Article 1319

Article 1319
By: Gretzen M. Colona


Article 1319

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 absolute. A qualified acceptance constitutes a counter-offer.

Acceptance made by letter or telegram does not bind the offerer except from the time it came to his knowledge. The contract, in such a case, is presumed to have been entered into in the place where the offer was made. (1262a)

Ang pagsang-ayon ay maihahayag kapag nagkasundo ang bawat partido at tinanggap na ang mga bagay na magiging paksa ng kasunduan. Ang pag-aalok ay dapat na tiyak at naaayon sa kontrata. Ang pag-aalok na may bisa ay dapat may unawaan sa bawat isa.

Ang pag-aalok na ginawa sa pamamagitan ng liham o telegrama ay hindi magtatali sa nag-alok maliban kung ito ay dumating sa kanyang kaalaman. Ang kontrata sa mga ganitong kaso ay ipinagpapalagay na tinanggap kung saang lugar ito nagawa.

Consent is the conformity of wills; and with reference to contracts, it is the agreement of the will of one of contracting party with the another or others, upon the object and terms of the contract.

Essentials of consent: It is essential for consent to be given properly that is given by two or more competent parties, freely spontaneously and intelligently, and that the intention of the parties had been clearly and unmistakably expressed.

Offer must be certain: The law requires that the offer must be certain in order that the liability of the contracting parties may be fixed, such that the acceptance must be identical with the offer, otherwise there will be no meeting of minds and consequently no contract.

Acceptance absolute: The requirement that the acceptance be absolute simply means that it must in every respect meet and correspond with the terms and condition of the offer, plain and unconditional.

Illustration: Raj asked Darren this question: "Do you agree to buy my bicycle for P8,000.00?" Darren in answer to Raj said, "Yes I agree." Here the offer of Raj to sell his bicycle to Darren is certain and acceptance of Darren to buy the bicycle is absolute, plain and unconditional.

Qualified acceptance: In the preceding illustration: supposing Darren instead of agreeing to pay Raj P8,000.00 for the price of the bicycle proposed to pay only P6,000 to Raj. Was there a valid acceptance? No. The proposal of Darren to Raj to pay for a lesser amount constituted a counter-offer. If Raj accepts the counter offer of the P6000 instead of P8,000 the contract between them is perfected.

ZAYCO vs.SERRA

Facts: Zayco and Serra executed a contract for an option to buy Palma Central for 1M but no stipulation was made as to how much the first payment would be and when it should be paid. Zayco wrote to Serra accepting the contract tendering P100,000 as his first payment before the option period expired. Serra wrote to Zayco stating that the option contract of November 7, 1918, was cancelled and annulled. On the same day, Zayco brought suit against Serra to compel him to execute the deed of sale and conveyance of the Palma Central and Estate and to pay, in addition, P500,000 as damages. Serra demurred on the ground that the contract does not specify the part of the price that was to be paid in cash and the part that was to be paid within a period not exceeding three years. Zayco later learned that Serra had already sold the property to Whitaker and Concepcion for 1.5M.

Issue: Whether or not there was a perfected contract of sale.

Held: The contract was not valid as an option because there was no consideration, but it was at least an offer to sell. When plaintiff tendered P100,000. as part payment, acceptance involved a proposal, not contained in the offer. This proposal, in turn, required the acceptance by Serra. The failure of Serra to accept ( for Serra cancelled the offer ) prevented the perfection of the contract.

Q: What is a consent?
A: Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract.

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