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MANILA METAL CONTAINER CORPORATION v. PHILIPPINE NATIONAL BANK

This case has been cited 5 times or more.

	GR No. 173622 2013-03-11	ROBERN DEVELOPMENT CORPORATION v. PEOPLE’S LANDLESS ASSOCIATION DEL CASTILLO, J.
As regards consent, "[w]hen there is merely an offer by one party without acceptance of the other, there is no contract."[52] The decision to accept a bidder's proposal must be communicated to the bidder.[53] However, a binding contract may exist between the parties whose minds have met, although they did not affix their signatures to any written document,[54] as acceptance may be expressed or implied.[55] It "can be inferred from the contemporaneous and subsequent acts of the contracting parties."[56] Thus, we held: x x x The rule is that except where a formal acceptance is so required, although the acceptance must be affirmatively and clearly made and must be 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 of the accepting party that clearly manifest a present intention or determination to accept the offer to buy or sell. Thus, acceptance may be shown by the acts, conduct, or words of a party recognizing the existence of the contract of sale.[57]
	GR No. 177783 2013-01-23	HEIRS OF FAUSTO C. IGNACIO v. ZUNIGA VILLARAMA, JR., J.
The acceptance must be identical in all respects with that of the offer so as to produce consent or meeting of the minds.[23] Where a party sets a different purchase price than the amount of the offer, such acceptance was qualified which can be at most considered as a counter-offer; a perfected contract would have arisen only if the other party had accepted this counter-offer.[24] In Villanueva v. Philippine National Bank[25] this Court further elucidated on the meaning of unqualified acceptance, as follows: …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. 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.[26] (Emphasis supplied)
	GR No. 177783 2013-01-23	HEIRS OF FAUSTO C. IGNACIO v. ZUNIGA VILLARAMA, JR., J.
Thus, a corporation can only execute its powers and transact its business through its Board of Directors and through its officers and agents when authorized by a board resolution or its by-laws.[34]
	GR No. 167004 2011-02-07	DEVELOPMENT BANK OF PHILIPPINES v. BEN P. MEDRANO VILLARAMA, JR., J.
Also, in Manila Metal Container Corporation v. Philippine National Bank,[15] the Court ruled,
	GR No. 165568 2009-07-13	GOVERNMENT SERVICE INSURANCE SYSTEM v. ABRAHAM LOPEZ CARPIO, J.
The 2 August 1988 letter of the GSIS cannot be classified as a perfected contract of sale which binds the parties. The letter was in reply to Lopez's offer to repurchase the property. Both the trial and appellate courts found that Lopez's offer to repurchase the property was subject to the approval of the Board of Trustees of the GSIS, as explicitly stated in the 2 August 1988 GSIS' letter. No such approval appears in the records. When there is merely an offer by one party without acceptance by the other, there is no contract of sale.[25] Since there was no acceptance by GSIS, which can validly act only through its Board of Trustees,[26] of Lopez's offer to repurchase the property, there was no perfected contract of sale.