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Sales Chapter V: Formal Requirements of Sale

! TOYOTA SHAW v. CA
G.R. No. 116650 May 23, 1995
!
This is a Petition for Review on Certiorari on the decision of the Court of Appeals finding the said
document “Exhibit A” a perfected contract of sale.

Facts

Exhibit A
!!
- Sometime in June 1989, Luna Sosa wanted to purchase a Toyota Lite Ace. He had a hard time finding
an available unit until he called Toyota Shaw, which had an available unit.
- On June 14, 1989, Sosa and his son, GIlbert, went to Toyota Shaw and met with Popong Bernardo, a
sales representative.
- Sosa emphasized that he needed the car not later than 17 June 1989 because they would use it on 18
June 1989. He and his family, and a balikbayan guest would be going to his home province,
Marinduque, to celebrate his birthday.
- He emphasised that if he failed to bring the lite ace, he would be a laughing stock. Bernardo assured
him that it would be ready for pick up at 10 AM on 17 June 1989.
- The agreements were signed, and the parties also agreed that the remaining purchase price would be
paid off by credit financing through B.A. Finance, and for this, his son Gilbert, signed the documents
pertaining to the application for financing.
- On 15 June 1989, Sosa and his son, Gilbert, went to Toyota Shaw to deliver the PhP100,000
downpayment. They met Bernardo, who printed a copy of the Vehicle Sales Proposal (VSP), which
Gilbert signed under the subheading CONFORME. It mentions the customer’s name, his address in
Paranaque, the vehicle, and the mode of payment (installment through B.A. Finance).
- Rodrigo Quirante, the sales supervisor of Bernardo, checked and approved the VSP.
- Bernardo informed Sosa that the car would be available at 2 PM instead of the original agreed time of
10 AM. After waiting for an hour, Bernardo informed them that the unit was “stolen” by someone with
more influence (“nasulot”).
- Toyota contends that the Lite Ace was not delivered because B.A. Finance did not approve Sosa’s
application for credit financing. They offered the sale of the van to Sosa if he pays the purchase price in
full but Sosa refused.
- Sosa asked for his downpayment to be returned, which Toyota did. It issued a Far East Bank check
payable to Sosa.
- Sosa sent two letters to Toyota asking for the return of the downpayment plus interest, failure to do so
would result in legal action, and another demanding PhP1,000,000 for interest and damages.
- Before Toyota could answer, Sosa filed a complaint before the RTC of Marinduque citing Articles 19
and 21 of the Civil Code stating that he and his family suffered humiliation, ridicule, mental anguish,
and sleepless nights because of the non-delivery of the said vehicle.
- Toyota alleged there was no contract of sale entered into because Bernardo had no authority to sign
Exhibit A for and in its behalf. The VSP did not state a date of delivery, Sosa had not completed the
documents required by the financing company, and the PhP100,000 downpayment was returned.
- RTC ruled in favor of Sosa saying Exhibit A was a valid contract of sale between Sosa and Toyota.
- CA affirmed the RTC’s decision. Hence, this petition.
!Issue
Whether or not the document “Exhibit A” is a perfected contract of sale, breach of which would entitle
private respondent to damages and attorney’s fee.
!Held
No. Definiteness as to the price is an essential element of a binding agreement to sell personal property. The
provision on the downpayment of P100,000.00 made no specific reference to a sale of a vehicle. If it was
intended for a contract of sale, it could only refer to a sale on installment basis, as the VSP executed the
following day confirmed. But nothing was mentioned about the full purchase price and the manner the
installments were to be paid.
!

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