4. SOLER VS CAGR NO. 123892Appealviacertiorarifrom a decision of the Court of Appeals,[1]declaring that there was no perfected contract between petitioner Jazmin Soler and The Commercial Bank of Manila (COMBANK FOR BREVITY, formerly Boston Bank of the Philippines) for the renovation of its Ermita Branch, thereby denying her claim for payment of professional fees for services rendered.The antecedent facts are as follows:Petitioner Jazmin Soler is a Fine Arts graduate of the University of Sto. Tomas, Manila. She is a well known licensed professional interior designer.In November 1986, her friend Rosario Pardo asked her to talk to Nida Lopez, who was manager of the COMBANK Ermita Branch for they were planning to renovate the branch offices.[2]Even prior to November 1986, petitioner and Nida Lopez knew each other because of Rosario Pardo, the latters sister.During their meeting, petitioner was hesitant to accept the job because of her many out of town commitments, and also considering that Ms. Lopez was asking that the designs be submitted by December 1986, which was such a short notice. Ms. Lopez insisted, however, because she really wanted petitioner to do the design for renovation.Petitioner acceded to the request.Ms. Lopez assured her that she would be compensated for her services.Petitioner even told Ms. Lopez that her professional fee was ten thousand pesos (P10,000.00), to which Ms. Lopez acceded.[3]During the November 1986 meeting between petitioner and Ms. Lopez, there were discussions as to what was to be renovated, which included a provision for a conference room, a change in the carpeting and wall paper, provisions for bookshelves, a clerical area in the second floor, dressing up the kitchen, change of the ceiling and renovation of the tellers booth.Ms. Lopez again assured petitioner that the bank would pay her fees.[4]After a few days, petitioner requested for the blueprint of the building so that the proper design, plans and specifications could be given to Ms. Lopez in time for the board meeting in December 1986.Petitioner then asked her draftsman Jackie Barcelon to go to the jobsite to make the proper measurements using the blue print.Petitioner also did her research on the designs and individual drawings of what the bank wanted.Petitioner hired Engineer Ortanez to make the electrical layout, architects Frison Cruz and De Mesa to do the drafting.For the services rendered by these individuals, petitioner paid the engineer P4,000.00, architects Cruz andde Mesa P5,000.00 and architect Barcelon P6,000.00.Petitioner also contacted the suppliers of the wallpaper and the sash makers for their quotation. So come December 1986, the lay out and the design were submitted to Ms. Lopez. She even told petitioner that she liked the designs.[5]Subsequently, petitioner repeatedly demanded payment for her services but Ms. Lopez just ignored the demands.In February 1987, by chance petitioner and Ms. Lopez saw each other in a concert at the Cultural Center of the Philippines.Petitioner inquired about the payment forherservices, Ms. Lopezcurtly replied that she was not entitled to it because her designs did not conform to the banks policy of having a standard design, and that there was no agreement between her and the bank.[6]To settle the controversy, petitioner referred the matter to her lawyers, who wrote Ms. Lopez on May 20, 1987, demanding payment for her professional fees in the amount of P10,000.00 which Ms. Lopez ignored.Hence, on June 18, 1987, the lawyers wrote Ms. Lopez once again demanding the return of the blueprint copies petitioner submitted which Ms. Lopez refused to return.[7]On October 13, 1987, petitioner filed at the Regional Trial Court of Pasig, Branch 153 a complaint against COMBANK and Ms. Lopez for collection of professional fees and damages.[8]In its answer, COMBANK stated that there was no contract between COMBANK and petitioner;[9]that Ms. Lopez merely invited petitioner to participate in a bid for the renovation of the COMBANK Ermita Branch; that any proposal was still subject to the approval of the COMBANKs head office.[10]After due trial, on November 19, 1990, the trial court rendered a decision, the dispositive portion of which reads:WHEREFORE, premises considered, judgment is hereby rendered in favor of plaintiff and against defendants, ordering defendants jointly and severally, to pay plaintiff the following, to wit:1.P15,000.00 representing the actual and compensatory damages or at least a reasonable compensation for the services rendered based on a quantummeruit;2.P5,000.00 as attorneys fees, and P2,000.00 as litigation expenses;3.P5,000.00 as exemplary damages; and4.The cost of suit.SO ORDERED.[11]On November 29, 1990, COMBANK, and Ms. Nida Lopez, filed their notice of appeal.[12]On December 5, 1990, the trial court ordered[13]the records of the case elevated to the Court of Appeals.[14]In the appeal, COMBANK reiterated that there was no contract between petitioner, Nida Lopez and the bank.[15]Whereas, petitioner maintained that there was a perfected contract between her and the bank which was facilitated through Nida Lopez.According to petitioner there was an offer and an acceptance of the service she rendered to the bank.[16]On October 26, 1995, the Court of Appeals rendered its decision the relevant portions of which state:After going over the record of this case, including the transcribed notes taken during the course of the trial, We are convinced that the question here is not really whether the alleged contract purportedly entered into between the plaintiff and defendant Lopez is enforceable, but whether a contract even exists between the parties.Article 1318 of the Civil Code provides that 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.xxxThe defendant bank never gave its imprimatur or consent to the contract considering that the bidding or the question of renovating the ceiling of the branch office of defendant bank was deferred because the commercial bank is for sale.It is under privatization. xxxAt any rate, we find that the appellee failed to prove the allegations in her complaint. xxxWHEREFORE, premises considered, the appealed decision (dated November 19, 1990) of the Regional Trial Court (Branch 153) in Pasig (now 55238, is hereby REVERSED.No pronouncement as to costs.SO ORDERED.[17]Hence, this petition.[18]Petitioner forwards the argument that:1. The Court of Appeals erred in ruling that there was no contract between petitioner andrespondents, in the absence of the element of consent;2. The Court of Appeals erred in ruling that respondents merely invited petitioner to present her proposal;3. The Court of Appeals erred in ruling that petitioner knew that her proposal was still subject to bidding and approval of the board of directors of the bank;4. The Court of Appeals erred in reversing the decision of the trial court.We find the petition meritorious.We see that the issues raised boil down to whether or not there was a perfected contract between petitioner Jazmin Soler and respondents COMBANK and Nida Lopez, and whether or not Nida Lopez, the manager of the bank branch, had authority to bind the bank in the transaction.The discussions between petitioner and Ms. Lopez was to the effect that she had authority to engage the services of petitioner. During their meeting, she even gave petitioner specifications as to what was to be renovated in the branch premises and when petitioners requested for the blueprints of the building, Ms. Lopez supplied the same.Ms. Lopez was aware that petitioner hired the services of people to help her come up with the designs for the December, 1986 board meeting of the bank. Ms. Lopez even insisted that the designs be rushed in time for presentation to the bank.With all these discussion and transactions, it was apparent to petitioner that Ms. Lopez indeed had authority to engage the services of petitioner.The next issue is whether there was a perfected contract between petitioner and the Bank.A contract is a meeting of the minds between two persons whereby one binds himself to give something or to render some service to bind himself to give something to render some service to another for consideration.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; and 3. Cause of the obligation which is established.[19]A contract undergoes three stages:(a) preparation, conception, or generation, which is the period of negotiation and bargaining, ending at the moment of agreement of the parties;(b) perfection or birth of the contract, which is the moment when the parties come to agree on the terms of the contract; and(c) consummation or death, which is the fulfillment or performance of the terms agreed upon in the contract.[20]In the case at bar, there was a perfected oral contract. When Ms. Lopez and petitioner met in November 1986, and discussed the details of the work, the first stage of the contract commenced.When they agreed to the payment of the ten thousand pesos (P10,000.00) as professional fees of petitioner and that she should give the designs before the December 1986 board meeting of the bank, the second stage of the contract proceeded, and when finally petitioner gave the designs to Ms. Lopez, the contract was consummated.Petitioner believed that once she submitted the designs she would be paid her professional fees. Ms. Lopez assured petitioner that she would be paid.It is familiar doctrine that if a corporation knowingly permits one of its officers, or any other agent, to act within the scope of an apparent authority, it holds him out to the public as possessing the power to do those acts; and thus, the corporation will, as against anyone who has in good faith dealt with it through such agent, be estopped from denying the agents authority.[21]Also, petitioner may be paid on the basis ofquantum meruit. It is essential for the proper operation of the principle that there is an acceptance of the benefits by one sought to be charged for the services rendered under circumstances as reasonably to notify him that the lawyer performing the task was expecting to be paid compensationtherefor.The doctrine ofquantum meruitis a device to prevent undue enrichment based on the equitable postulate that it is unjust for a person to retain benefit without paying for it.