VILLONCO REALTY COMPANY vs. BORMAHECO, INC. G.R. No. L-26872, July 25, 1975

Fact:
This action was instituted by plaintiff against defendants for the specific performance of a supposed contract for the sale of land and the improvements thereon for one million four hundred thousand pesos. Defendants are the owners of 3 lots at 245 Buendia Avenue, Makati, Rizal. There were negotiations for the sale of the said lots and the improvements thereon between the parties. Defendants made a written offer to plaintiff for the sale of the property with conditions; Plaintiff in its letter of March 4, 1964 made a counter- offer for the purchase of the property with the check for P100,000 as earnest money which was received by Cervantes. In the voucher-receipt evidencing the delivery the broker indicated in her handwriting that the earnest money. Then, unexpectedly, in a letter dated March 30, 1964, or twenty-six days after the signing of the contract of sale, defendant returned the earnest money, with interest. In a letter dated April 7, 1964 plaintiff returned the two checks to Bormaheco, Inc., stating that the condition for the cancellation of the contract had not arisen and at the same time announcing that an action for breach of contract would be filed against Defendants, Hence this case.

Issue:
Whether the Contract of Sale was perfected between the Parties?

Held:
Yes, Contracts are perfected by mere consent, and from that moment the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage and law” (Art. 1315, Civil Code). Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer” (Art. 1319, Civil Code). “An acceptance may be express or implied”. Bormaheco’s acceptance of Villonco Realty Company’s offer to purchase the Buendia Avenue property, indubitably proves that there was a meeting of minds upon the subject matter and consideration of the sale. Therefore, on that date the sale was perfected. Not only that Bormaheco’s acceptance of the part payment of one hundred thousand pesos shows that the sale was conditionally consummated or partly executed subject to the purchase by Bormaheco, Inc. of the Punta property.

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