YOLANDA PALATTAO,petitioner, vs.THE COURT OF APPEALS :APPEALS381 SCRA 681MAY 7, 2002FACTS:Petitioner Yolanda Palattao interred into a lease contract whereby she leased to private respondent a house anda 490-square-meter lot located in101 Caimito Road, Caloocan City, covered by Transfer Certificate of Title No.247536 and registered in the name of petitioner. The duration of the lease contract was for three years, commencingfromJanuary 1,1991,toDecember31,1993,renewableatthe option of the parties. The agreed monthly rental wasP7,500.00 for the first year; P 8,000.00 for the second year: and P8,500.l00 for the third year. The contract gave respondent lessee the first option to purchase the leased property. During the last year of the contract, the parties began negotiations for the sale of the leased premises to private respondent. In a letter dated April 2,1993,petitioner offered to sell to private respondents 413.28 square meters ofthe leasedlot at P7,800.00 per square meter, or forthe total amountofP3,223,548.00. private respondents replied on April 15, 1993wherein he informed petitioner that he shall definitely exercise his option to buy the leased property. Private respondent, however, manifested his desire to buy thewhole490square meters inquired from petitioner the reason why only 413.28square meters oftheleasedlotwerebeing offeredfor sale.In aletter dated November6,1993,petitioner madea final offer to sellthelotatP 7,500.00per squaremeterwithadownpaymentof50% upon the signing of the contract of conditional sale, the balance payable in one year with a monthly lease/interest payment P 14,000.00 which must be paid on or before the fifth day every month that the balance is still outstanding. On November 7, 1993, private respondents accepted petitionersoffer andreiteratedhisrequestfor respondent accepted petitioners offers and reiterated his request for clarification as to the size of the lot for sale. Petitioner acknowledged private respondents acceptance of the offer in his letterdatedNovember10,1993.PetitionergaveprivaterespondentonorbeforeNovember24,1993,within which to pay the 50% down payment in cash or managers check. Petitioner stressedthat failure to paythe down paymenton the stipulated period will enable petitioner to freely sellher propertyto others. Petitioner likewise notified private respondent, that she is no longer renewing the lease agreement upon its expiration on December31,1993.Private respondent didnot accept thetermsproposed by petitioner. Neither were there anydocuments of sale nor payment by private respondent of the required down payment. Private respondent wrote a letter to petitioner onNovember29, 1993manifestinghis intention toexercisehis optionto renew theirlease contract for another threeyears, starting January 1, 1994 to December31,1996. This was rejected by petitioner, reiterating that she was no longer renewing the lease. Petitioner demanded that private respondent vacate the premises, but the latter refused. Hence, private respondent filed with the Regional Trial Court of Caloocan, Branch 127, a case for specified performance, docketed as CivilCaseNo, 16287, seekingtocompelpetitioner toselltohim theleasedproperty.Private respondentfurther prayed forthe issuance of a writ preliminary injunction to prevent petitioner from filing an ejectment case upon the expiration of the lease contract on December 31, 1993.During the proceedings in the specific performance case, the parties agreedtomaintainthe status quo. Private respondentarguedthat he did not abandon hisoptionto buythe leased property and that hisproposal to renewthe lease was butan alternative proposal to the sale. He further contended that the filing of the ejectment case violated their agreement to maintain the status quo.ISSUE:Whether or not there was a valid consent in the case at bar.RULING:There was no valid consent in the case at bar. Contractsthatare consensual innature,likea contractof sale, are perfected upon mere meetingof theminds.Once there is concurrencebetween theofferandthe acceptance upon the subject matter, consideration, and terns of payment, a contract isproduced. Theoffer mustbecertain.Toconverttheofferintoacontract,theacceptance must be absolute and must not qualify the terms of the offer; it must be plain, unequivocal, unconditional, and withoutvariance of any sort from the proposal. Aqualified acceptance, or onethat involves anew proposal, constitutes acounter-offer and is a rejection of the original offer. Consequently, when something is desired which is not exactlyis proposed inthe offer, such acceptanceis notsufficient to generate consent because any modification or variation from the terms of the offer annuals the offer. In the case at bar, while it is true that private respondent informed petitionerthatheisacceptingthelattersofferto sell the leased property, it appears that they did not reach an agreement as to the extent of the lot subject of the proposed sale. Letters reveal that private respondent did not give his consent to buy only413.28 square meters of the leased lot, as he desired to purchase the whole 490square-meter- leased premises which, however, was not what wasexactlyproposedinpetitionersoffer.Clearly,therefore,privaterespondentsacceptanceofpetitionersoffer wasnotabsolute,andwillconsequentlynot generate consent that would perfect acontract.