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Sea Land vs CA Facts: Sea Land and private respondents AP Moller/Maersk Line (AMML) both are carriers of cargo

containership entered into a contract of Corporation in the Pacific. It is a vessel sharing agreement whereby they mutually agreed to purchase, share and exchange needed space for cargo in their respective containerships. During the lifetime of such agreement, Florex International Inc. delivered to private respondent AMML cargo of foods to Oakland, California as a port of discharge and in San Francisco as the place of delivery. Pursuant to the agreement, AMML loaded the subject foods/cargo on the Sea Land under arrangement that the respondent is the principal and the petitioner was the containership operator. The consignee refused to pay for the cargo alleging that the cargo was delivered in delay. Florex also file a complaint against AMML praying for the reimbursement of the value of the cargo. AMML answer that they cant be held liable and if the Florex has the right to reimburse, it is the petitioner who must reimburse the cost or value of the cargo. AMML filed a THIRD PARTY COMPLAINT which was then opposed by the petitioner PRAYING FOR THE DISMISSAL OF THE THIRD PARTY COMPLAINT on the ground that there is an existing ARBITRATION ARRANGEMENT.

Issue: W/N the THIRD PARTY COMPLAINT MUST BE DISMISSED Ruling: According to the SC the disputes between the Principal Carrier and the Containership Operator arising from the contracts of carriage shall be governed by the provision of bills of lading issued to the Principal Carrier by the Containership Operator. In addition, the Principal Carrier shall use its best efforts to defend or settle all suits against loss or damage to cargo pursuant to bill of lading issued. The Principal Carrier shall have the right to seek damages or indemnify from the Containership Operator by Arbitration pursuant to Clause 32 of the agreement. Moreover, the Principal Carrier shall have the right to commence such arbitration any time until one year after its liability has been finally determined by agreement, arbitration award or judgment, provided that the containership was given notice of claim in writing by the Principal Carrier within three months. Allowing the AMMLs THIRD PARTY CLAIM against the petitioner is a clear violation of the Clause 16.2 of the agreement providing that whatever dispute there may be between the petitioner and private respondent arising from the contract of carriage shall be governed by the BILL OF LADING. The SC also pointed out that the Clause 16.3 of the agreement mandate that the Principal Carrier shall have the right to seek damages from the Containership Operator by arbitration. As a genral rule, when the text of the contract is explicit and leaves no doubt as to its intention, the court may not read it to the other intention that would contradict its plain import. Therefore, the THIRD PARTY COMPLAINT SHALL BE DISMISSED.

Villaluz vs. Ligon Facts: Petitioner Teresita Villaluz and the respondent Rolando Ligon were engaged in several businesses. Sometime in 1987, the petitioner borrowed a sums of money from the respondent secured by postdated checks. However, such said postdated checks bounced due to insufficient fund or due to close account. Demands were made by the respondent to the petitioner but failed to pay her debt. Respondent filed a criminal case against the petitioner for violation of BP22 with the RTC of Manila. During the hearing, the petitioner asked for the settlement of the controversy and executed a MEMORANDUM AGREEMENT wherein the petitioner agreed that she will pay her obligations in favor to the respondent. A check was then again issued by the petitioner which then again bounced on the ground that the said check was withdrawn against a closed account. Respondent demanded for payment but to no avail. A demand letter was then sent to the petitioner which was allegedly duly received by the petitioner. The petitioner failed to appear on pre-trial and she was then held in default and the court received the respondents evidence ex parte. The decision of the courts was against the petitioner and ordering her to pay her debts. Villaluz filed an ANSWER alleging that she is an illiterate and cannot engage in any business alone. She also alleged that there are several occasions that the petitioner failed to deliver the imported goods in exchange of the post dated checks to be encashed upon delivery however the respondent did not return her checks despite of being at default on delivering the said goods. She also alleged that she sign the MEMORANDUM AGREEMENT AND ISSUED A CHECK due to persuasion of the respondents lawyer. Therefore, shes claiming that the said memorandum agreement be declared null and void. She also alleged that she did not received any demand for payment from the respondent and she did not also received any demand for the enforcement of the memorandum agreement. A hearing was then held but it was occasionally postponed due to petitioners request. Until she was held at default and the respondents lawyer move that Villaluz waived her opportunity to present her evidence. It was granted by trial court. Issue: W/n the petitioner was deprived of due process W/n the MEMORANDUM AGRREMENT IS NULL AND VOID

Ruling: the Supreme Court ruled in negative. The mere fact that the petitioner was given a lot of opportunity to present her evidence but it was her who failed to do so despite of occasional postponement due to her alibis. As a general rule, where the party was given an opportunity to be heard either through verbal or pleadings but failed to do so, it must be considered that the said opportunity was deemed waived and that there will be no violation of due process. The SC also pointed out that if the party signed in a contract, it is presumed that he acted with full knowledge of the import and obligation. The said presumption cannot be overcome by the testimony of the obligor. Such memorandum agreement between the petitioner and respondent is actually a compromise agreement by making a reciprocal concession to avoid litigation or put an end to one thereby commenced. And the party alleging that the contract is void must show her personal circumstances warrant the application therof. In which the case at bar, the petitioner failed to show that the contract is void.

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