SECOND DIVISION
G.R. No. 125761 April 30, 2003
SALVADOR P. MALBAROSA, petitioner,
vs.
HON. COURT OF APPEALS and S.E.A. DEVELOPMENT CORP., respondents.
CALLEJO, SR., J.:
Philtectic Corporation and Commonwealth Insurance Co., Inc. were only two of the group of companies wholly-owned and controlled by respondent S.E.A. Development Corporation (SEADC). The petitioner Salvador P. Malbarosa was the president and general manager of Philtectic Corporation, and an officer of other corporations belonging to the SEADC group of companies. The respondent assigned to the petitioner one of its vehicles covered by Certificate of Registration No. 042758651 described as a 1982 model Mitsubishi Gallant Super Saloon, with plate number PCA 180 for his use. He was also issued membership certificates in the Architectural Center, Inc. Louis Da Costa was the president of the respondent and Commonwealth Insurance Co., Inc., while Senen Valero was the Vice-Chairman of the Board of Directors of the respondent and Vice-Chairman of the Board of Directors of Philtectic Corporation.
Sometime in the first week of January 1990, the petitioner intimated to Senen Valero his desire to retire from the SEADC group of companies and requested that his 1989 incentive compensation as president of Philtectic Corporation be paid to him. On January 8, 1990, the petitioner sent a letter to Senen Valero tendering his resignation, effective February 28, 1990 from all his positions in the SEADC group of companies, and reiterating therein his request for the payment of his incentive compensation for 1989.2
Louis Da Costa met with the petitioner on two occasions, one of which was on February 5, 1990 to discuss the amount of the 1989 incentive compensation petitioner was entitled to, and the mode of payment thereof. Da Costa ventured that the petitioner would be entitled to an incentive compensation in the amount of P395,000.
On March 14, 1990, the respondent, through Senen Valero, signed a letter-offer addressed to the petitioner3 stating therein that petitioner's resignation from all the positions in the SEADC group of companies had been accepted by the respondent, and that he was entitled to an incentive compensation in the amount of P251,057.67, and proposing that the amount be satisfied, thus:
- The 1982 Mitsubishi Super saloon car assigned to you by the company shall be transferred to you at a value of P220,000.00. (Although you have indicated a value of P180,000.00, our survey in the market indicates that P220,000.00 is a reasonable reflection of the value of the car.)
- The membership share of our subsidiary, Tradestar International, Inc. in the Architectural Center, Inc. will be transferred to you. (Although we do not as yet have full information as to the value of these shares, we have been informed that the shares have traded recently in the vicinity of P60,000.00.)4
The respondent required that if the petitioner agreed to the offer, he had to affix his conformity on the space provided therefor and the date thereof on the right bottom portion of the letter, thus:
Agreed:
SALVADOR P. MALBAROSA
Date: _____________________5
On March 16, 1990, Da Costa met with the petitioner and handed to him the original copy of the March 14, 1990 Letter-offer for his consideration and conformity. The petitioner was dismayed when he read the letter and learned that he was being offered an incentive compensation of only P251,057.67. He told Da Costa that he was entitled to no less than P395,000 as incentive compensation. The petitioner refused to sign the letter-offer on the space provided therefor. He received the original of the letter and wrote on the duplicate copy of the letter-offer retained by Da Costa, the words: "Rec'd original for review purposes."6 Despite the lapse of more than two weeks, the respondent had not received the original of the March 14, 1990 Letter-offer of the respondent with the conformity of the petitioner on the space provided therefor. The respondent decided to withdraw its March 14, 1990 Offer. On April 3, 1996, the Board of Directors of the respondent approved a resolution authorizing the Philtectic Corporation and/or Senen Valero to demand from the petitioner for the return of the car and to take such action against the petitioner, including the institution of an action in court against the petitioner for the recovery of the motor vehicle.7
On April 4, 1990, Philtectic Corporation, through its counsel, wrote the petitioner withdrawing the March 14, 1990 Letter-offer of the respondent and demanding that the petitioner return the car and his membership certificate in the Architectural Center, Inc. within 24 hours from his receipt thereof.8 The petitioner received the original copy of the letter on the same day.
