EN BANC

[G.R. No. 13505. February 4, 1919.]

GEO. W. DAYWALT , plaintiff-appellant, vs . LA CORPORACION DE LOS

PADRES AGUSTINOS RECOLETOS, ET AL. , defendants-appellees.

C.C. Cohn and Thos. D. Aitken, for appellant.

Crossfield & O'Brien, for appellee.

SYLLABUS

1.CONTRACTS; DAMAGES FOR BREACH; LIABILITY OF THIRD PARTY. —

Whatever may be the character of the liability, if any, which a stranger to a contract may
incur by advising or assisting one of the parties to evade performance, he cannot
become more extensively liable in damages for the nonperformance of the contract
than the party in whose behalf he inter meddles.
2.ID.; ID.; MEASURE OF DAMAGES FOR BREACH OF CONTRACT. — The damages
recoverable upon breach of contract are, primarily, the ordinary, natural and in a sense
the necessary damage resulting from the breach. Other damages, known as special
damages, are recoverable where it appears that the particular conditions which made
such damages a probable consequence of the breach were known to the delinquent
party at the time the contract was made. This proposition must be understood with the
qualification that, if the damages are in the legal sells remote or speculative, knowledge
of the special conditions which render such damages possible will not make them
recoverable. Special damages of this character cannot be recovered unless made the
subject of special stipulation.
3.ID; ID.; ID.; DAMAGES FOR BREACH OF CONTRACT FOR SALE OF LAND. — The
damages ordinarily recoverable against a vendor for failure to deliver land which he has
contracted to deliver is the value of the use and occupation of the land for the tune
during which it is wrongfully withheld.

DECISION

STREET , J : p

In the year 1902, Teodorica Endencia, an unmarried woman, resident in the

Province of Mindoro, executed a contract whereby she obligated herself to convey to
Geo. W. Daywalt,. a tract of land situated in the barrio of Mangarin, municipality of
Bulalacao, now San Jose, in said province. It was agreed that a deed should be
executed as soon as the title to the land should be perfected by proceedings in the
Court of Land Registration and a Torrens certi cate should be procured therefor in the
name of Teodorica Endencia. A decree recognizing the right of Teodorica as owner was
entered in said court in August 1906, but the Torrens certi cate was not issued until
later. The parties, however, met immediately upon the entering of this decree and made
a new contract with a view to carrying their original agreement into effect. This new
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 contract was executed in the form of a deed of conveyance and bears date of August
16, 1906. The stipulated price was xed at P4,000, and the area of the land enclosed in
the boundaries defined in the contract was stated to be 452 hectares and a fraction.
The second contract was not immediately carried into effect for the reason that
the Torrens certi cate was not yet obtainable and in fact said certi cate was not
issued until the period of performance contemplated in the contract had expired.
Accordingly, upon October 3, 1908, the parties entered into still another agreement,
superseding the old, by which Teodorica Endencia agreed, upon receiving the Torrens
title to the land in question, to deliver the same to the Hongkong and Shanghai Bank in
Manila, to be forwarded to the Crocker National Bank in San Francisco, where it was to
be delivered to the plaintiff upon payment of a balance of P3,100.
The Torrens certi cate was in time issued to Teodorica Endencia, but in the
course of the proceedings relative to the registration of the land, it was found by official
survey that the area of the tract inclosed in the boundaries stated in the contract was
about 1,248 hectares instead of 452 hectares as stated in the contract. In view of this
development Teodorica Endencia became reluctant to transfer the whole tract to the
purchaser, asserting that she never intended to sell so large an amount of land and that
she had been misinformed as to its area.
This attitude of hers led to litigation in which Daywalt nally succeeded, upon
appeal to the Supreme Court, in obtaining a decree for speci c performance; and
Teodorica Endencia was ordered to convey the entire tract of land to Daywalt pursuant
to the contract of October 3, 1908, which contract was declared to be in full force and
effect. This decree appears to have become nally effective in the early part of the year
1914.1
The defendant, La Corporacion de los Padres Recoletos, is a religious
corporation, with its domicile in the city of Manila. Said corporation was formerly the
owner of a large tract of land, known as the San Jose Estate, on the island of Mindoro,
which was sold to the Government of the Philippine Islands in the year 1909. The same
corporation was at this time also the owner of another estate on the same island
immediately adjacent to the land which Teoderica Endencia had sold to Geo. W.
