Roman vs.

Grimalt 
6 Phil 96 
April 1906

FACTS: 

In between the 13th to the 23d of June, 1904, petitioner Pedro Roman, the owner, and
respondent Andres Grimalt, the purchaser, verbally agreed upon the sale of the schooner
Santa Marina. In his letter on June 23, Grimalt agreed to buy the vessel and offered to pay in
three installments of P500 each on July 15, September 15, and November 15, provided the
title papers to the vessel were in proper form. The title of the vessel, however, was in the
name of one Paulina Giron and not in the name of Roman as the alleged owner. Roman
promised to perfect his title to the vessel, but failed so the papers he presented did not show
that he was the owner of the vessel. On June 25, 1904, the vessel sank in the Manila harbor
during a severe storm, even before Roman was able to produce for Grimalt the proper papers
showing that the former was in fact the owner of the vessel in question and not Paulina
Giron. As a result, Grimalt refused to pay the purchase price when Roman made a demand on
June 30, 1904. 

On July 2, 1904, Roman filed this complaint in the CFI of Manila, which found that the parties
had not arrived at a definite understanding, and later dismissed said complaint. 

ISSUE: 

Who should bear the risk of loss? 

COURT RULING: 

The Supreme Court affirmed the decision of the lower court and declared Roman as the one
who should bear the risk of lost because there was no actual contract of sale. If no contract
of sale was actually executed by the parties, the loss of the vessel must be borne by its owner
and not by a party who only intended to purchase it and who was unable to do so on account
of failure on the part of the owner to show proper title to the vessel and thus enable them to
draw up the contract of sale. Grimalt was under no obligation to pay the price of the vessel,
the purchase of which had not been concluded. The conversations between the parties and
the letter Grimalt had written to Roman did not establish a contract sufficient in itself to
create reciprocal rights between the parties.