G.R. No. L-2870. September 19, 1950
CHUA NGO, PLAINTIFF AND APPELLEE, VS. UNIVERSAL TRADING CO., INC., DEFENDANT AND APPELLANT.
BENGZON, J.:
Inc., a local corporation, the price of 300 boxes of Sunkist oranges to
be gotten from the United States. The latter ordered the said boxes
from Gabuardi Company of San Francisco, and in due course, the goods
were shipped from that port to Manila “F. O. B. San Francisco.” One
hundred eighty boxes were lost in transit, and were never delivered to
Chua Ngo.
This suit by Chua Ngo is to recover the corresponding price he had paid in advance.
Universal Trading Company refused to pay, alleging it merely acted
as agent of Chua Ngo in purchasing the oranges. Chua Ngo maintains he
bought the oranges from Universal Trading Company, and, therefore, is
entitled to the return of the price corresponding to the undelivered
fruit.
From a judgment for plaintiff, the defendant appealed
It appears that on January 14, 1946, the herein litigants signed the document Exhibit 1, which reads as follows:
Contract No. 632 14 January 1946 Agreement
is hereby made between Messrs. Chua Ngp of 753 Folgueras, Manila, and
the Universal Trading Company, Inc., Manila, for order.as follows and
under the following terms:We are advised by the supplier that the charges to bring these goods to Manila are: Deposit
of 40% of the contract price plus the above charges to be payable
immedlsately upon receipt of telegraphic confirmation. Balance payable
upon arrival of goods in Manila. If balance is not paid within 46 hours
of notification merchandise may be resold by Universal Trading Co.,
Inc. and the deposit forfeited.NOTE:— Total amount of order Confirmed and approved: Sales manager Universal Trading Company Inc. (See terms of agreement on reverse side.)
On the same date, the defendant forwarded an order to Gabuardi Company of San Francisco, U.S.A., which in part says;
To Gabuardi Company of California 258 Market Street San Francisco, California Please send for our account, subject to conditions on the back of this order, the following merchandise enumerated below: Terms: F. O. B. San Francisco
* * * * * * *
On January 16 and January 19, 1946, the Universal
Trading Co., Inc., wrote Chua Ngo two letters informing him that the
contract for oranges (and onions) had been confirmed by the supplier—i.
e., could be fulfilled—and asking for deposit of 65% of the price and
certain additional charges.
On January 21, 1946, Chua Ngo deposited with the defendant, on
account of the Sunkist oranges, the amount of P3,650, and later (March
9, 1946), delivered the additional sum of P2,822.43 to complete the
price, as follows:
300 cases of oranges at $9.36 Bank charges Customs charges, etc. Delivery charges 3-1/2 percent sales tax Less deposit R. No. 1062
The 300 cases of oranges ordered by the defendant from Gabuardi
Company were loaded in good condition on board the S/S Silversandal in
the port of San Francisco, together with other oranges (totalling 6,380
cases) for other customers. They were all marked “UTC Manila” and were
consigned to defendant. The Silversandal arrived at the port of Manila
on March 7, 1946. And out of the 6,380 boxes of oranges, 607 cases were
short landed for causes beyond defendant’s control. Consequently,
defendant failed to deliver to Chua Ngo 160 eases of the 300 cases
contracted for. The total cost of such 180 cases (received by
defendant) is admittedly P3,862.60.
The above are the main facts according to the stipulation of the
parties. Uncontradicted additional evidence was introduced that the
mark “UTC Manila” written on all the boxes means “Universal Trading
Company, Manila”; that the defendant paid in its own name to Gabuardi
Company the shipment of oranges, and made claims for the lost oranges
to the steamship company and the insurance company that insured the
shipment; and finally, that in the transection between plaintiff and
defendant, the latter received no commission.
The crucial question is: Did Universal Trading Company merely agree to buy for and on behalf
of Chua Ngo the 300 boxes of oranges, or did it agree to sell—and
sold—the oranges to Chua Ngo? If the first, the judgment must be
reversed; if the latter, it should be affirmed.
In our opinion, the circumstances of record sufficiently indicate a
sale. First, no commission was paid. Second, Exhibit 1 says that “if
balance is not paid within 48 hours of notification, merchandise may be
resold by the Universal Trading Company and the deposit forfeited.”
“Resold” implies the goods had been sold to Chua Ngo. And forfeiture of
the deposit is incompatible with a contract of agency. Third,
immediately after executing Exhibit 1 wherein oranges were quoted at
$6.30 per box, Universal Trading placed an order for purchase of the
same with Gabuardi Company at $6.00 per box. If Universal Trading
Company was agent of Chua Ngo, it could not properly do that. Inasmuch
as good faith is to be presumed, we must hold that Universal Trading
acted thus because it was not acting as agent of Chua Ngo, but as
independent purchaser from Gabuardi Company. Fourth, the defendant
charged the plaintiff the sum of P218.87 for 3-1/2 percent sales
tax, thereby implying that their transaction was a sale. Fifth, if the
purchase of the oranges had been made on behalf of Chua Ngo, all claims
for losses thereof against the insurance company and against the
shipping company should have been assigned to Chua Ngo. Instead, the
defendant has been pressing such claims for itself.
In our opinion, the arrangement between the parties was this: Chua
Ngo purchased from Universal Trading Company, 300 boxes of oranges at
$6.30 plus. In turn, the latter purchased from Gabuardi Company at $6
plus, sufficient fruit to comply with its contract with Chua Ngo.
Unfortunately, however, part of the orange consignment from San
Francisco was lost in transit. Who is to suffer that loss? Naturally,
whoever was the owner of the oranges at the time of such loss. It could
not be Chua Ngo because the fruit had not been delivered to him. As
between Gabuardi and the Universal Trading, inasmuch as the goods had
been sold “F. O. B. San Francisco”, the loss must be borne by the
latter, because under the law, said goods had been delivered to the
purchaser at San Francisco on board the vessel Silversandal[1]. That is why the Universal has been trying to recover the loss from both the steamship company and the insurer.
Now, as Chua Ngo has paid for 300 boxes and has received 120 boxes
only, the price of 180 boxes undelivered must be paid back to him.
It appears that whereas in the lower court defendant sustained the
theory that it acted as agent of plaintiff, in this Court the
additional theory is advanced that it acted as agent of Gabuardi
Company. This obviously has no merit.
As to the contention that defendant incurred no liability because
it is admitted that the oranges were lost due to causes beyond the
control of the defendant, and the oranges were shipped “F. O. B. San
Francisco”, the answer is that such contention is based on the
assumption—which we reject—that defendant merely acted as agent of
plaintiff in the purchase of the oranges from Gabuardi.
In view of the foregoing, the appealed judgment for plaintiff in the sum of P3,882.60 is affirmed, with costs.
Moran, C.J., Ozaeta, Paras, Pablo, Tuason, Montemayor, and Reyes, JJ., concur.
[1] Behn, Meyer & Co. vs. Yangco, 38 Phil., 602.