THE SWEDISH EAST ASIA CO., LTD., PETITIONER, VS. MANILA PORT SERVICE AND/OR MANILA RAILROAD COMPANY, RESPONDENTS.

This is a petition for review of the decision of the Court of Appeals
in CA-G.R. 34279-R,
entitled “The Swedish East Asia Co., Ltd. vs.
Manila Port Service, et al.”

The petitioner, The Swedish East Asia Co.,
Ltd., a corporation duly organized and existing under the laws of Sweden
with principal offices at Gothenburg, Sweden,
is admittedly not licensed to do business in the Philippines.

On December 3, 1967 the MS “SUDAN,” owned and operated
by the petitioner, arrived at the port of Manila and discharged car­go destined
thereto unto the custody of the respondent Manila Port Service, a subsidiary of
the respondent Manila Railroad Company,
contractor and operator of the arrastre service of
the port of Manila.  By mistake, cargo destined
for Hongkong consisting of sixteen bundles of
“lifts of mild steel tees window sections” covering which the
petitioner had issued a bill of lading in the name of S.A. Citals
Lodelinsart, as shipper, and of Welmore
Trading Co. of Hongkong,
as consignee, were also landed at Manila.  The erroneous discharge was obviously
engendered by the fact that the same ship on the same day discharged forty similar
bundles destined for consignees in the Philippines.

Vicente Pacheco, claims manager of the International Harvester McCleod and Company, the petitioner’s agent in Manila,
upon being notified by letter from Hongkong of the
erroneous discharge, sent the company’s customs men
to investigate, who found the sixteen bundles at the customs piers.  Pacheco then instructed their customs men to
arrange for the reshipment of the sixteen bundles to Hongkong
and accomplish all necessary papers for payment of customs, arrastre
and storage charges due on the goods, which charges were as a matter of fact paid by the petitioner.  However, the reshipment of all the
sixteen bundles was not effected, because only eight of these were available at
the time that all were scheduled to be loaded on board the M.S. “Minikoi” bound for Hong­kong,
as the remaining eight could not be found. 
After an exchange of letters between Pacheco and the Manila Port
Service, in the last of which the latter advised the International Harvester of
its inability to locate the eight missing bundles, the petitioner, on January 10, 1958, presented a formal
claim for the value of the missing cargo to the Manila Port Service in the sum
of P2,349.62. 
On March 8, 1960 the
petitioner received a letter from the respondents rejecting the claim.

On March 13, 1961 the petitioner filed a complaint in the Court
of First Instance of Manila, for recovery of the amount of P2,349.62, the value
of the missing goods, which sum it had paid to the consignee in Hongkong, as well as the amount of P2,000 in moral damages
and P1,000 as attorney’s fees, and costs.

On April 29, 1964, after due trial, the lower court rendered
judgment ordering the respondents, jointly and severally, to pay the petitioner
the sum of P2,349.62, with interest thereon at the rate of 6% per annum from
March 13, 1961, the date of the filing of the complaint, and the sum of P600 as
attorney’s fees, plus costs.

From this judgment, the respondents interposed an appeal to the
Court of Appeals, which on April 30,
1966 promulgated its decision reversing that of the lower court and
absolving the respondents.

Hence, the present recourse.

The petitioner contends in this appeal that the Court of Ap­peals
erred “(1) in holding that the obligation of the Manila Port Service to a
non-resident consignee of cargo not destined for Manila but mistakenly
discharged at Manila is governed by its management contract with the Bureau of
Customs and not by article 2154 of the Civil Code of the Philippines; (2)
assuming arguendo that the management contract of the
Manila Port Service with the Bureau of Customs governs the obligations of
respondents and is bind­ing on petitioner, in holding that a claim filed
thirty-eight days after the discharge of the cargo but within fifteen days from
the time the cargo was placed at the disposal of the consignee is time-barred;
and (3) in not holding that suit against the Manila Port Service for loss of
cargo may be filed within one year from notice of the rejection of consignee’s
claim.”

