Republic of the Philippines
Supreme Court
FIRST DIVISION
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SWIFT FOODS, INC., |
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G.R. No. 170486 |
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Petitioner, |
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Present: |
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versus - |
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LEONARDO-DE CASTRO, |
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BERSAMIN, |
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DEL CASTILLO, and VILLARAMA, JR., JJ. |
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SPOUSES JOSE MATEO,
JR. and IRENE MATEO, |
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Promulgated: |
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Respondents. |
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September 12, 2011 |
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D E C I S I O N
DEL CASTILLO, J.:
A review of the facts of the case is
necessary when the courts below fail to make findings that are necessary for a
proper disposition of the case.
Before the Court is a Petition for
Review[1] of the
November 15, 2005 Decision[2] of the
Court of Appeals (CA) in CA-G.R. CV No. 73368.
The dispositive portion of the assailed Decision reads:
WHEREFORE, the appealed decision is
AFFIRMED with MODIFICATION, in that the trial courts award of attorneys fees
to the [respondents] is deleted for lack of basis.
SO
ORDERED.[3]
The affirmed ruling of the trial
court contained the following disposition:
WHEREFORE, in view of the foregoing, the Court hereby
renders judgment in favor of [respondents] SPS. JOSE & IRENE MATEO and
against [petitioner] SWIFT FOODS, INC., directing [petitioner] to:
1. RETURN
the Owners Duplicate Copies of Transfer Certificates of Title Nos. T-19808
P(M), T-19809 P (M) and T-19810 P(M) of the Registry of Deeds of Bulacan
immediately;
2. RETURN
P100,000.00 cash bond upon
the finality of this Decision with interest at twelve [percent] (12%) per annum
from the filing of this Complaint until fully satisfied;
3. PAY
to [respondents] the following amounts, to wit:
a. Two
Hundred Forty Three Thousand (P243,000.00) Pesos as actual damages
representing the warehousing fees from May 13, 1996 up to June 30, 1997;
b. Two
Hundred Thousand (P200,000.00) Pesos as moral damages;
c. One
Hundred Thousand (P100,000.00) Pesos for and as attorneys fees; and
d. Cost of suit.
SO ORDERED.[4]
Factual antecedents
Petitioner
Swift Foods, Inc. (Swift) is a corporation engaged in the manufacture, sale,
and distribution of animal feeds.
Respondent-spouses Jose and Irene
Mateo (respondents) are businessmen engaged in a dealership in poultry and
feeds supply and a trucking business in San Jose Del Monte, Bulacan.
In 1984, the two parties entered
into a Trucking Agreement whereby respondents trucks hauled Swifts feeds from
its central office in Pioneer Street in Mandaluyong City to its various
warehouses in Luzon. Under this
agreement, respondents deposited cash bonds of P100,000.00 per
truck. Several years into their
contract, only one truck of respondents remained under contract but Swift
maintained respondents cash bond of P100,000.00. Respondents requested the return of the
excess cash bond but the same was inexplicably denied by Swift.
In June 1995, respondent Jose Mateo
(Jose) spoke with Swifts Feeds Sales Supervisor, Efren Buhain[5] (Buhain),
regarding the possible lease of Joses warehouse for the storage of Swifts
feeds products. The two agreed and on
July 5, 1995, Jose signed the Warehousing Agreement, which was to remain in
force for a two-year period.[6] The signatory for Swift was its
Vice-President for Feed Operations, Edward R. Acosta.[7] While the warehousing agreement required Jose
to post a bond to secure his faithful compliance with his obligations,[8] both
parties nonetheless proceeded with the enforcement of the contract even
without compliance with such requirement.