[22]We note that the designs petitioner submitted to Ms. Lopez were not returned.Ms. Lopez, an officer of the bank as branch manager used such designs for presentation to the board of the bank.Thus, the designs were in fact useful to Ms. Lopez for she did not appear to the board without any designs at the time of the deadline set by the board.IN VIEW WHEREOF, the decision appealed from is REVERSED and SET ASIDE.The decision of the trial court[23]is REVIVED, REINSTATED and AFFIRMED.No costs.SO ORDERED.5. PALATTAO VS CAThis is a petition for review under Rule 45 of the Rules of Court seeking to set aside the August 29, 1997 decision[1]and the November 28, 1997 resolution[2]of the Court of Appeals[3]in CA-G.R. SP No. 40031, affirming the decision[4]of the Regional Trial Court of Caloocan City, Branch 131, in Civil Case No. C-17033 which reversed the Decision[5]of the Metropolitan Trial Court of Caloocan, Branch 53, in an ejectment suit docketed as Civil Case No. 21755.The antecedent facts are as follows: Petitioner Yolanda Palattao entered into a lease contract whereby she leased to private respondent a house and a 490-square-meter lot located in 101 Caimito Road, Caloocan City, covered by Transfer Certificate of Title No. 247536 and registered in the name of petitioner. The duration of the lease contract was for three years, commencing from January 1, 1991, to December 31, 1993, renewable at the option of the parties.The agreed monthly rental was P7,500.00 for the first year; P8,000.00 for the second year; and P8,500.00 for the third year.The contract gave respondent lessee the first option to purchase the leased property.[6]During the last year of the contract, the parties began negotiations for the sale of the leased premises to private respondent.In a letter dated April 2, 1993, petitioner offered to sell to private respondent 413.28 square meters of the leased lot at P7,800.00 per square meter, or for the total amount of P3,223,548.00.[7]Private respondent replied on April 15, 1993 wherein he informed petitioner that he shall definitely exercise [his] option [to buy] the leased property.[8]Private respondent, however, manifested his desire to buy the whole 490-square-meter leased premises and inquired from petitioner the reason why only 413.28 square meters of the leased lot were being offered for sale.In a letter dated November 6, 1993, petitioner made a final offer to sell the lot at P7,500.00 per square meter with a downpayment of 50% upon the signing of the contract of conditional sale, the balance payable in one year with a monthly lease/interest payment of P14,000.00 which must be paid on or before the fifth day of every month that the balance is still outstanding.[9]On November 7, 1993, private respondent accepted petitioners offer and reiterated his request for clarification as to the size of the lot for sale.[10]Petitioner acknowledged private respondents acceptance of the offer in his letter dated November 10, 1993.Petitioner gave private respondent on or before November 24, 1993, within which to pay the 50% downpayment in cash or managers check.Petitioner stressed that failure to pay the downpayment on the stipulated period will enable petitioner to freely sell her property to others.Petitioner likewise notified private respondent that she is no longer renewing the lease agreement upon its expiration on December 31, 1993.[11]Private respondent did not accept the terms proposed by petitioner.Neither was there any documents of sale nor payment by private respondent of the required downpayment.Private respondent wrote a letter to petitioner on November 29, 1993 manifesting his intention to exercise his option to renew their lease contract for another three years, starting January 1, 1994 to December 31, 1996.[12]This was rejected by petitioner, reiterating that she was no longer renewing the lease.Petitioner demanded that private respondent vacate the premises, but the latter refused.Hence, private respondent filed with the Regional Trial Court of Caloocan, Branch 127, a case for specific performance, docketed as Civil Case No. 16287,[13]seeking to compel petitioner to sell to him the leased property.Private respondent further prayed for the issuance of a writ of preliminary injunction to prevent petitioner from filing an ejectment case upon the expiration of the lease contract on December 31, 1993.During the proceedings in the specific performance case, the parties agreed to maintain thestatus quo.After they failed to reach an amicable settlement, petitioner filed the instant ejectment case before the Metropolitan Trial Court of Caloocan City, Branch 53.[14]In his answer,[15]private respondent alleged that he refused to vacate the leased premises because there was a perfected contract of sale of the leased property between him and petitioner.Private respondent argued that he did not abandon his option to buy the leased property and that his proposal to renew the lease was but an alternative proposal to the sale.He further contended that the filing of the ejectment case violated their agreement to maintain thestatus quo.On July 28, 1995, the Metropolitan Trial Court rendered a decision in favor of petitioner.The dispositive portion thereof states:WHEREFORE, judgment is hereby rendered in favor of the plaintiff and against the defendant, ordering the defendant and all persons claiming right under him to pay the plaintiff as follows:1.P12,000.00 per month representing reasonable monthly rental from January 1, 1994 and months thereafter until defendants shall vacate the subject premises;2.P10,000.00 representing attorneys fee;3.To pay the cost of suit.SO ORDERED.[16]On appeal, the Regional Trial Court reversed the assailed decision, disposing as follows:WHEREFORE, in view of all the foregoing, the assailed decision of the Metropolitan Trial Court, Branch 53, this City, rendered on July 28, 1995, is hereby REVERSED and SET ASIDE, with costs de officio.SO ORDERED.[17]Aggrieved, petitioner filed a petition for review with the Court of Appeals, which dismissed the petition.Likewise, the motion for reconsideration was denied on August 29, 1997.Hence, the instant petition anchored upon the following grounds:ITHE COURT OF APPEALS AND RTC, CALOOCAN CITY, BRANCH 131, ERRED IN DECLARING THAT PETITIONER IS GUILTY OF ESTOPPEL IN FILING AN EJECTMENT CASE AGAINST RESPONDENT CO.IITHE COURT OF APPEALS AND RTC, CALOOCAN CITY, BRANCH 131, ERRED IN FINDING THAT AN INJUNCTIVE SUIT WILL BAR THE FILING OF EJECTMENT CASE AGAINST RESPONDENT CO.IIITHE RTC, CALOOCAN CITY, BRANCH 131, ERRED IN DECLARING THAT THERE WAS A PERFECTED CONTRACT OF SALE BETWEEN THE PARTIES OVER THE LEASED PROPERTY.[18]The petition is impressed with merit.The Court of Appeals ruled that petitioner was estopped from filing the instant ejectment suit against private respondent by the allegedstatus quoagreement reached in the specific performance case filed by private respondent against petitioner.A reading, however, of the transcript of stenographic notes taken during the January 21, 1994 hearing discloses that the agreement to maintain thestatus quopertained only to the duration of the negotiation for an amicable settlement and was not intended to be operative until the final disposition of the specific performance case.Thus:x x xx x xx x xCourtBefore we go into the prayer for preliminary injunction and of the merit of the case I want to see if I can make the parties settle their differences.Atty. SiapanWe will in the meantime maintain the status quo on the matter pending further negotiation.CourtAs a matter of injunction, are you willing to maintain astatus quomuna[?]Atty. MendezYes, your Honor.CourtHow about Atty. Uy are you willing?Atty. UyYes, your Honor.CourtI will not issue any injunction but there will be a status quo and we will concentrate our efforts on letting the parties to(sic)negotiate and enter into an agreement.[19]x x xx x xx x xI will give you the same facts of the case. I want to settle this and not go into trial because in due time I will not finish the case, my stay here is only Acting Presiding Judge and there are other judges nominated for this sala and once the judge will be(sic)appointed then I go, let us get advantage of settling the matter.I will have your gentlemans agreement that there will be no adversarial attitude among you will(sic)never arrive at any agreement.Atty. SiapanIn the meantime, we will move for a resetting of this case your Honor.CourtAnyway, this is a gentlemans agreement that there will be no new movement but the status quo will be maintained.Atty. Siapan, Atty. Mendez & Atty. Uy.Yes, your Honor. (simultaneously(sic)in saying)[20]The foregoing agreement to maintain thestatus quopending negotiations was noted by the trial court in its January 21, 1994 Order postponing the hearing to enable the parties to arrive at an amicable settlement, to wit:Upon agreement of the parties herein for postponement of todays schedule as there might be some possibility of settling the claims herein, let the hearing today be cancelled.In the meantime this case is set for hearing on February 28, 1994 at 8:30 a.m., should the parties not arrive at any amicable settlement.[21]It is beyond cavil therefore that the preservation of thestatus quoagreed upon by the parties applied only during the period of negotiations for an amicable settlement and cannot be construed to be effective for the duration of the pendency of the specific performance case.It is a settled rule that injunction suits and specific performance cases,inter alia, will not preclude the filing of, or abate, an ejectment case.Unlawful detainer and forcible entry suits under Rule 70 are designed to summarily restore physical possession of a piece of land or building to one who has been illegally or forcibly deprived thereof, without prejudice to the settlement of the parties' opposing claims of juridical possession in appropriate proceedings.It has been held that these actions are intended to avoid disruption of public order by those who would take the law in their hands purportedly to enforce their claimed right of possession. In these cases, the issue is pure physical orde factopossession, and pronouncements made on questions of ownership are provisional in nature.