168 SUPREME COURT REPORTS ANNOTATED

Malbarosa vs. Court of Appeals

*
G.R. No. 125761. April 30, 2003.

SALVADOR P. MALBAROSA, petitioner, vs. HON. COURT OF

APPEALS and S.E.A. DEVELOPMENT CORP., respondents.

Civil Law; Contracts; Essential requisites of a contract.—Under

Article 1318 of the Civil Code, the essential requisites of a contract are as
follows: Art. 1318. There is no contract unless the following requisites
concur: (1) Consent of the contracting parties; (2) Object certain which is
the subject matter of the contract; (3) Cause of the obligation which is
established.
Same; Same; Same; The consent by a party is manifested by the
meeting of the offer and the acceptance upon the thing and the cause which
are to constitute the contract; An offer that is not accepted does not give rise
to a consent.—Under Article 1319 of the New Civil Code, the consent by a
party is manifested by the meeting of the offer and the acceptance upon the
thing and the cause which are to constitute the contract. An offer may be
reached at any time until it is accepted. An offer that is not accepted does
not give rise to a consent. The contract does not come into existence. To
produce a contract, there must be acceptance of the offer which may be
express or implied but must not qualify the terms of the offer. The
acceptance must be absolute, unconditional and without variance of any sort
from the offer.
 Same; Same; Same; Unless the offeror knows of the acceptance, there
is no meeting of the minds of the parties, no real concurrence of offer and
acceptance; contract is perfected only from the time an acceptance of an
offer is made known to the offeror; An acceptance which is not made in the
manner prescribed by the offeror is not effective but constitutes a counter-
offer which the offeror may accept or reject; Acceptance by the offeree of
the offer after knowledge of the revocation or withdrawal of the offer is
inefficacious.—The acceptance of an offer must be made known to the
offeror. Unless the offeror knows of the acceptance, there is no meeting of
the minds of the parties, no real concurrence of offer and acceptance. The
offeror may withdraw its offer and revoke the same before acceptance
thereof by the offeree. The contract is perfected only from the time an
acceptance of an offer is made known to the offeror. If an offeror prescribes
the exclusive manner in which acceptance of his offer shall be indicated by
the offeree, an acceptance of the offer in the manner prescribed will bind the
offeror. On the other hand, an attempt on the part of the offeree to

_______________

* SECOND DIVISION.

169

VOL. 402, APRIL 30, 2003 169

Malbarosa vs. Court of Appeals

accept the offer in a different manner does not bind the offeror as the
absence of the meeting of the minds on the altered type of acceptance. An
offer made inter praesentes must be accepted immediately. If the parties
intended that there should be an express acceptance, the contract will be
perfected only upon knowledge by the offeror of the express acceptance by
the offeree of the offer. An acceptance which is not made in the manner
prescribed by the offeror is not effective but constitutes a counter-offer
which the offeror may accept or reject. The contract is not perfected if the
offeror revokes or withdraws its offer and the revocation or withdrawal of
the offeror is the first to reach the offeree. The acceptance by the offeree of
the offer after knowledge of the revocation or withdrawal of the offer is
inefficacious. The termination of the contract when the negotiations of the
parties terminate and the offer and acceptance concur, is largely a question
of fact to be determined by the trial court.
Same; Same; Same; When the offeror has not fixed a period for the
offeree to accept the offer, and the offer is made to a person present, the
acceptance must be made immediately.—The petitioner’s plaint that he was
not accorded by the respondent reasonable time to accept or reject its offer
does not persuade. It must be underscored that there was no time frame
fixed by the respondent for the petitioner to accept or reject its offer. When
the offeror has not fixed a period for the offeree to accept the offer, and the
offer is made to a person present, the acceptance must be made immediately.

PETITION for review on certiorari of a decision of the Court of

Appeals.

The facts are stated in the opinion of the Court.

     E.G. Ferry Law Offices for petitioner.
     Romulo, Mabanta, Buenaventura, Sayoc & Delos Angeles for
private respondent.

