- Petitioner
- Sm Investments Corporation
- Respondent
- Estela Marfori Posadas
- Citation
- G.R. No. 200901
- Court
- Supreme Court
- Division
- First Division
- Ponente
- Perez, J.
- Decided
- December 7, 2015
Summary
SMIC and the Posadas sisters exchanged letters in August 1995 regarding a joint venture for developing 27.6 hectares of land. SMIC initially offered P70M goodwill money plus 60/40 sharing favoring respondents. Respondents counter-offered requesting P80M goodwill money, which SMIC accepted. When SMIC later submitted development drawings, respondents claimed they received better offers and demanded improved terms. The Supreme Court held that a contract was perfected when SMIC accepted the counter-offer in August 1995, applying Civil Code provisions on contract formation. The Court distinguished between contract perfection (meeting of minds on essential elements) and consummation (performance of terms), finding that development details were part of consummation, not perfection. The decision reinforced that contracts have the force of law between parties and must be performed in good faith.