In the same month, Swift began
delivering feeds to respondents warehouse.[9] Swifts booking salesman, Rosalino Enfestan[10]
(Enfestan), worked closely with respondents in the warehouse operations, even
supervising the work of respondents bodegero,
Vicente Mateo (Vicente).[11] To properly document the movement of the
stocks, Swift, through Enfestan gave respondents two kinds of warehouse
documents: the Daily Warehouse Stock
Report (DWSR), which is the inventory of incoming stocks, and the Warehouse
Issue Slip (WIS), which is a receipt for released stocks.[12]
According to Swift, the WIS should contain the signature of the sales personnel
as proof that the latter received the released stocks, in accordance with
Paragraph V of the agreement. According
to Jose, Wilfredo Pacres (Wilfredo), Swifts National Feed Sales Manager, would
sometimes inspect respondents warehouse and the warehouse documents.[13]
On February 16, 1996, seven months
into the contract, the respondents in apparent compliance with the bond requirement,
delivered three land titles to Swift.[14] The acknowledgment receipt issued by Swift for
the surrendered titles stated that these were collateral for feeds
warehousing.[15] The receipt was duly signed by Swift
officials and by respondent Jose.
On May 9, 1996, Swifts personnel,
Wilfredo and Jasmine Pena, conducted an audit of the stocks stored in
respondents warehouse. They went over
the warehousing documents (i.e., WIS
and DWSR) and counted the remaining stocks.
A comparison of the two warehouse documents revealed one missing bag,
which respondent Jose duly paid on the same day.[16]
On May 20, 1996, however, Swift
informed respondents that it was terminating their contract effective May 13,
1996 because of respondents violations of their Warehousing Agreement.[17] Swift
explained that, under Paragraph V of the Warehousing Agreement, the warehouse
operator should only release stocks to Swifts sales personnel after the latter
presents a clearance to withdraw stocks.[18] This was to ensure that Swifts stocks would
only be released to authorized individuals and Swift could collect payment
accordingly. Contrary to this provision,
respondents released stocks without the necessary clearance to withdraw and
without the participation of Swifts sales personnel. The violations were evident from the WIS which
did not
contain the signatures of Swifts sales personnel. The absence of the sales
personnels signature meant that the warehouseman released stocks, without the participation of Swifts sales
personnel, and without any written authority from Swift. These unauthorized releases caused Swift a
cash shortage of around P2 million, for which respondents should be held
liable.[19] Swift
then retained respondents three land titles until the latter shall have fully complied
with their obligation. It cited as its
basis Paragraph XII of the Warehousing Agreement, which states that the bond x
x x shall answer for whatever obligation the warehouse operator may have with
[Swift].[20]
Respondents denied violating the terms
of the warehousing agreement. They
explained their actions as mere obeisance to Buhain and Enfestans instructions
to release the stocks directly to customers.
As proof of these instructions, respondents presented the handwritten
letter they received from Buhain[21]
authorizing them to release the stocks directly to customers. Respondents
maintained that Buhain and Enfestan should answer for the cash shortages. Expecting their explanation to be
satisfactory, respondents demanded that Swift return their three land titles.[22] When Swift did not accede to their demand,[23]
respondents filed a complaint against Swift for the surrender of their
certificates of
title
with damages[24]
Respondents complaint alleged that
petitioner is retaining respondents titles without legal justification. They maintained that the alleged cash
shortage is attributable to petitioners negligence in the supervision of its
sales personnel. Respondents claimed
actual damages from petitioner consisting of the monthly rentals for the
unexpired term of the contract for the unjustified termination of their
warehousing agreement.
Respondents
then filed an Amended Complaint.[25] They included an additional cause of action,
whereby respondents asserted that petitioner is in possession of respondents
cash bond, worth P100,000.00, under their expired trucking
agreement. Respondents argued that
petitioner had no right to retain the bond because the trucking agreement had
already expired and respondents did not incur liabilities under the said
trucking agreement that may be chargeable to the cash bond.
Petitioner countered in its Answer
that it was respondents breach of the clear written terms of the agreement
which facilitated the unauthorized sales committed by the sales personnel.[26] It was respondents who were well aware that
petitioners sales personnel were not following the procedure set out in the
warehousing agreement. It was therefore
incumbent upon them to have alerted petitioner to the matter. Respondents failure to do so constitutes bad
faith in the performance of their contractual obligations.[27]
Ruling
of the Regional Trial Court[28]
The
trial court ruled in favor of
respondents and ordered petitioner to return
the
three land titles. The RTC held that respondents did not breach the Warehousing
Agreement for which their titles may be answerable. They merely followed the instructions given
to them by Swifts sales personnel, which instructions they had no reason to
doubt. Since respondents were first-time
warehouse operators, they could not have been presumed to have any knowledge of
the warehouse operating procedures. It was therefore incumbent upon Swift to
have conducted training and seminars for respondents. It was Swifts failure to conduct such
trainings for respondents that allowed the Swift sales personnel to take
advantage of the novice warehouse operators.
