Case Digest: Salvador P. Malbarosa vs Court of Appeals and SEA Development Corporation, G.R. No. 125761

Salvador P. Malbarosa vs Court of Appeals and SEA Development Corporation, GR No. 125761, April 30, 2003

Subject: Obligations and Contracts

Facts

Salvador Malbarosa, pettoner, was the president and general manager of Philtectic Corporation, and an officer of other corporations belonging to the SEADC group of companies. Sometime in January 1990, he tendered his resignaton to Valero. Following his resignation, Valero sent a letter-offer to petitioners stating therein acceptance of petitioner’s resignation and advised him that he was entitled to P251k as his incentive compensation. In the same letter, the VP proposed the satisfaction of his incentive by giving him the car the company issued and the membership in the Architectural Center will be transferred to him, instead of cash. The petitioner was dismayed when he read the letter and learned that he was being offered an incentive compensation of only P251,057.67. The petitioner refused to sign the letter-offer on the space provided. He received the original of the letter and wrote on the duplicate copy of the letter-offer retained by Da Costa, the words: Recd original for review purposes. Despite the lapse of more than two weeks, the respondent had not received the original of the March 14, 1990, Letter-offer of the respondent with the conformity of the petitioner on the space provided. SEADC demanded the return of the car and turn over the membership in the Architectural Center.

Issue

Whether or not the contract had already been perfected.

Ruling

No.

Under the law (Art 1315, NCC), contracts are perfected by mere consent, and from that moment the parties are bound not only to the fulfilment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage and law.

In this case, unless and until the respondent received said copy of the letter-offer, it cannot be argued that a contract had already been perfected between petitioner and respondent. A contract is perfected only from the time an acceptance of an offer is made known to the offeror. An offer made inter presentes must be accepted immediately. If the parties intended that there should be an express acceptance, the contract will be perfected only upon knowledge by the offeror of the express acceptance by the offeree of the offer. An acceptance which is not made in the manner prescribed by the offeror is not effective but constitutes a counteroffer which the offeror may accept or reject. The contract is not perfected if the offeror revokes or withdraws its offer and the revocation or withdrawal of the offeror is the first to reach the offeree. The acceptance by the offeree of the offer after knowledge of the revocation or withdrawal of the offer is inefficacious.