G.R. No. 155680 - FIRST LEVERAGE AND SERVICES GROUP, INC., VS. SOLID BUILDERS, INC..D E C I S I O N - Supreme Court E-Library

Ruling

Accordingly, [PNB] Republic refused to receive petitioner's letter-offer. 11. In a letter dated September 1, 1994, [First Leverage], through Atty. Ariel F. Aguirre, reiterated [its] offer to buy the two (2) parcels of land for P70,000,000.00 in CASH. Atty. Aguirre likewise demanded that Solid [Builders] offer be rejected on the ground that Solid [Builders'] offer as against that of [First Leverage] was: first, prejudicial to [PNB] Republic; and secondly, would subject [PNB] Republic's officers to anti-graft charges. x x x 12. In reply to Atty. Aguirre's letter, [PNB] Republic x x x replied that [it] did not officially receive [First Leverage's] letter-offer of August 17, 1994, since as of August 17, 1994, [PNB] Republic had already contracted to sell the two (2) parcels of land to Solid [Builders]. x x x 13. Notwithstanding said [PNB] Republic's reply letter dated September 6, 1994, Atty. Aguirre persisted by forwarding another letter dated September 7, 1994, reiterating [First Leverage's] offer to buy the two (2) parcels of land for P70,000,000.00 in CASH. Atty. Aguirre, in addition, demanded that First Leverage be furnished copies of documents relative to [PNB] Republic's transaction with Solid [Builders]. 14. Because of [PNB] Republic's failure to properly respond to Atty. Aguirre's letter, Atty. Aguirre forwarded a further letter dated September 14, 1994, again reiterating [First Leverage's] offer to purchase the two (2) parcels of land for P70,000,000.00 in CASH. x x x 15. On September 19, 1994, [PNB] Republic , despite the better offer of [First Leverage] and through the ultra vires acts of its officers, executed with Solid [Builders] a Deed of Promise to Sell covering the two (2) parcels of land. x x x 16. By reason of the threat of Atty. Aguirre of taking administrative, criminal and/or civil action against Republic and its officers by refusing to accept [First Leverage's] offer and [accepting] Solid [Builder's] offer, [PNB] Republic referred Atty. Aguirre's letter of September 14, 1994, to the Office of the Government Corporate Counsel [OGCC] for legal opinion. 17. The OGCC rendered an opinion, x x x, dated December 7, 1994, the thrust of which is as follows: a) The Loans and Assets Recovery Committee, (Committee for brevity) to which LRAAD referred Solid [Builders'] offer for approval was not authorized to approve said offer for under existing policies any sale or disposition of acquired assets whose value exceeds P3,000,000.00 must be approved by [PNB] Republic's Board of Directors. b) One of the essential requisites of a valid contract, insofar as [PNB] Republic and Solid [Builders are concerned], is missing, namely consent as provided for in Art. 1318 of the Civil Code. x x x x x x x x x 18. There are no existing offers within the period of negotiation except those submitted by [First Leverage] and Solid [Builders]. The period to negotiate the sale of the aforedescribed two (2) parcels of land had already lapsed as clearly indicated