4/27/2017 [Link]/1952/G. R. No. L-5003, June 27, 1953.
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93 Phil. 383
G. R. No. L-5003, June 27, 1953
NAZARIO TRILLANA, ADMINISTRATOR AND
APPELLEE, VS. QUEZON COLLEGE, INC., CLAIMANT
AND APPELLANT.
DECISION
PARAS, C.J.:
Damasa Crisostomo sent the following letter to the Board of Trustees of the
Quezon College:
June 1, 1948
"THE BOARD OF TRUSTEES
"Quezon College
"Manila
"Gentlemen:
"Please enter my subscription to dalawang daan (200) shares of your
capital stock with a par value of P100 each. Enclosed you will nd
(Babayaran kong lahat pagkatapos na ako ay makapagpahuli ng isda)
pesos as my initial payment and the balance payable in accordance
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pesos as my initial payment and the balance payable in accordance
with law and the rules and regulations of the Quezon College. I
hereby agree to shoulder the expenses connected with said shares of
stock. I further submit myself to all lawful demands, decisions or
directives of the Board of Trustees of the Quezon College and all its
duly constituted ofcers or authorities (ang nasa itaas ay binasa at
ipinaliwanag sa akin sa wikang tagalog na aking nalalaman).
"Very respectfully,
"(Sgd.) DAMASA CRISOSTOMO
Signature of subscriber
"Nilagdaan sa aming harapan:
Crisostomo wishes to subscribe to the capital
"JOSE CRISOSTOMO stock of Quezon College.
-But before he could even do so, he died.
"EDUARDO CRISOSTOMO" -Quezon College: filed a suit to claim the amount
against the estate of Crisostomo.
Damasa Crisostomo died on October 26, 1948. As no payment appears to have
been made on the subscription mentioned in the foregoing letter, the Quezon
College, Inc. presented a claim before the Court of First Instance of Bulacan in
her testate proceeding, for the collection of the sum of P20,000, representing the
value of the subscription to the capital stock of the Quezon College, Inc. This
claim was opposed by the administrator of the estate, and the Court of First
Instance of Bulacan, after hearing, issued an order dismissing the claim of the
Quezon College, Inc., on the ground that the subscription in question was
neither registered in nor authorized by the Securities and Exchange
Commission. From this order the Quezon College, Inc. has appealed. CFI: dismissed, failure to
register it with SEC
It is not necessary for us to discuss at length appellant's various assignments of
error relating to the propriety of the ground relied upon by the trial court, since,
as pointed out in the brief for the administrator and appellee, there are other
decisive considerations which, though not touched by the lower court, amply
sustained the appealed order. In the letter: There was no payment, he said he'll pay after "makapagpahuli ng isda"
It appears that the application sent by Damasa Crisostomo to the Quezon
College, Inc. was written on a general form indicating that an applicant will
enclose an amount as initial payment and will pay the balance in accordance
with law and the rules or regulations of the College. On the other hand, in the
letter actually sent by Damasa Crisostomo, the latter (who requested that her
subscription for 200 shares be entered) not only did not enclose any initial
payment but stated that "babayaran kong lahat pagkatapos na ako ay
makapagpahuli ng isda." There is nothing in the record to show that the
Quezon College, Inc. accepted the term of payment suggested by Damasa
Crisostomo, or that if there was an acceptance the same came to her knowledge
during her lifetime. As the application of Damasa Crisostomo is obviously at
variance with the terms evidenced in the form letter issued by the Quezon
College, Inc., there was absolute necessity on the part of the College to express
its agreement to Damasa's offer in order to bind the latter. Conversely, said
acceptance was essential, because it would be unfair to immediately obligate the
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acceptance was essential, because it would be unfair to immediately obligate the
Quezon College, Inc. under Damasa's promise to pay the price of the
subscription after she had caused sh to be caught. In other words, the relation
Only in the between Damasa Crisostomo and the Quezon College, Inc. had only thus
stage and hadreached the preliminary stage whereby the latter offered its stock for
preliminary
not ripened subscription on the terms stated in the form letter, and Damasa applied for
into an enforce-
able contract. subscription xing her own plan of payment,-a relation, in the absence as in the
present case of acceptance by the Quezon College, Inc. of the counter offer of
Damasa Crisostomo, that had not ripened into an enforceable contract.
Indeed, the need for express acceptance on the part of the Quezon College, Inc.
becomes the more imperative, in view of the proposal of Damasa Crisostomo to
the happeningpay the value of the subscription after she had harvested sh, a condition
is potestative:obviously dependent upon her sole will and, therefore, facultative in nature,
of the condition
dependent onrendering the obligation void, under article 1115 of the old Civil Code which
the will of the
debtor. provides as follows: "If the fulllment of the condition should depend upon the
exclusive will of the debtor, the conditional obligation shall be void. If it should
depend upon chance, or upon the will of a third person, the obligation shall
produce all its effects in accordance with the provisions of this code." It cannot
be argued that the condition solely is void, because it would have served to
create the obligation to pay, unlike a case, exemplied by Osmea vs. Rama (14
Phil., 99), wherein only the potestative condition was held void because it
referred merely to the fulllment of an already existing indebtedness.
In the case of Taylor vs. Uy Tieng Piao et al. (43 Phil., 873, 879), this Court
already held that "a condition, facultative as to the debtor, is obnoxious to the
rst sentence contained in article 1115 and renders the whole obligation void."
Wherefore, the appealed order is afrmed, and it is so ordered with costs against
the appellant.
Tuason, Montemayor, Jugo, Bautista Angelo and Labrador, JJ., concur.
Bengzon, Padilla and Reyes, JJ., concur in the result.
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