G.R. No. 202079 - FIL-ESTATE GOLF AND DEVELOPMENT, INC. AND FIL­-ESTATE LAND, INC., VS. VERTEX SALES AND TRADING, INC.. D E C I S I O N - Supreme Court E-Library

Ruling

Accordingly, the amount paid to FEGDI by reason of the sale should be returned to Vertex. On the amount of damages, the CA is correct in not awarding damages since Vertex failed to prove by sufficient evidence that it suffered actual damage due to the delay in the issuance of the certificate of stock. Regarding the involvement of FELI in this case, no privity of contract exists between Vertex and FELI. As a general rule, a contract is a meeting of minds between two persons. The Civil Code upholds the spirit over the form; thus, it deems an agreement to exist, provided the essential requisites are present. A contract is upheld as long as there is proof of consent, subject matter and cause. Moreover, it is generally obligatory in whatever form it may have been entered into. From the moment there is a meeting of minds between the parties, [the contract] is perfected." [11] In the sale of the Class "C" Common Share, the parties are only FEGDI, as seller, and Vertex, as buyer. As can be seen from the records, FELl was only dragged into the action when its staff used the wrong letterhead in replying to Vertex and issued the wrong receipt for the payment of transfer taxes. Thus FELl should be absolved from any liability. WHEREFORE , we hereby DENY the petition. The decision dated February 22, 2012 and the resolution dated May 31, 2012 of the Court of Appeals in CA-G.R. CV No. 89296 are AFFIRMED with the MODIFICATION that Fil-Estate Land, Inc. is ABSOLVED from any liability. SO ORDERED.