Daywalt; and for many years the Recoletos Fathers had maintained large herds of cattle
on the farms referred to. Their representative, charged with the management of these
farms, was father Isidoro Sanz, himself a member of the order. Father Sanz had long
been well acquainted with Teodorica Endencia and exerted over her an in uence and
ascendancy due to his religious character as well as to the personal friendship which
existed between them. Teodorica appears to be a woman of little personal force, easily
subject to in uence, and upon all the important matters of business was accustomed
to seek, and was given, the advice of Father Sanz and other members of his order with
whom she came in contact.
Father Sanz was fully aware of the existence of the contract of 1902 by which
Teodorica Endencia agreed to sell her land to the plaintiff as well as of the later
important developments connected with the history of that contract and the contract
substituted successively for it; and in particular Father Sanz, as well as other members
of the defendant corporation, knew of the existence of the contract of October 3, 1908,
which, as we have already seen, nally xed the rights of the parties to the property in
question. When the Torrens certi cate was nally issued in 1909 in favor of Teodorica
Endencia, she delivered it for safekeeping to the defendant corporation, and it was then
taken to Manila where it remained in the custody and under the control of P. Juan
Labarga the procurador and chief of cial of the defendant corporation, until the delivery
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 thereof to the plaintiff was made compulsory by reason of the decree of the Supreme
Court in 1914.
When the defendant corporation sold the San Jose Estate, it was necessary to
bring the cattle off of that property; and, in the rst half of 1909, some 2,368 head were
removed to the estate of the corporation immediately adjacent to the property which
the plaintiff had purchased from Teodorica Endencia. As Teodorica still retained
possession of said property Father Sanz entered into an arrangement with her whereby
large numbers of cattle belonging to the defendant corporation were pastured upon
said land during a period extending from June 1, 1909, to May 1, 1914.
Under the rst cause stated in the complaint in the present action the plaintiff
seeks to recover from the defendant corporation the sum of P24,000, as damages for
the use and occupation of the land in question by reason of the pasturing of cattle
thereon during the period stated. The trial court came to the conclusion that the
defendant corporation was liable for damages by reason of the use and occupation of
the premises in the manner stated; and xed the amount to be recovered at P2,497.
The plaintiff appealed and has assigned error to this part of the judgment of the court
below, insisting that damages should have been awarded in a much larger sum and at
least to the full extent of P24,000, the amount claimed in the complaint.
As the defendant did not appeal, the propriety of allowing damages for the use
and occupation of the land to the extent of P2,497, the mount awarded, is not now in
question; and the only thing here to be considered, in connection with this branch of the
case, is whether the damages allowed under this head should be increased. The trial
court lightly ignored the fact that the defendant corporation had paid Teodorica
Endencia for use and occupation of the same land during the period in question at the
rate of P425 per annum, inasmuch as the nal decree of this court in the action for
speci c performance is conclusive against her right, and as the defendant corporation
had notice of the rights of the plaintiff under his contract of purchase, it can not be
permitted that the corporation should escape liability in this action by proving payment
of rent to a person other than the true owner.
With reference to the rate at which compensation should be estimated the trial
court came to the following conclusion:
"As to the rate of the compensation, the plaintiff contends that the
defendant corporation maintained at least one thousand head of cattle on the
land and that the pasturage was of the value of forty centavos per head monthly,
or P4,800 annually, for the whole tract. The court can not accept this view. It is
rather improbable that 1,248 hectares of wild Mindoro land would furnish
sufficient pasturage for one thousand head of cattle during the entire year, and,
considering the locality, the rate of forty centavos per head monthly seems too
high. The evidence shows that after having recovered possession of the land the
plaintiff rented it to the defendant corporation for fifty centavos per hectare
annually, the tenant to pay the taxes on the land, and this appears to be a
reasonable rent. There is no reason to suppose that the land was worth more for
grazing purposes during the period from 1909 to 1913, than it was at the later
period. Upon this basis the plaintiff is entitled to damages in the sum of P2,497,
and is under no obligation to reimburse the defendants for the land taxes paid by
either of them during the period the land was occupied by the defendant
corporation. It may be mentioned in this connection that the Lontok tract
adjoining the land in question and containing over three thousand hectares
appears to have been leased for only P1,000 a year, plus the taxes."
