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National Grains Authority v. IAC (1989) Petitioners: Natl Grains Authority and William Cabal Respondents: IAC and Leon Soriano Ponente: Medialdea, J. Doctrine: The fact that the exact number of objects to be delivered has not been determined does not affect the perfection of the contract. Short version: Seller offers to sell palay to buyer. Buyer gives seller a quota of 2640 palays. Seller delivers 630 palays. Seller demands payment. Buyer tells seller to withdraw the palay he delivered because Seller was allegedly not a bonafide farmer. Also, since the palay were not rebagged, as is the practice of palay procurement process which signifies acceptance, there was no acceptance. SC says there was acceptance and a perfected contract of sale. When buyer accepted the offer by noting a quota of 2,640 cavans, there was already a meeting of the minds. The seller (Leon Soriano), offered to sell palay grains to the buyer (NGA which is now the NFA) through William Cabal, the provincial manager of the NFA. Seller Soriano submitted the documents required by the buyer NFA for pre-qualifying as a seller. o His documents were processed and he was given a quota of 2640 cavans of palay. Seller Soriano then delivered 630 cavans of palay. o The palay were not rebagged, classified, and weighed. When Seller Soriano demanded payment, he was informed that it will be held in abeyance because: o Cabal was still investigating an information he received that Seller Soriano was not a bona fide farmer; and o The palay delivered was not produced from Seller Sorianos farmland but was taken from a warehouse of a rice trader. Buyer NFA then wrote Seller Soriano advising to withdraw the cavans because it was found that Seller Soriano is not a bona fide farmer. o Instead of withdrawing the cavans, Seller Soriano insisted for the payment. Seller Soriano then filed a complaint for specific performance and/or collection of money with damages. Meanwhile, upon agreement, the cavans of palay were withdrawn from the warehouse of Buyer NFA. CFI and CA ruled in favor of Seller Soriano. NFA contends: o The cavans of palay delivered by Seller Soriano was made for the purpose of having it offered for sale o Under the procedure prevailing in matters of palay procurement, rebagging is the initial operative act signifying acceptance, and acceptance will be considered complete only after the preparation of the Warehouse Stock Receipt. o Since the delivered cavans did not undergo such procedure, there was not acceptance of the offer. There was, therefore, no consent.

Issue: Was there a contract of sale? Held: Yes. Ratio:

In this case, Seller Soriano initially offered to sell palay produced in his farmland to NFA. When buyer NFA accepted the offer by noting in Soriano's Farmer's Information Sheet a quota of 2,640 cavans, there was already a meeting of the minds between the parties. The object of the contract, the palay grains produced in Soriano's farmland. The NFA was to pay, depending upon its quality. o The fact that the exact number of cavans of palay to be delivered has not been determined does not affect the perfection of the contract. NCC 1349 of the New Civil Code provides: "The fact that the quantity is not determinate shall not be an obstacle to the existence of the contract, provided it is possible to determine the same, without the need of a new contract between the parties." o In this case, there was no need for NFA and Soriano to enter into a new contract to determine the exact number of cavans of palay to be sold. Soriano can deliver so much of his produce as long as it does not exceed 2,640 cavans.

Re: Contention that there was no acceptance, therefore consent is absent Contention is incorrect. Sale is a consensual contract, there is perfection when there is consent upon the subject matter and price, even if neither is delivered. This is provided by NCC 1475. The acceptance referred to by NCC 1475 which determines consent is the acceptance of the one party by the other and not of the goods delivered as contended by petitioners. And, from the moment the contract of sale is perfected, it is incumbent upon the parties to comply with their mutual nd obligations or the parties may reciprocally demand performance. (2 par, NCC 1475) The CFI and the CA also found that the seller was a bona fide farmer, thus qualified to sell palay grains to NFA. Decision affirmed.