Professional Documents
Culture Documents
Oblicon 2nd Week Digest Compile
Oblicon 2nd Week Digest Compile
FRAUD (DOLO)
LYDIA L. GERALDEZ, vs. HON. COURT OF APPEALS and KENSTAR TRAVEL CORPORATION/ G.R. No. 108253 /Regalado, J
A successful case against a traveling agency. A very feel good case. It tried to differentiate between dolo causante and dolo incidente
but ultimately got lazy and said it didn’t matter which one since Kenstar is liable either way.
Important People:
Geraldez (Petitioner)
Facts:
1. Geraldez came to know about Kenstar Travel Corp. and the tours they offer through their advertisements. Geraldez paid for a
European tour denominated as VOLARE 3 for her and her sister.
2. VOLARE 3, as advertised, included a European tour manager, first-class hotels, and a visit to the UGC Leather factory.
3. The tour was not as advertised. There was no European tour manager. All they got was a lousy Filipino guide who had never been
to Europe. Furthermore, the hotels were far from first-class. They also failed to follow the itinerary and ended up sight-seeing the
outside of a closed factory.
Issues w/ Holding:
1. Whether or not Kenstar acted in bad faith or with gross negligence in discharging its obligations under the contract?
a. They selected Zapanta as the tour guide despite knowing her to be inexperienced. During the tour, she failed to attend the basic
needs of the tourists, to arrange medical attention (When Geraldez’s sister fell ill, Zapanta merely called the ambulance and left the
two to fend for themselves) and to follow the itinerary.
b. They failed to provide a European tour manager. Kenstar raised the defense that the tour manager is a company (Kuoni Travel of
Switzerland) and not an actual person. However, the wording of the advertisements belies this defense e.g. use of “he” and flaunting
that he can answer any question. Furthermore, Zapanta repeatedly assured the tourists that the European tour manager will come.
Clearly, these indicate that the European tour manager is a person.
c. They failed to provide first-class hotels with complete amenities that were conveniently located along the way as advertised. Kenstar
sought to defend itself by claiming that they were first-class “commensurate to the tourist’s budget.” Such reason is pure sophistry.
Kenstar fixed the charges and the accommodations. Cheapness could not justify a substandard from of service.
2. Whether or not the delimitation of responsibility 1 in the brochure protects Kenstar from liability?
No. The contract is a contract of adhesion. 2 Being so, it must be construed against the one who drafted it. Even assuming that the
same is enforceable, it cannot exculpate Kenstar since responsibility arising from fraudulent acts cannot be stipulated against by
reason of public policy.
1
“Kenstar Travel Corporation, their employees or sub-agents shall be responsible only for booking and making arrangements as your agents.”
2
A contract wherein almost all the provisions are drafted by one party, and the other need only “adhere” or affix his signature thereto.
2
Whether Kenstar has committed dolo causante or dolo incidente3, it is indubitably liable for damages to petitioner when Kenstar
reneged on its promises as explained above.
Dispositive
WHEREFORE, premises considered, the decision of respondent Court of Appeals is hereby SET ASIDE, and another one rendered,
ordering private respondent Kenstar Travel Corporation to pay petitioner Lydia L. Geraldez the sums of P100,000.00 by way of moral
damages, P50,000.00 as exemplary damages, and P20,000.00 as and for attorney's fees, with costs against private respondent. The
award for nominal damages is hereby deleted.
Doctrine:
Art. 1338. There is fraud when, through insidious words or machinations of one of the contracting parties, the other is induced to
enter into a contract which, without them, he would not have agreed to. (1269)
Art. 1344. In order that fraud may make a contract voidable, it should be serious and should not have been employed by both
contracting parties.
Incidental fraud only obliges the person employing it to pay damages. (1270)
_________________________________________________________________________________________________________
Modes of Breach: Negligence G.R. No. 34840 Gutierrez v. Gutierrez Malcolm, J.
This is an action brought by the plaintiff in the Court of First Instance of Manila against the five defendants, to recover damages in the
amount of P10,000, for physical injuries suffered as a result of an automobile accident. On judgment being rendered as prayed for by
the plaintiff, both sets of defendants appealed.
IMPORTANT PEOPLE
Narciso Gutierrez Bonifacio Gutierrez, et. al.
FACTS
1. On February 2, 1930, a passenger truck and an automobile of private ownership collided while attempting to pass each other on
the Talon bridge on the Manila South Road in the municipality of Las Piñas, Province of Rizal. The truck was driven by the chauffeur
Abelardo Velasco, and was owned by Saturnino Cortez. The automobile was being operated by Bonifacio Gutierrez, a lad 18 years of
age, and was owned by Bonifacio's father and mother, Mr. and Mrs. Manuel Gutierrez. 2. A passenger in the autobus, by the name
of Narciso Gutierrez, was en route
from San Pablo, Laguna, to Manila. The collision between the bus and the automobile resulted in Narciso Gutierrez suffering a
fractured right leg which required medical attendance for a considerable period of time, and which even at the date of the trial
appears not to have healed properly.
ISSUE with HOLDING
1. Whether or not both parties were liable
In the United States, it is uniformly held that the head of a house, the owner of an automobile, who maintains it for the general use
of his family is liable for its negligent operation by one of his children, whom he designates or permits to run it, where the car is
occupied and being used at the time of the injury for the pleasure of other members of the owner's family than the child driving it.
The theory of the law is that the running of the machine by a child to carry other members of the family is within the scope of the
owner's business, so that he is liable for the negligence of the child because of the relationship of master and servant. - The liability
3
This fraud or dolo which is present or employed at the time of birth or perfection of a contract may either be dolo causante or dolo incidente. The first, or causal fraud referred to in Article
1338, are those deceptions or misrepresentations of a serious character employed by one party and without which the other party would not have entered into the contract. Dolo incidente,
or incidental fraud which is referred to in Article 1344, are those which are not serious in character and without which the other party would still have entered into the contract. Dolo
causante determines or is the essential cause of the consent, while dolo incidente refers only to some particular or accident of the obligations.
3
of Saturnino Cortez, the owner of the truck, and of his chauffeur Abelardo Velasco rests on a different basis, namely, that of
contract, fully supported by evidence. The reason for this conclusion reaches to the findings of the trial court concerning the position
of the truck on the bridge, the speed in operating the machine, and the lack of care employed by the chauffeur. - The case is one of
two drivers approaching a narrow bridge from opposite directions, with neither being willing to slow up and give the right of way to
the other, with the inevitable result of a collision and an accident. 2. Whether or not there was contributory negligence on the part
of the petitioner - Aside from the fact that the defense of contributory negligence was not pleaded, the evidence bearing out this
theory of the case is contradictory in the extreme and leads us far afield into speculative matters. 3. Whether or not the damages
awarded were appropriate
- All facts considered, including actual expenditures and damages for the injury to the leg of the plaintiff, which may cause him
permanent lameness, in connection with other adjudications of this court, lead the Court to conclude that a total sum for the plaintiff
of P5,000 would be fair and reasonable. The difficulty in approximating the damages by monetary compensation is well elucidated by
the divergence of opinion among the members of the court.
DISPOSITIVE PORTION
In consonance with the foregoing rulings, the judgment appealed from will be modified, and the plaintiff will have judgment in his
favor against the defendants Manuel Gutierrez, Abelardo Velasco, and Saturnino Cortez, jointly and severally, for the sum of P5,000,
and the costs of both instances.
DOCTRINE
The running of the machine by a child to carry other members of the family is within the scope of the owner's business, so that he is
liable for the negligence of the child because of the relationship of master and servant.
_________________________________________________________________________________________________________
Remember when the MRT got derailed? Almost the same story here, except that it happened to Manila Electric Railroad in 1920.
IMPORTANT PEOPLE
Manuel de Guia (physician from Caloocan who got injured due to the derailment of the train car he rode in)
FACTS
1. Manuel de Guia was awarded P6,100 by Court of First Instance due to his injuries caused by the derailment of the train car.
2. Manila Electric Railroad and Light Co. caused the accident de Guia was in; also appealed to SC.
3. Sept. 4, 1915, de Guia rides the car of the train at 8:00 PM.
4. 30 meters later, the train came at a switch (the railway shifts so the train turns left or right on to another railway).
5. You’re supposed to slowdown but seems like the driver did not but he says otherwise.
6. This claim is belied by evidence:
a. Train was almost empty
b. Train was running behind schedule
c. Trial court thought train was running @ high speed
7. Car derailed because of a rock lodged in the switch, larger than goose egg.
8. Motorman did not see the rock.
9. Seems fortuitous but court sustains the allegation of negligence due to the fact that the car was traveling @ higher speed.
Why? It took a long time for the driver to actually notice the car got derailed. The train car went on being derailed for a while
and eventually hit a post and then the train stopped.
4
1. Is the company liable for the damage done by the negligence of the motorman? YES.
● De Guia boarded the car as a passenger for the city of Manila and the company undertook to convey him for hire.
● The relation between the parties was therefore, CONTRACTUAL IN NATURE, and the duty of the carrier is to be
determined with reference to the PRINCIPLES OF CONTRACT LAW.
● The company was bound to convey and deliver the plaintiff safely and securely with reference to the degree of care
under the circumstances, as required by law and custom.
● What governs this are Article 1172 (of NCC, 1103 of OCC) and Article 1315 (of NCC, 1258 of OCC)
● TAKE NOTE: in the NCC, Articles 1756, 1759 govern COMMON CARRIERS. These provisions were not present in the
OCC.
● Contractual relation present therefore good father of family defense not applicable as this only applies to quasi-
delicts (2180)
2. How much should be paid to de Guia for damages? Court opines that the amount is too high.
● Court believes that the company exercised good faith, that is, the defense that they had due diligence in choosing
and instructing subordinates. (See Article 2201)
● Thus, the damages to be paid should be determined by what could be foreseen at that time.
● Court did not change the charge of P900 loss of earnings (P300/mo)
● P3,900 lost through inability accept job as district health officer
● The possible salary that he would be paid if he could take the District Health Officer job was P1600 p.a. + P350
allowance for the possibility of outside practice. This was considered as part of the damage to be paid -> SC says too
speculative to award.
● De Guia also asked for payment for doctor’s bills P10,000 – cost of medical treatment + P30,000 damage from
character of injuries
● De Guia claimed that as a result of accident, he experienced a host of other injuries, traumatic neurosis (Post-
Traumatic Stress Disorder now)
● Witnesses presented were his doctor friends
● Defendant’s doctors were more conservative and claimed that the PTSD stimulated (the court didn’t understand
what traumatic neurosis was)
● The Court opined that the expenses after more than a year (Dr. Montes called in P350, P250) are already too far
from event – not covered anymore + other fees
● SC also opines that the doctors who examined him probably did not charge him as they were his friends.
● SC rejects this claim and says that de Guia exaggerated damages claimed, should be limited to reasonably suited.
● P1,100 damages awarded.
DISPOSITIVE PORTION
Judgment modified. Damage awarded is reduced from P6,100 to P1,100.
DOCTRINE
Compare this with the Air France case. The non-application of 2180 was correct here due to the fact that there was an existing contract
between parties in this case, whilst quasi-delicts do not have pre-existing contractual relations between parties.
_________________________________________________________________________________________________________
NEGLIGENCE
No. 7567, 12 November 1912
5
U.S. v. BARIAS
CARSON
A motorman of a streetcar fails to see a child walking across the tracks and runs over her as a result. He is convicted in the trial court
for homicide resulting from reckless negligence, a sentence from which he appeals. The SC upholds the conviction with slight
modification as to duration.
IMPORTANT PEOPLE
Segundo Barias, a motorman on streetcar No. 9, run 7 of the Pasay-Cervantes lines of the Manila Electric Railroad and Light
Company
Fermina Jose, a girl 2 or 3 years old (2 in dispositive, 3 in statement of facts)
FACTS
1. At about 6am of November 2, 1911, Barias was driving along Rizal Avenue. He stopped near its intersection with Calle
Requesen to take on some passengers. Barias looked backward to check whether all the passengers were aboard, and
then he started his car.
2. At that moment, Fermina Jose walked or ran in front of the car. She was knocked down and dragged underneath it, and
was left dead on the tracks with a crushed head. Barias did not know anything about the incident until he was informed
of it upon his return.
3. There is no substantial dispute as to the facts. One witness testified that he was still looking backwards when he started
the car, and another directly contradicted it (how so, the court did not say).
4. Barias was found guilty of imprudencia temeraria (reckless negligence) and sentenced to 1 year and 1 month of
imprisonment in Bilibid, plus costs.
Wherever he was looking, it was clear that he started his car from a standstill without looking over the track immediately in
front of the car. This is a failure to carry out his duty to satisfy himself that the track before his car was clear, something that
he had no right to assume.
The incident occurred along a public street in a densely populated section of the city, at 6am when people begin to move
about. Under these conditions he was bound to exercise a high degree of diligence in the performance of his duties. In fact,
he would have seen the child by the exercise of ordinary diligence.
Counsel for Barias said that his position was such that a child might have walked up immediately in front of the car without
coming within the line of his vision. The court, upon examining the photographs of the car, said that he could have very easily
leaned his head and shoulders very slightly and glanced in front of the car, and by doing so he would have seen the child.
Counsel also argued that in US v. Barnes, the defendant was acquitted even though he could have been held guilty of
negligence had he known there was another person where his gun was pointed. The court said that he had no reason to
anticipate the presence of a person in the line of fire, which is not the same as in this case as he had to guard against the
possibility that some one might be on the track immediately in front of the car.
The diligence required of passenger carriers applies to street railway companies as well: extraordinary care and diligence (Art.
1756, NCC). Although the provision pertains to passengers (and the victim Fermina Jose was not a passenger of the streetcar),
the court held that this requirement applies with equal force to the duty of avoiding the infliction of injuries upon pedestrians
and others who cross the streets upon which the cars of these companies run.
6
DISPOSITIVE PORTION
Judgment affirmed, but sentence reduced to 6 months 1 day of prision correccional.
_________________________________________________________________________________________________________
Breach of Obligation: Modes of Breach — Negligence G.R. No. 141258 Sarmiento v. Sps. Sun-Cabrido Corona, J.
IMPORTANT PEOPLE
Dra. Virginia Lao: owner of jewelry Tomasa Sarmiento: petitioner Tita Payag: was asked to go to jewelry shop Sps. Sun-Cabrido:
defendants; owners of Dingding’s Jewelry Shop Ma. Lourdes (Marilou) Sun: employee of jewelry shop Zenon Santos: goldsmith
FACTS
1. Dra. Virginia Lao asked Tomasa Sarmiento to find someone to reset a pair of diamond earrings into two gold rings. Sarmiento sent
Tita Payag with the pair of earrings to Dingding’s Jewelry shop, owned and managed by spouses Luis and Rose Cabrido, which
accepted the job order for Php400.00.
2. Sarmiento provided 12 grams of gold for crafting the ring settings, and three days later, Payag delivered one of Lao’s diamond
earrings (worth .33 carat, almost perfect in cut and clarity) to the shop.
3. Ma. Lourdes Sun tried to dismount the diamond from the original setting, but she failed and asked Zenon Santos to do it. Santos
used a pair of pliers to twist the setting and in the process, broke the gem.
4. Sarmiento asked the Cabridos to replace the diamond with the same size and quality, but they refused, forcing the former to buy
a replacement herself worth Php 30,000.00.
5. Sarmiento filed a complaint for damages against the Cabridos and Sun. 6. Rose Cabrido denied transaction with Payag; Santos
denied being an employee of the shop.
7. Decisions of the lower courts:
a. MTCC: ruled in favor of Sarmiento
b. RTC: reversed the decision, absolving the respondents of any responsibility arising from breach of contract
c. CA: affirmed RTC decision
ISSUES 1. WON CA erred in holding that Santos is not an employee of defendants, thus answerable for his own actions - YES 2.
WON CA erred in sustaining the RTC decision - YES
Arguments:
• Petitioner claims that the dismounting of the diamond from its original setting was part of the obligation assumed by the private
respondents under the contract of service.
• Respondents: agreement was for crafting two gold rings mounted with diamonds only and did not include the dismounting of the
said diamonds from their original setting (upheld in RTC and CA ruling)
HOLDING
• Facts show that Santos has been working at the shop as a goldsmith for 6 months. Payag also testified that she had transacted at
least 10 times before in the shop, always through Sun.
• Court is inclined to agree with the MTCC in giving credence to Sarmiento’s contentions since they had the opportunity to observe
the behavior of the witnesses and the respondents’ inconsistenty impugns their credibility
• They initially denied existence of any transaction, but they later acknowledged the transaction, but saying that dismounting the
diamond from the original setting is not part of the job
• Sun expressed no reservation regarding the dismounting of the diamond which is an integral part of the job order. She examined it,
7
tried to dismount it, and passed the task to Santos. Because of this, the job’s obligation to reset the pair of earrings cannot be denied.
• “Obligations arising from contracts have the force of law between contracting parties. Corollarily, those who in the performance of
their obligations are guilty of fraud, negligence or delay and those who in any manner contravene the tenor thereof, are liable for
damages. The fault or negligence of the obligor consists in the omission of that diligence which is required by the nature of the
obligation and corresponds with the circumstances of the persons, of the time and of the place”
• Santos clearly acted with negligence. He should have used a miniature wire saw instead of pliers in dismounting the diamond.
• In general, moral damages are not recoverable in actions for damages predicated on breach of contract Moral damages may be
awarded in a breach of contract, if 1 there is proof that the defendants acted with bad faith or guilty of gross negligence or in wanton
disregard of one’s contractual obligation. Santos had 40 years of experience as a goldsmith and should have known he was using the
wrong equipment which entailed an unnecessary risk of breakage.
• Respondents had an honest belief that they were not responsible thus negating any basis for award of attorney’s fees.
DISPOSITIVE PORTION
WHEREFORE, the foregoing premises considered, the petition is DENIED. The court of origin (RTC, Manila, Br. 47) is hereby
ordered to continue proceedings consistent with this ruling of the Court. Costs against the petitioners.
SO ORDERED.
DOCTRINE
RELEVANCE TO THE LESSON
OTHER NOTES
not enumerated in Art 2219 1
Art. 2219: Moral damages may be recovered in the following and analogous cases: (1) a criminal offense resulting in physical
injuries; (2) Quasi-delicts causing physical injuries; (3) Seduction, abduction, rape, or other lascivious acts; (4) Adultery or
concubinage; (5) Illegal or arbitrary detention or arrest; (6) Illegal search; (7) Libel, slander or any other form of defamation; (8)
Malicious prosecution; (9) Acts mentioned in Art 309; (10) Acts and actions referred to in Articles 21, 26, 27, 28, 29, 30,32, 34, and
35.
The parents of the female seduced, abducted, raped, or abused, referred to in No. 3 of this article, may also recover moral damages.
The spouse, descendants, ascendants, and brother and sisters may bring the action mentioned in No. 9 of this article, in the order
named.
_________________________________________________________________________________________________________
IMPORTANT PEOPLE
Estela Crisostomo – Petitioner
Meriam Menor – Niece of petitioner who worked at Caravan Travel and Tours International
Caravan Travel and Tours International (CTTI) - Respondent
FACTS
1. May 1991 - Crisostomo contracted the services of CTTI to arrange and facilitate her booking, ticketing and
accommodation in a tour called “Jewels of Europe.” The tour cost Php74,322.70.
8
2. June 12, 1991 - Menor went to Crisostomo’s residence to deliver the tickets. She told Crisostomo to be at NAIA on
Saturday, two hours before her flight.
3. June 15, 1991 - Without checking her travel documents, Crisostomo went to NAIA for her flight on Saturday, June 15 th.
However, it turned out that her flight was for June 14th and not June 15th.
4. Menor prevailed upon petitioner to take another tour (“British Pageant”). This tour cost Php20,881.00.
5. Upon Crisostomo’s return to Europe, she demanded from respondent the reimbursement of Php61,421.70, representing
the difference between the sum she paid for the “Jewels of Europe” tour and the amount she owed for the “British
Pageant” tour.
6. Respondent refused to reimburse her, because the package was non-refundable.
7. Petitioner filed a complaint against the respondent for breach of contract of carriage and damages.
8. Petitioner’s position:
- Her failure to join the “Jewels of Europe” was due to respondent’s fault since it did not clearly indicate the departure
date on the plane ticket.
- Respondent was negligent and did not observe the standard of care required of a common carrier when it informed
her wrongly of the flight schedule.
9. Respondent’s position:
- Petitioner was informed of the correct departure date, which was clearly and legibly printed on the plane ticket.
- It is accepted industry practice to disallow refund for individuals who failed to take a booked tour.
- “British Pageant” tour was not a substitute for the “Jewels of Europe” tour.
- Respondent performed its prestation under the contract as well as everything else that was essential to book
petitioner for the tour.
DISPOSITIVE PORTION
WHEREFORE, the instant petition is DENIED for lack of merit. The decision of the Court of Appeals in CA-G.R. CV No. 51932
is AFFIRMED. Accordingly, petitioner is ordered to pay respondent the amount of P12,901.00 representing the balance of
the price of the British Pageant Package Tour, with legal interest thereon at the rate of 6% per annum, to be computed
from the time the counterclaim was filed until the finality of this Decision. After this Decision becomes final and executory,
the rate of 12% per annum shall be imposed until the obligation is fully settled, this interim period being deemed to be by
then an equivalent to a forbearance of credit.
A common carrier is defined under Article 1732 of the Civil Code as persons, corporations, firms or associations engaged in
the business of carrying or transporting passengers or goods or both, by land, water or air, for compensation, offering their
services to the public.
