For a contract of sale of real property to be enforceable under the Statute of Frauds, particularly when payment is to be made in installments, the note or memorandum must contain all essential elements of the contract, including the specific terms of payment; a mere indication of the total price without the agreed manner of payment is insufficient if the intent is not a cash sale. Furthermore, an acceptance of an offer that includes a call to "negotiate details" is not an absolute acceptance required for the perfection of a contract under Article 1319 of the Civil Code.

Petitioners expressed willingness to sell a property in Tacloban City to private respondents (occupants of the property) for P6,500,000, provided respondents decided by July 31, 1978. Respondents replied, agreeing to buy and asking petitioners' representative to "proceed Tacloban to negotiate details." A subsequent meeting occurred where petitioners' representative presented a prepared contract with payment terms (balance within 30 days) that differed from what respondents allegedly expected (balance within 90 days), leading to the non-signing of the contract and the present suit for specific performance.

• On July 12, 1978, petitioners, through Atty. Pedro C. Gamboa, sent a letter to respondent Yao King Ong, offering to sell the Sotto property in Tacloban City for P6,500,000.00, giving Yao King Ong and other occupants until July 31, 1978, to decide.
• In response, "Yao King Ong & tenants" sent a telegram to Atty. Gamboa stating: "Reurlet dated July 12 inform Dra. Yuvienco we agree to buy property proceed Tacloban to negotiate details."
• On July 27, 1978, Atty. Gamboa wired Yao King Ong: "PROPOSAL ACCEPTED ARRIVING TUESDAY MORNING WITH CONTRACT PREPARE PAYMENT BANK DRAFT."
• Respondents alleged in their complaint that an agreement was reached for a P2,000,000.00 down payment upon contract execution, and the balance of P4,500,000.00 to be paid within ninety (90) days thereafter.
• On August 1, 1978, Atty. Gamboa arrived in Tacloban City with a prepared contract to purchase and sell. However, respondents claimed that the contract changed the mode of payment for the P4,500,000.00 balance to within thirty (30) days from execution, instead of the alleged ninety (90) days.
• Due to this variance, the bank draft respondents were to deliver was returned, and the contract remained unsigned by respondents.
• Petitioners filed a motion to dismiss the subsequent specific performance case, arguing lack of cause of action and unenforceability under the Statute of Frauds, which the trial court denied.

• The complaint failed to state a cause of action because there was no perfected contract of sale, as respondents' telegraphic reply to "negotiate details" was not an absolute acceptance of the offer.
• The alleged agreement was unenforceable under the Statute of Frauds (Article 1403, No. 2(e), Civil Code) because the essential terms, particularly the manner of payment (installments over 90 days), were not contained in any note or memorandum signed by the petitioners or their agent.
• The letters and telegrams presented by respondents did not constitute a sufficient memorandum to prove the alleged installment payment terms.
• The trial court erred in ruling that respondents could simply allege the existence of documents supporting their claim without annexing or quoting them, especially when the Statute of Frauds is invoked.

• A perfected contract of sale existed, and the "details" to be negotiated were merely "accidental elements," not essential ones.
• The letters and telegrams (Annexes 'C', 'C-1', and 'D' to their complaint) constituted a sufficient note or memorandum to take the agreement out of the Statute of Frauds.
• They alleged an agreement for a P2M down payment and the P4.5M balance payable within 90 days, which petitioners violated by preparing a contract stipulating a 30-day payment period for the balance.
• Under existing jurisprudence, for a motion to dismiss based on failure to state a cause of action, the movant is deemed to admit the factual allegations of the complaint, including the agreed terms of payment.
• They should be given a day in court to substantiate their allegations and present additional evidence.

• Whether the complaint sufficiently states a cause of action for specific performance, specifically, whether a perfected contract of sale existed between the parties.
• Whether the alleged contract of sale, particularly the terms of payment, is enforceable under the Statute of Frauds.
• Whether the trial court committed grave abuse of discretion in denying the motion to dismiss.

• The Supreme Court granted the petition, set aside the trial court's orders, and dismissed the private respondents' amended complaint.
• The Court ruled that there was no perfected contract of sale arising from the initial exchange of the letter and telegram because the respondents' reply to "proceed Tacloban to negotiate details" was not an "absolute" acceptance as required by Article 1319 of the Civil Code; the term "negotiate" implies that an agreement had not yet been reached.
• While the complaint alleged a subsequent agreement on specific payment terms (P2M down, P4.5M balance in 90 days), which could constitute a distinct cause of action, this alleged agreement is unenforceable under the Statute of Frauds (Article 1403, No. 2(e), Civil Code).
• The Court held that for a sale of real property on installments, the Statute of Frauds requires that the note or memorandum must contain the terms of payment. The 90-day term for the balance insisted upon by respondents did not appear in any note, writing, or memorandum signed by the petitioners or their agent.
• The Court further clarified that when a motion to dismiss invokes the Statute of Frauds, and supporting documents are insufficient, it is incumbent upon the plaintiff to produce any existing note or memorandum to enable the court to determine the need for further proceedings, rather than delaying by withholding such evidence until trial.
• The trial court's failure to properly apply the laws on perfection of contracts in relation to the Statute of Frauds and pertinent rules of pleading constituted grave abuse of discretion.

