|
Mr. WEE SION BEN, President of Best
Emporium, and BEST EMPORIUM, Petitioners, -versus- SEMEXCO/ZEST-O MARKETING CORPORATION, represented
by Miss SYLVIA R. OCER, Attorney-in-fact, Respondent. |
G.R. No. 153898 Present: pUNO, C.J., Chairperson, Sandoval-Gutierrez, AZCUNA, and GARCIA,
JJ. Promulgated: |
x-----------------------------------------------------------------------------------------x
SANDOVAL-GUTIERREZ, J.:
Before
us is the instant Petition for Review on Certiorari
under Rule 45 of the 1997 Rules of Civil
Procedure, as amended, questioning the Decision[1]
dated
Best
Emporium (in Pagadian City) and its president, Wee Sion Ben, petitioners, purchased fruit juices from SEMEXCO/ZEST-O
Marketing Corporation, respondent, for the period from January to August 1995. Respondent issued petitioners
a Charge Invoice in the amount of P104,277.80 which bears this
term/condition:
Note: Please make all checks payable to SEMEXCO Marketing Corporation
only.[2]
In
payment for the fruit juices, petitioners issued Metro Bank Pagadian City Branch
Check No. PYD 1090770187 dated P104,277.80
payable to cash. Maloney Sorolla, respondent
corporation’s sales representative, received the check. Sorolla encashed the check but did not remit
the money to herein respondent.
Upon
learning of the delivery of the check to Sorolla, Nelson Azarcon, district sales
manager of respondent corporation, inquired from petitioner Wee Sion Ben why he
issued a “pay to cash” check when the Charge Invoice states
that all payments must be made payable to the order of respondent
corporation. Thereupon, petitioner Wee Sion
Ben issued Metro Bank Pagadian City Branch Check No. PYD 1090770320 dated
Consequently, respondent made oral and written demands upon petitioners[3]
to pay P104,277.80, but to no avail.
Respondent thus filed with the Regional Trial Court, Branch 35,
petitioners’ obligation had been extinguished when they delivered the “pay to
cash” check to respondent through Sorolla.
The trial court then dismissed both the complaint and the counterclaim.[4]
On appeal by respondent, the Court of Appeals rendered a Decision
affirming with modification the trial court’s judgment, thus:
Wherefore, premises considered,
the appeal is granted; and the assailed
1. Defendants-appellees are jointly and severally liable to pay the
sum of P104,277.80 to plaintiffs-appellants plus 12% interest per annum
from September 1995 until fully paid;
2. As stipulated in the Charge Invoice, defendants-appellees are
hereby ordered to pay 25% of the total monetary award to
plaintiffs-appellants.
3. The rest of the court a quo’s
dispositions are hereby affirmed.
Petitioners filed a motion for reconsideration but it was denied
by the appellate court in its Resolution dated
Hence, the present petition.
The issue for our resolution is whether petitioner Wee Sion Ben’s issuance of the check payable to cash delivered
and received by Sorolla constitutes a valid payment of petitioners’ obligation
to respondent.
As mentioned earlier, the Charge Invoice issued by respondent to petitioners
clearly states that they shall “make all checks payable to SEMEXCO Marketing Corporation only.”
Evidently,
both parties in their business transaction are bound by this term or
condition.
Petitioners contend that since the Charge Invoice is a contract of
adhesion,[5]
they are not obliged to comply with its term or condition. Petitioners’ contention lacks merit. We have repeatedly held that contracts of
adhesion are as binding as ordinary contracts.[6] Those who adhere to the contract are in
reality free to reject it entirely and if they adhere, they give their consent.[7]
Clearly then, petitioners’ issuance of the “pay to cash” check is
a clear violation on their part of the term or condition stipulated in the
Charge Invoice.
Petitioners should have been wary in issuing such check. Records show that it was Sorolla himself who
requested them to issue the check payable to cash. This should have warned them of the possible
risk – that the check may not reach respondent.
At any rate, when petitioners realized they made a serious mistake
in issuing the “pay to cash” check to Sorolla, they readily issued a second
check payable to respondent corporation.
For reason they only know, petitioners directed the drawee
bank to stop its payment. Obviously, they
admitted that they violated the condition in the Charge Invoice. Hence, their obligation to pay the fruit
juices delivered to them is not extinguished.
Article 1595(1) of the Civil Code provides:
Where, under a contract of sale, the
ownership of the goods has passed to the buyer and he wrongfully neglects or refuses to pay for the goods according to the terms of the contract of
sale, the seller may maintain an action against him for the price of the
goods.
WHEREFORE, we DENY the petition and AFFIRM
the assailed Decision and Resolution of the Court of Appeals in CA-G.R. CV No. 58421.
SO ORDERED.
ANGELINA SANDOVAL-GUTIERREZ
Associate Justice
WE
CONCUR:
REYNATO S. PUNO
Chief Justice Chairperson |
|
|
RENATO C. CORONA Associate Justice |
ADOLFO S. AZCUNA Associate Justice |
|
CANCIO C. GARCIA Associate Justice |
|
Chief Justice
[1] Penned by Associate Justice Andres B. Reyes, Jr. and concurred in by Associate Justice Conrado M. Vasquez, Jr. and Associate Justice Amelita G. Tolentino, Rollo, p. 31.
[2] Rollo,
p. 101.
[3]
[4]
[5] A contract prepared by only one party, while the other party merely affixes his signature signifying his adhesion thereto.
[6] Titan
Construction Corporation v. Unifield Enterprises, Inc., G.R. No. 153874,
March 1, 2007, 517 SCRA 180, citing Ermitaño
v. Court of Appeals, 306 SCRA 218 (1999), and Ayala Corp. v. Ray Burton Development Corp., 294 SCRA 48 (1998).
[7] Ibid.,
citing Ermitaño v. Court of Appeals, supra.