Professional Documents
Culture Documents
G.R. No. 177783
G.R. No. 177783
While it is impossible to expect the acceptance to echo every nuance of the offer, it is
imperative that it assents to those points in the offer which, under the operative facts of
each contract, are not only material but motivating as well. Anything short of that level of
mutuality produces not a contract but a mere counter-offer awaiting acceptance. More
particularly on the matter of the consideration of the contract, the offer and its acceptance
must be unanimous both on the rate of the payment and on its term. An acceptance of an
offer which agrees to the rate but varies the term is ineffective. (Villanueva v. Philippine
National Bank, G.R. No. 154493)
In a letter dated March 22, 1984, Ignacio set a different repurchase price and also modified
the terms of payment, which even contained a unilateral condition for payment of the
balance (P600,000), that is, depending on petitioners financial position. However, there was
no evidence of any document or writing showing the conformity of respondent banks officers
to this counter-proposal.
A contract of sale is consensual in nature and is perfected upon mere meeting of the minds.
When there is merely an offer by one party without acceptance of the other, there is no
contract. When the contract of sale is not perfected, it cannot, as an independent source of
obligation, serve as a binding juridical relation between the parties.
MERCANTILE LAW: authority of board of directors/ officers
Even assuming that the bank officer or employee whom Ignacio claimed he had talked to
regarding the March 22, 1984 letter had acceded to his own modified terms for the
repurchase, their supposed verbal exchange did not bind Home Bankers in view of its
corporate nature. There was no evidence that it was authorized by Home Bankers Board of
Directors to accept Ignacios counter-proposal to repurchase the foreclosed properties at the
price and terms other than those communicated in the March 22, 1984 letter.
Section 23 of the Corporation Code expressly provides that the corporate powers of all
corporations shall be exercised by the board of directors. Just as a natural person may
authorize another to do certain acts in his behalf, so may the board of directors of a
corporation validly delegate some of its functions to individual officers or agents appointed
by it. Thus, contracts or acts of a corporation must be made either by the board of directors
or by a corporate agent duly authorized by the board. Absent such valid
delegation/authorization, the rule is that the declarations of an individual director relating to
the affairs of the corporation, but not in the course of, or connected with, the performance
of authorized duties of such director, are held not binding on the corporation. (AF Realty &
Development, Inc. v. Dieselman Freight Services, Co., 424 Phil. 446).
Petition for review on certiorari is DENIED.