Limketkai Sons Milling vs. CA [G.R. No.

118509. December 1, 1995]

Post under case digests, Civil Law at Saturday, March 03, 2012 Posted by
Schizophrenic Mind
Facts: On June 23, 1988, Pedro Revilla, Jr., a
licensed real estate broker was given formal authority
by BPI to sell the lot for P1,000.00 per square meter.
The owners of the Philippine Remnants concurred
this arrangement. Broker Revilla contacted Alfonso
Lim of petitioner company who agreed to buy the
land. On July 9, 1988, Revilla formally informed BPI
that he had procured a buyer, herein petitioner. On
July 11, 1988, petitioner's officials, Alfonso Lim and
Albino Limketkai, went to BPI to confirm the sale.
Vice-President Merlin Albano and Asst. Vice-
President Aromin entertained them. The parties
agreed that the lot would be sold at P1,000.00 per
square meter to be paid in cash. The authority to sell
was on a first come, first served and non-exclusive
basis; there is no dispute over petitioner's being the
first comer and the buyer to be first served. Alfonso
Lim then asked if it was possible to pay on terms. The
bank officials stated that there was no harm in trying
to ask for payment on terms because in previous
transactions, the same had been allowed. It was the
understanding, however, that should the term
payment be disapproved, then the price shall be paid
in cash. Two or three days later, petitioner learned
that its offer to pay on terms had been frozen. Alfonso
Lim went to BPI on July 18, 1988 and tendered the
full payment of P33,056,000.00 to Albano. The
payment was refused because Albano stated that the
authority to sell that particular piece of property in
Pasig had been withdrawn from his unit. The same
check was tendered to BPI Vice-President Nelson
Bona who also refused to receive payment. An action
for specific performance with damages was thereupon
filed on August 25, 1988 by petitioner against BPI. In
the course of the trial, BPI informed the trial court that
it had sold the property under litigation to NBS on July
14, 1989.

Issue: Whether or not such contract is covered by the

statute of frauds.

Held: In the case at bench, the allegation that there

was no concurrence of the offer and the acceptance
upon the cause of the contract is belied by the
testimony of the very BPI official with whom the
contract was perfected. Aromin and Albano concluded
the sale for BPI. The fact that the deed of sale still
had to be signed and notarized does not mean that no
contract had already been perfected. A sale of land is
valid regardless of the form it may have been entered
into. The requisite form under Article 1458 of the Civil
Code is merely for greater efficacy or convenience
and the failure to comply does not affect the validity
and binding effect of the act between parties.
Therefore, such contract that was made constituted
fraud and is covered by the statute of frauds. BPI
should be held liable and can be sued for damages.