Moreover, Swift should recover their cash shortages from its own
employees who appear to have malversed the same.
In the absence of a breach of
contract, Swift was not justified in prematurely terminating the warehouse
agreement. For this, it was ordered by
the court to pay respondents the unrealized warehousing fees for the remaining
duration of the contract.
Since Swift did not allege damages
incurred pursuant to the trucking agreement, it is not justified in keeping the
P100,000.00 cash bond beyond its purpose. Thus, the trial court ordered petitioner to
return respondents cash bond.[29]
The trial court also ordered
petitioner to pay P100,000.00 as attorneys fees and P200,000.00
as moral damages, as well as costs of suit.[30]
Petitioner appealed the adverse Decision. It argued that the trial court erred in
finding respondents free of any liability under the warehousing agreement. Respondents were not justified in
contravening the written terms of their agreement. Their contractual breach is clear and their
bond, consisting of the three
land
titles, is properly answerable for the damages caused to petitioner.
Ruling
of the Court of Appeals[31]
The CA disagreed with
petitioner. First, the CA held that
petitioner had no basis for terminating the Warehousing Agreement. The CA
observed that petitioner did not bring the alleged contractual breach to
respondents attention. Its silence can
be taken as its condonation of respondents acts.[32] Having condoned these acts for several
months, petitioners sudden unilateral termination of the warehouse agreement
was tainted with bad faith for which petitioner should be held liable for
damages.[33]
Second, petitioner failed to prove
its allegation that respondents incurred cash shortages that can be charged
against the surrendered titles. The CA noted petitioners utter failure to
present the Audit Report, which could have proven the existence and extent of the
cash shortage. Moreover, it failed to
present the original or duplicate originals of the WIS. Weighing the evidence on record, the CA ruled
that the shortages appear to be attributable to petitioners employees, Buhain
and Enfestan, not to respondents. Thus,
petitioner has no justification for withholding respondents titles and was
ordered to return the same to respondents.[34]
The CA also found sufficient basis
for the trial courts award of moral damages to respondents in the amount of P200,000.00.[35] The CA, however, deleted the award of
attorneys fees to respondents for lack of basis.[36]
Hence, this petition.
Petitioners
arguments
Petitioner assails the CA Decision
that petitioner has no right to withhold respondents land titles.
Petitioner points out that
respondent Jose and his bodegero,
Vicente, admitted in open court that they issued stocks directly to customers
without a prior written clearance from the petitioner and without obtaining the
signature of the sales personnel on the WIS.
Respondents irregular practice constitutes a breach of the contract,
which caused substantial financial losses to petitioner and is chargeable
against respondents collateral.[37]
Petitioner likewise assails the CA
Decision for relieving respondents of all the blame and finding petitioners
sales personnel responsible for the incurred cash shortage. Petitioner insists that respondents did not
present admissible proof of the sales personnels culpability.[38]
Petitioner maintains that the CA
erred in ordering petitioner to return respondents cash bond of P100,000.00
under an alleged trucking agreement.
Petitioner argues that there was no basis for the said Decision given
that respondents never presented such agreement and any proof of the delivery
of the cash bond to petitioner. It
invoked the Best Evidence Rule that when the contents of a document are in
issue, the best evidence thereof is the original document which contains all
the terms between the contracting parties.[39]
Respondents
arguments
Respondents
pray for the dismissal of the petition on the ground that it raises factual issues, which is beyond
the province of a Rule 45
petition for
review.[40]
With respect to the allegation that
releasing stocks without prior written authority constitutes a breach of the
Warehousing Agreement, respondents replied that the breach was caused by
petitioner itself when it never issued any written authority for the release of
stocks. Moreover, petitioner was content
to receive the collections from the sales of respondents warehouse, without
questioning the absence of prior written authorizations.[41]
Respondents
maintain that petitioner failed to prove respondents liability for cash
shortages. The photocopies of the WIS
were inadmissible because petitioner could not adequately explain why the
originals were lost. Moreover,
petitioner could not present the audit report on the cash shortages despite its
contention that such report exists.[42]
As
for the failure to present the Trucking Agreement in court, respondents argue
that petitioner never objected to respondent Joses testimony regarding the
existence of the same and the delivery of the cash bond to petitioner. Thus, respondents maintain that this is a
question of fact that was raised for the first time in the appeal.[43]
Issue
Whether
the CA erred in its appreciation of the evidence
Our Ruling
This case involves respondents complaint against Swift to surrender their
land
titles. Swift refused to return the
titles on the ground that they were being held as security for respondents liabilities
for their breach of the warehousing agreement.
