CASE DIGEST: Heirs of Ignacio vs. Ignacio-Manalo

G.R. No. 177783 : January 23, 2013




Petitioner Fausto C. Ignacio (Ignacio), during his lifetime, mortgaged two parcels of land located in Cabuyao, Laguna to respondent Home Bankers Savings and Trust Company (Home Bankers), as security for the P500,000.00 loan. When Ignacio defaulted in the payment of his loan obligation, Home Bankers proceeded to foreclose the real estate mortgage where it was the highest bidder.

On February 8, 1983, the Certificate of Sale issued to Home Bankers. With the failure of Ignacio to redeem the foreclosed properties within one year from such registration, the titles were consolidated in favor of Home Bankers.

Despite the lapse of the redemption period and consolidation of title in Home Bankers, Ignacio offered to repurchase the properties. While Home Bankers considered Ignacios offer to repurchase, there was no repurchase contract executed. Home Bankers made several dispositions of the foreclosed properties already titled in its name.

In a letter addressed to Home Bankers dated July 25, 1989, Ignacio expressed his willingness to pay the amount of P600,000.00 in full, as balance of the repurchase price, and requested Home Bankers to release to him the remaining parcels of land. Home Bankers turned down his request. Then, Home Bankers sold the properties to herein respondents.

The RTC rendered judgment in favor of Ignacio and found that Home Bankers deliberately disregarded petitioners substantial payments on the total repurchase consideration.

Home Bankers appealed to the CA. The CA reversed the trial court and found that Ignacio modified the terms of the offer contained in the March 22, 1984 letter of Home Bankers. There was also no written conformity by Home Bankers officers to the amended conditions for repurchase which were unilaterally inserted by Ignacio. Consequently, no contract of repurchase was perfected and Home Bankers acted well within its rights when it sold the subject properties to herein respondents.

ISSUE: Whether or not a contract for the repurchase of the foreclosed properties was perfected between petitioner and respondent bank?

HELD: Court of Appeals decision is sustained.

CIVIL LAW: acceptance of counter-offer

Contracts are perfected by mere consent, which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. In Palattao v. Court of Appeals, G.R. No. 131726, the Court held that if the acceptance of the offer was not absolute, such acceptance is insufficient to generate consent that would perfect a contract. The acceptance must be identical in all respects with that of the offer so as to produce consent or meeting of the minds. Where a party sets a different purchase price than the amount of the offer, such acceptance was qualified which can be at most considered as a counter-offer; a perfected contract would have arisen only if the other party had accepted this counter- offer.

While it is impossible to expect the acceptance to echo every nuance of the offer, it is imperative that it assents to those points in the offer which, under the operative facts of each contract, are not only material but motivating as well. Anything short of that level of mutuality produces not a contract but a mere counter-offer awaiting acceptance. More particularly on the matter of the consideration of the contract, the offer and its acceptance must be unanimous both on the rate of the payment and on its term. An acceptance of an offer which agrees to the rate but varies the term is ineffective. (Villanueva v. Philippine National Bank, G.R. No. 154493)

In a letter dated March 22, 1984, Ignacio set a different repurchase price and also modified the terms of payment, which even contained a unilateral condition for payment of the balance (P600,000), that is, depending on petitioners financial position. However, there was no evidence of any document or writing showing the conformity of respondent banks officers to this counter-proposal.

A contract of sale is consensual in nature and is perfected upon mere meeting of the minds. When there is merely an offer by one party without acceptance of the other, there is no contract. When the contract of sale is not perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation between the parties.

MERCANTILE LAW: authority of board of directors/ officers

Even assuming that the bank officer or employee whom Ignacio claimed he had talked to regarding the March 22, 1984 letter had acceded to his own modified terms for the repurchase, their supposed verbal exchange did not bind Home Bankers in view of its corporate nature. There was no evidence that it was authorized by Home Bankers Board of Directors to accept Ignacios counter-proposal to repurchase the foreclosed properties at the price and terms other than those communicated in the March 22, 1984 letter.

Section 23 of the Corporation Code expressly provides that the corporate powers of all corporations shall be exercised by the board of directors. Just as a natural person may authorize another to do certain acts in his behalf, so may the board of directors of a corporation validly delegate some of its functions to individual officers or agents appointed by it. Thus, contracts or acts of a corporation must be made either by the board of directors or by a corporate agent duly authorized by the board. Absent such valid delegation/authorization, the rule is that the declarations of an individual director relating to the affairs of the corporation, but not in the course of, or connected with, the performance of authorized duties of such director, are held not binding on the corporation. (AF Realty & Development, Inc. v. Dieselman Freight Services, Co., 424 Phil. 446).