On April 7, 1990, the petitioner wrote the counsel of Philtectic Corporation informing the latter that he cannot comply with said demand as he already accepted the March 14, 1990 Letter-offer of the respondent when he affixed on March 28, 1990 his signature on the original copy of the letter-offer.9 The petitioner enclosed a xerox copy of the original copy of the March 14, 1990 Letter-offer of the respondent, bearing his signature on the space provided therefore dated March 28, 1990.10
With the refusal of the petitioner to return the vehicle, the respondent, as plaintiff, filed a complaint against the petitioner, as defendant, for recovery of personal property with replevin with damages and attorney's fees, thus:
WHEREFORE, PREMISES CONSIDERED, it is respectfully prayed before this Honorable Court that:
1. Before hearing and upon approval of plaintiff's bond, a writ be issued immediately for the seizure of the vehicle described in paragraph 3 hereof, wherever it may be found, and for its delivery to plaintiff;
2. After trial of the issues, judgment be rendered adjudging that plaintiff has the right to the possession of the said motor vehicle, and, in the alternative, that defendant must deliver such motor vehicle to plaintiff or pay to plaintiff the value thereof in case delivery cannot be made;
3. After trial, hold the defendant liable to plaintiff for the use of the motor vehicle in the amount of P1,000.00 per day from date of demand until the motor vehicle is returned to plaintiff.
4. After trial, hold the defendant liable to plaintiff for attorney's fees and costs of litigation in the amount of P100,000.00.
Plaintiffs likewise prays for such other reliefs as are just and equitable under the circumstances.11
On April 30, 1990, the trial court issued an order for the issuance of a writ of replevin.12 Correspondingly, the writ of replevin was issued on May 8, 1990.13
On May 11, 1990, the Sheriff served the writ on the petitioner and was able to take possession of the vehicle in question. On May 15, 1990, the petitioner was able to recover the possession of the vehicle upon his filing of the counter-bond.14
In his Answer to the complaint, the petitioner, as defendant therein, alleged that he had already agreed on March 28, 1990 to the March 14, 1990 Letter-offer of the respondent, the plaintiff therein, and had notified the said plaintiff of his acceptance; hence, he had the right to the possession of the car. Philtectic Corporation had no right to withdraw the offer of the respondent SEADC. The petitioner testified that after conferring with his counsel, he had decided to accept the offer of the respondent, and had affixed his signature on the space below the word "Agree" in the March 14, 1990 Letter-offer, thus:
Agreed:
(Sgd.)
SALVADOR P. MALBAROSA
Date: 3-28-90 15
The petitioner adduced evidence that on March 9, 1990, he had written Senen Valero that he was agreeable to an incentive compensation of P218,000 to be settled by the respondent by transferring the car to the petitioner valued at P180,000 and P38,000 worth of shares of the Architectural Center, Inc. on the claim of Da Costa that respondent was almost bankrupt. However, the petitioner learned that the respondent was financially sound; hence, he had decided to receive his incentive compensation of P395,000 in cash.16 On March 29, 1990, the petitioner called up the office of Louis Da Costa to inform the latter of his acceptance of the letter-offer of the respondent. However, the petitioner was told by Liwayway Dinglasan, the telephone receptionist of Commonwealth Insurance Co., that Da Costa was out of the office. The petitioner asked Liwayway to inform Da Costa that he had called him up and that he had already accepted the letter-offer. Liwayway promised to relay the message to Da Costa. Liwayway testified that she had relayed the petitioner's message to Da Costa and that the latter merely nodded his head.
After trial, the court a quo rendered its Decision17 on July 28, 1992, the dispositive portion of which reads as follows:
WHEREFORE, in view of all the foregoing, judgment is rendered ordering the defendant:
1. To deliver the motor vehicle prescribed [sic] in the complaint to plaintiff SEADC, or pay its value of P220,000 in case delivery cannot be made;
2. pay plaintiff SEADC P50,000 as and for attorney's fees; and
3. Cost of litigation.
SO ORDERED.18
The trial court stated that there existed no perfected contract between the petitioner and the respondent on the latter's March 14, 1990 Letter-offer for failure of the petitioner to effectively notify the respondent of his acceptance of said letter-offer before the respondent withdrew the same. The respondent filed a motion for the amendment of the decision of the trial court, praying that the petitioner should be ordered to pay to the respondent reasonable rentals for the car. On October 10, 1992, the court a quo issued an order, granting plaintiff's motion and amending the dispositive portion of its July 28, 1992 Decision:
1. Ordering defendant to pay to plaintiff lease rentals for the use of the motor vehicle at the rate of P1,000.00 per Day from May 8, 1990 up to the date of actual delivery to the plaintiff of the motor vehicle; and
2. Ordering First Integrated Bonding & Insurance Co. to make good on its obligations to plaintiff under the Counterbond issued pursuant to this case.
SO ORDERED.19
The petitioner appealed from the decision and the order of the court a quo to the Court of Appeals.
On February 8, 1996, the Court of Appeals rendered its Decision,20 affirming the decision of the trial court. The dispositive portion of the decision reads:
WHEREFORE, the Decision dated July 28, 1992 and the Order dated October 10, 1992 of the Regional Trial Court of Pasig (Branch 158) are hereby AFFIRMED with the MODIFICATION that the period of payment of rentals at the rate of P1,000.00 per day shall be from the time this decision becomes final until actual delivery of the motor vehicle to plaintiff-appellee is made.
Costs against the defendant-appellant.
SO ORDERED.21
The Court of Appeals stated that the petitioner had not accepted the respondent's March 14, 1990 Letter-offer before the respondent withdrew said offer on April 4, 1990.
The petitioner filed a petition for review on certiorari of the decision of the Court of Appeals.
The petitioner raises two issues, namely: (a) whether or not there was a valid acceptance on his part of the March 14, 1990 Letter-offer of the respondent;22 and (b) whether or not there was an effective withdrawal by the respondent of said letter-offer.
The petition is dismissed.
Anent the first issue, the petitioner posits that the respondent had given him a reasonable time from March 14, 1990 within which to accept or reject its March 14, 1990 Letter-offer. He had already accepted the offer of the respondent when he affixed his conformity thereto on the space provided therefor on March 28, 199023 and had sent to the respondent corporation on April 7, 1990 a copy of said March 14, 1990 Letter-offer bearing his conformity to the offer of the respondent; hence, the respondent can no longer demand the return of the vehicle in question. He further avers that he had already impliedly accepted the offer when after said respondent's offer, he retained possession of the car.
For its part, the respondent contends that the issues raised by the petitioner are factual. The jurisdiction of the Court under Rule 45 of the Rules of Court, as amended, is limited to revising and correcting errors of law of the CA. As concluded by the Court of Appeals, there had been no acceptance by the petitioner of its March 14, 1990 Letter-offer. The receipt by the petitioner of the original of the March 14, 1990 Letter-offer for review purposes amounted merely to a counter-offer of the petitioner. The findings of the Court of Appeals are binding on the petitioner. The petitioner adduced no proof that the respondent had granted him a period within which to accept its offer. The latter deemed its offer as not accepted by the petitioner in light of petitioner's ambivalence and indecision on March 16, 1990 when he received the letter-offer of respondent.
We do not agree with the petitioner.
Under Article 1318 of the Civil Code, the essential requisites of a contract are as follows:
Art. 1318. There is no contract unless the following requisites concur:
(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.
Under Article 1319 of the New Civil Code, the consent by a party is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. An offer may be reached at any time until it is accepted. An offer that is not accepted does not give rise to a consent. The contract does not come into existence.24 To produce a contract, there must be acceptance of the offer which may be express or implied25 but must not qualify the terms of the offer. The acceptance must be absolute, unconditional and without variance of any sort from the offer.26
The acceptance of an offer must be made known to the offeror.27 Unless the offeror knows of the acceptance, there is no meeting of the minds of the parties, no real concurrence of offer and acceptance.28 The offeror may withdraw its offer and revoke the same before acceptance thereof by the offeree. The contract is perfected only from the time an acceptance of an offer is made known to the offeror. If an offeror prescribes the exclusive manner in which acceptance of his offer shall be indicated by the offeree, an acceptance of the offer in the manner prescribed will bind the offeror. On the other hand, an attempt on the part of the offeree to accept the offer in a different manner does not bind the offeror as the absence of the meeting of the minds on the altered type of acceptance.29 An offer made inter praesentes must be accepted immediately. If the parties intended that there should be an express acceptance, the contract will be perfected only upon knowledge by the offeror of the express acceptance by the offeree of the offer. An acceptance which is not made in the manner prescribed by the offeror is not effective but constitutes a counter-offer which the offeror may accept or reject.30 The contract is not perfected if the offeror revokes or withdraws its offer and the revocation or withdrawal of the offeror is the first to reach the offeree.31 The acceptance by the offeree of the offer after knowledge of the revocation or withdrawal of the offer is inefficacious. The termination of the contract when the negotiations of the parties terminate and the offer and acceptance concur, is largely a question of fact to be determined by the trial court.32
In this case, the respondent made its offer through its Vice-Chairman of the Board of Directors, Senen Valero. On March 16, 1990, Da Costa handed over the original of the March 14, 1990 Letter-offer of the respondent to the petitioner. The respondent required the petitioner to accept the offer by affixing his signature on the space provided in said letter-offer and writing the date of said acceptance, thus foreclosing an implied acceptance or any other mode of acceptance by the petitioner. However, when the letter-offer of the respondent was delivered to the petitioner on March 16, 1990, he did not accept or reject the same for the reason that he needed time to decide whether to reject or accept the same.33 There was no contract perfected between the petitioner and the respondent corporation.34 Although the petitioner claims that he had affixed his conformity to the letter-offer on March 28, 1990, the petitioner failed to transmit the said copy to the respondent. It was only on April 7, 1990 when the petitioner appended to his letter to the respondent a copy of the said March 14, 1990 Letter-offer bearing his conformity that he notified the respondent of his acceptance to said offer. But then, the respondent, through Philtectic Corporation, had already withdrawn its offer and had already notified the petitioner of said withdrawal via respondent's letter dated April 4, 1990 which was delivered to the petitioner on the same day. Indubitably, there was no contract perfected by the parties on the March 14, 1990 Letter-offer of the respondent.
The petitioner's plaint that he was not accorded by the respondent reasonable time to accept or reject its offer does not persuade. It must be underscored that there was no time frame fixed by the respondent for the petitioner to accept or reject its offer. When the offeror has not fixed a period for the offeree to accept the offer, and the offer is made to a person present, the acceptance must be made immediately.35 In this case, the respondent made its offer to the petitioner when Da Costa handed over on March 16, 1990 to the petitioner its March 14, 1990 Letter-offer but that the petitioner did not accept the offer. The respondent, thus, had the option to withdraw or revoke the offer, which the respondent did on April 4, 1990.
Even if it is assumed that the petitioner was given a reasonable period to accept or reject the offer of the respondent, the evidence on record shows that from March 16, 1990 to April 3, 1990, the petitioner had more than two weeks which was more than sufficient for the petitioner to accept the offer of the respondent. Although the petitioner avers that he had accepted the offer of the respondent on March 28, 1990, however, he failed to transmit to the respondent the copy of the March 14, 1990 Letter-offer bearing his conformity thereto. Unless and until the respondent received said copy of the letter-offer, it cannot be argued that a contract had already been perfected between the petitioner and the respondent.
On the second issue, the petitioner avers that Philtectic Corporation, although a wholly-owned and controlled subsidiary of the respondent, had no authority to withdraw the offer of the respondent. The resolution of the respondent authorizing Philtectic Corporation to take such action against the petitioner including the institution of an action against him for the recovery of the subject car does not authorize Philtectic Corporation to withdraw the March 14, 1990 Letter-offer of the respondent. The withdrawal by Philtectic Corporation on April 4, 1990 of the offer of the respondent was ineffective insofar as the petitioner was concerned. The respondent, for its part, asserts that the petitioner had failed to put in issue the matter of lack of authority of Philtectic Corporation to withdraw for and in behalf of the respondent its March 14, 1990 Letter-offer. It contends that the authority of Philtectic Corporation to take such action including the institution of an action against the petitioner for the recovery of the car necessarily included the authority to withdraw the respondent's offer. Even then, there was no need for the respondent to withdraw its offer because the petitioner had already rejected the respondent's offer on March 16, 1990 when the petitioner received the original of the March 14, 1990 Letter-offer of the respondent without the petitioner affixing his signature on the space therefor.
We do not agree with the petitioner. Implicit in the authority given to Philtectic Corporation to demand for and recover from the petitioner the subject car and to institute the appropriate action against him to recover possession of the car is the authority to withdraw the respondent's March 14, 1990 Letter-offer. It cannot be argued that respondent authorized Philtectic Corporation to demand and sue for the recovery of the car and yet did not authorize it to withdraw its March 14, 1990 Letter-offer to the petitioner. Besides, when he testified, Senen Valero stated that the April 4, 1990 letter of Philtectic Corporation to the petitioner was upon his instruction and conformably with the aforesaid resolution of the Board of Directors of the respondent:
Q Mr. Valero, after the Board passed this resolution. (sic) What action did you take, if any?
