Short answer. The offeror's city. Article 1319 of the Civil Code presumes that a contract accepted by letter or telegram was entered into in the place where the offer was made, not where the acceptance was written or mailed. This is a legal presumption tied to the cognition rule: acceptance by mail binds the offeror only once it reaches his knowledge.
What the law says
Acceptance made by letter or telegram does not bind the offerer except from the time it came to his knowledge
Civil Code, Article 1319 — Consent: Offer and Acceptance. Read the full provision →
What the law says
The contract, in such a case, is presumed to have been entered into in the place where the offer was made
Civil Code, Article 1319 — Consent: Offer and Acceptance. Read the full provision →
What Article 1319 provides
Article 1319 of the Civil Code governs consent formed by mail. It states that "Acceptance made by letter or telegram does not bind the offerer except from the time it came to his knowledge." The same article's final sentence addresses exactly the situation of an offer and acceptance sent from different places: "The contract, in such a case, is presumed to have been entered into in the place where the offer was made." Read together, the two sentences answer both when the contract exists and where it is considered made.
Why the place is tied to the offer, not the acceptance
The rule places the contract at the offeror's location rather than the acceptor's, which can feel counterintuitive when the acceptance is the act that actually completes the agreement. But the presumption follows the logic of the article as a whole: the offer is what set the terms in motion, and once acceptance reaches the offeror's knowledge, the law treats the resulting contract as having come into being where that offer originated — your city, in the scenario described, is where the acceptance was written and sent, not where the contract is presumed made.
It is a presumption, not an unbending rule
Article 1319 uses the word presumed, which signals a default the law applies to this situation rather than a fact carved in stone. The article does not spell out how that presumption may be overcome, so anyone whose situation turns on exactly where a mailed contract was made — for a question of jurisdiction, venue, or applicable local rules, for instance — should treat the offeror's city as the starting legal position rather than the last word, and look closely at the actual facts of how the offer and acceptance were exchanged.
Before the presumption even applies, the acceptance must be absolute
The place-of-contract rule only matters once there is actually a contract, and Article 1319 is specific about what counts as acceptance: "the offer must be certain and the acceptance absolute. A qualified acceptance constitutes a counter-offer." If what was sent back changed any term of the original offer — price, quantity, timing, or anything else — it was legally a counter-offer rather than an acceptance, and no contract, and therefore no question of where it was made, arises until that counter-offer is itself accepted in turn.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Purificacion M. Vda. de Urbano, et al. vs. Government Service Insurance System (GSIS), et al, G.R. No. 137904, October 19, 2001 — read the decision on LawPhil →
- United Muslim and Christian Urban Poor Association, Inc., etc. vs. BRYC-V Development Corporation, etc., et al, G.R. No. 179653, July 31, 2009 — read the decision on LawPhil →
- Conchita Tan etc. vs. Planters Products Inc, G.R. No. 172239, March 28, 2008 — read the decision on LawPhil →
- Pedro Gonzales, et al. vs. Madame Pilar Farm Corp., et al, G.R. No. 115880, January 23, 2007 — read the decision on LawPhil →