SECOND DIVISION
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MOF COMPANY, INC., |
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G.R. No. 172822 |
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Petitioner, |
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Present: |
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CARPIO,* J., Chairperson, |
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- versus - |
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LEONARDO-DE CASTRO,** |
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BRION, |
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ABAD, JJ. |
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SHIN YANG BROKERAGE |
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CORPORATION, |
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Promulgated: |
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Respondent. |
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December 18, 2009 |
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D E C I S I O N
The necessity of proving
lies with the person who sues.
The refusal of the consignee named in the bill of lading to pay the freightage on the claim that
it is not privy to the contract of affreightment propelled the shipper to sue
for collection of money, stressing that its sole evidence, the bill of lading, suffices
to prove that the consignee is bound to pay. Petitioner now comes to us by way of Petition
for Review on Certiorari[1]
under Rule 45 praying for the reversal of the Court of Appeals' (CA) judgment
that dismissed its action for sum of money for insufficiency of evidence.
Factual Antecedents
On P57,646.00.[3]
The shipment arrived in
Thus, on
P57,646.00 representing ocean freight, documentation
fee and terminal handling charges as well as damages and attorney’s fees.
Claiming
that it is merely a consolidator/forwarder and that Bill of Lading No.
HJSCPUSI14168303 was not endorsed to it by the ultimate consignee, Shin Yang
denied any involvement in shipping the goods or in promising to shoulder the
freightage. It asserted that it never
authorized Halla Trading Co. to ship the articles or to have its name included
in the bill of lading. Shin Yang also alleged
that MOF failed to present supporting documents to prove that it was Shin Yang
that caused the importation or the one that assured payment of the shipping
charges upon arrival of the goods in
Ruling of the Metropolitan Trial Court
On
x x x it would appear that defendant has business
transactions with plaintiff. This is
evident from defendant’s letters dated 09 May 2002 and 13 May 2002 (Exhibits
“1” and “2”, defendant’s Position Paper) where it requested for the release of
refund of container deposits x x x. [In]
the mind of the Court, by analogy, a written contract need not be necessary; a
mutual understanding [would suffice]. Further,
plaintiff would have not included the name of the defendant in the bill of
lading, had there been no prior agreement to that effect.
In sum, plaintiff
has sufficiently proved its cause of action against the defendant and the
latter is obliged to honor its agreement with plaintiff despite the absence of
a written contract.[5]
The
dispositive portion of the MeTC Decision reads:
WHEREFORE,
premises considered, judgment is hereby rendered in favor of plaintiff and
against the defendant, ordering the latter to pay plaintiff as follows:
1. P57,646.00 plus legal interest from
the date of demand until fully paid,
2. P10,000.00 as and for attorney’s fees
and
3. the cost of suit.
SO
ORDERED.[6]
Ruling of the Regional Trial Court
The Regional
Trial Court (RTC) of
MOF and Shin Yang
entered into a contract of affreightment which Black’s Law Dictionary defined
as a contract with the ship owner to hire his ship or part of it, for the
carriage of goods and generally take the form either of a charter party or a
bill of lading.
The bill of lading contain[s] the information
embodied in the contract.
Article 652 of the Code of Commerce provides that the
charter party must be in writing; however, Article 653 says: “If the cargo
should be received without charter party having been signed, the contract shall
be understood as executed in accordance with what appears in the bill of
lading, the sole evidence of title with regard to the cargo for determining the
rights and obligations of the ship agent, of the captain and of the charterer”. Thus, the Supreme Court opined in the Market
Developers, Inc. (MADE) vs. Honorable Intermediate Appellate Court and Gaudioso
Uy, G.R. No. 74978,
x x x x
Defendant is liable to pay the sum of P57,646.00,
with interest until fully paid, attorney’s fees of P10,000.00 [and] cost
of suit.
Considering all the foregoing, this Court affirms in
toto the decision of the Court a quo.
