June 1978 - Philippine Supreme Court Decisions/Resolutions
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G.R. Nos. L-21901 and L-21996 June 27, 1978 - REPARATIONS COMMISSION v. UNIVERSAL DEEP-SEA FISHING CORPORATION, ET AL.:
SECOND DIVISION
[G.R. Nos. L-21901 and L-21996. June 27, 1978.]
REPARATIONS COMMISSION, Plaintiff-Appellants, v. UNIVERSAL DEEP-SEA FISHING CORPORATION and MANILA SURETY AND FIDELITY CO., INC., Defendants-Appellants.
MANILA SURETY & FIDELITY CO., INC., third-party plaintiff-appellee, v. PABLO S. SARMIENTO, third-party defendant-appellant.
SYNOPSIS
The Reparations Commission awarded six (6) trawl boats to the Universal Deep-Sea Fishing Corporation (Universal, for short) which were delivered two at a time, each delivery being covered by a Contract of Conditional Purchase and Sale providing for identical schedules of payments — the first installment representing 10% of the total cost was to be paid 24 months after delivery and the balance of the total cost to be paid in ten (10) equal installments, which, in the schedule were numbered as "1", "2", "3", etc., the first of which was due one year after the first installment. When the Reparations Commission sued Universal and its surety to recover various amounts of money due under the constracts, they claimed that the amounts were not yet due and demandable. Universal alleged that there was an obscurity in the terms of the contracts in question which was caused by the plaintiff as to the amounts and due dates of the first installments which should have been first fixed before the creditor could demand its payment from the debtor, specifically referring to the schedule of payments which allegedly indicated two (2) due dates for the payment of the first installment.
The Supreme Court found the terms of the contracts clear and left no doubt as to the intent of the contracting parties that the first installment due 24 months after delivery was different from the the first ten (10) equal yearly installment of the balance of the purchase price (which are not designated as "first", "second", "third", etc., installments).
The Supreme Court found the terms of the contracts clear and left no doubt as to the intent of the contracting parties that the first installment due 24 months after delivery was different from the the first ten (10) equal yearly installment of the balance of the purchase price (which are not designated as "first", "second", "third", etc., installments).
SYLLABUS
1. CONTRACTS; INTERPRETATION; CASE AT BAR. — Where the schedule of payments specifically provides that he first installment representing 10% of the purchase price shall be paid within 24 months from the date of complete delivery of the goods purchased and the balance to be paid in ten (10) equal yearly installments on the balance of the purchase price is different from the first installment representing 10% of the purchase price. Moreover, where the schedule of payments specifically designates a payment representing 10% of the purchase price as a "first installment" and the subsequent payments representing the balance of the purchase price are not designated as the "first", "second", "third", etc., installments but are numbered as "1", "2", "3", etc., it cannot be claimed that there is obscurity in the terms of the contract as to the amounts an due dates of the first installment.
2. ACTIONS; RECOVERY OF MONEY DUE ON CONTRACTS NOT PREMATURE. — An action to recover various amounts of money due on a contract filed after the expiration of the specified due dates of said amounts is not an action filed prematurely.
3. SURETYSHIP; INDEMNITY AGREEMENT; PAYMENT OF PREMIUMS ON THE BOND. — The pemium is the consideration for furnishing a performance bond and the obligation to pay the same subsists for as long as the liability of the surety exists.
4. OBLIGATIONS AND CONTRACTS; APPLICABILITY OF ARTICLES 1252 TO 1254 OF THE NEW CIVIL CODE. — The rules contained in Articles 1252 to 1254 of the Civil Code apply to a person owing several debts of the same kind to a single creditor. They cannot be made applicable to a person whose obligation as a mere surety is both contingent and singular, which in this case is the full and faithful compliance with the terms of the contract of conditional purchase and sale of reparations goods. The obligation included the payment, not only of the first installment in the amount of P53,643.00, but also of the ten (10) equal yearly installments of P56,597.20 per annum. The amount of P10,000.00 was, indeed, deducted from the amount of P53,643.00, but then the first of the ten (10) equal yearly installments had also accrued; hence, no error was committed in holding the surety company to the full extent of its undertaking.
5. ID.; EXTENT OF LIABILITY OF PERSON SIGNING IN DUAL CAPACITY. — An acting general manager of a company who appears to have signed an indemnity agreement twice; first, in his capacity as acting general manager, and second, in his individual capacity, is personally liable on the contract as an indemnitor, more particularly where the acknowledgment states that he "for himself and on behalf" of the company personally appeared before the notary and acknowledged that the amount is his own free and voluntary act and deed.
2. ACTIONS; RECOVERY OF MONEY DUE ON CONTRACTS NOT PREMATURE. — An action to recover various amounts of money due on a contract filed after the expiration of the specified due dates of said amounts is not an action filed prematurely.
3. SURETYSHIP; INDEMNITY AGREEMENT; PAYMENT OF PREMIUMS ON THE BOND. — The pemium is the consideration for furnishing a performance bond and the obligation to pay the same subsists for as long as the liability of the surety exists.
4. OBLIGATIONS AND CONTRACTS; APPLICABILITY OF ARTICLES 1252 TO 1254 OF THE NEW CIVIL CODE. — The rules contained in Articles 1252 to 1254 of the Civil Code apply to a person owing several debts of the same kind to a single creditor. They cannot be made applicable to a person whose obligation as a mere surety is both contingent and singular, which in this case is the full and faithful compliance with the terms of the contract of conditional purchase and sale of reparations goods. The obligation included the payment, not only of the first installment in the amount of P53,643.00, but also of the ten (10) equal yearly installments of P56,597.20 per annum. The amount of P10,000.00 was, indeed, deducted from the amount of P53,643.00, but then the first of the ten (10) equal yearly installments had also accrued; hence, no error was committed in holding the surety company to the full extent of its undertaking.
