Geronimo v.

Pascual

Relevant facts according to Petitioner:
1. Petitioner and respondent were friends since college.
2. Petitioner filed a suit for annulment of contract with damages against
Respondent.
3. This is beacause her husband, Raul, sold the one-bedroom
condominium unit to Mr. Pascual without her consent.
4. The condo unit was bought by the husband at 2001 when he was still
single.
5. In April, 2009, Petitioner called Respondent and informed the latter
that 'THEY' were sellling the condo unit at P2 million.
6. Respondent 'promised' to CALL back once the deed of sale and
manager's check were ready.
7. Petitioner left for the United States in May 2009 to give birth.
Respondent called her husband while she was away.
8. Petitioner decided to not sell the condo unit anymore while in the US.
9. Husband of Petitioner called and informed the latter that he signed the
deed of sale and that he has the manager's check. Petitioner told him
that she decided not to sell it. He replied that he and Petitioner would
talk about it when she gets back.
10. Petitioner returned at September 2009 to the Philippines from the
United States and informed Respondent that they were not selling the
condo unit and offered to return his money in cash.
11. However, Respondent refused and insisted that the sale had been
consummated and refused to accept the money; hence Petitioner filed
this petition for annulment of contract with damages.
Issue:
1. Was there a valid offer and acceptance of the sale of the condo unit?
2. Is the deed of sale signed by the husband of petitioner valid?
3. Does petitioner have a remedy of extinguishing the contract due to her
failure to give consent of the sale?





Arguments:
1. There WAS NO valid offer and acceptance of the sale of the condo unit.

Under Article 1318 of the Civil Code, a contract, for it to be VALID and
BINDING, must have the following requisites: (1)Consent of the contracting
parties; (2)Object certain which is the subject matter of the contract; (3)Cause
of the obligation which is established.

In the case at bar, the following requisite of CONSENT was not
sufficiently established.

Article 1319 of the Civil Code provides that Consent should be
manifested by the meeting of the offer and the acceptance upon the thing and
the cause, which are to constitute the contract. The offer needs to be certain,
and the acceptance, absolute.

In the case at bar, the offer was certain, but the acceptance of the offer
was qualified. This was shown when Respondent 'promised' to call back
'once' the deed of sale and manager's check were ready, which took the form
of a counter-offer, a rejection of the original offer and an attempt by the
parties to enter into a contract on a different basis (Logan v. Phil. Acetylene
Co., 33 Phil. 177).

A qualified acceptance must, in turn, be accepted absolutely in order
that there will be a contract. In this case, Petitioner did not accept such
counter-offer.

Article 1320 provides for the form of acceptance of offer. An express
acceptance may be oral or written. An implied acceptance is one that is
inferred from act or conduct. It has been held that where a person accepts the
services of another, whether solicited or not, he has the obligation to pay the
reasonable value of the services thus rendered upon the implied contract of
lease of service unless it is shown that the service was rendered gratuitously
(Perez v. Pomar, 2 Phil. 682) or without any expectation that he would pay for
the same (Aldaba v. CA, 27 SCRA 263).

In the case, there was neither an expressed or implied acceptance.
Nothing in the conduct of the Petitioner showed her implied acceptance of
Respondent's counter-offer. Furthermore, this contract is not that of a service
but of sale and as such, does not constitute prima facie implied acceptance.

A counter-offer has with it a condition in an attempt to enter into a
contract on different terms. In the case, the condition contemplated would be
Respondent calling Petitioner back once the former's deed of sale and
managers check were ready.

Even assuming arguendo that Petitioner accepted the counter-offer, the
same cannot still be considered. Under Article 1179 of the Civil Code, a
condition is a future and uncertain event, upon the happening of which, the
effectivity or extinguishment of an obligation or right subject to it depends. A
condition per se is not necessarily illegal, but in this case, the condition
contemplated is Suspensive (demandability of the obligation is suspended
until the happening of the uncertain event), and, Potestative (depends on the
sole will of one of the contracting parties) depending on the will of the debtor.
The Conditional obligation is VOID as its validity and compliance is left to the
will of the debtor (Art. 1308) and it cannot therefore be easily demanded. In
order to not be liable, the debtor will not just fulfill the condition. There is no
burden on the debtor and consequently, no juridical tie is created (Art. 1156).

The condition herein is dependent to the sole will of the debtor as
shown by the conduct similar to Berg v. Magdalena Estate, Inc., 92 Phil. 110, in
that it contemplates the debtor having the option to PAY the creditor at
anytime he or she pleases; thus, the condition is void. The obligation (i.e.
counter-offer) is also void as the obligation depends upon the existence of the
fulfillment by the debtor of the potestative condition.

2. The Deed of Sale signed by the husband in lieu of the Petitioner is VOID.

This is because such act of the husband lacked the consent of the wife
who was the original contracting party in the agreement as illustrated in the
wife offering the property in this case to Mr. Pascual. Consent was absent in
this case.

According to Article 124 of the Family Code, The administration and
enjoyment of the conjugal partnership shall belong to both spouses
jointlysole powers of administrationdo not include disposition or
encumbrance without authority of the court or the written consent of the
other spouse. In the absence of such authority or consent, the disposition or
encumbrance shall be void. In this case, it was clear that Ms. Geronimo did
not consent and did not even issue a written consent that would in effect bind
her and her husband as parties to the contract.

Article 138 of the Civil Code states that There is no contract unless the
following requisites concur: (1) Consent of the contracting parties, (2) Object
certain which is the subject matter of the contract, and (3) Cause of the
obligation which is established. In the present case, there is clear lack in the
consent from Ms. Geronimo to sell the property due to the absence of a
written consent that is a requisite as their marriage is one which is conjugal in
nature.

Jurisprudence also strengthens this argument. In Jader-Manalo v. Camaisa
(2002), it was held that the disposition of a conjugal property by the husband
as administrator in appropriate cases requires written consend of the wife,
otherwise, the disposition is void. This was also the case in Ainza v. Padua
(2005).

3. Petitioner has the remedy to extinguish the contract due to her absence of
consent.

Since the petitioner, Ms. Geronimo, did not give her written consent so
as her husband could agree to the contract of sale agreed upon initially with
Mr. Pascual, she can go to court as ask for the resolution of the contract due to
her absence of consent.

As mentioned above, since there is no consent, there is no valid contract.
However, since the property in question has already been constructively
delivered to Mr. Pascual by the acceptance of payment of the husband from
the latter and the delivery of title by by the husband, it can be deemed that
the contract has been enforced and fulfilled.

This scenario leaves no other choice for Ms. Geronimo but to rescind the
contract so as to be able to get back the sold property which she did not
consent to sell in the first place.