Case Summary (G.R. No. 125761)
Factual Background
– January 8, 1990: Malbarosa tenders resignation effective February 28, 1990, and requests his 1989 incentive compensation.
– February 5, 1990: Da Costa estimates compensation at ~P395,000.
Offer and Attempted Acceptance
– March 14, 1990: SEADC, via Valero, offers incentive compensation of P251,057.67 to be satisfied by transfer of (a) a 1982 Mitsubishi Gallant Super Saloon valued at P220,000 and (b) membership shares in Architectural Center, Inc. worth ~P60,000. Acceptance was to be indicated by signature and date on the offer letter.
– March 16, 1990: Da Costa delivers the original offer. Petitioner, disagreeing with the amount, refuses to sign and marks the duplicate “original for review purposes.”
Withdrawal of Offer and Replevin Action
– April 3, 1990: SEADC Board authorizes recovery of the vehicle.
– April 4, 1990: Philtectic Corporation, as agent, withdraws the March 14 offer and demands return of the car and membership certificate within 24 hours.
– April 7, 1990: Malbarosa claims he accepted the offer on March 28 and encloses a signed copy.
– April 1990: SEADC files a complaint for replevin of the vehicle, damages, and attorney’s fees.
Trial Court Proceedings
– May 8, 1990: Writ of replevin issued; vehicle seized.
– May 15, 1990: Petitioner regains possession by posting counterbond.
Trial Court Decision and Amendment
– July 28, 1992: RTC Pasig finds no perfected contract for lack of timely acceptance. Orders Malbarosa to deliver the vehicle or pay P220,000, plus P50,000 attorney’s fees and costs.
– October 10, 1992 (amended): Adds lease rentals of P1,000/day from May 8, 1990 until delivery, and enforcement of the counterbond.
Court of Appeals Decision
– February 8, 1996: Affirms the trial court, modifying rental period to run from finality of the decision until actual delivery.
Issues on Certiorari
- Whether petitioner validly accepted the March 14, 1990 offer;
- Whether respondent effectively withdrew the offer.
Supreme Court Ruling on Acceptance
– Citing Articles 1318–1320, Civil Code (1987 Constitution applies): a contract requires concurrence of offer and acceptance.
– Acceptance must be absolute, unconditional, in the manner prescribed, and communicated to the offeror before any withdrawal.
– Petitioner neither signed the original offer nor communicated acceptance before April 4 withdrawal. His signature on March 28 copy reached SEADC only on April 7, after withdrawal. No contract
Case Syllabus (G.R. No. 125761)
Procedural History
- Petition for review on certiorari filed with the Supreme Court from the Court of Appeals’ decision affirming the Regional Trial Court.
- Underlying action: S.E.A. Development Corp. (through Philtectic Corporation) sued petitioner for recovery of a 1982 Mitsubishi Gallant Super Saloon (replevin), use damages (P1,000/day), attorney’s fees (P100,000), and costs.
- July 28, 1992 RTC Decision: ordered petitioner to deliver the vehicle or pay P220,000, P50,000 attorney’s fees, and litigation costs.
- October 10, 1992 RTC Order (on plaintiff’s motion): added lease rentals at P1,000/day from May 8, 1990 until return and enjoined the bonding company under the counterbond.
- Petitioner appealed to the Court of Appeals.
- February 8, 1996 CA Decision: affirmed the RTC rulings, modified lease‐rental period, costs against appellant.
- Petitioner elevated the case to the Supreme Court under Rule 45, raising issues of acceptance and withdrawal of the March 14, 1990 letter‐offer.
Facts
- SEADC wholly owned Philtectic Corporation and Commonwealth Insurance; Malbarosa was president/GM of Philtectic and officer in other SEADC companies.
- SEADC assigned Malbarosa a 1982 Mitsubishi Gallant Super Saloon (plate PCA 180) and membership certificates in Architectural Center, Inc.
- Early January 1990: Malbarosa expressed desire to retire and requested his 1989 incentive compensation.
- January 8, 1990: he tendered resignation effective February 28, 1990 and reiterated the compensation claim.
- February 5, 1990 meeting: Louis Da Costa estimated petitioner’s incentive at ~P395,000.
- March 14, 1990 letter‐offer (via Senen Valero): accepted resignation, fixed incentive at P251,057.67, to be settled by transferring the car valued at