1 ZAYCO vs.

SERRA
Facts: Zayco and Serra executed a contract for an option to buy Palma Central for 1M but no stipulation was made as to how much the first payment would be and when it should be paid. Zayco wrote to Serra accepting the contract tendering P100,000 as his first payment before the option period expired. Serra wrote to Zayco stating that the option contract of November 7, 1918, was cancelled and annulled. On the same day, Zayco brought suit against Serra to compel him to execute the deed of sale and conveyance of the Palma Central and Estate and to pay, in addition, P500,000 as damages. Serra demurred on the ground that the contract does not specify the part of the price that was to be paid in cash and the part that was to be paid within a period not exceeding three years. Zayco later learned that Serra had already sold the property to Whitaker and Concepcion for 1.5M. Issue: Whether or not there was a perfected contract of sale. NO Held: The court below holds that this contract has no consideration and is, for this reason, null and void. This conclusion, however, is not supported by the evidence. It is true that the contract does not state any consideration on the part of Serra, but it is presumed that there is a consideration in all contracts. Besides, a consideration can be proved and, in this case, there is evidence showing its existence. The Palma Central was in competition with the Bearin Central, and Zayco has been the subject of solicitations of both centrals. Serra offered to give him 60 per cent of the sugar of his cane milled in the Palma Central. Zayco decided to become a supporter of the Palma Central. Zayco's support to the Palma Central was a prestation of thing or service which positively benefited Serra. Zayco prays in this action that Serra be compelled to sell to him the Palma Central in accordance with the contract to sell. It having been determined that there exists a consideration for this contract, the same is binding upon the parties. It was, at least, an offer to sell, which was accepted by letter, and of this acceptance the offerer had knowledge before said offer was withdrawn. The concurrence of both acts could at all events have generated a contract, if none there was before. However, Zayco's acceptance indicates, could not, in itself, convert the offer of sale made by Serra into a perfect contract. In order for the acceptance to have this effect, it must be plain and unconditional, and it will not be so if it involves any new proposal, for in that case it would not mean conformity with the offer, which is what gives rise to the generation of the contract. The letter of acceptance of Zayco lacks these requisites. There was no concurrence of offer and acceptance. Serras offer did not state the amount of first payment. When Zayco accepted the offer, tendering the sum of P100,000 as first payment, his acceptance involved a proposal, not contained in the offer, that this precisely, and not any other, should be the amount of the first payment. offer to Villonco Realty providing for the following terms of the sale of the lots: P400 per square meters, with earnest money of P100,000, which will be returned if the sale is not consummated.; sale would be the subject to the purchase by Bormaheco of said lots; and that the deed be executed in 45 days. Villonco replied confirming the terms, with the deviation that if the sale is not consummated, it will earn 10& interest, accompanied by a check for the P100,000 earnest money. Even when Bormaheco was able to purchase the Sta. Ana lots, it refused to proceed with the sale of the Buendia lots to Villonco, and returned the earnest money, stating that since Villonco had given merely a counter-offer to the original offer made by Bormaheco, and that in turn Bormaheco had certain amendments to the reply received from Villonco, no sale had been perfected. Thus, Bormaheco had a right to withdraw from the offer. Issue: Whether or not there was a perfected contract of sale. YES Held: The contact of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance subject to the provisions of the law governing the form of the contracts. 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 constitutes a counter offer. An acceptance may be implied or express. Bormahecos acceptance of Villonco Realty Companys counter offer to purchase the Buendia Avenue property indubitably proves that there was a meeting of mind upon the subject matter and consideration of the sale. Bormahecos acceptance of the part payment of P100,000 .00 shows that the sale was conditionally consummated or partly executed subject to the purchase by Bormaheco. The non-consummation of that purchase would be a negative resolutory condition. Even if literally, there was a correction or modification contained in the acceptance, the changes were not substantial, but merely for clarification. Such is corroborated also by the fact, that upon receipt of the check covering the earnest money, Bormaheco had encashed the same.