_________________________________________________________________________________________________________
IMPORTANT PEOPLE
Cetus Development, Inc. – petitioner
Ederlina Navalta, Ong Teng, Jose Liwanag, Leandro Canlas, Victoria Sudario, Flora Nagbuya – private respondents
FACTS
1. Private respondents were lessees of the premises at No. 512, Quezon Blvd., Quiapo, Manila, originally owned by Susana
Realty. They paid their rental fees to a collector of Susana Realty who went to the premises monthly.
2. Susana Realty sold the property to petitioner Cetus. Respondents then continued to pay their monthly rentals to a
collector sent by Cetus.
● For 3 months, the private respondents failed to pay rent because no collector came. They then called Cetus over
the phone as to where they should pay. Cetus told them that they would send a collector, but no one came.
3. Cetus then sent a letter to each of the private respondents demanding that they vacate the premises and to pay within
15 days from the receipt thereof. Private respondents immediately made their payments, which were accepted by the
petitioner on the condition that the payment was without prejudice to the filing of an ejectment suit.
4. For failure of the private respondents to vacate the premises as demanded, petitioner filed an ejectment suit against
them.
● Art. 1169 of the Civil Code: those obliged to deliver or to do something incur in delay from the time the obligee
judicially or extrajudicially demands from them the fulfillment of their obligation.
● The moment the Cetus extrajudicially demanded the payment of the rentals (through letter), private
respondents immediately answered their obligation by paying their arrearages of rentals to it.
DISPOSITIVE PORTION
Petition denied. CA decision affirmed.
DOCTRINE
Art. 1169, Civil Code: Those obliged to deliver or to do something incur in delay from the time the obligee judicially or
extrajudicially demands from them the fulfillment of their obligation.
However, the demand by the creditor shall not be necessary in order that delay may exist:
(1) When the obligation or the law expressly so declare; or
(2) When from the nature and the circumstances of the obligation it appears that the designation of the time when
the thing is to be delivered or the service is to be rendered was a controlling motive for the establishment of
the contract; or
(3) When demand would be useless, as when the obligor has rendered it beyond his power to perform.
In reciprocal obligations, neither party incurs in delay if the other does not comply or is not ready to comply in a proper
manner with what is incumbent upon him. From the moment one of the parties fulfills his obligation, delay by the other
begins.
_________________________________________________________________________________________________________
Important People/Parties
Aerospace Chemical Industries, Inc. – Petitioners
Philippine Phosphate Fertilizer, Corp. – Private Respondent
Facts:
1. Aerospace Industries, Inc. purchased five hundred (500) metric tons of sulfuric acid from private respondent, Philippine
Phosphate Fertilizer Corporation [P553,280.00]
2. Private respondent asked petitioners to withdraw the sulfuric acid purchased at Basay, Negros Oriental Storage tank because
the private respondents were incurring an expense of P2,000.00 each day in the delay in shipment.
3. There were two failed attempts to ship the sulfuric acid using the chartered M/T Sultan Kayumanggi, as in both cases the ship
tilted from the weight of the cargo. Later on, the M/T Sultan Kayumanggi sank with a total of 227.51 MT of sulfuric acid on
board.
4. Petitioner then sent a number of demand letters asking for the delivery of the remaing sulfuric acid amounting to 272.49 MT,
and its intention to further purchase 227.51 MT in light of the loss of the product due to the sinking of the cargo ship.
5. Petitioner then requested the private respondent to get its additional order of 227.51 MT of sulfuric acid at Isabel Leyte, but
the private respondents replied that it was not possible for such to happen due to limitations and the delayed arrival of
imported sulfuric acid from Japan.
6. Hence, the petitioner filed a complaint for specific performance and/or damages before the RTC. Private respondent replied
in its counter claim that it was the petitioner instead that was remiss in its performance of obligations in arranging the
shipping requirements.
7. The RTC found in favor of the petitioner, but the CA reversed the said decision and found in favor of the private respondents.
Issues:
The Supreme Court Division synthesize the pertinent issues as the ff:
1. Did the respondent court err in holding that the petitioner committed breach of contract that:
11
a. The petitioner paid the full value of its purchases, yet only received a porition?
b. The parties have agreed for the additional purchase of 227.51 Mt of sulfuric acid, hence the prior delay has been
waived?
2. Did the respondent court err in awarding damages to private respondent
3. Should expenses for the storage and preservation of the purchased fungible goods be on the sellers account pursuant to
Article 1504 of the Civil Code?
Ruling:
1. Breach of Contract -- The Court holds that the conclusion reached by the CA was founded upon preponderant evidence.
a. Petitioners’ claim was based only on allegations of its employee that the storm (force majeure) caused the delay and
failure to lift the sulfuric acid at the port.
b. On the other hand, the Court finds that the storm was not the proximate cause of the petitioners’ failure to transport
the purchases on time, but rather the technical inadequacy of the cargo ship contracted to do such shipping; and
that the eventual sinking of the said ship was not because of force majeure, but according to the report, it was
actually unstable and unseaworthy.
c. The testimony of the third party, surveyor Rabes, regarding the weather condition at the time was rightly given more
weight as a third party he was neither the employee of either party.
d. Petitioner, as the buyer, was obligated to under the contract to undertake the shipping requirements. It was the
petitioner that employed the services of the M/T Kayumanggi, it was also the petitioners’ prerogative to immediately
replace said ship when technical troubles arose, but it did not.
e. The Court concurs with the conclusion reached by the respondent Court which says that:
i. Not true that defendant was not ready to deliver the 272.49 MT balance of sulfuric acid as it was ready as
early as August 15, 1986,
ii. What defendant could not do was sell the additional 227.51 MT
iii. Defendant had no obligation to this additional order, and cannot be faulted for inability to meet
requirements.
iv. Defendants inability to deliver the additional amount is not legal justification to refuse lifting the remaining
balance of 272.49 MT
2. Damages – Where there has been breach of contract by the buyer, the seller has a right of action for damages. A cause of
action of the seller for damages may arise where the buyer refuses to remove the goods such that they buyer has to remove
them.
a. Art. 1170, Art. 1169
b. Respondent Court erred in counting the delay of the petitioner based on the letter, starting from August 6, 1986.
c. The categorical demand to lift the said goods from Basay was established December 15, 1986. Due to the delay, the
private respondents had to extend their lease until August 31, 1987. Therefore, petitioners should reimburse private
respondents rental expenses (P32,000.00) monthly from December 15, 1986 to August 31, 1987.
3. Expenses of storage of fungible goods should be on the seller – The petitioners use as the basis of its argument, Art 1504
of the Civil Code which states:
a. Unless otherwise agreed, the goods remain at the sellers risk until the ownership therein is transferred to the buyer,
but when the ownership therein is transferred to the buyer the goods are at the buyers risk whether actual delivery
has been made or not
b. However, with an exception: Where actual delivery has been delayed through the fault of either the buyer or seller
the goods are at the risk of the party at fault
c. As established prior, the petitioner is indeed guilty of delay, and therefore liable for the expenses incurred due to
said delay.
d. However, considering that the petitioners already paid P303,483.37 as advanced payment for the additional sulfuric
acid, the P272,000.00 in rentals should be deducted, leaving P31,483.37 refundable to the petitioner.
Dispositive Portion
WHEREFORE, the petition is hereby DENIED. The assailed decision of the Court of Appeals in CA G.R. CV No. 33802 is
AFFIRMED, with MODIFICATION that the amount of damages awarded in favor of private respondent is REDUCED to Two hundred
seventy two thousand pesos (P272,000.00). It is also ORDERED that said amount of damages be OFFSET against petitioners advance
payment of Three hundred three thousand four hundred eighty three pesos and thirty-seven centavos (P303,483.37) representing the
12
price of the 272.481 MT of sulfuric acid not lifted. Lastly, it is ORDERED that the excess amount of thirty one thousand, four hundred
eighty three pesos and thirty seven centavos (P31,483.37) be RETURNED soonest by private respondent to herein petitioner.
Delay (Mora) — Art. 1169 G.R. No. 153004 Santos Ventura HOCORMA Foundation Inc., vs. Ernesto Santos and Riverland Inc.
Quisimbing
SVHFI and Ernesto Santos entered into a compromise agreement to lift the notices of lis pendens on SVHFI’s real properties
in consideration of the payment of a certain sum within 2-years. SVHFI incurred a delay in the performance of its obligation, entitling
Santos to legal interest as compensation for the delay.
IMPORTANT PEOPLE
1. Ernesto V. Santos — Respondent 2. Santos Ventura Hocorma Foundation, Inc. (SVHFI) — Petitioner
FACTS
1. Ernesto V. Santos and Santos Ventura Hocorma Foundation, Inc. (SVHFI) were the plaintiff and defendant, respectively, in multiple
civil cases 2. Oct. 26, 1990 — parties executed a Compromise agreement with the following conditions:
A. that SVHFI would pay Santos P1.5 million upon the execution of the agreement
B. the balance of 13 million would be paid within 2 years either in one lump sum or in installments, and that if they were not able to
pay then the debt would be satisfied with portions of land or real properties that were the subject of their civil cases
C. Upon execution of the agreement, Santos would cause the dismissal of their civil cases and life the notices of lis pendens on the
affected real properties
D. If any of the properties were sold or disposed of, the proceeds of the sale would be partially devoted to the payment of this
obligation
3. The conditions upon the execution of the compromise agreement were complied with on both sides, leaving a balance of P13
million due to Santos
4. SVHFI later sold two real properties that were previously subjects of lis pendens so Santos sent a letter demanding payment of the
balance. This was ignored by SVHFI. Meanwhile, the compromise agreement was approved by the RTC of Makati
5. Santos sent another letter asking when they would pay the balance and because SVHFI did not respond, he applied with the RTC
for the issuance of avwrit of execution of the compromise agreement. This was granted. So the Sheriff levied n the subject
properties of SVHFI.
6. SVHFI tried to challenge the execution of the RTC’s judgment but failed
7. SVHFI held 2 auctions, both of which were won by Riverland, Inc. One on November 22, 1994 for P12 million and another on
February 8,1995. Both provided for the right of redemption within 1 year from the date of registration of the properties
8. on June 2, 1995, Santon and Riverland Inc. filed a complaint for declatory relief and damages alleging that the petitioner delayed
in paying the P13 million balance and that the payment of the P12 million was only made on November 22, 1994 even if under the
compromise agreement, the obligation became due on October 26, 1992. So they prayed that SVHFI pay legal interest among other
costs of litigation, and that the sales be declared final and not subject to legal redemption. The court decided in favor of Santos and
Riverland, Inc.
petitioner’s stand: (1) where a compromise agreement/judgment does not provide for the payment of interest, legal interest by way
of penalty on account of fault or delay is not due and payable. (2) Respondents are barred by res judicator from seeking legal interest
because of the waiver clause in the compromise agreement. (3) the compromise agreement did not provide for a period within which
the obligation will become due and demandable so Santoss needs to ask for judicial intervention to fix the period.
Respondents: (1) right to damages is based on delay in the payment of the obligation provided in the compromise agreement (2) the
compromise agreement provided for a 2-year period and was approved by the RTC
• a compromise is a contract where the parties avoid/put an end to litigation by mutual consent in the hope of gaining, balanced by
the danger of losing. It does have the effect and authority of res judicator even if it has not been judicially approved.
• It became binding, with the 2-year period commencing, upon its execution (october 26, 1990) and NOT when it was approved by the
court (september 30, 1991). So, when respondents wrote a demand letter on october 28, 1992, the obligation was certainly due and
demandable and the petitioner incurred a delay in failing to pay. Note the following provision: article 1169 of the NCC: those obliged
to deliver or to do something incur in delay from the time the obligee judicially or extrajudicially demands from them the fulfilment
of their obligation
• delay is synonymous to default or mora: it is the nonfulfillment of the obligation with respect to time. Requisites of default:
1. the obligation is demandable and already liquidated — since the 2-year period had lapsed and the respondents sent a demand
letter, the obligation was due and demandable. Also, the obligation was liquidated because the debtor knew how much he was to
pay and when to pay it 2. the debtor delays performance — petitioner settled the balance on February 8, 1995, more than 2 years
after the extrajudicial demand. They even tried to hinder the execution of the executory judgment, further delaying the fulfilment of
the obligation. 3. the creditor requires the performance judicially or extrajudicially
— the demand letter is considered an extrajudicial demand
• petitioner is liable for damages for the delay in the performance of its obligation. the respondents were deprived of funds that they
were entitled to by virtue of the compromise agreement. because of this, they are entitled to compensation for the loss of use of
those funds in the form of interest. Without an agreement in this regard, what is applied is the legal interest for loan as forbearance
of money which is 12% per annum to be computed from the default
DISPOSITIVE PORTION
WHEREFORE, the petition is DENIED for lack of merit. The decision dated January 20, 2002 of the Court of Appeals and its April 12,
2002 Resolution in CA- G.R. CV No. 55122 are AFFIRMED. Costs against the petitioner.
DOCTRINE
article 1169 of the NCC: those obliged to deliver or to do something incur in delay from the time the obligee judicially or
extrajudicially demands from them the fulfilment of their obligation
Respondents deprived of funds to which they are entitled to are entitled to compensation for the loss of use of those funds in the
form of interest
a compromise agreement is a way for parties to avoid or put an end to litigation by arriving at a comprise. It becomes a source of
rights and obligations from the moment it is executed and NOT when it is approved by the court.
RELEVANCE TO THE LESSON
This case illustrates how delay/default/mora is incurred and the repercussions of such delay with respect to a demandable
obligation.
OTHER NOTES Lis Pendens — Latin for "a suit pending," a written notice that a lawsuit has been filed which concerns the title to real
property or some interest in that real property. The lis pendens (or notice of pending action) is filed with the clerk of the court,
certified that it has been filed, and then recorded with the County Recorder. This gives notice to the defendant who owns real estate
that there is a claim on the property, and the recording informs the general public (and particularly anyone interested in buying or
financing the property) that there is this potential claim against it.
_________________________________________________________________________________________________________
14
NEGLIGENCE (CULPA)
Vasquez as manager of NVSD Co. entered into a contract to deliver cavans of palay to Borja. Because of their failure to do so, Borja
filed a suit for damages against Vasquez. The Court dismissed the complaint since the proper party is NVSD and not Vasquez since it
was entered into in his capacity as manager.
Important People:
Natividad-Vasquez Sabani Development Co., Inc. (Unfortunate enough to have Vasquez as its manager.)
Facts:
1. Vasquez and Busuego jointly and severally obligated themselves to sell to Borja 4,000 cavans of palay, to be delivered during the
month of February. Borja paid 8,400 in advance.
2. The duo delivered to the plaintiff during the months of February, March, and April only 2,488 cavans of palay of the value of 5,224.80.
However, they refused to deliver the rest despite repeated demands.
3. As a result, Borja suffered 1,000 in damages. The 1,510 empty sacks of the 4,000 he delivered to the duo was not returned or paid
for. He suffered another 150 in damages.
4. Borja sued Vasquez. Vasquez denied entering the contract in his personal capacity alleging that Borja signed a contract with the
company he is a manager of and filed a counter-claim for damages caused by Borja suing him.
Issue w/ Holding:
1. Whether the plaintiff entered into the contract with Vasquez in his personal capacity or as manager of the Natividad-Vasques Saban
Development Co., Inc.?
The preponderance of evidence, as found by the Court of Appeals, shows that he entered the contract in his capacity as president and
manager. That finding of fact is final.
2. Whether or not the Court of Appeals erred in remanding the case for further trial?
Yes. Court of Appeals should have dismissed the case since Vasquez is not the proper party but Natividad-Vasquez Saban Development
Co., Inc. A corporation is an artificial being with its own personality separate from its stockholders. It is a necessary legal fiction and
may only be disregarded if an attempt is made to use it as a cloak to hide an unlawful or fraudulent purpose. Such, however, is not
alleged or proven.
3. Whether or not Vasquez could be held guilty of negligence and thus render him personally liable?
No. 1101-1104 refers to negligence or fault incidental to the fulfillment or nonfulfillment of a contractual obligation. The company’s
negligence in the nonfulfillment of the contract cannot make Vasquez liable. If independently of the contract, Vasquez by his fault or
negligence caused damage to the plaintiff, he would be liable to the latter under article 1902 of the Civil Code based on culpa aquiliana.
Dispositive:
The judgment of the CA is reversed, and the complaint is hereby dismissed, without costs.
Dissent:
15
Paras, J.:
Vasquez as president of NVSD is liable for damages. Vasquez, as acting president and manager of NVSD, and with full knowledge of
the then insolvent status of his company, agreed to sell to De Borja 4,000 cavans of palay. Further, NVSD was soon thereafter
dissolved.
Doctrine:
Juridical persons like companies have a personality separate from its managers and stockholders.
_________________________________________________________________________________________________________
Francisco and Abella entered into an option to purchase (as held by the lower court, not a contract of sale) lots of the Tala
Estate which Francisco owns but still not fully paid and he’s actually in arrears. The initial contract provides that payment of the balance
(with P500 downpayment) should be on Dec. 15, extendable for 15 days (hence Dec. 30). On Dec. 27, Francisco authorized Mabanta
(his agent) to sign the conveyance of the lots to Abella upon payment of the balance, but if he can’t pay, then the option will be
considered cancelled. Mabanta extended the period to Jan 5, but Abella was not able to pay and tendered only in Jan 9. The Trial Court
held that the option to purchase was deemed cancelled because time was essential. The SC is divided (Whether it’s sale or option to
purchase) but in any case or even though the contract is to be considered that of Sale, the rescission is still valid because time was
considered an essential element of the contract since Francisco has to pay his arrears due in Dec. that year.
IMPORTANT PEOPLE:
Abella – buyer
Francisco - seller
FACTS
1. Francisco purchased from the Government on installments, lots 937 to 945 of the Tala Estate in Rizal. He was in arrears for
some of these installments.
"Received from Abella (P500), payment on account of lots Nos. 937 to 945 containing an area of 221 hectares, at (P100) per
hectare.
The balance due on or before December 15, 1928, extendible 15 days thereafter.
3. After having made this agreement, the Abella proposed the sale of these lots at a higher price to George C. Sellner, collecting
P10,000 on account thereof on December 29, 1928. (Not really relevant).
4. P415.31 was paid by Abella on November 13, 1928, upon demand made by the Francisco.
5. On December 27th of the same year, Francisco was in Cebu, he wrote to Roman Mabanta, attaching a power of attorney
authorizing him to sign in behalf of the defendant all the documents required by the Bureau of Lands for the transfer of the
lots to the plaintiff.
- In that letter the defendant instructed Roman Mabanta, in the event that the plaintiff failed to pay the remainder of the
selling price, to inform him that the option would be considered cancelled, and to return to him the amount of P915.31
Abella paid.
16
7. Abella asked for a few days’ time, but Mabanta, following the instructions he had received from Francisco, only gave him until
the 5th of that month.
8. Abella did not pay the rest of the price on the 5th of January, but on the 9th of the month attempted to do so; Mabanta,
however, refused to accept it, and gave him to understand that he regarded the contract as rescinded. On the same day,
Mabanta returned by check the sum of P915.31 which the plaintiff had paid.
9. Hence Petitioner came to Court to enforce the Contract. He said Mabanta granted him an extension til Jan 9 but Mabanta
denied this and was corroborated by Paz Vicente and by the plaintiff’s own admission to Narciso Javier that his option to
purchase those lots expired on January 5, 1929.
1. Whether the contract is sale of option to purchase – Court held it was option to purchase.
In holding that the period was an essential element of the transaction between plaintiff and defendant, the trial court considered that
the contract in question was an option for the purchase and that in an agreement of this nature the period is deemed essential.
The opinion of the court is divided upon the question of whether the agreement was an option or a sale, but even supposing it was a
sale, the court holds that time was an essential element in the transaction. The defendant wanted to sell those lots to the plaintiff in
order to pay off certain obligation which fell due in the month of December, 1928. The time fixed for the payment of the price was
therefore essential for the defendant, and this view in borne out by his letter to his representative Mabanta instructing him to consider
the contract rescinded if the price was not completed in time.
IMPORTANT PEOPLE Eusebio De La Cruz, plaintiff-appellee, Apolonio Legaspi and Concordia Samperoy, defendants-appellants.
FACTS
1. In November 1950, De la Cruz sued Apolonio Legaspi and his wife to compel delivery of the parcel of land they had sold to him in
December 1949; the complaint alleged:
a. the refusal of defendants to accept payment of the purchase price of P450 which he had tendered b. undue retention of the realty
2. Defendants admitted the sale and the price; but they alleged that before the document of sale was made, the plaintiff agreed to
pay the defendants the amount of P450 right after the document is executed that very day (December 5) However, after the
document was signed and ratified by the Notary Public and after the plaintiff has taken the original of the said document, the sad
plaintiff refused to pay the sum of P450 . To them, lack of consideration and for deceit are ground for annulment of the document.
3. Plaintiff filed petition for judgment on the pleadings: defendants have no excuse toretain property. Defendants didn’t budge and
continued to stand for annulment.
4. Judge Reyes rendered judgment
a. ordering plaintiff to pay the price of P450 to defendants
b. ordering the latter to receive such price and immediately after such receipt, to deliver possession of the property to plaintiff
5. Having failed in a motion to reconsider, defendants appealed in due time; out of the 7 errors they assigned, 2 maintaining
propositions were:
17
Villaruel leased a property in favor of Manila Motor Co. The premises were occupied by Japanese military from 1942-1945.
Villaruel demanded payment from lessee company for the said period to which lessee refused. No tender was made until November
1946 and subsequently, the property was destroyed by fire. The court ruled that the dispossession of lessee during Japanese
occupation exempted it from obligation to pay lease. Thus, by improperly refusing to accept the tenders of rentals, Villaruel incurred
default (mora) and must shoulder the accidental loss of the premises.
