### Facts:
The dispute revolves around the ownership and sale of the 2nd to 6th floors of the J. Moreno Building. Jose R. Moreno, Jr., the petitioner, owns the ground, 7th, and penthouse floors, whereas the respondent, Private Management Office (formerly Asset Privatization Trust or APT), owns the contested floors. On February 13, 1993, discussions regarding Moreno’s right of first refusal to purchase the contested floors initiated, with a proposed purchase price of ₱21 million. Moreno deposited 10% of the price on February 26, 1993. Subsequently, there were contentions about the price’s computation and an adjustment to ₱42,274,702.17 was suggested, which Moreno disputed. This led to a legal battle culminating at the Supreme Court after the Court of Appeals reversed the trial court’s decision in favor of Moreno.
### Issues:
1. Was there a perfected contract of sale for the amount of ₱21 million for the said floors, thereby entitling Moreno to enforce the purchase?
2. If a perfected contract existed, can the respondent be bound to the sale price of ₱21 million?
3. Are respondent’s claims of required approval for indicated price and the objection to an unconscionably low sale price relevant and timely?
### Court’s Decision:
The Supreme Court affirmed the Court of Appeals’ decision, holding there was no perfected contract for the sale of the floors at ₱21 million. The Court noted that the parties only reached the negotiation stage and did not agree upon the essential elements of a contract, specifically the price. The purported agreement was conditioned upon the approval of the Committee on Privatization, which never occurred. Additionally, the appellate court was justified in not dismissing the respondent’s appeal on procedural technicalities, acknowledging the merit in its arguments.
### Doctrine:
– A contract of sale is perfected at the moment there is a meeting of minds upon the object and the price. Until the parties have a clear, definite understanding on these essential elements, no contract exists.
– Procedural rules can be relaxed to prevent a miscarriage of justice when noncompliance with such rules does not equate to the degree of the litigant’s error.
### Class Notes:
– **Key Elements of a Perfected Contract**: Existence of an offer, acceptance, and a meeting of the minds on the object and the cause or consideration of the contract. (Art. 1319 and Art. 1475, Civil Code)
– **Role of Suspensive Condition in Contracts**: A contract that depends on a future and uncertain event is not perfected until the condition occurs.
– **Relaxation of Procedural Rules**: Courts may relax procedural rules to prevent an injustice that is disproportionate to a party’s procedural lapse.
### Historical Background:
This case illustrates the intricate judicial scrutiny involved when public assets under privatization are contested in civilian transactions. It emphasizes the significance of clear, unequivocal agreements, particularly when dealing with state-owned properties and the necessity of securing prior approvals from designated authorities, reflecting the tightrope between privatization policies and contractual freedom.
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