1.) Jardine Davies Inc. v.

CA o Acceptance must not qualify the terms of the offer

Facts:
 Purefoods decided to install two generators in its food processing plant.
 Bidding for the installation of the generators was initiated wherein three
companies including FEMSCO (private respondent) submitted their bids
and gave bid bonds of 5% of their respective bids
 PureFoods sent a letter to FEMSCO confirming their award for the
contract.
 FEMSCO then submitted the required performance bond and all-risk
insurance policy or 1.8m and 6.1m respectively.
 FEMSCO started the project by purchasing the necessary materials
 Later, Purefoods sent a letter to FEMSCO that due to “significant factors”,
Purefoods was cancelling the contract.
 Purefoods then entered into a contract with Jardine Davies Inc. (herein
petitioner) for the installation of the generators.
 FEMSCO wrote to Purefoods to honor its contract with them; FEMSCO then
sued Purefoods for reneging on its contract and Jardine Davies for
interference and inducement.
Issue:
 Was there a perfected contract between FEMSCO and Purefoods?
 Assuming there was an existent perfected contract, whether Jardine Davies
induced or connived with Purefoods to violate the contract of Purefoods
and FEMSCO?
Contentions:
 Purefoods argues that the letter sent to FEMSCO was not an acceptance of
the latter’s proposal and award of the project but more of a counter-offer
to which FEMSCO needs to consent to, thus since there was no conforme
on FEMSCO’s end, there was no perfected contract.
o Acceptance may be express or implied
o Acceptance can be withdrawn or revoked before it is known to the
offeror
o Acceptance must be made known to the offeror
 The Issue in the case is with regard the requisite of consent – whether
there was an acceptance of the offer, and if it was communicated.
 In this case, the offer was the bid proposal sent by the bidders including
FEMSCO.
 The reply of Purefoods to the bid proposals was the acceptance or the
rejection of such offers.
 Letter of Purefoods to FEMSCO constituted acceptance of the latter’s
offer. The tenor of the letter shows the intent of acceptance whereas the
terms and conditions clauses were conditions on the performance and
not on the acceptance of the offer.
 Even arguing that the letter sent by Purefoods was a counter-offer,
respondent FEMCO’s submission of the bond and all-risk insurance was an
implied acceptance.
 Either way, for all intents and purposes, the contract has been perfected.
 (2) No evidence to support that Jardine Davies induced Purefoods to
violate their contract.
 Ruling: Petition Denied. Purefoods to pay FEMSCO for the value of
services rendered plus damages.

Ruling:
 (1.) Court noted that a contract is defined as “a juridical convention
manifested in legal form, by virtue of which one or more persons bind
themselves in favor of another or others, or reciprocally, to the fulfillment
of a prestation to give, to do, or not to do”
 Court further noted that there is no contract unless the requisites occur:
o Consent of the contracting parties
o Object certain which is the subject matter of the contract
o Cause of the obligation
 Court explained that contract are perfected by mere consent; upon the
acceptance of the offeree of the offer by the offeror
2.) Heirs of Intac v. CA  Further, Court noted that the primary consideration in determining the
Facts: true nature of a contract is the intention of the parties.
 Ireneo Mendoza, ascendant of private respondents, were owners of the  Intention is not only determined from the express stipulation of the
subject property in Road 8, Pag-Asa, Quezon City. contract, but also to their contemporaneous and subsequent acts.
 Ireneo took care of the ascendant of petitioners when she was young.  Their acts show that the intent was only to lend the title to the spouses,
 Ireneo executed a DAS in favor of Angelina Intac and her husband. subject contract was absolutely simulated, thus void.
 Despite the sale, the family of Ireneo continued to stay in the premises  Petition Denied. Heirs of Ireneo own the subject property.
even after the ascendants have died. While the case was pending, the
family were still in the premises, paying real estate taxes, and collecting
rentals from the property.
 Respondents sought the cancellation of the TCT executed in favor of
petitioners claiming that the sale was simulated, thus void
 Spouses Intac resisted and claims that there was a valid sale for a
consideration

Issue:
 Was there a valid Deed of Sale?

Contentions:
 Respondents alleged that the spouses Intac only borrowed the title of the
property to be used as collateral for a loan whereas Ireneo was confident
that the spouses would not take advantage of it because he took care of
Angelina for a very long time.
 Petitioners claim that the subject property had been transferred to them
based on a valid DAS for a valuable consideration.