18
IMPORTANT PEOPLE
Claudia Vda. De Villaruel – plaintiff, appellees (lessor)
Manila Motor Co. Inc., Arturo Colmenares – defendants, appellants (lessee)
FACTS
1. Appeal against CFI judgment ordering Manila Motor Co., Inc to pay Villaruel for the lease of their building from June 1,
1942 to March 29, 1945 (used by Japanese military) and pay for the destruction of the property.
2. Manila Motor Co., Inc. leased the building from Villaruel and entered a contract.
3. The contract lasts for 5 years and that the amount of Php 350 a month should be paid. Possession started on the 31st
day of October 1940.
4. The leasing continued until the invasion in 1941. Lessee was dispossessed of the premises by the Japanese military. Upon
liberation, Americans took possession of the said property and paid for the same amount to Villaruel.
5. Leasing by Manila Motor Co. resumed, and paid rentals from Oct 1945 to June 1946. Come July 1946, lessor insisted on
collecting the 1942-1945 rents as well and refused to accept further payment by lessee.
6. While the trial was ongoing, the property got burned. Villaruel then sought for a supplemental complaint demanding
reimbursement. CFI granted the petition of Villaruel giving rise to this appeal.
ART. 1185. When the obligation to deliver a certain and determinate thing arises from the commission of a crime or
misdemeanor the obligor shall not be exempted from the payment of its value, whatever the cause of its loss may
have been, unless, having offered the thing to the person entitled to receive it, the latter should have refused without
reason to accept it.
ART. 1589. If the person who contracted to do the work bound himself to furnish the materials, he shall bear the
loss in case of the destruction of the work before it is delivered, unless its acceptance has been delayed by the default
of the other party.
4
ART. 1560. The lessor shall not be liable for any act of mere disturbance of a third person of the use of the leased property; but the lessee shall have a direct action against
the trespasser.
It the third person, be it the Government or a private individual, has acted in reliance upon a right, such action shall not be deemed a mere act of disturbance.
19
DISPOSITIVE PORTION
WHEREFORE, the decision appealed from is modified in the sense that the appellant Manila Motor Company should pay to the
appellees Villaruel only the rents for the leased premises corresponding to the period from July up to November 1946, at the rate of
P350 a month, or a total of P1,750. Costs against appellees in both instances. So ordered.
DOCTRINE
Mora accipiendi – refusal to accept rents places lessors in default.
Such shall cause lessors to incur liability for supervening risk.
_________________________________________________________________________________________________________
Central Bank v CA
Makasiar, J.
Sulpicio Tolentino contracted a loan for 80,000php, mortgaging 100 hectares as collateral. Turns out Island Bank Savings is
insolvent and can only provide 17,000php of the 80,000php. Tolentino signed a promissory note to pay the partial release in 3 years
at 12% interest. They were unable to.
IMPORTANT PEOPLE
Sulpicio Tolentino
FACTS
1. Tolentino contracts a lone for 80,000 from Island Savings Bank
2. ISB partially releases 17,000
3. Tolentino signs promissory note to pay it all in 3 years at 12% interest
4. ISB is found to be insolvent and is prohibited by the monetary board of the central bank from conducting business in the
Philippines.
5. ISB files extrajudicial foreclosure of Tolentino’s land in view of his inability to settle his 17,000php loan
6. Sulpicio M. Tolentino filed a petition with the Court of First Instance of Agusan for injunction, specific performance or
rescission and damages with preliminary injunction in view of ISB’s inability to release the remaining 63,000php from the
original loan.
-Yes.
● He executed a promissory note to pay it within 3 years. He has not. Had he not executed the note, he would
not be liable.
● Should he be unable to pay, his land will be foreclosed. However, as the debt was not fully released, only a
proportional part of the land will be foreclosed.
● 17/80 = 21.25%
● 21.25% of 100 hectares = 21.25 hectares
DISPOSITIVE PORTION
WHEREFORE, THE DECISION OF THE COURT OF APPEALS DATED FEBRUARY 11, 1977 IS HEREBY MODIFIED, AND
1. SULPICIO M. TOLENTINO IS HEREBY ORDERED TO PAY IN FAVOR OF HEREIN PETITIONERS THE SUM OF P17.000.00, PLUS
P41,210.00 REPRESENTING 12% INTEREST PER ANNUM COVERING THE PERIOD FROM MAY 22, 1965 TO AUGUST 22, 1985, AND 12%
INTEREST ON THE TOTAL AMOUNT COUNTED FROM AUGUST 22, 1985 UNTIL PAID;
2. IN CASE SULPICIO M. TOLENTINO FAILS TO PAY, HIS REAL ESTATE MORTGAGE COVERING 21.25 HECTARES SHALL BE FORECLOSED
TO SATISFY HIS TOTAL INDEBTEDNESS; AND
3. THE REAL ESTATE MORTGAGE COVERING 78.75 HECTARES IS HEREBY DECLARED UNEN FORCEABLE AND IS HEREBY ORDERED
RELEASED IN FAVOR OF SULPICIO M. TOLENTINO.
DOCTRINE
Compensatio morae states that when two parties with reciprocal liabilities are in default, no liability will arise from either
party.
_________________________________________________________________________________________________________
Petitioner is being charged by Sandiganbayan for failing to secure the truck seized from Ancla by the BIR for failure to pay
taxes.
IMPORTANT PEOPLE
Telefast: petitioner/defendant-appellant
Ignacio Castro, Sr.: respondents/plaintiffs-appellees
FACTS
1. petition for review on certiorari on the decision of Intermediate Appellate Court
2. Sofia Crouch, daughter of Castro announced the death of her mother through telegram, which was accepted by defendant in
its Dagupan Office but the telegram never reached hence the funeral of the mother was not attended by Castro and the other
children who were all residing in the US
3. daughter only discovered that the telegram wasn't received so she and the plaintiffs brought action for damages; case was
filed in CFI Pangasinan
4. defense of defendant: technical and atmospheric factors beyond its control; but it did not advise Sofia
5. CFI Pangasinan ordered defendant to pay plaintiffs damages
6. petitioner appealed and the Intermediate Appellate Court affirmed the decision but modified the award of damages
7. compensatory damages to Sofia and exemplary damages were eliminated, and moral damages were reduced
21
8. petitioner appealed from the modified judgment of the appellate court contending that moral damages should be eliminated
since its negligent act was not motivated by fraud, malice or recklessness; it can only be held liable for the fees paid by Sofia
for the telegram
DISPOSITIVE PORTION
petition is denied and decision appealed from is modified
_________________________________________________________________________________________________________
This is an appeal of the defendant-appellant NARIC from the decision of the trial court that awarded to the plaintiffs-appellees the
amount of $286,000.00 as damages for breach of contract.
FACTS
1. On May 19, 1952, the plaintiff participated and won in the NARIC public bidding for the shipping of 20,000 metric tons
of Burmese rice.
2. Accordingly, on July 1, 1952, plaintiff-appellee Paz P. Arrieta and the appellant corporation entered into a Contract of
Sale of Rice, under the terms of which the former obligated herself to deliver to the latter 20,000 metric tons of Burmese
Rice at $203.00 per metric ton.
3. In turn, the defendant corporation committed itself to pay immediately "by means of an irrevocable, confirmed and
assignable letter of credit in U.S. currency.”
4. However, it was only on July 30, 1952, or a full month from the execution of the contract, that the defendant took the
first step to open a letter of credit.
a. Asked the Philippine National Bank to consider their request as a special case, considering that it does not have
enough capital deposited in the institution.
5. On the same day, Mrs. Arrieta advised the appellant corporation of the extreme necessity for the immediate opening of
the letter of credit because she had then made a tender to her supplier that was equivalent of 5% of the FOB price of
20,000 tons at $180.70.
a. This tender will be confiscated if the required letter of credit is not received prior to the deadline of August 4,
1952.
22
6. On August 4, 1952, the Philippine National Bank informed the appellant corporation that its application was approved
with the condition that marginal cash deposit be paid and that drafts are to be paid upon presentment. Furthermore,
the Bank represented that it "will hold your application in abeyance pending compliance with the above stated
requirement.”
7. However, the appellant corporation was not in any financial position to meet the condition.
a. In a letter dated August 2, 1952, the NARIC confessed to the appellee that it cannot meet the financial
requirement of 50% of the value of the letter amounting (around $1.8 million)
8. Thus, the credit instrument only opened on September 8, 1952, which is more than 2 months from the execution of the
contract. And because of this, the allocation of appellee's supplier in Rangoon was cancelled and the 5% deposit,
amounting to approximately P200,000.00 was forfeited.
9. The appellee sent a letter to the appellant, demanding compensation for the damages caused her in the sum of
$286,000.00, U.S. currency, representing unrealised profit. The demand having been rejected she instituted this case
now on appeal.
10. The trial court awarded to the plaintiffs-appellees the amount of $286,000.00 as damages for breach of contract and
dismissing the counterclaim and third party complaint of the defendant-appellant NARIC.
11. Hence this appeal
DISPOSITIVE PORTION
UPON ALL THE FOREGOING, the decision appealed from is hereby affirmed, with the sole modification that the award should be
converted into the Philippine peso at the rate of exchange prevailing at the time the obligation was incurred or on July 1, 1952 when
the contract was executed. The appellee insurance company, in the light of this judgment, is relieved of any liability under this suit.
No pronouncement as to costs.
23
DOCTRINE
Article 11 of the Civil Code which provides: “Those who in the performance of their obligation are guilty of fraud, negligence, or
delay, and those who in any manner contravene the tenor thereof, are liable in damages.”
Under this provision, not only debtors guilty of fraud, negligence or default in the performance of obligations a decreed liable; in
general, every debtor who fails in performance of his obligations is bound to indemnify for the losses and damages caused thereby.
The phrase "any manner contravene the tenor" of the obligation includes any illicit act which impairs the strict and faithful
fulfilment of the obligation or every kind or defective performance.
_________________________________________________________________________________________________________
Guerrero wanted to secure a contract with the US Navy to operate taxis in the area. His agent, Aligada researched and made
an arrangement with Magat in importing the required taximeter and radio receiver from the latter’s Japanese business contacts.
Magat agreed with the offer and ordered said equipment. Guerrero did not pay Magat so the latter did not release the equipment. US
Navy reprimanded Guerrero for not having the required equipment so he blamed Magat for the delay in delivery of the equipment,
in turn ruining Magat’s reputation. It turns out that Guerrero only used Magat to get the deal with US Navy. Magat filed a complaint.
Guerrero filed Motion to Dismiss. Hon. J. Medialdea dismissed the complaint filed by Magat for failing to state a cause of action. Hence
this petition.
IMPORTANT PEOPLE
Victorino D. Magat, petitioner/plaintiff
Judge Leo D. Medialdea, respondent
Santiago A. Guerrero, respondent/ defendant
Isidro Q. Aligada
FACTS
1. September 1972, Guerrero entered into a contract with the U.S. Navy Exchange, Subic Bay, Philippines, for the operation
of a fleet of taxicabs, each taxicab to be provided with the necessary taximeter and a radio transceiver for receiving and
sending of messages from mobile taxicab to fixed base stations within the Naval Base at Subic Bay, Philippines.
2. Isidro Q. Aligada, acting as agent of Guerrero conducted the necessary project studies on how best the defendant may meet
the requirements of his contract with the U.S. Navy Exchange, Subic Bay, Philippine.
- Magat is experienced in the business, has connections and goodwill which was already established with the Naval
personnel of Subic Bay, Philippines, especially in providing the U.S. Navy with needed materials or goods on time as
specified by the U.S. Navy, be they of local origin or imported either from the United States or from Japan.
- Aligada approached Magat in behalf of the defendant and proposed to import from Japan thru the latter or the
latter’s Japanese business associates, all taximeters and radio transceivers needed by the defendant in connection
with his contract with the U.S. Navy, Subic Bay, Philippines.
3. Guerrero and Aligada were able to import from Japan with the assistance of the Magat and his Japanese business associates
the necessary taximeters for defendant's taxicabs in partial fulfillment of defendant's commitments with the U.S. Navy
Exchange, Subic Bay, Philippines, the plaintiff's assistance in this matter having been given to Guerrero for free.
4. Aligada, also acting as agent of Guerrero, made representations with the Magat to the effect that Guerrero desired to
procure from Japan thru Magat the needed radio transceiver. Aligada secured a firm offer in writing dated September 25,
1972, wherein Magat quoted in his offer a total price of $77,620.59 [U.S. dollars] FOB Yokohama, the goods or articles
therein offered for sale by Magat to the Guerrero to be delivered 60-90 days after receipt of advice from the defendant of
the radio frequency assigned to the defendant by the proper authorities.
24
5. Magat received notice of the fact that Guerrero accepted the former's offer to sell to the defendant the items, as well as
the terms and conditions of said offer, as shown by the signed conformity of the defendant appearing on Annex 'A' which
was duly delivered by the Guerrero's agent to Gonzales, whereupon all that the plaintiff had to do in the meantime was to
await advice from the defendant as to the radio frequency to be assigned by the proper authorities to the defendant.
6. Believing that the Guerrero would faithfully fulfill his contract, considering his signed conformity as well as the letter dated
October 4, 1972, of his agent aforementioned, and in order that plaintiff's promised delivery would not be delayed, Magat
took steps to advise the Japanese entity entrusted with the manufacture of the items listed to the effect that the
contract between the defendant herein and the plaintiff has been perfected and that advice with regards to radio
frequency would follow as soon as same is received by the plaintiff from the defendant.
7. In his letter dated October 6, 1972, Guerrero advised his aforementioned agent to the effect that the U.S. Navy provided
him with the radio frequency of 34.2 MHZ [Megahertz] and defendant requested his said agent to proceed with his order
placed with the plaintiff herein, which fact was duly communicated to the plaintiff by the defendant's aforementioned
agent.
8. By his letter dated October 7, 1972, addressed to Magat by Guerrero's agent, defendant's agent qualified defendant's
instructions contained in his letter of October 6 in the sense that plaintiff herein should proceed to fulfill defendant's
order only upon receipt by the plaintiff of the defendant's letter of credit;
9. Since it is a normal business practice in cases of foreign importation that the buyer opens a letter of credit in favor of the
foreign supplier before delivery of the goods sold, the plaintiff herein awaited the opening of such a letter of credit by the
defendant.
10. Guerrero and his agent have repeatedly assured plaintiff herein of the defendant's financial capabilities to pay for the goods
ordered by him and in fact he accomplished the necessary application for a letter of credit with his banker, but he
subsequently instructed his banker not to give due course to his application for a letter of credit and that for reasons
only known to the defendant, he fails and refuses to open the necessary letter of credit to cover payment of the goods
ordered by him.
11. Magat learned that Guerrero has been operating his taxicabs without the required radio transceivers and when the U.S.
Navy Authorities of Subic Bay, Philippines, were pressing defendant for compliance with his commitments with respect to
the installations of radio transceivers on his taxicabs, he impliedly laid the blame for the delay upon Magat, thus
destroying the reputation of the plaintiff herein with the said Naval Authorities of Subic Bay, Philippines, with whom
plaintiff herein transacts business.
12. March 27, 1973, Magat wrote a letter thru his counsel, to ascertain from the defendant as to whether it is his intention to
fulfill his part of the agreement with the plaintiff herein or whether he desired to have the contract between them
definitely cancelled, but defendant did not even have the courtesy to answer plaintiff's demand.
13. Guerrero entered into a contract with the plaintiff herein without the least intention of faithfully complying with his
obligation is thereunder, but he did so only in order to obtain the concession from the U.S. Navy Exchange, Subic Bay,
Philippines, of operating a fleet of taxicabs inside the U.S. Naval Base to his financial benefit and at the expense and
prejudice of third parties such as the plaintiff herein.
14. In view of the defendant's failure to fulfill his contractual obligations with the plaintiff herein, the plaintiff will suffer the
following damages:
[a] P523,938.98- Magat will have to pay for the radio transceivers he ordered which are now in the hands of the
plaintiff's Japanese representative.
[b] P 52,393.89 or 10% of the purchase price by way of loss of expected profits from the transaction or contract
between plaintiff and the defendant.
[c] P200,000.00; Loss of confidence in him and goodwill of the plaintiff which will result in the impairment of his
business dealings with Japanese firms, thereby resulting also in loss of possible profits in the future.
[d] P200,000.00 as moral and exemplary damages;
25
15. Guerrero filed a motion to dismiss said complaint for lack of cause of action,that “it is clear that plaintiff was merely
anticipating his loss or damage which might result from the alleged failure of defendant to comply with the terms of the
alleged contract”.
16. The respondent judge, over petitioner's opposition, issued a minute order dismissing the complaint.
Upon breach of the contract by either of them, the other would necessarily suffer loss of his expected profits. Since the loss comes
into being at the very moment of breach, such loss is real, "fixed and vested" and, therefore, recoverable under the law.
Complaint sufficiently alleges bad faith on the part of the defendant. The applicable legal provisions on the matter, Articles 2220
and 2232 of the Civil Code, allow the award of such damages in breaches of contract where the defendant acted in bad faith.
DISPOSITIVE PORTION
Questioned order of dismissal is hereby set aside and the case ordered remanded to the court of origin for further
proceedings.
From Article 1170 of the Civil Code, The phrase "in any manner contravene the tenor" of the obligation includes any ilicit act or
omission which impairs the strict and faithful fulfillment of the obligation and every kind of defective performance.
The damages which the obligor is liable for includes not only the value of the loss suffered by the oblige but also the profits which
the latter failed to obtain. If the obligor acted in good faith, he shall be liable for those damages that are the natural and probable
consequences of the breach of the obligation and which the parties have foreseen or could have reasonably foreseen at the time the
obligation was constituted; and in case of fraud, bad faith, malice or wanton attitude, he shall be liable for all damages which may be
reasonably attributed to the non-performance of the obligation.
_________________________________________________________________________________________________________
CONTRAVENTION OF TENOR
32 SCRA 547 (1970)
Chaves v. Gonzales
26
REYES, J.B.L., J.
Chaves brought his typewriter to Gonzales for repair. The latter did not do his job for a span of time and only kept on buying time.
Chaves got impatient and asked to get the typewriter back. He received it in “shambles” with some pieces missing. He got it repaired
at the cost of P58.75. CFI of Manila ordered Gozales to pay Chaves Php31.10, the amount of the missing parts. Chaves appeals since
he believes he should be paid for the repair expenses, the amount of the missing parts as well as the damages. SC held that Chaves
should receive Php 89.85, with interest at the legal rate from the filing of the complaint.
IMPORTANT PEOPLE
Rosendo O. Chaves, plaintiff-appellant
Fructuoso Gonzales, defendant-appellee
FACTS
1. Chaves delivered to the Gonzales a portable typewriter for routine cleaning and servicing”.
2. Gonzales was not able to finish the job after some time despite repeated reminders made by the plaintiff; that the
“defendant merely gave assurances, but failed to comply with the same”.
3. “After getting exasperated with the delay of the repair of the typewriter”, Chaves went to the house of the defendant and
asked for its return. It was returned in “shambles” and with missing parts worth P31.10.
4. The repair of the typewriter costs P58.75.
5. Chaves filed a complaint. CFI Manila ordered Gonzales to pay P31.10 for the missing parts.
- For such contravention, as appellant contends, he is liable under Article 1167 of the Civil Code for the cost of executing the
obligation in a proper manner. The cost of the execution of the obligation in this case should be the cost of the labor or service
expended in.
DISPOSITIVE PORTION
Defendant-appellee is ordered to pay Php 89.85, with interest at the legal rate from the filing of the complaint.
Article 1173. “the fault or negligence of the obligor consists in the omission of that diligence which is required by the nature of
the obligation and corresponds with the circumstances of the persons, of the time and of the place.
If the law or contract does not state the diligence which is to be observed in the performance, that which is expected of a
good father of a family shall be required.
_________________________________________________________________________________________________________
Petitioner entered into a contract to construct a windmill for private respondent. Subject windmill was destroyed by a “strong wind”.
Court demands petitioner to reconstruct windmill.
Imoportant People
Jacinto Tanguilig- owner JMT Eng’g and General Merchandise(pet)
Vicente Herce Jr- availed services of JMT, (resp)
FACTS
1. Parties entered into a contract to build windmill. Tanguilig offered to construct in consideration of P60,000 from Herce Jr.
Contract came with a 1 year guaranty;
2. Herce Jr tendered dp 30k, and another installment of 15k. Balance 15k was not paid;
3. Tanguilig filed a complaint to collect the unpaid sum of 15k from Herce Jr;
4. In his answer, Herce Jr alleges he already paid said sum to certain Mr. Pili owner of SPGMI in consideration of a deep well
constructed as a part of the windmill project. He claims therefore that he has fulfilled his obligation and that in any case his
nonpayment of the balance should be offset by the defects of the windmill which lead it to collapse after a strong wind struck their
place
5. RTC ruled in favor of pet by finding no agreement between Tanguilig and Herce Jr to construct a well, that it was not part of
their contract contrary to Mr Pili’s claim that he was commissioned by pet. It also found no clear and convincing proof that the windmill
fell down due to a defect in its construction;
6. CA reversed, finding the deep well was included in the contract to build the mill and that there can be no finding of force
majeure that could free Tanguilig from his liability to reconstruct;
7. Tangulig finds error in the CA’s reversal
impossible for the debtor to fulfill his obligation in a normal manner; and, (d) the debtor must be free from any participation in or
aggravation of the injury to the creditor.