5. ID.; EXTENT OF LIABILITY OF PERSON SIGNING IN DUAL CAPACITY. — An acting general manager of a company who appears to have signed an indemnity agreement twice; first, in his capacity as acting general manager, and second, in his individual capacity, is personally liable on the contract as an indemnitor, more particularly where the acknowledgment states that he "for himself and on behalf" of the company personally appeared before the notary and acknowledged that the amount is his own free and voluntary act and deed.
D E C I S I O N
CONCEPCION, JR., J.:
Appeal of the defendant Universal Deep-Sea Fishing Corporation, defendant and third-party plaintiff Manila Surety and Fidelity Co., Inc., and third-party defendant Pablo Sarmiento from the decision of the Court of First Instance of Manila, the dispositive portion of which reads as follows:jgc:chanrobles.com.ph
"WHEREFORE, judgment is rendered as follows:jgc:chanrobles.com.ph
"1. The defendant Universal Deep-Sea Fishing Corporation is hereby sentenced to pay the plaintiff the sum of P100,242.04 in the first cause of action, P141,343.45 in the second cause of action and P54,500.00 in the third cause of action, all with interest at the rate of 6% per annum from August 10, 1962, the date of the filing of the complaint, until fully paid;
"2. Defendant Manila Surety & Fidelity Co., Inc., is hereby sentenced to pay the plaintiff, jointly and severally with defendant Universal Deep-Sea Fishing Corporation, the sum of P53,643.00 in the first cause of action, P68.777.77 in the second cause of action and P54,508.00 in the third cause of action;
"3. Defendant Universal Deep-Sea Fishing Corporation and Pablo Sarmiento are hereby sentenced to pay, jointly and severally, the Manila Surety & Fidelity Co., Inc., the sum of P54.643.00 and P68,777.77 with interest thereon at the rate of 12% per annum from August 10, 1962 until fully paid plus P2,000.00 as attorney’s fees;
"4. Defendant Universal Deep-Sea Fishing Corporation is hereby sentenced to pay the Manila Surety & Fidelity Co., Inc., the sum of P54,508.00 with interest thereon at the rate of 12% per annum from August 10, 1962, until fully paid;
"5. Defendant Universal Deep-Sea Fishing Corporation shall pay the costs." 1
It is not disputed that the Universal Deep-Sea Fishing Corporation, hereinafter referred to as UNIVERSAL for short, was awarded six (6) trawl boats by the Reparations Commission as end-user of reparations goods. These fishing boats, christened the M/S UNIFISH 1, M/S UNIFISH 2, M/S UNIFISH 3, M/S UNIFISH 4, M/S UNIFISH 5, and M/S UNIFISH 6, were delivered to UNIVERSAL two at a time, f.o.b. Japanese port.
The M/S UNIFISH 1 and M/S UNIFISH a, with an aggregate purchase price of P536,428.44, were delivered to UNIVERSAL on November 20, 1958, and the contract of Conditional Purchase and Sale of Reparations Goods, executed by and between the parties on February 12, 1960, provided among others, that "the first installment representing 10% of the amount or FIFTY THREE THOUSAND SIX HUNDRED FORTY TWO PESOS AND EIGHTY FOUR CENTAVOS (P53,642.84) shall be paid within 24 months from the date of complete delivery thereof, the balance shall be paid in the manner herein stated as shown in the Schedule of Payments", 2 . . . to wit:jgc:chanrobles.com.ph
"TOTAL F.O.B. COST — P536,428.44
AMOUNT OF 1st INSTALLMENT (10% OF F.O.B. COST) — P53,642.84
DUE DATE OF 1st INSTALLMENT — May 8, 1961
TERM: Ten (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM.
No. of Installments Date Due Amount
1 May 8, 1962 P56,597.20
2 May 8, 1963 P56,597.20
3 May 8, 1964 P56,597.20
4 May 8, 1965 P56,597.20
5 May 8, 1966 P66,597.20
6 May 8, 1967 P56,597.20
7 May 8, 1968 P56,597.20
8 May 8, 1969 P56,597.20
9 May 8, 1970 P56,597.20
10 May 8, 1971 P56.597.20"
To guarantee the faithful compliance with the obligations under said contract, a performance bond in the amount of P53,643.00, with UNIVERSAL as principal and the Manila Surety & Fidelity Co., Inc., as surety, was executed in favor of the Reparations Commission. 3 A corresponding indemnity agreement was executed to indemnify the surety company for any damage, loss charges, etc., which it may sustain or incur as a consequence of having become a surety upon the performance bond. 4
The M/S UNIFISH 3 and M/S UNIFISH 4, with a total purchase price of P687,777.76 were delivered to UNIVERSAL on April 20, 1959 and the Contract of Conditional Purchase and Sale of Reparations Goods, dated November 25, 1959, 5 provided that "the first installment representing 10% of the amount or SIXTY-EIGHT THOUSAND SEVEN HUNDRED SEVENTY-SEVEN PESOS AND SEVENTY-SEVEN CENTAVOS shall be paid within 24 months from the date of complete delivery thereof, the balance shall be paid in the manner herein stated as shown in the Schedule of Payments, . . .", to wit:jgc:chanrobles.com.ph
"TOTAL F.O.B. COSTS - P687,777.76
AMOUNT OF 1st INSTALLMENT (10% of F.O.B. COST) — P68,777.77
DUE DATE OF 1st INSTALLMENT — July, 1961
TERM: Ten (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%)PER ANNUM.
