Case Digest (G.R. No. 154493)
Facts:
Reynaldo Villanueva v. Philippine National Bank (PNB), G.R. No. 154493, December 06, 2006, First Division, Austria‑Martinez, J., writing for the Court. This is a Petition for Review on Certiorari under Rule 45 assailing the Court of Appeals' January 29, 2002 Decision and June 27, 2002 Resolution which reversed the Regional Trial Court's September 14, 1995 judgment ordering specific performance.The dispute arose from PNB‑SAMD's advertisement (April 1989) offering several acquired lots in Calumpang, General Santos City, including Lot No. 17 and Lot No. 19, with specified floor prices and with bidding conditions (sealed cash bids, 10% manager's/cashier's check, and approval by PNB authorities). On June 28, 1990, Villanueva sent an offer to the PNB‑General Santos Branch to buy both Lot Nos. 17 and 19 for P3,677,000 and indicated a P400,000 deposit; the branch forwarded the offer to Ramon Guevara, Vice‑President of SAMD.
By letter dated July 6, 1990, Guevara informed Villanueva that only Lot No. 19 was available and quoted a new asking price of P2,883,300, requesting submission of a revised offer and stating the sale was subject to Board approval and other bank terms. Villanueva wrote a July 11, 1990 marginal note declaring "conforme" to the price but specifying "downpayment of P600,000.00 and the balance payable in two (2) years at quarterly amortizations." Villanueva paid P200,000 (acknowledged by O.R. No. 16997 bearing a dorsal note that the amount was a deposit refundable if his offer was not favorably considered) and PNB debited P380,000 from his savings account, totaling P580,000 in the bank's possession.
On October 11, 1990, Guevara notified Villanueva that the Board ordered another appraisal and public bidding of Lot No. 19 and returned his deposit. Villanueva sought to tender postdated checks for the balance, but PNB refused. Villanueva then filed a complaint for specific performance and damages in the RTC (Civil Case No. 4553).
The Regional Trial Court (Branch 22, General Santos City) rendered judgment in favor of Villanueva on September 14, 1995, ordering PNB to execute a deed of sale for Lot No. 19 upon payment of the balance (P2,303,300), and awarding moral damages (P1,000,000), attorney's fees (P500,000), litigation expenses and costs. The RTC found a perfected contract of sale, treating the P580,000 as earnest/downpayment and citing PNB acts allegedly treating Lot No. 19 as sold.
PNB appealed to the Court of Appeals (CA) which, in its January 29, 2002 Decision, reversed and set aside the RTC, dismissing the complaint. The CA held that Guevara's July 6, 1990 letter was a qualified acceptance (a counter‑offer) and Villanueva's July 11 marginal note was a further counter‑offer (introducing a payment term), so no absolute acceptance occurred; the sale was expressly subject to Board approval. Villanueva's motion for reconsideration was denied in the CA Resolution of June 27, 2002.
...(Pro-only)Issues:
- Was there a perfected contract of sale between Villanueva and PNB?
- Did PNB act in bad faith such that Villanueva is entitled to moral/exemplary damages and att...(Pro-only)
Ruling:
- (Pro-only)
Ratio:
- (Pro-only)
Doctrine:
- (Pro-only)