Destruction of the windmill was not solely due to a fortuitous event;
Pet’s reason of a “strong wind” hitting the place cannot be considered as a fortuitous event in this case, as when windmill’s are
constructed normally and necessarily in these places, else it will not run;
The Court agrees with the appellate tribunal that “ given the newly constructed windmill system, the same could not have collapsed
had there been no inherent defect in it which could only be attributed” to Tanguilig
o Likewise, petitioner’s claim that it is Herce Jr that should bear the damage as he is in delay in his payment of the 15k balance, is
untenable.
o Herce Jr could not be in delay when it was Tanguilig who was not ready to comply with his obligation in a proper manner (1169),
the windmill having collapsed.
o The Court demands reconstruction of the windmill in favor of Herce Jr
o Art. 1167. If a person obliged to do something fails to do it, the same shall be executed at his cost.
This same rule shall be observed if he does it in contravention of the tenor of the obligation. Furthermore, it may be decreed that
what has been poorly done be undone. (1098)
FALLO
WHEREFORE, the appealed decision is MODIFIED. Respondent VICENTE HERCE JR. is directed to pay petitioner JACINTO M. TANGUILIG
the balance of P15,000.00 with interest at the legal rate from the date of the filing of the complaint. In return, petitioner is ordered to
"reconstruct subject defective windmill system, in accordance with the one-year guaranty and to complete the same within three (3)
months from the finality of this decision.
Cheng owns a vessel which sank so he was made liable to pay for the value of the cargo insured by Philam. The lower court ruled in
favor of Philam but even before the judgment was rendered, Cheng already donated all his properties to his children. So when the
sheriff was about to execute the writ, there were no more properties available for execution. Philam then filed a petition to rescind
(accion pauliana) the deed of donations which were intended to defraud creditors. Cheng raised the defense that the period to rescind
already prescribed but the Court held otherwise. Judgment of CA affirmed in favor of Philam.
IMPORTANT PEOPLE:
29
FACTS
1. Cheng is the owner of Butuan Shipping Lines, one of his vessels is M/V Prince Eric which sank on Oct 1985.
2. On board was the cargo (copra) of Phil. Agri. Trading Corp covered by a marine insurance poly issued by American Home.
3. American Home paid 354,000 to the policy holder and filed a case with the RTC to recover the money paid on the ground of breach
of contract of carriage.
4. While the case was pending, (December 1989) Cheng transferred his lands by way of donation to his children.
5. Judgment was rendered on Dec. 1993 in favor of respondent Philam (na). But sheriff found no property under the name of Butuan
Shipping Lines and/or petitioner Khe Hong Cheng to levy
6. On Jan 1997, the sheriff together with counsel of Philam went to Butuan and discovered the conveyance of properties to his children.
7. Philam filed a complaint on February 1997 for rescission of the deeds of donation executed by Cheng.
8. Cheng raised the defense that the action for rescission already prescribed on December 1993 four years after registration under
Article 1389 of the Civil Code provides that, “The action to claim rescission must be commenced within four years.”
Action should be counted from registration because under Section 52 of Presidential Decree No. 1529, registration is constructive
notice to all persons.
HOLDING:
- Article 1389 is silent as to when the prescriptive period would commence, the general rule is from the moment the cause of
action accrues – from Jan 1997 (not December 1989)
- Article 1150 of the Civil Code is particularly instructive: Art. 1150. The time for prescription for all kinds of actions, when there
is no special provision which ordains otherwise, shall be counted from the day they may be brought.
5) That the third person who received the property conveyed, if by onerous title, has been an accomplice in the fraud.
- To count the four year prescriptive period to rescind an allegedly fraudulent contract from the date of registration of the
conveyance with the Register of Deeds, as alleged by the petitioners, would run counter to Article 1383 of the Civil Code and the third
requisite to file an action for rescission of an allegedly fraudulent conveyance of property, i.e., the creditor has no other legal remedy
to satisfy his claim.
The date of the decision of the trial court is immaterial. What is important is that the credit of the plaintiff antedates that of the
fraudulent alienation by the debtor of his property. After all, the decision of the trial court against the debtor will retroact to the time
when the debtor became indebted to the creditor.
Even if respondent Philam was aware, as of December 27, 1989, that petitioner Khe Hong Cheng had executed the deeds of donation
in favor of his children, the complaint against Butuan Shipping Lines and/or petitioner Khe Hong Cheng was still pending before the
trial court. Respondent Philam had no inkling of the Court’s decision. Had respondent Philam filed his complaint on December 27,
1989, such complaint would have been dismissed for being premature. Not only were all other legal remedies for the enforcement of
respondent Philam’s claims not yet exhausted at the time the deeds of donation were executed and registered. Respondent Philam
would also not have been able to prove then that petitioner Khe Hong Chneg had no more property other than those covered by the
subject deeds to satisfy a favorable judgment by the trial court.
As mentioned earlier, respondent Philam only learned about the unlawful conveyances made by petitioner Khe Hong Cheng in January
1997 when its counsel accompanied the sheriff to Butuan City to attach the properties of petitioner Khe Hong Cheng. There they found
that he no longer had any properties in his name. It was only then that respondent Philam's action for rescission of the deeds of
donation accrued because then it could be said that respondent Philam had exhausted all legal means to satisfy the trial court's
judgment in its favor. Since respondent Philam filed its complaint for accion pauliana against petitioners on February 25, 1997, barely
a month from its discovery that petitioner Khe Hong Cheng had no other property to satisfy the judgment award against him, its action
for rescission of the subject deeds clearly had not yet prescribed.
_________________________________________________________________________________________________________
Accion Pauliana
G.R. No. 134685L-58652
Siguan v Lim
Davide, Jr
Petitioner Siguan files an accion pauliana against the Lims rescinding the Deed of Donation Rosa Lim executed to transfer
parcels of land in favor of her children. However, the accion pauliana does not prosper because it lacks the proper requisites mainly
due to the reason that the property has been alienated a year prior to Siguan becoming Lim’s creditor.
IMPORTANT PEOPLE
Maria Antonia Siguan, petitioner;
Rosa Lim (LIM), Linde, Ingrid, and Neil Lim (LIM’s children), respondents.
FACTS
31
1. August 25 & 26, 1990 - LIM issued two Metrobank checks in the sums of P300,000 and P241,668, respectively, payable to cash.
a. Upon presentment by petitioner with the drawee bank, the checks were dishonored for the reason account closed. Demands to
make good the checks proved futile.
2. As a consequence, criminal cases for violation of BP Blg. 22 were filed by petitioner against LIM in RTC Cebu City. In its
a. Decision convicted LIM as charged; the case is pending before the Court for review
3. 31 July 1990 – LIM was convicted of estafa by the RTC Quezon City by a certain Victoria Suarez.
a. This decision was affirmed by the Court of Appeals
b. On appeal, the Court acquitted LIM but held her civilly liable in the amount of P169,000, as actual damages, plus legal interest.
4. 2 July 1991, a Deed of Donation conveying the parcels of land and purportedly executed by LIM on 10 August 1989 in favor of
her children was registered with the Office of the Register of Deeds of Cebu City
a. 2 parcels in Barrio Lahug, Cebu City and another 2 parcels in Cebu City (unspecified)
b. New transfer certificates of title were thereafter issued in the names of the donees
5. 23 June 1993 – petitioner filed an accion pauliana against LIM and her children before Branch 18 of the RTC of Cebu City to 1)
rescind the questioned Deed of Donation and to 2) declare as null and void the new transfer certificates of title issued for the lots
covered by the questioned Deed
8. RTC decision:
a. ordered the rescission of the questioned deed of donation
b. declared null and void the transfer certificates of title issued in the names of private respondents Linde, Ingrid and Neil Lim
c. ordered the Register of Deeds of Cebu City to cancel said titles and to reinstate the previous titles in the name of Rosa Lim
d. directed the LIMs to pay the petitioner, jointly and severally, the sum of P10,000 as moral damages; P10,000 as attorneys fees;
and P5,000 as expenses of litigation.
9. Court of Appeals decision reversed the RTC decision and dismissed petitioners accion pauliana
a. 2 requisites for filing an accion pauliana were absent:
there must be a credit existing prior to the celebration of the contract
there must be a fraud (or intention to commit) to the prejudice of the creditor seeking the rescission
b. Also, the Deed of Donation (notarized) appears to have been executed on 10 August 1989
Under Section 23 of Rule 132, ROC: the Deed, being a public document, is evidence of the fact which gave rise to its execution
and of the date
No antedating of the Deed of Donation was made → no convincing evidence
LIM’s indebtedness to petitioner was incurred in August 1990 (1 year after the execution of the Deed) → the first requirement
for accion pauliana not met
c. Claim of “fraud of creditors” is untenable because fraud must prejudice the creditor seeking the rescission (Victoria Suarez, not
petitioner, became LIM’s creditor on 8 October 1987)
32
b. CA incorrectly applied Section 23, Rule 132 ROC; provision should be read with Section 30→provides that notarial documents are
prima facie evidence of their execution, not of the facts which gave rise to their execution and of the date of the latter
c. CA overlooked Article 759, NCC → “The donation is always presumed to be in fraud of creditors when at the time of the execution
thereof the donor did not reserve sufficient property to pay his debts prior to the donation.” → LIM made no reservation of sufficient
property to pay her creditors prior to the execution of the Deed of Donation
I. W/N Deed of Donation was made in fraud of petitioner and, therefore, rescissible - NO
Under Art. 1381 → those undertaken in fraud of creditors when the latter cannot in any other manner collect the claims due them →
rescissible contracts
Petitioner failed to adduce evidence that LIM does not have sufficient property to pay her debts (Art 759); her other
properties include:
- Parcel of land in Mandaue City
- Parcel of land in Talisay, Cebu
- 2 parcels of land in St. Bernard, Southern Leyte
Petitioner also failed to prove that her case fall as any circumstance the Court has laid down as evidencing fraud
Victoria Suarez cannot be considered a party in this case because it was Siguan (petitioner) who was moving for rescission
II. W/N the awards of damages, attorneys fees and expenses of litigation are proper - NO
Court found no factual/legal basis for such in the record.
Trial court made awards without stating justification.
DISPOSITIVE PORTION
WHEREFORE, the petition is hereby DISMISSED and the challenged decision of the Court of Appeals in CA-G.R. CV. No. 50091 is
AFFIRMED in toto.
_________________________________________________________________________________________________________
An earthquake caused PBA’s building to partially collapse. PBA sought recovery for damages from UCI and Nakpil. The Court ruled that
both UCI and Nakpil are liable for damages despite the fortuitous event due to their concurrent negligence resulting to defects in
construction and in the plans and specifications.
IMPORTANT PEOPLE
Philippine Bar Association (PBA) – plaintiff, owner of building
Juan F. Nakpil & Sons (Nakpil) – prepared the plans, specifications (architects)
The United Construction Co., Inc. (UCI) – construction company
FACTS
1. PBA decided to construct an office building and sought the services of UCI and Nakpil.
2. Aug. 2,1968 – an earthquake hit Manila and the building sustained major damage.
3. PBA filed for recovery of damages against UCI, alleging that the partial collapse was due to defects in construction.
4. UCI filed a complaint against architects Nakpil, alleging the collapse to be due to defects in the plans and specifications.
5. Technical issues were referred to Commissioner Hizon whose findings stated that while the damage sustained was caused
directly by the August 2, 1968 earthquake, they were also caused by the defects in the plans prepared by Nakpil and deviations from
said plans by UCI and even the owners to exercise the requisite degree of supervision in the construction of subject building.
6. Trial Court agreed with the findings (except regarding the owner) and ruled in favor of PBA.
7. Defendants claim that the damages were due to the earthquake, which was an act of God, and therefore they should not be
liable.
· The general rule is that no person shall be responsible for events which could not be foreseen or which though foreseen, were
inevitable (Article 1174, New Civil Code).
· An act of God has been defined as an accident, due directly and exclusively to natural causes without human intervention, which
by no amount of foresight, pains or care, reasonably to have been expected, could have been prevented. (1 Corpus Juris 1174). The
earthquake of August 2, 1968 is a fortuitous event.
· To exempt the obligor from liability under Article 1174 of the Civil Code, the following must concur:
(a) the cause of the breach of the obligation must be independent of the will of the debtor;
(b) the event must be either unforseeable or unavoidable;
(c) the event must be such as to render it impossible for the debtor to fulfill his obligation in a normal
manner; and
(d) the debtor must be free from any participation in, or aggravation of the injury to the creditor.
· Thus, if upon the happening of a fortuitous event, there concurs a corresponding fraud, negligence, delay or violation or
contravention in any manner of the tenor of the obligation which results in loss or damage, the obligor cannot escape liability.
· The negligence of UCI and Nakpil was established beyond dispute both in the lower court and in the CA. UCI was found to have
made substantial deviations from the plans and specifications and to have failed to observe the requisite workmanship in the
construction as well as to exercise the requisite degree of supervision; while Nakpil were found to have inadequacies or defects in
the plans and specifications prepared by them. The defects in the construction and in the plans and specifications were the
proximate causes that rendered the PBA building unable to withstand the earthquake of August 2, 1968. (CA also affirmed the
observation that buildings situated in the same area withstood the earthquake.) For this reason the defendants cannot claim
exemption from liability.
DISPOSITIVE PORTION
Decision appealed from is hereby MODIFIED. Court imposes upon defendants indemnity in favor of PBA of P5,000,000.00 to cover all
damages occasioned by the loss of the building and an additional P100,000.00 for attorney's fees.
DOCTRINE
When the negligence of a person concurs with an act of God in producing a loss, such person is not exempt from liability by showing
that the immediate cause of the damage was the act of God. To be exempt from liability for loss because of an act of God, he must be
free from any previous negligence or misconduct by which that loss or damage may have been occasioned.
_________________________________________________________________________________________________________
Appeal from a decision of the CFI of Manila adjudging the defendant-appellant, Luzon Stevedoring Corporation, liable in damages to
the plaintiff-appellee Republic of the Philippines.
IMPORTANT PEOPLE
Republic of the Philippines
Luzon Stevedoring Corporation (LSC)
FACTS
8. A barge owned by the LSC rammed against one of the wooden piles of the Nagtahan bridge, smashing the posts and causing
the bridge to list.
9. There was a heavy downpour the previous days, causing the river to swell and making the currents swift.
10. LSC disclaimed liability on the grounds that:
- It had exercised due diligence in the selection and supervision of its employees
35
DISPOSITIVE PORTION
WHEREFORE, finding no error in the decision of the lower Court appealed from, the same is hereby affirmed. Costs against the
defendant-appellant.
DOCTRINE
Caso fortuito or force majeure are extraordinary events not foreseeable or avoidable, "events that could not be foreseen, or which,
though foreseen, were inevitable." (Art. 1174, Civil Code)
RELEVANCE TO THE LESSON
For an event to be considered a fortuitous event, it is not enough that the event should not have been foreseen or anticipated, but it
must be one impossible to foresee or to avoid.
_________________________________________________________________________________________________________
Plaintiff’s windshield was broken by a rock thrown by a passing boy. He files a suit for damages against defendant, who was only riding
in the car with him when it happened (wtf). The SC denies the petition, saying that defendant isn’t liable for the broken windshield.
IMPORTANT PEOPLE
Atty. Pedro Dioquino – plaintiff
36
FACTS
1. Plaintiff went to the MVO (old name for LTO?) of Masbate to get his car registered. There he met defendant, who was on his way
to the office of the Prov. Commander of the Phil. Constabulary (PC barracks).
2. Plaintiff asked defendant to introduce him to a clerk in the MVO who could help with his registration, and defendant graciously
attended to him. In return for the favor, plaintiff let defendant ride in his car to the PC barracks.
3. While on their way to the PC barracks, plaintiff’s car was stoned by mischievous boys, who broke the windshield. Defendant chased
and caught one of them, and they took him to the PC barracks.
4. The boy’s father was called, but no satisfactory arrangements were made about the damage to the windshield. Defendant refused
to press charges against the boy because he thought the stone-throwing was accidental.
5. Plaintiff tried to make defendant pay for the damage himself (wtf), and defendant refused. Plaintiff filed a suit for damages against
defendant, his wife, and his father, and the lower court held defendant liable.
· Defendant now appeals, not only wanting to be absolved from liability but also seeking damages from plaintiff for also filing
charges against his wife and his father (wtf).
DISPOSITIVE PORTION
Lower court decision reversed. Cases against defendant, his wife and his father are dismissed, but no moral damages shall be
awarded to them.
DOCTRINE
Art. 1174:
Except in cases expressly specified by the law, or when it is otherwise declared by stipulation, or when the nature of the obligation
requires the assumption of risk, no person shall be responsible for those events which could not be, foreseen, or which, though
foreseen were inevitable.
_________________________________________________________________________________________________________
DOCTRINE:
It is NOT necessary that there be prior criminal conviction for robbery before the loss of the article shall exempt the consignee from
liability for such loss.
37
FACTS:
1. Guillermo Austria entered into a contract of agency to Maria Abad a 4500-peso necklace.
2. Necklace was consigned to Abad either to be sold on commission or to be returned on demand.
3. Abad was allegedly robbed of necklace.
4. RTC: Abad is liable for necklace.
5. CA: reversed RTC.
ISSUES:
1. WON Abad is absolved of liability due to fortuitous event.
2. WON Abad is guilty of contributory negligence.
PROVISION:
ART. 1174. Except in cases expressly specified by law, or when it is otherwise declared by stipulation, or when the nature of the
obligation requires the assumption of risk, no person shall be responsible for those events which could not be foreseen, or which,
though foreseen, were inevitable.
ART. 1170. Those who in the performance of their obligations are guilty of fraud, negligence, or delay, and those who in any manner
contravene the tenor thereof, are liable for damages.
RULING + RATIO:
1. YES. Defendant is absolved due to the robbery being a fortuitous event.
PET says: CA erred in ruling that there was robbery. For robbery to fall as fortuitous event there ought to be conviction in criminal
case.
SC: No. Civil case = lower standard of evidence. Acquittal in a criminal case does not mean that the robbery did not happen. It may
mean that the accused may have not done the robbery, but that that the robbery still happened.
- PET says: Abad is guilty of negligence because she was walking alone but carrying a large sum of money and the risk of
getting robbed was foreseeable and may have been avoided.
- SC: That may be true now, but robbery happened 10 years ago, where the crime rate was not as high as it is nowadays.
ECI was tasked with a construction project for NAWASA. Due to a strong typhoon, NPC had open the spillway gates of Angat Dam
which was near the project site. This damaged and destroyed the equipment and facilities of ECI. Court reduced the award of
damages due to ECI but found NPC to be negligent and liable despite thepresence of an act of God.
38
FACTS
1. Consolidated petitions seeking to set aside the decision of the CA, declaring NPC liable for damages against Engineering
Construction Inc. (ECI)
2. August 4, 1964 — ECI executed a contract in Manila with National Waterworks and Sewerage Authority (NAWASA) where it would
furnish all tools, labor, equipment and materials and construct the 2nd Ipo-Bicti Tunnel and the necessary structures within 800
calendar days
3. ECI finished the tunnel excavation phase by September 1967 but in November of that year, typhoon “Welming” struck causing the
water levels of NPC’s Angat dam (which was near the project site) to rise up to dangerous levels. Because of this, they opened the
spillway gates and caused ECI’s materials and supplies as well as camp facilities and some permanent structures to be destroyed
4. CA found NPC liable due to the negligent manner with which they let the spillway gates be opened, allowing an “extraordinary
large volume of water” out when they should have opened them gradually before the climax (??) of the storm. Note that
NPC knew the typhoon was coming
5. Damages awarded equalled P675,785.31 but this was reduced by the court
(a) P213,200 was for the rentals of a crane for 1 year to temporarily replace the one that was destroyed but it appears that they
were able to buy another crane which, if the contract of sale was adhered to, arrived in a month. So the temporary replacement was
probably only rented for that time for a total cost of P19,200.
(b) P120,000 was supposed to be given to ECI for finishing the project a month early (within the 800 days) but the court rejected the
award of this because the incident occurred after 1170 days
(c) Exemplary damages were also eliminated because there was no bad faith on the part of NPC
• The P120k supposedly lost for failing to earn the one month bonus from NAWASA cannot be granted because the damage
was incurred long after the deadline to finish construction. They wouldn’t have earned it anyway.
• Additionally, the court was right in ruling that there was no bad faith on the part of NPC and the deletion of exemplary
damages is justified
DISPOSITIVE PORTION
Wherefore, the petitions in G.R. No. 47379 and G.R. No. 47481 are both
DISMISSED for LACK OF MERIT. The decision appealed from is AFFIRMED.
DOCTRINE
One cannot escape liability on the basis of force majeure (act of God) if the
proximate cause of the damage caused is their fraudulence, negligence, delay, or
violation or contravention in any manner of the tenor of the obligation. The damage
caused must be exclusively due to the act of God
_________________________________________________________________________________________________________
Fortuitous Event: Effects of Concurrent Fault
G.R. No. 113003
Yobido v. CA
Romero, J.
In this petition for review on certiorari of the decision of the Court of Appeals, the issue is whether or not the explosion of a newly
installed tire of a passenger vehicle is a fortuitous event that exempts the carrier from liability for the death of a passenger.
IMPORTANT PEOPLE
Yobido Bus Lines
Leny, Ardee, and Jasmin Tumboy
FACTS
April 26, 1988: Spouses Tito and Leny Tumboy and their minor children named Ardee and Jasmin, boarded at Mangagoy, Surigao del
Sur, a Yobido Liner bus bound for Davao City. Along Picop Road in Km. 17, Sta. Maria, Agusan del Sur, the left front tire of the bus
exploded. The bus fell into a ravine around three (3) feet from the road and struck a tree. The incident resulted in the death of 28-
year-old Tito Tumboy and physical injuries to other passengers.
