Republic of the Philippines

SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 74470 March 8, 1989
NATIONAL GRAINS AUTHORITY an !ILLLAM CA"AL, petitioners
vs.
THE INTERME#IATE APPELLATE COURT an LEON SORIANO, respondents.
Cordoba, Zapanta, Rola & Garcia for petitioner National Grains Authority.
Plaridel Mar Israel for respondent Leon oriano.

ME#IAL#EA, J.:
This is a petition for review of the decision pp. !"#$% Rollo& of the Inter'ediate
(ppellate )ourt now )ourt of (ppeals& dated Dece'ber #*% $!+, in (.). -.R. )V No.
.*+$# entitled% /0eon Soriano% Plaintiff" (ppellee versus National -rains (uthorit1 and
2illia' )abal% Defendants (ppellants/% which affir'ed the decision of the )ourt of 3irst
Instance of )a4a1an% in )ivil )ase No. #5,6 and its resolution p. #+% Rollo& dated (pril
$5% $!+7 which denied the Motion for Reconsideration filed therein.
The antecedent facts of the instant case are as follows8
Petitioner National -rains (uthorit1 now National 3ood (uthorit1% N3( for short& is a
4overn'ent a4enc1 created under Presidential Decree No. 6. One of its incidental
functions is the bu1in4 of pala1 4rains fro' 9ualified far'ers.
On (u4ust #*% $!5!% private respondent 0eon Soriano offered to sell pala1 4rains to the
N3(% throu4h 2illia' )abal% the Provincial Mana4er of N3( stationed at Tu4ue4arao%
)a4a1an. He sub'itted the docu'ents re9uired b1 the N3( for pre"9ualif1in4 as a
seller% na'el18 $& 3ar'er:s Infor'ation Sheet acco'plished b1 Soriano and certified
b1 a ;ureau of (4ricultural <=tension ;(<>& technician% Napoleon )allan4an% #&
>ero= copies of four 6& ta= declarations of the riceland leased to hi' and copies of the
lease contract between hi' and ?ud4e )oncepcion Salud% and *& his Residence Ta=
)ertificate. Private respondent Soriano:s docu'ents were processed and accordin4l1%
he was 4iven a 9uota of #%76. cavans of pala1. The 9uota noted in the 3ar'er:s
Infor'ation Sheet represented the 'a=i'u' nu'ber of cavans of pala1 that Soriano
'a1 sell to the N3(.
In the afternoon of (u4ust #*% $!5! and on the followin4 da1% (u4ust #6% $!5!% Soriano
delivered 7*. cavans of pala1. The pala1 delivered durin4 these two da1s were not
reba44ed% classified and wei4hed. when Soriano de'anded pa1'ent of the 7*.
cavans of pala1% he was infor'ed that its pa1'ent will be held in abe1ance since Mr.
)abal was still investi4atin4 on an infor'ation he received that Soriano was not a bona
tide far'er and the pala1 delivered b1 hi' was not produced fro' his far'land but was
ta@en fro' the warehouse of a rice trader% ;en de -uA'an. On (u4ust #+% $!5!% )abal
wrote Soriano advisin4 hi' to withdraw fro' the N3( warehouse the 7*. cavans
Soriano delivered statin4 that N3( cannot le4all1 accept the said deliver1 on the basis
of the subse9uent certification of the ;(<> technician% Napoleon )allan4an that
Soriano is not a bona fide far'er.
Instead of withdrawin4 the 7*. cavans of pala1% private respondent Soriano insisted
that the pala1 4rains delivered be paid. He then filed a co'plaint for specific
perfor'ance andBor collection of 'one1 with da'a4es on Nove'ber #% $!5!% a4ainst
the National 3ood (uthorit1 and Mr. 2illia' )abal% Provincial Mana4er of N3( with the
)ourt of 3irst Instance of Tu4ue4arao% and doc@eted as )ivil )ase No. #5,6.
Meanwhile% b1 a4ree'ent of the parties and upon order of the trial court% the 7*.
cavans of pala1 in 9uestion were withdrawn fro' the warehouse of N3(. (n inventor1
was 'ade b1 the sheriff as representative of the )ourt% a representative of Soriano and
a representative of N3( p. $*% Rollo&.
