Case Digest: Trillana vs Quezon Colleges, 93 Phil 383

Trillana vs Quezon Colleges, 93 Phil 383

Subject: Obligations and Contracts

Facts

Damasa Crisostomo died on October 26, 1948. As no payment appears to have been made on the subscription mentioned in the foregoing letter, the Quezon College, Inc. presented a claim before the Court of First Instance of Bulacan in her testate proceeding, for the collection of the sum of P20,000, representing the value of the subscription to the capital stock of the Quezon College, Inc. This claim was opposed by the administrator of the estate, and the Court of First Instance of Bulacan, after hearing issued an order dismissing the claim of the Quezon College, Inc. on the ground that the subscription in question was neither registered in nor authorized by the Securities and Exchange Commission. From this order the Quezon College, Inc. has appealed.

Issue

WON there is a valid contract between Damasa Crisostomo and Quezon Colleges.

Ruling

No, there is none.

Under the law, if the fulfillment of the condition depends upon the sole will of the debtor, the conditional obligation shall be void. If it depends upon chance, or upon the will of a third person, the obligation shall take effect in conformity with the provisions of this code.

In this case, there is nothing in the record to show that the Quezon College, Inc. accepted the term of payment suggested by Damasa Crisostomo, or that if there was any acceptance the same came to her knowledge during her lifetime. The need for express acceptance on the part of the Quezon College, Inc. becomes the more imperative, in view of the proposal of Damasa Crisostomo to pay the value of the subscription after she has harvested fish, a condition obviously dependent upon her sole will and, therefore, facultative in nature, rendering the obligation void. In other words, the relation between Damasa Crisostomo and the Quezon College, Inc. had only thus reached the preliminary stage whereby the latter offered its stock for subscription on the terms stated in the form letter, and Damasa applied for subscription fixing her own plan of payment, — a relation, in the absence as in the present case of acceptance by the Quezon College, Inc. of the counteroffer of Damasa Crisostomo, that had not ripened into an enforceable contract.