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    Ace Foods, Inc V Micro Pacific Technologies Company

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    Rejmali Good
    The case involves a dispute over payment for technological office supplies between Ace Foods, Inc. and Micro Pacific Technologies Co., Ltd. Ace Foods claimed the supplies were defective and did not comply with the payment terms, while Micro Pacific argued they complied with the contract's terms. The RTC ruled it was a contract to sell, but the CA reversed, ruling it was a contract of sale. The Supreme Court affirmed, finding the parties intended a contract of sale, making ownership transfer immediately upon consent and obligating Ace Foods to pay the purchase price. As Ace Foods did not prove their claims of breach, their rescission action failed and payment was due.

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    Ace Foods, Inc V Micro Pacific Technologies Company

    Uploaded by

    Rejmali Good
    54 views1 page
    The case involves a dispute over payment for technological office supplies between Ace Foods, Inc. and Micro Pacific Technologies Co., Ltd. Ace Foods claimed the supplies were defective and did not comply with the payment terms, while Micro Pacific argued they complied with the contract's terms. The RTC ruled it was a contract to sell, but the CA reversed, ruling it was a contract of sale. The Supreme Court affirmed, finding the parties intended a contract of sale, making ownership transfer immediately upon consent and obligating Ace Foods to pay the purchase price. As Ace Foods did not prove their claims of breach, their rescission action failed and payment was due.

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    Ace Foods, Inc v Micro Pacific Technologies Company

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    The case involves a dispute over payment for technological office supplies between Ace Foods, Inc. and Micro Pacific Technologies Co., Ltd. Ace Foods claimed the supplies were defective and did not comply with the payment terms, while Micro Pacific argued they complied with the contract's terms. The RTC ruled it was a contract to sell, but the CA reversed, ruling it was a contract of sale. The Supreme Court affirmed, finding the parties intended a contract of sale, making ownership transfer immediately upon consent and obligating Ace Foods to pay the purchase price. As Ace Foods did not prove their claims of breach, their rescission action failed and payment was due.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    54 views1 page

    Ace Foods, Inc V Micro Pacific Technologies Company

    Uploaded by

    Rejmali Good
    The case involves a dispute over payment for technological office supplies between Ace Foods, Inc. and Micro Pacific Technologies Co., Ltd. Ace Foods claimed the supplies were defective and did not comply with the payment terms, while Micro Pacific argued they complied with the contract's terms. The RTC ruled it was a contract to sell, but the CA reversed, ruling it was a contract of sale. The Supreme Court affirmed, finding the parties intended a contract of sale, making ownership transfer immediately upon consent and obligating Ace Foods to pay the purchase price. As Ace Foods did not prove their claims of breach, their rescission action failed and payment was due.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
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    of 1

    ACE FOODS, INC., Petitioner, vs. MICRO PACIFIC TECHNOLOGIES CO., LTD.1, Respondent.

    (G.R. No. 200602 December 11, 2013)

    FACTS OF THE CASE:


    A dispute regarding the payment and the conditions of the technological office supplies had been upheld in this
    particular case. The petitioner alleged and claimed that the computers and other devices that had been delivered
    by respondent Micro Pacific were not in a good condition,hence, did not comply with the payment terms. On the
    other hand, the respondent argued that they complied with the conditions of the contract provided with the Ace
    Foods regarding the testing and even training seminars. The respondent alleged that they had no agreement with
    the Ace Foods regarding the breach of payment terms as to “after the delivery service” for which what is stated
    in its terms is that the payment be rendered in “immediate delivery for items on stock, otherwise 30 to 45 days
    upon receipt. Upon filing the complaint by the respondent, the RTC ruled that in a “contract to sell” which based
    on a positive suspensive condition wherein the title of such properties reserved to the respondent until full
    payment, the non-payment of such devices manifested as the sell did not materialize at all. On appeal, the CA
    reversed the decision and ruled that it is a “contract to sale” because there is already a perfected contract from
    the time the ACE Foods sent the purchase order and delivered it to them. The appellate court also dismissed the
    claim of payment shall be rendered in “after the delivery of service” because it was not the nature that has been
    manifested in the purchase order and invoice receipt.

    ISSUE:
    Whether ACE Foods should pay MTCL the purchase price for the subject products.?

    HELD:
    The intention of the parties is primordial and is to be pursued

    The very essence of a contract of sale is the transfer of ownership in exchange for a price paid or promised. 35
    This may be gleaned from Article 1458 of the Civil Code which defines a contract of sale as follows:

    Art. 1458. By the contract of sale one of the contracting parties obligates himself to transfer the ownership and
    to deliver a determinate thing, and the other to pay therefore a price certain in money or its equivalent.

    A contract of sale is classified as a consensual contract, which means that the sale is perfected by mere
    consent. No particular form is required for its validity. Upon perfection of the contract, the parties may
    reciprocally demand performance, i.e., the vendee may compel transfer of ownership of the object of the sale,
    and the vendor may require the vendee to pay the thing sold.

    A contract to sell is defined as a bilateral contract whereby the prospective seller, while expressly reserving the
    ownership of the property despite delivery thereof to the prospective buyer, binds himself to sell the property
    exclusively to the prospective buyer upon fulfillment of the condition agreed upon, i.e., the full payment of the
    purchase price. A contract to sell may not even be considered as a conditional contract of sale where the seller
    may likewise reserve title to the property subject of the sale until the fulfillment of a suspensive condition,
    because in a conditional contract of sale, the first element of consent is present, although it is conditioned upon
    the happening of a contingent event which may or may not occur.

    Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is
    the object of the contract and upon the price.

    Thus, absent any clear indication that the title reservation stipulation was actually agreed upon, the Court must
    deem the same to be a mere unilateral imposition on the part of MTCL which has no effect on the nature of the
    parties’ original agreement as a contract of sale. The obligations arising thereto, among others, ACE Foods’s
    obligation to pay the purchase price as well as to accept the delivery of the goods,40 remain enforceable and
    subsisting.

    As a final point, it may not be amiss to state that the return of the subject products pursuant to a rescissory
    action is neither warranted by ACE Foods’s claims of breach – either with respect to MTCL’s breach of its
    purported "after delivery services" obligations or the defective condition of the products - since such claims were
    not adequately proven in this case. This, however, ACE Foods failed to observe as regards its allegations of
    breach.

    DECISION:
    WHEREFORE, the petition is DENIED. The Decision of the Court of Appeals dated November 29, 2007 in CA-G.R.
    CV No. 86001 is AFFIRMED.

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