No. of Installments Date Due Amount
1 July, 1962 P72,565.68
2 July, 1963 P72,565.68
3 July, 1964 P72,565.68
4 July, 1965 P72,565.68
5 July, 1966 P72,565.68
6 July, 1967 P72,565.68
7 July, 1968 P72,565.68
8 July, 1969 P72,565.68
9 July, 1970 P72,565.68
10 July, 1971 P72,565.68"
A performance bond in the amount of P68,777.77, issued by the Manila Surety & Fidelity Co., Inc., was also submitted to guarantee the faithful compliance with the obligations set forth in the contract, 6 and indemnity agreement was executed in favor of the surety company in consideration of the said bond. 7
The delivery of the M/S UNIFISH 5 and M/S UNIFISH 6 is covered by a contract for the Utilization of Reparations Goods (M/S "UNIFISH 5" and M/S "UNIFISH 6") executed by the parties on February 12, 1960, 8 and the Schedule of Payments attached thereto, provided, as follows:jgc:chanrobles.com.ph
"AMOUNT OF 1st INSTALLMENT (10% of F.O.B. COST) — P54,500.00
DUE DATE OF 1st INSTALLMENT — Oct. 17, 1961
TERM: TEN (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM.
No. of Installments Date Due Amount
1 Oct. 17, 1962 P57,501.57
2 Oct. 17, 1963 P57,501.57
3 Oct. 17, 1964 P57,501.57
4 Oct. 17, 1965 P57,501.57
5 Oct. 17, 1966 P57,501.57
6 Oct. 17, 1967 P57,501.57
7 Oct. 17, 1968 P57,501.57
8 Oct. 17, 1969 P57,501.57
9 Oct. 17, 1970 P57,501.57
10 Oct. 17, 1971 P57,501.57" 9
A performance bond in the amount of P54,500.00 issued by the Manila Surety & Fidelity Co., Inc., 10 was submitted, and an indemnity agreement was executed by UNIVERSAL in favor of the surety company. 11
On August 10, 1962, the Reparations Commission instituted the present action against UNIVERSAL and the surety company to recover various amounts of money due under these contracts. In answer, UNIVERSAL claimed that the amounts of money sought to be collected are not yet due and demandable. The surety company also contended that the action is premature, but set up a cross-claim against UNIVERSAL for reimbursement of whatever amount of money it may have to pay the plaintiff by reason of the complaint, including interest, and for the collection of accumulated and unpaid premiums on the bonds with interest thereon. With leave of courts first obtained, the surety company filed a third-party complaint against Pablo S. Sarmiento, one of the indemnitors in the indemnity agreements. The third-party defendant Pablo S. Sarmiento denied personal liability claiming that he signed the indemnity agreements in question in his capacity as acting general manager of UNIVERSAL. After appropriate proceedings and upon the preceding facts, the trial court rendered the judgment herein before stated. Hence, this appeal.
(1) The principal issue for resolution is whether or not the first installments under the three (3) contracts of conditional purchase and sale of reparations goods were already due and demandable when the complaint was filed. UNIVERSAL contends that there is an obscurity in the terms of the contracts in question which were caused by the plaintiff as to the amounts and due dates of the first installments which should have been first fixed before a creditor can demand its payment from the debtor. To be explicit, counsel points to the Schedule of Payment attached to, and forming a part of, the contract for the purchase and sale of the M/S UNIFISH 1 and M/S UNIFISH 2 which states that the amount of first installment is P53,642.84 and the due date of its payment is May 8, 1861. However, the amount of the first of the succeeding itemized installments is P56,597.20 and the due date is May 8, 1962. In the case of the M/S UNIFISH 3 and M/S UNIFISH 4, the first installments are P68,777.77 and due in July, 1961 and P72,565.68 and due in July, 1962, respectively. In the contract for the purchase and sale of the M/S UNIFISH 5 and M/S UNIFISH 6, the amounts indicated as first installments are P54,500.00 and P57,501.57, and the due dates of payment are October 17, 1961 and October 17, 1962, respectively.
The terms of the contracts for the purchase and sale of the reparations vessels, however, are very clear and leave no doubt as to the intent of the contracting parties. Thus, in the contract concerning the M/S UNIFISH 1 and M/S UNIFISH 2, the parties expressly agreed that the first installment representing 10% of the purchase price or P53,642.84 shall be paid within 24 months from the date of complete delivery of the vessel or on May 8, 1961, and the balance to be paid in ten 10% equal yearly installments. The amount of P56,597.20 due on May 8, 1962, which is, also claimed to be a "first installment," is but the first of the ten (10) equal yearly installments of the balance of the purchase price. In the case of Reparations Commission v. Northern Lines, Inc., Et Al., 12 where the Schedule of Payments, likewise on RC-LEGAL DEPT FORM NO. 1, also allegedly indicated two (2) due dates for the payment of the first installment, the Court said:jgc:chanrobles.com.ph
"(a) The major premise in appellants’ process of reasoning is that the first installments due on April 25, 1963, and May 26, 1963, are ‘first installments, although they are not so designated in the schedule appended to each of the contracts between the parties. Appellants, moreover, assume that the ‘first’ installment is included in the ‘ten (10) equal yearly installments’ mentioned subsequently to said ‘first’ installment. In fact, however, only one installment is labelled as ‘first’ in each one of said schedules, and that is the installment due on ‘April 25, 1962’ — as regards M/S Don Salvador or Magsaysay — and that due on ‘May 26, 1962’ — as regards M/S Don Amando or Estancia. The schedules do not describe the ‘ten (10) equal yearly installments’ — following the one characterized therein as ‘first’ — meaning ‘number,’ not order or sequence, of installments — and the numerals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 written before each of said ‘ten 110) equal yearly installments’ following the ‘first’ to accrue after the due date of said ‘first’ installment. Just the same, the parties have not so described (as ‘first’) — in the schedules forming part of their contracts — the installments numbered ‘1’ in the list contained in each. Moreover, considering that the words ‘TERMS: Ten (10) EQUAL YEARLY INSTALLMENTS,’ appear after the lines reading: ‘AMOUNT OF 1st INSTALLMENT (10% OF F.O.B. COSTS) P174,761.42’ and ‘DUE DATE OF 1st INSTALLMENT April 25, 1962’ (or May 26, 1962) and that, subsequently to said ‘TERM: Ten (10) EQUAL YEARLY INSTALLMENTS,’ there is a list of ten (10) equal yearly installments, it is clear that the latter do not include the one designated as ‘first’ installment.