LEOQUINCO vs. POSTAL SAVINGS BANK

Facts: Leoquinco alleged that he was the highest bidder at a public auction held by the Postal Savings Bank for the sale of a piece or parcel of land belonging to the Bank, having offered P27,000 for said property. In Resolution No. 31 of the board of directors of the Bank, authorizing the sale of said property at public auction, as well as in the public notice announcing said sale, the board of directors has expressly reserved to themselves the right to reject any and all bids. As such highest bidder at said auction, he wrote a letter to the PSB, advising that he was ready to tender payment for the land as soon as the deed of sale of the same in his favor is executed and delivered by the PSB. PSB refused to execute the deed in spite of requests made therefor by him. PSB alleged that in Resolution No. 31 of the board of directors, authorizing the sale at public auction of the property in question, as well as in the notice announcing said sale, they expressly reserved to themselves "the right to reject any and all bids," and that they never accepted the bid or offer of Leoquinco. Issue: Whether or not Leoquinco may compel PSB accept his offer and to execute a deed of sale of the land in his favor. NO

VILLONCO REALTY vs. BORMAHECO

Facts: Spouses Francisco and Rosario Cervantes are the owners of Lot 3, 15, and 16 located in Sta. Ana and Buendia, which were mortgaged to the DBP for a loan. Cervantes is the president of Bormaheco, a dealer and importer of industrial and machinery. The entire 3 lots are occupied by the building machinery and equipment of Bormaheco Inc. and are adjacent to the property of VIllonco Realty Company. There were negotiations for the sale of the said lot and the improvement thereon between Villonco and Bormaheco. Villonco Realty Company assumed that the lots belonged to Bormaheco and that Cervantes was duly authorized to sell the same. Cervantes did not disclose to the broker and Villonco that the lots were mortgaged to the DBP. Bormaheco sent a written

2
Held: In the resolution adopted by the board of directors authorizing the sale at public auction of the land, as well as in the notice announcing the auction, the PSB had expressly reserved to themselves the right to reject any and all bids. By taking part in the auction and offering his bid, Leoquinco voluntarily submitted to the terms and conditions of the auction sale, announced in the notice, and clearly acknowledged the right so reserved to PSB. PSB, making use of that right, rejected his offer. Clearly, the Leoquinco has no ground of action to compel them to execute a deed of sale of the land in his favor, nor to compel them to accept his bid or offer. The owner of property offered for sale at auction has the right to prescribe the manner, conditions and terms of sale, and where these are reasonable and are made known to the buyer, they are binding upon him, and he cannot acquire a title in opposition to them, and against the consent of the owner. Therefore, the sentence appealed from should be and is hereby affirmed. NGA contends that there was no contract of sale because of the absence of an essential requisite in contracts, namely, consent. The contention of petitioner is not correct. Sale is a consensual contract. There is perfection when there is consent upon the subject matter and price, even if neither is delivered. The acceptance referred to which determines consent is the acceptance of the offer of one party by the other and not of the goods delivered as contended by petitioners. From the moment the contract of sale is perfected, it is incumbent upon the parties to comply with their mutual obligations or "the parties may reciprocally demand performance" thereof.