[22]InWilmon Auto Supply Corporation, et al., v. Court of Appeals, et al.,[23]the issue of whether or not an ejectment case based on expiration of lease contract should be abated by an action to enforce the right of preemption or prior purchase of the leased premises was resolved in the negative.The Court outlined the following precedents:1.Injunction suits instituted in the RTC by defendants in ejectment actions in the municipal trial courts or other courts of the first level (Nacorda v. Yatco, 17 SCRA 920 [1966]) do not abate the latter; and neither do proceedings on consignation of rentals (Lim Si v. Lim, 98 Phil. 868 [1956], citing Pue, et al. v. Gonzales, 87 Phil. 81 [1950]).2.An "accion publiciana" does not suspend an ejectment suit against the plaintiff in the former (Ramirez v. Bleza, 106 SCRA 187 [1981]).3.A "writ of possession case" where ownership is concededly the principal issue before the Regional Trial Court does not preclude nor bar the execution of the judgment in an unlawful detainer suit where the only issue involved is the material possession or possessionde factoof the premises (Heirs of F. Guballa, Sr. v. C.A., et al.; etc., 168 SCRA 518 [1988]).4.An action for quieting of title to property is not a bar to an ejectment suit involving the same property (Quimpo v. de la Victoria, 46 SCRA 139 [1972]).5.Suits for specific performance with damages do not affect ejectment actions (e.g., to compel renewal of a lease contract) (Desamito v. Cuyegkeng, 18 SCRA 1184 [1966]; Rosales v. CFI, 154 SCRA 153 [1987]; Commander Realty, Inc. v. C.A., 161 SCRA 264 [1988]).6.An action for reformation of instrument (e.g., from deed of absolute sale to one of sale with pacto de retro) does not suspend an ejectment suit between the same parties (Judith v. Abragan, 66 SCRA 600 [1975]).7.An action for reconveyance of property or "accion reivindicatoria" also has no effect on ejectment suits regarding the same property (Del Rosario v. Jimenez, 8 SCRA 549 [1963]; Salinas v. Navarro, 126 SCRA 167; De la Cruz v. C.A., 133 SCRA 520 [1984]); Drilon v. Gaurana, 149 SCRA 352 [1987]; Ching v. Malaya, 153 SCRA 412 [1987]; Philippine Feeds Milling Co., Inc. v. C.A., 174 SCRA 108; Dante v. Sison, 174 SCRA 517 [1989]; Guzman v. C.A. [annulment of sale and reconveyance], 177 SCRA 604 [1989]; Demamay v. C.A., 186 SCRA 608 [1990]; Leopoldo Sy v. C.A., et al., [annulment of sale and reconveyance], G.R. No. 95818, Aug. 2, 1991).8.Neither do suits for annulment of sale, or title, or document affecting property operate to abate ejectment actions respecting the same property (Salinas v. Navarro [annulment of deed of sale with assumption of mortgage and/or to declare the same an equitable mortgage], 126 SCRA 167 [1983]; Ang Ping v. RTC [annulment of sale and title], 154 SCRA 153 [1987]; Caparros v. C.A. [annulment of title], 170 SCRA 758 [1989]; Dante v. Sison [annulment of sale with damages], 174 SCRA 517; Galgala v. Benguet Consolidated, Inc. [annulment of document], 177 SCRA 288 [1989]).The underlying reasons for the above ruling were that the actions in the Regional Trial Court did not involve physical orde factopossession, and, on not a few occasions, that the case in the Regional Trial Court was merely a ploy to delay disposition of the ejectment proceeding, or that the issues presented in the former could quite as easily be set up as defenses in the ejectment action and there resolved.Only in rare instances is suspension allowed to await the outcome of the pending civil action.InWilmon, the Court recognized thatVda. De Legaspi v. Avendao[24]was an exception to the general rule against suspension of an ejectment proceeding.[25]Thus:x x x [A]s regards the seemingly contrary ruling in Vda. de Legaspi v. Avendano, 89 SCRA 135 (1977), this Court observed in Salinas v. Navarro, 126 SCRA 167, 172-173 (1983), that the exception to the rule in this case of Vda. de Legaspi is based on strong reasons of equity not found in the present petition.The right of the petitioner is not so seriously placed in issue in the annulment case as to warrant a deviation, on equitable grounds, from the imperative nature of the rule.In the Vda. de Legaspi case, execution of the decision in the ejectment case would also have meant demolition of the premises, a factor not present in this petition.In the case at bar, the continued occupation by private respondent of the leased premises is conditioned upon his right to acquire ownership over said property.The factual milieu obtaining here, however, hardly falls within the aforecited exception as the resolution of the ejectment suit will not result in the demolition of the leased premises, as in the case ofVda. De Legaspi v. Avendao.Verily, private respondent failed to show strong reasons of equity to sustain the suspension or dismissal of the ejectment case.Argumentum a simili valet in lege.Precedents are helpful in deciding cases when they are on all fours or at least substantially identical with previous litigations.[26]Faced with the same scenario on which the general rule is founded, and finding no reason to deviate therefrom, the Court adheres to the settled jurisprudence that suits involving ownership may not be successfully pleaded in abatement of an action for ejectment.Contracts that are consensual in nature, like a contract of sale, are perfected upon mere meeting of the minds.Once there is concurrence between the offer and the acceptance upon the subject matter, consideration, and terms of payment, a contract is produced.The offer must be certain.To convert the offer into a contract, the acceptance must be absolute and must not qualify the terms of the offer; it must be plain, unequivocal, unconditional, and without variance of any sort from the proposal.A qualified acceptance, or one that involves a new proposal, constitutes a counter-offer and is a rejection of the original offer.Consequently, when something is desired which is not exactly what is proposed in the offer, such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuls the offer.[27]In the case at bar, while it is true that private respondent informed petitioner that he is accepting the latters offer to sell the leased property, it appears that they did not reach an agreement as to the extent of the lot subject of the proposed sale.This is evident from the April 15, 1993 reply-letter of private respondent to petitioner, to wit:I would like to inform you that I shall definitely exercise my option as embodied in Provision F (First Option) of our Contract of Lease dated December 21, 1990.As per agreement, my first option covers the 490 square meters site which I am currently leasing from you at 101 Caimito Road, Caloocan City.Specifically, your Transfer Certificate of Title #247536 delineates the property sizes as 492 square meters.Your offer, however, states only 413.28 square meters are for sale to me.I trust that this is merely an oversight on your part.Notwithstanding the rumors to the effect that part of the property have already been sold to other parties, I would like to believe that you still retain absolute ownership over the entire property covered by my Contract of Lease.Kindly enlighten me on this matter so that we can proceed with the negotiations for the sale of your property to me.[28]Likewise, in his November 7, 1993 reply-letter, private respondent stated that:While it is true that you first offered your property for sale to me last April 14, 1993, it is also equally true that you only correspond with me on this matter again on October 27, 1993.I answered your April 14 offer with a registered mail on April 15, 1993.In it, I stated that I am definitely exercising my first option to purchase your property in accordance with Provisions F of our Contract of Lease dated December 21, 1990.Likewise, I requested you to explain the discrepancy between the size of the property being offered for sale (413.28 square meters) as against the size stated in my option which is 492 square meters.However, I did not get any reply from you on this matter.Hence the negotiations got stalled.If anybody should be blamed for the prolonged negotiation, then surely it is not all mine alone.[29]The foregoing letters reveal that private respondent did not give his consent to buy only 413.28 square meters of the leased lot, as he desired to purchase the whole 490 square-meter-leased premises which, however, was not what was exactly proposed in petitioners offer.Clearly, therefore, private respondents acceptance of petitioners offer was not absolute, and will consequently not generate consent that would perfect a contract.Even assuming that the parties reached an agreement as to the size of the lot subject of the sale, the records show that there was subsequently a mutual withdrawal from the contract.[30]This is so because in the November 10, 1993 letter of petitioner, she gave private respondent until November 24, 1993 to pay 50% of the purchase price, with the caveat that failure to do so would authorize her to sell to others the leased premises.The period within which to pay the downpayment is a new term or a counter-offer in the contract which needs acceptance by private respondent.The latter, however, failed to pay said downpayment, or to at least manifest his conformity to the period given by petitioner.Neither did private respondent ask for an extension nor insist on the sale of the subject lot.What appears in the record is private respondents November 29, 1993 letter informing petitioner that he shall exercise or avail of the option to renew their lease contract for another three years, starting January 1, 1994 to December 31, 1996.Evidently, there was a subsequent mutual backing out from the contract of sale.Hence, private respondent cannot compel petitioner to sell the leased property to him.Considering that the lease contract was not renewed after its expiration on December 31, 1991, private respondent has no more right to continue occupying the leased premises.Consequently, his ejectment therefrom must be sustained.As to the monthly rental to be paid by private respondent from the expiration of their contract of lease until the premises is vacated, we find that the P12,000.00 awarded by the Metropolitan Trial Court must be reduced to P8,500.00, it being the highest amount of monthly rental stated in the lease contract.WHEREFORE, the petition is GRANTED.The August 29, 1997 decision and the November 28, 1997 resolution of the Court of Appeals in CA-G.R. SP No. 40031 are SET ASIDE.The Decision of the Metropolitan Trial Court of Caloocan, Branch 53, in Civil Case No. 21755 is REINSTATED subject to the modification that the monthly rental to be paid by private respondent from the date of the termination of the lease contract until the leased premises