November 21, 1988: A complaint for breach of contract of carriage, damages and attorney’s fees was filed by Leny and her children
against Alberta Yobido, the owner of the bus, and Cresencio Yobido, its driver, before the Regional Trial Court of Davao City. When
the defendants therein filed their answer to the complaint, they raised the defense of fortuitous event.
The plaintiffs asserted that violation of the contract of carriage between them and the defendants was brought about by the driver’s
failure to exercise the diligence required of the carrier in transporting passengers safely to their place of destination. According to
Leny Tumboy, the bus left Mangagoy at 3:00 o’clock in the afternoon. The winding road it traversed was not cemented and was wet
due to the rain; it was rough with crushed rocks. The bus which was full of passengers had cargoes on top. Since it was running fast,
she cautioned the driver to slow down but he merely stared at her through the mirror. At around 3:30 p.m., in Trento, she heard
something explode and immediately, the bus fell into a ravine.
The RTC dismissed the complaint. CA set aside the judgment of the RTC and entered ordering defendants to pay plaintiffs the sum of
P50,000.00 for the death of Tito Tumboy, P30,000.00 in moral damages, and P7,000.00 for funeral and burial expenses.
- When a passenger is injured or dies while travelling, the law presumes that the common carrier is negligent.
- In culpa contractual, once a passenger dies or is injured, the carrier is presumed to have been at fault or to have acted
negligently. This disputable presumption may only be overcome by evidence that the carrier had observed extraordinary diligence
as prescribed by Articles 1733, 1755 and 1756 of the Civil Code or that the death or injury of the passenger was due to a fortuitous
event.
- A fortuitous event is possessed of the following characteristics: (a) the cause of the unforeseen and unexpected occurrence,
or the failure of the debtor to comply with his obligations, must be independent of human will; (b) it must be impossible to foresee
the event which constitutes the caso fortuito, or if it can be foreseen, it must be impossible to avoid; (c) the occurrence must be such
as to render it impossible for the debtor to fulfill his obligation in a normal manner; and (d) the obligor must be free from any
participation in the aggravation of the injury resulting to the creditor.
o The explosion of the new tire may not be considered a fortuitous event. There are human factors involved in the situation. The
fact that the tire was new did not imply that it was entirely free from manufacturing defects or that it was properly mounted on the
vehicle. Neither may the fact that the tire bought and used in the vehicle is of a brand name noted for quality, resulting in the
conclusion that it could not explode within five days’ use. Be that as it may, it is settled that an accident caused either by defects in
the automobile or through the negligence of its driver is not a caso fortuito that would exempt the carrier from liability for damages.
o A common carrier may not be absolved from liability in case of force majeure or fortuitous event alone. The common carrier
must still prove that it was not negligent in causing the death or injury resulting from an accident.
2. Whether or not the CA misapprehended facts and, therefore, its findings of fact cannot be considered final which shall bind
the Court
- Petitioners proved through the bus conductor, Salce, that the bus was running at 60-50 kilometers per hour only or within
the prescribed lawful speed limit. However, they failed to rebut the testimony of Leny Tumboy that the bus was running so fast that
she cautioned the driver to slow down. These contradictory facts must, therefore, be resolved in favor of liability in view of the
presumption of negligence of the carrier in the law. Coupled with this is the established condition of the road rough, winding and
wet due to the rain.
- It was incumbent upon the defense to establish that it took precautionary measures considering partially dangerous
condition of the road. Proof that the tire was new and of good quality is not sufficient proof that it was not negligent. Petitioners
should have shown that it undertook extraordinary diligence in the care of its carrier, such as conducting daily routinary check-ups of
the vehicles parts.
DISPOSITIVE PORTION
WHEREFORE, the Decision of the Court of Appeals is hereby AFFIRMED subject to the modification that petitioners shall, in addition
to the monetary awards therein, be liable for the award of exemplary damages in the amount of P20,000.00. Costs against petitioners.
DOCTRINE
Presumption of Negligence
When a passenger is injured or dies while travelling, the law presumes that the common carrier is negligent. This disputable
presumption may only be overcome by evidence that the carrier had observed extraordinary diligence
_________________________________________________________________________________________________________
Effect of Concurrent Fault
41
GR 81100-01
Bacolod-Murica Milling Co vs CA
J. Paras
A sugarcane farmer sues BMMC for not collecting his cane on time. But BMMC attributes this to the expiry of one of their
RoW in Angeles Estate, making it unable to use its railway system to ship the cane. BMMC likens the incident to force majeure, thus it
claims that it is not liable for the losses.
NOTE: Naging issue din ang breach of contract. Hindi ko na siya sinali kasi hindi siya part ng lesson.
IMPORTANT PEOPLE
Alonso Gatuslao – sugarcane planter
BMMC – Owner and operator of the sugar central in Bacolod
FACTS
1. BMMC is the owner and operator of the sugar central in Bacolod City. Gatuslao is a registered planter of the Bacolod
Murica Mill District.
2. On May 24, 1957 BMMC and Gatuslao executed a “Extension and Modification of Milling Contract”. Since crop year 1957-
1958 up to crop year 1967-1968, Gatuslao has been milling all the sugarcane grown and produced with BMMC.
3. Since crop year 1920-1921 and up top crop year 1967-1968, the canes of planters adhered to the mill of BMMC, were
transported from the plantation to the mill by means of cane cars and through a railway system operated by BMMC that
passed through various RoWs of other haciendas.
4. But BMMC was not able to use its railway system for crop year 1968-1969. Records show that when the milling contracts
of Hacienda Helvetia (part of Angeles Estate) expired with BMMC at the end of crop year 1964-1965, the corresponding
RoW of the owners of Hda. Helvetia granted to central also expired.
5. Thus, the BMMC was unable to use its railroad facilities during the crop year 1968-1969 due to the closure in 1968 of the
portion of the railway traversing the Had. Helvetia.
6. Gatuslao sued BMMC for its failure to transport the canes for crop year 1968-1969, and for which, he sustained losses.
DISPOSITIVE PORTION
BMMC is liable (this is the gist)
DOCTRINE
Art 1174. Except in cases expressly specified by law, or when it is otherwise declared by stipulation, or when the nature of
the obligation requires the assumption of risk, no person shall be responsible for those events which could not be foreseen,
or which, though foreseen, were inevitable.
_________________________________________________________________________________________________________
Extinguishment of Liability in Case of Breach Due to Fortuitous Event - Art. 1174
42
IMPORTANT PEOPLE
Philcomsat
Globe Telecom
FACTS
1. Globe had been engaged in the coordination of the provision of various communication facilities for the military bases of the US in
Clark, Pampanga and in Cubi Point, Zambales to be used exclusively by the US Defense
Communications Agency (USDCA).
2. May 7, 1991: Philcomsat and Globe entered into an Agreement — Philcomsat will establish, operate, and provide an earth station
for the USDCA in Cubi for five years, and Globe will pay monthly rentals for each leased circuit involved.
3. At the time of the execution of the Agreement, both parties knew that the
Military Bases Agreement between the Philippines and US was to expire in 1991.
a. Under Section 25, Article XVIII of the 1987 Constitution, foreign military bases, troops or facilities, which include those located at
the US Naval Facility in Cubi Point, shall not be allowed in the Philippines unless a new treaty is duly concurred in by the Senate and
ratified by a majority of the votes cast by the people in a national referendum when the Congress so requires, and such new treaty is
recognized as such by the US Government
4. Philcomsat installed and established the earth station at Cubi Point and the USDCA made use of the same.
5. Sept. 16, 1991: the Senate passed and adopted Senate Resolution No. 141, expressing its decision not to concur in the ratification
of the Treaty of Friendship, Cooperation and Security and its Supplementary Agreements that was supposed to extend the term of
the use by the US of Subic Naval Base, among others
6. Dec. 31, 1991: the PH government sent a Note Verbale to the US government notifying them of the termination of the RP-US MBA
on December 31, 1992, and that all US military forces should complete its withdrawal by that date.
7. Aug. 6, 1992: Globe notified PHILCOMSAT of its intention to discontinue the use of the earth station effective November 8, 1992.
It used the basis of Section 8 of the Agreement:
a. “Neither party shall be held liable or deemed to be in default for any failure to perform its obligation under this Agreement if such
failure results directly or indirectly from force majeure or fortuitous event.
Either party is thus precluded from performing its obligation until such force majeure or fortuitous event shall terminate. For the
purpose of this paragraph, force majeure shall mean circumstances beyond the control of the party involved including, but not
limited to, any law, order, regulation, direction or request of the Government of the Philippines, strikes or other labor difficulties,
insurrection riots, national emergencies, war, acts of public enemies, fire, floods, typhoons or other catastrophies or acts of God.”
b. They were demanding payment of Globe’s outstanding obligations under the Agreement amounting to US$4,910,136.00 plus
interest and attorney’s fees — GLOBE REFUSED.
43
9. Globe insists that it was constrained to end the Agreement due to thetermination of the RP-US Military Bases Agreement and the
non-ratification by the Senate of the Treaty of Friendship and Cooperation, which constituted force majeure under the Agreement;
the occurrence of said events exempted Globe, as it contends, from paying rentals for the remaining period of the Agreement.
a. Art. 1174, which exempts an obligor from liability on account of fortuitous events or force majeure, refers not only to events that
are unforeseeable, but also to those which are foreseeable, but inevitable i. force majuere: may either be an “act of God,” or natural
occurrences such as floods or typhoons, or an “act of man,” such as riots, strikes or wars
b. force majuere under Sec 8 of Agreement: ( 1 ) a n y l a w, o r d e r , regulation, direction or request of the Philippine Government;
(2) strikes or other labor difficulties; (3) insurrection; (4) riots; (5) national emergencies; (6) war; (7) acts of public enemies; (8) fire,
floods, typhoons or other catastrophies or acts of God; and (9) other circumstances beyond the control of the parties
c. Those in the enumeration above are e i t h e r u n f o r e s e e a b l e , o r foreseeable but beyond the control of the parties; there is
nothing in the enumeration that runs counter to, or expands, the concept of a fortuitous event under Art. 1174
d. Requisites for Globe to be exempt from non- compliance: (1) the event must be independent of the human will; (2) the
occurrence must render it impossible for the debtor to fulfill the obligation in a normal manner; and (3) the obligor must be free
from participation in, or aggravation of, the injury to the creditor
1. Philcomsat and Globe had no control over the nonrenewal of the term of the RP-US Military Bases
Agreement when the same expired in 1991, because the prerogative to ratify the treaty extending the life thereof belonged to the
Senate
2. Neither did the parties have control over the subsequent withdrawal of the US military forces and personnel from Cubi Point in
December 1992
3. Resolution No. 141 of the Philippine Senate and the Note Verbale of the Philippine Government to the US Government are acts,
direction or request of the Government of the Philippines and circumstances beyond the control of Globe
4. The formal order from Cdr. Walter Corliss, the letter notification from ATT and the complete withdrawal of all the military forces
and personnel from Cubi Point in the year-end 1992 are also acts and circumstances beyond the control of Globe
e. It would be unjust to require Globe to continue paying rentals even though Philcomsat cannot be compelled to perform its
corresponding obligation under the Agreement.
2. WON Globe is liable to pay rentals under the Agreement for the month of December 1992 - YES
a. US military forces and personnel completely withdrew from Cubi Point only on 31 December 1992.
b. USDCA had control over the earth station and had the option of using the same until the said date.
c. Philcomsat could not have removed or rendered ineffective said communication facility until after 31 December 1992 because
Cubi Point was accessible only to US naval personnel up to that time, thus
Globe is liable for rental payments until December.
DISPOSITIVE PORTION
44
WHEREFORE, the Petitions are DENIED for lack of merit. The assailed Decisionof the Court of Appeals in CA-G.R. CV No. 63619 is
AFFIRMED.
DOCTRINE
Art. 1174: Except in cases expressly specified by the law, or when it is otherwise declared by stipulation, or when the nature of the
obligation requires the assumption of risk, no person shall be responsible for those events which, could not be foreseen, or which,
though foreseen, were inevitable.
_________________________________________________________________________________________________________
Eastern Shipping Lines v. CA, 234 SCRA 781 (1994)
An appeal from the decisions of the RTC and lower court charging plaintiff shipping company, along with the Metro Port
(arrastre operator) and Allied Brokerage Corporation (customs broker) liable for damages to the 1 of the 2 drums of
riboflavin shipped from Yokohama to Manila, the same being insured by defendant insurance company.
Was determined that when goods were loaded into the vessel SS Eastern Comet they were in good condition, but when it
was delivered to Metro Port it was already damaged. The same was observed in the Allied Brokerage warehouse, when it
was determined that one of the drums had spilled and that the same contained a fake and adulterated substance.
Defendant insurance company had to sustain the damages which amounted to 19,032.95
Defendant sues plaintiff for the amount of the damages, citing breach of contract of carriage as grounds.
Issues in Appeal:
1. WON the petitioner can be held severally and jointly liable with the two other defendants in appealed case
2. WON the rate of the interest for the damages should commence from the filing of the complaint at the rate of 12% or from
the date of the ruling of the RTC at the rate of 6%
Ruling: Petition is granted in part, affirmed the liability of the petitioner but interest shall be computed upon finality of the decision.
Ratio:
1. Liability is demandable from plaintiff as it is held that it is the common carrier’s duty to observe the requisite diligence in
the shipment of good
a. This diligence shall be from the time articles are surrendered to or unconditionally places in the possesstion of the
carrier for transportation, until the acceptance by the person to receive them
b. A presumption arises against the carrier for the failure to observe such diligence
c. No need for an express finding of negligence to hold it liable
45
d. As to WON the plaintiff can be charged alongside the two other defendants, it was held in Fireman’s Fund
Insurance Co. v Metro Port Service that the carrier and arrastre operator are liable in solidum.
i. Ratio: Since it is the duty of the arrastre to take care of the goods in their custody, such responsibility
devolves around the carrier as well. Both are charged with the obligation to deliver goods in good
condition.
ii. Besides, Eastern Shipping Lines shall be liable for the amount whether or not there are other solidarily
liable with it.
2. Legal interest shall be charged upon the discretion of the court and in view of certain guidelines.
a. Jurisprudence
First Group Reformina v Tomol Consistent holding that From the time complaint
Philippine Rabbit Bus 12% applies only to loans was filed until adjudged
Lines v Cruz or forbearance of money, amount is fully paid
Florendo v Ruiz goods or credits
National Power 6% for other cases, when it
Corporation v Angas involves payment of
indemnities in the concept
of damage
Second Group Malayan Insurance Consistent holding that Varied and was not
Company v Manila Port 12% applies only to loans consistent
Service or forbearance of money, Malayan: 6% from the
Nakpil and Sons v CA goods or credits date of decision of the
American Express 6% for other cases, when it court a quo, as this was
International v IAC involves payment of the date that interest
indemnities in the concept was reasonably
of damage determined after proof
American Express: 6%
computed from the
finality of the decision
until paid
Nakpil and Sons: 12%
from the finality of the
decision until amount is
paid
- Held that although decisions were varied and there is discord in the application, it is of no matter because the courts are vested
with discretion, depending on the equities for each case
b. “Rules of Thumb”
i. When an obligation, regardless of it source, is breached, then the contravener can be liable for damages.
Title XVII on Damages in the CC will apply.
ii. With regard to award of interest in actual and compensatory damages, the following shall be imposed:
1. When obligation consisting of a loan or forbearance of money, in the interest due shall be of that
stipulated in writing. It shall earn interest from the time judicially demanded. In absence of
stipulation, shall be 12% per annum and computed from judicial and extrajudicial demand.
46
2.
When obligation is not a forbearance or a loan, then damages imposed by court are chargeable
with interest at the rate of 6% per annum. No interest adjudged on unliquidated claims or until
demand can be established with reasonable certainty, begin from demand or when it cannot be
determined then it shall begin to run only from the date the judgment of the court is made,
when demand is ascertained.
When judgment becomes final and executory, the rate of legal interest in either case shall be 12% per annum from such finality until
its satisfaction.
_________________________________________________________________________________________________________
USURIOUS TRANSACTIONS
304 SCRA 356
CRISMINA GARMENTS, INC., vs. CA
PANGANIBAN
Norma Siapno filed a complaint against Crismina Garments, Inc. because she wasn’t paid for the denims she made which were
defective according to the latter. The sole issue in this case is whether the payment due to Siapno should have an interest of 6% or
12% per annum. The Court ruled that it should be 6% per annum since the amount is not a forbearance, but rather payment that arose
from a contract for a piece of work.
IMPORTANT PEOPLE
Crismina Garments, Inc. (‘Crismina’) – petitioner
Norma Siapno (‘Siapno’) - respondent
FACTS
1. Crismina is engaged in the export of girls’ denim pants. It contracted the services of Siapno, the sole proprietess of D’Wilmar
Garments for the sewing of 20,762 pieces of girls’ denims for the price of P76,410.
2. Siapno was told that the goods were defective. She offered to take delivery of the defective pants.
3. She was later told that the goods were already good and was directed to return for her payment.
4. Crismina failed to pay her the amount because allegedly, 6,164 pants were defective. Crismina said that she was liable for the
amount of the damaged pants.
5. TC ruled in favor of Siapno, and directed Crismina to pay her the amount with 12%/annum interest. CA affirmed the ruling.
DISPOSITIVE PORTION The rate of interest shall be 6% per annum, computed from the time of the filing of the Complaint in the trial
court until the finality of the judgment. If the adjudged principal and the interest remain unpaid thereafter, the interest rate shall be
12% per annum computed from the time the judgment becomes final and executory until it is fully satisfied. JUDGMENT MODIFIED.
DOCTRINE
Art 2209 CC
Two companies fight over who is at fault in a case of a shipment that was never picked up: the shipper contends that the
receiver should pay for the expenses incurred because of the delay, and the receiver contends that the shipper was at fault for shipping
too much product.
IMPORTANT PEOPLE
Keng Hua Paper Products, Co., Inc, petitioner (Keng Hua)
Sea-Land Service, Inc., respondent (Sea-Land)
FACTS
1. Sea-Land, at its Hong Kong terminal, received a sealed container containing 76 bales of unsorted wasted paper for
shipment to Keng Hua in Manila. Sea-Land issued a bill of lading5 to cover the shipment.
2. On July 9, 1982, the shipment was discharged at Manila. Notices of arriveal were transmitted to Keng Hua but it did not
take the shipment during the “free time” or grace period, which expired on July 29. The shipment was unloaded from
the container on November 22, 1983, 481 days from the expiry of the grace period. Demurrage 6 charges accrued during
the 481-day period, and the obligation, which Keng Hua refused to settle, eventually reached P67,340. The obligation
remained unpaid despite several demands, so Sea-Land commenced this civil action for collection and damages.
3. Keng Hua said that it purchased 50 tons of waste paper from Ho Kee Waste Paper. The remaining balance of the shipment
was only 10 tons, but the shipment Sea-Land was asking it to accept was 20 metric tons, 10 in excess. Keng Hua said that
if it were to accept, it would violate Central Bank rules, that there was no cause of action against them but there was
against Sea-Land, and that they notified Sea-Land about the wrong shipment through a letter.
4. The RTC found Keng Hua liable for demurrage, attorney’s fees, and costs. Keng Hua appealed to the CA, which denied its
appeal and its MR.
5
The Bill of lading (BOL) is one of the most important documents in the shipping process. To ship any goods, a bill of lading is required and acts as a receipt and a contract. A
completed BOL legally shows that the carrier has received the freight as described and is obligated to deliver that freight in good condition to the consignee.
(http://economictimes.indiatimes.com/definition/bill-of-lading)
6
A charge payable to the owner of a chartered ship in respect of failure to load or discharge the ship within the time agreed (Oxford Dictionary)
48
Keng Hua admits physical acceptance of the BOL, but that its subsequent actions belie the finding that it accepted the terms
and conditions therein, citing the notice it received from Sea-Land acknowledging that Keng Hua declined to accept the shipment. Its
letter to Sea-Land also stated that to accept the BOL would be tantamount to smuggling because to accept 20 instead of 10 tons would
endanger them legally. Keng Hua argues that the delay was a consequence of the overshipping.
Still, Keng Hua received the BOL immediately after the arrival of the shipment. It was only 6 months later that it notified Sea-
Land saying it could not accept the shipment, which letter merely said that it could not pick up the cargo, and not that it rejected the
BOL. Its longtime inaction conveyed its acceptance. Sea-Land’s notice simply said that it wasn’t picking up the cargo and was likewise
not proof of Keng Hua’s rejection of the BOL. As for its legal endangerment, mere apprehension of violating said laws, without
demonstrating that it would be legally impossible to take the shipment, does not absolve it of liability.
2. Whether Keng Hua must pay demurrage charges, and if so, how much – YES, but less than that demanded by Sea-Land,
because of a later reckoning point for the computation of interest
Keng Hua says that Sea-Land made no demand for the sum of P67,340, and that the latter’s loss and prevention manager
demanded P50,260 but its counsel subsequently asked for P37,800. However, the sum of P67,340 was a factual conclusion of the trial
court affirmed by the CA.
In the letter dated April 24, 1983, Sea-Land’s counsel demanded P37,800, but since then the additional demurrage increased
because of Keng Hua’s refusal to pay. It then ballooned, of course, to P67,340. Keng Hua insists that it did not know of the claim of
this amount until it received summons to the Sea-Land’s complaint against it, and so interest may not be allowed to run from the date
of Sea-Land’s extrajudicial demands on March 8, 1993 (P50,260) or on April 24, 1983 (P37,800) considering that in both letters there
was no demand for interest.
