National Grains Authority v.

IAC
Art. 1349 - Quantity of Goods Not Essential for Perfection

Doctrine: The sale of grain is perfected even when the exact quantity or qualiyt is not
known so long as the source of the subject is certain.

FACTS:
Petitioner, NGA (now NFA) is a govt agency that has for its incidental functions the
buying of palay grains from qualified farmers. Soriano - Respondent (Rx) one day,
offered to sell his palay grains. The required documents for selling to the NFA were
processed and he was given a quota of 2,640 cavans of palay, (the maximum number of
cavans of palay that Soriano may sell to the NFA) and it was noted in his Farmers
Information Sheet.

When Rx delivered 630 cavans of palay, it was not rebagged classified and weighed ( the
standard procedure for when NFA receives rice from seller-farmers). He was not payed
because of a information that the Provincial Manager of NFA, Cabal had received stating
that Rx was not a bona fide farmer, that the rice Rx sold to NFA was not from his
farmkand but was only taken from a warehouse of a rice trader. Rx was advised by Cabal
to withdraw the rice because the NFA could not accept rice not coming from non bona
fide farmers. Rx insisted he be payed instead.

PX’s Contention: the delivry of the 630 cavans was done for the purposes of an offer for
sale only. The cavans did not undergo the normal process (rebagging, classifying,
weighing, giving of the Warehouse Stock Receipt - WSP.) which meant that the rice was
never accepted by NFA. They contend that the giving of the WSP is the final step for
acceptance. Thus there was no perfected contract.

ISSUE:
Was there a perfected sale?

RULING:
YES. There was a perfected sale when NFA accepted Rx’s offer to sell his rice. When
NFA gave Rx a quota, of 2,640 cavans, there was already a meeting of the minds -
consent. (Subject - palay, price - dependent on quality -> All three elements of sale were
present!)

The fact that the number of cavans to be delivered (as what he was given was only a
quota, a maximum of how many cavans he can deliver) does not affect perfection. “The
fact that the quantity is not determinate will not be an obstacle to a contract when it
is possible to determine the same without need of a new contract bet. the parties.”
Here, the parties didn’t need to go into another contract to deterine the quantity, thus the
palay was determinable at perfection.

DISMISSED, CA’S RULING AFFIRMED - ordered NFA to pay the price of the cavans +
interest
Schuback v. CA
Art. 1349 - Quantity of Goods Not Essential for Perfection

Doctrine: Where the seller quoted items offered for sale by item number part number
description and unit price and buyer had sent in a reply a purchase order without
indicating the quantity being ordered, there was alredy a perfected contract of sale even
when the required letter of credit had not been opened by the buyer.

FACTS:
Rx wanted to buy bus spare parts from Germany. He contacted Px, who in turn
contacted their business partner Schuback Hamburg (note: lahi si Schuback na Px ug si
Schuback Hamburg, but business partners sila. For digest purposes Px = Schuback nga
petitioner, Schuback Hamburg = business partner) Rx submitted a list of the parts he
wanted, and Px, reffered the list to Schuback Hamburg for quotations. Px then sent the
quotations to Rx as an offer. Rx requested 15% discount.

Px submitted a formal offer (containing item and part numbers, quantity, description, unit
pricess and the total). On December 24, 1981, Rx iformed Px that he wanted to avail of
the prices and gave Purchase Order No. 0101 (P.O.) containing item number, part
number, and description but no quantity of the parts. He promised to submit the
quantities of the parts he wanted a week later. On December 29, 1981 Rx then
subitted the quantites he wanted which were written on Purchase Order 0101, and wrote
at the bottom of the P.O. “Note: Above P.O. Will include a 3% discount. The above will
serve as our initial P.O.”

Px ordered the items for Rx from Schuback so that Rx could avail of the old prices of the
parts (because there was a price increase of 7% when the order was made). Schuback in
turn ordered the needed parts from NDK, a parts supplier so that Schuback could fulfill
and deliver Px’s orders and Px could in turn give the items needed to Rx.

Schuback then wanted a letter of credit to be opened by Rx for the payment of the orders.
Rx didn’t do such and Schuback had already received partial deliveries of Rx’s order.
Schuback and Px demanded the opening of the letter of credit threatening litigation.
Rx’s defense was that there was no valid purchase order and thus no contract of sale.

ISSUE: Was there a perfected sale?

RULING:
YES. Sale is a consensual contract perfected by consent, which is present when there is a
meeting of the minds bet. 2 persons. (See Art. 1319 for when consent is manifested.) In
this case there was consent in both sides. When Px, gave his final offer and when Rx
inform Px that he (Rx) wanted to avail of the prices in the final offer, there was a
meeting of the minds bet. the two. The lack of quantity does not affect validity of the sale,
and Rx, later on submitted to Px the quantity of the parts he wanted.
(subject: spare parts, consideration: price stated in the offer -> all elements present, sale is
perfected!!!)
The notation by Rx in the purchase order was also a manifestation of his consent, because
by requesting a 3% discount, he impliedly accepted the set prices in Px’s final offer.
When Px immediately ordered the items from Shucback which in turn ordered the items
from NDK, there was acceptance on Px’s part of the 3% discount (so that Rx could avail
of old prices of the parts before the price hike of 7%. This is why Rx immediately placed
the order of his parts - he didnt want to pay more )

Thus there was a perfected sale on December 24, 1981 and not on December 29 (when
the quantities were submitted.) Quantity is not essential for a sale’s perfection. It is
immaterial. What is important i the meeting of the minds (consent) as to the object
and the cause which in this case was on December 24, 1981.

The opening of the letter of credit can’t affect the sale’s validity as suspensive condition
would because it is merely a mode of payment and thus not an essential element of a sale.

PETITION GRANTED, DECISION OF CA (AGAINST PX) REVERSED TRIAL

COURT’S ORDER REINSTATED ->ordered Rx to pay actual compensatory damages
and, unearned profits