CALLEJO, SR., J.:

Philtectic Corporation and Commonwealth Insurance Co., Inc. were

only two of the group of companies wholly-owned and controlled by
respondent S.E.A. Development Corporation (SEADC). The
petitioner Salvador P. Malbarosa was the president and general
manager of Philtectic Corporation, and an officer of other
corporations belonging to the SEADC group of companies. The re-

170
170 SUPREME COURT REPORTS ANNOTATED
Malbarosa vs. Court of Appeals

spondent assigned to the petitioner one of its vehicles covered by

1
Certificate of Registration No. 04275865 described as a 1982 model
Mitsubishi Gallant Super Saloon, with plate number PCA 180 for
his use. He was also issued membership certificates in the
Architectural Center, Inc. Louis Da Costa was the president of the
respondent and Commonwealth Insurance Co., Inc., while Senen
Valero was the Vice-Chairman of the Board of Directors of the
respondent and Vice-Chairman of the Board of Directors of
Philtectic Corporation.
Sometime in the first week of January 1990, the petitioner
intimated to Senen Valero his desire from the SEADC group of
companies and requested that his 1989 incentive compensation as
president of Philtectic Corporation be paid to him. On January 8,
1990, the petitioner sent a letter to Senen Valero tendering his
resignation, effective February 28, 1990 from all his positions in the
SEADC group of companies, and reiterating therein2 his request for
the payment of his incentive compensation for 1989.
Louis Da Costa met with the petitioner on two occasions, one of
which was on February 5, 1990 to discuss the amount of the 1989
incentive compensation petitioner was entitled to, and the mode of
payment thereof. Da Costa ventured that the petitioner would be
entitled to an incentive compensation in the amount of around
P395,000.
On March 14, 1990, the respondent, through Senen Valero,
3
signed a letter-offer addressed to the petitioner stating therein that
petitioner’s resignation from all the positions in the SEADC group
of companies had been accepted by the respondent, and that he was
entitled to an incentive compensation in the amount of P251,057.67,
and proposing that the amount be satisfied, thus:

—The 1982 Mitsubishi Super saloon car assigned to you by the company
shall be transferred to you at a value of P220,000.00. (Although you have
indicated a value of P180,000.00, our survey in the market indicates that
P220,000.00 is a reasonable reflection of the value of the car.)

_______________

1 Exhibit “A.”
2 Exhibit “1.”
3 Exhibit “3.”

171

VOL. 402, APRIL 30, 2003 171

Malbarosa vs. Court of Appeals

—The membership share of our subsidiary, Tradestar International, Inc.

in the Architectural Center, Inc. will be transferred to you. (Although we do
not as yet have full information as to the value of these shares, we have been
4
informed that the shares have traded recently in the vicinity of P60,000.00.)

The respondent required that if the petitioner agreed to the offer, he

had to affix his conformity on the space provided therefor and the
date thereof on the right bottom portion of the letter, thus:
Agreed:

     SALVADOR P. MALBAROSA
5
     Date: _____________

On March 16, 1990, Da Costa met with the petitioner and handed to
him the original copy of the March 14, 1990 Letter-offer for his
consideration and conformity. The petitioner was dismayed when he
read the letter and learned that he was being offered an incentive
compensation of only P251,057.67. He told Da Costa that he was
entitled to no less than P395,000 as incentive compensation. The
petitioner refused to sign the letter-offer on the space provided
therefor. He received the original of the letter and wrote, on the
duplicate copy of the letter-offer retained by Da Costa, the words:
6
 6
“Rec’d original for review purposes.” Despite the lapse of more
than two weeks, the respondent had not received the original of the
March 14, 1990 Letter-offer of the respondent with the conformity
of the petitioner on the space provided therefor. The respondent
decided to withdraw its March 14, 1990 Offer. On April 3, 1996, the
Board of Directors of the respondent approved a resolution
authorizing the Philtectic Corporation and/or Senen Valero to
demand from the petitioner for the return of the car and to take such
action against the petitioner including the institution of an action7
in
court against the petitioner for the recovery of the motor vehicle.
On April 4, 1990, Philtectic Corporation, through its counsel,
wrote the petitioner withdrawing the March 14, 1990 Letter-offer