"(b) The pertinent part of Section 12 of Rep. Act No. 1789, pursuant to which the vessels in question were sold to the Buyer, reads:chanrob1es virtual 1aw library
‘. . . Capital goods . . . disposed of to private parties as provided for in subsection (a) of Section two hereof shall be sold on a cash or credit basis, under rules and regulations as may be determined by the Commission. Sales on a credit basis shall be payable in installments: Provided, That the first installment shall be paid within twenty-four months after complete delivery of the capital goods and the balance within a period not exceeding ten years, xxx plus the service provided for in section ten thereof; Provided, further, That the unpaid balance of the price thereof shall bear interest at the rate of not more than three percent per annum . . . .’
"It should be noted that, pursuant to the schedules attached to the contracts with the Buyer, the ‘complete delivery’ of the vessels took place on April 25, and May 26, 1960, respectively, so that the 24 months fixed by law for the payment of the ‘first’ installment expired on April 25, 1962 and May 26, 1962, which are the very dates stated in the aforementioned schedules for the payment of the respective ‘1st’ installments. What is more, in view of said legal provision, the Commission had no authority to agree that the 1st installment shall be paid on any later date, and the Buyer must have been aware of this fact. Hence, the parties could not have intended the first installments to become due on April 25, and May 26, 1963. It is, likewise, obvious — particularly when considered in relation to the provision above quoted — that the ‘ten (10) equal yearly installments,’ mentioned in the schedules, refer to the ‘balance’ of the price to be paid by the buyer, after deducting the ‘first’ installment, so that, altogether there would be ‘eleven’ installments, namely, the ‘first’, which would be the 10% of the F.O.B. cost of the vessel — as agreed upon between the Governments of the Philippines and Japan — and ‘ten (10) yearly installments,’ representing the balance of the amount due to the Commission from the Buyer, including the interest thereon."cralaw virtua1aw library
Viewing the contracts between the parties in the light of the foregoing exposition, the first installment on the M/S UNIFISH 1 and M/S UNIFISH 2 of the amount of P53,642.84 was due on May 8, 1961, while the first installments on the M/S UNIFISH 3 and M/S UNIFISH 4, and the M/S UNIFISH 5 and M/S UNIFISH 6 in the amounts of P68,777.77 and P54,500.00 were due on July 31, 1961 and October 17, 1961, respectively. Accordingly, the obligation of UNIVERSAL to pay the first installments on the purchase price of the six (6) reparations vessels was already due and demandable when the present action was commenced on August 10, 1962. Also due and demanded from UNIVERSAL were the first of the ten (10) equal yearly installments on the balance of the purchase price of the M/S UNIFISH 1 and M/S UNIFISH 2 in the amount of P56,597.20 and P72,565.68 on the M/S UNIFISH 3 and M/S UNIFISH 4. The first accrued on May 8, 1962, while the second fell due on July 31, 1962.
(2) The claim of the surety company to the effect that the trial court erred in not awarding it the amount of P7,251.42, as premiums on the performance bonds, is well taken. The payment of premiums on the bonds to the surety company had been expressly undertaken by UNIVERSAL in the indemnity agreements executed by it in favor of the surety company. The premium is the consideration for furnishing the bonds and the obligation to pay the same subsists for as long as the liability of the surety shall exist. 13 Hence, UNIVERSAL should pay the amount of P7,251.42 to the surety company.
(3) The surety company also claims that the trial court erred in not applying the amount of P10,000.00, paid as down payment by UNIVERSAL, to the Reparations Commission, to the guaranteed indebtedness. According to the surety company, under Article 1254 of the Civil Code, where there is no imputation of payment made by either the debtor or creditor, the debt which is the most onerous to the debtor shall be deemed to have been satisfied, so that the amount of P10,000.00 paid by UNIVERSAL as down payment on the purchase of the M/S UNIFISH 1 and M/S UNIFISH 2 should be applied to the guaranteed portion of the debt, thus releasing part of the liability; hence, the obligation of the surety company shall be only P43,643.00, instead of P53,643.00.
The rules contained in Articles 1252 to 1254 of the Civil Code apply to a person owing several debts of the same kind to a single creditor. They cannot be made applicable to a person whose obligation as a mere surety is both contingent and singular, 14 which in this case is the full and faithful compliance with the terms of the contract of conditional purchase and sale of reparations goods. The obligation included the payment, not only of the first Installment in the amount of P53,643.00, but also of the ten (10) equal yearly installments of P56,597.20 per annum. The amount of P10,000.00 was, indeed, deducted from the amount of P53,643.00, but then the first of the ten (10) equal yearly installments had also accrued; hence, no error was committed in holding the surety company to the full extent of its undertaking.
(4) Finally, We find no merit in the claim of the third-party defendant Pablo S. Sarmiento that he is not personally liable having merely executed the indemnity agreements 15 in his capacity as acting general manager of UNIVERSAL. Pablo S. Sarmiento appears to have signed the indemnity agreement twice — the first, in this capacity as acting general manager of UNIVERSAL, and the second, in his individual capacity. The indemnity agreements in question state the following, among others:jgc:chanrobles.com.ph
"In consideration of the responsibility undertaken by the Company, for the original bond, and for any renewal extension or substitution thereof, the undersigned, jointly and severally, bind themselves in favor of the said COMPANY in the following terms:chanrob1es virtual 1aw library
"Dated at City of Manila, this — — — — day of July 1969.