From this it will be seen that the trial court estimated the rental value of the land
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 for grazing purposes at 50 centavos per hectare per annum, and roughly adopted the
period of four years as the time for which compensation at that rate should be made.
As the court had already found that the defendant was liable for these damages from
June, 1, 1909, to May 1, 1914, or a period of four years and eleven months, there seems
some ground for the contention made in the appellant's rst assignment of error that
the court's computation was erroneous, even accepting the rule upon which the
damages were assessed, as it is manifest that at the rate of 50 centavos per hectare
per annum, the damages for four years and eleven months would be P3,090.
Notwithstanding this circumstance, we are of the opinion that the damages
assessed are suf cient to compensate the plaintiff for the use and occupation of the
land during the whole time it was used. There is evidence in the record strongly tending
to show that the wrongful use of the land by the defendant was not continuous
throughout the year but was con ned mostly to the season when the forage obtainable
on the land of the defendant corporation was not suf cient to maintain its cattle, for
which reason it became necessary to allow them to go over to pasture on the land in
question; and it is not clear that the whole of the land was used for pasturage at any
time. Considerations of this character probably led the trial court to adopt four years as
roughly being the period during which compensation should be allowed. But whether
this was advertently done or not, we see no suf cient reason, in the uncertainty of the
record with reference to the number of the cattle grazed and the period when the land
was used, for substituting our guess for the estimate made by the trial court.
In the second cause of action stated in the complaint the plaintiff seeks to
recover from the defendant corporation the sum of P500,000, as damages, on the
ground that said corporation, for its own sel sh purposes, unlawfully induced
Teodorica Endencia to refrain from the performance of her contract for the sale of the
land in question and to withhold delivery to the plaintiff of the Torrens title, and further,
maliciously and without reasonable cause, maintained her in her defense to the action
of speci c performance which was nally decided in favor of the plaintiff in this court.
The cause of action here stated is based on a liability derived from the wrongful
interference of the defendant in the performance of the contract between the plaintiff
and Teodorica Endencia; and the large damages laid in the complaint were, according
to the proof submitted by the plaintiff, incurred as a result of a combination of
circumstances of the following nature: In 1911, it appears, the plaintiff, as the owner of
the land which he had bought from Teodorica Endencia entered into a contract (Exhibit
C) with S.B. Wake eld, of San Francisco, for the sale and disposal of said lands to a
sugar growing and milling enterprise, the successful launching of which depended on
the ability of Daywalt to get possession of the land and the Torrens certi cate of title.
In order to accomplish this end, the plaintiff returned to the Philippine Islands,
communicated his arrangement to the defendant, and made repeated efforts to secure
the registered title for delivery in compliance with said agreement with Wake eld.
Teodorica Endencia seems to have yielded her consent to the consummation of her
contract, but the Torrens title was then in the possession of Padre Juan Labarga in
Manila, who refused to deliver the document. Teodorica also was in the end prevailed
upon to stand out against the performance of her contract with the plaintiff with the
result that the plaintiff was kept out of possession until the Wake eld project for the
establishment of a large sugar growing and milling enterprise fell through. In the light of
what has happened in recent years in the sugar industry, we feel justi ed in saying that
the project above referred to, if carried into effect, must inevitably have proved a great
success.
The determination of the issue presented in this second cause of action requires
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 a consideration of two points. The rst is whether a person who is not a party to a
contract for the sale of land makes himself liable for damages to the vendee, beyond
the value of the use and occupation, by colluding with the vendor and maintaining him in
the effort to resist an action for speci c performance. The second is whether the
damages which the plaintiff seeks to recover under this head are too remote and
speculative to be the subject of recovery.
As preliminary to a consideration of the rst of these questions, we deem it well
to dispose of the contention that the members of the defendant corporation, in
advising and prompting Teodorica Endencia not to comply with the contract of sale,
were actuated by improper and malicious motives. The trial court found that this
contention was not sustained, observing that while it was true that the circumstances
pointed to an entire sympathy on the part of the defendant corporation with the efforts
of Teodorica Endencia to defeat the plaintiff's claim to the land, the fact that its
of cials may have advised her not to carry the contract into effect would not constitute
actionable interference with such contract. It may be added that when one considers
the hardship that the ultimate performance of that contract entailed on the vendor, and
the doubt in which the issue was involved — to the extent that the decision of the Court
of the First Instance was unfavorable to the plaintiff and the Supreme Court itself was
divided — the attitude of the defendant corporation, as exhibited in the conduct of its
procurador, Juan Labarga, and other members of the order of the Recollect Fathers, is
not dif cult to understand. To our mind a fair conclusion on this feature of the case is
that father Juan Labarga and his associates believed in good faith that the contract
could not be enforced and that Teodorica would be wronged if it should be carried into
effect. Any advice or assistance which they may have given was, therefore, prompted by
no mean or improper motive. It is not, in our opinion, to be denied that Teodorica would
have surrendered the documents of title and given possession of the land but for the
in uence and promptings of members of the defendant corporation. But we do not
credit the idea that they were in any degree in uenced to the giving of such advice by
the desire to secure to themselves the paltry privilege of grazing their cattle upon the
land in question to the prejudice of the just rights of the plaintiff.
The attorney for the plaintiff maintains that, by interfering in the performance of
the contract in question and obstructing the plaintiff in his efforts to secure the
certi cate of title to the land, the defendant corporation made itself a co-participant
with Teodorica Endencia in the breach of said contract; and inasmuch as father Juan
Labarga, at the time of said unlawful intervention between the contracting parties, was
fully aware of the existence of the contract (Exhibit C) which the plaintiff had made with
S.B. Wake eld, Francisco, it is insisted that the defendant corporation is liable for the
loss consequent upon the failure of the project outlined in said contract.
In this connection reliance is placed by the plaintiff upon certain American and
English decisions in which it is held that a person who is a stranger to a contract may,
by an unjusti able interference in the performance thereof, render himself liable for the
damages consequent upon non-performance. It is said that the doctrine of these cases
was recognized by this court in Gilchrist vs. Cuddy (29 Phil. Rep., 542); and we have
been earnestly pressed to extend the rule there enunciated to the situation here
presented.
Somewhat more than half a century ago the English Court of the Queen's Bench
saw its way clear to permit an action for damages to be maintained against a stranger
to a contract wrongfully interfering in its performance. The leading case on this subject
is Lumley vs. Gye ( [1853], 2 El. & Bl., 216). It there appeared that the plaintiff, as
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 manager of a theatre, had entered into a contract with Miss Johanna Wagner, an opera
singer, whereby she bound herself for a period to sing in the plaintiff's theatre and
nowhere else. The defendant, knowing of the existence of this contract, and, as the
declaration alleged, "maliciously intending to injure the plaintiff," enticed and procured
Miss Wagner to leave the plaintiff's employment. It was held that the plaintiff was
entitled to recover damages. The right which was here recognized had its origin in a
rule, long familiar to the courts of the common law, to the effect that any person who
entices a servant from his employment is liable in damages to the master. The master's
interest in the service rendered by his employee is here considered as a distinct subject
of juridical right. It being thus accepted that it is a legal wrong to break up a relation of
personal service, the question now arose whether it is illegal for one person to interfere
with any contract relation subsisting between others. Prior to the decision of Lumley vs.
Gye [ supra] it had been supposed that the liability here under consideration was limited
to the cases of the enticement of menial servants, apprentices, and others to whom the
English Statutes of Laborers were applicable. But in the case cited the majority of the
judges concurred in the opinion that the principle extended to all cases of hiring. This
doctrine was followed by the Court of Appeal in Bowen vs. Hall ( [1881], 6 Q.B., Div.,
333); and in Temperton vs. Russell ([1893], 1 Q.B., 715), it was held that the right of
action for maliciously procuring a breach of contract is not con ned to contracts for
personal services, but extends to contracts in general. In that case the contract which
the defendant had procured to be breached was a contract for the supply of building
material.
Malice in some form is generally supposed to be an essential ingredient in cases
of interference with contract relations. But upon the authorities it is enough if the
wrongdoer, having knowledge of the existence of the contract relation, in bad faith sets
about to break it up. Whether his motive is to bene t himself or gratify his spite by
working mischief to the employer is immaterial. Malice in the sense of ill-will or spite is
not essential.
Upon the question as to what constitutes legal justi cation, a good illustration
was put in the leading case. If a party enters into contract to go for another upon a
journey to a remote and unhealthful climate, and a third per son, with a bona de
purpose of bene ting the one who is under contract to go, dissuades him from the
step, no action will lie. But if the advice is not disinterested and the persuasion is used
for "the indirect purpose of bene ting the defendant at the expense of the plaintiff," the
intermedler is liable if his advice is taken and the contract broken.
The doctrine embodied in the cases just cited has sometimes been found useful,
in the complicated relations of modern industry, as a means of restraining the activities
of labor unions and industrial societies when improperly engaged in the promotion of
strikes. An illustration of the application of the doctrine in question in a case of this kind
is found in South Wales Miners Federation vs. Glamorgan Coal Co. ( [1905], A. C., 239) .
It there appeared that certain miners employed in the plaintiff's collieries, acting under
the order of the executive council of the defendant federation, violated their contract
with the plaintiff by abstaining from work on certain days. The federation and council
acted without any actual malice or ill-will towards the plaintiff, and the only object of the
order in question was that the price of coal might thereby be kept up, a factor which
affected the miner's wage scale. It was held that no suf cient justi cation was shown
and that the federation was liable.
In the United States, the rule established in England by Lumley vs. Gye [ supra] and
subsequent cases is commonly accepted, though in a few of the States the broad idea
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 that a stranger to a contract can be held liable upon it is rejected, and in these
jurisdictions the doctrine, if accepted at all, is limited to the situation where the contract
is strictly for personal service. (Boyson vs. Thorn, 98 Cal., 578; Chambers & Marshall vs.
Baldwin 91 Ky., 121; bourlier vs. Macauley, 91 Ky., 135; Glencoe Land & Gravel Co. vs.
Hudson Bros. Com. Co., 138 Mo., 439.)
It should be observed in this connection that, according to the English and
American authorities, no question can be made as to the liability of one who interferes
with a contract existing between others by means which, under known gal canons, can
be denominated an unlawful means. Thus, if performance is prevented by force,
intimidation, coercion, or threats, or by false or defamatory statements, or by nuisance
or riot, the person using such unlawful means is, under all the authorities, liable for the
damage which ensues. And in jurisdictions where the doctrine of Lumley is. Gye [ supra]
is rejected, no liability can arise from a neddlesome and malicious interference with a
contract relation unless some such unlawful means as those just indicated are used.
(See cases last above cited.)
This brings us to the decision made by this court in Gilchrist vs. Cuddy (29 Phil.
Rep., 542) It there appeared that one Cuddy, the owner of a cinematographic lm, let it
under a rental contract to the plaintiff Gilchrist for a speci ed period of time. In
violation of the terms of this agreement, Cuddy proceeded to turn over the lm also
under a rental contract, to the defendants Espejo and Zaldarriaga. Gilchrist thereupon
restored to the Court of First Instance and procured an injunction restraining the
defendants from exhibiting the lm in question in their theater during the period
speci ed in the contract of Cuddy with Gilchrist. Upon appeal to this court it was in
effect held that the injunction was not improperly granted, although the defendants did
not, at the time their contract was made, know the identity of the plaintiff as the person
holding the prior contract but did know of the existence of a contracting favor of
someone. It was also said argue do, that the defendants would have been liable in
damages under Article 1902 of the Civil Code, if the action had been brought by the
plaintiff to recover damages. The force of the opinion is, we think, somewhat weakened
by the criticism contained in the concurring opinion, wherein it is said that the question
of breach of contract by inducement was not really involved in the case. Taking the
decision upon the point which was really decided, it is authority for the proposition that
one who buys something which he knows has been sold to some other person can be
restrained from using that thing to the prejudice of the person having the prior and
better right.
Translated into terms applicable to the case at bar, the decision in Gilchrist vs.
