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Credit Transactions Case Digest: Spouses Gironella v. PNB (2015)

Spouses Gironella v. PNB
G.R. No. 194515. Sept. 16, 2015.
Perez J.

On November 11, 1991 and January 16, 1992, the Spouses Oscar and Gina Gironella obtained two co-terminus loans amounting to 7,500,000 php and 2,000,000 php from Philippine National Bank (PNB) for the construction of the Dagupan Village Hotel and Sports Complex.  Both loans were payable on installment and secured by the same real estate mortgage over a parcel of land covered by TCT No. 56059 in favor of PNB.
In May 1992, the Spouses Gironella applied for another loan amounting to 5,800,000 php for the construction of a disco-restaurant and bar and the purchase of a generator set.
From the period of February 1993 to October 2, 1995, the Spouses Gironella paid 4,219,000 php in total for their first two loans.
The Spouses Gironella defaulted in paying the prior two loans.  The Spouses alleged that: (1) they were made to believe by PNB that their third loan would be approved, (2) they were directed to proceed with their expansion plans and (3) there would be a loan restructuring.  Thus, they the income generated by the hotel while the third was pending.
In January and April 1998, the Spouses Gironella paid a total of 2,650,000 php allegedly to effect the restructuring of their loans.  Despite restructuring negotiations, PNB filed a petition to foreclose the mortgaged property on May 29, 1996 and April 17, 1998 and a Notice of Extra-judicial Foreclosure Sale.   The final foreclosure was subsequently stalled but was refiled on July 25, 2000 after failure to agree on the restructuring. 
Spouses Gironella filed a complaint before the RTC with prayer for issuance of a Temporary Restraining Order (TRO) and preliminary injunction to enjoin the enforcement of the original credit agreements and the foreclosure of the mortgaged property.  The RTC issued the TRO and Writ of Preliminary injunction and subsequently, grant the complaint by ruling that there was a binding credit restructuring agreement.  On Motion for Partial Reconsideration, RTC clarified that actual and compensatory damages to reckon from the date of the filing of the amended complaint and declared permanent the writ of preliminary injunction.
PNB filed a petition an appeal to the CA arguing that the letters sent on January 2000 and February 7, 2000 were not perfected since there was only a qualified acceptance equivalent to a counter-offer.  CA favored PNB.  The bare allegations of abuse of right by PNB on giving the Spouses Gironella false hope was insufficient to grant them damages.
Spouses Gironella filed a petition for review under Rule 45 of the Rules of Court.

ISSUE: W/N CA is correct that there is no acceptance to perfect the credit restructuring agreement.

HELD: YES. No restructured loan agreement at all that was perfected. Petition is Denied.
There are 3 distinct stages of a contract: (1) preparation or negotiation (2) perfection and (3) consummation.  The credit restructuring loan was in the negotiation stage.  The application for additional loan separate from the first two credit loans was also in the negotiation stage.
The approval of the additional loan is not contingent on the representation of the PNB officers as PNB must comply with the General Banking Law to assess based on specific legal banking requirements.  Thus, it cannot be approved without qualification.
A contract is perfected by mere consent.  In turn, consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract.  The offer must be certain and the acceptance seasonable and absolute.  If qualified, the acceptance would merely constitute a counter-offer as what occurred in this case.
To reach that moment of perfection, the parties must agree on the same thing in the same sense, so that their minds meet as to all the terms. They must have a distinct intention common to both and without doubt or difference; until all understand alike, there can be no assent, and therefore no contract. The minds of parties must meet at every point; nothing can be left open for further arrangement. So long as there is any uncertainty or indefiniteness, or future negotiations or considerations to be had between the parties, there is not a completed contract, and in fact, there is no contract at all.
The Spouses Gironella's payments under its original loan account cannot be considered as partial execution of the proposed restructuring loan agreement.  Negotiation begins from the time the prospective contracting parties manifest their interest in the contract and ends at the moment of agreement of the parties.
Once there is concurrence of the offer and acceptance of the object and cause, the stage of negotiation is finished.  Since there was a counter-offer, the parties were not past the stage of negotiation.