SCHUBACK vs. CA
Facts: In 1981, Ramon San Jose established contact with Johannes Schuback in Hamburg, West Germany, because he wanted to purchase MAN bus spare parts from Germany. Schuback quoted the items offered. Upon receipt of the quotations, Schuback sent to San Jose a letter enclosing its offer on the items listed. Schuback submitted its formal offer. San Jose personally submitted the quantities he wanted. Schuback immediately ordered the items needed by San Jose from Schuback Hamburg. Schuback Hamburg sent Schuback a proforma invoice to be used by San Jose in applying for a letter of credit. Said invoice required that the letter of credit be opened in favor of Schuback Hamburg. San Jose acknowledged receipt of the invoice. Schuback reminded San Jose to open the letter of credit to avoid delay in shipment and payment of interest. San Jose replied that he did not make any valid purchase order and that there was no definite contract between him and Schuback. Schuback sent a rejoinder explaining that there is a valid PO and suggesting that San Jose either proceed with the order and open a letter of credit or cancel the order and pay the cancellation fee, or Schuback will endorse the case to its lawyers. Issue: Whether or not there was a perfected contract. YES Held: Article 1319 provides that consent is manifested by the meeting of the offer and acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter offer. In the present case, the facts indicate that consent on both sides has been manifested. The offer was manifested when Schuback submitted its proposal containing the item number, quantity, part number, description, the unit price and total to San Jose. San Jose informed Schuback of his desire to avail of the prices of the parts at that time and simultaneously enclosed its purchase order. At this stage, a meeting of the minds between vendor and vendee has occurred, the object of the contract being the spare parts and the consideration, the price stated in Schubacks offer and accepted by San Jose. Although the quantity to be ordered was made determinate only on 29 December 1981, quantity is immaterial in the perfection of a sales contract. What is of importance is the meeting of the minds as to the object and cause, which from the facts disclosed, show that as of 24 December 1981, these essential elements had already concurred. Likewise, the opening of a letter of credit in favor of a vendor is only a mode of payment. It is not among the essential requirements of a contract of sale enumerated in Article 1305 and 1474. In the present case, when San Jose failed to open an irrevocable letter of credit without recourse in favor of Schuback Hamburg, such did not prevent the perfection of the contract between the parties, for the opening of a letter of credit is not to be deemed a suspensive condition. Schuback did not reserve title to the goods until San Juan had opened a letter of credit. Schuback did not incorporate any provision declaring their contract of sale without effect until after the fulfillment of the act of opening a letter of credit.

NATIONAL GRAINS AUTHORITY vs. IAC

Facts: NGA is a government agency. One of its functions is the buying of palay grains from qualified farmers. Soriano offered to sell palay grains to the NFA. He submitted the documents required by the NFA for prequalifying as a seller. Soriano's documents were processed and accordingly, he was given a quota of 2,640 cavans of palay. On August 23, 1979 and on the following day, Soriano delivered 630 cavans of palay. The palay delivered during these two days were not rebagged, classified and weighed. When Soriano demanded payment of the 630 cavans of palay, he was informed that its payment will be held in abeyance since Mr. Cabal, Provincial Manager of NFA, was still investigating on an information he received that Soriano was not a bona tide farmer and the palay delivered by him was not produced from his farmland but was taken from the warehouse of a rice trader. Cabal wrote Soriano advising him to withdraw from the NFA warehouse the 630 cavans Soriano delivered stating that NFA cannot legally accept the said delivery on the basis of the subsequent certification of the BAEX technician that Soriano is not a bona fide farmer. Instead of withdrawing the 630 cavans of palay, private respondent Soriano insisted that the palay grains delivered be paid. Issue: Whether or not there was a perfect contact. YES Held: Article 1458 defines sale as a contract whereby one of the contracting parties obligates himself to transfer the ownership of and to deliver a determinate thing, and the other party to pay therefore a price certain in money or its equivalent. In the case at bar, Soriano initially offered to sell palay grains produced in his farmland to NFA. When the latter accepted the offer by noting in Soriano's Farmer's Information Sheet a quota of 2,640 cavans, there was already a meeting of the minds between the parties. The object of the contract, being the palay grains produced in Soriano's farmland and the NFA was to pay the same depending upon its quality. The fact that the exact number of cavans of palay to be delivered has not been determined does not affect the perfection of the contract. There was no need for NFA and Soriano to enter into a new contract to determine the exact number of cavans of palay to be sold. Soriano can deliver so much of his produce as long as it does not exceed 2,640 cavans. The controlling doctrine is that specific quantity of the subject matter is not important when it is still possible to determine the quantity without the need of a new contract between the parties and therefore complies with the requisite of being determinable.

3 PEOPLE's HOMESITE vs. CA

Facts: In February 1960, herein petitioner Peoples Homesite passed a resolution, subject to the approval of the Court, of the PHHCs consolidation subdivision plan, awarding Lot 4 to respondents at a price of P21.00 per square meter. The Court disapproved the consolidation subdivision plan in August 1960 but approved in February 1964 its revised version where Lot 4's area was reduced. The PHHC withdrew the tentative award of Lot 4 to the spouses Mendoza for the latters failure neither to pay its price nor to make a 20% initial deposit, and re-awarded said lot jointly and in equal shares to Miguela Sto. Domingo, Enrique Esteban, Virgilio Pinzon, Leonardo Redublo and Jose Fernandez, all of whom made the initial deposit. The spouses Mendoza asked for reconsideration and for the withdrawal of the said second award. Issue: Whether or not there was a perfected sale of Lot 4. NO Held: There can be no perfected sale of Lot 4. The award thereof was expressly made subject to approval by higher authorities and there eventually was no acceptance manifested by the supposed awardee. The said lot was conditionally or contingently awarded to the Mendozas subject to the approval by the Court council of the proposed consolidation subdivision plan and the approval of the award by the valuation committee and higher authorities. Likewise, when the plan with the area of Lot 4 reduced to 2,608.7 square meters was approved in 1964, the spouses should have manifested in writing their acceptance of the award for the purchase of Lot 4 just to show that they were still interested in its purchase although the area was reduced. There was a no meeting of the minds between the parties on the purchase of Lot 4 with an area of 2,608.7 square meters at P21 a square meter and the PHHC board of directors acted within its rights in withdrawing the tentative award. Note: When a sale is made subject to a suspensive condition, there is already a contract upon the meeting of the minds, since the principles of mutuality and obligatory force come into play. But because the condition as not happened, the contract itself and its underlying obligations are not yet demandable; and in case of nonhappening of the condition, then the contract is extinguished as though the contract has never been entered into. remit the initial amount as soon as the subject property was cleared of its present tenants/occupants. However, the bank informed Lapaz that it could no longer grant her any extension to pay the amount, and cancelled the approved sale for being stale and unimplemented and forfeited her deposit of P200,000. Issue: Whether or not the deposits given by private respondent was part of the consideration which is proof of the perfection of the contract of sale. YES Held: A perusal of the letter-agreements shows that they are contracts to sell and not contracts of sale. A contract to sell is akin to a conditional sale where the efficacy or obligatory force of the vendor's obligation to transfer title is subordinated to the happening of a future and uncertain event so that if the suspensive condition does not take place, the parties would stand as if the conditional obligation had never existed. In the instant case, private respondent failed to open, make or indorse an irrevocable and unconditional letter of credit. Consequently, the obligation of the petitioner corporation to sell did not arise; it therefore cannot be compelled by specific performance to comply with its prestation. The suspensive condition is commonly full payment of the price. It has been held that a deed of sale is absolute in nature although denominated as a "Deed of Conditional Sale" where nowhere in the contract in question is a proviso or stipulation to the effect that title to the property is sold is reserved in the vendor until full payment of the purchase price, nor is there a stipulation giving the vendor the right to unilaterally rescind the contract the moment the vendee fails to pay within a fixed period. Where the seller promised to execute a deed of absolute sale upon completing payment of the price, it is a contract to sell. In the case at bar, the sale is still in the executory stage, namely, that if private respondent is able to secure the needed funds to be used in the purchase of the two lots owned by petitioners. A mere executory sale does not pass ownership over the real estate being sold. In the instant case, there was apparently no transfer of title, not even mention of such a transfer in the future, considering that all the parties were aware of the occupancy of the subject property by third persons. This circumstance all the more reinforces the finding that the transaction contemplated under the letter-agreements was a contract to sell or a conditional sale which absolutely depends, for its efficacy, upon the happening of the conditions specified in the said letter-agreements. Indeed under Article 1482 of the Civil Code, earnest money given in a sale transaction is considered part of the purchase price and proof of the perfection of the sale. This provision, however, gives no more than a disputable presumption that prevails in the absence of contrary or rebuttal evidence. In the instant case, the letter-agreements themselves are the evidence of an intention on the part of herein private parties to enter into negotiations leading to a contract of sale that is mutually acceptable as to absolutely bind them to the performance of their obligations thereunder. The letter-agreements are replete with substantial condition precedents, acceptance of which on the part of private respondent must first be made in order for petitioner to proceed to the next step in the negotiations. The initial deposits under the two letteragreements, therefore, should rather be construed, not strictly as earnest money, but as part of the consideration for petitioner's promise to reserve the subject property for private respondent.

PNB vs. CA
Facts: The subject matter of the case is a parcel of land situated in Sta. Cruz, Manila, owned and registered in the name of PNB. On July 14, 1983 Lapaz made a formal offer to purchase the parcel of land. The selling price agreed upon shall be P5,394,300 (P100,000 already deposited). Upon failure to pay the additional deposit upon receipt of advice accepting offer, the 100,000 shall be forfeited and for this purpose PNB shall be authorized to sell the property to other interested parties. The sale in favor of Lapaz never materialized because of her failure to remit the required amount agreed upon; hence, the proposed sale was cancelled. On October 3, 1984 Lapaz requested for a refund of her deposit in the total amount of P550,000. PNB released in favor of Lapaz the amount of P550,000.00 representing the refund of deposit made on the offer to purchase the subject property. Lapaz wrote a letter to the former President Marcos requesting for the lifting of the directive suspending the sale of the subject property, which letter was transmitted to the then President of the PNB for comment and/or action. PNB advised Lapaz of the approval of her request for revival of the previously approved offer to purchase the subject property subject to new terms and conditions. Lapaz informed PNB that she was willing to pay and

DOROMAL vs. CA
Facts: Lot 3504 of the cadastral survey of Iloilo was originally decreed in the name of the late Justice Antonio Horilleno. But before he died, he executed a last will and testament attesting to the fact that it was a co-

4
ownership between himself and his brothers and sisters. The co-owners led by Carlos, wanted to sell their shares to interested buyers Ramon Doromal, Sr. and Jr. In preparation for the execution of the sale, the co-owners executed various powers of attorney in favor of their niece, Mary Jimenez. Plaintiff Filomina not being agreeable, did not sign the power of attorney, and the rest of the co-owners went ahead with their sale. Ramon Doromal, Jr. paid the sum of P5,000 as earnest money to Carlos. Carlos went to the Register of Deeds and caused the registration of the order of the cadastral court approving the issuance of a new title in the name of the co-owners, as well as of the deed of sale to the Doromals. On 10 June, 1968, there came to the residence of the Doromals Atty. Villanueva, Filomenas lawyer, making a formal offer to repurchase or redeem the 6/7 undivided share in Lot 3504 for P30,000 in cash which will be delivered as soon as the contract of sale is executed in favor of Filomena. The Doromals refused. Filomena filed this case, and in the trial, thru oral and documentary proofs, sought to show that as co-owner, she had the right to redeem at the price stated in the deed of sale of P30,000. Issue: Whether or not there was a perfected sale. NO Held: While the letters relied upon by petitioners could convey the idea that more or less some kind of consensus had been arrived at among the other Homeowners to sell the property in dispute to petitioners, it cannot be said that such a sale had even been actually perfected. The fact alone that in the later letter of January 18, 1968 the price indicated was P4.00 per square meter while in that of November 5, 1967, what was stated was P5.00 per square meter negatives the possibility that a "price definite" had already been agreed upon. While P5,000 might have indeed been paid to Carlos, there is nothing to show that the same was in the concept of the earnest money contemplated in Article 1482. The amount given as earnest money by Doromal was acknowledged by the sellers to have been received under the concept of the Old Civil Code, as a guarantee that the buyer would not back out, and that if they should do so they would forfeit the amount paid. Even with the payment of the earnest money, that would not by itself give rise to a valid binding sale, considering that it is not clear that there was already a definite agreement as to the price. The law prefers that all the terms and conditions of the sale should be definite and in writing. It being beyond dispute that respondent herein has never been notified in writing of the execution of the deed of sale by which petitioners acquired the subject property, it necessarily follows that her tender to redeem the same made on June 10, 1968 was well within the period prescribed by law. Indeed, it is immaterial when she might have actually come to know about said deed, it appearing she has never been shown a copy thereof through a written communication by either any of the petitioners or co-owners. Thus, Filomena has the right to redeem. Lim contended that she was not an agent of Suarez. In fact, she was a prospective buyer of the pieces of jewelry. She told Mrs. Suarez that she would consider buying the pieces of jewelry for her own use and that she would inform the private complainant of such decision before she goes back to Cebu. She cannot be liable for estafa since she never received the jewelries in trust or on commission basis from Vicky Suarez. The real agreement between her and the private respondent was a sale on credit with Suarez as the seller and petitioner as the buyer, as indicated by the bet that petitioner did not sign on the blank space provided for the signature of the person receiving the jewelry but at the upper portion thereof immediately below the description of the items taken. Issue: Whether or not the real transaction between Lim and Suarez was that of sale or that of contract of agency to sell. AGENCY TO SELL Held: Rosa Lims signature indeed appears on the upper portion of the receipt immediately below the description of the items taken. This does not have the effect of altering the terms of the transaction from a contract of agency to sell on commission basis to a contract of sale. Neither does it indicate absence or vitiation of consent thereto on the part of Rosa Lim which would make the contract void or voidable. The moment she affixed her signature thereon, petitioner became bound by all the terms stipulated in the receipt. She, thus, opened herself to all the legal obligations that may arise from their breach. Contracts shall be obligatory in whatever form they may have been entered into, provided all the essential requisites for their validity are present. Although there are some provisions of the law which require certain formalities for particular contracts, such as those required for the validity of the contract; to make the contract effective as against third parties and; for the purpose of proving the existence of the contract, a contract of agency to sell on commission basis does not need the formalities of the location of the signature unlike notarial wills, hence it is valid and enforceable in whatever form it may be entered into. In the case, the parties did not execute a notarial will, which is the only type of legal instrument where the law strictly prescribes the location of the signature, but a simple contract of agency to sell on commission basis, thus making the position of petitioners signature thereto immaterial.

LIMJOCO vs. CA
Facts: Private respondent, Aurora Copiaco, a licensed public works contractor, was awarded the the "pakiao" contracts for the repair and maintenance of the Tarlac Right Earthdike. She filed a complaint against herein petitioners alleging that she had entered into an informal partnership with herein petitioners with the agreement that they would jointly undertake the project subject of the "pakiao" contracts; that Pedro Limjoco, Sr. would personally manage, supervise and attend to the project; that all expenses incurred in the undertaking of the project shall be properly evidenced by receipts and documents; that ppon completion of the project, Limjoco, Sr. would render a formal accounting; and the net proceeds, after deducting the cost of the project, would be divided equally, with 50% going to Aurora Copiaco and the other 50% to the petitioners. Copiaco prayed in her complaint that after trial, the petitioner Pedro Limjoco, Sr. be ordered to render a true and correct formal accounting as manager of the Joint Venture Agreement and to pay damages and costs of suit. Issue: Whether or not there was a sub-contracting contract between the parties. YES

LIM vs. CA
Facts: On October 8, 1987, Rosa Lim who had come from Cebu received from private respondent Victoria Suarez the following two pieces of jewelry; one 3.35 carat diamond ring worth P169K and one bracelet worth P170K, to be sold on commission basis. The agreement was reflected in a receipt. On December 15, 1987, Lim returned the bracelet to Suarez, but failed to return the diamond ring or to turn over the proceeds thereof if sold. As a result, private complainant, aside from making verbal demands, wrote a demand letter to petitioner asking for the return of said ring or the proceeds of the sale thereof.