is vacated is reduced to P8,500.00.SO ORDERED.6. ABS-CBN VS CAFacts:In 1990, ABS-CBN and VIVA executed a Film Exhibition Agreement whereby VIVA gave ABS-CBN an exclusive right to exhibit some VIVA films. According to the agreement, ABS-CBN shall have the right of first refusal to the next 24 VIVA films for TV telecast under such terms as may be agreed upon by the parties, however, such right shall be exercised by ABS-CBN from the actual offer in writing.Sometime in December 1991, VIVA, through Vicente Del Rosario (Executive Producer), offered ABS-CBN through VP Charo Santos-Concio, a list of 3 film packages from which ABS-CBN may exercise its right of first refusal. ABS-CBN, however through Mrs. Concio, tick off only 10 titles they can purchase among which is the film Maging Sino Ka Man which is one of the subjects of the present case, therefore, it did not accept the said list as per the rejection letter authored by Mrs. Concio sent to Del Rosario.Subsequently, Del Rosario approached Mrs. Concio with another list consisting of 52 original movie titles and 104 re-runs, proposing to sell to ABS-CBN airing rights for P60M (P30M in cash and P30M worth of television spots). Del Rosario and ABS-CBNs General Manager, Eugenio Lopez III, met at the Tamarind Grill Restaurant in QC to discuss the package proposal but to no avail.Four days later, Del Rosario and Mr. Graciano Gozon, Senior VP of Finance of Republic Broadcasting Corporation (RBS/Channel 7) discussed the terms and conditions of VIVAs offer. A day after that, Mrs. Concio sent the draft of the contract between ABS-CBN and VIVA which contained a counter-proposal covering 53 films for P35M. VIVAs Board of Directors rejected the counter-proposal as it would not sell anything less than the package of 104 films for P60M. After said rejection, ABS-CBN closed a deal with RBS including the 14 films previously ticked off by ABS-CBN.

Consequently, ABS-CBN filed a complaint for specific performance with prayer for a writ of preliminary injunction and/or TRO against RBS, VIVA and Del Rosario. RTC then enjoined the latter from airing the subject films. RBS posted a P30M counterbond to dissolve the injunction. Later on, the trial court as well as the CA dismissed the complaint holding that there was no meeting of minds between ABS-CBN and VIVA, hence, there was no basis for ABS-CBNs demand, furthermore, the right of first refusal had previously been exercised.Hence, the present petition, ABS-CBN argued that an agreement was made during the meeting of Mr. Lopez and Del Rosario jotted down on a napkin (this was never produced in court). Moreover, it had yet to fully exercise its right of first refusal since only 10 titles were chosen from the first list. As to actual, moral and exemplary damages, there was no clear basis in awarding the same.Issue: WON a contract was perfected between ABS-CBN and VIVA and WON moral damages may be awarded to a corporationHeld: Both NO.Ratio:Contracts that are consensual in nature are perfected upon mere meeting of the minds.Once there is concurrence between the offer and the acceptance upon the subject matter, consideration, and terms of payment a contract is produced.The offer must be certain.To convert the offer into a contract, the acceptance must be absolute and must not qualify the terms of the offer; it must be plain, unequivocal, unconditional, and without variance of any sort from the proposal.A qualified acceptance, or one that involves a new proposal, constitutes a counter-offer and is a rejection of the original offer.Consequently, when something is desired which is not exactly what is proposed in the offer, such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuls the offer.After Mr. Del Rosario of Viva met Mr. Lopez of ABS-CBN to discuss the package of films, ABS-CBN, sent through Ms. Concio, counter-proposal in the form a draft contract.This counter-proposal could be nothing less than the counter-offer of Mr. Lopez during his conference with Del Rosario.Clearly, there was no acceptance of VIVAs offer, for it was met by a counter-offer which substantially varied the terms of the offer.In the case at bar, VIVA through its Board of Directors, rejected such counter-offer.Even if it be concededarguendothat Del Rosario had accepted the counter-offer, the acceptance did not bind VIVA, as there was no proof whatsoever that Del Rosario had the specific authority to do so.Under the Corporation Code,unless otherwise provided by said Code, corporate powers, such as the power to enter into contracts, are exercised by the Board of Directors.However, the Board may delegate such powers to either an executive committee or officials or contracted managers.The delegation, except for the executive committee, must be for specific purposes. Delegation to officers makes the latter agents of the corporation; accordingly, the general rules of agency as to the binding effects of their acts would apply. For such officers to be deemed fully clothed by the corporation to exercise a power of the Board, the latter must specially authorize them to do so.That Del Rosario did not have the authority to accept ABS-CBNs counter-offer was best evidenced by his submission of the draft contract to VIVAs Board of Directors for the latters approval.In any event, there was between Del Rosario and Lopez III no meeting of minds.The testimony of Mr. Lopez and the allegations in the complaint are clear admissions that what was supposed to have been agreed upon at the Tamarind Grill between Mr. Lopez and Del Rosario was not a binding agreement.It is as it should be because corporate power to enter into a contract is lodged in the Board of Directors.(Sec. 23, Corporation Code).Without such board approval by the Viva board, whatever agreement Lopez and Del Rosario arrived at could not ripen into a valid contact binding upon Viva. However, the Court find for ABS-CBN on the issue of damages. Moral damages are in the category of an award designed to compensate the claimant for actual injury suffered and not to impose a penalty on the wrongdoer. The award of moral damages cannot be granted in favor of a corporation because, being anartificial person and having existence only in legal contemplation, it has no feelings, no emotions, no senses.It cannot, therefore, experience physical suffering and mental anguish, which can be experienced only by one having a nervous system. The statement that a corporation may recover moral damages if it has a good reputation that is debased, resulting in social humiliation is anobiter dictum.On this score alone the award for damages must be set aside, since RBS is a corporation.7) LIMSON VS CAFiled under Rule 45 of the Rules of Court this Petition for Review on Certiorari seeks to review, reverse and set aside the Decision[1] of the Court of Appeals dated 18 May 1998 reversing that of the Regional Trial Court dated 30 June 1993. The petition likewise assails the Resolution[2] of the appellate court of 19 October 1998 denying petitioners Motion for Reconsideration.Petitioner Lourdes Ong Limson, in her 14 May 1979 Complaint filed before the trial court,[3] alleged that in July 1978 respondent spouses Lorenzo de Vera and Asuncion Santos-de Vera, through their agent Marcosa Sanchez, offered to sell to petitioner a parcel of land consisting of 48,260 square meters, more or less, situated in Barrio San Dionisio, Paraaque, Metro Manila; that respondent spouses informed her that they were the owners of the subject property; that on 31 July 1978 she agreed to buy the property at the price of P34.00 per square meter and gave the sum of P20,000.00 to respondent spouses as "earnest money;" that respondent spouses signed a receipt therefor and gave her a 10-day option period to purchase the property; that respondent Lorenzo de Vera then informed her that the subject property was mortgaged to Emilio Ramos and Isidro Ramos; that respondent Lorenzo de Vera asked her to pay the balance of the purchase price to enable him and his wife to settle their obligation with the Ramoses.Petitioner also averred that she agreed to meet respondent spouses and the Ramoses on 5 August 1978 at the Office of the Registry of Deeds of Makati, Metro Manila, to consummate the transaction but due to the failure of respondent Asuncion Santos-de Vera and the Ramoses to appear, no transaction was formalized. In a second meeting scheduled on 11 August 1978 she claimed that she was willing and ready to pay the balance of the purchase price but the transaction again did not materialize as respondent spouses failed to pay the back taxes of subject property. Subsequently, on 23 August 1978 petitioner allegedly gave respondent Lorenzo de Vera three (3) checks in the total amount of P36,170.00 for the settlement of the back taxes of the property and for the payment of the quitclaims of the three (3) tenants of subject land. The amount was purportedly considered part of the purchase price and respondent Lorenzo de Vera signed the receipts therefor.Petitioner alleged that on 5 September 1978 she was surprised to learn from the agent of respondent spouses that the property was the subject of a negotiation for the sale to respondent Sunvar Realty Development Corporation (SUNVAR) represented by respondent Tomas Cuenca, Jr. On 15 September 1978 petitioner discovered that although respondent spouses purchased the property from the Ramoses on 20 March 1970 it was only on 15 September 1978 that TCT No. S-72946 covering the property was issued to respondent spouses. As a consequence, she filed on the same day an Affidavit of Adverse Claim with the Office of the Registry of Deeds of Makati, Metro Manila, which was annotated on TCT No. S-72946. She also claimed that on the same day she informed respondent Cuenca of her "contract" to purchase the property.The Deed of Sale between respondent spouses and respondent SUNVAR was executed on 15 September 1978 and TCT No. S-72377 was issued in favor of the latter on 26 September 1978 with the Adverse Claim of petitioner annotated thereon. Petitioner claimed that when respondent spouses sold the property in dispute to SUNVAR, her valid and legal right to purchase it was ignored if not violated. Moreover, she maintained that SUNVAR was in bad faith as it knew of her "contract" to purchase the subject property from respondent spouses.Finally, for the alleged unlawful and unjust acts of respondent spouses, which caused her damage, prejudice