On Septe'ber *.% $!+#% the trial court rendered Cud4'ent orderin4 petitioner National
3ood (uthorit1% its officers and a4ents to pa1 respondent Soriano as plaintiff in )ivil
)ase No. #5,6& the a'ount of P 65%#,.... representin4 the unpaid price of the 7*.
cavans of pala1 plus le4al interest thereof p. $"#% )( Decision&. The dispositive portion
reads as follows8
2H<R<3OR<% the )ourt renders Cud4'ent in favor of the plaintiff
and a4ainst the defendants National -rains (uthorit1% and 2illia'
)abal and hereb1 orders8
$. The National -rains (uthorit1% now the National 3ood (uthorit1% its
officers and a4ents% and Mr. 2illia' )abal% the Provincial Mana4er of
the National -rains (uthorit1 at the ti'e of the filin4 of this case%
assi4ned at Tu4ue4arao% )a4a1an% who'soever is his successors% to
pa1 to the plaintiff 0eon T. Soriano% the a'ount of P65%#,....%
representin4 the unpaid price of the pala1 deliveries 'ade b1 the
1
plaintiff to the defendants consistin4 of 7*. cavans at the rate Pl.,.
per @ilo of ,. @ilos per cavan of pala1D
#. That the defendants National -rains (uthorit1% now National 3ood
(uthorit1% its officer andBor a4ents% and Mr. 2illia' )abal% the
Provincial Mana4er of the National -rains (uthorit1% at the ti'e of the
filin4 of this case assi4ned at Tu4ue4arao% )a4a1an or who'soever
is his successors% are li@ewise ordered to pa1 the plaintiff 0eon T.
Soriano% the le4al interest at the rate of T2<0V< $#E& percent per
annu'% of the a'ount of P 65%#,.... fro' the filin4 of the co'plaint
on Nove'ber #.% $!5!% up to the final pa1'ent of the price of P
65%#,....D
*. That the defendants National -rains (uthorit1% now National 3ood
(uthorit1% or their a4ents and dul1 authoriAed representatives can
now withdraw the total nu'ber of ba4s 7*. ba4s with an e=cess of
$* ba4s& now on deposit in the bonded warehouse of <n4. ;en de
-uA'an at Tu4ue4arao% )a4a1an pursuant to the order of this court%
and as appearin4 in the written inventor1 dated October $.% $!+.%
<=hibit 3 for the plaintiff and <=hibit #. for the defendants& upon
pa1'ent of the price of P 65%#,.... and T2<0V< P<R)<NT $#E&
le4al interest to the plaintiff%
6. That the counterclai' of the defendants is hereb1 dis'issedD
,. That there is no pronounce'ent as to the award of 'oral and
e=e'plar1 da'a4es and attorne1:s feesD and
7. That there is no pronounce'ent as to costs.
SO ORD<R<D pp. !"$.% Rollo&
Petitioners: 'otion for reconsideration of the decision was denied on Dece'ber 7%
$!+#.
Petitioners: appealed the trial court:s decision to the Inter'ediate (ppellate )ourt. In a
decision pro'ul4ated on Dece'ber #*% $!+7 pp. !"#$% Rollo& the then Inter'ediate
(ppellate )ourt upheld the findin4s of the trial court and affir'ed the decision orderin4
N3( and its officers to pa1 Soriano the price of the 7*. cavans of rice plus interest.
Petitioners: 'otion for reconsideration of the appellate court:s decision was denied in a
resolution dated (pril $5% $!+7 p. #+% Rollo&.
Hence% this petition for review filed b1 the National 3ood (uthorit1 and Mr. 2illia'
)abal on Ma1 $,% $!+7 assailin4 the decision of the Inter'ediate (ppellate )ourt on
the sole issue of whether or not there was a contract of sale in the case at bar.
Petitioners contend that the 7*. cavans of pala1 delivered b1 Soriano on (u4ust #*%
$!5! was 'ade onl1 for purposes of havin4 it offered for sale. 3urther% petitioners
stated that the procedure then prevailin4 in 'atters of pala1 procure'ent fro' 9ualified
far'ers were8 firstl1% there is a reba44in4 wherein the pala1 is transferred fro' a private
sac@ of a far'er to the N3( sac@D secondl1% after the reba44in4 has been underta@en%
classification of the pala1 is 'ade to deter'ine its variet1D thirdl1% after the
deter'ination of its variet1 and convinced that it passed the 9ualit1 standard% the sa'e
will be wei4hed to deter'ine the nu'ber of @ilosD and finall1% it will be piled inside the
warehouse after the preparation of the 2arehouse Stoc@ Receipt 2SP& indicatin4
therein the nu'ber of @ilos% the variet1 and the nu'ber of ba4s. Fnder this procedure%
reba44in4 is the initial operative act si4nif1in4 acceptance% and acceptance will be
considered co'plete onl1 after the preparation of the 2arehouse Stoc@ Receipt
2SR&. 2hen the 7*. cavans of pala1 were brou4ht b1 Soriano to the )ari4
warehouse of N3( the1 were onl1 offered for sale. Since the sa'e were not reba44ed%
classified and wei4hed in accordance with the pala1 procure'ent pro4ra' of N3(%
there was no acceptance of the offer which% to petitioners: 'ind is a clear case of
solicitation or an unaccepted offer to sell.
