National Grains Authority v. Intermediate Appellate Court
REITERATIONFacts
The Antecedents: Private respondent Leon Soriano offered to sell palay grains to the National Grains Authority (NGA), through its Provincial Manager William Cabal. Soriano submitted the required documents and was given a quota of 2,640 cavans. Soriano delivered 630 cavans of palay on August 23 and 24, 1979. Payment was held in abeyance pending investigation into Soriano's status as a bona fide farmer and the origin of the palay. NGA advised Soriano to withdraw the delivery, citing a certification from a BAEX technician that Soriano was not a bona fide farmer. Procedural History: Instead of withdrawing the palay, Soriano filed a complaint for specific performance and/or collection of money with damages against NGA and Cabal. The trial court ordered NGA to pay Soriano P47,250.00 plus legal interest. The Intermediate Appellate Court affirmed this decision. NGA's motion for reconsideration was denied. The Petition: NGA and Cabal filed a petition for review, assailing the decision of the Intermediate Appellate Court on the sole issue of whether a contract of sale existed.
Issue(s)
Whether a contract of sale was perfected between the National Grains Authority (NGA) and Leon Soriano. Whether the NGA's refusal to accept the 630 cavans of palay was justified.
Ruling
The petition is dismissed. The assailed decision of the Intermediate Appellate Court is affirmed.
Ratio Decidendi
On the perfection of the contract of sale: The Court held that a contract 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, even if neither is delivered, as provided by Article 1475 of the Civil Code. In this case, the offer of Soriano to sell palay grains was accepted by NGA when it noted a quota of 2,640 cavans in Soriano's Farmer's Information Sheet, signifying a meeting of the minds. The fact that the exact quantity was not yet determined did not prevent the perfection of the contract, as Article 1349 of the Civil Code allows for contracts where the quantity is determinable without the need for a new contract. The acceptance referred to in consent is the acceptance of the offer, not necessarily the physical acceptance of the goods delivered. On the justification for NGA's refusal to accept: The Court affirmed the findings of the trial court and the appellate court that Soriano was a bona fide farmer and that NGA's refusal to accept the palay delivery was without just cause. These factual findings, supported by the record, were not disturbed on appeal. Therefore, NGA was obligated to comply with its part of the perfected contract, which was to pay the price of the palay delivered.
Main Doctrine
A contract 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, even if neither is delivered. The acceptance referred to which determines consent is the acceptance of the offer of one party by the other, not of the goods delivered.