_______________

4 Exhibit “C-1.”
5 Exhibit “C-3.”
6 Exhibit “C-2.”
7 Exhibit “G-2.”

172

172 SUPREME COURT REPORTS ANNOTATED

Malbarosa vs. Court of Appeals

of the respondent and demanding that the petitioner return the car
and his membership certificate in the8 Architectural Center, Inc.
within 24 hours from his receipt thereof. The petitioner received the
original copy of the letter on the same day.
On April 7, 1990, the petitioner wrote the counsel of Philtectic
Corporation informing the latter that he cannot comply with said
demand as he already accepted the March 14, 1990 Letter-offer of
the respondent when he affixed on 9March 28, 1990 his signature on
the original copy of the letter-offer. The petitioner enclosed a xerox
copy of the original copy of the March 14, 1990 Letter-offer of the
respondent, bearing his signature on the space provided therefore
10
dated March 28, 1990.
With the refusal of the petitioner to return the vehicle, the
respondent, as plaintiff, filed a complaint against the petitioner, as
defendant, for recovery of personal property with replevin with
damages and attorney’s fees, thus:

WHEREFORE, PREMISES CONSIDERED, it is respectfully prayed before

this Honorable Court that:

1. Before hearing and upon approval of plaintiff’s bond, a writ be

issued immediately for the seizure of the vehicle described in
paragraph 3 hereof, wherever it may be found, and for its delivery
to plaintiff;
2. After trial of the issues, judgment be rendered adjudging that
plaintiff has the right to the possession of the said motor vehicle,
and, in the alternative, that defendant must deliver such motor
vehicle to plaintiff or pay to plaintiff the value thereof in case
delivery cannot be made;
3. After trial, hold the defendant liable to plaintiff for the use of the
motor vehicle in the amount of P1,000.00 per day from date of
demand until the motor vehicle is returned to plaintiff.
4. After trial, hold the defendant liable to plaintiff for attorney’s fees
and costs of litigation in the amount of P100,000.00.

Plaintiffs likewise prays for such other reliefs as are just and equitable
11
under the circumstances.

_______________

8 Exhibit “D.”
9 Exhibit “5.”
10 Id.
11 Records, pp. 5-6.

173
 VOL. 402, APRIL 30, 2003 173
Malbarosa vs. Court of Appeals

On April 30, 1990,12 the trial court issued an order for the issuance of
a writ of replevin. Correspondingly, the writ of replevin was issued
13
on May 8, 1990.
On May 11, 1990, the Sheriff served the writ on the petitioner
and was able to take possession of the vehicle in question. On May
15, 1990, the petitioner was able to recover 14
the possession of the
vehicle upon his filing of the counter-bond.
In his Answer to the complaint, the petitioner, as defendant
therein, alleged that he had already agreed on March 28, 1990 to the
March 14, 1990 Letter-offer of the respondent, the plaintiff therein,
and had notified the said plaintiff of his acceptance; hence, he had
the right to the possession of the car. Philtectic Corporation had no
right to withdraw the offer of the respondent SEADC. The petitioner
testified that after conferring with his counsel, he had decided to
accept the offer of the respondent, and had affixed his signature on
the space below the word “Agree” in the March 14, 1990 Letter-
offer, thus:

Agreed:
     (Sgd.)
SALVADOR P. MALBAROSA
15
Date: 3-28-90

The petitioner adduced evidence that on March 9, 1990, he had

written Senen Valero that he was agreeable to an incentive
compensation of P218,000 to be settled by the respondent by
transferring the car to the petitioner valued at P180,000 and P38,000
worth of shares of the Architectural Center, Inc. on the claim of Da
Costa that respondent was almost bankrupt. However, the petitioner
learned that the respondent was financially sound; hence, he had
16
decided to receive his incentive compensation of P395,000 in cash.
On March 29, 1990, the petitioner called up the office of Louis Da
Costa to inform the latter of his acceptance of the letteroffer of the
respondent. However, the petitioner was told by Li-

