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 Art 1475- perfected contract of sale, reciprocal obligationsUraca vs CaG.R. No. 115158, September 5, 1997Panganiban, J.

Facts:

The Velezes were the owners of the lot and commercial bldg. in question where hereinpetitioners were the lessees. On July 8, 1985, the Velezees through Carmen Velez Ting wrotea letter to the petitioners offering to sell the said property for P1,050,000.00 and requesting for areply after 3 days. On July 10, 1985, petitioner through their lawyer sent a reply-letter to theVelezes accepting their offer to sell. On July 11, 1985, Uraca went to see Carmen about theoffer but she was told by the latter that the price was P1,400,000.00 and not P1,050,000.00.Uraca agreed to the price of P1,400,000.00 but counterproposed that payment be made ininstalments but Carmen did not accept the said offer. Defendants instead sold the subjectproperty to the Avenue Group for P1,050,000.00.

Issue:WON there was a perfected contract between the petitioners and defendants

Held:The Court notes that the petitioners accepted in writing and without qualification the

Velezes' written offer to sell at P1,050,000.00 within the three-day period stipulated therein.Hence, from the moment of acceptance on July 10, 1985, a contract of sale was perfected sinceundisputedly the contractual elements of consent, object certain and cause concurred.

Indeed, petitioners' counter-offer was not accepted by the Velezes. It is well-settled that"(a)n offer must be clear and definite, while an acceptance must be unconditional andunbounded, in order that their concurrence can give rise to a perfected contract." 18 In line withthis basic postulate of contract law, "a definite agreement on the manner of payment of the priceis an essential element in the formation of a binding and enforceable contract of sale." 19 Sincethe parties failed to enter into a new contract that could have extinguished their previously

perfected contract of sale, there can be no novation of the latter. Consequently, the first sale ofthe property in controversy, by the Velezes to petitioners for P1,050,000.00, remained valid andexisting.

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 Art. 1480- who bears the risk of lossRoman vs. GrimaltG.R. No. 2912, April 11, 1906Torres, J:

Facts:

Pedro Roman, the owner, and Andres Grimalt, the purchaser, had been for several daysnegotiating for the purchase of the schooner Santa Marina - from the 13th to the 23d of June,1904. They agreed upon the sale of the vessel for the sum of 1,500 pesos, payable in threeinstallments, provided the title papers to the vessel were in proper form.

The vessel was sunk in the bay on the afternoon of the 25th of June, 1904, during asevere storm and before the owner had complied with the condition exacted by the proposedpurchaser, to wit, the production of the proper papers showing that the plaintiff was in fact theowner of the vessel in question.

Issue:Won Grimalt shoul bear the risk of the loss of the vessel

Held:The sale of the schooner was not perfected and the purchaser did not consent to the

execution of the deed of transfer for the reason that the title of the vessel was in the name ofone Paulina Giron and not in the name of Pedro Roman, the alleged owner. Roman promised,however, to perfect his title to the vessel, but he failed to do so. The papers presented by himdid not show that he was the owner of the vessel.

If no contract of sale was actually executed by the parties the loss of the vessel must beborne by its owner and not by a party who only intended to purchase it and who was unable todo so on account of failure on the part of the owner to show proper title to the vessel and thusenable them to draw up the contract of sale.