Conrado M. Vicente v. Goli

Summary

This case involves a contract interpretation dispute over the purchase price of Capitol City Development Bank shares. Petitioners sold shares to Planters Development Bank under a 1986 Memorandum of Agreement stating price shall be at 'book value at date of purchase.' Respondents paid P140.00 per share but refused to pay the differential to reach the computed book value of P193.09 per share. The trial court ruled for petitioners, but the Court of Appeals reversed, finding the parties intended a fixed P140.00 price based on subsequent conduct. The Supreme Court reversed the appellate court, emphasizing that clear contract terms must be enforced as written. The Court found the MOA unambiguous in requiring book value pricing and distinguished prior sales as separate transactions. The decision reinforces the principle that technical contract terms must be given their ordinary meaning and that careful contract preparation indicates deliberate word choice.