The Court of Appeals held that the petitioner’s action in the
lower court was time-barred, its claim having been filed only on January 10,
1958, or thirty-eight days from December 3, 1957, when the cargo in question
was landed at the port of Manila, and court action having been commenced only
on March 13, 1961, or more than three years thereafter, in violation of the
provisions of the management contract between the Manila Port Service and the
Bureau of Customs, which, in part, reads:

“x x x in
any event the CONTRACTOR shall be relieved and released of any and all
responsibility or liability for loss, damage, misdelivery
and/or non-delivery of goods unless suit in the court of proper jurisdiction is
brought within a period of one (1) year from the date of the discharge of the
goods, or from the date when the claim for the value of such goods have [sic]
been rejected or denied by the CONTRACTOR, provided that such claim shall have
been filed with the contractor within 15 days from the date of discharge of the
last package from the carrying vessel x x x.”

The petitioner argues that the cases cited by the Court of
Appeals, on the basis of which it absolved the respondents from lia­bility, are
not applicable to the case at bar, because the said cases involved cargo
destined for the Philippines, and the consignees are residents of the
Philippines who availed themselves of the services of the customs arrastre operator. 
These conditions, the petitioner states, do not exist in the present
case as (1) the cargo herein in­volved was destined not for Manila but for Hongkong, (2) the consignee is not a resident of the
Philippines, (3) the cargo was mis­takenly discharged at Manila unto the
custody of the arrastre ope­rator, and (4) the
consignee cannot be said to have availed itself of the services of the arrastre operator.

Admitting that the Hongkong consignee
of the cargo involved is not bound by the management contract, for the reason
that it was not charged with notice of the provisions thereof, the respondents
nonetheless maintain that the petitioner is bound thereby, because the
petitioner had been transacting business with the respondents regularly in the
past and is charged with knowledge of the provi­sions of the management
contract.  They further argue that since
it was the petitioner, and not the consignee, which
had mistakenly delivered the goods, there could be no subrogation in favor of
the petitioner entitling it to invoke in its favor the non-applicability of the
management contract to the consignee.

It is our view that the position taken by the petitioner is
correct.  True it is that this Court has
held in a number of cases that it is not only the parties to a management
contract that are bound thereby, but also third parties who have availed
themselves of the services of the arrastre operator,
taking delivery therefrom in pursuance of a permit
and a pass issued by the latter.^[1]
The dis­parate facts of the present case, however, do not warrant applica­tion
of this doctrine.  For it is not disputed
that the petitioner had no intention of availing itself of the services of the
Manila Port Service, nor did it seek to derive benefit therefrom,
in so far as the cargo in question is concerned.  On the contrary, its intention was to have
the sixteen bundles discharged in Hongkong, pursuant
to its contract with the consignee, the Welmore
Trading Co., to deliver the cargo to that place.  Discharge of the goods in Manila
was made through mistake, in good faith.

The petitioner not being bound by the management con­tract either
as a party thereto or as one who has taken advantage of the provisions thereof,
it follows that its right to bring an ac­tion to recover the value of the
missing goods can not be limited by the pre-conditions as to time set forth in
the said management contract.

The respondents who had no right to the sixteen bundles delivered
to them by mistake, had actually received them, thereby giving rise to an
obligation on their part to return them to the one who delivered them by
mistake, which, by virtue of this circumstance, acquired the character of
creditor of the receiver, remaining at the same time answerable to the
consignee thereof.^[2]
It results that the petitioner having acquired the right to demand in its own
capacity the return of the shipment delivered by mis­take to the respondents,
this Court may grant relief to it not as subrogee of
the consignee, but as creditor in its own right, in which capacity the
petitioner has brought this action as shown by the alle­gations of the
complaint considered as a whole.

In the case at bar, there is no question that the defendants
received the sixteen bundles which were mistakenly discharged in Manila, as in
fact they were located at the piers, and that the char­ges for their storage
were paid by the petitioner.  There was
therefore an obligation on the part of the respondents to return them to the
petitioner.

