VILLONCO vs.

BORMAHECO
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.