Respondents denied incurring any liability under the agreement. Thus, at the heart of the case is the issue of
whether respondents committed a breach of the warehousing agreement for which they
may be held liable to Swift.
From a reading of the decisions
below, it appears that the trial and appellate courts side-stepped this issue
of breach. Both Decisions did not make
categorical findings on the matter. Instead,
they pronounced that respondents actions, whether
violative of the written contract or not, were justified because petitioner
neglected to inform respondents of their duties under the warehousing agreement
and to conduct trainings and seminars to orient respondents to warehouse
operations. According to the lower
courts, it was petitioners negligence that made the novice warehouse operators
easy prey to petitioners erring employees, and petitioner should have
monitored its employees better to avoid the situation. The error in the Decisions below is
apparent. They failed to decide the main
question of whether respondents breached the contract. It is for this reason that this Court, which
generally does not review facts, is pressed to make its own findings for a
proper disposition of the case.
The vinculum that binds respondents and petitioner is their contract,
denominated as a warehousing agreement.
Under the said contract, the parties agreed that petitioner will pay
respondents a monthly warehousing fee of P18,000.00, and in return,
respondents will warehouse petitioners stocks and be accountable for all the
stocks duly received and released by them.[44] Their contract also required respondents to
post a bond to answer for whatever obligations they may have with petitioner.[45]
The agreement also provided the
procedures that respondents should observe in order to promote an effective and
efficient warehouse operation.[46] For the purpose of this disposition, the
relevant procedural provision is Paragraph V, to wit:
V- RECEIPTS
AND ISSUANCE OF STOCKS
The
WAREHOUSE OPERATORS shall duly acknowledge all incoming deliveries from [Swift]
signing on the corresponding Delivery Receipts and Waybills.
The
WAREHOUSE OPERATORS shall issue stocks, duly documented, to all feeds salesmen
assigned in the area, which stocks may be issued only upon presentment of the
clearance to withdraw stocks.
Under
no circumstanc[e] that the WAREHOUSE OPERATORS shall issue any stocks to any
person, including themselves without any prior written authority from
[Swift]. In any event all stocks
withdrawals must pass thru the authorized feeds salesman of [Swift].[47]
The
foregoing provision of the Warehousing Agreement states that the warehouseman
should only release stocks to Swifts sales personnel who present a clearance
to withdraw stocks.
The records reveal that, contrary to
this provision, respondents released stocks without the necessary
clearance. They admitted in court that
they never required a clearance prior to the release of stocks. Moreover, they admitted that there were times
when they released stocks directly to customers and not to petitioners sales
personnel. When asked to explain his
actions which were in contrast to his contractual undertakings, respondent Jose
admitted not reading, much less understanding, the warehouse agreement. He simply followed all the verbal
instructions given to him by Buhain and Enfestan. Thus, respondents breach of
Paragraph V of the Warehousing Agreement is clear.
