G.R. No.
105387; November 11, 1993
JOHANNES SCHUBACK & SONS PHILIPPINE TRADING CORPORATION vs.
THE HON. COURT OF APPEALS, RAMON SAN JOSE, JR., doing business
under the name and style "PHILIPPINE SJ INDUSTRIAL TRADING"
Facts:
Defendant Ramon San Jose, Jr. established contact with plaintiff Johannes
Schuback & Sons Philippine Trading because he wanted to purchase MAN bus
spare parts from Germany. On December 17, 1981, plaintiff submitted its formal offer
containing the item number, quantity, part number, description, unit price and total to
defendant. On December 24, 1981, defendant informed plaintiff of his desire to avail
of the prices of the parts at that time and enclosed Purchase Order No. 0101 which
contained the item number, part number and description. On December 29, 1981,
defendant personally submitted the quantities he wanted to Mr. Dieter Reichert,
General Manager of plaintiff. At the bottom of said Purchase Order, defendant wrote
in ink above his signature: "NOTE: Above P.O. will include a 3% discount. The above
will serve as our initial P.O." Plaintiff immediately ordered the items needed by
defendant from Schuback Hamburg to enable defendant to avail of the old prices.
Schuback Hamburg in turn ordered the items from NDK, a supplier of MAN spare
parts. Schuback Hamburg sent plaintiff a proforma invoice to be used by defendant
in applying for a letter of credit. Said invoice required that the letter of credit be
opened in favor of Schuback Hamburg. Defendant acknowledged receipt of the
invoice; however, it failed to open the said letter of credit. In the meantime, Schuback
Hamburg received invoices from NDK for partial deliveries. Schuback Hamburg paid
NDK. When plaintiff reminded defendant of his order, defendant replied that he did
not make any valid Purchase Order and that there was no definite contract between
him and plaintiff.
Issue:
W/N there was a perfected contract of sale
Held:
YES. The SC held that, "(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. . . . " Article 1319 of the Civil Code states: "Consent is manifested by
the meeting of the offer and acceptance upon the thing and the cause which
are to constitute the contract. The offer must be certain and the acceptance
absolute. A qualified acceptance constitutes a counter offer." The facts presented to
us indicate that consent on both sides has been manifested. The offer by petitioner
was manifested on December 17, 1981 when petitioner submitted its proposal
containing the item number, quantity, part number, description, the unit price and
total to private respondent. On December 24, 1981, private respondent informed
petitioner of his desire to avail of the prices of the parts at that time and
simultaneously enclosed its Purchase Order No. 0l01 dated December 14, 1981. At
this stage, a meeting of the minds between vendor and vendee has occurred, the
object of the contract: being the spare parts and the consideration, the price stated in
petitioner's offer dated December 17, 1981 and accepted by the respondent on
December 24,1981.
The notation on the purchase order which provides "Note. above P.O. will include a
3% discount. The above will serve as our initial P.O." was another indication of
acceptance on the part of the vendee, for by requesting a 3% discount, he
implicitly accepted the price as first offered by the vendor. Concurrence by the
vendor with the said discount requested by the vendee was manifested when
petitioner immediately ordered the items needed by private respondent from
Schuback Hamburg which in turn ordered from NDK, a supplier of MAN spare parts
in West Germany.
Although the quantity to be ordered was made determinate only on December 29,
1981, quantity is immaterial in the perfection of a sales contract. What is of
importance is the meeting of the minds as to the object and cause, which from the
facts disclosed, show that as of December 24, 1981, these essential elements had
already occurred.
Private respondent’s failure to open an irrevocable letter of credit does not prevent
the perfection of the contract between the parties, for the opening of the letter of
credit is not to be deemed a suspensive condition. The facts herein do not show
that petitioner reserved title to the goods until private respondent had opened a letter
of credit. Petitioner, in the course of its dealings with private respondent, did not
incorporate any provision declaring their contract of sale without effect until after the
fulfillment of the act of opening a letter of credit.
The opening of a letter of credit in favor of a vendor is only a mode of
payment. It is not among the essential requirements of a contract of sale
enumerated in Article 1305 and 1474 of the Civil Code, the absence of any of which
will prevent the perfection of the contract from taking place.
