Brenda saw the online advertisement of Evelyn, who sells limited edition sneakers. Through an exchange of text messages, Evelyn and Brenda agreed that: (i) Evelyn will sell to Brenda a pair of brand-new sneakers for Php 25,000.00; (ii) Brenda will deposit the purchase price in Evelyn’s bank account; and (iii) Evelyn will deliver the sneakers within ten days from deposit. Brenda deposited the purchase price and Evelyn acknowledged receipt thereof. Before the delivery of the sneakers, Evelyn received an offer from Rosela to buy the same sneakers for Php 35,000.00. Evelyn candidly tells Brenda that she is selling the sneakers at a higher price to another buyer, and sends this text message to Brenda: “Sizt, may iba pala akong buyer na mas malaki yung offer, sorry! Balik ko nalang bayad mo, keri?” Evelyn claims that since the sneakers have not yet been delivered to Brenda, she can still withdraw the offer. Is Evelyn’s contention tenable? Explain briefly. (5 points)
Suggested answer only. Not an official answer and not legal advice.
No, Evelyn's contention is untenable. Under Article 1475 of the Civil Code, a contract of sale is consensual and perfected at the moment there is a meeting of minds upon the object and the price. From
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Quick check
Under Article 1475 of the Civil Code, when is a contract of sale perfected?
Article 1475 provides that a contract of sale is perfected by mere consent upon agreement on the object and price.
What is the legal effect of non-delivery of the sold item on a perfected contract of sale?
Non-delivery affects ownership transfer during performance but does not impair the perfection and binding force of the sale.
Until when may an offeror validly withdraw an offer under civil law?
An offer may be withdrawn only before acceptance; once accepted, a binding contract is perfected.
How does a higher third-party offer affect an already perfected contract of sale?
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Why was Evelyn's contention that she could withdraw her offer to sell sneakers untenable?
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Learn more about these topics
1. Consensual Contract Perfection
Under Article 1475 of the Civil Code, a contract of sale is consensual in nature, perfected by mere consent at the moment there is a meeting of minds upon the object and the purchase price. Delivery of the subject matter or payment of the consideration is not required to bring the contract into legal existence. Once perfected, obligatory force immediately attaches, binding both seller and buyer to perform their reciprocal covenants in good faith.
2. Delivery vs Perfection
Delivery of the subject matter relates to the performance of the contract of sale, not to its perfection. While actual or constructive delivery transfers ownership over the personal property to the buyer, the underlying contract of sale is already fully perfected and binding prior to delivery. Consequently, a seller cannot cite non-delivery as a legal justification to unilaterally repudiate a perfected sale or withdraw an offer that has been accepted.
3. Offer Withdrawal Limits
Under Philippine civil law, an offeror may validly withdraw an offer only before learning of its acceptance by the offeree. Once an offer is accepted and the buyer pays the agreed purchase price, a meeting of minds takes place, transforming the offer into a binding perfected contract. Any subsequent attempt by the seller to withdraw the offer or cancel the sale due to a higher third-party offer constitutes a breach of contract.