These admissions were ignored by the
trial and appellate courts, which seemed to brush off Joses negligence as
understandable because he was a novice in the warehousing business. But ones newness to the business is not an
excuse to violate the clear terms of ones contract. A seasoned businessman such as Jose (who
admitted in open court to having several successful businesses) should have
been alert to the dangers of contravening the clear terms of ones
contract. He should not have deviated
from the procedure provided in the contract in the absence of any amendment
therein. At the very least, ordinary diligence required him to inquire with the
head office whether the changes being introduced by Buhain or Enfestan were proper
or authorized. Respondents total
reliance on the word of petitioners sales personnel, contrary to the written
contract, is a clear act of negligence. A
contract is the law between the parties and those who are guilty of negligence
in the performance of their obligations are liable for damages.[48]
Worse, the real reason why respondent
Jose did not notice the dubious nature of the
procedures being introduced by the Swift personnel was his total
ignorance of his obligations under the warehousing agreeement. He admitted not reading the agreement, which was
a total abdication of his duties. Unless
a contracting party cannot read or does not understand the language in which
the agreement was written, he is presumed to know the import of his contract
and is bound thereby.[49] Not having alleged any of the foregoing, respondent
Jose has no excuse for his actions. It
was his nonchalance to his contractual duties and obligations, which
facilitated the malfeasance of petitioners personnel and exposed petitioner to
undue risks.
Having come to the finding of
breach, we come to the determination of respondents liability. Swift maintains that, due to respondents
unauthorized stock releases, it was unable to collect the payments for 4,444
bags of feeds, the price of which amounts to
P2,197,063.00.[50] What Swift is trying to recover are actual
damages, which is only awarded to the extent that pecuniary loss had been
proven.[51] Unfortunately for Swift, it miserably failed
to prove its actual damage.
According to Paragraph IV of the
Warehouse Agreement, Swifts claims x x x against the operators shall be based
on prevailing price list at the time of loss.[52] The records show that Swift failed to prove
the existence and extent of the alleged shortages for which respondents are being
held liable. It did not even attempt to
show in court the prevailing price of the feeds that respondents released. The least that Swift could have done was to
produce the audit report to serve as basis of its claims against
respondents. As it is, Swift only
presented the WIS that did not contain the signatures of the sales personnel,
which is only proof that respondents violated paragraph V of the warehouse
agreement, but is not sufficient proof of the damages caused by the violation.
In these situations where there has
been a breach of contract but actual damages have not been established, nominal
damages may be awarded to vindicate the injured partys rights.[53] Considering that the respondents did not
perform or even take efforts to fully comply with their duties and obligations
under the warehousing agreement, it is only just that they be ordered to return
P150,000.00 as nominal damages which is an approximation of whatever
benefit they received from such agreement.
As for the land titles surrendered
by respondents, the Court determines that Swift has no basis for retaining the
same as collateral for feeds warehousing.[54] While the warehousing agreement stipulated
that the respondents shall post a bond (which may be in the form of a property
bond), this was merely a future undertaking that did not actually
materialize. Although the respondents
delivered their land titles to Swift, they did not actually execute any bond
agreement or security instrument (such as real estate mortgage). In the absence of such bond agreement or
security instrument, it cannot be said that a bond has actually been posted or
constituted. Besides, even assuming arguendo that the real properties served
as collateral, petitioner cannot just appropriate them in view of the
prohibition against pactum commissorium.[55]
Considering petitioners wrongful retention
of respondents titles, we affirm the lower courts award of moral damages in
favor of respondents. The person claiming moral damages must prove the
existence of bad faith by clear and convincing evidence for the law always
presumes good faith.[56] Bad faith is defined in jurisprudence as a
state of mind affirmatively operating with furtive design or with some motive
of self interest or ill will or for ulterior purpose.[57] Respondents were able to prove that petitioner
acted in bad faith in keeping the titles despite its knowledge that there was
no bond or real estate mortgage to justify its retention thereof. Petitioner knew that it needed a real estate
mortgage to keep the titles, as shown by the fact that its officer even went to
respondents home to try to obtain their signatures to a deed of real estate
mortgage (without success).[58] Despite its failure to obtain such bond, petitioner
bull-headedly kept the titles.
The Court, however, finds the sum
awarded as moral damages excessive under the circumstances.[59] The Court believes that the amount of P50,000.00
as moral damages is reasonable and sufficient.
Moral damages are not punitive in nature and not intended to enrich the
claimant at the expense of the defendant.[60]
As for the cash bond of P100,000.00
still held by petitioner despite the termination of the trucking agreement, the
Court affirms the trial and appellate courts findings that the same has been
duly established. Petitioner did not deny receiving the cash bond. Neither did it allege that it has already
returned the cash bond, nor did it allege that respondents incurred liabilities
under the trucking agreement for which the bond may answer. The inevitable conclusion is that it remains
indebted to respondents for the said cash bond.
