DIMITIMAN, Irish Dale Louise M.

A.

1. It is a construction contract denominated as Agreement for the Execution of Builder's Work

for the EDSA Shangri-la Hotel Project. Among other things, the contract stipulated for the
payment of the contract price on the basis of the work accomplished as described in the
monthly progress billings. Under this arrangement, BF shall submit a monthly progress billing
to ESHRI which would then re-measure the work accomplished and prepare a Progress
Payment Certificate for that month's progress billing.

2. There is a need to submit progress billings because these are invoices that are submitted
primarily used for long-term projects for large-scale construction industries. In the contract,
the manner of payment agreed upon was that BF shall submit a monthly progress billing to
ESHRI which would then re-measure the work accomplished and prepare a Progress
Payment Certificate for that month's progress billing.

3. ESHRI questioned the admission into evidence of Progress Billing Nos. 14 to 19 that BF
Corp. ought to have laid the basis for the presentation of the photocopies as secondary
evidence before the court admitted the evidence.

4. The best evidence denotes that the original of a writing must, as a general proposition, be
produced and secondary evidence of its contents is not admissible except where the original
cannot be had. Secondary evidence of the contents of a written instrument or document
refers to evidence other than the original instrument or document itself.18 A party may
present secondary evidence of the contents of a writing not only when the original is lost or
destroyed, but also when it is in the custody or under the control of the adverse party. In
either instance, however, certain explanations must be given before a party can resort to
secondary evidence. In our view, the trial court correctly allowed the presentation of the
photocopied documents in question as secondary evidence. Any suggestion that BF failed to
lay the required basis for presenting the photocopies of Progress Billing Nos. 14 to 19
instead of their originals has to be dismissed.

5. The laying-the-basis requirement is the basis for admitting testimony or evidence into
evidence. Laying a foundation establishes the qualifications of a witness or the authenticity
of evidence. Defending the action of the courts below in admitting into evidence the
photocopies of the documents aforementioned, BF explained that it could not present the
original of the documents since they were in the possession of ESHRI which refused to hand
them over to BF despite requests.

B.

1. Petitioner Seaoil Petroleum Corporation purchased one unit of ROBEX 200 LC Excavator, Model
1994 from respondent Autocorp Group. The sales agreement was embodied in the Vehicle Sales
Invoice No. A-0209 and Vehicle Sales Confirmation No. 258. Seaoil issued 12 checks as payment
therefor; however 10 checks were not honored by the bank since Seaoil requested that payment be
stopped. Autocorp filed a complaint for recovery of personal property with damages and replevin in
the Regional Trial Court.

2. Seaoil claims that Seaoil and Autocorp were only utilized as conduits to settle the obligation of
one foreign entity named Uniline Asia, in favor of another foreign entity, Focus Point International,
Incorporated. The real transaction is that Uniline, through Rodriguez, owed money to Focus. In lieu
of payment, Uniline instead agreed to convey the excavator to Focus. This was to be paid by checks
issued by Seaoil but which in turn were to be funded by checks issued by Uniline.

3. The Petitioner does not question the validity of the vehicle sales invoice but merely argues that
the same does not reflect the true agreement of the parties. However, petitioner only had its bare
testimony to back up the alleged arrangement with Rodriguez. The parol evidence rule is not
applicable in this case. Although parol evidence is admissible to explain the meaning of a contract, it
cannot serve the purpose of incorporating into the contract additional contemporaneous conditions
which are not mentioned at all in the writing unless there has been fraud or mistake. Evidence of a
prior or contemporaneous verbal agreement is generally not admissible to vary, contradict or defeat
the operation of a valid contract. The Vehicle Sales Invoice is the best evidence of the transaction.
The terms of the subject sales invoice are clear. They show that Autocorp sold to Seaoil one unit
Robex 200 LC Excavator paid for by checks issued by one Romeo Valera.