TONG BROTHERS CO. v.

IAC
G.R. No. 73918 | December 21, 1987 | GUTIEREZ JR., J | THIRD DIVISION
Topic: Perfection of a Contract

NATURE OF THE ACTION: Specific Performance and Damages

FACTS:
On December 1974, the Juliano and Comp. brought the Zamboanga-J to the defendant-
appellant's backyard. The defendant-appellant asked for a deposit of 15,000 but even it was not
yet paid, they dry-docked the vessel. The payment of the 15,000 was paid in the form of 2
checks as initial deposit for the said repair. On the ground that the petitioner did not complete all
the work necessary, essential and indispensable to rendering the vessel seaworthy resulting in
its deterioration and total loss, the respondent filed a complaint against the petitioner. The CFI
of Cotabato held in favor of the private respondent.

It was appealed on the higher court, petitioner contended that before accepting the job, it
wanted to have the respondent sign a written contract with an initial down payment of 50,000.
Moreover, the removal of the rudders and pulling out of the tail shafts with propellers were
standard operating procedures to inspect the condition. It did not amount to the commencement
of the repair of the vessel or partial compliance with a contract to repair the vessel. The series of
their communication from Jan. 14 to 28 1975 through telegrams showed that there was no
perfected contract to repair the vessel.

ISSUE: Whether or not there was a perfected contract between the petitioner and the
respondent to repair the vessel of Zamboanga-J.

HELD: NO.

There was no meeting of the minds yet as to the cause of contract. The SC ruled that the lower
court committed error. It was shown through the telegram that the petitioner had not yet
consented to the contract and the fact that the private respondent ignored the telegram,
confirms that there was no perfected contract to repair Zamboanga-J.

Art. 1319 of CC provides that:

"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 counteroffer."