THIRD
DIVISION
|
BANK OF THE PHILIPPINE Petitioner, - versus - SMP, INC., Respondent. |
G.R.
No. 175466
Present:
Chairperson, VELASCO, JR., NACHURA, PERALTA, and Promulgated: December 23,
2009 |
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RESOLUTION
NACHURA, J.:
Before the Court is a petition for
review on certiorari under Rule 45 of
the Rules of Court, assailing the Decision[1]
dated August 16, 2006 and the Resolution[2]
dated November 15, 2006 of the Court of Appeals (CA) in CA-G.R. CV No. 86055.
The
facts of the case, as culled by the CA from the Decision[3] dated
June 6, 2005 of the Regional Trial Court (RTC), Branch 92,
Sometime in January 1995, Maria Teresa Michaela Ong, as Sales
Executive of SMP, Inc. undertook the acceptance and servicing of a purchase
order of CLOTHESPAK MANUFACTURING PHILS. (Clothespak) for 4,000 bags or sacks
of General purpose (GPS) polystyrene products.
The ordered products were delivered, for which delivery receipts were
issued. The total selling price of the
products amounted to U.S. $118,500.00.
As payment, Clothespak issued postdated checks in favor of plaintiff SMP
and delivered the same to Maria Teresa Michaela Ong. When the same were deposited by SMP Inc. on
their maturity dates, the drawee bank dishonored and returned said checks for
the reason “Account Closed.”
In
the meantime, a case was filed by herein defendant Far East Bank and Trust
Company against Clothespak for a recovery of sum of money with prayer for
issuance of preliminary attachment. The
Thereafter,
on March 28, 1995, SMP, Inc. filed an Affidavit of Third Party Claim in that
Civil Case No. 65006, claiming ownership of the 4,000 bags of General Purpose
(GPS) polystyrene products taken at Clothespak factory worth P3,096,405.00. With the filing by Far East Bank of the
indemnity bond, the goods claimed were not released and the
SMP,
Inc. alleges that there was wrongful attachment of the goods for ownership of
the same was never transferred to Clothespak.
The former anchors its claim of ownership over the goods by virtue of
the Provisional Receipt No. 4476 issued by Sales Executive Maria Teresa
Michaela Ong to Clothespak with the words, “Materials
belong to SMP Inc. until your checks clear.” She testified during the trial that the above
words were in her own handwriting. The
said receipt was allegedly issued to Alex Tan of Clothespak after the checks,
payment for the goods, were issued to her.
It is asserted that despite receipt by Clothespak of the goods,
ownership remained with SMP, Inc. until the postdated checks it issued were
cleared.
Defendant
bank, however, claims that the said provisional receipt was falsified to negate
the terms of the Sales Invoices. The
phrase, “materials belong to SMP, Inc.
until your checks clear,” was only an insertion of plaintiff’s representative
in her own handwriting. It did not bear
the conformity of Clothespak. Further,
defendant bank assails the admissibility of the receipt for it is a mere
triplicate copy; the original and duplicate copies were not presented in court,
in violation of the Best Evidence Rule.
Neither was there secondary evidence presented to conform to the rule.
Defendant
asserted that the buyer Clothespak had already acquired ownership over the
goods at the time of attachment. As the
delivery receipts clearly showed that the goods had already been delivered and
received by the buyer subject to the terms and conditions of the sales invoices
where it was provided that the sales is (sic) “F.O.B.” with the loss and/or
damage to the goods in transit being for the buyer’s account. As provided by law, the ownership of the
thing is acquired by the vendee from the moment of delivery in any of the ways
therein specified or in any manner signifying an agreement that the possession
is transferred to the vendee, and the thing sold is considered delivered when
placed in the control and possession of the said vendee.
The
main issue presented is whether at the time of the attachment, plaintiff still
owned the goods levied upon, or ownership thereof had already passed to Clothespak
Manufacturing. After carefully studying
the different contentions of both parties and the pieces of evidence they have
submitted, the Courts (sic) finds in favor of the plaintiff. [4]
The dispositive portion of the RTC Decision reads:
WHEREFORE,
judgment is hereby rendered in favor of the plaintiff and against defendant Far
East Bank and Trust Company (now Bank of the Philippine Islands), ordering the
latter to pay the former the sum of Two Million Nine Hundred Sixty Three
Thousand Forty One Pesos and Fifty Three Centavos (P2,963,041.53) as
actual damages, plus costs of suit.
SO
ORDERED.[5]
On appeal, the CA affirmed in toto the RTC decision in a Decision[6]
dated August 16, 2006. Petitioner filed a motion for reconsideration but the CA
denied the same in a Resolution[7]
dated November 15, 2006.
Hence, this petition.
Petitioner submitted this sole issue for resolution:
WHETHER OR NOT THE HONORABLE COURT OF APPEALS ERRED IN RULING THAT THERE WAS A WRONGFUL ATTACHMENT THUS AFFIRMING THE DECISION OF THE COURT A QUO THAT THE GOODS ATTACHED WERE STILL OWNED BY SMP, INC., NOT [BY] CLOTHESPACK, WHEN THEY WERE ATTACHED.[8]
We find the petition bereft of merit.
