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Heirs of Fausto C. Ignacio, namely Marfel D. Ignacio-Manalo and Fausto D.

Ignacio vs
Home Bankers Savings and Trust Company, Spouses Phillip and Thelma Rogdrigues, Catherine, Reynold
and Jeanette, all surnamed Zuniga

FACTS:
August 1981, Fausto C. Ignacio mortgaged the properties to Home Bankers Savings and Trust Company as
security for a lone extended by the Bank. After Ignacio defaulted in the payment of the loan, the property
was foreclosed and subsequently sold to the Bank, who was the highest bidder, in a public auction.
Ignacio offered to repurchase the property, Universal Properties Inc. (UPI), the banks collecting agent sent
Ignacio a letter on March 22, 1984 which contained the term of the repurchase.. Ignacio claimed that a
verbal repurchase/compromise agreement was actually reached and implemented by the parties.
However, no contract of repurchase was executed between Ignacio and the Bank. Thereafter, the Bank sold
the property to third parties. This prompted petitioner to cause the annotation of an adverse claim on the
titles of the properties sold to third parties.
Ignacio filed an action for specific performance against the Bank for the reconveyance of the properties
after payment of the balance of the purchase price. He argued that there was an implied acceptance of the
counter-offer of the sale through the receipt of the terms by representatives of UPI.
Bank filed its answer denying the allegations of the petitioner and asserting that it was merely exercising its
rights as owner of the properties when the same were sold to third parties.
Trial court rendered judgment in favor of petitioner---subsequently set aside upon the filing of a motion for
reconsideration by the respondent bank.
Respondents Phillip and Thelma Rodrigues, the Zunigas filed a motion for intervention and asserted their
status as innocent purchasers for value who had no notice or knowledge of the claim or interest of
petitioner when they bought the properties already registered in the name of respondent bank.
Trial court rendered judgment in favor petitioners and against defendant and intervenors.
CA reversed. No contract of repurchase was perfected and respondent bank acted well within its rights
when it sold the properties to respondents-intervenors.

ISSUE
WHETHER A CONTRACT FOR THE REPURCHASE OF THE FORECLOSED PROPERTIES
WAS PERFECTED BETWEEN PETITIONER AND RESPONDENT BANK.

RULING
SC sustains the decision of the CA and denied the petition for review on certiorari.
A contract of sale is perfected only when there is consent validly given. There is no consent when a party
merely negotiates a qualified acceptance or a counter-offer. An acceptance must reflect all aspects of the
offer to amount to a meeting of the minds between parties.
Petitioners acceptance of the respondent banks terms and conditions for the repurchase of the foreclosed
properties was not absolute. Petitioner set a different repurchase price and also modified the terms of
payment, which even contained a unilateral condition for payment of the balance depending on petitioners
financial position.
In this case, while it is apparent that Ignacio proposed new terms and conditions to the repurchase
agreement, there was no showing that the Bank approved the modified offer. The negotiations between
Ignacio and UPI, the collection agent, were merely preparatory to the repurchase agreement and, therefore,
was not binding on the Bank. Ignacio could not compel the Bank to accede to the repurchase of the
property.
SC also ruled that the Bank as a corporation can only exercise its powers and transact business through its
Board of Directors or officers and agents authorized by a board resolution or its by-laws.
Section 23 of the Corporation Code mandates that a corporation shall only act through a board of directors.
An agent cannot bind a corporation in any contract without delegation of powers from the board. Mere
communication of modified terms to a bank agent who gave his assent has no effect on the corporation.
There was no evidence that representatives of UPI was authorized by respondent banks Board of Directors
to accept petitioners counter- proposal to repurchase the foreclosed properties at the price and terms other
than those communicated in the March 22, 1984 letter.