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Case Digest Contract 3
Case Digest Contract 3
Case Digest Contract 3
Facts: Issue:
Two locomotive boilers owned by The Manila (1) Is the Steamship Company liable to the
Railroad Company arrived at Manila via the plaintiff by reason of having delivered the
Steamship Alicante owned by Compañia boiler in question in a damaged condition? (2)
Trasatlantica de Barcelona. The equipment of Is the Atlantic Company liable to be made to
the ship for discharging heavy cargo was not respond to the steamship company for the
sufficiently strong to handle these boilers, so amount the latter may be required to pay to the
the Steamship Company had to procure plaintiff for the damage done ? (3) Is the
assistance from The Atlantic, Gulf and Pacific Atlantic Company directly liable to the plaintiff,
Company (hereafter called the Atlantic as the trial court held?
Company). The service to be performed by the
Atlantic Company consisted in bringing its Ruling:
floating crane alongside the Alicante, lifting the
boilers out of the ship's hold, and transferring The accident is to be attributed to the failure of
them to a barge which would be placed ready Leyden (foreman) to exercise the degree of
to receive them. care which an ordinarily competent and
prudent person would have exhibited under
While the boiler was being hoisted, it was not the circumstances which then confronted him.
properly done as the rivet near the head of the This conclusion of fact cannot be refuted; and,
boiler was caught under the edge of the hatch. indeed, no attempt is here made by the
The weight on the crane was thus increased appellant to reverse this finding of the trial
by a strain estimated at fifteen tons with the court.
result that the cable of the sling parted and the
boiler fell to the bottom of the ship's hold. It will be observed that a contractual relation
(natagak ang boiler unya nakaduha pa jud xa existed between the Railroad Company and
natagak) the Steamship Company; and the duties of the
latter with respect to the carrying and delivery
The boiler was badly damaged that it had to be of the boilers are to be discovered by
reshipped to England where it was rebuilt, and considering the terms and legal effect of that
afterwards was returned to Manila. The contract. A contractual relation also existed
Railroad Company's damage by reason of the between the Steamship Company and the
cost of repairs, expenses, and loss of the use Atlantic Company; and the duties owing by
of the boiler proved to be P22,343.29; and as the latter to the former with respect to the lifting
to the amount of the damage so resulting there and the transferring of the boilers are likewise
is practically no dispute. To recover these to be discovered by considering the terms and
damages the present action was instituted by legal effect of the contract between these
the Railroad Company against the Steamship parties. On the other hand, no contractual
Company who in turn caused the Atlantic relation existed directly between the
Company to be brought in as a codefendant, Railroad Company and the Atlantic
and insisted that whatever liability existed Company.
should be fixed upon the Atlantic Company as
an independent contractor who had Under the contract for transportation from
undertaken to discharge the boilers and had England to Manila, the Steamship Company is
become responsible for such damage as had liable to the plaintiff for the injury done to the
been done. boiler while it was being discharged from the
ship under articles 1103 and 1104 of the Civil
The judge of the Court of First Instance gave Code, for the consequences of the omission of
judgment in favor of the plaintiff against the the care necessary to the proper performance
of its obligation. The contract to transport and
CASE DIGEST CONTRACT PART 3 2
deliver at the port of Manila a locomotive the agreement was a most inequitable and
boiler, which was received by it in proper unfair one, and hence it is one that the
condition, is not complied with by delivery at Steamship Company can not be lightly
the port of destination of a mass of iron the assumed to have made. Understood in that
utility of which had been destroyed. sense it is the equivalent of licensing the
Atlantic Company to perform its tasks in any
The Steamship Company cannot escape manner and fashion that it might please, and
liability by reason of the fact that it employed a to hold it harmless from the consequences.
competent independent contractor to
discharge the boilers..
