1. The case involved the sale of three lots owned by Spouses Francisco and Rosario Cervantes to Villonco Realty Company. Villonco made a counter-offer to Cervantes' original offer that included some deviations like returning the earnest money with interest if the sale was cancelled.
2. Cervantes argued there was no perfected sale since the counter-offer contained deviations from the original offer. However, the Supreme Court ruled the changes in the counter-offer were merely clarificatory and not substantial. It also noted Cervantes had encashed the earnest money check.
3. The Court therefore held there was a valid and perfected sale between the parties despite the modifications
1. The case involved the sale of three lots owned by Spouses Francisco and Rosario Cervantes to Villonco Realty Company. Villonco made a counter-offer to Cervantes' original offer that included some deviations like returning the earnest money with interest if the sale was cancelled.
2. Cervantes argued there was no perfected sale since the counter-offer contained deviations from the original offer. However, the Supreme Court ruled the changes in the counter-offer were merely clarificatory and not substantial. It also noted Cervantes had encashed the earnest money check.
3. The Court therefore held there was a valid and perfected sale between the parties despite the modifications
Original Title
Villonco Realty Company v. Bormaheco, Inc., digest
1. The case involved the sale of three lots owned by Spouses Francisco and Rosario Cervantes to Villonco Realty Company. Villonco made a counter-offer to Cervantes' original offer that included some deviations like returning the earnest money with interest if the sale was cancelled.
2. Cervantes argued there was no perfected sale since the counter-offer contained deviations from the original offer. However, the Supreme Court ruled the changes in the counter-offer were merely clarificatory and not substantial. It also noted Cervantes had encashed the earnest money check.
3. The Court therefore held there was a valid and perfected sale between the parties despite the modifications
1. The case involved the sale of three lots owned by Spouses Francisco and Rosario Cervantes to Villonco Realty Company. Villonco made a counter-offer to Cervantes' original offer that included some deviations like returning the earnest money with interest if the sale was cancelled.
2. Cervantes argued there was no perfected sale since the counter-offer contained deviations from the original offer. However, the Supreme Court ruled the changes in the counter-offer were merely clarificatory and not substantial. It also noted Cervantes had encashed the earnest money check.
3. The Court therefore held there was a valid and perfected sale between the parties despite the modifications
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a. When “Deviation” Allowed p.176 SALES book - Villanueva.
Villonco Realty Company v. Bormaheco, Inc., G.R. No. L-26872, July 25, 1975
FACTS: Spouses Francisco N. Cervantes, and Rosario P. Navarra-Cervantes owned 3 lots in Buendia Ave, Makati which were mortgaged to DBP as security for a loan of 441,000. It was fully paid on July 10, 1969. The said lots were adjacent to the property of Villonco Realty Company. Negotiations were made between Bormaheco, Inc., through its president Francisco Cervantes, and Villonco Realty Company for the sale of said lots through a real estate broker. Bormaheco, Inc., through Cervantes, made a written offer(exhibit B) dated February 12, 1964, to Romeo Villonco for the sale of the property with the following stipulations : • The price of the property is Php 400/sqm. • That a deposit of P100,000.00 must be placed as earnest money if the sale is consummated. • The sale would be subject to the purchase by Bormaheco of Sta. Ana lots; • That final negotiations on both properties can be definitely known after 45 days.
A counter offer(exh.c) was made by Villonco with deviation on the stipulations such as : • If the sale shall be cancelled, The Php 100,000 earnest money shall be returned with 10% Interest. • If the sale is finalized, The Php 100,000 will become as part payment for the purchase of your property without interest • The remaining balance would be payable after 3 months.
Cervantes received a check for Php 100,000 delivered to him by the real estate agent. Cervantes encashed the check and return the Php 100,000 to Villonco plus 10% per annum interest. Cervantes contended that since Villonco Realty, 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 Realty, no sale had been perfected, there was only a standing counter-offer which has not been accepted, and that Bormaheco had a right to withdraw from the offer.
TRIAL COURT RULING: The trial court ordered the spouses (a) to convey the same lots to Villonco Realty Company, (b) to pay the latter, as consequential damages, the sum of P10,000 monthly from March 24, 1964 up to the consummation of the sale, (c) to pay Edith Perez de Tagle the sum of P42,000 as broker's commission and (d) pay P20,000 as to attorney's fees
CA DECISION:N/A
ISSUE: Whether or Not there was a perfected sale considering that there were deviations in the acceptance of Villonco(exh.c).
SC RULING: The Court held that the revised counter-offer merely amplified Bormaheco's original offer. There was a perfected sale that arose from the exchange of correspondences, even if literally, there was a correction or modification contained in the acceptance, the changes were not substantial, but merely clarificatory. Such is corroborated also by the fact, that upon receipt of the check covering the earnest money, Bormaheco had encashed the same.
Legal Provision(s) cited in the case that is related to Sales: Art. 1319 "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 absolute. A qualified acceptance constitutes a counter-offer" •~ K Y L 3 ~•
