Mutual consent in contract of sale
Contracts of sale are perfected by mutual consent, when the seller obligates himself, for a price certain, to deliver and transfer ownership of a specified thing or right to the buyer over which the latter agrees.[1]
Mutual consent, as a state of mind, may only be inferred from the confluence of two acts of the parties: an offer certain as to the object of the contract and its consideration, and an absolute acceptance of the offer, i.e., with respect to the exact object and consideration embodied in the offer. While it may not be possible to expect the acceptance to echo every nuance of the offer, it is imperative that it assents to those points in the offer that, under the operative facts of each contract, are not only material but motivating as well.[2]
Simply put, a contract of sale is perfected upon the meeting of the minds of the parties on the essential elements of the contract, i.e., consent, object certain, and the consideration of the contract.
Mutual consent, as a state of mind, may only be inferred from the confluence of two acts of the parties: an offer certain as to the object of the contract and its consideration, and an absolute acceptance of the offer, i.e., with respect to the exact object and consideration embodied in the offer. While it may not be possible to expect the acceptance to echo every nuance of the offer, it is imperative that it assents to those points in the offer that, under the operative facts of each contract, are not only material but motivating as well.[2]Simply put, a contract of sale is perfected upon the meeting of the minds of the parties on the essential elements of the contract, i.e., consent, object certain, and the consideration of the contract.
[1] Villanueva v. Philippine National Bank, 539 Phil. 334, 340-341 (2006).
[2] Id.