600 Cottage 3, UNIVERSAL DEEP-SEA FISHING CORP.
Aguinaldo Com- BY:chanrob1es virtual 1aw library
pound, Echague, s/PABLO S. SARMIENTO
Manila t/PABLO S. SARMIENTO
Signature
Address s/PABLO S. SARMIENTO
t/PABLO S. SARMIENTO
Signature."cralaw virtua1aw library
Besides, the "acknowledgment" stated that "Pablo S. Sarmiento for himself and on behalf of Universal Deep-Sea Fishing Corporation" personally appeared before the notary and acknowledged that the document is his own free and voluntary act and deed.
WHEREFORE, the judgment appealed from is hereby affirmed with the modification that the UNIVERSAL Deep-Sea Fishing Corporation is further ordered to pay the Manila Surety & Fidelity Co., Inc., the amount of P7,251.42 for the premiums and documentary stamps on the performance bonds. Appellants shall pay proportionate costs.
SO ORDERED.
Antonio, Aquino, Santos, and Guerrero, JJ., concur.
Fernando and Barredo, JJ., took no part.
"WHEREFORE, judgment is rendered as follows:jgc:chanrobles.com.ph
"1. The defendant Universal Deep-Sea Fishing Corporation is hereby sentenced to pay the plaintiff the sum of P100,242.04 in the first cause of action, P141,343.45 in the second cause of action and P54,500.00 in the third cause of action, all with interest at the rate of 6% per annum from August 10, 1962, the date of the filing of the complaint, until fully paid;
"2. Defendant Manila Surety & Fidelity Co., Inc., is hereby sentenced to pay the plaintiff, jointly and severally with defendant Universal Deep-Sea Fishing Corporation, the sum of P53,643.00 in the first cause of action, P68.777.77 in the second cause of action and P54,508.00 in the third cause of action;
"3. Defendant Universal Deep-Sea Fishing Corporation and Pablo Sarmiento are hereby sentenced to pay, jointly and severally, the Manila Surety & Fidelity Co., Inc., the sum of P54.643.00 and P68,777.77 with interest thereon at the rate of 12% per annum from August 10, 1962 until fully paid plus P2,000.00 as attorney’s fees;
"4. Defendant Universal Deep-Sea Fishing Corporation is hereby sentenced to pay the Manila Surety & Fidelity Co., Inc., the sum of P54,508.00 with interest thereon at the rate of 12% per annum from August 10, 1962, until fully paid;
"5. Defendant Universal Deep-Sea Fishing Corporation shall pay the costs." 1
It is not disputed that the Universal Deep-Sea Fishing Corporation, hereinafter referred to as UNIVERSAL for short, was awarded six (6) trawl boats by the Reparations Commission as end-user of reparations goods. These fishing boats, christened the M/S UNIFISH 1, M/S UNIFISH 2, M/S UNIFISH 3, M/S UNIFISH 4, M/S UNIFISH 5, and M/S UNIFISH 6, were delivered to UNIVERSAL two at a time, f.o.b. Japanese port.
The M/S UNIFISH 1 and M/S UNIFISH a, with an aggregate purchase price of P536,428.44, were delivered to UNIVERSAL on November 20, 1958, and the contract of Conditional Purchase and Sale of Reparations Goods, executed by and between the parties on February 12, 1960, provided among others, that "the first installment representing 10% of the amount or FIFTY THREE THOUSAND SIX HUNDRED FORTY TWO PESOS AND EIGHTY FOUR CENTAVOS (P53,642.84) shall be paid within 24 months from the date of complete delivery thereof, the balance shall be paid in the manner herein stated as shown in the Schedule of Payments", 2 . . . to wit:jgc:chanrobles.com.ph
"TOTAL F.O.B. COST — P536,428.44
AMOUNT OF 1st INSTALLMENT (10% OF F.O.B. COST) — P53,642.84
DUE DATE OF 1st INSTALLMENT — May 8, 1961
TERM: Ten (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM.
No. of Installments Date Due Amount
1 May 8, 1962 P56,597.20
2 May 8, 1963 P56,597.20
3 May 8, 1964 P56,597.20
4 May 8, 1965 P56,597.20
5 May 8, 1966 P66,597.20
6 May 8, 1967 P56,597.20
7 May 8, 1968 P56,597.20
8 May 8, 1969 P56,597.20
9 May 8, 1970 P56,597.20
10 May 8, 1971 P56.597.20"
To guarantee the faithful compliance with the obligations under said contract, a performance bond in the amount of P53,643.00, with UNIVERSAL as principal and the Manila Surety & Fidelity Co., Inc., as surety, was executed in favor of the Reparations Commission. 3 A corresponding indemnity agreement was executed to indemnify the surety company for any damage, loss charges, etc., which it may sustain or incur as a consequence of having become a surety upon the performance bond. 4
The M/S UNIFISH 3 and M/S UNIFISH 4, with a total purchase price of P687,777.76 were delivered to UNIVERSAL on April 20, 1959 and the Contract of Conditional Purchase and Sale of Reparations Goods, dated November 25, 1959, 5 provided that "the first installment representing 10% of the amount or SIXTY-EIGHT THOUSAND SEVEN HUNDRED SEVENTY-SEVEN PESOS AND SEVENTY-SEVEN CENTAVOS shall be paid within 24 months from the date of complete delivery thereof, the balance shall be paid in the manner herein stated as shown in the Schedule of Payments, . . .", to wit:jgc:chanrobles.com.ph
"TOTAL F.O.B. COSTS - P687,777.76
AMOUNT OF 1st INSTALLMENT (10% of F.O.B. COST) — P68,777.77
DUE DATE OF 1st INSTALLMENT — July, 1961
TERM: Ten (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%)PER ANNUM.
