GR L 9871; (January, 1958) (Digest)
G.R. No. L-9871; January 31, 1958
ATKINS, KROLL and CO., INC., petitioner, vs. B. CUA HIAN TEK, respondent.
FACTS
Petitioner Atkins, Kroll and Co., Inc. sent a letter dated September 13, 1951, to respondent B. Cua Hian Tek, containing a “firm offer” for the sale of 1,000 cartons of sardines at specified prices, subject to reply by September 23, 1951. Respondent accepted the offer unconditionally on September 21, 1951. Petitioner failed to deliver the sardines due to a shortage of catch by packers in California. Respondent sued for damages. The Court of First Instance ordered petitioner to pay damages, which the Court of Appeals reduced to P3,240.15 representing unrealized profits. Petitioner argues that the letter constituted only an unenforceable option to buy, lacking consideration under Article 1479 of the New Civil Code, and not a binding contract of sale.
ISSUE
Whether the exchange of letters between the parties created a mere unenforceable option (unilateral promise) or a binding bilateral contract of sale.
RULING
The Supreme Court affirmed the decision of the Court of Appeals, holding that a binding bilateral contract of sale was created upon respondent’s acceptance. The Court ruled:
1. The acceptance of the “firm offer” resulted in a bilateral contract to sell and to buy, not a unilateral option. Respondent, upon acceptance, immediately assumed the obligations of a purchaser (e.g., applying for an import license), and could have been sued if he had backed out.
2. Even if the offer were construed as an option, it was accepted before withdrawal, thereby forming a binding contract of sale under prevailing authorities, regardless of any lack of consideration for the option.
3. Petitioner’s new theory on appeal—that the agreement was an unenforceable option for lack of consideration—was not raised in the trial court and cannot be permitted, as a change of theory on appeal is unfair to the adverse party.
4. Petitioner’s failure to deliver the sardines without legal excuse justified the award of damages, fixed at P3,240.15. Costs were imposed on petitioner.