G.R. No.

194515, September 16, 2015

SPOUSES OSCAR
BANK,Respondent.

AND

GINA

GIRONELLA, Petitioners, v. PHILIPPINE

NATIONAL

Ponente: Perez, J.

Facts:
1. On November 11, 1991 and January 16, 1992, the Spouses Oscar and Gina Gironella
obtained two co-terminus loans amounting to 7,500,000 php and 2,000,000 php from
Philippine National Bank (PNB) for the construction of the Dagupan Village Hotel and Sports
Complex.
a. Both loans were payable on installment and secured by the same real estate mortgage
over a parcel of land covered by TCT No. 56059 in favor of PNB.
2. In May 1992, the Spouses Gironella applied for another loan amounting to 5,800,000 php
for the construction of a disco-restaurant and bar and the purchase of a generator set.
3. From the period of February 1993 to October 2, 1995, the Spouses Gironella paid
4,219,000 php in total for their first two loans.
4. The Spouses Gironella defaulted in paying the prior two loans.
a. The Spouses alleged that: (1) they were made to believe by PNB that their third loan
would be approved, (2) they were directed to proceed with their expansion plans and (3)
there would be a loan restructuring.
b. Thus, they the income generated by the hotel while the third was pending.
5. In January and April 1998, the Spouses Gironella paid a total of 2,650,000 php allegedly
to effect the restructuring of their loans.
6. Despite restructuring negotiations, PNB filed a petition to foreclose the mortgaged
property on May 29, 1996 and April 17, 1998 and a Notice of Extra-judicial Foreclosure
Sale.
a. The final foreclosure was subsequently stalled but was refiled on July 25, 2000 after
failure
to
agree
on
the
restructuring.
7. Spouses Gironella filed a complaint before the RTC with prayer for issuance of a
Temporary Restraining Order (TRO) and preliminary injunction to enjoin the enforcement of
the original credit agreements and the foreclosure of the mortgaged property.
8. The RTC issued the TRO and Writ of Preliminary injunction and subsequently, grant the
complaint by ruling that there was a binding credit restructuring agreement.
9. On Motion for Partial Reconsideration, RTC clarified that actual and compensatory
damages to reckon from the date of the filing of the amended complaint and declared
permanent
the
writ
of
preliminary
injunction.

10..PNB filed a petition an appeal to the CA arguing that the letters sent on January 2000
and February 7, 2000 were not perfected since there was only a qualified acceptance
equivalent to a counter-offer.
11. CA favored PNB.
a. The bare allegations of abuse of right by PNB on giving the Spouses Gironella false hope
was insufficient to grant them damages.
12. Spouses Gironella filed a petition for review under Rule 45 of the Rules of Court.
Issue: Whether the CA is correct that there is no acceptance to perfect the credit
restructuring
agreement.
Held: YES. No restructured loan agreement at all that was perfected. Petition is Denied.
There are 3 distinct stages of a contract: (1) preparation or negotiation (2) perfection
and (3) consummation. The credit restructuring loan was in the negotiation stage. The
application for additional loan separate from the first two credit loans was also in the
negotiation stage.
The approval of the additional loan is not contingent on the representation of the PNB
officers as PNB must comply with the General Banking Law to assess based on specific legal
banking requirements. Thus, it cannot be approved without qualification.
A contract is perfected by mere consent. In turn, 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 seasonable and
absolute. If qualified, the acceptance would merely constitute a counter-offer as what
occurred in this case.
To reach that moment of perfection, the parties must agree on the same thing in the
same sense, so that their minds meet as to all the terms. They must have a distinct
intention common to both and without doubt or difference; until all understand alike, there
can be no assent, and therefore no contract. The minds of parties must meet at every point;
nothing can be left open for further arrangement. So long as there is any uncertainty or
indefiniteness, or future negotiations or considerations to be had between the parties, there
is not a completed contract, and in fact, there is no contract at all.
The Spouses Gironella's payments under its original loan account cannot be
considered as partial execution of the proposed restructuring loan agreement. Negotiation
begins from the time the prospective contracting parties manifest their interest in the
contract
and
ends
at
the
moment
of
agreement
of
the
parties.
Once there is concurrence of the offer and acceptance of the object and cause, the
stage of negotiation is finished. Since there was a counter-offer, the parties were not past
the stage of negotiation.