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[G.R. No. 139740.July 25, 2001]
CASTRO et al. vs. CA, et al.
FIRST DIVISION
Gentlemen:
Quoted hereunder, for your information, is a resolution of this Court dated JUL 25 2001.
G.R. No. 139740(Fe Castro and her Children Rommel, Adrian, Ma. Cristina, Jonathan, Ma. Isabel and Ma. Cecilia, all surnamed Castro, as Heirs and substituted Parties for their Deceased Father Delmar R. Castro vs. Court of Appeals, Government Service Insurance System [GSIS] and the Register of Deeds of Marikina.)
This case originated from a complaint for specific performance, docketed Civil Case No. 58171, filed by the spouses Fe and Delmar Castro (later on substituted upon his death by his children Rommel, Adrian, Ma. Cristina, Jonathan, Ma. Isabel and Ma. Cecilia) against the Government Service Insurance System (GSIS) and the Register Of Deeds for Marikina.
It would appear that Fe
and Delmar Castro acquired a700-square meters parcel of land, with a bungalow,
covered by Transfer Certificate of Title (TCT) No. N- 130340 of the Registry of
Deeds of Marikina. They acquired the property through a GSIS housing loan in
the amount of P70,000.00, which loan was secured by the same property.
The spouses defaulted in their payment of the loan, forcing the GSIS to
extra-judicially foreclose the mortgage on 04 June 1984. The GSIS, likewise,
turned out to be the highest bidder for P196,989.00. The spouses failed
to redeem the property but they later on offered to repurchase the same. In a
letter, dated 02 December 1987, the GSIS informed Fe Castro that she may be
allowed to repurchase their former property subject to the approval of the GSIS
Board of Trustees. The letter, in full, declared:
"2 December 1987
"Mrs. FE B. CASTRO
No. 15 Raja Soliman Street, Parang
Marikina, Metro Manila
"Madam:
"In connection with
your offer to repurchase your former property located at your above-address,
please be informed that subject to the approval of our Board of Trustees, you
may be allowed to repurchase your above-mentioned former property at its
redemption price of P235,006.00 (sic) plus accrued rentals of P15,000
00, as of November 30, 1987, or a total repurchase price of P250,006 00,
on installment basis, by paying a downpayment equivalent to 50%
of the repurchase price, as requested,
and the balance thereof to be amortized in sixty (60) equal monthly
installments for a period of five (5)
years,
with an interest rate of 14% per annum for GSIS members and 16% per annum for
non-GSIS members, compounded monthly under the following terms and conditions:
"1. That you agree to make a deposit equivalent to 10% of the repurchase price, which shall form part of the repurchase price but shall be subject to forfeiture in favor of the System in case your offer is accepted and you fail to comply with the terms of the sale;
"2. That you agree to pay/complete the 50% downpayment within thirty (30) days from receipt of notice of approval of your offer;
"3. That you agree to pay a front-end service fee of 3% per annum on the balance and 2% penalty charge in case of arrears in amortization payment, compounded monthly;
"4. That you agree to pay the
documentation and notarial service fee of P1.00 for every P1,000.00
of the repurchase price;
"5. That you agree to pay the realty taxes, imposts and fines, documentary/science stamps and other taxes, assessments or expenses incidental to the sale, its documentation and registration; and
"6. That you agree to such other considerations, terms and conditions which our Board of Trustees and/or President and General Manager may impose in the Contract of Sale.
"Please inform us in writing of your conformity with the above-mentioned terms and conditions within fifteen (15) days from receipt hereof, together with your 10% deposit, so that we could submit your offer to our Board of Trustees for due consideration Should we fail to hear from you, we shall assume that you are no longer interested to reacquire the subject property.
"Very truly yours,
"(SGD.) Z.C. BELTRAN, JR.
Vice President 1 Rollo, pp. 38-40.
Fe Castro promptly went to
the GSIS before the expiration of the fifteen-day period, bringing with her the
amount of P25,000.00 representing the 10% deposit required in the letter
of the GSIS. However, she was informed that her offer to repurchase was
overtaken by a new GSIS policy requiring that the full amount of the repurchase
price based on the current market value should be paid. She later on received
another letter, dated 29 April 1988, from the GSIS, herein reproduced, as
follows:
"29 April 1988
"Ms. Fe B. Castro
15 Rajah Soliman St.
Parang, Marikina
Metro Manila
"Madam:
This refers to your
offer to, repurchase your former property located at No. 15 Rajah Soliman St.,
Parang, Marikina, Metro Manila, at its redemption price of P235,006.00,
plus unpaid rentals, if any, on installment basis.