There may have been in the minds of the
Defenses of Atlantic officials of the Atlantic Company an idea that
Atlantic contends that by the terms of the the promise to use due care in the lifting
engagement in accordance with which the operations was not accompanied by a legal
Atlantic Company agreed to render the obligation, such promise being intended
service, all risk incident to the discharge of the merely for its moral effect as an assurance to
boilers was assumed by the Steamship the steamship company that the latter might
Company; and secondly, that the Atlantic rely upon the competence and diligence of the
Company should be absolved under the last employees of the Atlantic Company to
paragraph of article 1903 of the Civil Code, accomplish the work in a proper way. The
inasmuch as it had used due care in the contract can not be permitted to operate in this
selection of the employee whose negligent act one-sided manner. The two features of the
caused the damage in question. engagement, namely, the promise to use due
care and the exemption from liability for
At the hearing, the president of the Atlantic damage should be so construed as to give
company said that the agreement was that some legal effect to both. The result is, as
their company would not assume already indicated, that the Atlantic Company
responsibility for any damage. was bound by its undertaking to use due care
and that the exemption was intended to cover
The Atlantic Company offered in evidence a accidents due to hidden defects in the
number of letters which had been written by it apparatus or other unforeseeable occurrences
at different times, extending over a period of not having their origin in the immediate
years, in response to inquiries made by other personal negligence of the party in charge of
firms and persons in Manila concerning the the operations.
terms upon which the Atlantic Company would
make heavy lifts. The company recognized its W/N Atlantic should be absolved
duty to exercise due supervisory care; and the
exemption from liability, whatever may have We now proceed to consider the contention
been its precise words, had reference to that the Atlantic Company should be absolved
disasters which might result from some from liability to the Steamship Company under
inherent hidden defect in the lifting apparatus the last paragraph of article 1903 of the Civil
or other unforeseen occurrence not directly Code, which declares that the liability there
attributable to negligence of the company in referred to shall cease when the persons
the lifting operations. Neither party could have mentioned therein prove that they employed
supposed for a moment that it was intended to all the diligence of a good father of a family to
absolve the Atlantic Company from its duty to avoid the damage. Even when Atlantic used
use due care in the work. proper care in the selection of Leyden, the
obligation of the Atlantic Company was
The court said that if the exemption should be created by contract, and article 1903 is not
understood in the sense which counsel for the applicable to negligence arising in the
Atlantic Company now insists it should bear, course of the performance of a contractual
that is, as an absolute exemption from all obligation. Article 1903 is exclusively
responsibility for negligence, it is evident that concerned with cases where the
CASE DIGEST CONTRACT PART 3 3
negligence arises in the absence of damages brought upon the latter by the
agreement. failure of the Atlantic Company to use due
care in discharging the boiler, regardless
In discussing the liability of the Steamship of the fact that the damage was caused by
Company to the plaintiff Railroad Company we the negligence of an employee who was
have already shown that a party is bound to qualified for the work and who had been
the full performance of his contractual chosen by the Atlantic Company with due
engagements under articles 1101 et seq. of care.
the Civil Code, and other special provisions of
the Code relative to contractual obligations; Can the Atlantic Company be held directly
and if he falls short of complete performance liable to the Railroad Company?
by reason of his own negligence or that of any Having regard then to the bare fact that the
person to whom he may commit the work, he Atlantic Company undertook to remove the
is liable for the damages resulting therefrom.. boiler from the ship's hold and for this purpose
It is desirable, however, in this connection, to took the property into its power and control,
bring out somewhat more fully the distinction there arose a duty to the owner to use due
between negligence in the performance of a care in the performance of that service and to
contractual obligation (culpa contractual) and avoid damaging the property in the course of
negligence considered as an independent such operation. This duty was obviously in
source of obligation between parties not existence before the negligent act was done
previously bound (culpa aquiliana). which resulted in damage, and said negligent
act may, if we still ignore the existence of the
Justice Tracey, the author of the opinion from express contract, be considered as an act
which we have quoted, proceeds to observe done in violation of this duty.