Moreover, such debt was impliedly admitted by petitioner when it stated
in its Answer[61]
that it had agreed to offset the amount it owes respondent under the cash bond
with respondents liability for breaching the warehousing agreement.
Nevertheless, the Court finds basis
for modifying the trial and the appellate courts disposition regarding the
interest rate imposable on the cash bond.[62] Since the bond is not a loan or a forbearance
of money, the interest rate should only be six percent (6%) per annum from May
17, 1999,[63]
which is the date of judicial demand.
The interest rate of twelve percent (12%) per annum shall apply from the
finality of judgment until its full satisfaction.[64]
WHEREFORE,
premises considered, the petition is PARTIALLY
GRANTED. The November 15, 2005 Decision of the Court
of Appeals in CA-G.R. CV No. 73368 is REVERSED
AND SET ASIDE insofar as it found SWIFT FOODS, INC. liable to the spouses
Jose Mateo, Jr. and Irene Mateo for actual damages. Instead, the spouses Jose Mateo, Jr. and Irene Mateo are ordered to PAY SWIFT FOODS, INC. the amount of P150,000.00 by way of NOMINAL DAMAGES, which amount may be
offset (to the extent applicable) against the monetary award in favor of spouses
Jose Mateo, Jr. and Irene Mateo.
The rest of the assailed Decision of
the Court of Appeals is AFFIRMED
with the MODIFICATIONS, to
wit:
1. The legal
interest imposed on the P100,0000.00 cash bond shall be
at the rate of six percent (6%) per annum from May 17, 1999 and at the rate of twelve
percent (12%) per annum from the time the judgment of this Court becomes final
and executory until the obligation is fully satisfied;
2.
The award of moral damages in favor of spouses
Jose Mateo, Jr. and Irene Mateo is REDUCED
to P50,000.00.
SO ORDERED.
MARIANO C.
Associate Justice
WE CONCUR:
RENATO C. CORONA
Chief Justice
Chairperson
|
TERESITA J. LEONARDO-DE
CASTRO Associate Justice |
LUCAS
P. BERSAMIN Associate Justice |
MARTIN S. VILLARAMA, JR.
Associate Justice
C E R T I F I C A T I O N
Pursuant to Section 13,
Article VIII of the Constitution, 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 Courts Division.
RENATO C. CORONA
Chief Justice
[1] Rollo, pp. 19-43.
[2] CA rollo, pp. 249-263; penned by Associate
Justice Vicente S.E. Veloso and concurred in by Associate Justices Juan Q.
Enriquez, Jr. and Amelita G. Tolentino.
[3] CA
Decision, p. 14; id. at 262.
[4] RTC
Decision, p. 4; Records, p. 463; penned by Judge Santiago G. Estrella.
[5] Direct
Testimony of Jose Mateo dated October 4, 1999, p. 11.
[6]
[7] Records,
p. 191.
[8]
XII
BOND TO SECURE FAITHFUL COMPLIANCE
It is agreed and understood that
the WAREHOUSE OPERATORS shall post a bond acceptable to [Swift] which may
either be surety bond, or a certificate of time deposit, or a cash bond, or a
property bond in the amount of ONE MILLION (P1,000,000.00) PESOS. In case of surety bond, only surety bonds
issued by an accredited bonding company of [Swift] are acceptable. In case of time deposit, it shall be issued
by a major commercial bank, and that the same shall be properly assigned in
favor of [Swift]. Cash bond will earn an
annual interest of 10%. In case of
property bond, the same shall be subject to the proper appraisal by [Swift].
This bond, in any of the forms
mentioned, shall answer for whatever obligation the WAREHOUSE OPERATORS may
have with [Swift]. Notwithstanding the
foregoing, [Swift] will not be precluded from bringing any action against the
WAREHOUSE OPERATORS as it may be entitled under the law.
[9] Direct
Testimony of Jose Mateo dated October 4, 1999, p. 12.
[10] Also
referred to as EMFESTAN in some parts of the records.
[11] Direct
Testimony of Jose Mateo dated October 4, 1999, p. 28.
[12]
[13] Direct
Testimony of Jose Mateo dated October 25, 1999, pp. 3-4.