A distinction between a contract to
sell and a contract of sale is helpful in order to determine the true intention
of the parties. In a contract of sale, the title to the property passes to
the vendee upon the delivery of the thing sold; while in a contract to sell,
ownership is, by agreement, reserved for the vendor and is not to pass to the
vendee until full payment of the purchase price.[9] In
a contract of sale, non-payment of the price is a negative resolutory
condition. In a contract to sell, full payment is a positive suspensive
condition. In a contract of sale, the vendor loses and cannot recover ownership
of the thing sold until and unless the contract of sale is itself resolved and
set aside. In a contract to sell, the title remains with the vendor if the
vendee does not comply with the condition precedent of making payment at the time
specified in the contract.[10]
In a contract to sell, the payment of the purchase price is a positive
suspensive condition, the failure of which is not a breach, casual or serious,
but a situation which prevents the obligation of the vendor to convey title
from acquiring an obligatory force.[11]
In the instant case, ownership of the general purpose polystyrene
products was retained by SMP, Incorporated (SMP) until after the checks given
as payment by Clothespak Manufacturing Philippines (Clothespak) cleared. This was
evidenced by a provisional receipt issued by SMP to Clothespak. The agreement
between SMP and Clothespak involved a contract to sell defined under Article
1478 of the Civil Code.
On
the other hand, the stipulation that the loss or
destruction of the products during transit is on the account of Clothespak, as
buyer of the products, is of no moment. This does not alter the nature of the
contract as a contract to sell. The free on board stipulation on the contract
can coexist with the contract to sell. Otherwise stated, the provisions or
stipulations in the contract -- for the reservation of the ownership of a thing
until full payment of the purchase price and for the loss or destruction of the
thing would be on account of the buyer -- are valid and can exist in
conjunction with the other.
In order to discredit the claim of ownership by SMP,
petitioner questions the admissibility of the receipt presented by the former,
wherein the ownership was reserved for the buyer until after full payment of the
purchase price. Petitioner claims that the same was inadmissible in evidence
and was in contravention of the best evidence rule. We beg to disagree.
The best evidence rule is the rule which requires the
highest grade of evidence obtainable to prove a disputed fact. Although there
are certain recognized exceptions when the subject of inquiry is the contents
of a document, no evidence shall be admissible other than the original document
itself.[12]
However, in the instant case, contrary to petitioner’s
contention, the receipt presented by SMP is deemed as an original, considering
that the triplicate copy of the provisional receipt was executed at the same
time as the other copies of the same receipt involving the same transaction.
Section 4, Rule 130 of the Rules of Court provides:
Sec. 4. Original of document.
—
(a) The original of the document is one the
contents of which are the subject of inquiry.
(b) When a document is in two or more copies
executed at or about the same time, with identical contents, all such copies
are equally regarded as originals.
(c)
When an entry is repeated in the regular course of business, one being
copied from another at or near the time of the transaction, all the entries are
likewise equally regarded as originals.
WHEREFORE, in
view of the foregoing, the instant petition is DENIED for lack of merit. The Decision dated August 16, 2006 and the Resolution dated
November 15, 2006 of the Court of Appeals in CA-G.R. CV No. 86055 are hereby AFFIRMED.
Costs
against petitioner.
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
RENATO C. CORONA
Associate
Justice
Chairperson
|
PRESBITERO J. VELASCO, JR. Associate
Justice |
DIOSDADO M. PERALTA Associate
Justice |
MARIANO C.
Associate
Justice
A T T E S T A T I O N
I attest that the conclusions in the above Resolution were
reached in consultation before the case was assigned to the writer of the
opinion of the Court’s Division.
RENATO
C. CORONA
Associate Justice
Chairperson,
Third 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, I certify that the conclusions in
the above Resolution 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
* Additional member per Special Order No. 805 dated December 4, 2009.
[1] Penned by Associate Justice Enrico A. Lanzanas, with Associate Justices Bienvenido L. Reyes and Jose C. Reyes, Jr., concurring; rollo, pp. 24-33.
[2]
[3] Penned by Presiding Judge Samuel H. Gaerlan; records, Vol. II, pp. 572- 575.
[4]
[5]
[6] Supra note 1.
[7] Supra note 2.
[8] Rollo, p. 12.
[9] Rivera v. del Rosario, 464 Phil. 783 (2004).
[10] Spouses Dijamco v. Court of Appeals, 483 Phil. 203 (2004).
[11] Rivera v.
[12] Rules of Court, Section 3, Rule 130,
Sec. 3 reads:
Sec.
3. Original document must be produced; exceptions. — When the
subject of inquiry is the contents of a document, no evidence shall be
admissible other than the original document itself, except in the following
cases:
(a) When the original has been lost or destroyed,
or cannot be produced in court, without bad faith on the part of the offeror;
(b) When
the original is in the custody or under the control of the party against whom
the evidence is offered, and the
latter fails to produce it after reasonable notice;
(c)
When the original consists of numerous
accounts or other documents which cannot be examined in court without great
loss of time and the fact sought to be established from them is only the
general result of the whole; and
(d) When the original is a public record in the custody of a public officer or is recorded in a public office.