"Please be informed that our Board of Trustees is not inclined to give due course to your offer because under existing policies, former owners may be allowed to repurchase their former properties, prior to its publication for public bidding, at a price based on either the redemption price or current market value, whichever is higher, payable in full and in cash, plus unpaid rentals, if any.
"The repurchase price for the
property is P507,000.00, based on its current market value, plus your
rental account as of April 30, 1988 in the sum of P20,000.00 or a total
repurchase price of P527,000.00. If you are amenable to repurchase the
property at this price, please inform us within fifteen (15) days from receipt
hereof. It is necessary that you accompany your offer with a deposit equivalent
to 10% of the repurchase price, subject to forfeiture if you cannot meet the
tennis of the sale.
"Very truly yours,
"(SGD.) Z.C. BELTRAN, JR.
Vice-President (AAMG) 2 Id., at 40-41.
The action taken by the GSIS forced the spouses to litigate but the Regional Trial Court of Pasig City, Branch 167, dismissed their case for lack of merit on the ground that the repurchase was subject to the approval of the GSIS Board of Trustees, which approval they failed to secure.
Aggrieved, they went to the Court of Appeals for relief. In its decision, promulgated on 24 February 1999, the appellate court affirmed in toto the trial court's decision. In the resolution of 23 August 1999, the Court of Appeals denied the Castros' motion for reconsideration for lack of merit, after finding that there was no cogent reason to revise, much less reverse, its decision.
Hence, the present recourse.
The petition must fail.
A contract is perfected at the moment there is a meeting of minds upon the object and cause thereof, i.e., when its essential elements concur. 3 Vitug Compendium of Civil Law and Junsprudence 1993 ed., pp. 539-560; See Co vs. Court of Appeals, 286 SCRA 76 (1998); Fule vs. Court of Appeals, 286 SCRA 698 (1998).The offer must be certain and the acceptance absolute. 4 Article 1319 Civil Code.
In this case, the consent
of GSIS to the offer of Fe B. Castro to repurchase then former property was
subject to a condition, i.e., the approval by its Board of Trustees. There was
no absolute acceptance of petitioner's offer. This was made clear in the
letter, dated 02 December 1987, of the GSIS Vice-President Mr Z.C. Beltran, Jr.
Unless the condition is first complied with, there is no perfected contract to
speak of.
5
See:
Maria Cristina Fertilizer Corp. vs.
Court of Appeals, 273 SCRA 152 (1997); Gonzales vs. Heirs of Tomas and Paula Cruz, 314 SCRA 585 (1999).In
fact in the second letter, dated 29 April 1988, of the GSIS Vice-President,
petitioner was informed that the Board of Trustees was not inclined to give due
course to her offer because 'under existing policies, former owners may be
allowed to repurchase their former properties, prior to its publication for
public bidding, at a price based on either the redemption price or current
market value, whichever is higher, payable in full and in cash, plus unpaid
rentals, if any." Evidently, petitioner was given a counter-offer, indicating
the price at its current market value of P507,000.00 plus the rental
amount of P20,000 00 as of 20 April 1988 for a total of P527,000.00
instead, however, of accepting this counter-offer, petitioners chose to demand
performance from the GSIS based on its first letter.
The appellate court also stressed two points which could not be ignored.
First, there was no evidence on record that would show that the property was constituted as petitioners' family home, either under the Civil Code or the Family Code. While the Court sympathizes with petitioners, their allegation cannot be made as a basis to allow them to repurchase the property even on equitable considerations.
Second, it was unrefuted that petitioners failed to redeem their property within one year from the date of its public auction and ownership thereto was already consolidated with the GSIS. Hence, there was no legal obligation on the part of the GSIS to resell the property to petitioners. The GSIS was merely trying to accommodate a request and even this could only be done prior to the publication of the property for public bidding. Petitioners have no preferential right to purchase the property.
As regards the claim of petitioners that their case should not be treated differently from the cases of Lorenzo Javier, Angeles Flores and Ernesto Felipe, we have no reason to digress from the factual findings of the Court of Appeals that the parties are not similarly situated because the cases of Javier, et al. are for redemption while petitioners' case is for repurchase.
WHEREFORE, finding no reversible error in the decision of the Court of Appeals, the petition for review on certiorari is DENIED. DAVIDE, JR., C. J., is on official leave.
Very truly yours,
(Sgd.) VIRGINIA ANCHETA-SORIANO
Clerk of Court
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