Robern Development Corporation

vs
People’s Landless Association
G.R. No. 173622; March 11, 2013

FACTS
Al-Amanah Islamic Development Bank of the
Philippines (Al-Amanah) owned a lot in Davao
City which was occupied by members of the
People’s Landless Association (PELA).

The bank through its Officer-in-Charge, OIC

Dalig, asked the members of PELA
to vacate the lot unless they will
buy it.
FACTS
In a letter dated March 18, 1993, the
members of PELA offered to purchase
the lot for P300, 000.00, half of which
shall be paid as down payment and the
other half to be paid within one year.

FACTS
Al-Amanah
received and
made an
annotation
on the letter:
 Note:
Subject offer has been
acknowledged/received but
processing to take effect
upon putting up of the partial
amt. of P150,000.00 on or
before April 15, 1993
FACTS
PELA paid the down payment and remained
in the property.
 FACTS
PELA replied that it had already reached an
agreement with Al-Amanah, thru OIC Dalig,
regarding the sale of the subject lot based in
their offered price.

Meanwhile, Robern Corporation (Robern),

also made an offer to buy the said
lot for P400,000.00 and Al-
Amanah’s Head Office accepted the
 offer.
FACTS
After Robern has paid the purchase price, a
Deed of Sale and TCT were executed by Al
Amanah in Robern’s favor.

PELA, on the other hand, likewise completed

its payment for the purchase of the lot and
consigned it in the RTC of Davao
City as Al-Amamah already refused
to accept it.
 FACTS
Few months later, members of PELA were
already facing eviction and possible
demolition of their houses, thus, PELA filed a
suit for Annulment and Cancellation of Void
Deed of Sale against Al-Amanah and Robern.
It insisted that as early as March 1993, PELA
has a perfected contract of sale with Al

Amanah.
 FACTS
RTC Ruling:
It dismissed PELA’s complaint. It
opined that the March 18, 1993 letter
PELA has been relying upon as proof of
a perfected contract of sale was a mere
offer which was already rejected.
 FACTS
RTC Ruling:
Furthermore, the note on the letter could
not be construed as an acceptance
because the same is a mere
acknowledgment of receipt of the letter,
not the offer, which will still be

subject to processing.
 FACTS
CA Ruling:
It reversed RTC’s ruling holding that
there was already a perfected contract of
sale between PELA and Al-Amanah; that the
annotation on the letter could be construed
to mean that for Al-Amanah to accept PELA’s
offer.
 ISSUE
Whether there was a perfected
contract of sale between PELA and
Almanah, the resolution of which will
decide whether the sale of the lot to
Robern should be sustained or not.
 RULING
After scrutinizing the evidence, the
Court finds no proof of a perfected
contract of sale between Al-Amanah
and PELA. The parties did not agree on
the price and no consent was given,
whether express or implied.
 RULING
For a contract of sale to be valid the
essential elements must concur: 1.
Consent or meeting of the minds; 2.
Determinate subject matter; 3. Price

certain in money or its

equivalent.
 RULING
The March 18, 1993 letter was merely
an offer to buy and the annotation on
the letter simply means that the bank
merely acknowledged receipt of PELA’s
letter-offer. By “processing”, Al
Amanah only meant that it will

‘act on the offer’

 RULING
Notably, the bank never signified its
‘approval’ or ‘acceptance’ of the offer.

OIC Dalig made it clear that the

acceptance of the offer,
notwithstanding the deposit, is
subject to approval of the
Head Office.
RULING
Recognizing the corporate nature of
the bank and that the power to sell its
real properties is lodged in the higher
authorities, OIC Dalig never falsely
represented to the bidders that she
has authority to sell the bank’s
property.

RULING
 And regardless of PELA’s insistence
that OIC Dalig executed a written
agreement of the sale, she refused and
told PELA to wait for the decision of the
Head Office, making it clear that she has

no authority to execute any

deed of sale.
RULING
The transaction between PELA and Al
Amanah remained in the negotiation
stage. The offer never materialized
into a perfected sale, for no oral or
documentary evidence categorically
proves that Al-Amanah expressed
amenability to the offered
purchase price.
RULING
RTC Ruling dismissing the
Complaint for Annulment and
Cancellation of Void Deed of Sale filed
by PELA is REINSTATED and AFFIRMED.