Cuddy (29 Phil. Rep., 542), indicates that the defendant corporation, having notice of
the sale of the land in question to Daywalt, might have been enjoined by the latter from
using the property for grazing its cattle thereon. That the defendant corporation is also
liable in this action for the damage resulting to the plaintiff from the wrongful use and
occupation of the property has also been already determined. But it will be observed
that in order to sustain this liability it is not necessary to resort to any subtle exegesis
relative to the liability of a stranger to a contract for unlawful interference in the
performance thereof. It is enough that defendant used the property with notice that the
plaintiff had a prior and better right.
Article 1902 of the Civil Code declares that any person who by an act or
omission, characterized by fault or negligence, causes damage to another shall be
liable for the damage so done. Ignoring so much of this article as relates to liability for
negligence, we take the rule to be that a person is liable for damage done to another by
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 any culpable act and by "culpable act" we mean any act which is blameworthy when
judged by accepted legal standards. The idea thus expressed is undoubtedly broad
enough to include any rational conception of liability for the tortious acts likely to be
developed in any society. Thus considered, it cannot be said that the doctrine of Lumley
vs. Gye [supra] and related cases is repugnant to the principles of the civil law.
Nevertheless, it must be admitted that the codes and jurisprudence of the civil
law furnish a somewhat uncongenial eld in which to propagate the idea that a stranger
to a contract may be sued for the breach thereof. Article 1257 of the Civil Code
declares that contracts are binding only between the parties and their privies. In
conformity with this it has been held that a stranger to a contract has no right of action
for the nonful llment of the contract except in the case especially contemplated in the
second paragraph of the same article. (Uy Tam and Uy Yet vs. Leonard, 30 Phil. Rep.,
471.) As observed by this court in Manila Railroad Co. vs. Compania Trasatlantica, R.G.
No. 11318 (38 Phil. Rep., 875), a contract, when effectually entered into between certain
parties, determines not only the character and extent of the liability of the contracting
parties but also the person or entity by whom the obligation is exigible. The same idea
should apparently be applicable with respect to the person against whom the
obligation of the contract may be enforced; for it is evident that there must be a certain
mutuality in the obligation, and if the stranger to a contract is not permitted to sue to
enforce it, he cannot consistently be held liable upon it.
If the two antagonistic ideas which we have just brought into juxtaposition are
capable of reconciliation, the process must be accomplished by distinguishing clearly
between the right of action arising from the improper interference with the contract by
a stranger thereto, considered as an independent act generative of civil liability, and the
right of action ex contractu against a party to the contract resulting from the breach
thereof. However, we do not propose here to pursue the matter further, inasmuch as,
for reasons presently to be stated, we are of the opinion that neither the doctrine of
Lumley vs. Gye [ supra] nor the application made of it by this court in Gilchrist vs. Cuddy
(29 Phil. Rep., 542), affords any basis for the recovery of the damages which the
plaintiff is supposed to have suffered by reason of his inability to comply with the
terms of the Wakefield contract.
Whatever may be the character of the liability which a stranger to a contract may
incur by advising or assisting one of the parties to evade performance, there is one
proposition upon which all must agree. This is, that the stranger cannot become more
extensively liable in damages for the nonperformance of the contract than the party in
whose behalf he intermeddles. To hold the stranger liable for damages in excess of
those that could be recovered against the immediate party to the contract would lead
to results at once grotesque and unjust. In the case at bar, as Teodorica Endencia was
the party directly bound by the contract, it is obvious that the liability of the defendant
corporation, even admitting that it has made itself co-participant in the breach of the
contract, can in no event exceed hers. This leads us to consider at this point the extent
of the liability of Teodorica Endencia to the plaintiff by reason of her failure to surrender
the certificate of title and to place the plaintiff in possession.
It should in the rst place be noted that the liability of Teodorica Endencia for
damages resulting from the breach of her contract with Daywalt was a proper subject
for adjudication in the action for speci c performance which Daywalt instituted against
her in 1909 and which was litigated by him to a successful conclusion in this court, but
without obtaining any special adjudication with reference to damages. Indemni cation
for damages resulting from the breach of a contract is a right inseparably annexed to
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 every action for the ful llment of the obligation (Art. 1124, Civil Code); and it is clear
that if damages are not sought or recovered in the action to enforce performance they
cannot be recovered in an independent action. As to Teodorica Endencia, therefore, it
should be considered that the right of action to recover damages for the breach of the
contract in question was exhausted in the prior suit. However, her attorneys have not
seen t to interpose the defense of res judicata in her behalf; and as the defendant
corporation was not a party to that action, and such defense could not in any event be
of any avail to it, we proceed to consider the question of the liability of Teodorica
Endencia for damages without reference to this point.