_______________

12 Id., at p. 8.
13 Id., at p. 10.
14 Id., at p. 33.
15 Exhibit “3-B.”
16 Exhibit “J-1.”

174

174 SUPREME COURT REPORTS ANNOTATED

Malbarosa vs. Court of Appeals

wayway Dinglasan, the telephone receptionist of Commonwealth

Insurance Co, that Da Costa was out of the office. The petitioner
asked Liwayway to inform Da Costa that he had called him up and
that he had already accepted the letter-offer. Liwayway promised to
relay the message to Da Costa. Liwayway testified that she had
relayed the petitioner’s message to Da Costa and that the latter
merely nodded his head.
17
After trial, the court a quo rendered its Decision on July 28,
1992, the dispositive portion of which reads as follows:

“WHEREFORE, in view of all the foregoing, judgment is rendered ordering

the defendant:

1. To deliver the motor vehicle prescribed [sic] in the complaint to

plaintiff SEADC, or pay its value of P220,000 in case delivery
cannot be made;
2. pay plaintiff SEADC P50,000 as and for attorney’s fees; and
3. Cost of litigation.

18
 18
SO ORDERED.”

The trial court stated that there existed no perfected contract

between the petitioner and the respondent on the latter’s March 14,
1990 Letter-offer for failure of the petitioner to effectively notify the
respondent of his acceptance of said letter-offer before the
respondent withdrew the same. The respondent filed a motion for the
amendment of the decision of the trial court, praying that the
petitioner should be ordered to pay to the respondent reasonable
rentals for the car. On October 10, 1992, the court a quo issued an
order, granting plaintiff’s motion and amending the dispositive
portion of its July 28, 1992 Decision:

“1. Ordering defendant to pay to plaintiff lease rentals for the use of the
motor vehicle at the rate of P1,000.00 per day from May 8, 1990 up
to the date of actual delivery to the plaintiff of the motor vehicle;
and
2. Ordering First Integrated Bonding & Insurance Co. to make good
on its obligations to plaintiff under the Counterbond issued
pursuant to this case.
19
SO ORDERED.”

_______________

17 Penned by Judge Jose R. Hernandez.

18 Records, pp. 186-187.
19 Id., at 202.

175

VOL. 402, APRIL 30, 2003 175

Malbarosa vs. Court of Appeals
The petitioner appealed from the decision and the order of the court
a quo to the Court of Appeals.
On February
20
8, 1996, the Court of Appeals rendered its
Decision, affirming the decision of the trial court. The dispositive
portion of the decision reads:

“WHEREFORE, the Decision dated July 28, 1992 and the Order dated
October 10, 1992 of the Regional Trial Court of Pasig (Branch 158) are
hereby AFFIRMED with the MODIFICATION that the period of payment
of rentals at the rate of P1,000.00 per day shall be from the time this
decision becomes final until actual delivery of the motor vehicle to plaintiff-
appellee is made.
Costs against the defendant-appellant.
21
SO ORDERED.”

The Court of Appeals stated that the petitioner had not accepted the
respondent’s March 14, 1990 Letter-offer before the respondent
withdrew said offer on April 4, 1990.
The petitioner filed a petition for review on certiorari of the
decision of the Court of Appeals.
The petitioner raises two issues, namely: (a) whether or not there
was a valid acceptance on his part of the March 14, 1990 Letter-
22
offer of the respondent; and (b) whether or not there was an
effective withdrawal by the respondent of said letter-offer.
The petition is dismissed.
Anent the first issue, the petitioner posits that the respondent had
given him a reasonable time from March 14, 1990 within which to
accept or reject its March 14, 1990 Letter-offer. He had already
accepted the offer of the respondent when he affixed his conformity
23
thereto on the space provided therefor on March 28, 1990 and had
sent to the respondent corporation on April 7, 1990 a copy of said
March 14, 1990 Letter-offer bearing his conformity to the offer of
the respondent; hence, the respondent can no longer demand the
return of the vehicle in question. He further avers that
_______________

20 Penned by Associate Justice Salome A. Montoya, with Associate Justices

Godardo A. Jacinto and Oswaldo D. Agcaoili, concurring.
21 Rollo, pp. 24-25.
22 Exhibit “C.”
23 Exhibit “3-B.”