and injury, petitioner claimed that the Deed of Sale, should be annuled and TCT No. S-72377 in the name of respondent SUNVAR canceled and TCT No. S-72946 restored. She also insisted that a Deed of Sale between her and respondent spouses be now executed upon her payment of the balance of the purchase price agreed upon, plus damages and attorneys fees.In their Answer[4] respondent spouses maintained that petitioner had no sufficient cause of action against them; that she was not the real party in interest; that the option to buy the property had long expired; that there was no perfected contract to sell between them; and, that petitioner had no legal capacity to sue. Additionally, respondent spouses claimed actual, moral and exemplary damages, and attorneys fees against petitioner.On the other hand, respondents SUNVAR and Cuenca, in their Answer,[5] alleged that petitioner was not the proper party in interest and/or had no cause of action against them. But, even assuming that petitioner was the proper party in interest, they claimed that she could only be entitled to the return of any amount received by respondent spouses. In the alternative, they argued that petitioner had lost her option to buy the property for failure to comply with the terms and conditions of the agreement as embodied in the receipt issued therefor. Moreover, they contended that at the time of the execution of the Deed of Sale and the payment of consideration to respondent spouses, they "did not know nor was informed" of petitioners interest or claim over the subject property. They claimed furthermore that it was only after the signing of the Deed of Sale and the payment of the corresponding amounts to respondent spouses that they came to know of the claim of petitioner as it was only then that they were furnished copy of the title to the property where the Adverse Claim of petitioner was annotated. Consequently, they also instituted a Cross-Claim against respondent spouses for bad faith in encouraging the negotiations between them without telling them of the claim of petitioner. The same respondents maintained that had they known of the claim of petitioner, they would not have initiated negotiations with respondent spouses for the purchase of the property. Thus, they prayed for reimbursement of all amounts and monies received from them by respondent spouses, attorneys fees and expenses for litigation in the event that the trial court should annul the Deed of Sale and deprive them of their ownership and possession of the subject land.In their Answer to the Cross-Claim[6] of respondents SUNVAR and Cuenca, respondent spouses insisted that they negotiated with the former only after the expiration of the option period given to petitioner and her failure to comply with her commitments thereunder. Respondent spouses contended that they acted legally and validly, in all honesty and good faith. According to them, respondent SUNVAR made a verification of the title with the Office of the Register of Deeds of Metro Manila District IV before the execution of the Deed of Absolute Sale. Also, they claimed that the Cross-Claim was barred by a written waiver executed by respondent SUNVAR in their favor. Thus, respondent spouses prayed for actual damages for the unjustified filing of the Cross-Claim, moral damages for the mental anguish and similar injuries they suffered by reason thereof, exemplary damages "to prevent others from emulating the bad example" of respondents SUNVAR and Cuenca, plus attorneys fees.After a protracted trial and reconstitution of the court records due to the fire that razed the Pasay City Hall on 18 January 1992, the Regional Trial Court rendered its 30 June 1993 Decision[7] in favor of petitioner. It ordered (a) the annulment and rescission of the Deed of Absolute Sale executed on 15 September 1978 by respondent spouses in favor of respondent SUNVAR; (b) the cancellation and revocation of TCT No. S-75377 of the Registry of Deeds, Makati, Metro Manila, issued in the name of respondent Sunvar Realty Development Corporation, and the restoration or reinstatement of TCT No. S-72946 of the same Registry issued in the name of respondent spouses; (c) respondent spouses to execute a deed of sale conveying ownership of the property covered by TCT No. S-72946 in favor of petitioner upon her payment of the balance of the purchase price agreed upon; and, (d) respondent spouses to pay petitioner P50,000.00 as and for attorneys fees, and to pay the costs.On appeal, the Court of Appeals completely reversed the decision of the trial court. It ordered (a) the Register of Deeds of Makati City to lift the Adverse Claim and such other encumbrances petitioner might have filed or caused to be annotated on TCT No. S-75377; and, (b) petitioner to pay (1) respondent SUNVAR P50,000.00 as nominal damages, P30,000.00 as exemplary damages and P20,000 as attorneys fees; (2) respondent spouses, P15,000.00 as nominal damages, P10,000.00 as exemplary damages and P10,000.00 as attorneys fees; and, (3) the costs.Petitioner timely filed a Motion for Reconsideration which was denied by the Court of Appeals on 19 October 1998. Hence, this petition.At issue for resolution by the Court is the nature of the contract entered into between petitioner Lourdes Ong Limson on one hand, and respondent spouses Lorenzo de Vera and Asuncion Santos-de Vera on the other.The main argument of petitioner is that there was a perfected contract to sell between her and respondent spouses. On the other hand, respondent spouses and respondents SUNVAR and Cuenca argue that what was perfected between petitioner and respondent spouses was a mere option.A scrutiny of the facts as well as the evidence of the parties overwhelmingly leads to the conclusion that the agreement between the parties was a contract of option and not a contract to sell.An option, as used in the law of sales, is a continuing offer or contract by which the owner stipulates with another that the latter shall have the right to buy the property at a fixed price within a time certain, or under, or in compliance with, certain terms and conditions, or which gives to the owner of the property the right to sell or demand a sale. It is also sometimes called an "unaccepted offer." An option is not of itself a purchase, but merely secures the privilege to buy.[8] It is not a sale of property but a sale of the right to purchase.[9] It is simply a contract by which the owner of property agrees with another person that he shall have the right to buy his property at a fixed price within a certain time. He does not sell his land; he does not then agree to sell it; but he does sell something, i.e., the right or privilege to buy at the election or option of the other party.[10] Its distinguishing characteristic is that it imposes no binding obligation on the person holding the option, aside from the consideration for the offer. Until acceptance, it is not, properly speaking, a contract, and does not vest, transfer, or agree to transfer, any title to, or any interest or right in the subject matter, but is merely a contract by which the owner of the property gives the optionee the right or privilege of accepting the offer and buying the property on certain terms.[11]On the other hand, a contract, like a contract to sell, involves the meeting of minds between two persons whereby one binds himself, with respect to the other, to give something or to render some service.[12] Contracts, in general, are perfected by mere consent,[13] which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute.[14]The Receipt[15] that contains the contract between petitioner and respondent spouses provides Received from Lourdes Limson the sum of Twenty Thousand Pesos (P20,000.00) under Check No. 22391 dated July 31, 1978 as earnest money with option to purchase a parcel of land owned by Lorenzo de Vera located at Barrio San Dionisio, Municipality of Paraaque, Province of Rizal with an area of forty eight thousand two hundred sixty square meters more or less at the price of Thirty Four Pesos (P34.00)[16] cash subject to the condition and stipulation that have been agreed upon by the buyer and me which will form part of the receipt. Should the transaction of the property not materialize not on the fault of the buyer, I obligate myself to return the full amount of P20,000.00 earnest money with option to buy or forfeit on the fault of the buyer. I guarantee to notify the buyer Lourdes Limson or her representative and get her conformity should I sell or encumber this property to a third person. This option to buy is good within ten (10) days until the absolute deed of sale is finally signed by the parties or the failure of the buyer to comply with the terms of the option to buy as herein attached.In the interpretation of contracts, the ascertainment of the intention of the contracting parties is to be discharged by looking to the words they used to project that intention in their contract, all the words, not just a particular word or two, and words in context, not words standing alone.[17] The above Receipt readily shows that respondent spouses and petitioner only entered into a contract of option; a contract by which respondent spouses agreed with petitioner that the latter shall have the right to buy the formers property at a fixed price of P34.00 per square meter within ten (10) days from 31 July 1978. Respondent spouses did not sell their property; they did not also agree to sell it; but they sold something, i.e., the privilege to buy at the election or option of petitioner. The agreement imposed no binding obligation on petitioner, aside from the consideration for the offer.The consideration of P20,000.00 paid by petitioner to respondent spouses was referred to as "earnest money." However, a careful examination of the words used indicates that the money is not earnest money but option money. "Earnest money" and "option money" are not the same but distinguished thus: (a) earnest money is part of the purchase price, while option money is the money given as a distinct consideration for an option contract; (b) earnest money is given only where there is already a sale, while option money applies to a sale not yet perfected; and, (c) when earnest money is given, the buyer is bound to pay the balance, while when the would-be buyer gives option money, he is not required to buy,[18] but may even forfeit it depending on the terms of the option.

