- Petitioner
- Xyst Corporation
- Respondent
- Dmc Urban Properties Development Inc.
- Citation
- G.R. No. 171968
- Court
- Supreme Court
- Division
- Second Division
- Ponente
- Quisumbing, J.
- Decided
- July 31, 2009
Summary
XYST Corporation sued DMC Urban Properties Development Inc. for specific performance, claiming a perfected contract of sale existed for the 18th floor of Citibank Tower based on acceptance letters and payment of reservation fee. The Supreme Court affirmed the RTC's dismissal, ruling that no contract was perfected because XYST's amendments to the pro-forma contract constituted counter-offers rather than absolute acceptance, preventing meeting of the minds. The Court held that parties remained in the negotiation stage when DMC called off the deal. The reservation fee could not be considered earnest money since no contract existed. The decision clarifies the distinction between offers, counter-offers, and absolute acceptance in contract formation under Philippine civil law.