Case Summary (G.R. No. 173622)
Procedural History
• RTC of Davao City Branch 12 (Aug. 10, 1999): Dismissed PELA’s complaint for lack of a perfected sale between PELA and Al-Amanah.
• CA (Aug. 16, 2005 Decision; May 30, 2006 Resolution): Reversed RTC. Held PELA’s offer was accepted by deposit, struck down sale to Robern, ordered reconveyance, damages (moral ₱100,000; exemplary ₱30,000; attorney’s fees ₱30,000).
• SC G.R. No. 173437 (Al-Amanah’s petition): Denied on procedural grounds (Sept. 27, 2006; recon. denied Dec. 4, 2006).
• SC G.R. No. 173622 (Robern’s petition): Decided March 11, 2013.
Issue
Whether PELA and Al-Amanah had a perfected contract of sale that would invalidate Al-Amanah’s subsequent sale to Robern.
Essential Elements of a Contract of Sale
- Consent or meeting of minds as to the thing and price
- Determinate subject matter
- Price certain in money or equivalent
Subject matter (2,000 sqm lot) was undisputed. The question is whether consent and price agreement existed between PELA and Al-Amanah.
Analysis: No Perfected Sale to PELA
• PELA’s March 18, 1993 letter was a mere offer to buy, not a binding agreement.
• Al-Amanah’s annotation—“offer acknowledged/received; processing to take effect upon partial payment”—was not acceptance but mere acknowledgment and indication of procedural steps.
• Deposits evidenced “partial deposit on sale” per bank practice but were bid deposits subject to Head Office approval. Witnesses confirm OIC Dalig lacked authority to sell; all offers had to be screened and approved by a Manila committee.
• No written deed or contract was executed in favor of PELA despite its insistence, and Al-Amanah repeatedly stated acceptance hinged on Head Office action.
• Acceptance must be communicated affirmatively. Neither express nor implied acceptance of PELA’s ₱300,000 occurred before Head Office’s formal rejection on November 29, 1993.
• Hence, the transaction with PELA remained in negotiation; no meeting of minds or price agreement was finalized.
Validity of Sale to Robern
• Al-Amanah’s Board Operations Committee (Head Office) approved Robern’s ₱400,000 offer.
• Robern made down payment and paid the balance timely.
• Deed of Sale duly executed; clean title issued.
• Robern is a purc
Case Syllabus (G.R. No. 173622)
Facts
- Al-Amanah Islamic Development Bank owned a 2,000-sqm lot in Magtu-od, Davao City, covered by TCT No. 138914.
- Informal settlers (later organized as PELA) occupied and improved the lot; initial offer of ₱100/sqm was declined by the bank.
- On March 18, 1993, PELA offered ₱300,000 (₱150,000 down, balance within one year); bank’s annotation acknowledged receipt, subject to deposit.
- By May 3, 1993, PELA deposited ₱150,000 against the “offer”; bank receipts labeled the payments as “partial deposit on sale.”
- November 29, 1993: Al-Amanah Head Office rejected PELA’s ₱300,000 offer, demanded vacatur within 15 days, and offered refund of deposits.
- PELA, through counsel, urged enforcement of the sale agreement on legal, moral, and social grounds.
- Meanwhile, Robern offered ₱400,000; deposited 20%; bank’s Board approved Robern’s offer on December 29, 1993, with ejectment and balance-payment conditions.
- Robern sought bank’s clarification on PELA receipts; bank furnished rejection letters and demand notices to vacate.
- March 4, 1994: Robern paid the balance; April 6–7, 1994: Deed of Sale executed and TCT No. 212983 issued in Robern’s name.
- April 14, 1994: PELA consigned ₱300,000 in RTC and demanded document processing; impending eviction prompted PELA to file suit.
Procedural History
- July 1994: PELA filed suit for annulment and cancellation of the void Deed of Sale; RTC granted TRO (Aug 1994) and preliminary injunction.
- RTC (Aug 1999) dismissed PELA’s complaint: PELA’s letter was an unaccepted offer; bank’s OIC lacked authority; sale to Robern perfected.
- CA (Aug 2005) reversed RTC: