MARIMPERIA v.

CA
G.R. No. L-40234 December 14 1987 Paras Hermosisima
petitioners Marimperio Compania Navaria SA
responden CA, Union import and Export Corporation and Philippine Traders Corp
ts
summary Marimperia entered into a Union Time Charter (Charter Agreement) with Interocean, with
the latter not knowing that it is Union and PH traders who will be the ones to use
Marimperia’s ship. When PH and Union did not pay Marimperia on time, the latter
extrajudicially rescinded their charter agreement, forcing PH and Union to look for
another ship, delaying their shipments. They thus sued Marimperia for specific
performance. The lower court held for them. SC reversed. Here, Marimperia entered into a
contract with Interocean, not PH and Union. Thus, under 1311, the contract only takes
effect between the parties who made it. Although interocean may sublet the ship, it was
done without the consent of Marimperia. Also, if it sublet, it will give rise to another lease
agreement which does not affect Marimperia. Although Marimperia, under the law of
lease, can sue the sublessees, no law gives the sublessees the right to sue the original lessor

facts of the case

- In 1964 Philippine Traders (PH Traders) and Union Import (Union) entered into a joint business
venture for the purchase of copra from Indonesia for sale in Europe. They commissioned one Exequiel
Toeg of Interocean to look for a vessel and he found the vessel SS Paxoi, owned by petitioner
Marimperio. Toeg was instructed by Ph Traders and Union to hide the identity of the real parties to the
charter
- Thus a uniform time charter was entered into on March 1965 between Marimperio and Interocean
(which was made to appear as charterer although it was really Ph Traders and Union)
- Thus, Ph and Union offered to buy from one Karkam of Indonesia 4,’’’ tons of copra for $180/ton.
Marimperia was supposed to be the one go get the copra but PH Traders and Union were however in
default in their payments. They were late in giving money for the 15-day hires from March 27-April 1
1965 (they only gave money on April 6) and from April 12-27 1965
- Although the late payments were received, Marimperia’s representative informed Interocean (who was
again acting for PH and Union) that they were withdrawing the vessel from their service in accordance
with Clause 6 of the Charter Party. After this notice of withdrawal, Marimperia refused to receive the
payments for the 3rd 15-day hire
o ”In default of payment of the Owners to have the right of withdrawing the vessel from the
services of the Charterer, without noting any protest and without interference by any court or
any formality whatsoever and without prejudice the owners may otherwise have on the
Charterer under the Charter”
- That is why Ph and Union were forced to enter into another charter agreement with another company
- Union and PH then field with the CFI a complaint for specific performance with prayer for preliminary
attachment. Marimperia, in its defense, stated that the party it entered into a Charter Agreement with,
Interocean, was not a party to the complaint. It averred that it had no relationship whatsoever with PH
and Union.
o It said that the charter agreement did not authorize a sub-charter of the SS Paxoi to other
parties. Even if it was allowed, it was done without its knowledge, and therefore not binding
- That is why Interocean filed a complaint-in-intervention to collect what it claims to be its loss by
income.
- The lower court 1st ruled for Marimperia, but on MR, it ordered Marimperia to return to PH and Union
the payments it made for the 15-day hires.

1
 - CA affirmed

issue
Whether PH and Union have the legal capacity to bring the suit for specific performance based on the charter
party. NO
Whether the default of the Charterer in the payment of the charter hire within the time agreed upon gives
Marimperia the right to rescind the charter arty extrajudicially. YES

Ratio
1st Issue: Nope, they cant sue Marimperia
- According to Article 1311 of the Civil Code, a contract takes effect between the parties who made it,
and also their assigns and heirs, except in cases where the rights and obligations arising from the
contract are not transmissible by their nature, or by stipulation or by provision of law.
- Since a parties may be violated only by the parties, the real parties in interest, must be parties to said
contract.
- In this case, the parties to the charter agreement were Marimperia and Interocean. Unknown to
Merimperia, interocean then sublet the vessel to Union which in turn sublet it to PH Traders. The
Union Time Charter (Charter Agreement) however provided that INterocean can sublet it, but it must
notify Marimperia of such fact.
- The SC held that this contemplates a contract of sub-lease. In a sub-lease, there are two leases and two
distinct judicial relation. The sub-lessee’s relation is only with the original lessee, and thus generally
does not have any direct action against the lessor.
- Although the civil code provides two instances wherein the lessor can file an action against the
sublessee, no provision of law allows the sublessee to maintain an action against the original lessor.
- According to Article 1883 of the Civil Code:
If an agent acts in his own name, the principal has no right of action against the persons with
whom the agent has contracted; neither have such persons against the principal
In such case the agent is the one directly bound in favor of the person with whom he has
contracted, as if the transaction were his own, except when the contract involves things belonging to
the principal
2nd Issue: Obvious
- A contract is the law between the contracting parties. Since Clause 6 provided that Marimperia can
rescind the charter extra-judicially in case of default, then it was correct in rescinding the contract in
this case.