Ruling:
 Court noted that a contract is a meeting of minds, with respect to the
other, to give something or render some service.
 Requisites: (1) Consent of the contracting parties, (2) Object certain which
is the subject matter, (3) Cause of the obligation.
 In a contract of sale, perfection is consummated at the moment there is a
meeting of the minds upon the object and its price.
 The meeting of the offer and the acceptance of the thing manifest consent.
 Court noted that there was no consideration and intent to sell.
 Testimony of a witness to the execution of the DAS testified that Ireneo
told him that he was lending the title for collateral of the loan application
of the spouses Intac, there never was an intention to sell or transfer
ownership of the property.
 Petitioner’s also failed to present evidence of the alleged payment of
150,000 as consideration. No tangible evidence of the payment.
 Since there was no intent to sell or transfer, no consideration was provided,
there was no valid sale.
3.) MIAA v. Avia (AFIC)  Court noted that even though there was a stipulation that if
Facts: MIAA/government issued a circular changing the monthly rent, it is
 Manila International Airport Authority (MIAA) entered into a contract of deemed incorporated in the contract of lease, there was another
lease with Avia Filipinas International Corporation (AFIC) wherein AFIC stipulation which stated that such changes in the contract will not be
would lease the land of MIAA in the NAIA for their aircraft repair station valid and binding unless made in writing and signed by the parties.
and chartering operations.  Court deemed that the intent of the parties is that amendments or changes
 Contract was for 1 year with monthly rental of 6580 pesos per month. should be in conformity of both petitioner and respondent.
 MIAA issued an administrative order that revised the fees on their
properties; this resulted to the monthly rental of AFIC to increase to 15,996  However, the price increase after the denial of entry on the leased prices
pesos per month. was consented to and amended by AFIC evidenced by the fact that they
 MIAA did not require to pay the new rental fee thus AFIC continued to pay paid the same from the bill stating the increased monthly rentals.
the original 6580 per month
 After the expiration of the contract, AFIC continued to lease the premises  Petition Denied. Avia not required to pay the difference in the monthly
and has continued paying the original fee without protest from MIAA. rental from 1991 – 1994 as there has yet to have been an amendment in
 Three years after MIAA sent a letter to Avia that a day after the contract the lease contract.
has expired, the new fee has already applied. MIAA then demanded the
payment of the difference for the 37months has since lapsed which is for
347,300 pesos.
 AFIC refused to pay the said amount, their employees were denied access
to the leased premises for a period of time but AFIC continued paying its
rentals wherein MIAA granted them temporary access to the premises.
 AFIC then filed complaint for damages with injunction against MIAA
seeking for uninterrupted access to the leased premises and to seek
damages.

Contentions:
 MIAA argues that as an admin. Agency with quasi-legislative and judicial
powers as provided in its charter, they are empowered to levy fees and
charges including the changes made in Admin. Order No. 1.
 MIAA argues that given their charter, when AFIC signed the lease contract,
they have already agreed to the changes brought about by Admin. Order
No. 1 that is automatically incorporated in the lease contract.

Issue:
 May MIAA unilaterally change the price in the contract of lease given their
charter?

Ruling:
 Court noted that parties have the freedom to stipulate any clause, terms,
and conditions to a contract provided they are not contrary to law, morals,
good customer, public order, or policy.
 Provisions of a contract should not be ready in isolation but in relation to
each other and its entirety having in mind the intention and purpose to be
achieved.
4.) Heirs of Manuel Uy v. Castillo  Courts have no authority to alter a contract or create a new contract for the
Facts: parties but its only duty is to interpret and enforce the contract.
 Respondents owned a land in Lucena for 53,307 square meters that was  Courts will not relieve a party from the effects of an unwise or unfavorable
used as security for the payment of a tractor by one of the respondents. contract freely entered into.
 Said property was subsequently sold at a public auction that ended in the  Kasunduan is a valid contract
name of PMPMCI.
 One of the respondents then filed an annulment of the transactions of the
subject property. During the litigation of the cases, the respondent had
financial difficulty and had made an Agreement with the attorney and the
financier Uy (Petitioner), that in case there is a favorable agreement in
the litigation of their properties, the attorney and the financier will have
a share of 40% of all the realties and benefits, gratuities, or damages from
the subject property.
 Respondent also entered into another agreement with Manuel for the sale
of the remaining 60% of the parcels of land for 180k pesos wherein
violation of the Kasunduan will have the penalty of 50k pesos.
 The decision in the litigation of their other case was ruled in favor of
respondents with finality. The 40% was given to the attorney and the
financier as per the first Agreement
 Respondents then wrote petitioner that they are willing to sell the
remaining 60% of their properties for 500 pesos per square meter.
 Insisting on the price upon the Kasunduan, petitioners requested for the
respondents to execute the DAS for the 60% of the land and that they are
ready to pay the remaining 179k as per Kasunduan

Issue:
 Was the Agreement and Kasunduan void ab initio for being contrary to law
and public policy?

Ruling:
 Court noted that in exchange of the legal services of Atty. Zepeda and the
financial assistance of Manuel, the Agreement was that the respondents
was to transfer 40% of the proceeds from the suit in case of favorable
judgement.
 Kasunduan was for the remaining 60% of land for 180k between
respondents and Manuel.
 Kasunduan was deemed to be valid as they were signed by the respondents
with full knowledge of its contents.
 Respondents main objection to the Kasunduan was the perceived
inadequacy of the 180k inconsideration wherein the current market value
of the land was at 9.6m pesos.
 Absent any showing that the parties agreed to new stipulations to modify
their agreement, the Court find that petitioners and respondents are
bound to the original contract in the Kasunduan.
5.) Bugatti v. CA and Baguilat
Facts:
 Bugatti offered to lease the land of private respondent Baguilat for 9 years
with monthly rental of 500 pesos per month.
 They are to build a building for 40k pesos to which they are to be
reimbursed from the monthly rentals they are paying as respondent will
own the building after the lease contract has expired, further once the 40k
is covered, Bugatti will continue to pay the 500 pesos rentals.
 It was further agreed that the lease was to be written in a contract of lease
to be prepared by petitioner, presented to respondent for their approval
 However, even without the written contract, petitioner started to occupy
the land and started building their building.
 Petitioner presented a lease contract but with different stipulations than
what was agreed upon, this was refused by the respondent.
 Petitioner continued to occupy the land.
