Moreno vs Private Management Office [G.R. No. 159373] Case Digest

 

Moreno vs Private Management Office

G.R. No. 159373

Subtopic:

Price must be certain or ascertainable at perfection

 

Facts:

The subject-matter of this complaint is the J. Moreno Building (formerly known as the North Davao Mining Building) or more specifically, the 2nd, 3rd, 4th, 5th and 6th floors of the building. Plaintiff is the owner of the Ground Floor, the 7th Floor and the Penthouse of the J. Moreno Building and the lot on which it stands. Defendant is the owner of the 2nd, 3rd, 4th, 5th and 6th floors of the building, the subject-matter of this suit.

The defendant called for a conference for the purpose of discussing plaintiff's right of first refusal over the floors of the building owned by defendant. At said meeting, defendant informed plaintiff that the proposed purchase price for said floors was TWENTY[-]ONE MILLION PESOS (P21,000,000.00). Defendant, informed plaintiff thru Atty. Jose Feria, Jr., that the Board of Trustees (BOT) of APT "is in agreement that Mr. Jose Moreno, Jr. has the right of first refusal" and requested plaintiff to deposit 10% of the "suggested indicative price" of P21.0 million on or before February 26, 1993.

Plaintiff paid the P2.1 million on February 26, 1993. Then on March 12, 1993, defendant wrote plaintiff that its Legal Department has questioned the basis for the computation of the indicative price for the said floors. Defendant wrote plaintiff that the APT BOT has "tentatively agreed on a settlement price of P42,274,702.17" for the said floors.

The trial court ruled in favor of petitioner Moreno. CA reversed the decision of RTC.

 

Issue:

Whether or not there was a perfected contract of sale over the said floors for the amount of P21.0 million, which will give rise to a right on the part of the plaintiff to demand that the said floors be sold to him for said amount

 

Held:

No.

 

Ratio:

A contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. 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. To reach that moment of perfection, the parties must agree on the same thing in the same sense, so that their minds meet as to all the terms. They must have a distinct intention common to both and without doubt or difference; until all understand alike, there can be no assent, and therefore no contract. The minds of parties must meet at every point; nothing can be left open for further arrangement. So long as there is any uncertainty or indefiniteness, or future negotiations or considerations to be had between the parties, there is not a completed contract, and in fact, there is no contract at all.

Contract formation undergoes three distinct stages preparation or negotiation, perfection or birth, and consummation. Negotiation begins from the time the prospective contracting parties manifest their interest in the contract and ends at the moment of agreement of the parties. The perfection or birth of the contract takes place when the parties agree upon all the essential elements thereof. The last stage is the consummation of the contract wherein the parties fulfill or perform the terms agreed upon, culminating in its extinguishment. Once there is concurrence of the offer and acceptance of the object and cause, the stage of negotiation is finished. This situation does not obtain in the case at bar. The letter of February 22, 1993 and the surrounding circumstances clearly show that the parties are not past the stage of negotiation, hence there could not have been a perfected contract of sale.