G.R. No.

L-116650 May 23, 1995

TOYOTA SHAW, INC., petitioner,
vs.
CO URT OF APPEALS and LUNA L. SOSA, respondents.
FACTS:
Sometime in June of 1989, Luna L. Sosa wanted to purchase a Toyota Lite Ace. It was then a seller's
market and Sosa had difficulty finding a dealer with an available unit for sale. But upon contacting with
the petitioner Toyota Shaw, Inc., he was told that there was an available unit. So on 14 June 1989, Sosa
and his son, Gilbert, went to the Toyota office at Shaw Boulevard, Pasig, Metro Manila. There they met
Popong Bernardo, a sales representative of Toyota. The respondent emphasize that he need the Toyota
not later than june 17 because he and his family and a balik-guest will use it at next day 18 to go to
marinduque. He added if he does not arrive with new car he would become a laughing stock. Bernardo
the agent of the petitioner assured that the vehicle would ready to be pick-up on june 17. The agent sign
the agreement and as well as the respondents. They also agreed that remaining balance of the purchasing
price would be paid by the B.A financing. At the next day the respondents went to the Toyota shaw and
deliver the down payment of 100k. Bernardo the agent accomplished the VEHICLE SALE PROPOSAL
(VSP) signed by son of the respondents. The balance to be finance was 274,137. The space provided for
delivery terms was not filled up.
On the morning of june 29 inform that the vehicle would not ready to pick up, but at 2pm. After waiting
for about an hour bernardo told the respondents that the could not be deliver because “nasulot ang unit
ng ibang malakas”
The petitioner contend that the vehicle was not deliver to respondents because of the disapproval by the
financing company. Due to uncertainty of payment of the balance of the purchase price. Petitioner give
option the respondent to purchase the unit by paying the full price but the respondent refused. Then the
petitioner return the 100k dp to respondents. The respondent file a complaint against petitioner and ask
for damages. RTC ruled that the agreement between bernardo the agent of petitioner and respondents
valid perfected contract of sale. Which the petitioner is bound to deliver the vehicle and claimed that
petitioner acted in bad faith by selling the unit already reserved for him. Petitioner appeal to CA but the
latter affirmed the decision of the RTC.

ISSUE : WON THE VSP WAS THE TRUE AND DOCUMENTED UNDERSTANDING OR THE PARTIES
WHICH WOULD HAVE LED TO THE ULTIMATE CONTRACT OF SALE.?

HELD. NO. The vsp was not perfected contract of sale. The SC stress the art. 1458 of ncc. Which provide
the definition of sale. by the contract of sale the one of the parties obligates himself to transfer ownership
to another and to deliver the determinate thing, and the other pay therefore a price certain in money or
it’s equivalent. And the art 1475 when it deemed perfected. 145 the contract of sale Is perfected the
moment there is meeting of mind upon the thing which is the object of the contract and upon price. The
SC also ruled that a definite agreement on the manner of payment of the price is an essential element in
the formation of binding and enforceable contract of sale. Because disagreement on the manner of
payment is tantamount to a failure to agree on price. Definiteness as to the price is an essential element of
binding agreement to sell personal property.
In this case The agreement between respondent and bernardo the agent of the petitioner. Was not a
perfected sale. NO obligation on the part of petitioner to deliver the vehicle to respondent and no
obligation on the part of the latter to pay the price certain therein. The VSP mention nothing about the full
purchase price and the manner of installment were to be paid. Moreover the VSP was a mere proposal
which was aborted in lieu of subsequent events. Its follows vsp follow no demandable legal right in favor
of respondents for the delivery of the vehicle to him. And it’s non- delivery did not cause any legal
indemnifiable injury.
Lastly the subject vehicle was not delivered to the respondent due the disapproval of the his application
to the financing company due to uncertainty of payment of balance of the purchase price. The petitioner
gave respondents option to purchase the unit by paying full purchase price but he refused. The issue that
petitioner acted in bad faith is only an after though. Granted petition.
[ G.R. No. 200901, December 07, 2015 ]
SM INVESTMENTS CORPORATION, PETITIONER, VS. ESTELA MARFORI
POSADAS, MARIA ELENA POSADAS AND AIDA MACARAIG POSADAS.
RESPONDENTS.

FACTS: Respondents Estela Marfori Posadas, Maria Elena Posadas and Aida Macaraig Posadas are the owners of
several parcels of land with a total area of 27.6 hectares, more or less, and covered by Transfer Certificates of Title
registered to the register of deeds Makati. On 08 August 1995, SMIC, through its President, Henry Sy, Jr. (Mr.
Sy), sent respondents a written offer for a joint venture for the development of the Subject
Property, which in part reads: a) development of the first class commercial/ residential subdivision. b) to
set the value of the property set price for 4000/sq. for areas fronting south super highway 1500 sqm for
the rest of the area after development 20000 and 10000/sq. c) The sharing is 60/40 in favour of the
respondents. d) Upon the execution of of joint venture agreement the SMIC will pay 70M.e) 5. In case
you decide to avail of a third party to sell your lots from your 60%share, I will be given the priority to
exclusively sell the same, subject to terms and conditions that may be agreed upon.
On 18 August 1995, respondents sent SMIC a written counter proposal which stated that the proposal is
acceptable except the goodwill money which submitted should not be less than 80M.
On 02 December 1995, SMIC, in compliance with what it considered as a perfected
contract for the joint venture, sent respondents four (4) drawings of the proposed mall
and its location within the Subject Property. after receiving the aforementioned drawings,respondents
sent SMIC a letter informing it that they had received several other offers for the Subject Property, and
demanding that SMIC better the said offers, before they submit their comments on the drawings. Also
stated in that letter that due to failure of the petitioner to present specified terms and conditions on the
detail development of 2706 hectares show indication of lack of interest to their offers. The petitioner
again gave the respondent much better offer for 140M. Then after several months the respondent did not
respond to the correspondence after reminder done by the petitioner. And in that case the latter file a case
for Specific Performance and Damages with Prayer for Temporary Restraining Order and Writ of
Preliminary Injunction against respondents. RTC rendered judgement in favor of the petitioner and
declare the validity enforceability and of the joint venture contract. The Respondent appeal to the CA and
the court of appeals rendered judgement in favor of them.

ISSUE: WON there in perfected contract SMIC and respondent?

HELD. YES. The SC ruled that there had a perfected contract between the petitioner and the respondents
the fact that there is consent which is the essential element of a perfected contract. The SC cited the
definition of contract under art 1315 of NCC. Contract is perfected by mere consent and at that time
parties are bound to not only for the fulfillment of what has been expressly stipulated but also, all the
consequence which, according to their nature, may be keeping in good faith, usage of law. As well as the
1319 consent is manifested by the meeting of offer and acceptance upon the thing or cause which
constitute the contract. The offer must be certain and the acceptance must be absolute. Acceptance made
by letter of telegram does not bind offerer, except form the time it came to his knowledge. The contract in
such case is presume to have been entered in the place where the offer was made. All the essential
elements of a valid contract are present in this case. In the instant case First letter was the offer on the
part of SMIC contained the obj. certain which is the joint venture and specific cause money for
70m.60/40 share. 2nd letter counter offer by the respondent which they conveyed their acceptance of the
joint venture subj. only to the counter proposal to increase the good money form 70M to 80M. 3 rd. Third,
the Letter dated 24 August 1995 contains an unqualified, acceptance on the part of SMIC of the above-
mentioned counter-proposal of respondents, again on the
aspect of the goodwill money alone.