MALBAROSA V COURT OF APPEALSCALLEJO; April 30, 2003NATUREPetition for review on certiorari of the decision of the CA.FACTS- he petitioner !alvador "al#arosa was the president and $eneral %ana$er ofPhiltectic Corporation and an o&cer of other corporations #elon$in$ to the !EA'C$ro(p of co%panies. !EA'C assi$ned to hi% a )*+2 %odel "its(#ishi ,allant !(per!aloon car and was also iss(ed %e%#ership certi-cates in the Architect(ral Center,.nc.- On Jan(ar/ +, )**0, "ala#arosa tendered his resi$nation fro% all his positions inthe !EA'C $ro(p of co%panies and reiteratin$ his re0(est for the pa/%ent of hisincentive co%pensation for )*+* which is appro1i%atel/ P3*2,000.00 accordin$ tohi%.- !EA'C, thro($h its President Lo(is 'a Costa, accepted his resi$nation andentitled hi% to an incentive a%o(ntin$ to P22),023.43, which was lower than"al#arosa5s e1pectation. .t is to #e satis-ed #/ transferrin$ to hi% the car assi$nedto hi%, which esti%ated fair %ar6et val(e is P220,000.00 and the %e%#ershipshare of !EA'C s(#sidiar/, radestar .nternational .nc. in the Architect(ral Center,.nc. a%o(ntin$ to P40,000.00.- he respondent prepared the letter-o7er dated %arch )8, )**0 and re0(ired"al#arosa to a&1 his confor%it/ on the space provided therefor and the datethereof on the ri$ht #otto% position of the letter.- On "arch )4, )**0, 'a Costa %et with the petitioner and handed to hi% theori$inal cop/ of the letter-o7er for his consideration #(t he ref(sed to si$n it,instead said that he will review the o7er -rst. "ore than two wee6s have passedand 'a Costa never heard feed#ac6 fro% "al#arosa. h(s he decided to -nall/withdraw his o7er on April 3, )**4. 9owever, "al#arosa trans%itted the cop/ ofthe si$ned Letter-o7er to respondent on April 3, )**4 and he alle$ed that he had alread/ accepted the o7er of the respondent when he a&1ed his confor%it/ thereto on the space provided therefor on "arch 2+, )**0 and had sent to the respondent corporation on April 3, )**0 a cop/ of said "arch )8, )**0 Letter-o7er #earin$ his confor%it/ to the o7er of the respondent; hence, the respondent can no lon$er de%and the ret(rn of the vehicle in 0(estion. 9e f(rther avers that he had alread/ i%pliedl/ accepted the o7er when after said respondent:s o7er, he retained possession of the car.Procedure- '(e to petitioner5s ref(sal to ret(rn the vehicle after April 3, )**4, the respondent-led a co%plaint for recover/ of personal propert/ with replevin, with da%a$es andatt/5s fee.- ;C < iss(ed a writ of replevin- CA < a&r%ed ;C5s decisionISSUES). =O> there was a valid acceptance on "al#arosa5s part of the "arch )8, )**0 letter-o7er of respondent2. =O> there was an e7ective withdrawal #/ the respondent of said Letter-o7erHELD). >O.- Article )3)+ of CC sa/s that ?here is no contract (nless the followin$ re0(isitesconc(r@A)B consent of the contractin$ parties;A2B o#Cect certain which is the s(#Cect %atter of the contractA3B ca(se of the o#li$ation which is esta#lished.n this case, there is no contract as "al#arosa failed to %eet the re0(ire%ents of avalid acceptance to wit@AaB %a/ #e e1press or i%pliedA#B %(st #e a#sol(te, (nconditional and witho(t variance of an/ sort fro% the o7erD %(st #e %ade 6nown to the o7erorAdB %(st #e %ade in the %anner prescri#ed #/ the o7erorReasoning "ala#arosa co%%(nicated his acceptance onl/ after the 6nowled$e ofrevocation or withdrawal of his o7er. 9e failed to trans%it his confor%it/while the o7er was s(#sistin$. An acceptance which is not %ade in the %anner prescri#ed #/ the o7eror is not e7ective #(t constit(tes a co(nter-o7er which the o7eror %a/ accept or reCect. he respondent re0(ired the petitioner to accept the o7er #/ a&1in$ his si$nat(re on the space provided in said letter-o7er and writin$ the date of said acceptance, th(s foreclosin$ an i%plied acceptance or an/ other %ode of acceptance #/ the petitioner. 9owever, when the letter-o7er of the respondent was delivered to the petitioner on "arch )4, )**0, he did not accept or reCect the sa%e for the reason that he needed ti%e to decide whether to reCect or accept the sa%e.here was no contract perfected #etween the petitioner and the respondent corporation he petitioner:s plaint that he was not accorded #/ the respondent reasona#le ti%e to accept or reCect its o7er does not pers(ade..t %(st #e (nderscored that there was no ti%e fra%e -1ed #/ the respondent for the petitioner to accept or reCect its o7er.=hen the o7eror has not -1ed a period for the o7eree to accept the o7er, and the o7er is %ade to a person present, the acceptance %(st #e %ade i%%ediatel/. .n this case, the respondent %ade its o7erto the petitioner when 'a Costa handed over on "arch )4, )**0 to the petitioner its "arch )8, )**0 Letter-o7er #(tthat the petitioner did not accept the o7er.he respondent, th(s, had the option to withdraw or revo6e the o7er, which the respondent did on April 8, )**0.2. EE!- .%plicit in the a(thorit/ $iven to Philtectic Corporation to de%and for and recoverfro% the petitioner the s(#Cect car and to instit(te the appropriate action a$ainsthi% to recover possession of the car is the a(thorit/ to withdraw the respondent5sLetter-o7er.Disposition 'ecision of the CA is AFF.;"E'.