The Court agrees with Keng Hua on this point. The BOL did not specify the amount of demurrage, and the total amount was
not established until the trial court made its findings through judgment. The legal interest rate, then, should be six percent per annum
pursuant to NCC Article 2209, to be computed from the date of the trial court’s decision (September 28, 1990). Twelve percent per
annum shall then be charged on the total then outstanding, from the time the judgment becomes final and executory until its
satisfaction.
No attorney’s fees should be awarded because the mention thereof in the dispositive portion was not supported in the ratio
decidendi.
DISPOSITIVE PORTION
The assailed decision is hereby AFFIRMED with the MODIFICATION that the legal interest of six percent per annum shall be
computed from September 28, 1990 until its full payment before finality of judgment. The rate of interest shall be adjusted
to twelve percent per annum, computed from the time said judgment became final and executory until full satisfaction. The
award of attorney’s fees is DELETED.
_________________________________________________________________________________________________________
Usurious Transactions
263 SCRA 453 (1996)
Security Bank vs. RTC Makati
Hermosisima, Jr.
Security Bank and Trust Company files for a review on certiorari assailing the decision of the RTC of Makati which found
private respondent Magtanggol Eusebio liable to petitioner for a sum of money. The main issue is: should the rate of interest on a loan
for forbearance of money follow the 12% per annum rate of interest or should it follow what was stipulated in the contract?
IMPORTANT PEOPLE
Security Bank and Trust Company
Magtanggol Eusebio
FACTS
49
1. Security Bank and Eusebio had the following Promissory notes executed (in favor of Security Bank)
a. P100,000 (6 months installment, 23% p.a. up to 5th installment)
b. P100,000 (6 months instalment, 23% p.a.)
c. P 65,000 (6 months installment, 23% p.a.)
2. Leila Ventura signed as co-maker in these promissory notes. She is thus jointly and severally liable with co-defendant Eusebio.
4. Eusebio fails to settle the balances, thus Security Bank files a collection case which was decided in favor of Security Bank.
However, the court granted rates of 12% p.a. instead of the 23% stipulated in the notes.
5. Security Bank files a motion for partial reconsideration, but was denied. Hence, this petition with the Supreme Court.
YES. The promissory notes were all signed in 1983, this means they are already covered by Central Bank Circular No. 905
which states that “Sec. 1. The rate of interest, xxx, shall not be subject to any ceiling prescribed under or pursuant to the
Usury Law as amended. Sec 2. The rate of interest xxx in the absence of express contract as to such rate of interest, shall
continue to be twelve per cent (12%) per annum.”
It is not for the court, nor is there any valid reason to change the stipulations in the contract when it does not go against any
law, moral, good custom, public order or policy. Only in the absence of a stipulation can the court impose the 12% rate.
DISPOSITIVE PORTION
IN VIEW OF THE FOREGOING, the decision of the respondent court a quo is hereby AFFIRMED, with the MODIFICATION that the rate
of interest that should be imposed is 23% per annum.
DOCTRINE
In a loan or forbearance of money, the interest due should be what is stipulated in the contract/ in writing and in the
absence thereof, only then can the court impose the 12% per annum rate.
_________________________________________________________________________________________________________
Almeda v Court of Appeals (17 April 1996)
50
Summary: Spouses Almeda entered into loans with the Philippine National Bank. PNB increased the agreed upon interest rates of
the loans, invoking a clause in their contract stating that they can increase the interest rates “within the limits allowable by law.”
The courteventually rules that PNB is not allowed to do so as contracts rely upon the essential equality inherent in the parties to a
contract.
Facts:
· Spouses Ponciano Almeda and Eufemia Almeda applied for and were granted several loans by the Philippine National Bank
amounting to 18 million pesos payable in 6 years at an interest rate of 21% per annum.
· To secure the loan, the spouses executed a Real Estate Mortgage Contract covering a 3,500 square meter parcel of land
together with the building erected thereon located at Pasong Tamo Makati.
· Their contract with PNB gave PNB “the right to increase the interest rate within the limits allowed by law at any time
depending on whatever policy it may adopt in the future.”
· Between 1981 and 1984, spouses made several partial payments, a substantial portion of which was applied to accrued
interest.
· Respondent bank then raised the interest rate to 28%.
· Before the loan was to mature, the spouses filed a petition for declaratory relief with prayer for preliminary injunction and TRO
with the RTC. They additionally sought clarification as to whether or not PNB could unilaterally raise interest rates.
· Lower court granted the preliminary injunction enjoining PNB from enforcing said interest rate. By this time, the spouses were
already in default of their loan obligations.
· PNB then ordered the extrajudicial foreclosure of petitioners’ mortgaged properties. The court however, granted a preliminary
injunction staying the auction of the property.
· The preliminary injunction expired and the petitioners filed a motion for reconsideration. In the interim, they tendered the
amount of 40,142,518 consisting of the principal (18,000,000) as well as the accrued interest calculated at the originally stipulated
21% interest rate. PNB refused to accept the payment.
· Lower courts kept granting the writ of preliminary injunction which led to respondent bank filing a petition with the CA
assailing the orders of the RTC.
· CA ultimately rendered its assailed decision setting aside the orders of the RTC and upholding respondent bank’s right to
foreclose the mortgaged property. Hence the instant petition.
NO.
The binding effect of any agreement between parties to a contract is premised on two principles: i) any obligation arising from
contract has the force of law between the parties; ii) there must be mutuality between the parties based on their essential equality.
Any contract which appears to be heavily weighed in favor of one of the parties so as to lead to an unconsciable result is void. Any
stipulation regarding the validity of the contract which is left solely to the will of one of the parties is likewise invalid.
The respondent bank clearly unilaterally altered the terms of its contract with petitioners without the prior assent of the latter. Art
1956 of the civil code is clear: “no interest shall be due unless it has been expressly stipulated in writing.” The interest rate which
appears to have been agreed upon by the parties to the contract was 21%. In order that obligations arising from contracts may have
the force of law between the parties, there must be mutuality between the parties based on their essential equality.
Escalation clauses in credit agreements are perfectly valid. Such clauses, however, are nonetheless still subject to laws governing
agreements between parties. Apart from violating the principle of mutuality of contracts, there is authority for disallowing the
interest rates imposed by respondent bank. Not only the increases of the interest rates on the basis of the escalation clause
51
patently unreasonable and unconscionable, but also there are no valid and reasonable standards upon which the increases are
anchored.
· Whether or not respondent bank is granted authority to foreclose the Marvin Plaza (mortgaged property of private
petitioners)
NO.
Respondent bank relies on PD 385 which was issued principally to guarantee that government financial institutions would not be
denied substantial cash inflows necessary to finance the government’s projects. The government, however, is not exempt from
observing basic principles of law, fairness, and decency under the due process clause of the Constitution.
In the first place, because of the dispute regarding interest rate increases, the exact amount of petitioner’s obligations can not be
determined. Thus, the foreclosure provisions of PD 385 can be validly invoked only after settlement of the question involving the
interest rate on the loan.
Furthermore, petitioners made a valid consignation of what they, in good faith, honestly believed to be the real amount of their
remaining obligations with the respondent bank.
Ruling: Wherefore, premsises considered, the decision of the CA is hereby reversed and set aside.
Doctrine:
The binding effect of any agreement between parties to a contract is premised on two principles:
i.) any obligation arising from contract has the force of law between the parties
ii.) there must be mutuality between the parties based on their essential equality.
Any contract which appears to be heavily weighed in favor of one of the parties so as to lead to an unconsciable result is void. Any
stipulation regarding the validity of the contract which is left solely to the will of one of the parties is likewise invalid.
_________________________________________________________________________________________________________
Usurious Transactions
CASE NUMBER
Angel Jose Warehousing v Cheldea
Bengzon J.P., J
Cheldea, et al contracted a loan from Angel Warehousing. Cheldea paid in post dated checks. However, Angel Warehousing alleges
that Cheldea had intent to defraud them with the disposal of their property and now demand payment
IMPORTANT PEOPLE
David Syjuco - Defendant
FACTS
1. Cheldea obtained 4 loans totaling 26,500 php, of which 5,620 php had been paid
2. Plaintiff charged and deducted from the loan usurious interests thereon, at rates of 2% and 2.5% per month
3. The court found that there remained due from defendants an unpaid principal amount of P20,287.50; that plaintiff charged
usurious interests, of which P1,048.15 had actually been deducted in advance by plaintiff from the loan; that said amount of P1,048.15
should therefore be deducted from the unpaid principal of P20,287.50, leaving a balance of P19,247.35 still payable to the plaintiff.
52
4. Given the fact that this has now become a usurious transaction, Defendant avers that there is no cause of action and that the
principal amount may no longer be recovered.
DISPOSITIVE PORTION
WHEREFORE, with the modification that the award of attorney's fees in plaintiff's favor is deleted therefrom, and the correction of
the clerical error as to the principal still recoverable, from P19,247.35 to P19,239.35, the appealed judgment is hereby affirmed. No
costs. So ordered.
_________________________________________________________________________________________________________
USURIOUS TRANSACTIONS
369 SCRA 99
First Metro Investment Corporation (FMIC)
v. Este Del Sol Mountain Reserve, Inc. (ESTE)
De Leon, J.
This is a petition for review on certiorari of a decision of the Court of Appeals which found and declared that the fees provided for in
the Underwriting and Consultancy Agreements executed by FMIC and ESTE with a Loan Agreement were mere cloaks to hide the
usurious interest charged by FMIC.
IMPORTANT PEOPLE
FMIC, ESTE
FACTS
1. On January 31, 1978, FMIC granted ESTE a loan of P7,385,500 to finance the construction and development of Este’s sports/resort
complex project. Under the terms of the loan agreement, interest was pegged at 16% annually based on the diminishing balance. In
case of default, an acceleration clause was provided and that (1) the amount due was subject to 20% one-time penalty, (2) the total
of the amount due and penalty was subject to interest at the highest rate permitted by law from the date of default until payment,
(3) liquidated damages, accrued interests plus attorney’s fees.
2. On the same date, ESTE also executed, as provided by the Loan Agreement, an Underwriting Agreement, FMIC will underwrite on
a best-efforts basis the public offering of 120,000 common shares of ESTE’s capital stock for P200,000. Also, ESTE shall pay an annual
supervision fee of P200,000 and consultancy fee of P332,500 for 4 years. A Consultancy Agreement was also executed where ESTE
engaged the services of FMIC for a fee as consultant to render general consultancy services.
3. On Feb 22, 1978, FMIC billed ESTE for the underwriting fee (P200,000),
consultancy fee (P1,330,000), and supervision fee (P200,000). These fees were paid by ESTE to FMIC which deducted the same from
the first release of the loan.
53
4. However, ESTE failed to meet the schedule of repayment and incurred the obligation of P12,679,639.98. After extra-judicial
foreclosure of the mortgaged property and applying the proceeds from the foreclosure to the loan, FMIC instituted an instant
collection suit against ESTE to collect the remaining deficiency balance plus interest and attorney’s fees and costs.
5. RTC ruled in favor of FMIC and ordered ESTE to pay all fees claimed by FMIC. However, CA reversed this decision and declared that
the fees in the Underwriting and Consultancy Agreements were mere subterfuges to camouflage the excessively usurious interest
and ordered FMIC to return these fees to ESTE. Also, the stipulated penalties, liquidated damages and attorney’s fees were deemed
“excessive, unconscionable and revolting to the conscience” and that in lieu thereof, the 20% one-time penalty and 10% of
attorney’s fee would be reasonable and suffice to compensate FMIC.
a. A usurious interest is any rate of interest in excess of the maximum allowed by the Usury Law. However, petitioner contends that
the Usury Law does not apply because Central Bank Circular No. 905 has removed the ceiling on interest rates. While the circular
only took effect on January 1, 1983, it should apply retroactively to a contract executed on 1978, as in the present case. However,
the Court ruled that in the rule of contracts, the laws in force at the time the contract was made and entered into govern the
contract - which in this case was the Usury Law. Also, the CB Circular did not repeal or amend the Usury Law but simply suspended
its effectivity. A CB Circular cannot repeal a law because only a law can repeal another law. Thus, the retroactive application cannot
and should not be presumed.
b. Generally, when a contract is evidenced by a written instrument, such document is the best evidence of the terms of the contract
and courts need only to rely on the face of the contract to determine the intention of the parties. However, an exception may be
made when, from a construction of the whole transaction, it is apparent that there exists a corrupt intention to hide a usurious loan
behind its legal form. While the FMIC represents that the underwriting and consultancy agreements were separate and distinct from
loan agreement, the Court considered several facts and circumstances which taken together show that the Underwriting and
Consultancy Agreements were simply devices made to conceal and collect excessively usurious interest.
i. All agreements made were executed simultaneously and were set to mature or shall remain effective during the same
period of time.
ii. The underwriting agreement was made to be a condition precedent for the loan and thus is “part and parcel of the Loan
Agreement.”
iii. ESTE was billed for a one-time consultancy fee amounting to P1,330,000 despite the clear provision which states that the
fees will be paid equally over 4 years.
iv. The underwriting, supervision and consultancy fees were billed on the same occasion as the first partial release of the
loan and the fees were deducted from this release, in effect reverting a portion of the loan to FMIC.
v. FMIC was unable to organise and supervise an underwriting group to sell shares of ESTE as required in the Agreements.
Also, there was no need for the Underwriting Agreement because ESTE had its own licensed marketing arm to sell shares
and that all shares had already been sold.
vi. FMIC did not comply with the obligation under the Consultancy Agreement and it has also been shown that there was no
need for consultancy because ESTE’s officers appeared to be more competent to be consultant in the development of the
sports/ resort complex. An apparently lawful loan is usurious when it is intended that additional compensation for a loan be
disguised by an ostensibly unrelated contract providing for payment by the borrower for the lender’s service which are of
little value or which are not to be rendered such as in the instant case.
54
c. Lastly, petitioner contends that the CA erred in awarding amounts not prayed for by the respondents. However, the Court ruled
that whether the amounts have been expressly prayed for is of no moment and that a party is entitled to as much relief as the facts
may warrant.
DISPOSITIVE PORTION
WHEREFORE, the instant petition is hereby denied, and the assailed Decision of the Court of Appeals is AFFIRMED. Costs against
petitioner. SO ORDERED.
DOCTRINE
1. Laws in force at the time the contract was made and entered into govern the contract.
2. CB Circular No. 905 did not repeal the Usury Law, it merely suspended the latter’s effectivity.
3. In usurious loans, the entire obligation does not become void because ofan agreement for usurious interest; the unpaid principal
debt still stands and remains valid but only the stipulation as to usurious interest is void, consequently, the debt is to be considered
without stipulation as to interest.
_________________________________________________________________________________________________________
I. Pure and Conditional Obligations
B. Conditional Obligations
1. Condition
Fonacier owns some iron mineral claims for w/c he contracted w/ Gaite to “explore and develop”. Gaite started w/ the mining process
for w/c he was able to extract 24,000 tons of iron ore (worth Php65k). Fonacier, however, cancelled their agreement, along w/ it
Gaite’s position as his attorney-in-fact. Gaite assented to this under the condition that he be paid the balance of 65k plus some other
monetary considerations. Fonacier promised to pay for these using bonds, one of w/c was to expire in 1 year and also under the
condition that his payment would come from the sale of the extracted iron ores. 1 year passed, the bonds expired, but he was not
able to sell the iron ores. Fonacier claims that his obligation to pay the balance of 65k has not yet existed as there was no sale that
occurred (he insists that the sale of iron ores was a condition to his obligation). SC affirmed CA in ruling that he was obligated to pay
Gaite regardless of w/n a sale has been done a the said sale was merely a suspensive period or term and not a condition precedent.
IMPORTANT PEOPLE
Isabelo Fonacier – respondent, owner and/or holder of 22 iron lode mineral claims “Dawahan Group”
Fernando Gaite – petitioner, attorney-in-fact of respondent, owner of Larap Iron Mines
FACTS
1. Fonacier executed a “Deed of Assignment” and appointed petitioner Gaite as his atty-in-fact to enter into a contract w/ any
individual or juridical person for the exploration and dev’t of his mining claims
2. Gaite embarked upon the dev’t and exploitation of the mining claims and in time extracted approximately 24,000 metric tons
of iron ore.
3. For some unknown reason, Fonacier decided to revoke Gaite’s authority to exploit and develop; Gaite agreed subject to
certain conditions.
4. A “Revocation of Power of Atty. And Contract” was executed wherein Gaite transferred to Fonacier all his rights and interest
on all facilities in said claims, the right to use the business name “Larap Iron Mines” and its goodwill, and all the records and documents
55
relative to the mines. All these for the consideration of P20,000 plus 10% of the royalties the that Fonacier would receive from the
mining claims.
5. Gaite also transferred to Fonacier all his rights and interests over the 24k tons of iron ore in consideration of P75,000, P10,000
of w/c was paid upon the signing of the agreement. Also, the balance of P65,000 will be paid from and out of the first letter of credit
covering the first shipment of iron ores and of the first amount derived from the local sale of iron ore
6. To secure the payment of 65k, Fonacier promised to execute in favor of Gaite a surety bond[1], and pursuant to the promise,
Fonacier delivered to Gaite a surety bond w/ himself (Fonacier) as principal and the Larap Mines and Smelting Co. as sureties[2]. Gaite
refused to sign unless another bond underwritten by a bonding company was put up by Fonacier to secure the payment of 65k; hence
a second bond was executed. Far Easter Surety and Insurance Co. was the additional surety, provided that the liability of the surety
company would attach only when there had been an actual sale of iron ore by the Larap mines & Smelting Co. for an amount of not
less than 65k.
7. Fonacier gave the right to develop and exploit his mining claims to Larap Mines and Smelting Co., Inc., he also transferred the
complete title to the approximately 24k tons of iron ore to the same company.
8. A year later, the bond of Far Eastern Surety expired but no sale had been made, nor had the 65k balance been paid to Gaite
9. Fonacier’s theory is that they (him and the sureties) had lost right to make use of the period given them when their bond
automatically expired. Gaite filed a complaint before the CFI for Fonacier’s (and his sureties’) failure to pay as demanded
10. Defendants’ uniform defense: the obligation sued upon by Gaite was subject to a condition that the amount of 65k would be
payable out of the first letter of credit covering the first shipment of iron ore and/or the first amount derived from the local sale of
the iron ore by the Larap Mines & Smelting co., Inc., but that up to the time of the filing of the complaint, no sale has been made;
hence, the condition had not yet been fulfilled; consequently, the obligation was not yet due and demandable. Fonacier contended
that only 7,573 tons of the estimated 24k tons of iron ore sold to him by Gaite was actually delivered, and counterclaimed for more
than 200k damages.
ISSUE with HOLDING
1. Should the provision of Sec. 7[3] in the contract be interpreted as condition precedent? No
It’s only a suspensive period or term. The words of the contract express no contingency in the buyer’s obligation to pay. There is no
uncertainty that the payment will have to be made sooner or later; only the exact date is unknown. The existence of the obligation to
pay is recognized; only its maturity or demandability is deferred. A contract of sale is normally commutative and onerous; each party
anticipates performance by the other from the very start. Gaite obviously didn’t desire or assume to be at risk of losing his right over
the ore w/out getting paid (proof: the fact that he insisted on a bond to guarantee payment of 65k, aside from the bond by Fonacier).
To subordinate the obligation to pay the remaining 65k to the sale or shipment of the ore as a condition precedent, would be
tantamount to leaving the payment at the discretion of the debtor.
2. W/N appellants (Fonacier and sureties) are entitled to take full advantage of the period granted them for making the
payment. No
They have forfeited the right to compel Gaite to wait for the sale of the ore before receiving payment of the balance of 65k because
of their failure to renew the bond of the Far Eastern Surety Company or else replace it w/ an equivalent guarantee. There’s no merit
to appellants’ argument that Gaite’s acceptance of the surety company’s bond w/ full knowledge that on its face it would automatically
expire in 1 year was a waiver of its renewal after the expiration date.
3. W/N there were really 24,000 tons of iron ore in the stockpiles sold by Gaite to Fonacier and whether if there had really been
a short-delivery (if the iron ores were less than 24k tons), appellants are entitled to the payment of damages. No
Neither of the parties had actually measured or weighed the mass; they both tried to arrive at an estimation of the total quantity. (the
discussion on how to arrive at the proper weight is technical and irrelevant to the discussion, the conclusion of w/c says that Gaite
had the closer estimation to the weight of the iron ores, hence, there is not short delivery)
DISPOSITIVE PORTION
WHEREFORE, finding no error in the decision appealed from, we hereby affirm the same, w/ costs against appellants.
DOCTRINE
56
What characterizes a conditional obligation is the fact that its efficacy or obligatory force (as distinguished from its demandability) is
subordinated to the happening of a future and uncertain event; so that if the suspensive condition does not take place, the parties
would stand as if the conditional obligation had never existed.
If the contract is onerous, the doubt shall be settled in favor of the greatest reciprocity of interests.
[1] A bond that is issued by a surety who guarantees performance should the obliged part fail to meet its obligations.
[2] A person who binds himself for the payment of a sum of money or the performance of something, for another, who is already
bound for the same.
[3] 7. That Fernando Gaite or Larap Iron Mines hereby transfers to Isabelo F. Fonacier all his rights and interest over the 24,000 tons
of iron ore, more or less, above-referred to together will all his rights and interests to operate the mine in consideration of the sum
of 75,ooo w/c the latter binds to pay as follows:
a. 10,000 will be paid upon the signing of this agreement
b. The balance of 65,000 will be paid from and out of the first letter of credit covering the first shipment of iron ores and/or the first
amount derived from the local sale of iron ore made by the Larap Mines & Smelting Co., Inc., its assigns, administrators, or
successors in interest.”
_________________________________________________________________________________________________________
Conditional Obligations G.R. No. 131784 Gonzales vs. Heirs of Thomas and Paula Cruz Panganiban, J.
The two parties entered into a contract with an ambiguous provision which the courts interpret differently. The contract is
regarding the lease and subsequent purchase of a parcel of land by petitioner from the respondents. Confusion arose as to whether
or not the 9th clause of the contract was a condition precedent which would give rise to a conditional obligation as governed by Article
1181 of the Civil Code. Is it a condition precedent or is it not? Read on to find out. ;)
IMPORTANT PEOPLE
1. Felix Gonzales - Lessee of a parcel of land owned by herein respondents 2. Paula Cruz - the lessor of the parcel of land to herein
petitioner 3. Ricardo Cruz, et al. - heirs of Thomas and Paula Cruz who now manages
the property. 4. Bernardina Calixto and Severo Cruz - herein respondents’ predecessors-
in-interest under whose name the land is registered.
FACTS
1. Paula Cruz together with Ricardo Cruz, et al (heirs of Thomas and Paula)
entered into a Contract of Lease/Purchase with Felix Gonzales.
2. Among other things, the contract provided that the lessee (Gonzales) shall
purchase the property for 1M pesos .
3. The 9th provision provided much ambiguity. As this was the subject of the courts’ differences in opinion, the direct text of the 9th
provision is reproduced below .
4. Gonzales paid the annual rental on the property covered.
5. Gonzales however did not exercise his option to purchase the property
immediately after the expiration of the one year lease.
1st clause of the Contract of Lease/Purchase “9. The LESSORS hereby commit themselves and shall undertake to obtain a separate
and 2 distinct [Transfer Certificate of Title] over the herein leased portion to the LESSEE within a reasonable period of time which
shall not in any case exceed four (4) years, after which a new Contract shall be executed by the herein parties which shall be the
57
same in all respects with this Contract of Lease/Purchase insofar as the terms and conditions are concerned.”
6. He remained in possession of the property without paying the purchase price provided for in the Contract of Lease/Purchase and
without paying any further rentals.
7. Herein respondents informed Gonzales of their decision to rescind thecontract due to a breach thereof committed by Gonzales.
8. Gonzales was instructed to vacate the property but he just wouldn’t.
9. The respondents filed a complaint with the lower court alleging breach of the provisions of the Contract, and prayed for the
recovery of possession of the property.
10.Gonzales argued that he could not be compelled to purchase the property because respondents have not complied with
paragraph 9, which obligates them to obtain a separate and distinct title in their names.
• He contends that paragraph 9 was a condition precedent to the purchase of the property. 11.The trial court held that the
obligation in paragraph 9 was a condition precedent to petitioner’s purchase of the property. Since respondents had not performed
their obligation (i.e. to obtain a separate and distinct title in their names), they could not compel petitioner to buy the parcel of land.
12.The Court of Appeals held that the property should be purchased first before respondents may be obliged to obtain a TCT in the
name of the buyer (Gonzales).
ISSUE with HOLDING
1. WoN the Court of Appeals’ interpretation of the 9th paragraph is correct. No.
• basic is the rule in the interpretation of contracts that if some stipulation therein should admit of several meanings, it shall be
understood as bearing that import most adequate to render it effectual.
• petitioner’s interpretation renders the 9th paragraph most effectual.
• when the Contract of Lease/Purchase was executed, there was no assurance that the respondents were indeed the owners of the
land because the land in question was still registered in the name of Bernardina Calixto and Severo Cruz.
• Thus, the clear intent of the 9th paragraph was for the respondents to obtain a separate and distinct TCT in their names as was
necessary to show their ownership of the land, and their right to sell it to Gonzales.
2. WoN the 9th Clause was a Condition Precedent. YES.
• The 9th clause required respondents to obtain a separate and distinct TCT
such undertaking was a condition precedent to the latter’s obligation to purchase and pay for the land.
• Petitioner’s obligation to purchase the land is a conditional one and is governed by Article 1181 of the Civil Code.
3. WoN the Respondents can rescind the Contract. No.
• Respondents cannot rescind the contract because they have not caused the transfer of the TCT to their names which is a condition
precedent to petitioner’s obligation.
• there can be no rescission of an obligation that is non-existent because the suspensive condition has not happened.
DISPOSITIVE PORTION
“WHEREFORE, the petition is GRANTED and the appealed Decision is REVERSED and SET ASIDE. The Decision of the trial court
is REINSTATED, but the award of moral damages and attorney’s fees is DELETED for lack of basis. No costs.
SO ORDERED. “
RELEVANCE TO THE LESSON
There can be no rescission of an obligation that is non-existent because the suspensive condition has not happened.
_________________________________________________________________________________________________________
2. Kinds of Conditions
a. As to effect on obligation
58
Suspensive Conditions
G.R. No. 103577, October 7, 1996
Romulo A. Coronel, et. al., vs. CA and Concepcion D. Alcaraz
Melo, J.
Coronel, despite a “receipt of down payment” executed with Alcaraz for the sale of the former’s house and lot, sold the same to
Mabanag. Court held that the said receipt with Alcaraz constituted a “contract of absolute sale”, thus overcoming the subsequent
sale to co-petitioner.
IMPORTANT PEOPLE
ROMULO A. CORONEL, et. al (those who inherited the property)
CATALINA BALAIS MABANAG (subsequent buyer), petitioners
FACTS
1. Jan 19, 1985. Petitioners Coronel, et.al. executed a “Receipt of Down Payment” in favor of Alcaraz, after receiving P50,000
as down payment for an inherited house, to be sold for a total of P1,240,000. The same document also stipulated that the
petitioners shall effect transfer in their names the TCT from the name of their deceased father. Upon presentation of the
new TCT, it is stipulated that they execute a deed of absolute sale with Alcaraz, who shall immediately pay the balance of
P1,190,000.
2. Feb 6, 1985. Title was successfully transferred to names of petitioners.
3. Feb 18, 1985. The Coronels instead sold the property to one Catalina Mabanag for P1,580,000, and cancelled the contract
with Alcaraz by depositing the P50,000 down payment in trust for Alcaraz.
4. Feb 22, 1985. Alcaraz filed a complaint for specific performance against the Coronels and caused the annotation of a notice
lis pendens (pending litigation) on the TCT.
5. April 25, 1985. Coronels executed a Deed of Absolute Sale with Mabanag, and a new title with Mabanag’s name was issued
subsequently.
6. April 14, 1988. Trial Court ruled in favor of Alcaraz, caused the delivery of the property to the former, and cancelled the title
with Mabanag.
7. December 16, 1991. Coronels filed with the Court of Appeals but the latter rendered its decision fully agreeing with the trial
court.
8. Hence, the instant petition which was filed on March 5, 1992.
9. The case was, however, re-raffled to undersigned ponente only on August 28, 1996, due to the voluntary inhibition of the
Justice to whom the case was last assigned.
2. W/N petitioners may validly dispose of the property despite the same not being in their name. YES
3. W/N the sale to Mabanag constituted a double sale done in bad faith. YES.
1. “Receipt of down payment” was a conditional contract of sale, with the transfer of the title from the deceased father to the
petitioners as the suspensive condition. Not a contact to sell because there was no express reservation of ownership or title to the
59
subject property, and because the circumstance which prevented the sale pertained to the sellers and not the full payment of the
purchase price.
- Wording of the “receipt” manifests a clear intent to transfer, such that had there been no problem with the title, the sale
could have been consummated right there and then.
- They did not merely promise to sell, but instead AGREED to a conditional contract of sale, consummation of which is subject
only to the successful transfer of the title to the petitioners’ names (suspensive condition). Therefore, as soon as the titles were
good to go, petitioners were committed to execute the sale (by Art 1181).[1]
- By operation of Art 1187, obligations of the parties under the contract became mutually due and demandable as of the
time of fulfilment of the suspensive condition on Feb 6, 1985.
- Alcaraz then has a better right to the property than Mabanag because the former’s contract of sale was perfected before
that of the latter [Title transferred Feb 6 vs. Sale to Mabanag Feb 18]
2. Petitioners may validly dispose of the property despite the same not being under their names by virtue of succession.
- Upon death of decedent, they were called to succession, such that any rights or obligations pertaining to the property
became binding and enforceable upon them.
- Thus, the receipt/contract entered into on January 19, despite not yet being under their name, was valid.
- Petitioners are estopped from raising their lack of capacity after having represented themselves as the true owners at the
time of the sale.
Should it be immovable property, the ownership shall belong to the person acquiring it who in good faith first recorded it in the
Registry of Property.
Should there be no inscription, the ownership shall pertain to the person who in good faith was first in the possession; and, in
the absence thereof, to the person who presents the oldest title, provided there is good faith. (1473)
- Mabanag’s recording, while done before that of Alcaraz, was in BAD FAITH because prior to this, Alcaraz caused the
notation of her claim/pending litigation on the TCT. At the time of registration, therefore, the former knew of the defect, which thus
constituting bad faith.
DISPOSITIVE PORTION
Petition dismissed. TC/CA decision affirmed.
Article 1187. The effects of a conditional obligation to give, once the condition has been fulfilled, shall retroact to the day of the
constitution of the obligation. Nevertheless, when the obligation imposes reciprocal prestations upon the parties, the fruits and
interests during the pendency of the condition shall be deemed to have been mutually compensated. If the obligation is unilateral,
the debtor shall appropriate the fruits and interests received, unless from the nature and circumstances of the obligation it should
be inferred that the intention of the person constituting the same was different.
In obligations to do and not to do, the courts shall determine, in each case, the retroactive effect of the condition that has been
complied with. (1120)
Article 1188. The creditor may, before the fulfillment of the condition, bring the appropriate actions for the preservation of his right.
60
The debtor may recover what during the same time he has paid by mistake in case of a suspensive condition. (1121a)
OTHER NOTES
Contract of sale
- Consent to transfer ownership
- Determinate subject matter
- Price certain in money or equivalent
Contract to sell
- Seller explicitly reserves the transfer of title to the prospective
buyer, but there is no consent to transfer ownership until the
happening of an event, event being delivery of the full purchase
price
- Upon fulfilment of suspensive condition, prospective seller still
has to convey the title to the buyer by entering into a contract of
absolute sale
[1] Article 1181. In conditional obligations, the acquisition of rights, as well as the extinguishment or loss of those already acquired,
shall depend upon the happening of the event which constitutes the condition. (1114)
_________________________________________________________________________________________________________
ii. Resolutory
Joseph Cirer and James Hill donated parcels of land to the municipality of Tarlac with the condition that it’ll be used for the construction
of a public school and a public park. Subsequently, they sold the land to George Parks. Parks now wants the Court to declare him as
the rightful owner of said lot since he believes that the condition was never met.
61
IMPORTANT PEOPLE
Joseph Cirer and James Hill: donors of land
Santiago de Jesus: municipal president of the municipal council of Tarlac
George Parks: petitioner
FACTS
1. Joseph Cirer and James Hill donated their land to the municipality of Tarlac with certain conditions stated in a public
document.
2. Mr. Santiago de Jesus, municipal president, accepted it on behalf of the municipal council Tarlac.
3. Said land was registered under municipality of Tarlac
4. Cirer and Hill later on sold the land to George Parks.
5. The municipality of Tarlac transferred the property to the Province of Tarlac and a transfer certificate was issued.
6. Parks alleged that the donation hadn’t been complied with and that the sale should be made in his favor. Therefore, he should
be declared as the absolute owner of the land, and to annul the transfer of property to the Province of Tarlac and to cancel
the transfer certificate.
7. The lower court dismissed the complaint.
DISPOSITIVE PORTION
Affirmed the appealed judgment
DOCTRINE
Condition precedent Is that the acquisition of the right is not effected while condition hasn’t been complied with.
Don Ramon Lopez Sr. donates some land to Central Philippine University on the condition that they use it for purposes of the school.
They didn’t do it. Lopez’s heirs now want to cancel the donation and have the land returned. Supreme Court says yes.
IMPORTANT PEOPLE
Don Ramon Lopez Sr. – Donor of the land. He is now dead.
Remedios Franco, Francisco N. Lopez, Cecilia P. VDA. De Lopez, Redan Lopez and Remarene Lopez – Heirs of the donor. (I don’t know
if Remedios Franco is also an heir. I just made an inference from the list of respondents.)
Central Philippine University – A school that does not know how to use land.
FACTS
1. Don Ramon Lopez Sr, a member of the Board of Trustees of the Central Philippine College (now Central Philippine University)
donated a parcel of land (Lot No. 3174-B-1 of subdivision plan Psd-1144) and a portion of land (Lot No. 3174-B) through Transfer
Certificate Title No. T-3910-A.
2. The donation had the following conditions.
a. That the land be used for a medical college with all the buildings to be part of the cuddiculum.
b. That the college not sell any of the land or let anyone else have it.
c. That the land be called Ramon Lopez Campus and that they put a cornerstone bearing that name. All income will be put in a
Ramon Lopez Campus fund and used for improvements.
3. Fifty years later sometime after the death of Lopez, his heirs now want to annul the donation, reclaim the land get damages
from CPU on the grounds that they did not comply with the conditions. (It is not clear in the case as to what they didn’t do, but it looks
like they didn’t build the school. I mean, it would be really silly if the issue was about that little cornerstone.)
4. CPU says the right of the respondents to file the action prescribed already and that they didn’t use the land for any other
purpose or sell it (Which probably means they didn’t use the land at all.)
5. The trial court ruled in favor of the heirs and declared it null and void ordering CPU to reconvey the land.
6. They filed with CA who remanded the case saying that the late Lopez didn’t mention when exactly the obligation was to be
complied with.
7. The case eventually found it’s way to Supreme Court.
Should CPU give the land back because they didn’t comply?
YES
Supreme Court concludes that the donation is onerous (lawyer talk for “involves heavy obligations), one executed for a valuable
consideration which is considered the equivalent of the donation.
Under Art. 1181 of the Civil Code, the acquisition of rights, as well as the extinguishment or loss of those already acquired shall depend
upon the happening of the event that constitutes the condition.
If Lopez wants them to build a school as a condition of his donation, then by all means they must build a school. The condition imposed
is a resolutory condition which in this case means if the condition is not complied with, the donation is revoked. It can’t be determined
what the period of compliance was, but Supreme Court says that fifty years is more than enough time for them to have built a school.
63
The court also mentions that in a gratuitous contract, doubts referring to incidental circumstances must be resolved in favor of the
least transmission of rights and interests.
DISPOSITIVE PORTION
WHEREFORE, the decition of the RTC of Iloilo, Br. 34, of 31 May 1991 is REINSTATED and AFFIRMED, and the decision of the Court of
Appeals of 18 June 1993 is accordingly modified. Consequently, petitioner is directed to reconvey to private respondents Lot No.
3174-B-1 of the subdivision plan Psd-1144 covered by Transfer Certificate of Title No. T-3910-A within thirty (30) days from the
finality of this judgement.
DOCTRINE
Resolutory conditions in contracts can give rise to the revoking of agreements when certain conditions are not complied with.
DISSENT
The decision is onerous considering the conditions, but the majority decision claims at one point that it is gratuitous, so which is it,
ponente?
Second, there is no conditional obligation. The conditions used here are of the definition from the law on donations, not obligations.
‘The word conditions in this article does not refer to uncertain events on which the birth or extinguishment of a juridical relation
depends, but is used in the vulgar sense of obligations or charges imposed by the donor on the done. It is used not in its technical or
strict legal sense but in its broadest sense.’
The condition isn’t resolutory. They are merely obligations imposed by Lopez, but not conditions upon which the contract is
dependent. Yes, they are obliged to fulfill them, but failure to do so doesn’t make the contract null.
There is also a need to fix the duration of time within which the conditions should be fulfilled.
The cause of action is also prescribed, so they shouldn’t be allowed to revoke it anyway.
_________________________________________________________________________________________________________
Kinds of Conditions: Resolutory (condition subsequent)
299 SCRA 695
Quijada v. CA
Martinez. J.
Petitioner as heirs of Trinidad Quijada, filed a complaint against respondents for the recovery of possession and ownership of land.
IMPORTANT PEOPLE
Trinidad Quijada, Regalado Mondejar, Ernesto & Rodolfo Goloran, Efren Guden
FACTS
1. The petitioners are the children of Trinidad Quijada who inherited from the late Pedro Corvera a 2-hectare parcel of land in
San Agustin Talacogon, Agusan del Sur.
64
2. Thereafter, on April 5, 1956 Trjnidad and her sisters and brother executed a conditional deed of donation of the land in favor
of the Municipality of Talacogon – the condition being that the land should be used solely and exclusively as part of the campus of the
high school that was supposed to be built.
3. However, the trial court found that despite donating the land, Trinidad remained in possession of it. And Trinidad verbally
sold the land to Regalado Mondejar without a written deed of sale and only evidenced by receipts of payments. Subsequently,
Mondejar also sold portions of the land to the Golorans and Guden.
4. In 1987, the Sangguniang Bayan of the municipality of Talacogon issued a resolution giving back the donation back to the
donors because the proposed school did not materialize.
5. On July 5, 1988, the heirs of Trinidad filed a case against Mondejar et al. alleging that the land still belongs to the municipality
and that the supposed sale is null and void.
6. The trial court found for the petitioners ruling that Trinidad did not have any legal right over the land to sell to Mondejar
because she donated it.
7. However the CA reversed the decision ruling that: the sale was valid as Trinidad retained an inchoate interest on the lot by
virtue of automatic reversion clause in the deed of donation.
DISPOSITIVE PORTION
WHEREFORE, by virtue of the foregoing, the assailed decision of the Court of Appeals is AFFIRMED.
DOCTRINE
Resolutory Conditions à extinguishes rights and obligations currently existing
_________________________________________________________________________________________________________
65
The petitioner Francisco Lao Lim is seeking the reversal of the ruling of the Court of Appeals regarding Lao Lim’s ejection suit
against the private respondent Benito Villavicencio Dy. Respondent had entered into a lease agreement with the petitioner for a period
of 3 years (1976-1979). After the expiration of the term, respondent refused to leave the premises which led to petitioner filing an
ejectment suit. The two then entered into a compromise agreement which allows the respondent to renew the lease every 3 years.
The lease continued until 1985; however, when respondent informed petitioner of his intention to renew the lease, petitioner
declined. Respondent refused to leave the premises, and petitioner once again filed an ejectment suit. The RTC and the CA ruled in
favor of the respondent, but this was overturned by the Court.
IMPORTANT PEOPLE
Francisco Lao Lim – lessor
Benito Villavicencio Dy - lessee
FACTS
1. Private respondent Benito Villavicencio Dy entered into a contract lease with petitioner Francisco Lao Lim for a period of
3 years—from 1976 until 1979.
2. After the expiration of the stipulated term, private respondent refused to vacate the premises, which led the petitioner
to file an ejectment suit.
3. The case was terminated by a judicially approved compromise with the following terms: “That the term of the lease shall
be renewed every three years retroacting from October 1979 to October 1982; after which the abovenamed rental shall
be raised automatically by 20% every three years for as long as defendant needed the premises and can meet and pay
the said increases, the defendant to give notice of his intent to renew sixty (60) days before the expiration of the term”
4. The lease continued until 1985. Respondent initially informed petitioner that he will no longer be renewing the lease;
however, respondent later on informed petitioner in writing of his intention to renew the contract of lease for another
term, commencing November, 1985 to October, 1988. Petitioner did not agree.
5. On January 1986, petitioner filed another ejectment suit because of the respondent’s refusal to vacate the premises.
6. The RTC dismissed the complaint on the grounds that (1) the lease contract has not expired, being a continuous one the
period whereof depended upon the lessee's need for the premises and his ability to pay the rents; and (2) the
compromise agreement entered into constitutes res judicata to the case before it.
7. The CA affirmed the RTC’s ruling.
● While it is true that a compromise agreement has the effect of res judicata this doctrine does not apply in the present case.
● Necessary elements in res judicata:
▪ Must be a final judgment
▪ The court which rendered it had jurisdiction over the subject matter and the parties
▪ It must be a judgment on the merits
▪ There must be identity between the two cases as to parties, subject matter and cause of action.
● In the case at bar, the fourth requisite is lacking. Although there is identity of parties, there is no identity of subject matter
and cause of action. The subject matter in the first ejectment case is the original lease contract while the subject matter in
the case at bar is the lease created under the terms provided in the subsequent compromise agreement. The lease executed
in 1978 is one thing; the lease constituted in 1982 by the compromise agreement is another.
DISPOSITIVE PORTION
WHEREFORE, the decision of respondent Court of Appeals is REVERSED and SET ASIDE. Private respondent is hereby ordered to
immediately vacate and return the possession of the leased premises subject of the present action to petitioner and to pay the
monthly rentals due thereon in accordance with the compromise agreement until he shall have actually vacated the same. This
judgment is immediately executory.
_________________________________________________________________________________________________________
b. As to cause or origin
i. potestative
ii. casual
NATELCO entered into contract with CASURECO II for the use in operation of its telephone service, electric light posts of CASURECO II
and in return, there will be free use of 10 telephone connections as long as NATELCO needs electric light posts. The contract will
terminate when they are forced to stop, abandon operation and remove light posts. After 10 years, CASURECO files for reformation
of contract with damages, not conforming to the guidelines of National Electrification Administration of reasonable compensation for
use of posts. Compensation is worth P10, but the consumption of telephone cables costs P2630 NATELCO, who used 319, without the
contract of P10 each, refused to pay. The latter barred by the prescription. SC rules that said contract eventually became unfair due
to increase in volume of subscribers without increase of telephone connections which are free of charge to CASURECO. ARTICLE 1267
is applicable, since the contract is subject to a potestative condition, the agreement is void.