• Perfection of Contract (Article 1319, Civil Code) — Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer. This was applied to determine that respondents' telegram instructing petitioners' agent to "proceed to Tacloban to negotiate details" was not an absolute acceptance, thus no contract was perfected at that stage.
• Statute of Frauds (Article 1403, No. 2(e), Civil Code) — An agreement for the sale of real property or of an interest therein is unenforceable by action unless the same, or some note or memorandum thereof, be in writing, and subscribed by the party charged, or by his agent. This was applied to rule that the alleged agreement for the sale of property with payment in installments (P2M down, P4.5M balance in 90 days) was unenforceable because the specific installment term (90 days) was not in any written note or memorandum signed by petitioners or their agent. The Court emphasized that for installment sales, the terms of payment are essential and must be in writing.
• Perfection of Contract of Sale (Article 1475, Civil Code) — 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. This was read in conjunction with the Statute of Frauds to mean that for installment sales of real property, the "price" in the note or memorandum must include the manner of payment if not intended to be in cash.
• Pleading Ultimate Facts (Section 1, Rule 8, Rules of Court) — Every pleading shall contain in a methodical and logical form, a plain concise and direct statement of the ultimate facts on which the party pleading relies for his claim or defense. The Court noted the trial court's error in allowing plaintiffs to merely allege the existence of documents supporting their claim under the Statute of Frauds without producing them when challenged by a motion to dismiss, stating this encourages undue delay.
• Motion to Dismiss based on Statute of Frauds — Unlike a motion to dismiss for failure to state a cause of action, a motion invoking the Statute of Frauds can be filed even if non-compliance doesn't appear on the face of the complaint, and absence of compliance can be proven during the motion stage. The plaintiff then has the burden to produce the requisite note or memorandum. This was applied to fault the trial court for not requiring respondents to produce such writing when petitioners moved to dismiss on this ground.

• "We underline the word 'negotiate' advisedly, because to Our mind it is the key word that negates and makes it legally impossible for Us to hold that respondents' acceptance of petitioners' offer, assuming that it was a 'certain' offer indeed, was the 'absolute' one that Article 1319 above-quoted requires."
• "Thus, We hold that in any sale of real property on installments, the Statute of Frauds read together with the perfection requirements of Article 1475 of the Civil Code must be understood and applied in the sense that the idea of payment on installments must be in the requisite of a note or memorandum therein contemplated."
• "To put it the other way, under the Statute of Frauds, the contents of the note or memorandum, whether in one writing or in separate ones merely indicative for an adequate understanding of all the essential elements of the entire agreement, may be said to be the contract itself, except as to the form."
• "In other words, it would be inimical to the public interests in speedy justice for plaintiff to play hide and seek at his own convenience, particularly, when, as is quite apparent as in the instant case that chances are that there are no more writings, notes or memoranda of the installment agreement alleged by respondents."

• Paredes vs. Espino, 22 SCRA 1000 — Cited by the trial court and respondents for the principle that letters and telegrams can constitute a sufficient memorandum under the Statute of Frauds. The Supreme Court, however, clarified that the "essential elements" mentioned in Paredes must, for installment sales of real property, include the terms of payment.
• Berg vs. Magdalena Estate, Inc., 92 Phil. 110 — Cited by the trial court to distinguish between the contract itself and the written evidence required by the Statute of Frauds. The Supreme Court did not directly dispute this but focused on the content required for such written evidence in installment sales.

• Article 1319, Civil Code — Governs the manifestation of consent through the meeting of the offer and acceptance, requiring the offer to be certain and the acceptance absolute. Applied to show no perfected contract due to respondents' qualified acceptance ("negotiate details").
• Article 1403, No. 2(e), Civil Code — The Statute of Frauds provision making agreements for the sale of real property unenforceable unless in writing. Applied to find the alleged installment sale unenforceable as the 90-day payment term was not in writing.
• Article 1475, Civil Code — States that a contract of sale is perfected upon the meeting of minds on the object and the price. Interpreted to mean that for installment sales under the Statute of Frauds, the "price" in the memorandum must include the manner of payment.
• Section 1, Rule 8, Rules of Court (now Sec. 5, Rule 7 of the 2019 Amended Rules of Civil Procedure) — Requires pleadings to state ultimate facts. Referenced in discussing the trial court's error in not compelling respondents to produce written evidence of the alleged contract terms when the Statute of Frauds was invoked.