176

176 SUPREME COURT REPORTS ANNOTATED

Malbarosa vs. Court of Appeals

he had already impliedly accepted the offer when after said

respondent’s offer, he retained possession of the car.
For its part, the respondent contends that the issues raised by the
petitioner are factual. The jurisdiction of the Court under Rule 45 of
the Rules of Court, as amended, is limited to revising and correcting
errors of law of the CA. As concluded by the Court of Appeals,
there had been no acceptance by the petitioner of its March 14, 1990
Letter-offer. The receipt by the petitioner of the original of the
March 14, 1990 Letter-offer for review purposes amounted merely
to a counter-offer of the petitioner. The findings of the Court of
Appeals are binding on the petitioner. The petitioner adduced no
proof that the respondent had granted him a period within which to
accept its offer. The latter deemed its offer as not accepted by the
petitioner in light of petitioner’s ambivalence and indecision on
March 16, 1990 when he received the letter-offer of respondent.
We do not agree with the petitioner.
Under Article 1318 of the Civil Code, the essential requisites of a
contract are as follows:

Art. 1318. There is no contract unless the following requisites concur:

(1) Consent of the contracting parties;

 (2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established.

Under Article 1319 of the New Civil Code, the consent by a party is
manifested by the meeting of the offer and the acceptance upon the
thing and the cause which are to constitute the contract. An offer
may be reached at any time until it is accepted. An offer that is not
accepted does 24
not give rise to a consent. The contract does not come
into existence. To produce a contract, there must be acceptance of
25
the offer which may be express or implied but must not qualify the
terms of the offer. The acceptance must be absolute,
26
unconditional
and without variance of any sort from the offer.

_______________

24 Gamboa v. Ronsalez, 17 Phil. 381.

25 Article 1320, New Civil Code.
26 Uy v. Hon. Evangelista, 361 SCRA 95 (2001).

177

VOL. 402, APRIL 30, 2003 177

Malbarosa vs. Court of Appeals

27
The acceptance of an offer must be made known to the offeror.
Unless the offeror knows of the acceptance, there is no meeting of
the minds 28of the parties, no real concurrence of offer and
acceptance. The offeror may withdraw its offer and revoke the
same before acceptance thereof by the offeree. The contract is
perfected only from the time an acceptance of an offer is made
known to the offeror. If an offeror prescribes the exclusive manner in
which acceptance of his offer shall be indicated by the offeree, an
acceptance of the offer in the manner prescribed will bind the
offeror. On the other hand, an attempt on the part of the offeree to
accept the offer in a different manner does not bind the offeror as the
absence of the meeting of the minds on the altered type of
29
acceptance. An offer made inter praesentes must be accepted
immediately. If the parties intended that there should be an express
acceptance, the contract will be perfected only upon knowledge by
the offeror of the express acceptance by the offeree of the offer. An
acceptance which is not made in the manner prescribed by the
offeror is not effective but 30 constitutes a counter-offer which the
offeror may accept or reject. The contract is not perfected if the
offeror revokes or withdraws its offer and the revocation 31
or
withdrawal of the offeror is the first to reach the offeree. The
acceptance by the offeree of the offer after knowledge of the
revocation or withdrawal of the offer is inefficacious. The
termination of the contract when the negotiations of the parties
terminate and the offer and acceptance concur,
32
is largely a question
of fact to be determined by the trial court.
In this case, the respondent made its offer through its
ViceChairman of the Board of Directors, Senen Valero. On March
16, 1990, Da Costa handed over the original of the March 14, 1990
Letter-offer of the respondent to the petitioner. The respondent
required the petitioner to accept the offer by affixing his signature

