ACCEPTANCE OF AN OFFER TO PURCHASE NOT SUFFICIENT TO BE CONSTRUED AS

THE ACCEPTANCE TO PERFECT A CONTRACT OF SALE

ROBERN DEVELOPMENT CORPORATION and RODOLFO M. BERNARDO, JR. vs.

PEOPLE’S LANDLESS ASSOCIATION
G.R. No. 173622; March 11, 2013
Del Castillo, J.

Facts:
This is a Petition for Review on Certiorari challenging the resolution of the CA which ordered
petitioner to reconvey a lot bought from Al-Amanah Islamic Development Bank of the Philippines
to respondent PELA.

Members of the PELA offered to buy the lot owned by Al-Amanah at 100 pesos per square meter
to which it turned down due to its unreasonable asking price. The informal settlers together with
other members of the PELA offered to purchase the lot for Php 300,000, half of which shall be
paid as down payment and the balance to be paid within a year. Al-Amanah processed the same
upon PELA’s deposit of 150,000 to which the latter did so as evidenced by bank receipts. Al-
Amanah wrote a letter to PELA’s then-President informing him of the disapproval of the offer to
buy thereafter demanding the that they vacate the lot. Meanwhile, Al-Amanah acted on petitioner
Robern’s undated written offer. Robern was interested to make the purchase at Php 400,000 and
that it already deposited 20% of the purchase price and that it was willing to shoulder the expenses
for the relocation of informal settlers. 8 days later, Rober was informed of the acceptance. Robern
became hesitant to continue the purchase as it received a letter from PELA stating that they have
reached an agreement and Al-Amanah disproved the same by presenting a rejection letter of
PELA’s bid. It then informed Robern that if it fails to pay the balance, the 80,000 deposit will be
deemed forfeited. Later, PELA consigned with the RTC Php 150,000 but wrote to Al-Amanah
asking the latter to withdraw the amount consigned. Months later, PELA filed a suit for annulment
and cancellation of void deed of Sale of Al-Amanah and Robern as they were already facing
eviction.

RTC dismissed PELA’s complaint stating there was no perfected contract of sale as the letter
relied upon by PELA from Al-Amanah was a mere offer which was already rejected. The CA
reversed the RTC and stated that there was already a perfected contract of sale. The annotation
at the letter could be construed to mean that for Al-Amanah to accept the offer of PELA, 150,000
must first be deposited to which it did.

Issue:
Whether or not there was a perfected contract of sale between PELA and Al-Amanah.

Held:
NO, there is not perfected contract of sale for want of consent and agreement on the price. The
acknowledgement letter of Al-Amanah cannot be construed as acceptance of PELA’s offer to buy.
The annotation simply means that the bank merely acknowledged the receipt of PELA’s offer.
“Processing” meant that it will “act on the offer” meaning it was still subject to evaluation. The
bank never signified its approval of the offer. Also, the money PELA gave is not earnest money.
These are usually considered as bid deposits based on the practice of Al-Amanah. PELA even
acknowledges that the OIC made it clear that the acceptance of the offer, notwithstanding deposit,
is subject to approval of the Head Office. The offer never materialized into a perfected sale, for
no oral or documentary evidence categorically proves that Al-Amanah expressed amenability to
the offered 300,000 purchase price.