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[ G.R. No. 137461. June 9, 1999]

MATILDE O LIM et al. vs. NORINA G. MANAS, et al.

FIRST DIVISION

Gentlemen:

Quoted hereunder, for your information, is a resolution of this Court dated JUN 9, 1999.

G.R. No. 137461 (Matilde O Lim and Manuel Lim vs. Norina G. Manas, et al. and Sps. Rolando and Ma. Lourdes Concepcion, et al.)

Petitioners assail the decision of the Court of Appeals which sustained that of the regional trial court, thus declaring that no contract to sell was perfected between petitioners as vendees and private respondents as vendors.

The subject matter of the controversy are two of three parcels of land located in Tagaytay City which were sold by private respondents spouses Concepcion to private respondent Norina Manas.

Petitioners, in an action filed with regional trial court, sought to annul the deed of sale between the spouses Concepcion and Manas, claiming that they, petitioners, are the true and actual vendees of the subject parcels. Petitioners further claimed that they had paid the amount of P50,000.00 as down payment and that in April of 1998, allegedly upon demand of private respondents, they settled the remaining balance of P240,000.00 by issuing four postdated checks in complete payment of the purchase price of P291,000.00 for the two lots. But for all these payments being claimed, petitioners could not produce a single receipt.

Private respondent Manas on the other hand claimed that the checks issued by petitioners were for the purpose of rediscounting.

The trial court dismissed petitioner's action, ratiocinating that it is contrary to human nature for persons to purchase property without getting a receipt. Upon appeal, the Court of Appeals affirmed.

Thus, the instant petition which we find unavailing.

The Court finds logic in the decision of the two lower courts that there was no perfected contract to sell between petitioners and the Concepcion spouses. As provided in Article 1318 of the Civil Code, the requisites of a valid and perfected contract are as follows: (1) consent of the contracting parties; (2) object certain which is the subject matter of the contract; (3) cause of the obligation which is established (First Phil. International bank vs. Court of Appeals, 252 SCRA 259, 294 [1996]). Corollarily, Article 1319 of the Civil Code 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 counter-offer.

In the case at bar, petitioners were interested in buying only 2 lots while the terms of the sale were that three lots had to be sold together.

Furthermore, there was evidently no meeting of the minds as to the price, an essential element of the offer. Even assuming for the sake of argument that there was meeting of the minds as to the price, still petitioner's alleged downpayment of P100,000.00 via a postdated check, varied the offer of the Concepcion spouses who refused said payment, emphasizing that they needed full cash payment. Verily, this Court has ruled that for an acceptance to have the effect of converting an offer to sell into a perfected contract, it is necessary that the acceptance be unequivocal and unconditional. Any modification or variation of the terms of the offer annuls the latter and frees the offerer (Beaumont vs. Prieto, 41 Phil. 670 [1916]; Cronico vs. Tuazon, 78 SCRA 331 [1977]).

WHEREFORE, petition is denied due course.

Very truly yours,

(Sgd.) VIRGINIA ANCHETA-SORIANO

Clerk of Court

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