MALBAROSA V. CA & S.E.A. DEVELOPMENT CORP.


MALBAROSA V. CA & S.E.A. DEVELOPMENT CORP.
G. R. No. 125761
April 30, 2003


FACTS:
Petitioner 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 described as a 1982 model Mitsubishi Gallant Super Saloon. He was also issued membership certificates in the Architectural Center, Inc.

Da Costa was the president of the Respondent and Commonwealth Insurance Co., Inc., while Valero was the Vice-Chairman of the Board of Directors of the respondent and Vice-Chairman of the Board of Directors of Philtectic Corporation.

On January 8, 1990, the petitioner sent a letter to 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.

Da Costa met with the petitioner on two occasions & ventured that the petitioner would be entitled to an incentive compensation in the amount of around P395,000.

March 14, 1990 Respondent, through Valero, signed a letter-offer addressed to the petitioner stating therein that petitioners resignation 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.
The membership share of our subsidiary, Tradestar International, Inc. in the Architectural Center, Inc. will be transferred to you. 

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.

MARCH 16, 1990 - Da Costa met with the petitioner and handed to him the original copy of the March 14, 1990 Letter-offer. The petitioner was dismayed when he read the letter. The petitioner refused to sign the letter-offer on the space provided therefor. 

Despite the lapse of more than two weeks, the petitioner had not returned the original copy with his conformity. Thus, the respondent decided to withdraw the offer.

APRIL 4, 1990 - As authorized by respondent, Philtectic Corporation wrote the petitioner withdrawing the 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.

APRIL 7, 1990 The petitioner answered that he cannot comply with said demand as he already accepted the Letter-offer of the respondent when he affixed on March 28, 1990 his signature on the original copy of the letter-offer.

With the refusal of the petitioner to return the vehicle, the respondent filed a complaint against the petitioner for recovery of personal property with replevin with damages and attorneys fees,

PETITIONER’S DEFENSE
he had already agreed on March 28, 1990 to the March 14, 1990 Letter-offer of the respondent and had notified the said respondent of his acceptance; hence, he had the right to the possession of the car.


TRIAL COURT:
Petitioner to pay respondent lease rentals for the use of the motor vehicle at P1000/day from May 8, 1990 up to the date of actual delivery.


CA: affirmed but period of rentals payment shall start from the time the judgment becomes final
-          the petitioner had not accepted the respondents March 14, 1990 Letter-offer before the respondent withdrew said offer on April 4, 1990.
Petitioner appealed to SC.




ISSUES:
1.  W/N there was a valid acceptance by the petitioner of the March 14, 1990 Letter-offer of the respondent? NO.
2. W/N there was an effective withdrawal by the respondent of said letter-offer? YES




RULING:
1. NO, THERE WAS NO VALID ACCEPTANCE BY PETITIONER OF THE LETTER-OFFER.
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.

ART. 1319. 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. A qualified acceptance constitutes a counter-offer.

The acceptance of an offer must be made known to the offeror, otherwise the contract is not perfected. The offeror may withdraw its offer & revoke the same before acceptance by the offeree.

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.

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 acceptance by the offeree of the offer AFTER knowledge of the revocation or withdrawal of the offer is inefficacious.

In this case, the respondent made its offer through 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.
However, on March 16, 1990, petitioner 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 

The petitioner claims that he had affixed his conformity to the letter-offer on March 28, 1990, BUT he failed to transmit the said copy to the respondent.

April 7, 1990 – petitioner notified respondent of his acceptance of the offer
BUT on April 4, 1990 - respondent had already notified petitioner that it had withdrawn its offer

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.

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 petitioner had more than two weeks which was more than sufficient for the petitioner to accept the offer of the respondent.

2. YES, THERE WAS AN EFFECTIVE WITHDRAWAL BY THE RESPONDENT OF SAID LETTER-OFFER.
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.


DISPOSITIVE PORTION: CA AFFIRMED

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