There is nothing in the Receipt which indicates that the P20,000.00 was part of the purchase price. Moreover, it was not shown that there was a perfected sale between the parties where earnest money was given. Finally, when petitioner gave the "earnest money," the Receipt did not reveal that she was bound to pay the balance of the purchase price. In fact, she could even forfeit the money given if the terms of the option were not met. Thus, the P20,000.00 could only be money given as consideration for the option contract. That the contract between the parties is one of option is buttressed by the provision therein that should the transaction of the property not materialize without fault of petitioner as buyer, respondent Lorenzo de Vera obligates himself to return the full amount of P20,000.00 "earnest money" with option to buy or forfeit the same on the fault of petitioner. It is further bolstered by the provision therein that guarantees petitioner that she or her representative would be notified in case the subject property was sold or encumbered to a third person. Finally, the Receipt provided for a period within which the option to buy was to be exercised, i.e., "within ten (10) days" from 31 July 1978.Doubtless, the agreement between respondent spouses and petitioner was an "option contract" or what is sometimes called an "unaccepted offer." During the option period the agreement was not converted into a bilateral promise to sell and to buy where both respondent spouses and petitioner were then reciprocally bound to comply with their respective undertakings as petitioner did not timely, affirmatively and clearly accept the offer of respondent spouses.The rule is that except where a formal acceptance is not required, although the acceptance must be affirmatively and clearly made and evidenced by some acts or conduct communicated to the offeror, it may be made either in a formal or an informal manner, and may be shown by acts, conduct or words by the accepting party that clearly manifest a present intention or determination to accept the offer to buy or sell. But there is nothing in the acts, conduct or words of petitioner that clearly manifest a present intention or determination to accept the offer to buy the property of respondent spouses within the 10-day option period. The only occasion within the option period when petitioner could have demonstrated her acceptance was on 5 August 1978 when, according to her, she agreed to meet respondent spouses and the Ramoses at the Office of the Register of Deeds of Makati. Petitioners agreement to meet with respondent spouses presupposes an invitation from the latter, which only emphasizes their persistence in offering the property to the former. But whether that showed acceptance by petitioner of the offer is hazy and dubious.On or before 10 August 1978, the last day of the option period, no affirmative or clear manifestation was made by petitioner to accept the offer. Certainly, there was no concurrence of private respondent spouses offer and petitioners acceptance thereof within the option period. Consequently, there was no perfected contract to sell between the parties.On 11 August 1978 the option period expired and the exclusive right of petitioner to buy the property of respondent spouses ceased. The subsequent meetings and negotiations, specifically on 11 and 23 August 1978, between the parties only showed the desire of respondent spouses to sell their property to petitioner. Also, on 14 September 1978 when respondent spouses sent a telegram to petitioner demanding full payment of the purchase price on even date simply demonstrated an inclination to give her preference to buy subject property. Collectively, these instances did not indicate that petitioner still had the exclusive right to purchase subject property. Verily, the commencement of negotiations between respondent spouses and respondent SUNVAR clearly manifested that their offer to sell subject property to petitioner was no longer exclusive to her.We cannot subscribe to the argument of petitioner that respondent spouses extended the option period when they extended the authority of their agent until 31 August 1978. The extension of the contract of agency could not operate to extend the option period between the parties in the instant case. The extension must not be implied but categorical and must show the clear intention of the parties.As to whether respondent spouses were at fault for the non-consummation of their contract with petitioner, we agree with the appellate court that they were not to be blamed. First, within the option period, or on 4 August 1978, it was respondent spouses and not petitioner who initiated the meeting at the Office of the Register of Deeds of Makati. Second, that the Ramoses failed to appear on 4 August 1978 was beyond the control of respondent spouses. Third, the succeeding meetings that transpired to consummate the contract were all beyond the option period and, as declared by the Court of Appeals, the question of who was at fault was already immaterial. Fourth, even assuming that the meetings were within the option period, the presence of petitioner was not enough as she was not even prepared to pay the purchase price in cash as agreed upon. Finally, even without the presence of the Ramoses, petitioner could have easily made the necessary payment in cash as the price of the property was already set at P34.00 per square meter and payment of the mortgage could very well be left to respondent spouses.

Petitioner further claims that when respondent spouses sent her a telegram demanding full payment of the purchase price on 14 September 1978 it was an acknowledgment of their contract to sell, thus denying them the right to claim otherwise.We do not agree. As explained above, there was no contract to sell between petitioner and respondent spouses to speak of. Verily, the telegram could not operate to estop them from claiming that there was such contract between them and petitioner. Neither could it mean that respondent spouses extended the option period. The telegram only showed that respondent spouses were willing to give petitioner a chance to buy subject property even if it was no longer exclusive.The option period having expired and acceptance was not effectively made by petitioner, the purchase of subject property by respondent SUNVAR was perfectly valid and entered into in good faith. Petitioner claims that in August 1978 Hermigildo Sanchez, the son of respondent spouses agent, Marcosa Sanchez, informed Marixi Prieto, a member of the Board of Directors of respondent SUNVAR, that the property was already sold to petitioner. Also, petitioner maintains that on 5 September 1978 respondent Cuenca met with her and offered to buy the property from her at P45.00 per square meter. Petitioner contends that these incidents, including the annotation of her Adverse Claim on the title of subject property on 15 September 1978 show that respondent SUNVAR was aware of the perfected sale between her and respondent spouses, thus making respondent SUNVAR a buyer in bad faith.Petitioner is not correct. The dates mentioned, at least 5 and 15 September 1978, are immaterial as they were beyond the option period given to petitioner. On the other hand, the referral to sometime in August 1978 in the testimony of Hermigildo Sanchez as emphasized by petitioner in her petition is very vague. It could be within or beyond the option period. Clearly then, even assuming that the meeting with Marixi Prieto actually transpired, it could not necessarily mean that she knew of the agreement between petitioner and respondent spouses for the purchase of subject property as the meeting could have occurred beyond the option period. In which case, no bad faith could be attributed to respondent SUNVAR. If, on the other hand, the meeting was within the option period, petitioner was remiss in her duty to prove so. Necessarily, we are left with the conclusion that respondent SUNVAR bought subject property from respondent spouses in good faith, for value and without knowledge of any flaw or defect in its title.The appellate court awarded nominal and exemplary damages plus attorneys fees to respondent spouses and respondent SUNVAR. But nominal damages are adjudicated to vindicate or recognize the right of the plaintiff that has been violated or invaded by the defendant.[19] In the instant case, the Court recognizes the rights of all the parties and finds no violation or invasion of the rights of respondents by petitioner. Petitioner, in filing her complaint, only seeks relief, in good faith, for what she believes she was entitled to and should not be made to suffer therefor. Neither should exemplary damages be awarded to respondents as they are imposed only by way of example or correction for the public good and only in addition to the moral, temperate, liquidated or compensatory damages.[20] No such kinds of damages were awarded by the Court of Appeals, only nominal, which was not justified in this case. Finally, attorneys fees could not also be recovered as the Court does not deem it just and equitable under the circumstances.WHEREFORE, the petition is DENIED. The Decision of the Court of Appeals ordering the Register of Deeds of Makati City to lift the adverse claim and such other encumbrances petitioner Lourdes Ong Limson may have filed or caused to be annotated on TCT No. S-75377 is AFFIRMED, with the MODIFICATION that the award of nominal and exemplary damages as well as attorneys fees is DELETED.SO ORDERED.

