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TaxAppeals.Morespecifically,weholdthatpartIVofsaid Executive Order which refers to "Court Review of Board Decisions,"isnullandvoid. Wherefore,petitionisherebygranted,withoutcosts. Pars, C. J.

, Pablo, Bengzon, Tuason, Montemayor, Reyes, Jugo, andLabrador, JJ., concur. Petition granted.. _______________
[No.L5003.June27,1953]

NAZARIO TRILLANA, administrator and appellee, vs. QUEZON COLLEGE,I NC,claimantandappellant.


OBLIGATIONS AND CONTRACTS STOCK SUBSCRIPTION; OFFER AND ACCEPTANCE , FACULTATIVE CONDITION,As the appellant offered its stock for subscription on the term stated in a form letter, and D. C. applied forsubscriptionfixingherownplanofpayment,therelation,inthe absence of acceptance by the appellant of the counter offer of D.C., hadnotripenedintoanenforceablecontract.Therewasimperative need for express acceptance on appellant's part, because the proposal of D. C. to pay the value of the subscription after she had harvested fish, was a condition obviously dependent upon her sole will and, therefore, facultative in nature, rendering the obligation voidunderarticle1115oftheoldCivilCode.

APPEAL from an order of the Court of First Instance of Bulacan.Ysip,J. ThefactsaregtatedintheopinionoftheCourt. Singson, Barnes, Yap & Blanco forappellant. Delgado, Flores & Macapagal forappellee. PARAS,C. J.: DamasaCrisostomosentthefollowinglettertotheBoard ofTrusteesoftheQuezonCollege:
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384

PhilippineReportsAnnotated

Trillana vs. Quezon College, Inc.


June 1, 1948 "TheBOARDOPTRUSTEES "QuezonCollege "Manila "Gentlemen: "Please enter my subscription to dalawang daan (200) shares of yourcapitalstockwithaparvalueofP100each.Enclosedyouwill find(Babayarankonglahatpagkataposnaakoaymakapag pahuli ng isda) pesos as my initial payment and the balance payable in accordance with law and the rules and regulations of the Quezon College. I hereby agree to shoulder the expenses connected with saidsharesofstock.Ifurthersubmitmyselftoalllawfuldemands, decisions or directives of the Board of Trustees of the Quezon Collegeandallitsdulyconstitutedofficersorauthorities(angnasa itaasaybinasaatipinaliwanagsaakinsawikangtagalognaaking nalalaman). "Veryrespectfully, (Sgd.)DAMASACRISOSTOMO Signature of subscriber "Nilagdaansaamingharapan: "JOSECRISOSTOMO "EDUARDOCRISOSTOMO"

Damasa Crisostomo died on October 26, 1948. As no payment appears to have been made on the subscription mentionedintheforegoingletter,theQuezonCollege,Inc. presented a claim before the Court of First Instance of Bulacan in her testate proceeding, for the collection of the sumofP20,000,representingthevalueofthesub scription to the capital stock of the Quezon College, Inc. This claim was opposed by the administrator of the estate, and the CourtofFirstInstanceofBulacan,afterhearing,issuedan orderdismissingtheclaimoftheQuezonCollege,Inc.,on the ground that the subscription in question was neither registered in nor authorized by the Securities and ExchangeCommission.FromthisordertheQuezonCollege, Inc.hasappealed.
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VOL.93,JUNE27,1953 Trillana vs. Quezon College, Inc.

385

Itisnotnecessaryforustodiscussatlengthappellant's variousassignmentsoferrorrelatingtotheproprietyofthe groundrelieduponbythetrialcourt,since,aspointedout in the brief for the administrator and appellee, there are otherdecisiveconsiderationswhich,thoughnottouchedby thelowercourt,amplysustainedtheappealedorder. It appears that the application sent by Damasa Crisos tomototheQuezonCollege,Inc.waswrittenonageneral formindicatingthatanapplicantwillencloseanamountas initialpaymentandwillpaythebalanceinaccordancewith lawandtherulesorregulationsoftheCollege.Ontheother hand,intheletteractuallysentbyDamasaCrisostomo,the latter(whorequestedthathersubscriptionfor200sharesbe entered) not only did not enclose any initial payment but stated that "babayaran kong lahat pagkatapos na ako ay makapagpahulingisda."Thereisnothingintherecordto show that the Quezon College, Inc. accepted the term of paymentsuggestedbyDamasaCrisostomo,orthatifthere wasanyacceptancethesamecametoherknowledgeduring her lifetime. As the appli cation of Damasa Crisostomo is obviouslyatvariancewiththetermsevidencedintheform letterissuedbytheQuezonCollege,Inc.,therewasabsolute necessityonthepartoftheCollegetoexpressitsagreement to Damasa's offer in order to bind the latter. Conversely, saidacceptancewasessential,becauseitwouldbeunfairto immediately obli gate the Quezon College, Inc. under Damasa'spromisetopaythepriceofthesubscriptionafter she had caused fish to be caught. In other words, the relation between Damasa Crisostomo and the Quezon College, Inc. had only thus, reached the preliminary stage whereby the latter offered its stock for subscription on the terms stated in the form letter, and Damasa applied .for subscriptionfixingherownplanofpayment,arelation,in the absence as in the present case of acceptance by the Quezon College, Inc. of the counter offer of Damasa Crisostomo, that had not ripened into an enforceable contract.
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