The most that can be said with reference to the conduct of Teodorica Endencia
is that she refused to carry out a contract for the sale of certain land and resisted to the
last an action for speci c performance in court. The result was that the plaintiff was
prevented during a period of several years from exerting that control over the property
which he was entitled to exert and was meanwhile unable to dispose of the property
advantageously. Now, what is the measure of damages for the wrongful detention of
real property by the vender after the time has come for him to place the purchaser in
possession?
The damages ordinarily and normally recoverable against a vendor for failure to
deliver land which he has contracted to deliver is the value of the use and occupation of
the land for the time during which it is wrongfully withheld. And of course where the
purchaser has not paid the purchase money, a deduction may be made in respect to the
interest on the money which constitutes the purchase price. Substantially the same rule
holds with respect to the liability of a landlord who fails to put his tenant in possession
pursuant to a contract of lease. The measure of damages is the value of the leasehold
interest, or use and occupation, less the stipulated rent, where this has not been paid.
The rule that the measure of damages for the wrongful detention of land is normally to
be found in the value of use and occupation is, we believe, one of the things that may be
considered certain in the law (39 Cyc., 1630; 24 Cyc., 1052; Sedgewick on Damages,
Ninth ed., Sec. 185.) — almost as well settled, indeed, as the rule that the measure of
damages for the wrongful detention of money is to be found in the interest.
We recognize the possibility that more extensive damages may be recovered
where, at the time of the creation of the contractual obligation, the vendor, or lessor, is
aware of the use to which the purchaser or lessee desires to put the property which is
the subject of the contract, and the contract is made with the eyes of the vendor or
lessor open to the possibility of the damage which may result to the other party from
his own failure to give possession. The case before us is not of this character,
inasmuch as at the time when the rights of the parties under the contract were
determined, nothing was known to any of them about the San Francisco capitalist who
would be willing at back the project portrayed in Exhibit C.
The extent of the liability for the breach of a contract must be determined in the
light of the situation in existence at the time the contract is made; and the damages
ordinarily recoverable are in all events limited to such as might be reasonably foreseen
in the light of the facts then known to the contracting parties. Where the purchaser
desires to protect himself, in the contingency of the failure of the vendor promptly to
give possession, from the possibility of incurring other damages than such as are
incident to the normal value of the use and occupation, he should cause to be inserted
in the contract a clause providing for stipulated amount to be paid upon failure of the
vendor to give possession; and no case has been called to our attention where, in the
absence of such a stipulation, damages have been held to be recoverable by the
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 purchaser in excess of the normal value of use and occupation. On the contrary, the
most fundamental conceptions of the law relative to the assessment of damages are
inconsistent with such idea.
The principles governing this branch of the law were profoundly considered in the
case of Hadley vs. Baxendale (9 Exch., 341), decided in the English Court of Exchequer
in 1854; and a few words relative to the principles governing the recovery of damages,
as expounded in that decision, will here be found instructive. The decision in that case is
considered a leading authority in the jurisprudence of the common law. The plaintiffs in
that case were proprietors of a mill in Gloucester, which was propelled by steam, and
which was engaged in grinding and supplying meal and our to customers. The shaft of
the engine got broken, and it became necessary that the broken shaft be sent to an
engineer or foundry man at Greenwich, to serve as a model for casting or
manufacturing another that would t into the machinery. The broken shaft could be
delivered at Greenwich on the second day after its receipt by the carrier It was delivered
to the defendants, who were common carriers engaged in that business between these
points, and who had told plaintiffs it would be delivered at Greenwich on the second
day after its delivery to them, if delivered at a given hour. The carriers were informed
that the mill was stopped, but were not informed of the special purpose for which the
broken shaft was desired to be forwarded. They were not told the mill would remain
idle until the new shaft would be returned, or that the new shaft could not be
manufactured at Greenwich until the broken one arrived to serve as a model. There was
delay beyond the two days in delivering the broken shaft at Greenwich, and a
corresponding delay in starting the mill. No explanation of the delay was offered by the
carriers. The suit was brought to recover damages for the lost pro ts of the mill,
caused by the delay in delivering the broken shaft. It was held that the plaintiff could not
recover.
