Manila Metal Container Corporation v. Philippine National Bank

Summary

Manila Metal Container Corporation (MMCC) claimed a perfected contract of sale existed with Philippine National Bank (PNB) for repurchasing foreclosed property after the redemption period expired. MMCC argued that PNB's Special Assets Management Department (SAMD) had accepted its offer to repurchase for P1,574,560.47 when it accepted MMCC's P725,000.00 deposit. However, the Supreme Court ruled no contract was perfected because: (1) SAMD lacked authority to bind PNB without Board approval under Corporation Code Section 23; (2) PNB's qualified acceptance constituted a counter-offer that MMCC rejected; (3) parties never reached agreement on final purchase price and terms; and (4) the P725,000.00 was merely a conditional deposit, not earnest money proving contract perfection under Civil Code Article 1482. The case establishes important precedents on corporate authority, contract formation requirements, and the distinction between deposits and earnest money in sale transactions.