G.R. No.

L-5003 June 27, 1953

NAZARIO TRILLANA, administrator-appellee,
vs.
QUEZON COLLEGE, INC., claimant-appellant.
Singson, Barnes, Yap and Blanco for appellant.
Delgado, Flores & Macapagal for appellee.
PARAS, J.:
Damasa Crisostomo sent the following letter to the Board of Trustees of the
Quezon College:
June 1, 1948
The BOARD OF TRUSTEES
Quezon College
Manila
Gentlemen:
Please enter my subscription to dalawang daan (200) shares of your capital
stock with a par value of P100 each. Enclosed you will find (Babayaran kong
lahat pagkatapos na ako ay makapag-pahuli ng isda) pesos as my initial
payment and the balance payable in accordance with law and the rules and
regulations of the Quezon College. I hereby agree to shoulder the expenses
connected with said shares of stock. I further submit myself to all lawful
demands, decisions or directives of the Board of Trustees of the Quezon
College and all its duly constituted officers or authorities (ang nasa itaas ay
binasa at ipinaliwanag sa akin sa wikang tagalog na aking nalalaman).
Very respectfully,
(Sgd.) DAMASA CRISOSTOMO
Signature of subscriber
Nilagdaan sa aming harapan:
JOSE CRISOSTOMO
EDUARDO CRISOSTOMO
Damasa Crisostomo died on October 26, 1948. As no payment appears to have
been made on the subscription mentioned in the foregoing letter, the Quezon
College, Inc. presented a claim before the Court of First Instance of Bulacan in her
testate proceeding, for the collection of the sum of P20,000, representing the
value of the subscription to the capital stock of the Quezon College, Inc. This claim
was opposed by the administrator of the estate, and the Court of First Instance of
Bulacan, after hearing issued an order dismissing the claim of the Quezon College,
Inc. on the ground that the subscription in question was neither registered in nor
authorized by the Securities and Exchange Commission. From this order the
Quezon College, Inc. has appealed.
It is not necessary for us to discuss at length appellant's various assignments of
error relating to the propriety of the ground relief upon by the trial court, since,
as pointed out in the brief for the administrator and appellee, there are other
decisive considerations which, though not touched by the lower court, amply
sustained the appealed order.
It appears that the application sent by Damasa Crisostomo to the Quezon College,
Inc. was written on a general form indicating that an applicant will enclose an
amount as initial payment and will pay the balance in accordance with law and
the regulations of the College. On the other hand, in the letter actually sent by
Damasa Crisostomo, the latter (who requested that her subscription for 200
shares be entered) not only did not enclose any initial payment but stated that
"babayaran kong lahat pagkatapos na ako ay makapagpahuli ng isda." There is
nothing in the record to show that the Quezon College, Inc. accepted the term of
payment suggested by Damasa Crisostomo, or that if there was any acceptance
the same came to her knowledge during her lifetime. As the application of
Damasa Crisostomo is obviously at variance with the terms evidenced in the form
letter issued by the Quezon College, Inc., there was absolute necessity on the part
of the College to express its agreement to Damasa's offer in order to bind the
latter. Conversely, said acceptance was essential, because it would be unfair to
immediately obligate the Quezon College, Inc. under Damasa's promise to pay the
price of the subscription after she had caused fish to be caught. In other words,
the relation between Damasa Crisostomo and the Quezon College, Inc. had only
thus reached the preliminary stage whereby the latter offered its stock for
subscription on the terms stated in the form letter, and Damasa applied for
subscription fixing her own plan of payment, a relation, in the absence as in the
present case of acceptance by the Quezon College, Inc. of the counter offer of
Damasa Crisostomo, that had not ripened into an enforceable contract.
Indeed, the need for express acceptance on the part of the Quezon College, Inc.
becomes the more imperative, in view of the proposal of Damasa Crisostomo to
pay the value of the subscription after she has harvested fish, a condition
obviously dependent upon her sole will and, therefore, facultative in nature,
rendering the obligation void, under article 1115 of the old Civil Code which
provides as follows: "If the fulfillment of the condition should depend upon the
exclusive will of the debtor, the conditional obligation shall be void. If it should
depend upon chance, or upon the will of a third person, the obligation shall
produce all its effects in accordance with the provisions of this code." It cannot be
argued that the condition solely is void, because it would have served to create
the obligation to pay, unlike a case, exemplified by Osmea vs. Rama (14 Phil.,
99), wherein only the potestative condition was held void because it referred
merely to the fulfillment of an already existing indebtedness.
In the case of Taylor vs. Uy Tieng Piao, et al. (43 Phil., 873, 879), this Court already
held that "a condition, facultative as to the debtor, is obnoxious to the first
sentence contained in article 1115 and renders the whole obligation void."
Wherefore, the appealed order is affirmed, and it is so ordered with costs against
appellant.
Tuason, Padilla and Reyes, JJ., concur in the result.
Trillana vs. Quezon College, Inc
93 Phil. 383
Art. 1182, Potestative Condition

Facts
Deceased Damasa Crisostomo sent a letter to defendant regarding to her
subscription to shares of capital stock in QC, Inc.
When Damasa died, QC, Inc. presented a claim in her testate proceeding for
collection of sum, representing the value of subscription to capital stock
Damasa, in her letter: 1. did not enclose initial payment, 2. stated babayaran
kong lahat pagkatapos manghuli ng isda

Issue/Scope
Example of Potestative/Facultative which depend solely in the will of debtor

Held
In view of proposal of Damasa to pay value of subscription after he has harvested
fish is a condition obviously dependent upon her sole will and therefore void
Art. 1182. When the fulfillment of the condition depends upon the sole will of
the debtor, the conditional obligation shall be void.