The defense that the agents of the shipper were negligent in
allowing the landing of the cargo at Manila by mistake, will not exempt the
respondents from liability, because the obligation of one who has erroneously
received a thing to return the same to the one who delivered it by mistake
remains unaffected by such circumstance. 
And this holds true even where, as in this case, the one who wrongfully
delivered the thing, pays its value to the rightful
owner thereof.

The foregoing disquisition dispenses with the need of pass­ing
upon the other two assignments of error.

The complaint having been filed on March 13, 1961, less than four
years from the date the petitioner’s right of action ac­crued, that is, from
December 3, 1957, when the missing cargo was admittedly landed unto the custody
of the defendants, the ac­tion of the petitioner has not prescribed, whether we
apply article 1146 of the new Civil Code which provides for a prescriptive
period of four years for an action “upon an injury to the rights of the
plaintiff,” or article 1149 of the same Code which provides that “all
other actions whose periods are not fixed in this Code or in other laws must be
brought within five years from the time the right of action accrues.”

The respondents challenge the petitioner’s capacity to sue, it
being admittedly a foreign corporation without license to engage in business in
the Philippines,
citing section 69 of the Corporation Law. 
It must be stated however that this section is not applicable to a
foreign corporation performing single acts or “isolated tran­sactions.”^[3]
There is nothing in the record to show that the peti­tioner has been in the Philippines
engaged in continuing business or enterprise for which it was organized, when
the sixteen bun­dles were erroneously discharged in Manila,
for it to be considered as transacting business in the Philippines.  The fact is that the bundles, the value of
which is sought to be recovered, were landed not as a result of a business
transaction, “isolated” or otherwise, but due to a mistaken belief
that they were part of the shipment of forty similar bundles consigned to persons
or entities in the Philippines.  There is no justification, therefore, for
invoking the provisions of section 69 of the Corporation Law.

ACCORDINGLY, the judgment of the Court of Appeals is
reversed, and another judgment is hereby rendered ordering the respondents,
jointly and severally, to pay the petitioner the sum of P2,349.62
with interest thereon at the rate of 6% per annum from March 13, 1961, the date
of the filing of the complaint, until the amount shall have been fully paid,
and the sum of P600 as attorney’s fees.  Costs against the respondents.

Concepcion, C.J., Reyes, J.B.L., Dizon, Makalintal, Sanchez,
Angeles, Fernando, and Capistrano, JJ., concur.

Zaldivar,
J., on leave.

^[1]
Northern Motors, Inc. vs. Prince Line, et al., L-13884, February 29,
1960; Mendoza vs. Phil. Air Lines, Inc., L-3678, February 29, 1952; Freixas & Co. vs. Pacific Mail Steamship Co., 42
Phil. 199; GSIS vs. MRR, et al., L-13276, February 25, 1961.

^[2]
“In its broad sense, ‘implied contract’ has been defined as a contract which
arises by legal inference and upon principles of reason and justice from
certain facts, x x x [A]n
implied contract must depend on substance for its existence, and it cannot
arise from nothing, such as a conjecture or a possibility; in other words, there
must be some act or conduct of the party sought to be bound, from which an
implied contract arises, the implication arising only from something which the
party sought to be bound says or does. 
They are created by circumstances. 
An implied contract, in the proper sense, arises where the intention of
the parties is not expressed, but an agreement in fact, creating an obligation,
is implied or presumed from their acts, or, as it has been otherwise stated,
where there are circumstances which, according to the ordinary course of
dealing and the common understanding of men, show a mutual intent to
contract.” (17 C.J.S. pp. 556-557) Cf. Aquino vs.
Deala, 63 Phil. 582; Pomar vs.
Perez, 2 Phil. 682.

^[3]
Marshall Wells Co. vs. Elser,
46 Phil. 70; Central Republic Bank, et al. vs. Bustamante,
71 Phil. 359.