Bank, through Vice‑President Ma. Flordeliza Aguenza, replied that the Collection Committee had agreed to the request and instructed Navarra to see Mr. Rene Castillo for documentation. Navarra then visited Castillo on August 20, 1985 and sought to apply the P300,000 excess from RRRC’s redemptions as the down payment, whereupon the Bank required a board resolution from RRRC authorizing Navarra to negotiate and apply the excess. Titles to the parcels were consolidated in Planters Bank’s name with new TCTs issued on August 27, 1985; subsequently the Bank, by letter of January 21, 1987, informed Navarra that it could not proceed because the RRRC board resolution had not been submitted, and on February 19, 1987 it demanded that the Navarras vacate for failure to redeem. The Navarras filed a complaint for Specific Performance with Injunction in the RTC of Makati, Civil Case No. 16917, raffled to Branch 66 (complaint dated in the record June 31, 1987), and on July 10, 1995 the trial court found a perfected contract of sale and ordered Planters Bank to execute deeds of sale to the Navarras for P1,800,000 less P300,000 down payment and to cancel the sale to Gatchalian Realty; Planters Bank and Gatchalian Realty appealed to the Court of Appeals in CA‑G.R. CV No. 50002, which reversed in a decision dated September 27, 2004 and denied reconsideration on May 8, 2006, and the petitioners brought the case to this Court, which rendered judgment on July 12, 2007.
Issues:
Whether a perfected
contract of sale to repurchase the foreclosed properties arose between the petitioners and
Planters Development Bank. Whether the correspondence and conduct of the parties progressed beyond mere negotiation so as to evince an unqualified
acceptance and a meeting of the minds.
Ruling:
Ratio:
Doctrine: