EDCA PUBLISHING v. SPS.

LEONOR AND GERARDO SANTOS

263 Phil. 560

FACTS: Pedro Roman, the owner of the schooner Sta. Maria and Andres Grimalt had been negotiating for several days
for the purchase of the schooner. They agreed upon the sale of the vessel for the sum of P1500 payable on three
installments, provided the title papers to the vessel were in proper form. The sale was not perfected and the purchaser
did not consent to the execution of the deed of transfer for the reason that the title of the vessel was in the name of
one Paulina Giron and not in the name of Pedro Roman. Roman promised however, to perfect his title to the vessel
but he failed to do so. The vessel was sunk in the bay in the afternoon of June 25, 1904 during a severe storm and
before the owner had complied with the condition exacted by the proposed purchaser. On the 30th of June 1904,
plaintiff demanded for the payment of the purchase price of the vessel in the manner stipulated and defendant failed
to pay.

ISSUE: Whether there was a perfected contract of sale and who will bear the loss.
HELD:

There was no perfected contract of sale because the purchase of which had not been concluded. The conversations
had between the parties and the letter written by defendant to plaintiff did not establish a contract sufficient in itself
to create reciprocal rights between the parties.
If no contract of sale was actually executed by the parties the loss of the vessel must be borne by its owner and not
by the party who only intended to purchase it and who was unable to do so on account of failure on the part of the
owner to show proper title to the vessel and thus enable them to draw up contract of sale.
 Roman vs. Grimalt
6 Phil 96
April 1906

FACTS:

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

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

ISSUE:

Who should bear the risk of loss?

COURT RULING:

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