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    Firme V Bukal Enterprises and Dev Corp 414 SCRA 190

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    samar
    - The Spouses Firme owned a parcel of land that Bukal Enterprises wished to purchase through a broker, Teodoro Aviles. - Three draft contracts were presented to the Spouses Firme, but they rejected the first two due to objectionable conditions. They did not consent to or sign any of the draft contracts. - Additionally, Aviles did not have proper authority from Bukal Enterprises' Board of Directors to negotiate or finalize the purchase of the property on the company's behalf. - Therefore, the Supreme Court held that there was no perfected contract between the parties as consent was lacking and Aviles did not have authority to bind Bukal Enterprises to an agreement

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    Firme V Bukal Enterprises and Dev Corp 414 SCRA 190

    Uploaded by

    samar
    122 views3 pages
    - The Spouses Firme owned a parcel of land that Bukal Enterprises wished to purchase through a broker, Teodoro Aviles. - Three draft contracts were presented to the Spouses Firme, but they rejected the first two due to objectionable conditions. They did not consent to or sign any of the draft contracts. - Additionally, Aviles did not have proper authority from Bukal Enterprises' Board of Directors to negotiate or finalize the purchase of the property on the company's behalf. - Therefore, the Supreme Court held that there was no perfected contract between the parties as consent was lacking and Aviles did not have authority to bind Bukal Enterprises to an agreement

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    Firme v Bukal Enterprises and Dev Corp 414 SCRA 190

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    - The Spouses Firme owned a parcel of land that Bukal Enterprises wished to purchase through a broker, Teodoro Aviles. - Three draft contracts were presented to the Spouses Firme, but they rejected the first two due to objectionable conditions. They did not consent to or sign any of the draft contracts. - Additionally, Aviles did not have proper authority from Bukal Enterprises' Board of Directors to negotiate or finalize the purchase of the property on the company's behalf. - Therefore, the Supreme Court held that there was no perfected contract between the parties as consent was lacking and Aviles did not have authority to bind Bukal Enterprises to an agreement

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    122 views3 pages

    Firme V Bukal Enterprises and Dev Corp 414 SCRA 190

    Uploaded by

    samar
    - The Spouses Firme owned a parcel of land that Bukal Enterprises wished to purchase through a broker, Teodoro Aviles. - Three draft contracts were presented to the Spouses Firme, but they rejected the first two due to objectionable conditions. They did not consent to or sign any of the draft contracts. - Additionally, Aviles did not have proper authority from Bukal Enterprises' Board of Directors to negotiate or finalize the purchase of the property on the company's behalf. - Therefore, the Supreme Court held that there was no perfected contract between the parties as consent was lacking and Aviles did not have authority to bind Bukal Enterprises to an agreement

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
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    Firme v Bukal Enterprises and Dev Corp 414 SCRA 190 (2003)

    Petitioners: SPOUSES CONSTANTE FIRME AND AZUCENA E. FIRME

    Respondents: BUKAL ENTERPRISES AND DEVELOPMENT


    CORPORATION

    Facts:

    - Spouses Constante and Azucena Firme are the registered owners of a parcel of
    land located on Dahlia Avenue, Fairview Park, Quezon City.

    - Renato de Castro, the vice president of Bukal Enterprises and Development


    Corporation authorized his friend, Teodoro Aviles, a broker, to negotiate with
    the Spouses Firme for the purchase of the Property.

    - The spouse were willing to sell the land but rejected the 1st of the contract
    because of several objectionable conditions.

    - The spouses allegedly accepted the Second Draft in view of the deletion of the
    objectionable conditions contained in the First Draft.

    - According to Aviles, the Spouses Firme were willing to sell the Property at
    ₱4,000 per square meter. They then agreed that payment would be made at
    the Far East Bank and Trust Company ("FEBTC"), Padre Faura Branch, Manila.
    However, the scheduled payment had to be postponed due to problems in the
    transfer of funds.