_______________

27 Jardine Davies, Inc. v. Court of Appeals, 333 SCRA 689 (2000).

28 Enriquez v. Sun Life Assurance, 41 Phil. 269.
29 Allied Steel & Conveyor’s, Inc. v. Ford Motor Company, 277 FEDERAL
REPORTERS 2nd, 907 (1960).
30 TOLENTINO, COMMENTARIES AND JURISPRUDENCE OF THE NEW
CIVIL CODE, 1985 ed., Vol. IV, pp. 462-463.
31 TOLENTINO, COMMENTARIES AND JURISPRUDENCE OF THE NEW
CIVIL CODE, Vol. IV, p. 2, 466, 1991 ed., citing 6 Planiol, Ripert, 180.
32 Id., citing 8 Manresa, 649-650.

178
178 SUPREME COURT REPORTS ANNOTATED
Malbarosa vs. Court of Appeals

on the space provided in said letter-offer and writing the date of said
acceptance, thus foreclosing an implied acceptance or any other
mode of acceptance by the petitioner. However, when the letter-offer
of the respondent was delivered to the petitioner on March 16, 1990,
he did not accept or reject the same for the reason33that he needed
time to decide whether to reject or accept the same. There was no
contract perfected
34
between the petitioner and the respondent
corporation. Although the petitioner claims that he had affixed his
conformity to the letter-offer on March 28, 1990, the petitioner
failed to transmit the said copy to the respondent. It was only on
April 7, 1990 when the petitioner appended to his letter to the
respondent a copy of the said March 14, 1990 Letter-offer bearing
his conformity that he notified the respondent of his acceptance to
said offer. But then, the respondent, through Philtectic Corporation,
had already withdrawn its offer and had already notified the
petitioner of said withdrawal via respondent’s letter dated April 4,
1990 which was delivered to the petitioner on the same day.
Indubitably, there was no contract perfected by the parties on the
March 14, 1990 Letter-offer of the respondent.
The petitioner’s plaint that he was not accorded by the
respondent reasonable time to accept or reject its offer does not
persuade. It must be underscored that there was no time frame fixed
by the respondent for the petitioner to accept or reject its offer.
When the offeror has not fixed a period for the offeree to accept the
offer, and the offer is made
35
to a person present, the acceptance must
be made immediately. In this case, the respondent made its offer to
the petitioner when Da Costa handed over on March 16, 1990 to the
petitioner its March 14, 1990 Letter-offer but that the petitioner did
not accept the offer. The respondent, thus, had the option to
withdraw or revoke the offer, which the respondent did on April 4,
1990.
 Even if it is assumed that the petitioner was given a reasonable
period to accept or reject the offer of the respondent, the evidence on
record shows that from March 16, 1990 to April 3, 1990, the
petitioner had more than two weeks which was more than sufficient
for the petitioner to accept the offer of the respondent. Al-