that Manresa, in commenting on articles 1102
and 1104, has described these two species of The duty thus to use due care is an implied
negligence as contractual and extra- obligation, of a quasi contractual nature,
contractual, the latter being the culpa since it is created by implication of law in
aquiliana of the Roman law. "This terminology the absence of express agreement. The
is unreservedly accepted by Sanchez Roman conception of liability with which we are here
(Derecho Civil, fourth section, chapter XI, confronted is somewhat similar to that which is
article II, No. 12), and the principle stated is revealed in the case of the depositary, or
supported by decisions of the supreme court commodatary, whose legal duty with respect
of Spain, among them those of November 20, to the property committed to their care is
1896 (80 Jurisprudencia Civil, No. 151), and defined by law even in the absence of express
June 27, 1894 (75 Jurisprudencia Civil, No. contract; and it can not be doubted that a
182.)" person who takes possession of the property
of another for the purpose of moving or
The principle that negligence in the conveying it from one place to another, or for
performance of a contract is not governed by the purpose of performing any other service in
article 1903 of the Civil Code but rather by connection therewith (locatio operis faciendi),
article 1104 of the same Code was directly owes to the owner a positive duty to refrain
applied by this court in the case of Baer Senior from damaging it, to the same extent as if an
& Co.'s Successors vs. Compañia Maritima (6 agreement for the performance of such
Phil. Rep., 215); and the same idea has been service had been expressly made with the
impliedly if not expressly recognized in other owner. The obligation here is really a species
cases (N. T. Hashim & Co. vs. Rocha & Co., of contract le, and it has its source and
18 Phil. Rep., 315; Tan Chiong Sian vs. explanation in the vital fact that the active party
Inchausti & Co., 22 Phil. Rep., 152). has taken upon himself to do something with
or to the property and has taken it into his
What has been said suffices in our opinion to power and control for the purpose of
demonstrate that the Atlantic Company is performing such service. (Compare art. 1889,
liable to the Steamship Company for the Civil Code.)
CASE DIGEST CONTRACT PART 3 4
In this connection it is instructive to recall the The conclusion must therefore be that if there
celebrated case of Coggs vs. Bernard (2 Ld. had been no contract of any sort between the
Raym, 909), decided in the court of the King's Atlantic Company and the Steamship
Bench of England in the year 1703. The action Company, an action could have been
was brought by the owner of certain casks of maintained by the Railroad Company, as
brandy to recover damages from a person who owner, against the Atlantic Company to
had undertaken to transport them from one recover the damages sustained by the former.
place to another. It was alleged that in so doing Such damages would have been demandable
the defendant so negligently and improvidently under article 1103 of the Civil Code and the
put them down that one of the casks was action would not have been subject to the
staved and the brandy lost. The complaint did qualification expressed in the last paragraph of
not allege that the defendant was a common article 1903.
carrier or that he was to be paid for his
services. It was therefore considered that the The circumstance that a contract was made
complaint did not state facts sufficient to between the Atlantic Company and the
support an action for breach of any express Steamship Company introduces, however, an
contract. This made it necessary for the court important, and in our opinion, controlling factor
to go back to fundamental principles and to into this branch of the case. It cannot be
place liability on the ground of a violation of the denied that the Steamship Company had
legal duty incident to the mere fact of carriage. possession of this boiler in the capacity of
Said Powell, J.: "An action indeed will not lie carrier and that, as such, it was authorized to
for not doing the thing, for want of a sufficient make a contract with the Atlantic Company to
consideration; but yet if the bailee will take the discharge the same from the ship. Indeed, it
goods into his custody, he shall be answerable appears in evidence that even before the
for them; for the taking of the goods into his contract of affreightment was made the
custody is his own act." So Gould, J.: " . . . any Railroad Company was informed that it would
man that undertakes to carry goods is liable to be necessary for the Steamship Company to
an action, be he a common carrier or whatever procure the services of some contractor in the
he is, if through his neglect they are lost or port of Manila to effect the discharge, as the
come to any damage: . . .." Behind these ship's tackle was inadequate to handle heavy
CASE DIGEST CONTRACT PART 3 5
cargo. It is therefore to be assumed that the of the plaintiff directly against the Atlantic
Railroad Company had in fact assented to the Company but also with respect to the
employment of a contractor to perform this absolution of the Steamship Company and the
service. further failure of the court to enter judgment in
favor of the latter against the Atlantic
Now, it cannot be admitted that a person who Company. The Compañia Trasatlantica de
contracts to do a service like that rendered by Barcelona should be and is hereby adjudged
the Atlantic Company in this case incurs a to pay to the Manila Railroad Company the
double responsibility upon entering upon sum of twenty two thousand three hundred
performance, namely, a responsibility to the forty three pesos and twenty nine centavos
party with whom he contracted, and another (P22,343.29), with interest from May 11, 1914,
entirely different responsibility to the owner, until paid; and when this judgment is satisfied,
based on an implied contract. The two the Compañia Trasatlantica de Barcelona is
liabilities can not in our opinion coexist. It is a declared to be entitled to recover the same
general rule that an implied contract never amount from the Atlantic Gulf & Pacific
arises where an express contract has been Company, against whom judgment is to this
made. end hereby rendered in favor of the Compañia
Trasatlantica de Barcelona. No express
If double responsibility existed in such a case adjudication of costs of either instance will be
as this, it would result that a person who had made. So ordered.