SO ORDERED.[7]
Ruling of the Court of Appeals
Seeing the matter in a different light, the CA dismissed MOF’s
complaint and refused to award any form of damages or attorney’s fees. It opined that MOF failed to substantiate its
claim that Shin Yang had a hand in the importation of the articles to the
This Court is persuaded [that except] for the Bill of
Lading, respondent has not presented any other evidence to bolster its claim
that petitioner has entered [into] an agreement of affreightment with
respondent, be it verbal or written. It
is noted that the Bill of Lading was prepared by Hanjin Shipping, not the
petitioner. Hanjin is the principal
while respondent is the former’s agent. (p. 43, rollo)
The conclusion of the court a quo, which was upheld by
the
While
it is true that a bill of lading serves two (2) functions: first, it is a
receipt for the goods shipped; second, it is a contract by which three parties,
namely, the shipper, the carrier and the consignee who undertake specific
responsibilities and assume stipulated obligations (Belgian Overseas Chartering
and Shipping N.V. vs. Phil. First Insurance Co., Inc., 383 SCRA 23), x x x if
the same is not accepted, it is as if one party does not accept the
contract. Said the Supreme Court:
“A
bill of lading delivered and accepted constitutes the contract of carriage[,]
even though not signed, because the acceptance of a paper containing the terms
of a proposed contract generally constitutes an acceptance of the contract and
of all its terms and conditions of which the acceptor has actual or
constructive notice” (Keng Hua Paper Products Co., Inc. vs. CA, 286 SCRA 257).
In
the present case, petitioner did not only [refuse to] accept the bill of lading,
but it likewise disown[ed] the shipment x x x.
[Neither did it] authorize Halla Trading Company or anyone to ship or
export the same on its behalf.
It
is settled that a contract is upheld as long as there is proof of consent,
subject matter and cause (Sta. Clara Homeowner’s Association vs. Gaston, 374
SCRA 396). In the case at bar, there is
not even any iota of evidence to show that petitioner had given its consent.
“He
who alleges a fact has the burden of proving it and a mere allegation is not
evidence” (Luxuria Homes Inc. vs. CA, 302 SCRA 315).
The
40-footer van contains goods of substantial value. It is highly improbable for petitioner not to
pay the charges, which is very minimal compared with the value of the goods, in
order that it could work on the release thereof.
For
failure to substantiate its claim by preponderance of evidence, respondent has
not established its case against petitioner.[9]
Petitioners filed a motion for reconsideration
but it was denied in a Resolution[10] dated
Petitioner’s
Arguments
In assailing the CA’s Decision, MOF argues that the factual findings
of both the MeTC and RTC are entitled to great weight and respect and should
have bound the CA. It stresses that the
appellate court has no justifiable reason to disturb the lower courts’
judgments because their conclusions are well-supported by the evidence on
record.
MOF
further argues that the CA erred in labeling the findings of the lower courts
as purely ‘speculative and conjectural’.
According to MOF, the bill of lading, which expressly stated Shin Yang as
the consignee, is the best evidence of the latter’s actual participation in the
transportation of the goods. Such
document, validly entered, stands as the law among the shipper, carrier and the
consignee, who are all bound by the terms stated therein. Besides, a carrier’s valid claim after it
fulfilled its obligation cannot just be rejected by the named consignee upon a
simple denial that it ever consented to be a party in a contract of
affreightment, or that it ever participated in the preparation of the bill of
lading. As against Shin Yang’s bare
denials, the bill of lading is the sufficient preponderance of evidence
required to prove MOF’s claim. MOF
maintains that Shin Yang was the one that supplied all the details in the bill
of lading and acquiesced to be named consignee of the shipment on a ‘Freight
Collect’ basis.
Lastly, MOF claims that even if Shin Yang never
gave its consent, it cannot avoid its obligation to pay, because it never
objected to being named as the consignee in the bill of lading and that it only
protested when the shipment arrived in the
Respondent’s Arguments
Echoing the CA decision, Shin Yang insists that MOF has
no evidence to prove that it consented to take part in the contract of
affreightment. Shin Yang argues that MOF
miserably failed to present any evidence to prove that it was the one that made
preparations for the subject shipment, or that it is an ‘actual shipping
practice’ that forwarders/consolidators as consignees are the ones that provide
carriers details and information on the bills of lading.
Shin Yang contends that a bill of lading is
essentially a contract between the shipper and the carrier and ordinarily, the
shipper is the one liable for the freight charges. A consignee, on the other hand, is initially
a stranger to the bill of lading and can be liable only when the bill of lading
specifies that the charges are to be paid by the consignee. This liability arises from either a) the
contract of agency between the shipper/consignor and the consignee; or b) the
consignee’s availment of the stipulation pour
autrui drawn up by and between the shipper/ consignor and carrier upon the
consignee’s demand that the goods be delivered to it. Shin Yang contends that the fact that its
name was mentioned as the consignee of the cargoes did not make it
automatically liable for the freightage because it never benefited from the
shipment. It never claimed or accepted
the goods, it was not the shipper’s agent, it was not aware of its designation
as consignee and the original bill of lading was never endorsed to it.
Issue
The
issue for resolution is whether a consignee, who is not a signatory to the bill
of lading, is bound by the stipulations thereof. Corollarily, whether respondent who was not
an agent of the shipper and who did not make any demand for the fulfillment of
the stipulations of the bill of lading drawn in its favor is liable to pay the
corresponding freight and handling charges.
Our Ruling
Since the CA and the trial
courts arrived at different conclusions, we are constrained to depart from the
general rule that only errors of law may be raised in a Petition for Review on Certiorari under Rule 45 of the Rules of
Court and will review the evidence presented.[11]
The
bill of lading is oftentimes drawn up by the shipper/consignor and the carrier
without the intervention of the consignee.
However, the latter can be bound by the stipulations of the bill of
lading when a) there is a relation of agency between the shipper or consignor
and the consignee or b) when the consignee demands fulfillment of the
stipulation of the bill of lading which was drawn up in its favor.[12]
In Keng Hua
Paper Products Co., Inc. v. Court of Appeals,[13]
we held that once the bill of lading is received by the consignee who does
not object to any terms or stipulations contained therein, it constitutes as an
acceptance of the contract and of all of its terms and conditions, of which the
acceptor has actual or constructive notice.
In Mendoza v. Philippine
Air Lines, Inc.,[14] the consignee sued the carrier for damages
but nevertheless claimed that he was never a party to the contract of
transportation and was a complete stranger thereto. In debunking
x x
x First, he insists that the
articles of the Code of Commerce should be applied; that he invokes the
provisions of said Code governing the obligations of a common carrier to make
prompt delivery of goods given to it under a contract of transportation. Later,
as already said, he says that he was never a party to the contract of transportation
and was a complete stranger to it, and that he is now suing on a tort or a
violation of his rights as a stranger (culpa aquiliana). If he does not
invoke the contract of carriage entered into with the defendant company, then
he would hardly have any leg to stand on. His right to prompt delivery of the
can of film at the
Still another view of this phase of the case is
that contemplated in Art. 1257, paragraph 2, of the old Civil Code (now Art.
1311, second paragraph) which reads thus:
‘Should the contract contain any
stipulation in favor of a third person, he may demand its fulfillment provided
he has given notice of his acceptance to the person bound before the
stipulation has been revoked.'
Here, the contract of carriage between the LVN
Pictures Inc. and the defendant carrier contains the stipulations of delivery
to
In sum, a consignee,
although not a signatory
to the contract of carriage between the shipper and the carrier, becomes a
party to the contract by reason of either a) the relationship of agency between
the consignee and the shipper/ consignor; b) the unequivocal acceptance of the
bill of lading delivered to the consignee, with full knowledge of its contents
or c) availment of the stipulation pour autrui, i.e., when the
consignee, a third person, demands before the carrier the fulfillment of the
stipulation made by the consignor/shipper in the consignee’s favor,
specifically the delivery of the goods/cargoes shipped.[16]
In the instant case, Shin Yang consistently
denied in all of its pleadings that it authorized Halla Trading, Co. to ship the
goods on its behalf; or that it got hold of the bill of lading covering the
shipment or that it demanded the release of the cargo. Basic is the rule in evidence that the burden of
proof lies upon him who asserts it, not upon him who denies, since, by the
nature of things, he who denies a fact cannot produce any proof of it.[17] Thus, MOF has the burden to controvert all these denials, it
being insistent that Shin Yang asserted itself as the consignee and the one
that caused the shipment of the goods to the
In civil cases,
the party having the burden of proof must establish his case by preponderance
of evidence,[18]
which means evidence which is of greater weight, or more convincing than that
which is offered in opposition to it.[19] Here, MOF failed to meet the required quantum
of proof. Other than presenting the bill
of lading, which, at most, proves that the carrier acknowledged receipt of the
subject cargo from the shipper and that the consignee named is to shoulder the
freightage, MOF has not adduced any other credible evidence to strengthen its
cause of action. It did not even present
any witness in support of its allegation that it was Shin Yang which furnished
all the details indicated in the bill of lading and that Shin Yang consented to
shoulder the shipment costs. There is also
nothing in the records which would indicate that Shin Yang was an agent of
Halla Trading Co. or that it exercised any act that would bind it as a named
consignee. Thus, the CA correctly
dismissed the suit for failure of petitioner to establish its cause against
respondent.
WHEREFORE, the petition is DENIED. The assailed Decision of the Court of Appeals
dated
SO ORDERED.
MARIANO
C.
Associate
Justice
WE
CONCUR:
ANTONIO T. CARPIO
Associate Justice
Chairperson
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TERESITA J. LEONARDO-DE CASTRO Associate Justice |
ARTURO D. BRION Associate Justice |
ROBERTO A. ABAD
Associate Justice
ATTESTATION
I
attest that the conclusions in the above Decision had been reached in
consultation before the case was assigned to the writer of the opinion of the
Court’s Division.
ANTONIO T. CARPIO
Associate Justice
Chairperson, Second Division
C E R T I F I C A T I O N
Pursuant
to Section 13, Article VIII of the Constitution, and the Division Chairperson’s
attestation, it is hereby certified that the conclusions in the above Decision
had been reached in consultation before the case was assigned to the writer of
the opinion of the Court’s Division.
REYNATO S. PUNO
Chief Justice
* Per
Special Order No. 775 dated
** Additional
member per Special Order No. 776 dated
[1] Rollo, pp. 9-38.
[2]
[3]
[4]
[5]
[6]
[7]
[8]
[9]
[10]
[11] Wallem Phils. Shipping Inc. v. Prudential Guarantee & Assurance Inc., 445 Phil. 136, 149 (2003).
[12] See Sea-Land Service v. Intermediate Appellate Court, 237 Phil. 531, 535-536 (1987).
[13] 349
Phil. 925, 933 (1998).
[14] 90
Phil. 836, 846 (1952).
[15]
[16] Civil Code of the Philippines, Article
1311, 2nd paragraph: If a contract should
contain some stipulation in favor of a third person, he may demand its
fulfillment provided he communicated his acceptance to the obligor before its
revocation. A mere incidental benefit or interest of a person is not
sufficient. The contracting parties must have clearly and deliberately
conferred a favor upon a third person.
[17] Acabal
v. Acabal, 494 Phil. 528, 541 (2005).
[18] New
Testament
[19] Condes
v. Court of Appeals, G.R. No. 161304,