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CONCEPT TO GIVE

DETERMINATE THINGS
Yu Tek & Co. v. Gonzales
29 Phil 384 February 15, 1951
Trent, J.

Facts:

A contract was executed between the herein parties, whereby Mr. Basilio
Gonzales acknowledges the receipt of P3,000 from Yu Tek & Co., and that
in consideration of which he obligates himself to deliver to the latter 600
piculs of sugar of the first and second grade, according to the result of
polarization, within 3 months. There is a stipulation providing for rescission
with P1,200 penalty in case of failure to deliver. No sugar was delivered, so
plaintiff filed a case praying for the judgment of P3,000 plus P1,200. P3,000
was awarded, thus, both parties appealed.

Issues:

(1) Whether compliance of the obligation to deliver depends upon the


production in defendant’s plantation

(2) Whether there is a perfected sale

(3) Whether liquidated damages of P1,200 should be awarded to the plaintiff

Held:

(1) There is not the slightest intimation in the contract that the sugar was to
be raised by the defendant. Parties are presumed to have reduced to writing
all the essential conditions of their contract. While parol evidence is
admissible in a variety of ways to explain the meaning of written contracts, it
cannot serve the purpose of incorporating into the contract additional
contemporaneous conditions which are not mentioned at all in the writing,
unless there has been fraud or mistake. It may be true that defendant owned
a plantation and expected to raise the sugar himself, but he did not limit his
obligation to his own crop of sugar. Our conclusion is that the condition which
the defendant seeks to add to the contract by parol evidence cannot be
considered. The rights of the parties must be determined by the writing itself.
(2) We conclude that the contract in the case at bar was merely an executory
agreement; a promise of sale and not a sale. At there was no perfected sale,
it is clear that articles 1452, 1096, and 1182 are not applicable. The
defendant having defaulted in his engagement, the plaintiff is entitled to
recover the P3,000 which it advanced to the defendant, and this portion of
the judgment appealed from must therefore be affirmed.

(3) The contract plainly states that if the defendant fails to deliver the 600
piculs of sugar within the time agreed on, the contract will be rescinded and
he will be obliged to return the P3,000 and pay the sum of P1,200 by way of
indemnity for loss and damages. There cannot be the slightest doubt about
the meaning of this language or the intention of the parties. There is no room
for either interpretation or construction. Under the provisions of article 1255
of the Civil Code contracting parties are free to execute the contracts that
they may consider suitable, provided they are not in contravention of law,
morals, or public order. In our opinion there is nothing in the contract under
consideration which is opposed to any of these principles.

Roman vs. Grimalt


6 Phil 96, April 1906
Torres, J.

FACTS:

In between the 13th to the 23d of June, 1904, petitioner Pedro Roman, the
owner, and respondent Andres Grimalt, the purchaser, verbally agreed upon
the sale of the schooner Santa Marina. In his letter on June 23, Grimalt
agreed to buy the vessel and offered to pay in three installments of P500
each on July 15, September 15, and November 15, provided the title papers
to the vessel were in proper form. The title of the vessel, however, was in the
name of one Paulina Giron and not in the name of Roman as the alleged
owner. Roman promised to perfect his title to the vessel, but failed so the
papers he presented did not show that he was the owner of the vessel. On
June 25, 1904, the vessel sank in the Manila harbor during a severe storm,
even before Roman was able to produce for Grimalt the proper papers
showing that the former was in fact the owner of the vessel in question and
not Paulina Giron. As a result, Grimalt refused to pay the purchase price
when Roman made a demand on June 30, 1904.
On July 2, 1904, Roman filed this complaint in the CFI of Manila, which found
that the parties had not arrived at a definite understanding, and later
dismissed said complaint.

ISSUE:

Who should bear the risk of loss?

COURT RULING:

The Supreme Court affirmed the decision of the lower court and declared
Roman as the one who should bear the risk of lost because there was no
actual contract of sale. If no contract of sale was actually executed by the
parties, the loss of the vessel must be borne by its owner and not by a party
who only intended to purchase it and who was unable to do so on account
of failure on the part of the owner to show proper title to the vessel and thus
enable them to draw up the contract of sale. Grimalt was under no obligation
to pay the price of the vessel, the purchase of which had not been concluded.
The conversations between the parties and the letter Grimalt had written to
Roman did not establish a contract sufficient in itself to create reciprocal
rights between the parties.

Chavez vs. Gonzalez


G.R. No. L-27454 April 30, 1970
Reyes, J.B. L., J

Facts:

On July 1963, Rosendo Chavez brought his typewriter to Fructuoso


Gonzales a typewriter repairman for the cleaning and servicing of the said
typewriter but the latter was not able to finish the job. During October 1963,
the plaintiff gave the amount of P6.00 to the defendant which the latter
asked from the plaintiff for the purchase of spare parts, because of the
delay of the repair the plaintiff decided to recover the typewriter to the
defendant which he wrapped it like a package. When the plaintiff reached
their home he opened it and examined that some parts and screws was
lost. That on October 29, 1963 the plaintiff sent a letter to the defendant for
the return of the missing parts, the interior cover and the sum of P6.00
(Exhibit D). The following day, the defendant returned to the plaintiff some
of the missing parts, the interior cover and the P6.00. The plaintiff brought
his typewriter to Freixas Business Machines and the repair cost the amount
of P89.85. He commenced this action on August 23, 1965 in the City Court
of Manila, demanding from the defendant the payment of P90.00 as actual
and compensatory damages, P100.00 for temperate damages, P500.00 for
moral damages, and P500.00 as attorney’s fees. The defendant made no
denials of the facts narrated above, except the claim of the plaintiff that the
cost of the repair made by Freixas Business Machines be fully chargeable
against him.

Issue:

Whether or not the defendant is liable for the total cost of the repair made
by Freixas Business Machines with the plaintiff typewriter?

Ruling:

No, he is not liable for the total cost of the repair made by Freixas Business
Machines instead he is only liable for the cost of the missing parts and
screws. The defendant contravened the tenor of his obligation in repairing
the typewriter of the plaintiff that he fails to repair it and returned it with the
missing parts, he is liable under “ART. 1167. If a person obliged to do
something fails to do it, the same shall be executed at his cost.

This same rule shall be observed if he does it in contravention of the tenor


of the obligation. Furthermore it may be decreed that what has been poorly
done he undone.”

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