limited his liability by express stipulation might ||| (Manila Railroad Co. v. La Compa, G.R. No.
find himself liable to the owner without regard 11318, [October 26, 1918], 38 PHIL 875-901)
to the limitation which he had seen fit to
impose by contract. There appears to be no
possibility of reconciling the conflict that would
be developed in attempting to give effect to
those inconsistent liabilities. The contract
which was in fact made, in our opinion,
determines not only the character and extent
of the liability of the Atlantic Company but also
the person or entity by whom the obligation is
exigible. It is of course quite clear that if the
Atlantic Company had refused to carry out its
agreement to discharge the cargo, the plaintiff
could not have enforced specific performance
and could not have recovered damages for
non-performance. (Art. 1257, Civil Code;
Donaldson, Sim & Co. vs. Smith, Bell & Co., 2
Phil. Rep., 766; Uy Tam and Uy Yet vs.
Leonard, 30 Phil. Rep., 471.) In view of the
preceding discussion it is equally obvious that,
for lack of privity with the contract, the Railroad
Company can have no right of action to
recover damages from the Atlantic Company
for the wrongful act which constituted the
violation of said contract. The rights of the
plaintiff can only be made effective through
the Compañia Trasatlantica de Barcelona with
whom the contract of affreightment was made.
G.R. No. 118248. April 5, 2000 accept the tendered rental fee and to
DKC HOLDINGS CORPORATION V. CA surrender possession of the property to
petitioner. On April 23, 1990, petitioner filed
FACTS: a complaint for specific performance and
The subject of the controversy is a 14,021 damages against Victor and the Register of
square meter parcel of land located in Deeds. Petitioner prayed for the surrender
Valenzuela, which was originally owned by and delivery of possession of the subject land
private respondent Victor U. Bartolome’s in accordance with the Contract terms; the
deceased mother, Encarnacion Bartolome, surrender of title for registration and
under TCT No. B-37615 of the Register of annotation thereon of the Contract. RTC
Deeds of Metro Manila, District III. This lot was dismissed the complaint.
in front of one of the textile plants of petitioner ISSUE: W/N the Contract of Lease with Option
and, as such, was seen by the latter as a to Buy entered into by the late Encarnacion
potential warehouse site. On March 16, 1988, Bartolome with petitioner was terminated upon
petitioner entered into a Contract of Lease with her death and does not bind her sole heir,
Option to Buy with Encarnacion Bartolome, Victor, even after her demise
whereby petitioner was given the option to HELD: No, under both Article 1311 of the Civil
lease or lease with purchase the subject land, Code and jurisprudence, the legal heir, Victor,
which option must be exercised within a period is bound by the subject Contract of Lease with
of two years counted from the signing of the Option to Buy executed by his predecessor-in-
Contract. In turn, petitioner undertook to pay interest, Encarnacion. It is futile for Victor to
P3,000 a month as consideration for the insist that he is not a party to the contract
reservation of its option. Within the two-year because of the clear provision of Article 1311
period, petitioner shall serve formal written of the Civil Code. Indeed, being an heir of
notice upon the lessor Encarnacion Bartolome Encarnacion, there is privity of interest
of its desire to exercise its option. The contract between him and his deceased mother. He
also provided that in case petitioner chose to only succeeds to what rights his mother
lease the property, it may take actual had and what is valid and binding against
possession of the premises. In such an event, her is also valid and binding as against
the lease shall be for a period of six years, him. The general rule is that heirs are
renewable for another six years, and the bound by contracts entered into by their
monthly rental fee shall be P15,000 for the first predecessors-in-interest except when the
six years and P18,000 for the next six years, rights and obligations arising therefrom are not
in case of renewal. transmissible by (1) their nature, (2) stipulation
Petitioner regularly paid the monthly P3,000 or (3) provision of law.
