Villanueva v CA Gr No.

107624 - Gutilban
Facts: Gamaliel Villanueva has been a tenant-occupant of a unit in the 3-door apartment
building erected on a parcel of land owned by defendants-spouses (now private respondents)
Jose Dela Cruz and Leonila dela Cruz, with an area of 403 square meters, more or less, located
at Short Horn, Project 8, Quezon City, having succeeded in the occupancy of said unit from the
previous tenant Lolita Santos sometime in 1985. About February of 1986, defendant Jose dela
Cruz offered said parcel of land with the 3-door apartment building for sale and plaintiffs, son
and mother, showed interest in the property. Because said property was in arrears in the
payment of the realty taxes, defendant Jose dela Cruz approached plaintiff Irene Villanueva and
asked for a certain amount to pay for the taxes so that the property would be cleared of any
incumbrance. Plaintiff Irene Villanueva gave P10,000.00 on two occasions P5,000.00 on July
15, 1986 and another P5,000.00 on October 17, 1986. It was agreed by them that said
P10,000.00 would form part of the sale price of P550,000.00. Sometime in March, 1987,
defendants Dela Cruz executed a Deed of Assignment of the other one-half portion of the parcel
of land wherein plaintiff Gamaliel Villanueva's apartment unit is situated. Consequently, Transfer
Certificate of Title No. 356040 was issued in the name of defendants Pili also on March 6, 1987.
Immediately thereafter, the plaintiffs came to know of such assignment and transfer and
issuance of a new certificate of title in favor of defendants Pili so that plaintiff Gamaliel
Villanueva complained to the barangay captain of Bahay Turo, Quezon City, on the ground that
there was already an agreement between defendants Dela Cruz and themselves that said
portion of the parcel of land owned by defendants Dela Cruz would be sold to him.
Issue: Whether or not there is a perfected contract of sale of subject property between
petitioners and respondents spouses Dela Cruz.
Held: No. The price must be certain; it must be real, not fictitious. It is not necessary that the
certainty of the price be actual or determined at the time of executing the contract. The fact that
the exact amount to be paid therefore is not precisely fixed, is no bar to an action to recover
such compensation, provided the contract, by its terms, furnishes a basis or measure for
ascertaining the amount agreed upon. The price could be made certain by the application of
known factors; where, in a sale of coal, a basic price was fixed, but subject to modification "in
proportion to variations in calories and ash content, and not otherwise," the price was held
certain. A contract of sale is not void for uncertainty when the price, though not directly stated in
terms of pesos and centavos, can be made certain by reference to existing invoices identified in
the agreement.

Swedish Match AB v CA - Estoque

Facts: Swedish Match AB (hereinafter SMAB) is a corporation organized under the laws of
Sweden not doing business in the Philippines. SMAB, however, had three subsidiary
corporations in the Philippines, all organized under Philippine laws, to wit: Phimco Industries,
Inc. (Phimco), Provident Tree Farms, Inc., and OTT/Louie (Phils.), Inc. In 1988, STORA, the
then parent company of SMAB, decided to sell SMAB of Sweden and the latters worldwide
match, lighter and shaving products operation to Eemland Management Services, now known
as Swedish Match NV of Netherlands, (SMNV), a corporation organized and existing under the
laws of Netherlands. STORA, however, retained for itself the packaging business. Several
interested parties tendered offers to acquire the Phimco shares, among whom were the AFP
Retirement and Separation Benefits System, herein respondent ALS Management &
Development Corporation and respondent Antonio Litonjua (Litonjua), the president and general
manager of ALS. In his letter dated 3 November 1989, Litonjua submitted to SMAB a firm offer
to buy all of the latters shares in Phimco and all of Phimcos shares in Provident Tree Farm, Inc.
and OTT/Louie (Phils.), Inc. for the sum of P750,000,000.00. Thereafter, an exchange of
correspondence ensued between petitioners and respondents regarding the project sale of the
Phimco shares. Litonjua expressed disappointment at the apparent change in SMABs approach
to the bidding process. He criticized SMABs decision to accept a new bidder who was not
among those who participated in the 25 May 1990 bidding. He informed Rossi that it may not be
possible for them to submit their final bid on 30 June 1990, citing the advice to him of the
auditing firm that the financial statements would not be completed until the end of July. Litonjua
added that he would indicate in their final offer more specific details of the payment mechanics
and consider the possibility of signing a conditional sale at that time. Respondents, as plaintiffs,
filed before the Regional Trial Court (RTC) of Pasig a complaint for specific performance with
damages, with a prayer for the issuance of a writ of preliminary injunction, against defendants,
now petitioners. The RTC dismissed respondents complaint. It ruled that there was no
perfected contract of sale between petitioners and respondents. The Court of Appeals clarified,
however, that by reversing the appealed decision it was not thereby declaring that respondents
are entitled to the reliefs prayed for in their complaint, but only that the case should not have
been dismissed on the ground of unenforceability under the Statute of Frauds
Issue: Whether or not there was a perfected contract of sale between the petitioners and
respondents.
Held: No. A contract is defined as a juridical convention manifested in legal form, by virtue
of which one or more persons bind themselves in favor of another, or others, or reciprocally, to
the fulfillment of a prestation to give, to do, or not to do. There can be no contract unless the
following requisites concur: (a) consent of the contracting parties; (b) object certain which is the
subject matter of the contract; (c) cause of the obligation which is established. Contracts are
perfected by mere consent, which is manifested by the meeting of the offer and the acceptance
upon the thing and the cause which are to constitute the contract. Quite obviously, Litonjuas
letter dated 21 May 1990, proposing the acquisition of the Phimco shares for US$36 million was
merely an offer. This offer, however, in Litonjuas own words, "is understood to be subject to

adjustment on the basis of an audit of the assets, liabilities and net worth of Phimco and its
subsidiaries and on the final negotiation between ourselves." The Statute of Frauds is applicable
only to contracts which are executory and not to those which have been consummated either
totally or partially. If a contract has been totally or partially performed, the exclusion of parol
evidence would promote fraud or bad faith, for it would enable the defendant to keep the
benefits already derived by him from the transaction in litigation, and at the same time, evade
the obligations, responsibilities or liabilities assumed or contracted by him thereby.