Case Digest: Rosenstock vs. Burke, 46 Phil. 217

Rosenstock vs. Burke, 46 Phil. 217

Subject: Obligations and Contracts

FACTS

The defendant Edwin Burke owned a motor yacht, known as Bronzewing for the purpose of selling it here. No purchaser presented himself until the plaintiff H. W. Elser. This yacht was mortgaged to the Asia Banking Corporation to secure the payment of a debt of P100,000 contracted by the defendant in favor of said bank of which Mr. Avery was then the manager.

The plan of the plaintiff was to organize a yacht club and sell it afterwards the yacht for P120,000, of which P20,000 was to be retained by him as commission and the remaining P100,000 to be paid to the defendant. To carry out his plan, the plaintiff proposed to the defendant to make a voyage on board the yacht to the south to attract prospect buyers. The yacht needed some repairs to make it seaworthy. The cost of those repairs was P6,972.21, paid by the plaintiff, plus P1,730.84 due to the Cooper Company which remains unpaid, plus P832.93, due to the plaintiff, which also remains unpaid. Once the yacht was repaired, the plaintiff gave receptions on board, and on March 6, 1922, made his pleasure voyage to the south, coming back on the 23rd of the same month. It has been stipulated that the plaintiff was not to pay anything for the use of the yacht.

On April 3, 1922, the defendant called the plaintiff to speak with him about the matter. As a result, the plaintiff in the presence of the defendant wrote a letter addressed to the Mr Avery in connection with the yacht Bronzewing stating that he is “in position and am willing to entertain the purchase” of the said yacht under terms.

The plaintiff appeals from the judgment in so far as it compels him to purchase the yacht upon the conditions stated in the letter of April 3, 1922.

ISSUE

Whether or not this letter was a definite offer to purchase, and the same having been accepted by the defendant with the consent of Mr. Avery on behalf of the Asia Banking Corporation, whether or not it is a contract of sale valid and binding against the plaintiff.

RULING

No.

Under the law (Art 1319, NCC), 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. Acceptance made by letter or telegram does not bind the offerer except from the time it came to his knowledge. The contract, in such a case, is presumed to have been entered into in the place where the offer was made.

In this case, SC concludes that the letter of the plaintiff of April 3, 1922, was not a definite offer and that the plaintiff is bound to pay the amount of the repairs of the yacht in exchange for the use thereof. The letter of the plaintiff not containing a definite offer but a mere invitation to an offer being made to him, the acceptance of the defendant placed at the bottom of this letter has not other meaning than that of accepting the proposition to make this offer, as must have been understood by the plaintiff.