Chrysler Philippines Corp. v.
Court of Appeals
Facts:
Petitioner is a domestic corporation engaged in the assembling
and sale of motor vehicles and other automotive products.
Respondent Sambok Motors Co., a general partnership, during
the period relevant to these proceedings, was its dealer for
automotive products with offices at Bacolod (Sambok, Bacolod)
and Iloilo (Sambok, Iloilo).
On October 2, 1970, Sambok, Bacolod, ordered from petitioner
various automotive products worth P30,909.61, payable in 45
days; that on November 25, 1970, petitioner delivered said
products to its forwarding agent, Allied Brokerage Corporation,
for shipment; that Allied Brokerage loaded the goods on board
the M/S Doña Florentina, a vessel owned and operated by Negros
Navigation Company, for delivery to Sambok, Bacolod; that when
petitioner tried to collect from the latter the amount of
P31,037.56, representing the price of the spare parts plus
handling charges, Sambok, Bacolod, refused to pay claiming that
it had not received the merchandise; that petitioner also
demanded the return of the merchandise or their value from
Allied Brokerage and Negros Navigation, but both denied any
liability.In its Answer, Sambok, Bacolod, denied having received
from petitioner or from any of its co-defendants, the automotive
products referred to in the Complaint, and professed no
knowledge of having ordered from petitioner said articles.
Issue:
WON Sambok Bacolod bears the loss of the cargo for which it is
liable in damages to Chrysler.
Held:
No, Sambok Bacolod cannot be faulted for not accepting or
refusing to accept the shipment from Negros Navigation four
years after shipment.
It was found out that upon receipt of the Bill of Lading, Sambok
Bacolod initiated, but did not pursue stepts to take delivery as
they were advised by Negros Navigation that because some party
were missing, they would just be informed as soon as the missing
parts were located. It was only four years later that the said parts
were found in their off-shore bodega but were already
deteriorated and valueless.The evidence is clear that Negros
Navigation could not produce the merchandise nor ascertain its
whereabouts at the time Sambok, Bacolod, was ready to take
delivery. Where the seller delivers to the buyer a quantity of
goods less than he contracted to sell, the buyer may reject them.
From the evidentiary record, Negros Navigation was the party
negligent in failing to deliver the complete shipment either to
Sambok, Bacolod, or to Sambok, Iloilo, but as the Trial Court
found, petitioner failed to comply with the conditions precedent
to the filing of a judicial action. Thus, in the last analysis, it is
petitioner that must shoulder the resulting loss. The general rule
that before, delivery, the risk of loss is home by the seller who is
still the owner, under the principle of "res petit domino", is
applicable in petitioner's case.
In sum, the judgment of respondent Appellate Court, will have to
be sustained not on the basis of misdelivery but on non-delivery
since the merchandise was never placed in the control and
possession of Sambok, Bacolod, the vendee.
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Labels: digests, sales
Norkis Distributors, Inc. v. CA
Facts:
Petitioner Norkis Distributors, Inc. is the distributor of Yamaha
motorcycles in Negros Occidental. Alberto Nepales bought from
the Norkis Bacolod branch a brand new Yamaha Wonderbike
motorcycle. The price of P7,500 was payable by means of a Letter
of Guaranty from the DBP, which Norkis’ Branch Manager Labajo
agrred to accept. Hence, credit was extended to Nepales for the
price of the motorcycle payable by DBP upon release of his
motorcycle loan. As security for the loan, Nepales would execute
a chattel mortgage on the motorcycle in favor of DBP. Branch
Manager Labajo issued Norkis Sales Invoice No. 0120 (Exh.1)
showing that the contract of sale of the motorcycle had been
perfected. Nepales signed the sales invoice to signify his
conformity with the terms of the sale. In the meantime, however,
the motorcycle remained in Norkis' possession.
The motorcycle was then registered in the Land Transportation
Commission in the name of Alberto Nepales. The motorcycle was
delivered to a certain Julian Nepales who was allegedly the agent
of Alberto Nepales but the latter denies it. The motorcycle met an
accident and an investigation conducted by the DBP revealed that
the unit was being driven by a certain Zacarias Payba at the time
of the accident. The unit was a total wreck, was returned, and
stored inside Norkis' warehouse.
DBP released the proceeds of private respondent's motorcycle
loan to Norkis in thetotal sum of P7,500. As the price of the
motorcycle later increased to P7,828 in March, 1980, Nepalespaid
the difference of P328 and demanded the delivery of the
motorcycle. When Norkis could not deliver,he filed an action for
specific performance with damages against Norkis in the RTC of
Negros Occidental.He alleged that Norkis failed to deliver the
motorcycle which he purchased, thereby causing himdamages.
Norkis answered that the motorcycle had already been delivered
to private respondent beforethe accident, hence, the risk of loss
or damage had to be borne by him as owner of the unit.
Issue:
WON there had already been a transfer of ownership of the
motorcycle to Alberto Nepales at the time it was destroyed
Held:
No. The issuance of a sales invoice does not prove transfer of
ownership of the thing sold to the buyer. An invoice is nothing
more than a detailed statement of the nature, quantity and cost
of the thing sold and has been considered not a bill of sale. In all
forms of delivery, it is necessary that the act of delivery whether
constructive or actual, be coupled with the intention of delivering
the thing. The act, without the intention, is insufficient.
When the motorcycle was registered by Norkis in the name of
private respondent, Norkis did not intend yet to transfer the title
or ownership to Nepales, but only to facilitate the execution of a
chattel mortgage in favor of the DBP for the release of the buyer's
motorcycle loan. The Letter of Guarantee (Exh. 5) issued by the
DBP, reveals that the execution in its favor of a chattel mortgage
over the purchased vehicle is a pre-requisite for the approval of
the buyer's loan. If Norkis would not accede to that arrangement,
DBP would not approve private respondent's loan application and,
consequently, there would be no sale.
In other words, the critical factor in the different modes of
effecting delivery, which gives legal effect to the act, is the actual
intention of the vendor to deliver, and its acceptance by the
vendee. Without that intention, there is no tradition.
Article 1496 of the Civil Code which provides that "in the absence
of an express assumption of risk by the buyer, the things sold
remain at seller's risk until the ownership thereof is transferred to
the buyer," is applicable to this case, for there was neither an
actual nor constructive delivery of the thing sold, hence, the risk
of loss should be borne by the seller, Norkis, which was still the
owner and possessor of the motorcycle when it was wrecked. This
is in accordance with the well-known doctrine of res perit
domino.
