January 23, 2013
Ponente: Villarama, Jr., J.
FACTS:
·
In August 1981, Judge Fausto C. Ignacio mortgaged
two parcels of land in Cabuyao, Laguna to Home Savings Bank and Trust Company
("the bank"), the predecessor of respondent Home Bankers Savings and
Trust Company, as security for the P500,000.00 loan extended to him by said
bank.
·
When Ignacio defaulted in the payment of his
loan obligation, the bank proceeded to foreclose the real estate mortgage. At
the foreclosure sale held in 1983, the bank was the highest bidder.
Consequently, the Certificate of Sale issued to the bank was registered with
the Registry of Deeds of Calamba, Laguna. With the failure of Ignacio to redeem
the foreclosed properties within one year from such registration, title to the
properties were consolidated in favor of the bank.
·
Despite the lapse of the redemption period and
consolidation of titles in the name of the bank, Ignacio offered to repurchase
the properties. While the bank considered petitioner's offer to repurchase,
there was no repurchase contract executed save for a letter dated March 22,
1984, where it was agreed that the total selling price shall be P950,000 in 3
equal installments after making a P150,000 deposit. The letter did not contain
the signature of any of the bank's officers.
·
In the meantime, the bank subdivided the
parcels of land into lots, some of which were sold to individual buyers.
·
In 1989, Ignacio expressed his willingness to
pay the amount of P600,000.00 in full, as balance of the repurchase price, and
requested the bank to release to him the remaining parcels of land. The bank
turned down his request, prompting Ignacio to cause the annotation of an
adverse claim on the titles of the subject lots.
·
Thereafter, Ignacio filed an action for
specific performance and damages against the bank. Some of the buyers of the
lots filed a motion for intervention to assert their status as innocent
purchasers for value who had no notice or knowledge of the claim or interest of
Ignacio when they bought the properties already registered in the name of the
bank.
·
The trial court ruled in favor of Ignacio and
ordered the bank to, among others, execute the appropriate Deed of Reconveyance
of the two (2) properties in favor of
Ignacio after he had paid in full the amount of P600,000.00 as balance
of the repurchase price.
·
CA reversed the trial court's ruling. The CA
held that by modifying the terms of the offer contained in the March 22, 1984,
letter of the bank, Ignacio effectively rejected the original offer with his
counter-offer. There was also no written conformity by any of the bank's
officers to the amended conditions for repurchase which were unilaterally
inserted by Ignacio. Consequently, no contract of repurchase was perfected and
the bank acted well within its rights when it sold the subject properties.
Hence, the instant petition.
RULING:
Whether or
not a contract for the repurchase of the foreclosed properties was perfected
between Ignacio and the bank. – NO.
·
Supposing that the March 22, 1984 letter was
valid, it was agreed that Ignacio will pay according to the terms set by the
bank for the repurchase of the foreclosed properties, i.e., total purchase
price should be P950,000 in 3 equal installments minus the P150,000 deposit.
However, not only did Ignacio unilaterally set a different repurchase price of
P600,000, he also modified the terms of payment. The CA considered Ignacio's
qualified acceptance of the terms as a counter-proposal which must be accepted
by the bank. The problem was, there was no evidence of any document or writing
showing the conformity of any of the bank's officers to this counter-proposal.
·
In any event, the March 22, 1984 letter is by
itself very problematic. As such, it does not constitute a valid repurchase
contract. For one, it did not bear the signature of any of the bank's officers.
The contract was also made between Ignacio and another person not authorized by
the bank or its board of directors. Notably, Ignacio's insistence that the
letter allowed for an open-ended payment period defies logic, too. The fact
that the terms were also not spelled out clearly and signed by the appropriate
officers was highly suspect, considering that Ignacio, who was a judge, and the
bank should be keenly aware of the importance of formalizing important
repurchase agreements such as this one.
·
In the absence of conformity or acceptance by
properly authorized bank officers of petitioner's counter-proposal, no
perfected repurchase contract was born out of the talks or negotiations between
Ignacio and the bank representatives he talked to. Ignacio therefore had no legal
right to compel respondent bank to accept the P600,000 being tendered by him as
payment for the supposed balance of repurchase price.
·
A contract of sale is consensual in nature and
is perfected upon mere meeting of the minds. When there is merely an offer by
one party without acceptance of the other, there is no contract. When the
contract of sale is not perfected, it cannot, as an independent source of
obligation, serve as a binding juridical relation between the parties.
·
Contracts that are consensual in nature, like
a contract of sale, are perfected upon mere meeting of the minds. Once there is
concurrence between the offer and the acceptance upon the subject matter,
consideration, and terms of payment, a contract is produced. The offer must be
certain. To convert the offer into a contract, the acceptance must be absolute
and must not qualify the terms of the offer; it must be plain, unequivocal,
unconditional, and without variance of any sort from the proposal. A qualified
acceptance, or one that involves a new proposal, constitutes a counter-offer
and is a rejection of the original offer. Consequently, when something is
desired which is not exactly what is proposed in the offer, such acceptance is
not sufficient to generate consent because any modification or variation from
the terms of the offer annuls the offer.
·
While it is impossible to expect the
acceptance to echo every nuance of the offer, it is imperative that it assents
to those points in the offer which, under the operative facts of each contract,
are not only material but motivating as well. Anything short of that level of
mutuality produces not a contract but a mere counter-offer awaiting acceptance.
More particularly on the matter of the consideration of the contract, the offer
and its acceptance must be unanimous both on the rate of the payment and on its
term. An acceptance of an offer which agrees to the rate but varies the term is
ineffective.
Whether or
not the individual buyers of the subject lots were innocent buyers of value. –
DOES NOT MATTER.
Since there was no repurchase contract perfected, the sale of the
subject properties to the individual buyers (intervenors) remains valid and
binding, and the issue of whether the latter were innocent purchasers for value
would be of no consequence.