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Toyota Shaw vs CA

Facts: Sosa wanted to purchase a Toyota Lite Ace. upon contacting Toyota Shaw, Inc., he was told
that there was an available unit. Sosa and his son, Gilbert, went to the Toyota and met Bernardo, a
sales representative of Toyota. The parties agreed that the car shall be delivered on June 17, 1989
and that the balance of the purchase price would be paid by credit financing through B.A. Finance.
They accomplished a printed Vehicle Sales Proposal (VSP) which shows that the customer's name,
home address , the model series of the vehicle, the installment mode of payment with the initial
cash outlay down. On the date of the delivery, the vehicle was not delivered. Toyota alleged that no
sale was entered into between it and Sosa. Issue: WON the stnadard VSP woulfd represent a
contract of sale between the parties.
Ruling: Neither logic nor recourse to one's imagination can lead to the conclusion that VSP is a
perfected contract of sale. It is not a contract of sale, thus no obligation on the part of Toyota to
transfer ownership of a determinate thing to Sosa and no correlative obligation on the part of the
latter to pay therefor a price certain appears therein. A definite agreement on the manner of
payment of the price is an essential element in the formation of a binding and enforceable contract
of sale. This is so because the agreement as to the manner of payment goes into the price such that
a disagreement on the manner of payment is tantamount to a failure to agree on the price.
Definiteness as to the price is an essential element of a binding agreement to sell personal property.
The VSP was a mere proposal which was aborted in lieu of subsequent events. It follows that the VSP
created no demandable right in favor of Sosa for the delivery of the vehicle to him, and its nondelivery did not cause any legally indemnifiable injury.
Limketkai Sons Milling vs. CA
Facts: Philippine Remnants Co., Inc. constituted BPI as its trustee to manage, administer, and sell its
real estate property. BPI gave Revilla the formal authority, to sell the lot for P1,000.00 per square
meter. Revilla contacted Limketkai Sons Milling who agreed to buy the land. There were negotiatons
on the price and the term of payment between BPI and the Limketkai until agreement has been
reached. BPI later on refused the payment tendered by the petitioner and sold the property to NBS
Issue: WON there was a meeting of mind between Limketkai and BPI.
Ruling: There was a perfected contract of sale between Limketkai and BPI. The negotiation or
preparation stage started with the authority given by Philippine Remnants to BPI to sell the lot,
followed by (a) the authority given by BPI and confirmed by Philippine Remnants to broker Revilla to
sell the property, (b) the offer to sell to Limketkai, (c) the inspection of the property and finally (d)
the negotiations with Aromin and Albano at the BPI offices. The perfection of the contract took place
when Aromin and Albano, acting for BPI, agreed to sell and Alfonso Lim with Albino Limketkai, acting
for petitioner Limketkai, agreed to buy the disputed lot at P1,000.00 per square meter. Aside from
this there was the earlier agreement between petitioner and the authorized broker. There was a
concurrence of offer and acceptance, on the object, and on the cause thereof. 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. So long as it is clear that the

meaning of the acceptance is positively and unequivocally to accept the offer, whether such request
is granted or not, a contract is formed.