Case Summary (G.R. No. 199648)
Petitioner and Respondent Roles
Petitioner First Optima’s Executive Vice-President Carolina T. Young handled sale negotiations. Respondent, via Eleazar, made formal offers and attempted to bind First Optima by tendering P100,000.00 as purported earnest money through an ordinary receiving clerk rather than directly to Young.
Chronology of Negotiations and Payment
– December 9, 2004: Respondent’s initial written offer at ₱6,000/m².
– Early 2005: Telephone and in-person negotiations; Young declined immediate cash, citing required sister’s advice and Board approval; Eleazar agreed to await.
– February 4, 2005: Respondent delivered a letter reiterating price and attached P100,000.00 check as “earnest money,” accepted by a clerk and provisionally receipted; the check was deposited in First Optima’s account.
– March 3, 2006: First Optima formally declined the offer and demanded refund.
Regional Trial Court Proceedings
Securitron filed for specific performance with damages before Pasay RTC Branch 115 in April 2006. It alleged a perfected sale from respondent’s payment of earnest money and sought enforcement. First Optima countered that no sale agreement or Board resolution existed, that the clerk lacked authority to bind the corporation, and that payment was improperly coerced. The RTC in February 2009 ordered First Optima to accept the balance of ₱1,536,000.99 and execute the deed of sale.
Court of Appeals Ruling
On September 30, 2011, the CA affirmed. It found that First Optima’s silence to the February 4 letter, acceptance and deposit of earnest money, and issuance of provisional receipt evidenced consent and a perfected sale under Civil Code Articles 1318 and 1482. It held that no Board resolution was required for a real estate corporation in its ordinary course and that Young possessed apparent authority.
Issues on Certiorari
- Whether the CA erred in treating the P100,000.00 check as earnest money thereby perfecting a sale.
- Whether delay in returning the check and replying to the letter proves consent.
- Whether the provisional receipt’s reservation defeats the claim of perfected sale.
Petitioner's Arguments
First Optima contends there was never a meeting of minds on the sale or earnest-money deposit. The February 4 letter and check were mere reiterations of a previously rejected offer, delivered to an unauthorized clerk under questionable tactics. The provisional receipt expressly reserved official acceptance, and the company’s routine cash‐handling explains deposit without assent.
Respondent's Arguments
Securitron argues First Optima changed its mind to evade a valid contract. Silence to the unchallenged offer letter, acceptance and delayed return of the large-sum check, and issuance of a receipt constitute ratification and estoppel. Young, as Executive VP of a real estate company, had actual or apparent authority to bind First Optima without a Board resolution.
Supreme Court Analysis
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Facts
- First Optima Realty Corporation (petitioner) is a Philippine real estate company and registered owner of a 256-sqm parcel with improvements in Pasay City (TCT No. 125318).
- Securitron Security Services, Inc. (respondent) is a neighboring domestic corporation seeking to expand its offices.
- On December 9, 2004, respondent’s GM Antonio Eleazar sent petitioner an offer to buy the property at ₱6,000/sqm.
- Negotiations followed by telephone and through petitioner’s employees, but Eleazar never dealt directly with Executive VP Carolina T. Young or the board of directors.
- Eleazar later brought cash in person, but Young declined, citing the need for her sister’s advice and prior board approval.
- On February 4, 2005, respondent sent Young a letter reiterating the offer and enclosed P100,000 via PNB Check No. 24677 as “earnest money.”
- The letter and check were delivered to petitioner’s ordinary receiving clerk, who issued Provisional Receipt No. 33430.
- The check was deposited into petitioner’s bank account; no official board resolution or deed of sale was ever signed.
Procedural History
- March 2006: Respondent filed a complaint for specific performance with damages (RTC Pasay City, Branch 115, Civil Case No. 06-0492 CFM).
- February 16, 2009: RTC granted specific performance, ordering petitioner to accept the balance (₱1,536,000.99) and execute the deed of sale.
- Petitioner appealed to the CA (CA-G.R. CV No. 93715).
- September 30, 2011: CA affirmed the RTC decision, ruling that a perfected contract of sale existed by virtue of the earnest-money payment and petitioner’s silence and acceptance.
- Petitioner moved for reconsideration; CA denied it on December 9, 2011.
- Supreme Court docketed the petition on October 9, 2013 and granted due course under G.R. No. 199648.
Issues
- Whether the money delivered by respondent constituted ea