Case:

ABS-CBN Broadcasting Corporation vs. CA (301 SCRA 592)

FACTS

ISSUE/S

LAWS

PETITIONER: ABS-CBN Broadcasting Corporation

RESPONDENT: CA, Republic Broadcasting Corporation, Viva Productions, Inc.,
Vicente del Rosario

PONENTE: Davide, Jr.

This case arose from a petition for review on certiorari where ABS-CBN prayed that
the resolution by the CA be reversed. The CA affirmed and modified the decision of
the RTC of QC.

ABS-CBN filed a complaint for specific performance against Viva Productions as id
claimed that there was already a perfected contract between both parties when
Eugenio Lopez III, ABS-CBNs General Manager, put into an agreement as to the
price on a number of certain films, in a napkin that the latter also signed. He
claimed that Vic del Rosario agreed that ABS-CBN will be granted exclusive film
rights to fourteen films for a total consideration of Thirty Six Million Pesos (Php
36,000,000). Del Rosario denied having such agreement with Lopez and that what
they agreed on was different, requiring Lopez to make a counter proposal, after
which Charo Santos-Concio, ABS-CBNs Vice-President have sent a handwritten
note to to del Rosario with a contract draft (a counter proposal).

ABS-CBN was informed of the rejection of their offer as Vivas Board of Directors
will not agree to sell the package of 104 films for less than Sixty Million Pesos.

Viva, meanwhile, signed a letter of agreement with RBS for sixty million pesos,
giving them the exclusive right to air the 104 Viva produced and/or acquired films,
including the fourteen films that was the subject of the case filed in the RTC.

Whether there was a perfected contract between ABS CBN and Viva (through del
Rosario)?

Article 1305
A contract is a meeting of minds between two persons whereby one binds himself,
with respect to the other, to give something or to render some service. (1254a)

HOLDINGS

No. There was not contract perfected between ABS-CBN and Viva Films through
their representatives. The alleged furnishing of signed napkin with the amount
and the number of fims that ABS-CBN will be granted exclusive rights on was never
produced in Court. Moreover, the counter-proposal sent by Concio, in the form of a
draft contract proposing Thirty Five Millon Pesos for an exhibition of 53 films is just
considered nothing less but a counter-offer if Lopez based on his discussion with del
Rosario. There was no acceptance of this offer.

There are three stages in making a contract and without the fulfillment of those
three steps/requisites, there can be NO CONTRACT.