No. of Installments Date Due Amount
1 July, 1962 P72,565.68
2 July, 1963 P72,565.68
3 July, 1964 P72,565.68
4 July, 1965 P72,565.68
5 July, 1966 P72,565.68
6 July, 1967 P72,565.68
7 July, 1968 P72,565.68
8 July, 1969 P72,565.68
9 July, 1970 P72,565.68
10 July, 1971 P72,565.68"
A performance bond in the amount of P68,777.77, issued by the Manila Surety & Fidelity Co., Inc., was also submitted to guarantee the faithful compliance with the obligations set forth in the contract, 6 and indemnity agreement was executed in favor of the surety company in consideration of the said bond. 7
The delivery of the M/S UNIFISH 5 and M/S UNIFISH 6 is covered by a contract for the Utilization of Reparations Goods (M/S "UNIFISH 5" and M/S "UNIFISH 6") executed by the parties on February 12, 1960, 8 and the Schedule of Payments attached thereto, provided, as follows:jgc:chanrobles.com.ph
"AMOUNT OF 1st INSTALLMENT (10% of F.O.B. COST) — P54,500.00
DUE DATE OF 1st INSTALLMENT — Oct. 17, 1961
TERM: TEN (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM.
No. of Installments Date Due Amount
1 Oct. 17, 1962 P57,501.57
2 Oct. 17, 1963 P57,501.57
3 Oct. 17, 1964 P57,501.57
4 Oct. 17, 1965 P57,501.57
5 Oct. 17, 1966 P57,501.57
6 Oct. 17, 1967 P57,501.57
7 Oct. 17, 1968 P57,501.57
8 Oct. 17, 1969 P57,501.57
9 Oct. 17, 1970 P57,501.57
10 Oct. 17, 1971 P57,501.57" 9
A performance bond in the amount of P54,500.00 issued by the Manila Surety & Fidelity Co., Inc., 10 was submitted, and an indemnity agreement was executed by UNIVERSAL in favor of the surety company. 11
On August 10, 1962, the Reparations Commission instituted the present action against UNIVERSAL and the surety company to recover various amounts of money due under these contracts. In answer, UNIVERSAL claimed that the amounts of money sought to be collected are not yet due and demandable. The surety company also contended that the action is premature, but set up a cross-claim against UNIVERSAL for reimbursement of whatever amount of money it may have to pay the plaintiff by reason of the complaint, including interest, and for the collection of accumulated and unpaid premiums on the bonds with interest thereon. With leave of courts first obtained, the surety company filed a third-party complaint against Pablo S. Sarmiento, one of the indemnitors in the indemnity agreements. The third-party defendant Pablo S. Sarmiento denied personal liability claiming that he signed the indemnity agreements in question in his capacity as acting general manager of UNIVERSAL. After appropriate proceedings and upon the preceding facts, the trial court rendered the judgment herein before stated. Hence, this appeal.
(1) The principal issue for resolution is whether or not the first installments under the three (3) contracts of conditional purchase and sale of reparations goods were already due and demandable when the complaint was filed. UNIVERSAL contends that there is an obscurity in the terms of the contracts in question which were caused by the plaintiff as to the amounts and due dates of the first installments which should have been first fixed before a creditor can demand its payment from the debtor. To be explicit, counsel points to the Schedule of Payment attached to, and forming a part of, the contract for the purchase and sale of the M/S UNIFISH 1 and M/S UNIFISH 2 which states that the amount of first installment is P53,642.84 and the due date of its payment is May 8, 1861. However, the amount of the first of the succeeding itemized installments is P56,597.20 and the due date is May 8, 1962. In the case of the M/S UNIFISH 3 and M/S UNIFISH 4, the first installments are P68,777.77 and due in July, 1961 and P72,565.68 and due in July, 1962, respectively. In the contract for the purchase and sale of the M/S UNIFISH 5 and M/S UNIFISH 6, the amounts indicated as first installments are P54,500.00 and P57,501.57, and the due dates of payment are October 17, 1961 and October 17, 1962, respectively.
The terms of the contracts for the purchase and sale of the reparations vessels, however, are very clear and leave no doubt as to the intent of the contracting parties. Thus, in the contract concerning the M/S UNIFISH 1 and M/S UNIFISH 2, the parties expressly agreed that the first installment representing 10% of the purchase price or P53,642.84 shall be paid within 24 months from the date of complete delivery of the vessel or on May 8, 1961, and the balance to be paid in ten 10% equal yearly installments. The amount of P56,597.20 due on May 8, 1962, which is, also claimed to be a "first installment," is but the first of the ten (10) equal yearly installments of the balance of the purchase price. In the case of Reparations Commission v. Northern Lines, Inc., Et Al., 12 where the Schedule of Payments, likewise on RC-LEGAL DEPT FORM NO. 1, also allegedly indicated two (2) due dates for the payment of the first installment, the Court said:jgc:chanrobles.com.ph
"(a) The major premise in appellants’ process of reasoning is that the first installments due on April 25, 1963, and May 26, 1963, are ‘first installments, although they are not so designated in the schedule appended to each of the contracts between the parties. Appellants, moreover, assume that the ‘first’ installment is included in the ‘ten (10) equal yearly installments’ mentioned subsequently to said ‘first’ installment. In fact, however, only one installment is labelled as ‘first’ in each one of said schedules, and that is the installment due on ‘April 25, 1962’ — as regards M/S Don Salvador or Magsaysay — and that due on ‘May 26, 1962’ — as regards M/S Don Amando or Estancia. The schedules do not describe the ‘ten (10) equal yearly installments’ — following the one characterized therein as ‘first’ — meaning ‘number,’ not order or sequence, of installments — and the numerals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 written before each of said ‘ten 110) equal yearly installments’ following the ‘first’ to accrue after the due date of said ‘first’ installment. Just the same, the parties have not so described (as ‘first’) — in the schedules forming part of their contracts — the installments numbered ‘1’ in the list contained in each. Moreover, considering that the words ‘TERMS: Ten (10) EQUAL YEARLY INSTALLMENTS,’ appear after the lines reading: ‘AMOUNT OF 1st INSTALLMENT (10% OF F.O.B. COSTS) P174,761.42’ and ‘DUE DATE OF 1st INSTALLMENT April 25, 1962’ (or May 26, 1962) and that, subsequently to said ‘TERM: Ten (10) EQUAL YEARLY INSTALLMENTS,’ there is a list of ten (10) equal yearly installments, it is clear that the latter do not include the one designated as ‘first’ installment.
x x x
"(b) The pertinent part of Section 12 of Rep. Act No. 1789, pursuant to which the vessels in question were sold to the Buyer, reads:chanrob1es virtual 1aw library
‘. . . Capital goods . . . disposed of to private parties as provided for in subsection (a) of Section two hereof shall be sold on a cash or credit basis, under rules and regulations as may be determined by the Commission. Sales on a credit basis shall be payable in installments: Provided, That the first installment shall be paid within twenty-four months after complete delivery of the capital goods and the balance within a period not exceeding ten years, xxx plus the service provided for in section ten thereof; Provided, further, That the unpaid balance of the price thereof shall bear interest at the rate of not more than three percent per annum . . . .’
"It should be noted that, pursuant to the schedules attached to the contracts with the Buyer, the ‘complete delivery’ of the vessels took place on April 25, and May 26, 1960, respectively, so that the 24 months fixed by law for the payment of the ‘first’ installment expired on April 25, 1962 and May 26, 1962, which are the very dates stated in the aforementioned schedules for the payment of the respective ‘1st’ installments. What is more, in view of said legal provision, the Commission had no authority to agree that the 1st installment shall be paid on any later date, and the Buyer must have been aware of this fact. Hence, the parties could not have intended the first installments to become due on April 25, and May 26, 1963. It is, likewise, obvious — particularly when considered in relation to the provision above quoted — that the ‘ten (10) equal yearly installments,’ mentioned in the schedules, refer to the ‘balance’ of the price to be paid by the buyer, after deducting the ‘first’ installment, so that, altogether there would be ‘eleven’ installments, namely, the ‘first’, which would be the 10% of the F.O.B. cost of the vessel — as agreed upon between the Governments of the Philippines and Japan — and ‘ten (10) yearly installments,’ representing the balance of the amount due to the Commission from the Buyer, including the interest thereon."cralaw virtua1aw library
Viewing the contracts between the parties in the light of the foregoing exposition, the first installment on the M/S UNIFISH 1 and M/S UNIFISH 2 of the amount of P53,642.84 was due on May 8, 1961, while the first installments on the M/S UNIFISH 3 and M/S UNIFISH 4, and the M/S UNIFISH 5 and M/S UNIFISH 6 in the amounts of P68,777.77 and P54,500.00 were due on July 31, 1961 and October 17, 1961, respectively. Accordingly, the obligation of UNIVERSAL to pay the first installments on the purchase price of the six (6) reparations vessels was already due and demandable when the present action was commenced on August 10, 1962. Also due and demanded from UNIVERSAL were the first of the ten (10) equal yearly installments on the balance of the purchase price of the M/S UNIFISH 1 and M/S UNIFISH 2 in the amount of P56,597.20 and P72,565.68 on the M/S UNIFISH 3 and M/S UNIFISH 4. The first accrued on May 8, 1962, while the second fell due on July 31, 1962.
(2) The claim of the surety company to the effect that the trial court erred in not awarding it the amount of P7,251.42, as premiums on the performance bonds, is well taken. The payment of premiums on the bonds to the surety company had been expressly undertaken by UNIVERSAL in the indemnity agreements executed by it in favor of the surety company. The premium is the consideration for furnishing the bonds and the obligation to pay the same subsists for as long as the liability of the surety shall exist. 13 Hence, UNIVERSAL should pay the amount of P7,251.42 to the surety company.
(3) The surety company also claims that the trial court erred in not applying the amount of P10,000.00, paid as down payment by UNIVERSAL, to the Reparations Commission, to the guaranteed indebtedness. According to the surety company, under Article 1254 of the Civil Code, where there is no imputation of payment made by either the debtor or creditor, the debt which is the most onerous to the debtor shall be deemed to have been satisfied, so that the amount of P10,000.00 paid by UNIVERSAL as down payment on the purchase of the M/S UNIFISH 1 and M/S UNIFISH 2 should be applied to the guaranteed portion of the debt, thus releasing part of the liability; hence, the obligation of the surety company shall be only P43,643.00, instead of P53,643.00.
The rules contained in Articles 1252 to 1254 of the Civil Code apply to a person owing several debts of the same kind to a single creditor. They cannot be made applicable to a person whose obligation as a mere surety is both contingent and singular, 14 which in this case is the full and faithful compliance with the terms of the contract of conditional purchase and sale of reparations goods. The obligation included the payment, not only of the first Installment in the amount of P53,643.00, but also of the ten (10) equal yearly installments of P56,597.20 per annum. The amount of P10,000.00 was, indeed, deducted from the amount of P53,643.00, but then the first of the ten (10) equal yearly installments had also accrued; hence, no error was committed in holding the surety company to the full extent of its undertaking.
(4) Finally, We find no merit in the claim of the third-party defendant Pablo S. Sarmiento that he is not personally liable having merely executed the indemnity agreements 15 in his capacity as acting general manager of UNIVERSAL. Pablo S. Sarmiento appears to have signed the indemnity agreement twice — the first, in this capacity as acting general manager of UNIVERSAL, and the second, in his individual capacity. The indemnity agreements in question state the following, among others:jgc:chanrobles.com.ph
"In consideration of the responsibility undertaken by the Company, for the original bond, and for any renewal extension or substitution thereof, the undersigned, jointly and severally, bind themselves in favor of the said COMPANY in the following terms:chanrob1es virtual 1aw library
x x x
"Dated at City of Manila, this — — — — day of July 1969.
600 Cottage 3, UNIVERSAL DEEP-SEA FISHING CORP.
Aguinaldo Com- BY:chanrob1es virtual 1aw library
pound, Echague, s/PABLO S. SARMIENTO
Manila t/PABLO S. SARMIENTO
Signature
Address s/PABLO S. SARMIENTO
t/PABLO S. SARMIENTO
Signature."cralaw virtua1aw library
Besides, the "acknowledgment" stated that "Pablo S. Sarmiento for himself and on behalf of Universal Deep-Sea Fishing Corporation" personally appeared before the notary and acknowledged that the document is his own free and voluntary act and deed.
WHEREFORE, the judgment appealed from is hereby affirmed with the modification that the UNIVERSAL Deep-Sea Fishing Corporation is further ordered to pay the Manila Surety & Fidelity Co., Inc., the amount of P7,251.42 for the premiums and documentary stamps on the performance bonds. Appellants shall pay proportionate costs.
SO ORDERED.
Antonio, Aquino, Santos, and Guerrero, JJ., concur.
Fernando and Barredo, JJ., took no part.
Endnotes:
1. Record on Appeal, pp. 239-240.
2. Exhibit "A."
3. Exhibit "B."
4. Exhibit "16-B-Surety."
5. Exhibit "C."
6. Exhibit "D."
7. Exhibit 14-Surety.
8. Exhibit "E."
9. Part. 5 of Affirm. Defense of UNIVERSAL, Record on Appeal, p. 152.
10 Exhibit "F."
11. Exhibit 15-Surety.
12. L-24835, July 31, 1970, 34 SCRA 203.
13. Arranz v. Manila Surety & Fidelity Co., 101 Phil. 272.
14. Socony-Vacuum Corp. v. Loon Miraflores, 67 Phil. 304.
15. Exh. 14-Surety and Exh. 16-Surety.
June-1978 Jurisprudence
G.R. No. L-28653 June 8, 1978 - PAZ M. GARCIA v. FRANCISCO DE LA ROSA
G.R. No. L-46943 June 8, 1978 - PHILIPPINE NATIONAL RAILWAYS v. COURT OF FIRST INSTANCE OF ALBAY, ET AL.
G.R. No. L-39742 June 9, 1978 - AIR MANILA, INC., ET AL. v. COURT OF INDUSTRIAL RELATIONS, ET AL.
G.R. No. L-33112 June 15, 1978 - PHILIPPINE NATIONAL BANK v. JAVIER PABALAN, ET AL.
G.R. Nos. L-45359-60 June 15, 1978 - NEW FILIPINO MARITIME AGENCIES, INC. v. EDGARDO S. RIVERA, ET AL.
G.R. No. L-46722 June 15, 1978 - NATIONAL MINES AND ALLIED WORKERS UNION v. ERUDITO E. LUNA
A.M. No. 825-MJ June 16, 1978 - GERMAN CABILLO v. ANGELO R. CELIS
G.R. No. L-30482 June 16, 1978 - EMILIA V. VDA. de HALILI v. COURT OF APPEALS, ET AL.
G.R. No. L-33324 June 16, 1978 - ASSOCIATED TRADE UNIONS v. COURT OF INDUSTRIAL RELATIONS, ET AL.
G.R. No. L-45121 and L-45122 June 16, 1978 - ROSARIO P. ARCEO v. NARCISO A. AQUINO, ET AL.
G.R. No. L-45445 June 16, 1978 - HEIRS OF JOSE FUENTES, ET AL. v. ANTONIA C. MACANDOG, ET AL.
G.R. No. L-47033 June 16, 1978 - GENEROSO CASTRODES, ET AL. v. ALFREDO V. CUBELO, ET AL.
G.R. No. L-29300 June 21, 1978 - PEDRO D. H. GALLANOSA, ET AL. v. UBALDO Y. ARCANGEL, ET AL.
G.R. No. L-36821 June 22, 1978 - JOSE P. DIZON v. ALFREDO G. GABORRO, ET AL.
G.R. No. L-43060 June 22, 1978 - ROBERTO VALENCIA v. REPUBLIC OF THE PHIL., ET AL.
G.R. No. L-43339 June 22, 1978 - ALEJO BALANGA v. WORKMEN’S COMPENSATION COMMISSION, ET AL.
G.R. No. L-43628 June 22, 1978 - ESTRELLA B. FERRER v. WORKMEN’S COMPENSATION COMMISSION, ET AL.
A.C. No. 801 June 27, 1978 - CESARIO ADARNE v. DAMIAN V. ALDABA
G.R. No. L-21733 June 27, 1978 - VICENTE GARCIA, ET AL. v. VICTORIAS MILLING CO., INC., ET AL.
G.R. Nos. L-21901 and L-21996 June 27, 1978 - REPARATIONS COMMISSION v. UNIVERSAL DEEP-SEA FISHING CORPORATION, ET AL.
G.R. No. L-43607 June 27, 1978 - BENITO MANALANSAN, ET AL. v. MARIANO CASTAÑEDA, JR., ET AL.
G.R. No. L-47191 June 27, 1978 - ARTURO ACOLOLA v. FRANCISCO S. TANTUICO, JR., ET AL.
A.M. No. P-1399 June 29, 1978 - VISITACION EGOS v. HERMINIA G. GALLARDO
G.R. No. L-47315 June 29, 1978 - YREL ALCALA TORRES JESENA v. LUIS HERVAS, ET AL.
G.R. No. L-43021 June 30, 1978 - JOSEFINA ANINIAS v. WORKMEN’S COMPENSATION COMMISSION, ET AL.
G.R. No. L-43320 June 30, 1978 - CECILIA V. ULIBAS v. REPUBLIC OF THE PHIL.
G.R. No. L-43650 June 30, 1978 - EMILIANA VDA. DE PAILAGAO v. WORKMEN’S COMPENSATION COMMISSION, ET AL.