A After that resolution was passed. (sic) I instructed our lawyers to proceed with the demand letter for the recovery of the vehicle.
Q Do you know if that demand letter was every (sic) made by your lawyer?
A Yes. I know that because I was the one who gave the instruction and before it was finally served on Malbarosa, I was shown about the demand letter.
C/Pltf. Your honor, or rather . . .
Mr. Valero, if I show you a copy of that letter, will you be able to identify the same?
A Yes, sir.
Q I am now showing to you a copy of the letter dated April 4, 1990, addressed to Mr. Salvador P. Malbarosa and signed by Romulo, Mabanta, Buenaventura, Sayoc and Delos Angeles by ________. What relation, if any, does that demand letter have with the demand letter that you are talking about?
A It's the same one I am referring to.
C/Pltf. Your honor, we manifest that the letter has been previously marked as our exh. "D".
Q Mr. Valero, on the first paragraph of this demand letter, you stated that the letter is written in behalf of Philtectic Corporation. Do you have any knowledge why it was written this way?
A Yes. Because Philtectic, being the agent used here by S.E.A. Development Corporation for the one using the car, it was only deemed proper that Philtectic will be the one to send the demand letter.
Q In the second paragraph of that letter, Mr. Valero, you stated that there was an allusion made to the offer made on March 14, 1990. That the 1982 Mitsubishi Galant Super Saloon car with plate# M-PCA-189 assigned to you by the company, and the membership share in the Architectural Center Inc., be transferred to you in settlement. You previously stated about this March 14 letter. What relation, if any, does this second paragraph with the letter-offer that you previously stated.
C/Def. Objection, your honor. This witness is incompetent . . .
C/Pltf. But he was the one who instructed, your honor.
Court LET the witness answer.
Witness (Stenographer reads back the previous question asked by counsel for him to answer, and . . ..)
A It is the same.36
IN LIGHT OF ALL THE FOREGOING, the petition is dismissed. The Decision of the Court of Appeals is AFFIRMED.
SO ORDERED.
Bellosillo, Quisumbing and Austria-Martinez, JJ ., concur.
Footnotes
1 Exhibit "A."
2 Exhibit "1."
3 Exhibit "3."
4 Exhibit "C-1."
5 Exhibit "C-3."
6 Exhibit "C-2."
7 Exhibit "G-2."
8 Exhibit "D."
9 Exhibit "5."
10 Id.
11 Records, pp. 5–6.
12 Id., at 8.
13 Id., at 10.
14 Id., at 33.
15 Exhibit "3-B."
16 Exhibit "J-1."
17 Penned by Judge Jose R. Hernandez.
18 Records, pp. 186–187.
19 Id., at 202.
20 Penned by Associate Justice Salome A. Montoya, with Associate Justices Godardo A. Jacinto and Oswaldo D. Agcaoili, concurring.
21 Rollo, pp. 24–25.
22 Exhibit "C."
23 Exhibit "3-B."
24 Gamboa v. Ronsalez, 17 Phil. 381.
25 Article 1320, New Civil Code.
26 Uy v. Hon. Evangelista, 361 SCRA 95 (2001).
27 Jardine Davies, Inc. v. Court of Appeals, et al., 333 SCRA 689 (2000).
28 Enriquez v. Sun Life Assurance, 41 Phil. 269.
29 Allied Steel & Conveyor's, Inc. v. Ford Motor Company, 277 FEDERAL REPORTERS 2nd, 907(1960).
30 TOLENTINO, COMMENTARIES AND JURISPRUDENCE OF THE NEW CIVIL CODE, 1985 ed., Vol. IV, pp. 462–463.
31 TOLENTINO, COMMENTARIES AND JURISPRUDENCE OF THE NEW CIVIL CODE, Vol. IV, p. 2, 466, 1991 ed., citing 6 Planiol, Ripert, 180.
32 Id., citing 8 Manresa, 649–650.
33 TSN, Malbarosa, 21 March 1991, p. 6.
34 Krohn-Fechheimer Co. v. Palmer, et al., 221 SOUTHWESTERN REPORTS, 353 (1920).
35 See note 30, supra, at 469.
36 TSN, Valero, February 6, 1991, pp. 12–14, supra.
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