G.R. No. L-5003
June 27, 1953
• Appellee - NAZARIO TRILLANA, administrator
• Appellant - QUEZON COLLEGE, INC., claimant
• Deceased Damasa Crisostomo sent a letter to
defendant regarding her subscription to shares of
capital stock in QC, Inc.
• Damasa Crisostomo died on October 26, 1948.
• As no payment appears to have been made on
the subscription mentioned in the foregoing letter,
the Quezon College, Inc. presented a claim before
the Court of First Instance of Bulacan in her testate
proceeding, for the collection of the sum of
P20,000, representing the value of the subscription
to the capital stock of the Quezon College, Inc.
• This claim was opposed by the administrator of the
estate, and the Court of First Instance of Bulacan,
after hearing issued an order dismissing the claim of
the Quezon College, Inc. on the ground that the
subscription in question was neither registered in nor
authorized by the Securities and Exchange
• From this order, the Quezon College, Inc. has
• It appears that the application sent by Damasa
Crisostomo to the Quezon College, Inc. was written
on a general form indicating that an applicant will
enclose an amount as initial payment and will pay
the balance in accordance with law and the
regulations of the College.
• On the other hand, in the letter actually sent by
Damasa Crisostomo, the latter (who requested that
her subscription for 200 shares be entered) not only
did not enclose any initial payment but stated that
"babayaran kong lahat pagkatapos na ako ay
makapagpahuli ng isda."
The BOARD OF TRUSTEES
June 1, 1948
Please enter my subscription to dalawang daan (200) shares of your capital stock with a par value of P100 each. Enclosed you will find (Babayaran kong lahat pagkatapos na ako ay makapag-pahuli ng isda) pesos as my initial payment and the balance payable in accordance with law and the rules and regulations of the Quezon College. I hereby agree to shoulder the expenses connected with said shares of stock. I further submit myself to all lawful demands, decisions or directives of the Board of Trustees of the Quezon College and all its duly constituted officers or authorities (ang nasa itaas ay binasa at ipinaliwanag sa akin sa wikang tagalog na aking nalalaman). Very respectfully,
(Sgd.) DAMASA CRISOSTOMO
Signature of subscriber
Nilagdaan sa aming harapan:
• One who dies leaving a valid will, or the description
of this status.
• Whether or not the condition entered into by both
parties are valid.
• No, it is not valid.
• There is nothing in the record to show that the
Quezon College, Inc. accepted the term of
payment suggested by Damasa Crisostomo, or that
if there was any acceptance the same came to her
knowledge during her lifetime.
• As the application of Damasa Crisostomo is
obviously at variance with the terms evidenced in
the form letter issued by the Quezon College, Inc.,
there was absolute necessity on the part of the
College to express its agreement to Damasa's offer
in order to bind the latter.
• Conversely, said acceptance was essential,
because it would be unfair to immediately obligate
the Quezon College, Inc. under Damasa's promise
to pay the price of the subscription after she had
caused fish to be caught.
• In other words, the relation between Damasa
Crisostomo and the Quezon College, Inc. had only
thus reached the preliminary stage.
• Indeed, the need to express acceptance on the
part of the Quezon College, Inc. becomes the more
imperative, in view of the proposal of Damasa
Crisostomo to pay the value of the subscription...
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