G.R. NO.

L-24968 APRIL 27, 1972

SAURA IMPORT AND EXPORT CO., INC., v. DEVELOPMENT BANK OF THE PHILIPPINES
(DBP)
FACTS:
The present appeal is from the judgment of civil case no. 55908 of RTC Manila (June
28, 1965) sentencing DBP to pay actual and consequential damages to SAURA IMPORT AND
EXPORT CO., INC., in the amount of P 383, 343.68 plus interest at the legal rate from the date
the complaint was filed and attorneys fee in the amount of P5,000.00.
In July 1953, SAURA applied to the Rehabilitation Finance Corporation (RFC), before its
conversion into DBP, for an industrial loan of P 500,000.00. [P250,000.00 for the construction of
a factory building (for the manufacture of jute sacks); P240,900.00 to pay the balance of the
purchase price of the jute mill machinery and equipment; and P9,100.00 as additional working
capital.]
RFC passed Resolution No. 145 approving the loan application for P 500,000.00, to be
secured by a first mortgage on the factory building to be constructed, the land site thereof, and
the machinery and equipment to be installed.
SAURA was officially notified of the resolution on January 9, 1954. The day before,
however, evidently having otherwise been informed of its approval, SAURA Inc., wrote a letter to
RFC, requesting a modification of the terms laid down by it. RFC approved such request by
Resolution no. 736 on February 4, 1954.
The loan documents were executed: the promissory note and the corresponding deed of
mortgage. The cancellation was requested to make way for the registration of a mortgage
contract over the same property in favor of the Prudential Bank and Trust Co., the latter having
issued Saura letter of credit for the release of the jute machinery. As security, Saura execute a
trust receipt in favor of the Prudential. For failure of Saura to pay said obligation, Prudential
sued Saura.
After 9 years after the mortgage was cancelled, Saura sued RFc alleging failure to
comply with tits obligations to release the loan proceeds, thereby prevented it from paying the
obligation to Prudential Bank.
The trial court ruled in favor of Saura, ruling that there was a perfected contract between
the parties ad that the RFC was guilty of breach thereof.
ISSUE: Whether there was a perfected contract between the parties.
RULING:

The trial court rendered judgment for the plaintiff, ruling that there was a perfected contract
between the parties and that the defendant was guilty of breach thereof. The defendant pleaded
below, and reiterates in this appeal: (1) that the plaintiff's cause of action had prescribed, or that
its claim had been waived or abandoned; (2) that there was no perfected contract; and (3) that
assuming there was, the plaintiff itself did not comply with the terms thereof.
We hold that there was indeed a perfected consensual contract, as recognized in Article 1934 of
the Civil Code, which provides:
ART. 1954. An accepted promise to deliver something, by way of commodatum
or simple loan is binding upon the parties, but the commodatum or simple loan
itself shall not be perferted until the delivery of the object of the contract.
There was undoubtedly offer and acceptance in this case: the application of Saura, Inc. for a
loan of P500,000.00 was approved by resolution of the defendant, and the corresponding
mortgage was executed and registered.