IMPORTANT PEOPLE
- Naga Telephone Co., Inc. (NATELCO), telephone company
- Camarines Sur II Electric Cooperative, Inc. (CASURECO II), electric power service corporation
- Atty. Maggay
FACTS
1. November 1, 1977. The parties entered into a contract for the use by petitioners in the operation of its telephone service the
electric light posts of private respondent in Naga City. In consideration therefor, petitioners agreed to install, free of charge,
ten (10) telephone connections for the use by private respondent.
67
i. “For the use in operation of its telephone service, electric light posts of CASURECO II”.
ii. In return, free use of 10 telephone connections.
iii. Period: as long as NATELCO needs electric light posts, CASURECO understands that contract will terminate when they are
forced to stop, abandon operation and remove light posts.
1. January 2, 1989. After the contract had been enforced for over ten (10) years, CASURECO II filed on with the Regional Trial
Court of Naga City against petitioners for reformation of the contract with damages.
- Compensation is P10/posts but consumption of telephone cables costs P2630.
- NATELCO used 319 posts without any contract at P10.00; refused to pay.
- Poor servicing- damage not less than P100,000.
1. NATELCO’s Answer:
i. No cause of action for reformation of contract.
ii. Barred by prescription (10 years execution of contract)
iii. Barred by estoppel.
iv. Utilization could not have cause deterioration because already used for 11 years.
v. Value of expenses been equal to use of telephone lines.
1. May 28, 1992. CA affirmed the decision of the trial court but based on different grounds to wit: (1) that Article 1267 of the
New Civil Code is applicable and (2) that the contract was subject to a potestative condition which rendered said condition
void.
2. September 10, 1992. The motion for reconsideration was denied. Hence, this petition.
1. Is the period of contract, “as long as the party of the first part has need for electric light posts…” potestative? YES.
DISPOSITIVE PORTION
Petition denied. CA decision is affirmed.
Petitioners’ allegations must be upheld in this regard. A potestative condition is a condition, the fulfillment of which depends upon
the sole will of the debtor, in which case, the conditional obligation is void.Based on this definition, respondent court’s finding that
the provision in the contract, to wit:
“(a) That the term or period of this contract shall be as long as the party of the first part (petitioner) has need for the electric light
posts of the party of the second part (private respondent) x x x.” is a potestative condition, is correct. However, it must have overlooked
the other conditions in the same provision, to wit:
“x x x it being understood that this contract shall terminate when for any reason whatsoever, the party of the second part (private
respondent) is forced to stop, abandoned (sic) its operation as a public service and it becomes necessary to remove the electric light
post (sic);” which are casual conditions since they depend on chance, hazard, or the will of a third person.
In sum, the contract is subject to mixed conditions, that is, they depend partly on the will of the debtor and partly on chance, hazard
or the will of a third person, which do not invalidate the aforementioned provision. Nevertheless, in view of our discussions under the
first and second issues raised by petitioners, there is no reason to set aside.
_________________________________________________________________________________________________________
Art. 1182 (As to cause or origin)
G.R. No. 4437
Osmena v Rama
Sept 9, 1909
Johnson, J.
Old case showing that if condition is based on the sole will of debtor, condition is voided and thus will take effect like a pure
obligation.
IMPORTANT PEOPLE
Tomas Osmena as the plaintiff-appellee
FACTS
1. Victoriano Osmena and the defendant executed a contract
a) Rama from Cebu will pay Osmena 200 pesos for sugar in January or February of coming year at price ruling the day
of delivery to warehouse at half cuartillo per month on each peso
b) If not paid in full, a balance struck at end of each June with interest
c) Will sell all the sugar harvested to Osmena as guarantee security of present and future property
d) Special security the house with tile roof and ground floor of stone (where he lives)
69
DISPOSITIVE PORTION
We are satisfied, from all of the evidence adduced during the trial, that the judgment of the lower court should be affirmed.
So ordered.
DOCTRINE
Art 1115 CC; Art 1182 NCC – Conditions relying on sole will of the debtor or obligor is void.
_________________________________________________________________________________________________________
As to cause or origin
L-5267
Hermosa v Longara
Labrador
Epifanio Longara was claiming against the testate estate of Fernando Hermosa, Sr. on the basis that the latter asked for credit
advances on condition that the latter’s property in Spain was sold and he receive money derived from the sale. The court ruled that
this is a potestative and a casual condition since its fulfillment is dependent not only on the will of the debtor (he can decide when to
sell), but the will of a third party (still dependent if anyone would buy).
IMPORTANT PEOPLE
Francisco Hermosa, Sr., Epifanio Longara, Luz Hermosa
FACTS
1. He claims P2,341.41 representing credit advances made to the intestate from 1932-1944, P12,924.12 made to his son
Francisco Hermosa, and P3,772 made to his grandson, Fernando Hermosa, Jr. from 1945 to 1947, after the death of the
intestate, which occurred in Dec 1944.
2. CA found that the intestate had asked for the said credit advances for himself and for the members of his family “on
condition that their payment should be made by Fernando Hermosa, Sr. as soon as he receive funds derived from the
sale of his property in Spain."
70
3. CA held that payment of the advances did not become due until the administratrix (Luz Hermosa) received the sum of
P20,000 from the buyer of the property.
DISPOSITIVE PORTION
Judgment affirmed in so far as it approves the claims of appellee in the amounts of P2,341 and P12,942.12, and reversed as
to that of P3,772.
DISSENTS
Paras: Concurring and dissenting:
● Concurs in reversing judgment allowing claim for P3,772, but dissents as it afirms the appealed jugment approving
appellee’s other claims
● The condition to pay the advances was condicion potestiva and therefore null and void in accordance with art 1115
of the Civil Code because it is very obvious that the matter of the sale of the house rested on the sole will of the
debtor
● Under the condition imposed by Fernando Hermosa, Sr., it is immaterial whether or not he had already decided to
sell his house, since there is no pretence that acceptable conditions of the sale had been made the subject of an
agreement, such that if such conditions presented themselves the debtor would be bound to proceed with the sale.
● As the condition above referred to is null and void, the debt resulting from the advances made to Fernando Hermosa,
Sr. became either immediately demandable or payable within a term to be fixed by the court, but action has
prescribed after the lapse of 10 years.
● Does not agree that it is a mixed condition because in the absence of any contract setting forth the minimum or
maximum terms which would be acceptable to the debtor, nobody could legally compel Fernando Hermosa, Sr. to
make any sale.
_________________________________________________________________________________________________________
Mixed Conditional Obligations
G.R. No. L-16109
71
Taylor was contracted by Tan Liuan and Co to become the superintendent of the respondents’ oil factory. However, Taylor’s contract
was subject to a stipulation which states that if the machinery for the proposed factory does not arrive within 6 months, then the
employment contract can be cancelled. The machinery did not arrive, leading for the respondents to cancel the contract and for Taylor
to file an action to recover damages.
FACTS
1. On December 12, 1918, Taylor contracted his services to Tan Liuan and Co, the company of the respondents. The
petitioner was hired to potentially become the superintendent of an oil factory.
a. The period of the contract was for over 2 years with a salary of P600 per month in the 1st year and P700 per
month during the second. In addition to this, he also received electric light and water for domestic consumption,
and a residence to live in for P60 per month.
2. However, the machinery for the contemplated factory had not been acquired, even though ten expellers had been
ordered from the United States. The arrival of the machines is one of the stipulations inserted in the contract:
a. “It is understood and agreed that should the machinery to be installed in the said factory fail, for any reason, to
arrive in the city of Manila within a period of six months from date hereof, this contract may be cancelled by the
party of the second part at its option, such cancellation, however, not to occur before the expiration of such six
months.”
3. The machinery did not arrive in the city of Manila within the six months succeeding the making of the contract; nor was
other equipment necessary for the establishment of the factory at any time provided by the defendants.
a. The reason for this probably due to the fact that the defendants, in the first months of 1919, seeing that the oil
business no longer promised large returns, either cancelled the order for the machinery from choice or were
unable to supply the capital necessary to finance the project.
4. This led for the respondents to avail of the option given in the clause, deciding to rescind the contract.
5. Thus, the plaintiff thereupon instituted this action to recover damages in the amount of P13,000.
6. However, the CFI only gave the plaintiff P300. Hence this appeal.
d. A condition at once facultative and resolutory may be valid even though the condition is made to depend upon
the will of the obligor.
i. If it were apparent that the defendants were under a positive obligation to cause the machinery to
arrive in Manila, they would of course be liable. The contract, however, expresses no such positive
obligation, and its existence cannot be implied in the fact of stipulation, defining the conditions under
which the defendants can cancel the contract.
DISPOSITIVE PORTION
The judgment appealed from will be modified by declaring that the defendants shall pay to the plaintiff the sum of P360, instead of
P300, as allowed by the lower court, and as thus modified the judgment will be affirmed with interest from November 4, 1919, as
provided in section 510 of the Code of Civil Procedure, and with costs. So ordered.
DOCTRINE
A condition at once facultative and resolutory may be valid even though the condition is made to depend upon the will of the
obligor.
_________________________________________________________________________________________________________
Conditional obligations; As to cause or origin; Mixed
No. 16570
Smith, Bell & Co. vs Sotelo Matti
Romualdez, J.
Smith, Bell Co. entered into contract with Vicente Sotelo where the former agreed to sell certain items and the latter agreed to
purchase. When the shipments arrived, Sotelo refused to pay as the items’ arrivals were late. The court held that the contract was
conditional as it was dependent on the US gov’s regulations. The plaintiff did all in his power to deliver the items and so it they could
not have been said to have incurred delay.
With regard to the class syllabus, this conditional obligation is mixed, meaning it partly depended on the will of a party (plaintiff
company) and partly on the chance or will of a stranger (US government).
IMPORTANT PEOPLE
Vicente Sotelo (defendant)
Smith, Bell Co. (plaintiff, juridical person)
FACTS
1. In August 1918, the plaintiff corporation and the defendant, Sotelo entered into contract
where the plaintiff corporation sells and Sotelo purchases
a. Two steel tanks for P21,000 total to be shipped from New York to Manila within three or four months
b. Two expellers for P25,000 each to be shipped from San Francisco in the month of September 1918 or as soon as
possible
c. Two electric motors for P2,000 each with “approximate delivery within 90 days – This is not guaranteed”
2. The tanks arrived on April 27, 1919, the expellers on October 26, 1918, and the motors
on February 27, 1919.
3. Plaintiff corporation notified defendant of the arrival, but the latter refused to receive
them and pay the prices. For this, the plaintiff corporation brought suits against the defendant
73
4. In their Answer, the defendant and Intervenor Manila Oil Refining and By-products Co.
(of which Sotelo was said to be a manager) denied the allegations of plaintiff. It alleged that the products were not in
good condition, and that Mr. Sotelo had made the contracts as manager of the Intervenor and that it was only on May
1919 that the tanks had arrived, the motors and expellers having arrived incomplete and long after the date stipulated.
It further alleged that it suffered damages in the sums of P116,783.91 and P21,250 due to the delay and non-delivery.
5. The court below absolved the defendants insofar as the tanks and motors were
concerned, but ordered them to receive the expellers and pay the plaintiff P50,000 with legal interest for the item.
1. WON, under the contract, the plaintiff has fulfilled, in due time, its obligation to bring the
goods to Manila. YES.
“To be delivered within 3 or 4 months. The promise or indication of shipment carries with it absolutely no
obligation on our part the exigencies of requirements of the US government, or a number of causes may act
to entirely vitiate the indication of shipment as stated. In other words, the order is accepted on the basis of
shipment at Mill’s convenience, time of shipment being merely an indication of what we hope to accomplish.”
“The following articles to be shipped at San Francisco within the month of September 1918 or as soon as
possible”
“Approximate delivery within 90 days. This is not guaranteed. This sale is subject to our being able to obtain
Priority Certificate, subject to the US gov requirements and also subject to confirmation by manufacturers.”
On all contracts, there is this clause:
“The sellers are not responsible for the delays caused by fires, riots on land or on the sea, strikes or other
causes known as Force Majeure entirely beyond the control of sellers or their representatives.”
The reason these clauses were inserted was because the contracts were executed during the world war when transport was difficult,
the US government being strict with transport and regulation during that time.
Given these clauses, the Supreme Court concluded that the obligation must be regarded as conditional because the terms do not fix
the date of arrival or whether the items would be brought to Manila or not. It was up to conditions set by US government. Hence, the
fulfillment of the obligations were dependent on third persons who could not be compelled to fulfill the condition.
74
In cases like this, the obligors part is deemed to have been sufficiently performed if he has done all in his power even if the condition
has not ben fulfilled in reality. In the case at hand, the plaintiff has sufficiently proven that it has made all the efforts it could
possibly be expected to under the circumstances.
“As soon as possible” does not necessitate that the seller must stop all his work to devote himself to that order. But he must act with
reasonable diligence or without unreasonable delay.
“Delivery within a reasonable time” depends on the circumstances attending the transaction such as the character and purpose of the
goods, ability of seller to produce, facilities for transport, distance of transport, etc. The court holds that the plaintiff company brought
the goods to Manila within a reasonable time and is therefore could not have incurred liabilities mentioned by intervenor.
Sotelo entered into contract in his individual capacity and in his own name. If he transacts in the name of a principle, he must state
that fact in the contract.
DISPOSITIVE PORTION
Wherefore, the judgement appealed from is modified, and the defendant Mr. Vicente Sotelo Matti, is sentenced to accept and receive
from the plaintiff the tanks, the expellers, and the motors in question, and to pay the plaintiff the sum of P96,000, with legal interest
thereon from July 17, 1919, the date of the filing of complaint, until fully paid, and the cost of both instances. So ordered.
DOCTRINE
In conditional obligations, such as where it the fulfillment is dependent on the will of a third person who cannot be compelled to act,
the obligors part is deemed to have been sufficiently performed if he has done all in his power even if the condition has not ben
fulfilled in reality.
A conditional obligation is mixed, if it partly depends on the will of a party and partly on the chance or will of the stranger.
_________________________________________________________________________________________________________
Mixed Conditional Obligations
G.R. No. L-70789
Rustan Pulp and Paper Mills vs. IAC
Melo
A paper mill started operations and executed a contract with a supplier with the condition that the paper mill has the right to stop
accepting deliveries whenever the supply was sufficient. The paper mill exercised that right, but continued accepting periodic
deliveries from other suppliers, leading for respondent Lluch to file a complaint.
FACTS
1. In 1966, petitioner Rustan established a pulp and paper mill in Baloi, Lanao del Norte.
2. March 20, 1967, respondent Lluch, who is a holder of a forest products license, gave a letter to petitioner Rustan asking
to be its supplier of raw materials.
3. This led to the execution of a contract on April 1968, where the respondent agreed to sell for a price of P30.00 per cubic
meter of pulp wood raw materials.
4. This contract included several stipulations including:
75
a. “That BUYER shall have the option to buy from other SELLERS who are equally qualified and holders of
appropriate government authority or license to sell or dispose, that BUYER shall not buy from any other seller
whose pulp woods being sold shall have been established to have emanated from the SELLER'S lumber and/or
firewood concession. . . . And that SELLER has the priority to supply the pulp wood materials requirement of the
BUYER;
b. That the BUYER shall have the right to stop delivery of the said raw materials by the seller covered by this
contract when supply of the same shall become sufficient until such time when need for said raw materials shall
have become necessarily provided, however, that the SELLER is given sufficient notice.”
5. During the test run of the pulp mill, the machinery line thereat had major defects while deliveries of the raw materials
piled up, which prompted the recommendation for the stoppage of deliveries.
6. This led for Rustan to send a letter which informed suppliers to stop deliveries, including its main business partner Lluch,
leading for the latter to file a complaint.
7. On January 23, 1969, the court of origin dismissed the complaint but at the same time enjoined petitioners to respect
the contract of sale
8. Hence this appeal
WHEREFORE, the decision appealed from is hereby MODIFIED in the sense that only petitioner Rustan Pulp and Paper Mills is ordered
to pay moral damages and attorney's fees as awarded by respondent Court.
DOCTRINE
A purely potestative imposition of this character should be obliterated from the contract without affecting the rest of the
stipulations considering that the condition relates to the fulfilment of an already existing obligation and not to its inception.
76
_________________________________________________________________________________________________________
KINDS OF CONDITIONS - MIXED
G.R. No. 107207
Romero vs. CA
Vitug, J.
Petitioner and respondent execute a Deed of Conditional Sale, the condition being that respondent uses petitioner’s Php 50K
advance to evict squatters on the property. Respondent wins the ejectment case but files a petition for recission (she realizes she
wants to keep the property), which the CA grants. Petitioner appeals to the SC and wins.
IMPORTANT PEOPLE
Virgilio Romero – petitioner; buyer
Enriqueta Chua vda. de Ongsiong – private respondent; vendor
FACTS
1. 1988: Petitioner and his partners decided to put up a warehouse in Metro Manila, making it known to several real estate
brokers.
2. Alfonso Flores and his wife, with a broker, offered petitioner a parcel of land measuring 1,952 sq.m. in Paranaque. It was
covered by TCT No. 361402 in the name of respondent.
● Petitioner found the lot suitable except for the presence of squatters. Flores gave him an offer: if he made an
advance of Php 50K (to be used in an ejectment case against the squatters), respondent would agree to sell the
property for only Php 800 pero square meter.
3. Petitioner agreed, and a Deed of Conditional Sale was executed between him and respondent.
4. Following the agreement, respondent filed an ejectment case against the squatters in the said property with the MeTC
of Paranaque.
● Judgment was rendered ordering them to vacate the premises. The MeTC later suspended the execution of the
judgment to give the squatters time to relocate.
● However, this was already past the 60-day period for the eviction stipulated in the Deed of Conditional Sale
between petitioner and respondent. Respondent then sought to return the Php 50K petitioner gave, saying she
failed to evict the squatters, and she wants to retain the property. The deed of sale was nullified.
● Petitioner’s counsel then disagreed and said that
5. Respondent then filed a petition for recission of the Deed of Conditional Sale, which was granted by the CA. Petitioner
appealed.
o Private respondent’s failure “to remove the squatters from the property” within the stipulated period
gives petitioner the right to either refuse to proceed with the agreement or waive that condition
under Art. 1545. This option clearly belongs to petitioner, not to private respondent, because he is
the injured party.
● There was no potestative condition on the part of Ongsiong but a “mixed” condition “dependent not on the
will of the vendor alone but also of third persons like the squatters and government agencies and personnel
concerned.”
DISPOSITIVE PORTION
Petition granted. CA decision reversed and set aside. Petitioner is ordered to pay private respondent the balance of the
purchase price, and respondent to execute a deed of sale in favor of petitioner.
DOCTRINE
Mixed condition
_________________________________________________________________________________________________________
Kinds of Condition - As to Possibility - Impossible
198 SCRA 300
Roman Catholic Archbishop of Manila v Court of Appeals
J. Regalado
IMPORTANT PEOPLE
Eusebio de Castro, Martina Rieta – Donor
Roman Catholic Archbishop of Manila (RCAM) - donee
FACTS
1. In 1930, spouses Eusebio de Casto and Martina Rieta (now both deceased), executed a deed of donation in favor of the
Roman Catholic Archbishop of Manila (RCAM) covering a parcel of land, with an area of 964 sq meters, in Kawit, Cavite.
a. The deed of donation had a condition: the donee shall not dispose/sell the property for a period of 100 years
from the execution of the deed of donation. Violation thereof will render the contract null and void and would
revert the property to the estate of the donors.
2. In 1980, the Bishop of Imus, who administered all properties of RCAM in Cavite, sold the property to spouses Ignao for
P114,000.
3. Respondents, representing the deceased couple De Castro and Rieta, filed a complaint for nullification of deed of
donation, rescission of contract and reconveyance of real property with damages against spouses Ignao.
4. The Ignaos and RCAM both filed a motion to dismiss saying that the respondents have no cause of action, no legal capacity
to sue, that the complaint states no cause of action and that the cause of action has prescribed.
5. RTC dismissed the respondents’ complaint. Respondents appealed to CA and rendered a decision in their favor. Ignaos
and RCAM filed MRs but was denied by the CA.
ii. Art. 1306 provides that parties are authorized to establish conditions not contrary to law, morals, good
customs, public order, public policy. Automatic revocation of a deed of donation, without judicial
action, is valid.
iii. Art. 1144 (1) should be applied – an action to enforce a written contract prescribes in 10 years. In this
case, it has only been a little over 4 years when the respondents filed the complaint.
2. W/N the respondents have a cause of action. NO.
a. Respondents’ claim: cause of action is based on the resolutory condition (don’t sell it until after 100 years) in
the deed of donation.
b. SC: The condition is an undue restriction on the rights arising from the ownership of the petitioners and is
contrary to public policy.
i. Donation – transfers the property from donor to donee and thus, the donee becomes the absolute
owner of the property. The donor may impose conditions as long as they are not contrary to law,
morals, good customs, public policy, public order (see Art. 1306).
ii. Prohibition against alienation must not be for an unreasonable period of time. Art 494 allows
prohibition against partition for 20 years. Art 870 declares that stipulations declaring the estate
inalienable for more than 20 years are void.
iii. The prohibition against alienation of the property for 100 years is an impossible condition under Art.
727.
DISPOSITIVE PORTION
Judgement of respondent court is set aside. Case dismissed.
DOCTRINE
Art 494 allows prohibition against partition for 20 years. Art 870 declares that stipulations declaring the estate inalienable for
more than 20 years are void. Art. 727 states that impossible conditions are considered as not imposed.