5
Held: A re-examination of the records of this case was indispensable in trying to determine the true agreement between the parties. The trial court in ruling against the existence of an assignment or sub-contracting to petitioner, Pedro Limjoco, Sr. correctly took into account the absence of any receipt to show that herein petitioner had paid private respondent Copiaco in consideration of the alleged assignment or sub-contract. The other evidence presented by the petitioners, while tending to prove the extent of the work they completed, do not in any way support their contention that the project was assigned to them. On the other hand, private respondent Aurora I. Copiaco was able to show that the "pakiao" contracts were awarded to AIC Construction which she owned. It was also shown that petitioner Pedro Limjoco, Sr. received a total of P225,000 from private respondent Copiaco. The amount represented expenditures for the project. It should be noted that Pedro S. Limjoco, Sr. failed to successfully deny or refute his receipt of the aforementioned amount. Finally, private respondent Aurora I. Copiaco was able to obtain certificates that the "pakiao" contracts awarded to AIC Construction had not been assigned or subcontracted. and efficiency. It certainly does NOT mandate the pampering and preferential treatment to Filipino citizens or organizations that are incompetent or inefficient, since such an indiscriminate preference would be counter productive and inimical to the common good. In the granting of economic rights, privileges, and concessions, when a choice has to be made between a qualified foreigner and a qualified Filipino, the latter shall be chosen over the former. Foreigners may be awarded the sale only if no Filipino qualifies, or if the qualified Filipino fails to match the highest bid tendered by the foreign entity. In the case before us, while petitioner was already preferred at the inception of the bidding because of the constitutional mandate, petitioner had not yet matched the bid offered by Renong Berhad. Thus it did not have the right or personality then to compel respondent GSIS to accept its earlier bid. Rightly, only after it had matched the bid of the foreign firm and the apparent disregard by respondent GSIS of petitioners matching bid did the latter have a cause of action. Since petitioner has already matched the bid price tendered by Renong Berhad pursuant to the bidding rules, respondent GSIS is left with no alternative but to award to petitioner the block of shares of MHC and to execute the necessary agreements and documents to effect the sale in accordance not only with the bidding guidelines and procedures but with the Constitution as well. The refusal of respondent GSIS to execute the corresponding documents with petitioner as provided in the bidding rules after the latter has matched the bid of the Malaysian firm clearly constitutes grave abuse of discretion.

MANILA PRINCE HOTEL vs. GSIS

Facts: Pursuant to the privatization program of the government, GSIS decided to sell 30-51% of the Manila Hotel Corporation. Two bidders participated, MPH and Malaysian Firm Renong Berhad. MPHs bid was at P41.58/per share while RBs bid was at P44.00/share. RB was the highest bidder hence it was logically considered as the winning bidder but is yet to be declared so. Pending declaration, MPH matched RBs bid but GSIS refused to accept. In turn, MPH filed a TRO to avoid the perfection/consummation of the sale to RB. RB then assailed the TRO issued in favor of MPH arguing among others that Par. 2, Sec. 10, Art. 12 of the 1987 Constitution needs an implementing law because it is merely a statement of principle and policy (not self-executing); Even if said passage is self-executing, Manila Hotel does not fall under national patrimony. Issue: Whether or not RB should be admitted as the highest bidder and hence be proclaimed as the legit buyer of shares. NO Held: MPH should be awarded the sale pursuant to Art 12 of the 1987 Constitiution. This is in light of the Filipino First Policy. Par. 2, Sec. 10, Art. 12 of the 1987 Constitution is self executing. The Constitution is the fundamental, paramount and supreme law of the nation, it is deemed written in every statute and contract. Manila Hotel falls under national patrimony. Patrimony in its plain and ordinary meaning pertains to heritage. When the Constitution speaks of national patrimony, it refers not only to the natural resources of the Philippines, as the Constitution could have very well used the term natural resources, but also to the cultural heritage of the Filipinos. It also refers to our intelligence in arts, sciences and letters. Therefore, we should develop not only our lands, forests, mines and other natural resources but also the mental ability or faculty of our people. Note that, for more than 8 decades (9 now) Manila Hotel has bore mute witness to the triumphs and failures, loves and frustrations of the Filipinos; its existence is impressed with public interest; its own historicity associated with our struggle for sovereignty, independence and nationhood. Herein resolved as well is the term Qualified Filipinos which not only pertains to individuals but to corporations as well and other juridical entities/personalities. The term qualified Filipinos simply means that preference shall be given to those citizens who can make a viable contribution to the common good, because of credible competence