The petition is not i'pressed with 'erit.
(rticle $6,+ of the )ivil )ode of the Philippines defines sale as a contract whereb1 one
of the contractin4 parties obli4ates hi'self to transfer the ownership of and to deliver a
deter'inate thin4% and the other part1 to pa1 therefore a price certain in 'one1 or its
e9uivalent. ( contract% on the other hand% is a 'eetin4 of 'inds between two #&
persons whereb1 one binds hi'self% with respect to the other% to 4ive so'ethin4 or to
render so'e service (rt. $*.,% )ivil )ode of the Philippines&. The essential re9uisites
of contracts are8 $& consent of the contractin4 parties% #& obCect certain which is the
subCect 'atter of the contract% and *& cause of the obli4ation which is established (rt.
$*$+% )ivil )ode of the Philippines.
In the case at bar% Soriano initiall1 offered to sell pala1 4rains produced in his far'land
to N3(. 2hen the latter accepted the offer b1 notin4 in Soriano:s 3ar'er:s Infor'ation
Sheet a 9uota of #%76. cavans% there was alread1 a 'eetin4 of the 'inds between the
parties. The obCect of the contract% bein4 the pala1 4rains produced in Soriano:s
far'land and the N3( was to pa1 the sa'e dependin4 upon its 9ualit1. The fact that the
e=act nu'ber of cavans of pala1 to be delivered has not been deter'ined does not
affect the perfection of the contract. (rticle $*6! of the New )ivil )ode provides8 /. . ..
The fact that the 9uantit1 is not deter'inate shall not be an obstacle to the e=istence of
the contract% provided it is possible to deter'ine the sa'e% without the need of a new
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contract between the parties./ In this case% there was no need for N3( and Soriano to
enter into a new contract to deter'ine the e=act nu'ber of cavans of pala1 to be sold.
Soriano can deliver so 'uch of his produce as lon4 as it does not e=ceed #%76.
cavans.
In its 'e'orandu' pp. 77"5$% Rollo& dated Dece'ber 6% $!+7% petitioners further
contend that there was no contract of sale because of the absence of an essential
re9uisite in contracts% na'el1% consent. It cited Section $*$! of the )ivil )ode which
states8 /)onsent is 'anifested b1 the 'eetin4 of the offer and the acceptance of the
thin4 and the cause which are to constitute the contract. ... / 3ollowin4 this line%
petitioners contend that there was no consent because there was no acceptance of the
7*. cavans of pala1 in 9uestion.
The above contention of petitioner is not correct Sale is a consensual contract% / ... %
there is perfection when there is consent upon the subCect 'atter and price% even if
neither is delivered./ Obana vs. ).(.% 0"*7#6!% March #!% $!+,% $*, S)R( ,,5% ,7.&
This is provided b1 (rticle $65, of the )ivil )ode which states8
(rt. $65,. The contract of sale is perfected at the 'o'ent there is a
'eetin4 of 'inds upon the thin4 which is the obCect of the contract
and upon the price.
= = =
The acceptance referred to which deter'ines consent is the acceptance of the offer of
one part1 b1 the other and not of the 4oods delivered as contended b1 petitioners.
3ro' the 'o'ent the contract of sale is perfected% it is incu'bent upon the parties to
co'pl1 with their 'utual obli4ations or /the parties 'a1 reciprocall1 de'and
perfor'ance/ thereof. (rticle $65,% )ivil )ode% #nd par.&.
The reason wh1 N3( initiall1 refused acceptance of the 7*. cavans of pala1 delivered
b1 Soriano is that it N3(& cannot le4all1 accept the said deliver1 because Soriano is
alle4edl1 not a bona fide far'er. The trial court and the appellate court found that
Soriano was a bona fide far'er and therefore% he was 9ualified to sell pala1 4rains to
N3(.
;oth courts li@ewise a4ree that N3(:s refusal to accept was without Cust cause. The
above factual findin4s which are supported b1 the record should not be disturbed on
appeal.
())ORDIN-0G% the instant petition for review is DISMISS<D. The assailed decision of
the then Inter'ediate (ppellate )ourt now )ourt of (ppeals& is affir'ed. No costs.
SO ORD<R<D.
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