    - Aviles met with the spouses again and presented a third draft which the latter
    did not accept tbecause they found its provisions one-sided.

    - The Spouses Firme later informed Aviles that they were no longer interested in
    selling the Property.

    - On 28 March 1995, Bukal Enterprises filed a complaint for specific performance


    and damages with the trial court, alleging that the Spouses Firme reneged on
    their agreement to sell the Property. The complaint asked the trial court to
    order the Spouses Firme to execute the deed of sale and to deliver the title to
    the Property to Bukal Enterprises upon payment of the agreed purchase price.

    - On 7 August 1998, the trial court rendered judgment against Bukal


    Enterprises, dismissing the case and ordering Bukal Enterprises to pay the
    Spouses Constante and Azucena Firme (1) the sum of P335,964.90 as and by
    way of actual and compensatory damages; (2) the sum of P500,000.00 as and
    by way of moral damages; (3) the sum of P100,000.00 as and by way of
    attorney’s fees; and (4) the costs of the suit.

    - The trial court held there was no perfected contract of sale as Bukal
    Enterprises failed to establish that the Spouses Firme gave their consent to the
    sale of the Property; and that Aviles had no valid authority to bind Bukal
    Enterprises in the sale transaction. Under Sections 23 and 36 (No. 7) of the
    Corporation Code, the corporate power to purchase a specific property is
    exercised by the Board of Directors of the corporation. Without an
    authorization from the Board of Directors, Aviles could not validly finalize the
    purchase of the Property on behalf of Bukal Enterprises. There is no basis to
    apply the Statute of Frauds since there was no perfected contract of sale.

    - Bukal Enterprises appealed to the Court of Appeals, which reversed and set
    aside the decision of the trial court. The CA held that the lack of a board
    resolution authorizing Aviles to act on behalf of Bukal Enterprises in the
    purchase of the Property was cured by ratification. Bukal Enterprises ratified
    the purchase when it filed the complaint for the enforcement of the sale.
    Furthermore, it held that there was a perfected contract of sale. The appellate
    court ruled that the Spouses Firme revealed their intent to sell the Property
    when they met with Aviles twice. The Spouses Firme rejected the First Draft
    because they considered the terms unacceptable. When Aviles presented the
    Second Draft without the objectionable provisions, the Spouses Firme no
    longer had any cause for refusing to sell the Property.

    Issue:

    WON there was a perfected contract between the Spouses Firme and Bukal
    Enterprises, the latter allegedly being represented by Aviles.

    Held:

    No, there was no perfected contract of sale.

    The Court of Appeals misapprehended the facts of the case in ruling otherwise.

    The records indubitably show that there was no consent on the part of the
    Spouses Firme. It is elementary that consent is an essential element for the
    existence of a contract, and where it is wanting, the contract is non-existent. The
    essence of consent is the conformity of the parties on the terms of the contract,
    the acceptance by one of the offer made by the other. The contract to sell is a
    bilateral contract. Where there is merely an offer by one party, without the
    acceptance of the other, there is no consent.

    Furthermore, there was no approval from the Board of Directors of Bukal


    Enterprises as would finalize any transaction with the Spouses Firme. Aviles did
    not have the proper authority to negotiate for Bukal Enterprises. Aviles testified
    that his friend, De Castro, had asked him to negotiate with the Spouses Firme to
    buy the Property. De Castro, as Bukal Enterprises’ vice president, testified that
    he authorized Aviles to buy the Property. However, there is no Board Resolution
    authorizing Aviles to negotiate and purchase the Property on behalf of Bukal
    Enterprises. It is the board of directors or trustees which exercises almost all the
    corporate powers in a corporation.

    The power to purchase real property is vested in the board of directors or


    trustees. While a corporation may appoint agents to negotiate for the purchase
    of real property needed by the corporation, the final say will have to be with the
    board, whose approval will finalize the transaction. A corporation can only
    exercise 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.

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