Limketkai Sons Milling Co. vs.

CA (1995), 250 SCRA 523

Limketkai Sons Milling Co. vs. CA (1996), 255 SCRA 626

FACTS:
Philippine Remnants was the owner of a piece of land which it then entrusted to BPI. Pedro
Revilla was authorized by BPI to sell the lot for PHP1000/sqm. Revilla contacted Alfonso Lim
who agreed to buy the land. Alfonso Lim and Albino Limketkai went to BPI and were
entertained by VP Albano and Asst. VP Aromin. BPI set the price at 1,100 while Limketkai
haggled to 900. They subsequently agreed on Php1,000 on cash basis. Alfonso Lim asked if it
was possible to pay on terms and BPI officials said there was no harm in trying to ask for
payment in terms but if disapproved, the price would have to be paid in cash. Limketkai paid
the initial 10% with the remaining 90% to follow. Two or three days later, Alfonso Lim found
out that their offer had been frozen and then went to BPI to tender full payment of 33M to
Albano but was refused by both Albano & Bona.

ISSUE:
Whether there was a perfected contract of sale

HELD:
1995 decision
–> Perfection of the contract took place when Aromin and Albano, acting for BPI, agreed to
sell and Alfonso Lim & Albino Limketkai, agreed to buy the lot at Php1000/sqm. A consensual
contract is perfected upon mere meeting of the minds and although the deed of sale had yet
to be notarized, it does not mean that no contract was perfected.

1996 decision
—> Consent is manifested by the meeting of the offer and acceptance upon the thing, and
the cause which are to constitute the contract. The offer must be certain and aceptance
absolute. Limketkai’s acceptance was qualified and therefore, was actually a counter offer.