8) Villanueva v. Philippine National BankThe Petition for Review on Certiorari under Rule 45 before this Court assails the January 29, 2002 Decision[1] and June 27, 2002 Resolution[2] of the Court of Appeals (CA) in CA-G.R. CV No. 52008[3] which reversed and set aside the September 14, 1995 Decision[4] of the Regional Trial Court, Branch 22, General Santos City (RTC) in Civil Case No. 4553.As culled from the records, the facts are as follows: The Special Assets Management Department (SAMD) of the Philippine National Bank (PNB) issued an advertisement for the sale thru bidding of certain PNB properties in Calumpang, General Santos City, including Lot No. 17, covered by TCT No. T-15042, consisting of 22,780 square meters, with an advertised floor price of P1,409,000.00, and Lot No. 19, covered by TCT No. T-15036, consisting of 41,190 square meters, with an advertised floor price of P2,268,000.00.[5] Bidding was subject to the following conditions: 1) that cash bids be submitted not later than April 27, 1989; 2) that said bids be accompanied by a 10% deposit in managers or cashiers check; and 3) that all acceptable bids be subject to approval by PNB authorities. In a June 28, 1990 letter[6] to the Manager, PNB-General Santos Branch, Reynaldo Villanueva (Villanueva) offered to purchase Lot Nos. 17 and 19 for P3,677,000.00. He also manifested that he was depositing P400,000.00 to show his good faith but with the understanding that said amount may be treated as part of the payment of the purchase price only when his offer is accepted by PNB. At the bottom of said letter there appears an unsigned marginal note stating that P400,000.00 was deposited into Villanuevas account (Savings Account No. 43612) with PNB-General Santos Branch. [7] PNB-General Santos Branch forwarded the June 28, 1990 letter of Villanueva to Ramon Guevara (Guevara), Vice President, SAMD.[8] On July 6, 1990, Guevara informed Villanueva that only Lot No. 19 is available and that the asking price therefor is P2,883,300.00.[9] Guevara further wrote:If our quoted price is acceptable to you, please submit a revised offer to purchase. Sale shall be subject to our Board of Directors approval and to other terms and conditions imposed by the Bank on sale of acquired assets. [10] (Emphasis ours)Instead of submitting a revised offer, Villanueva merely inserted at the bottom of Guevaras letter a July 11, 1990 marginal note, which reads:C O N F O R M E: PRICE OF P2,883,300.00 (downpayment of P600,000.00 and the balance payable in two (2) years at quarterly amortizations.) [11] Villanueva paid P200,000.00 to PNB which issued O.R. No. 16997 to acknowledge receipt of the partial payment deposit on offer to purchase.[12] On the dorsal portion of Official Receipt No. 16997, Villanueva signed a typewritten note, stating: This is a deposit made to show the sincerity of my purchase offer with the understanding that it shall be returned without interest if my offer is not favorably considered or be forfeited if my offer is approved but I fail/refuse to push through the purchase.[13]Also, on July 24, 1990, P380,000.00 was debited from Villanuevas Savings Account No. 43612 and credited to SAMD.[14] On October 11, 1990, however, Guevara wrote Villanueva that, upon orders of the PNB Board of Directors to conduct another appraisal and public bidding of Lot No. 19, SAMD is deferring negotiations with him over said property and returning his deposit of P580,000.00.[15] Undaunted, Villanueva attempted to deliver postdated checks covering the balance of the purchase price but PNB refused the same.Hence, Villanueva filed with the RTC a Complaint[16] for specific performance and damages against PNB. In its September 14, 1995 Decision, the RTC granted the Complaint, thus: WHEREFORE, judgment is rendered in favor of the plaintiff and against the defendant directing it to do the following: 1. To execute a deed of sale in favor of the plaintiff over Lot 19 comprising 41,190 square meters situated at Calumpang, General Santos City covered by TCT No. T-15036 after payment of the balance in cash in the amount of P2,303,300.00; 2. To pay the plaintiff P1,000,000.00 as moral damages; P500,000.00 as attorneys fees, plus litigation expenses and costs of the suit. SO ORDERED.[17] The RTC anchored its judgment on the finding that there existed a perfected contract of sale between PNB and Villanueva. It found: The following facts are either admitted or undisputed: x x x The defendant through Vice-President Guevara negotiated with the plaintiff in connection with the offer of the plaintiff to buy Lots 17 & 19. The offer of plaintiff to buy, however, was accepted by the defendant only insofar as Lot 19 is concerned as exemplified by its letter dated July 6, 1990 where the plaintiff signified his concurrence after conferring with the defendants vice-president. The conformity of the plaintiff was typewritten by the defendants own people where the plaintiff accepted the price of P2,883,300.00. The defendant also issued a receipt to the plaintiff on the same day when the plaintiff paid the amount of P200,000.00 to complete the downpayment of P600,000.00 (Exhibit F & Exhibit I). With this development, the plaintiff was also given the go signal by the defendant to improve Lot 19 because it was already in effect sold to him and because of that the defendant fenced the lot and completed his two houses on the property.[18] The RTC also pointed out that Villanuevas P580,000.00 downpayment was actually in the nature of earnest money acceptance of which by PNB signified that there was already a sale.[19] The RTC further cited contemporaneous acts of PNB purportedly indicating that, as early as July 25, 1990, it considered Lot 19 already sold, as shown by Guevaras July 25, 1990 letter (Exh. H)[20] to another interested buyer. PNB appealed to the CA which reversed and set aside the September 14, 1995 RTC Decision, thus: WHEREFORE, the appealed decision is REVERSED and SET ASIDE and another rendered DISMISSING the complaint. SO ORDERED.[21] According to the CA, there was no perfected contract of sale because the July 6, 1990 letter of Guevara constituted a qualified acceptance of the June 28, 1990 offer of Villanueva, and to which Villanueva replied on July 11, 1990 with a modified offer. The CA held: In the case at bench, consent, in respect to the price and manner of its payment, is lacking. The record shows that appellant, thru Guevaras July 6, 1990 letter, made a qualified acceptance of appellees letter-offer dated June 28, 1990 by imposing an asking price of P2,883,300.00 in cash for Lot 19. The letter dated July 6, 1990 constituted a counter-offer (Art. 1319, Civil Code), to which appellee made a new proposal, i.e., to pay the amount of P2,883,300.00 in staggered amounts, that is, P600,000.00 as downpayment and the balance within two years in quarterly amortizations. A qualified acceptance, or one that involves a new proposal, constitutes a counter-offer and a rejection of the original offer (Art. 1319, id.). Consequently, when something is desired which is not exactly what is proposed in the offer, such acceptance is not sufficient to generate consent because any modification or variation from the terms of the offer annuls the offer (Tolentino, Commentaries and Jurisprudence on the Civil Code of the Philippines, 6th ed., 1996, p. 450, cited in ABS-CBN Broadcasting Corporation v. Court of Appeals, et al., 301 SCRA 572). Appellees new proposal, which constitutes a counter-offer, was not accepted by appellant, its board having decided to have Lot 19 reappraised and sold thru public bidding. Moreover, it was clearly stated in Guevaras July 6, 1990 letter that the sale shall be subject to our Board of Directors approval and to other terms and conditions imposed by the Bank on sale of acquired assets.[22] Villanuevas Motion for Reconsideration[23] was denied by the CA in its Resolution of June 27, 2002. Petitioner Villanueva now assails before this Court the January 29, 2002 Decision and June 27, 2002 Resolution of the CA. He assigns five issues which may be condensed into two: first, whether a perfected contract of sale exists between petitioner and respondent PNB; and second, whether the conduct and actuation of respondent constitutes bad faith as to entitle petitioner to moral and exemplary damages and attorneys fees. The Court sustains the CA on both issues. Contracts of sale are perfected by mutual consent whereby the seller obligates himself, for a price certain, to deliver and transfer ownership of a specified thing or right to the buyer over which the latter agrees.[24] Mutual consent being a state of mind, its existence may only be inferred from the confluence of two acts of the parties: an offer certain as to the object of the contract and its consideration, and an acceptance of the offer which is absolute in that it refers to the exact object and consideration embodied in said offer.