LAMBERTO SONGCO, PLAINTIFF AND APPELLEE, VS. GEORGE C. SELLNER, DEFENDANT AND APPELLANT.

In December, 1915, the defendant, George C. Sellner, was the owner of a farm
at Floridablanca, Pampanga, which was contiguous to a farm owned by the
plaintiff Lamberto Songco. Both properties had a considerable quantity of sugar
cane ready to be cut. At Dinalupijan, a short distance away, was located a sugar
central, and Sellner desired to mill his cane at this central. One obstacle was
that the owners of the central were not sure they could mill his cane and would
not promise to take it. Sellner, however, learning that the central was going to
mill Songco’s cane, conceived the idea of buying the cane of the latter,
expecting to run his own cane in at the same time the other should be milled.
Another motive which evidently operated upon the mind of Sellner was the desire
to get a right of way over Songco’s land for conveying his own sugar to the
central. Accordingly he bought Songco’s cane as it stood in the fields for the
agreed sum of P12,000 and executed therefor three promissory notes of P4,000
each. Two of these notes were paid; and the present action was instituted to
recover upon the third. From a judgment rendered in favor of the plaintiff, the
defendant has appealed.

The note, upon which the action was brought, was exhibited with the
complaint. The answer of the defendant was made under oath, and contained a
general denial of all the allegations of the complaint. The answer also
contained the allegation, asserted by way of special defense, that the
promissory note in question was obtained from the defendant by means of certain
false and fraudulent representations therein specified. The note was admitted in
evidence by the court; and error is here assigned upon this action, on the
ground that the genuineness and due execution of the note was not proved. There
is nothing in this contention for several reasons. In the first place a general
denial of a complaint does not raise a question as to the genuineness or due
execution of a written instrument. Under section 103 of the Code of Civil
Procedure it is necessary that the genuineness and due execution of the
instrument shall be specifically denied before an issue is raised upon this
point. This means that the defendant must declare under oath that he did not
sign the document or that it is otherwise false or fabricated. Neither does the
statement of the answer to the effect that the instrument was procured by
fraudulent representation raise any issue as to its genuineness or due
execution. On the contrary such a plea is an admission both of the genuineness
and due execution thereof, since it seeks to avoid the instrument upon a ground
not affecting either. Furthermore, in this particular case the fourth paragraph
of the answer expressly admits the execution of the instrument by the
defendant.

The principal defense here urged relates to a false representation which, it
is claimed, was made by the plaintiff Songco with respect to the quantity of
uncut cane standing in the fields at the time the defendant Sellner became the
purchaser thereof. Upon this point it is proved that Songco estimated that this
cane would produce 3,000 piculs of sugar and that Sellner bought the crop
believing this estimate to be substantially correct. As the crop turned out it
produced 2,017 piculs, gross, and after the toll for milling was deducted the
net left to Sellner was very much less. It appears that in the course of the
negotiations Sellner requested Songco to guarantee the quantity which the latter
claimed to be in the fields but he would not do so. He, however, repeated that
he was sure the fields contained the quantity estimated by him. Some evidence
was introduced tending to show that the disparity between Songco’s estimate and
the quantity actually obtained would have been less if the cutting and hauling
of the cane had been more expeditiously conducted. We do not think there is much
in this; and even making allowance for weight unnecessarily lost, the harvest
fell far short of the amount estimated by Songco. We think it is fairly shown by
the evidence that Songco knew at the time he made the representation in question
that he was greatly exaggerating the probable produce of his fields, and it is
impossible to believe that his estimate honestly reflected his true opinion. He
knew what these same fields had been producing over a long period of years; and
he knew that, judging from the customary yield, the harvest of this year should
fall far below the amount stated.

Notwithstanding the fact that Songco’s statement as to the probable output of
his crop was disingenuous and uncandid, we nevertheless think that Sellner was
bound and that he must pay the price stipulated. The representation in question
can only be considered matter of opinion as the cane was still standing in the
field, and the quantity of sugar it would produce could not be known with
certainty until it should be harvested and milled. Undoubtedly Songco had better
experience and better information on which to form an opinion on this question
than Sellner. Nevertheless the latter could judge with his own eyes as to the
character of the cane, and it is shown that he measured the fields and
ascertained that they contained 96£ hectares.

It is of course elementary that a misrepresentation upon a mere matter of
opinion is not an actionable deceit, nor is it a sufficient ground for avoiding
a contract as fraudulent. We are aware that statements may be found in the books
to the effect that there is a difference between giving an honest opinion and
making a false representation as to what one’s real opinion is. We do not think,
however, that this is a case where any such distinction should be drawn.

