GR194515 - Gironella V PNB

G. R. No.
194515
SPOUSES OSCAR AND GINA GIRONELLA, Petitioners, -versusPHILIPPINE NATIONAL BANK, Respondent.
September 16, 2015
FACTS:
Spouses Oscar and Gina Gironella obtained two (2) loans from PNB dated 11
November 1991 and 16 January 1992 in the amount of Php 7, 500, 000.00 and Php 2, 000,
000.00 for the construction of Dagupan Village Hotell and Sports Complex. The loans were coterminus, both payable on installment and secured by the same real estate mortgage over a parcel
of land covered by TCT No. 56059 in favor of PNB.
On May 1992 the spouses applied another loan with PNB amounting Php 5, 800, 000.00 for the
construction of the restaurant and purchase of generator set.
The Spouses Gironella believed that the third loan would be approved and that they used their
generated income for the construction while the loan is still pending, resulting to default of their
previous two (2) loans.
The Spouses proposed a restructuring of the Php 5, 800, 000.00 and maintain payment for the
interests of the previous loans.
By the year 2000 the PNB wrote a letter to the Spouses Gironella for the restructuring of the said
loan and that it will be subject for evaluation and approval of the higher management.
On 7 February 2000, the Spouses Gironella gave a qualified acceptance of PNBs proposed
restructuring, specifically referring to specific terms in the 25 January 2000 proposal of PNB.
However PNB rejected the counter offer of the Spouses Gironella and later on filed for ExtraJudicial Foreclosure of the mortgage property.
The Spouses file a Complaint before the RTC with prayer for issuance of a Temporary
Restraining Order (TRO) and preliminary injunction to enjoin enforcement of the original credit
agreements, and security therefor, between the parties. The RTC granted the petition.
PNB appealed to the CA questioning the trial courts decision. CA ruled in favor of PNB, the
appellate court found that there was no final agreement reached by the parties where the offer
was certain and acceptance thereof by the other party was absolute. The appellate court held that,
in this case, a qualified acceptance equated to a counter-offer and, at that point, there was no
absolute and unqualified acceptance which is identical in all respects with that of the offer so as
to produce consent or meeting of the minds.
ISSUE:
WHETHER OR NOT there is fraud or gross negligence when the PNB did not
approved their loan application by giving them false hope or assurances.
WHETHER OR NOT there is a Perfected Contract or Partial Restructuring of
Loan.
HELD:
The Spouses Gironella claim fraud and gross negligence, as plaintiffs, the Spouses
Gironella had the duty, the burden of proof, to present evidence, required by law, on the facts in
issue necessary to establish their claim.
The foregoing statement fails to take into consideration the three (3) distinct stages of a contract:
(1) preparation or negotiation, (2) perfection, and finally, (3) consummation. Necessarily, the
Spouses Gironella as debtors applying for an additional loan, ought to participate in the
negotiations thereof and await PNBs assessment and processing of their additional loan
application.
A contract is perfected by mere consent. In turn, consent 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 seasonable and absolute. If qualified, the acceptance
would merely constitute a counter-offer as what occurred in this case.
To reach that moment of perfection, the parties must agree on the same thing in the same sense,
so that their minds meet as to all the terms. The minds of parties must meet at every point;
nothing can be left open for further arrangement. So long as there is any uncertainty or
indefiniteness, or future negotiations or considerations to be had between the parties, there is not
a completed contract, and in fact, there is no contract at all.
The Spouses Gironellas payments under its original loan cannot be considered as partial
execution of the proposed restructuring of loan agreement.
The letter dated 20 January 2000 which qualifiedly accepted by the Spouses on 7 February 2000
and constituted a counter-offer in which PNB ultimately rejected on 8 March 2000, clearly show
that the parties never passed the negotiation stage. There was no meeting of the minds on the
restructuring of the loans. Thus, the Spouses Gironella's original Php 9,500,000.00 loan
agreement subsists.
The SC affirmed the CAs decision and held that PNB is not liable either for fraud, gross
negligence or abuse of right. PNB did not breach any agreement, the restructured loan was never
perfected and PNB was not liable to pay the spouses any forms of damages.

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