[25] While it is impossible to expect the acceptance to echo every nuance of the offer, it is imperative that it assents to those points in the offer which, under the operative facts of each contract, are not only material but motivating as well. Anything short of that level of mutuality produces not a contract but a mere counter-offer awaiting acceptance.[26] More particularly on the matter of the consideration of the contract, the offer and its acceptance must be unanimous both on the rate of the payment and on its term. An acceptance of an offer which agrees to the rate but varies the term is ineffective. [27] To determine whether there was mutual consent between the parties herein, it is necessary to retrace each offer and acceptance they made. Respondent began with an invitation to bid issued in April 1989 covering several of its acquired assets in Calumpang, General Santos City, including Lot No. 19 for which the floor price was P2,268,000.00. The offer was subject to the condition that sealed bids, accompanied by a 10% deposit in managers or cashiers check, be submitted not later than 10 oclock in the morning of April 27, 1989. On June 28, 1990, petitioner made an offer to buy Lot No. 17 and Lot No. 19 for an aggregate price of P3,677,000.00. It is noted that this offer exactly corresponded to the April 1989 invitation to bid issued by respondent in that the proposed aggregate purchase price for Lot Nos. 17 and 19 matched the advertised floor prices for the same properties. However, it cannot be said that the June 28, 1990 letter of petitioner was an effective acceptance of the April 1989 invitation to bid for, by its express terms, said invitation lapsed on April 27, 1989.[28] More than that, the April 1989 invitation was subject to the condition that all sealed bids submitted and accepted be approved by respondents higher authorities. Thus, the June 28, 1990 letter of petitioner was an offer to buy independent of the April 1989 invitation to bid. It was a definite offer as it identified with certainty the properties sought to be purchased and fixed the contract price.However, respondent replied to the June 28, 1990 offer with a July 6, 1990 letter that only Lot No. 19 is available and that the price therefor is now P2,883,300.00. As the CA pointed out, this reply was certainly not an acceptance of the June 28, 1990 offer but a mere counter-offer. It deviated from the original offer on three material points: first, the object of the proposed sale is now only Lot No. 19 rather than Lot Nos. 17 and 19; second, the area of the property to be sold is still 41,190 sq. m but an 8,797-sq. m portion is now part of a public road; and third, the consideration is P2,883,300 for one lot rather than P3,677,000.00 for two lots. More important, this July 6, 1990 counter-offer imposed two conditions: one, that petitioner submit a revised offer to purchase based on the quoted price; and two, that the sale of the property be approved by the Board of Directors and subjected to other terms and conditions imposed by the Bank on the sale of acquired assets. In reply to the July 6, 1990 counter-offer, petitioner signed his July 11, 1990 conformity to the quoted price of P2,883,300.00 but inserted the term downpayment of P600,000.00 and the balance payable in two years at quarterly amortization. The CA viewed this July 11, 1990 conformity not as an acceptance of the July 6, 1990 counter-offer but a further counter-offer for, while petitioner accepted the P2,883,300.00 price for Lot No. 19, he qualified his acceptance by proposing a two-year payment term.Petitioner does not directly impugn such reasoning of the CA. He merely questions it for taking up the issue of whether his July 11, 1990 conformity modified the July 6, 1990 counter-offer as this was allegedly never raised during the trial nor on appeal.[29] Such argument is not well taken. From beginning to end, respondent denied that a contract of sale with petitioner was ever perfected.[30] Its defense was broad enough to encompass every issue relating to the concurrence of the elements of contract, specifically on whether it consented to the object of the sale and its consideration. There was nothing to prevent the CA from inquiring into the offers and counter-offers of the parties to determine whether there was indeed a perfected contract between them.Moreover, there is merit in the ruling of the CA that the July 11, 1990 marginal note was a further counter-offer which did not lead to the perfection of a contract of sale between the parties. Petitioners own June 28, 1990 offer quoted the price of P3,677,000.00 for two lots but was silent on the term of payment. Respondents July 6, 1990 counter-offer quoted the price of P2,833,300.00 and was also silent on the term of payment. Up to that point, the term or schedule of payment was not on the negotiation table. Thus, when petitioner suddenly introduced a term of payment in his July 11, 1990 counter-offer, he interjected into the negotiations a new substantial matter on which the parties had no prior discussion and over which they must yet agree.[31] Petitioners July 11, 1990 counter-offer, therefore, did not usher the parties beyond the negotiation stage of contract making towards its perfection. He made a counter-offer that required acceptance by respondent.As it were, respondent, through its Board of Directors, did not accept this last counter-offer. As stated in its October 11, 1990 letter to petitioner, respondent ordered the reappraisal of the property, in clear repudiation not only of the proposed price but also the term of payment thereof.Petitioner insists, however, that the October 11, 1990 repudiation was belated as respondent had already agreed to his July 11, 1990 counter-offer when it accepted his downpayment or earnest money of P580,000.00.[32] He cites Article 1482 of the Civil Code where it says that acceptance of downpayment or earnest money presupposes the perfection of a contract.Not so. Acceptance of petitioners payments did not amount to an implied acceptance of his last counter-offer.To begin with, PNB-General Santos Branch, which accepted petitioners P380,000.00 payment, and PNB-SAMD, which accepted his P200,000.00 payment, had no authority to bind respondent to a contract of sale with petitioner.[33] Petitioner is well aware of this. To recall, petitioner sent his June 28, 1990 offer to PNB-General Santos Branch. Said branch did not act on his offer except to endorse it to Guevarra. Thereafter, petitioner transacted directly with Guevarra. Petitioner then cannot pretend that PNB-General Santos Branch had authority to accept his July 11, 1990 counter-offer by merely accepting his P380,000.00 payment.Neither did SAMD have authority to bind PNB. In its April 1989 invitation to bid, as well as its July 6, 1990 counter-offer, SAMD was always careful to emphasize that whatever offer is made and entertained will be subject to the approval of respondents higher authorities. This is a reasonable disclaimer considering the corporate nature of respondent. [34] Moreover, petitioners payment of P200,000.00 was with the clear understanding that his July 11, 1990 counter-offer was still subject to approval by respondent. This is borne out by respondents Exhibits 2-a and 2-b, which petitioner never controverted, where it appears on the dorsal portion of O.R. No. 16997 that petitioner acceded that the amount he paid was a mere x x x deposit made to show the sincerity of [his] purchase offer with the understanding that it shall be returned without interest if [his] offer is not favorably considered x x x.[35] This was a clear acknowledgment on his part that there was yet no perfected contract with respondent and that even with the payments he had advanced, his July 11, 1990 counter-offer was still subject to consideration by respondent. Not only that, in the same Exh. 2-a as well as in his June 28, 1990 offer, petitioner referred to his payments as mere deposits. Even O.R. No. 16997 refers to petitioners payment as mere deposit. It is only in the debit notice issued by PNB-General Santos Branch where petitioners payment is referred to as downpayment. But then, as we said, PNB-General Santos Branch has no authority to bind respondent by its interpretation of the nature of the payment made by petitioner. In sum, the amounts paid by petitioner were not in the nature of downpayment or earnest money but were mere deposits or proof of his interest in the purchase of Lot No. 19. Acceptance of said amounts by respondent does not presuppose perfection of any contract.[36] It must be noted that petitioner has expressly admitted that he had withdrawn the entire amount of P580,000.00 deposit from PNB-General Santos Branch.[37] With the foregoing disquisition, the Court foregoes resolution of the second issue as it is evident that respondent acted well within its rights when it rejected the last counter-offer of petitioner.In fine, petitioners petition lacks merit. WHEREFORE, the petition is DENIED. The Decision dated January 29, 2002 and Resolution dated June 27, 2002 of the Court of Appeals are AFFIRMED. No costs.SO ORDERED