_______________

33 TSN, Malbarosa, 21 March 1991, p. 6.

34 Krohn-Fechheimer Co. v. Palmer, 221 SOUTHWESTERN REPORTS, 353
(1920).
35 See note 30, supra, at p. 469.

179

VOL. 402, APRIL 30, 2003 179

Malbarosa vs. Court of Appeals

though the petitioner avers that he had accepted the offer of the
respondent on March 28, 1990, however, he failed to transmit to the
respondent the copy of the March 14, 1990 Letter-offer bearing his
conformity thereto. Unless and until the respondent received said
copy of the letter-offer, it cannot be argued that a contract had
already been perfected between the petitioner and the respondent.
On the second issue, the petitioner avers that Philtectic
Corporation, although a wholly-owned and controlled subsidiary of
the respondent, had no authority to withdraw the offer of the
respondent. The resolution of the respondent authorizing Philtectic
Corporation to take such action against the petitioner including the
institution of an action against him for the recovery of the subject
car does not authorize Philtectic Corporation to withdraw the March
14, 1990 Letter-offer of the respondent. The withdrawal by
Philtectic Corporation on April 4, 1990 of the offer of the
respondent was ineffective insofar as the petitioner was concerned.
The respondent, for its part, asserts that the petitioner had failed to
put in issue the matter of lack of authority of Philtectic Corporation
to withdraw for and in behalf of the respondent its March 14, 1990
Letter-offer. It contends that the authority of Philtectic Corporation
to take such action including the institution of an action against the
petitioner for the recovery of the car necessarily included the
authority to withdraw the respondent’s offer. Even then, there was
no need for the respondent to withdraw its offer because the
petitioner had already rejected the respondent’s offer on March 16,
1990 when the petitioner received the original of the March 14, 1990
Letter-offer of the respondent without the petitioner affixing his
signature on the space therefor.
We do not agree with the petitioner. Implicit in the authority
given to Philtectic Corporation to demand for and recover from the
petitioner the subject car and to institute the appropriate action
against him to recover possession of the car is the authority to
withdraw the respondent’s March 14, 1990 Letter-offer. It cannot be
argued that respondent authorized Philtectic Corporation to demand
and sue for the recovery of the car and yet did not authorize it to
withdraw its March 14, 1990 Letter-offer to the petitioner. Besides,
when he testified, Senen Valero stated that the April 4, 1990 letter of
Philtectic Corporation to the petitioner was upon his instruction and
conformably with the aforesaid resolution of the Board of Directors
of the respondent:

180

180 SUPREME COURT REPORTS ANNOTATED

Malbarosa vs. Court of Appeals

Q Mr. Valero, after the Board passed this resolution, (sic)

What action did you take, if any?
A After that resolution was passed, (sic) I instructed our
lawyers to proceed with the demand letter for the recovery
of the vehicle.
 Q Do you know if that demand letter was every (sic) made by
your lawyer?
A Yes. I know that because I was the one who gave the
instruction and before it was finally served on Malbarosa, I
was shown about the demand letter.
C/Pltf. Your honor, or rather . . .
  Mr. Valero, if I show you a copy of that letter, will you be
able to identify the same?
A Yes, sir.
Q I am now showing to you a copy of the letter dated April 4,
1990, addressed to Mr. Salvador P. Malbarosa and signed by
Romulo, Mabanta, Buenaventura, Sayoc and Delos Angeles
by ______. What relation, if any, does that demand letter
have with the demand letter that you are talking about?
A It’s the same one I am referring to.
C/Pltf. Your honor, we manifest that the letter has been previously
marked as our exh. “D”.
Q Mr. Valero, on the first paragraph of this demand letter, you
stated that the letter is written in behalf of Philtectic
Corporation. Do you have any knowledge why it was
written this way?
A Yes. Because Philtectic, being the agent used here by S.E.A.
Development Corporation for the one using the car, it was
only deemed proper that Philtectic will be the one to send
the demand letter.
Q In the second paragraph of that letter, Mr. Valero, you stated
that there was an allusion made to the offer made on March
14, 1990. That the 1982 Mitsubishi Galant Super Saloon car
with plate # M-PCA-189 assigned to you by the company,
and the membership share in the Architectural Center Inc.,
be transferred to you in settlement. You previously stated
about this March 14 letter. What relation, if any, does this
 second paragraph with the letter-offer that you previously
stated.
C/Def. Objection, your honor. This witness is incompetent . . .
C/Pltf. But he was the one who instructed, your honor.
Court LET the witness answer.

181

VOL. 402, APRIL 30, 2003 181

Quirino Gonzales Logging Concessionaire vs. Court of Appeals

Witness (Stenographer reads back the previous question asked by

counsel for him to answer, and . . . .)
36
A It is the same.

IN LIGHT OF ALL THE FOREGOING, the petition is dismissed.

The Decision of the Court of Appeals is AFFIRMED.
SO ORDERED.

          Bellosillo (Chairman), Quisumbing and Austria-Martinez,

JJ., concur.

Petition dismissed, judgment affirmed.

Note.—Once there is concurrence between the offer and the

acceptance upon the subject matter, consideration and terms of
payment a contact is produced. (ABS-CBN Broadcasting
Corporation vs. Court of Appeals, 301 SCRA 572 [1999])

——o0o——
© Copyright 2019 Central Book Supply, Inc. All rights reserved.