The law allows considerable latitude to seller’s statements, or dealer’s
talk; and experience teaches that it is exceedingly risky to accept it at its
face value. The refusal of the seller to warrant his estimate should have
admonished the purchaser that that estimate was put forth as a mere opinion; and
we will not now hold the seller to a liability equal to that which would have
been created by a warranty, if one had been given.

Assertions concerning the property which is the subject of a contract of
sale, or in regard to its qualities and characteristics, are the usual and
ordinary means used by sellers to obtain a high price and are always understood
as affording to buyers no ground for omitting to make inquiries. A man who
relies upon such an affirmation made by a person whose interest might so readily
prompt him to exaggerate the value of his property does so at his peril, and
must take the consequences of his own imprudence.

The principles enunciated above are fully supported by the weight of judicial
authority. In a case where the owners of certain logs represented to their
vendee that the logs would produce a greater per cent of superior lumber than
was actually realized, but refused to warrant their quality and required the
vendee to examine for himself before making the contract, it was held that the
vendee could not avoid the contract. (Fauntleroy vs. Wilcox, 80 111.,
477.) In Williamson vs. Holt (147 N. C, 515; 17 L. R. A. [N. S.], 240), it
appeared that the defendant had bought an ice plant with the knowledge that its
operation had been abandoned because the output did not equal its capacity. He
had full opportunity to investigate its condition. It was held that he could not
avoid paying the purchase price because the vendor stated that, with some
repairs, it would turn out about a certain amount per day. In. Poland
vs. Brownell (131 Mass., 138), where a man who bought a stock of goods
had ample opportunity to examine and investigate, it was held that he could not
rely on the seller’s misrepresentations as to the value of the goods or the
extent of the business. It would have been different if the seller had
fraudulently induced him to forbear inquiries or examination which he would
otherwise have made.

It is not every false representation relating to the subject matter of a
contract which will render it void. It must be as to matters of fact
substantially affecting the buyer’s interest, not as to matters of opinion,
judgment, probability, or expectation. (Long vs. Woodman, 58 Me., 52;
Hazard vs. Irwin, 18 Pick. [Mass.], 95; Gordon vs. Parmelee, 2
Allen [Mass.], 212; Williams vs. McFadden, 23 Fla., 143, 11 Am. St.
Rep., 345.) When the purchaser undertakes to make an investigation of his own,
and the seller does nothing to prevent this investigation from being as full as
he chooses to make it, the purchaser cannot afterwards allege that the seller
made misrepresentations. (National Cash Register Co. vs. Townsend, 137
N. C, 652, 70 L. R. A., 349; Williamson vs. Holt, 147 N. C, 515.)

We are aware that where one party to a contract, having special or expert
knowledge, takes advantage of the ignorance of another to impose upon him, the
false representation may afford ground for relief, though otherwise the injured
party would be bound. But we do not think that the fact that Songco was an
experienced farmer, while Sellner was, as he claims, a mere novice in the
business, brings this case within that exception.

An incident of this action was that the plaintiffs sued out an attachment
against the defendant, at the time of the institution of the suit, upon the
ground that he was disposing of his property in fraud of his creditors. This
charge was completely refuted by proof showing that the defendant is a man of
large resources and had not attempted to convey away his property as alleged.
The court below therefore found that this attachment had been wrongfully sued
out, and awarded damages to the defendant equivalent to the amount actually paid
out by him in procuring the dissolution of the attachment. No appeal was taken
from this action of the court by the plaintiff; but the defendant assigns error
to the action of the court in refusing to award to him further damages for the
injury done to his credit. In this connection he shows that one of his
creditors, being appraised of the fact that the defendant had been made the
subject of an attachment, withheld further credit and forced him to sell a large
quantity of sugar at a price much lower than he would have received if he could
have carried it a few weeks longer. We think the court below committed no error
in refusing to award damages upon this ground, as such damages were remote and
speculative. It could hardly be foreseen as a probale consequence of the suing
out of this attachment that the hands of the creditors would come down upon
their unfortunate client with such disastrous results; and the plaintiff
certainly cannot be held accountable for the complications of the defendant’s
affairs which made possible the damage which in fact resulted. The court below
also refused to award punitive damages claimed by the plaintiff on the ground
that the attachment was maliciously sued out. The action of the court in this
respect will not be here disturbed.

From what has been said it follows that the judgment of the court below must
be affirmed, with costs against the appellant. So ordered.

Arellano, C. J., Torres, Carson, Araullo, and Malcolm, JJ.,
concur.