Sales Article 1349

NGA (National Grains Authority/National Food Authority) v. IAC (Intermediate Appellate Court)
G.R. No. 74470 March 8, 1989

This is a petition for review filed by the National Food Authority and Mr. William Cabal assailing the
decision of the Intermediate Appellate Court which affirmed the decision of the Trial Court ordering the
NFA, its officers and agents to pay respondent Santiago.

*The NFA used to be called NGA. NFA was used throughout the case

Facts:

One of NFAs incidental functions is the buying of palay grains from qualified farmers

Leon Soriano (private respondent) offered to sell palay to the NFA through William Cabal, the
Provincial Manager of NFA in Tuguegarao, Cagayan

After the processing of his documents, he was given a quota of 2,460 cavans of palay.
- The quota IS THE MAXIMUM number of cavans of palay Soriano may sell to the NGA (exact
number to be delivered was never negotiated)

Soriano delivered 630 cavans of palay on August 23-24, 1979 and demanded payment for it

He was told that its payment will be held in abeyance since Mr. Cabal was still investigating on an
information he received that Soriano was not a bona fide farmer and the palay delivered by him
was not produced from his farmland but was taken from the warehouse of a rice trader, Ben de
Guzman.

August 28, 1979: Cabal wrote to Soriano advising him to withdraw from the NFA warehouse the 630
cavans of palay
- NFA cannot legally accept the delivery because of a certification that said that Soriano is not a
bona fide farmer

Instead of withdrawing the palay, Soriano insisted that delivered palay be paid for

Petitioners contend that the palay delivered was made only for purposes of having it offered for sale
- Petitioners said that the acceptance of the palay would only be considered complete if they were
rebagged, classified, and weighed according to NFA procedures.
- Since the palay did not undergo these procedures, they were only offered for sale and there
was no acceptance of the offer

The Trial Court ordered the petitioner, its officers and agents to pay respondent Soriano the amount of
P 47,250.00.

The IAC upheld the findings of the trial court and affirmed the decision.

Issue:
Whether or not there was a contract of sale

Held:
YES. All the requisites of a contract are present. Petitioners contend that since there was no acceptance that
was according to their procedure, there was no consent. This is not correct because there is
perfection when there is consent upon the subject matter and price.

Relevant to topic:
The fact that the exact number of cavans of palay to be delivered has not been determined does not
affect the perfection of the contract. Article 1349 provides: The fact that the quantity is not
determinate shall not be an obstacle to the existence of the contract, provided it is possible to
determine the same, without the need of a new contract between the parties. In this case, there was no
need for NFA and Soriano to enter into a new contract to determine the exact number of cavans of
palsy to be sold. Soriano can deliver as much of his produce as long as it does not exceed 2,640
cavans.

*The trial court and the appellate court found that Soriano was a bona fide farmer and therefore, he was
qualified to sell palay grains to NFA.
Both courts likewise agree that NFA's refusal to accept was without just cause. The above factual findings
which are supported by the record should not be disturbed on appeal.


ACCORDINGLY, the instant petition for review is DISMISSED. The assailed decision of the then
Intermediate Appellate Court (now Court of Appeals) is affirmed