provided for by the Contract to Encarnacion
until her death in January 1990. Thereafter, The nature of intransmissible rights as
petitioner coursed its payment to private explained by Arturo Tolentino, an eminent
respondent Victor Bartolome, being the sole civilist, is as follows:
heir of Encarnacion. Victor, however, refused "Among contracts which are intransmissible
to accept these payments. Meanwhile, on are those which are purely personal, either by
January 10, 1990, Victor executed an provision of law, such as in cases of
Affidavit of Self-Adjudication over all the partnerships and agency, or by the very nature
properties of Encarnacion, including the of the obligations arising therefrom, such as
subject lot. Accordingly, respondent Register those requiring special personal qualifications
of Deeds cancelled TCT No. B-37615 and of the obligor. It may also be stated that
issued Transfer Certificate of Title No. V- contracts for the payment of money debts are
14249 in the name of Victor Bartolome. not transmitted to the heirs of a party, but
On March 14, 1990, petitioner served upon constitute a charge against his estate. Thus,
Victor, via registered mail, notice that it was where the client in a contract for professional
exercising its option to lease the property, services of a lawyer died, leaving minor heirs,
tendering the amount of P15,000 as rent for and the lawyer, instead of presenting his claim
the month of March. Again, Victor refused to for professional services under the contract to
CASE DIGEST CONTRACT PART 3 7
the probate court, substituted the minors as a property interest in the subject matter of the
parties for his client, it was held that the contract.
contract could not be enforced against the
minors; the lawyer was limited to a recovery on
the basis of quantum meruit."
It has also been held that a good measure for
determining whether a contract terminates
upon the death of one of the parties is whether
it is of such a character that it may be
performed by the promissor’s personal
representative. Contracts to perform personal
acts which cannot be as well performed by
others are discharged by the death of the
promissor. Conversely, where the service or
act is of such a character that it may as well
be performed by another, or where the
contract, by its terms, shows that
performance by others was contemplated,
death does not terminate the contract or
excuse nonperformance.
TRUST RECEIPTS LAW – under its SCS Program, not a dealer primarily
DANILO RICO II obligated to PPI for the products delivered to
her; that she had not collected from the
SPOUSES QUIRINO V. DELA CRUZ and farmers participating in the SCS Program
GLORIA DELA CRUZ, because of the typhoon Kading that had
VS. destroyed the participating farmers’ crops.
PLANTERS PRODUCTS, INC.
G. R. No. 158649; February 18, 2013; The RTC found that based on the terms and
Bersamin conditions of the SCS Program, a creditor-
debtor relationship was created between
Action: Petition for Review on certiorari. Gloria and PPI. It ordered petitioners to pay
Facts: the respondent. The CA affirmed the judgment
of the RTC.
Gloria de la Cruz applied for and was granted
by respondent Planters Products, Inc. (PPI) a Issue: whether the two transaction documents
regular credit line of P200,000 for a 60- day signed by Gloria expressed the intent of the
term, with trust receipts as collaterals. She and parties to establish a creditor-debtor
her husband, Quirino, submitted a list of their relationship between the petitioner and the
assets in support of her credit application for respondent?
participation in the Special Credit Scheme
(SCS) of PPI. Ruling: Yes.
Gloria signed a Trust Receipt/Special Credit Gloria signed the application for credit facilities
Scheme, indicating the invoice number, indicating that a trust receipt would serve as
quantity, value, and names of the agricultural collateral for the credit line. Gloria, as “dealer,”
inputs she received “upon the trust” of PPI. signed together with Quirino the list of their
Gloria thereby subscribed to specific assets that they tendered to PPI “to support
undertakings. our credit application in connection with our
participation to your Special Credit Scheme.”
The products were released to Gloria under Gloria further signed the Trust Receipt/SCS
the supervision of Cristina G. Llanera of documents defining her obligations under the
PPI.The 60-day credit term lapsed without agreement, and also the invoices pursuant to
Gloria paying her obligation under the Trust the agreement with PPI, indicating her having
Receipt/SCS. received PPI products on various dates.
PPI brought against Quirino and Gloria a These established circumstances comprised
complaint for the recovery of a sum of money by the contemporaneous and subsequent acts
with prayer for a writ of preliminary attachment. of Gloria and Quirino that manifested their
PPI alleged that Gloria had violated the intention to enter into the creditor-debtor
“fiduciary undertaking in the Trust Receipt relationship with PPI show that the CAproperly
agreement covering product withdrawals held the petitioners fully liable to PPI. The law
under the Special Credit Scheme which were of contracts provides that in determining the
subsequently charged to defendant dealer’s intention of the parties, their contemporaneous
regular credit line; therefore, she is guilty of and subsequent acts shall be principally
fraudulently misapplying or converting to her considered.
own use the items delivered to her as
contained in the invoices.” It charged that Consequently, the written terms of their
Gloria did not return the goods indicated in the contract with PPI, being clear upon the
invoices and did not remit the proceeds of intention of the contracting parties, should be
sales. literally applied.
