516 Phil. 192
PUNO, J.:
Banco Filipino
Paseo de Roxas
Makati, Metro ManilaAttention: RICARDO GABRIELAssistant ManagerReal Estate Department
Dear Sir:
May I request for a reconsideration on the property located at Lots 17 and 19 Block 95, Barrio San Dionisio, Paranaque, Metro Manila which has been appraised by the bank at P362,000.00. The house needs repairs on the roof as it is leaking. The flooring needs new wood parquet, all the gutters needs [sic] to be replaced. There are cracks on the walls which needs [sic] new finishing. Aside from termites around the house which needs [sic] to be controlled. All of these I'm sure has been noticed by the bank[']s appraiser. In these [sic] connection therefore, I would like to offer P310,000.00 for the property.
Thank you.Sincerely yours,
(sgd) LAURA M. MARNELEGO
In response, Banco Filipino wrote to petitioner on September 20, 1984 in this wise:[4]September 20, 1984
MS. LAURA M. MARNELEGO
No. 24 Houston Street
BF Homes, [sic] Subdivision
Parañaque, Metro Manila
SUBJECT : Reply to your 15 June 1984 letter
Re: Foreclosed Property of Gaudencio
Pereyra
Dear Ms. Marnelego,
Please be informed that your request to repurchase the subject property has been approved by the Committee on Disposal of Bank Properties per Resolution No. DCR-143-84 in the amount of P362,000.00 but on the following terms and conditions:
- Cash payment of P310,000.00 upon approval of the request/proposal, otherwise the bank shall immediately implement its Writ of Possession.
- Balance of P52,000.00 to be paid within one (1) year at the rate of 35% interest per annum.
Thank you.(sgd) RICARDO J. GABRIEL
Assistant Manager
Real Estate Department
SECRETARY, COMMITTEE
ON DISPOSAL OF BANK
PROPERTIES
Petitioner replied on October 9, 1984:[5]
Banco Filipino
Paseo de Roxas
Makati, Metro ManilaAttention: RICARDO GABRIEL
Assistant Manager
Real Estate Department
Dear Sir:
This is in reference to your letter dated September 20, 1984 informing us of the asking price and terms for the house and lot of Three Hundred Sixty Two Thousand Pesos Only (P362,000.00) located at Lots 17 and 19 Block 95, Barrio San Dionisio, Paranaque, Metro Manila.
In these [sic] connection therefore, may I offer the sum of One Hundred Thousand Pesos Only (P100,000.00) as downpayment and the balance to be paid in five (5) equal installment[s] and to be paid within five (5) years with interest thereon.
Thank you.
December 5, 1985
MR. ALBERTO V. REYES
Deputy Liquidator, Banco Filipino
Paseo de Roxas, Makati,
Metro Manila
Dear Mr. Reyes:
On November 22, 1995, after the bank resumed its operations, it sent a letter to petitioner demanding that they vacate the premises within five days from receipt thereof.[10]
- Purchase price to be determined by the Liquidator
- Purchase price to be payable as follows:
2.A. P120,000.00 to be deposited immediately and to be lodged as A/P for the undersigned2.B. Balance to be paid once the restraining order/preliminary injunction is lifted by the Supreme Court in the case filed by the officers of Banco FilipinoShould I fail to pay the balance upon notice, then I hereby undertake to voluntarily vacate the premises and surrender possession thereof to BF and I further undertake to pay rentals for the use of the premises at P1,000.00 a month from December, 1985, up to the time that possession is given to BF. The amount of rentals shall be deducted from my aforesaid deposit and the excess to be refunded to me.In case liquidation pushes through and the property is sold at public bidding and awarded to other bidders other than the undersigned, then my deposit of P120,000.00 shall be reimbursed to me.The foregoing is offered to amply protect the interest of the bank while our court are [sic] deliberating on the cases pertinent to the liquidation and also to request that in the meantime, the execution of the writ of possession in LRC Case #M-276 be temporarily held in abeyance since the undersigned is ready, willing and able to buy the subject property but for reason of technicality, the process of liquidation is temporarily stopped.
This proposal if acceptable shall not in anyway [sic] novate, modify or extinguish any right which BF may had [sic] on the subject property including the implementation of the writ of possession in LRC Case No. M-276.Thank you.Very truly yours,(sgd) LAURA MARNELEGOThe Bank Liquidator responded to petitioner's proposal in her letter dated April 3, 1986, thus:[9]April 3, 1986Mrs. Laura Marnelego
23 Houston Street
BF Homes Subdivision Phase II[I]
Paranaque, Metro ManilaDear Mrs. Marnelego:This refers to your letter dated December 5, 1985 proposing to purchase the bank's property presently occupied by you and requesting for the deferment of the execution of the Writ of Possession.We can only consider your offer to buy the property and allow your temporary occupancy of the same under the following conditions:Please confer with us on the above conditions soonest.
- That sale of the property after the lifting of the Supreme Court Restraining Order shall be subject to Central Bank rules/regulations on the matter for closed banks;
- That rental at P1,000.00 per month shall be collected and charged against your deposit of P170,000.00 starting December, 1985;
- That no interests shall accrue to your deposit and that same shall be reimbursed only when the property is awarded to another bidder;
- That should you win in the bidding but fail to produce the balance of the purchase price set by the liquidator, you agree to immediately vacate the property and the deposit shall be returned to you net of the monthly rental of P1,000.00 starting December, 1985 up to the time ownership of the property is taken back by the Bank which rental shall be collected;
- And to such other terms and conditions the Liquidator may further deem necessary to protect the interest of the Bank.
Very truly yours,
CARLOTA P. VALENZUELA
Liquidator
By:
(sgd) ALBERTO V. REYES
Wherefore, judgment is hereby rendered in favor of the plaintiff and against the defendant:On appeal, the Court of Appeals reversed the decision of the trial court. It found that there was no perfected contract of sale between petitioner and respondent bank. There was merely a series of offers and counter-offers between the parties but they never reached an agreement as to the purchase price.SO ORDERED.
- Ordering the defendant to execute the Deed of Absolute Sale, upon payment, over the parcels of land covered by Transfer Certificate of Title Nos. 71660 and 71661 of the Registry of Deeds of Parañaque City and to pay Php20,000.00 as and for attorney's fees;
- Ordering the plaintiff to pay the purchase price of Php724,000.00 less the amount of Php120,000.00 as advance payment immediately;
- No pronouncement as to costs.
Hence, this petition.The petition is devoid of merit.
Petitioner argues:
- The Court of Appeals gravely erred in finding that there was no perfected contract between the parties.
- The Court of Appeals gravely erred in not finding that the modified terms of payment offered by petitioner was [sic] merely a condition on the performance of an obligation, not a condition imposed on the perfection of the contract.
On April 3, 1986, the Deputy Liquidator replied that they can only consider the sale of the property after the lifting of the Temporary Restraining Order issued by the Supreme Court and said sale shall be subject to the Central Bank rules and regulations.[18]
- Purchase price to be determined by the Liquidator
- Purchase price to be payable as follows:
2.A. P120,000.00 to be deposited immediately and to be lodged as A/P for the undersigned2.B. Balance to be paid once the restraining order/preliminary injunction is lifted by the officers of Banco Filipino[17]