[14] TCT
Nos. T-19810 P(M), T-19809 P(M), T-19808 P(M), Records, pp. 367-372.
[15]
[16]
[17]
Dear Mr. Mateo:
We are writing to
your good office to inform you that we shall terminate our warehousing
agreement effective May 13, 1996.
This was due to
violation [sic] committed in our Warehousing Contract of Agreement. Violation covers the following provisions:
Provision
I Ownership of Stocks
Provision IV
Liability for Stocks Shortage
Provision V
Receipts and Issuance of Stocks
The monthly rental
of P18,000.00 per month shall likewise be on hold starting April &
May, this shall be applied to the three months advance deposit we have done
last year. May we also request that the
remaining P18,000.00 from the 3 months advance be return [sic] to
SFI.
Thank you very much for the kind support and understanding.
Very truly yours,
(Signed)
Wilfredo H. Pacres
National Feeds Sales
Manager
[18]
V
RECEIPTS AND ISSUANCE OF STOCKS
The WAREHOUSE OPERATORS shall
duly acknowledge all incoming deliveries from [Swift] signing on the
corresponding Delivery Receipts and Waybills.
The WAREHOUSE OPERATORS shall
issue stocks, duly documented, to all feeds salesmen assigned in the
area, which stock may be issued only upon presentment of the clearance to
withdraw stocks.
Under no circumstances that the
WAREHOUSE OPERATORS shall issue any stocks to any person, including themselves
without any prior written authority from [Swift]. In any event all stocks
withdrawals must pass thru the authorized feeds salesman of [Swift]. (Emphasis
supplied.)
[19]
[20]
[21]
[22]
[23]
[24]
[25]
[26]
[27]
[28]
[29] RTC
Decision, p. 3; id. at 462.
[30] RTC
Decision, p. 4; id. at 463.
[31] CA rollo, pp. 249-263.
[32] CA
Decision, pp. 9-10; id. at 257-258.
[33]
[34]
[35]
[36]
[37] Petitioners
Memorandum, pp. 9-13; rollo, pp.
149-153.
[38]
[39]
[40] Respondents
Memorandum, id. at 192-194.
[41]
[42]
[43]
[44] Records, p. 189.
[45]
[46]
XIV- OTHER
PROVISIONS
It is agreed and understood that
all existing Standard Operating Procedures, Circulars and Directives, and those
which may hereafter be issued by [Swift] shall be observed by the WAREHOUSE
OPERATORS in order to promote an effective and efficient warehouse operations [sic],
[Swift] shall, from time to time, provide the WAREHOUSE OPERATORS such
Operating Procedures, Circulars, and Directives.
[47]
[48] Civil Code, Article 1170.
[49] Civil Code, Article
1332.
[50] Records, p. 99.
[51] Civil Code, Article 2199.
[52] Records, p. 190.
[53] Civil
Code, Article 2221; Lufthansa German Airlines
v. Court of Appeals, 313 Phil. 503, 526 (1995).
[54] Records,
p. 11.
[55] A pactum commissorium is a stipulation
that the creditor can appropriate or dispose of the things given to the
creditor by way of security. Article
2088 of the Civil Code declares such stipulations null and void.
[56] Ace Haulers Corporation v. Court of Appeals,
393 Phil. 220, 230 (2000).
[57] Balbuena v. Sabay, G.R. No. 154720,
September 4, 2009, 598 SCRA 215, 227.
[58] Direct Testimony of Jose Mateo dated October
25, 1999, pp. 9-13; Direct Testimony of David Ulep, September 20, 2001, pp.
7-11.
[59] Civil Code, Article 2216.
[60] Spouses Paguyo v. Astorga, 507 Phil. 36, 56-58 (2005); Aguilar v. Burger Machine Holdings
Corporation, G.R. No. 172602, October 30, 2006, 506 SCRA 266, 278.
[61] Answer
to Amended Complaint, Records, p. 93.
[62] Records, p. 64.
[63] In the absence of
evidence of extrajudicial demand, Civil
Code, Article 1169.
[64] Eastern Shipping Lines, Inc. v. Court of Appeals, G.R. No. 97412,
July 12, 1994, 234 SCRA 78, 95-97.