In her answer, the petitioners alleged that The first circumstance was the credit line
Gloria was only a marketing outlet of PPI of P200,000.00 that commenced the business
CASE DIGEST CONTRACT PART 3 9
3. NO
Ratio The otherwise rigid rule that the
jurisdiction of the Land Registration Court,
being special and limited in character and
proceedings thereon summary in nature, does
not extend to cases involving issues properly
litigable in other independent suits or ordinary
civil actions
Marmont) is sufficiently clear in the alternative source of water for its hotel
second Memorandum of Agreement. which of course involved expenditure of
Marmont was not of course a party to money and perhaps loss of hotel
that second Agreement but, as revenues. We believe they should
correctly pointed out by the trial court respond in damages.
and the appellate court, the respondent
spouses could not have prevented
Maris Trading from entering the
property possessory rights over which
had thus been acquired by Maris
Trading.
That respondent spouses remained in
physical possession of that particular
bit of land, is of no moment; they did so
simply upon the sufferance of Maris
Trading. Had Maris Trading, and not
the respondent spouses, been in
physical possession, we believe that
Marmont would have been similarly
entitled to compel Maris Trading to give
it (Marmont) access to the site involved.
The two (2) courts failed to take
adequate account of the fact that the
sole purpose of Maris Trading in
acquiring possessory rights over that
specific portion of the land where well
and pump and piping had been
installed, was to supply the water
requirements of petitioner's hotel
purpose was known by respondent
spouses, is made explicit by the second
Memorandum of Agreement
Trading itself had no need for a water
supply facility; neither did the
respondent spouses. The water facility
was intended solely for Marmont Resort
Hotel. The interest of Marmont
cannot therefore be regarded as
merely "incidental."
Finally, even if it be assumed that the
second Memorandum of Agreement did
not constitute a stipulation pour autrui,
still respondent spouses, in the
circumstances of this case, must be
regarded as having acted contrary to
the principles of honesty, good faith and
fair dealing embodied in Articles 19 and
21 of the Civil Code when they refused
petitioner Marmont access to the water
facility to inspect and repair the same
and to increase its capacity and thereby
to benefit doing, respondent spouses
forced petitioner Marmont to locate an
CASE DIGEST CONTRACT PART 3 15
*Also reversed ruling on Burke paying for petitioner ARC still accepted it without any
repairs – it was Elser who initiated and ordered objections. Hence, it still deemed complied
repairs, and it was Elser’s word against Burke with.
in this situation, so follow logic: Whoever
asked for repairs, and got something in return
(use of yacht) liable to pay for repairs.
FACTS:
Arra Realty Corporation (ARC) was the owner
of a parcel of land located at Makati City.
Through its president, Architect Carlos
Arguelles, ARC decided to construct a five-
storey building on its property and engaged
the services of Engr. Erlinda Peñaloza as the
project and structural engineer. ARC
and Peñaloza agreed that the former would
share the purchase price of one floor of the
building which the latter took possession on
the one-half portion of the second floor.
Unknown to her, ARC executed a mortgage
over the entire lot and building to China Bank
Corporation. When ARC failed to pay its loan
to the said Bank, the subject property was
foreclosed extrajudicially and sold at a public
auction by the said Bank. Peñaloza filed a
complaint for specific performance against
petitioners.
ISSUE:
Whether or not there has been a perfected
contract of sale?
HELD:
YES. The parties agreed on the price and the
terms of payment. The contract of sale was
perfected. It being consensual in nature,
perfected by mere consent, was manifested
the moment there was meeting of the minds as
to the offer and acceptance. The parties
entered into the contract of sale as vendor and
vendee. Perfection per se does not transfer
ownership but which occurs upon actual or
constructive delivery of the thing sold.
2. YES
- Implicit in the authority given to Philtectic
Corporation to demand for and recover from
the petitioner the subject car and to institute
the appropriate action against him to recover
possession of the car is the authority to
withdraw the respondent's Letter-offer.