The discussion contained in the opinion of the court in that case leads to the
conclusion that the damages recoverable in case of the breach of a contract are two
sorts, namely, (1) the ordinary, natural, and in a sense necessary damage; and (2)
special damages.
Ordinary damages is found in all breaches of contract where there are no special
circumstances to distinguish the case specially from other contracts. The
consideration paid for an unperformed promise is an instance of this sort of damage.
In all such cases the damages recoverable are such as naturally and generally would
result from such a breach, "according to the usual course of things." In cases involving
only ordinary damage no discussion is ever indulged as to whether that damage was
contemplated or not. This is conclusively presumed from the immediateness and
inevitableness of the damage, and the recovery of such damage follows as a necessary
legal consequence of the breach. Ordinary damage is assumed as a matter of law to be
within the contemplation of the parties.
Special damage, on the other hand, is such as follows less directly from the
breach than ordinary damage. It is only found in case where some external condition,
apart from the actual terms to the contract exists or intervenes, as it were, to give a turn
to affairs and to increase damage in a way that the promisor, without actual notice of
that external condition, could not reasonably be expected to foresee. Concerning this
sort of damage, Hadley vs. Baxendale (1854) [ supra] lays down the de nite and just
rule that before such damage can be recovered the plaintiff must show that the
particular condition which made the damage a possible and likely consequence of the
breach was known to the defendant at the time the contract was made.
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 The statement that special damages may be recovered where the likelihood of
such damages owing from the breach of the contract is contemplated and foreseen
by the parties needs to be supplemented by a proposition which, though not enunciated
in Hadley vs. Baxendale, is yet clearly to be drawn from subsequent cases. This is that
where the damage which a plaintiff seeks to recover as special damage is so far
speculative as to be in contemplation of law remote, noti cation of the special
conditions which make that damage possible cannot render the defendant liable
therefor. To bring damages which would ordinarily be treated as remote within the
category of recoverable special damages, it is necessary that the condition should be
made the subject of contract in such sense as to become an express or implied term of
the engagement. Horne vs. Midland R. Co. (L R., 8 C.P., 131) is a case where the damage
which was sought to be recovered as special damage was really remote, and some of
the judges rightly placed the disallowance of the damage on the ground that to make
such damage recoverable, it must so far have been within the contemplation of the
parties as to form at least an implied term of the contract. But others proceeded on the
idea that the notice given to the defendant was not suf ciently full and de nite. The
result was the same in either view. The facts in that case were as follows: The plaintiffs,
shoe manufacturers at K, were under contract to supply by a certain day shoes to a rm
in London for the French government. They delivered the shoes to a carrier in suf cient
time for the goods to reach London at the time stipulated in the contract and informed
the railroad agent that the shoes would be thrown back upon their hands if they did not
reach the destination in time. The defendants negligently failed to forward the good in
due season. The sale was therefore lost, and the market having fallen, the plaintiffs had
to sell at a loss.
In the preceding discussion we have considered the plaintiff's right chie y as
against Teodorica Endencia; and what has been said suf ces in our opinion to
demonstrate that the damages laid under the second cause of action in the complaint
could not be recovered from her, rst, because the damages in question are special
damages which were not within contemplation of the parties when the contract was
made, and secondly, because said damages are too remote to be the subject of
recovery. This conclusion is also necessarily fatal to the right of the plaintiff to recover
such damages from the defendant corporation, for, as already suggested, by advising
Teodorica not to perform the contract, said corporation could in no event render itself
more extensively liable than the principal in the contract.
Our conclusion is that the judgment of the trial court should be af rmed, and it is
so ordered, with costs against the appellant.

Arellano, C. J., Torres, Carson, Araullo, Malcolm, Avanceña and Moir, JJ., concur.

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