taylor vs uy tieng

8/20/2019 Taylor vs Uy Tieng

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Republic of the PhilippinesSUPREME COURT

Manila

EN BANC

G.R. No. L-16109 October 2, 1922

M. D. TAYLOR, plaintiff-appellant,vs.UY TIENG PIAO !" TAN LIUAN, "o#!$ b%&#!e&& %!"er t'e (#r) ! )e !" &t*+e o( T ! L#% !

Co) !*, defendants.U* TIENG PIAO, defendant-appellant.

Cohn, Fisher and DeWitt and William C. Brady for plaintiff-appellant.Gabriel La O for defendant-appellant Uy Tieng iao.

Crossfield and O!Brien for Tan Li"an and Tan Liyan and Co.

STREET, J.:

This case comes by appeal f om the Cou t of !i st "nstance of the city of Manila, in a case #he e thecou t a#a ded to the plaintiff the sum of P$%%, as dama&es fo b each of cont act. The plaintiff appeals on the & ound that the amount of dama&es a#a ded is inade'uate( #hile the defendant )yTien& Piao appeals on the & ound that he is not liable at all. The *ud&ment havin& been he etofo eaffi med by us in a b ief opinion, #e no# avail ou selves of the occasion of the filin& of a motion to

ehea by the atto neys fo the plaintiff to modify the *ud&ment in a sli&ht measu e and to state mo efully the easons unde lyin& ou decision.

"t appea s that on +ecembe , /, the plaintiff cont acted his se vices to Tan 0iuan and Co., assupe intendent of an oil facto y #hich the latte contemplated establishin& in this city. The pe iod of the cont act e1tended ove t#o yea s f om the date mentioned( and the sala y #as to be at the ateof P2%% pe month du in& the fi st yea and P3%% pe month du in& the second, #ith elect ic li&ht and#ate fo domestic consumption, and a esidence to live in, o in lieu the eof P2% pe month.

At the time this a& eement #as made the machine y fo the contemplated facto y had not beenac'ui ed, thou&h ten e1pelle s had been o de ed f om the )nited 4tates( and amon& the stipulations

inse ted in the cont act #ith the plaintiff #as a p ovision to the follo#in& effect5

"t is unde stood and a& eed that should the machine y to be installed in the said facto y fail,fo any eason, to a ive in the city of Manila #ithin a pe iod of si1 months f om date he eof,this cont act may be cancelled by the pa ty of the second pa t at its option, suchcancellation, ho#eve , not to occu befo e the e1pi ation of such si1 months.



The machine y above efe ed to did not a ive in the city of Manila #ithin the si1 months succeedin&the ma6in& of the cont act( no #as othe e'uipment necessa y fo the establishment of the facto yat any time p ovided by the defendants. The eason fo this does not appea #ith ce tainty, but ap eponde ance of the evidence is to the effect that the defendants, in the fi st months of ,seein& that the oil business no lon&e p omised la &e etu ns, eithe cancelled the o de fo the

machine y f om choice o #e e unable to supply the capital necessa y to finance the p o*ect. At anyate on 7une /, , availin& themselves in pa t of the option &iven in the clause above 'uoted,the defendants communicated in # itin& to the plaintiff the fact that they had decided to escind thecont act, effective 7une $%th then cu ent, upon #hich date he #as discha &ed. The plaintiff the eupon instituted this action to ecove dama&es in the amount of P $,%%%, cove in& sala y andpe 'uisites due and to become due unde the cont act.

The case fo the plaintiff p oceeds on the idea that the stipulation above 'uoted, &ivin& to thedefendants the i&ht to cancel the cont act upon the contin&ency of the nona ival of the machine yin Manila #ithin si1 months, must be unde stood as applicable only in those cases #he e suchnona ival is due to causes not havin& thei o i&in in the #ill o act of the defendants, as delays

caused by st i6es o unfavo able conditions of t anspo tin& by land o sea( and it is u &ed that thei&ht to cancel cannot be admitted unless the defendants affi matively sho# that the failu e of themachine y to a ive #as due to causes of that cha acte , and that it did not have its o i&in in thei o#n act o volition. "n this connection the plaintiff elies on a ticle 82 of the Civil Code, #hich is tothe effect that the validity and fulfillment of cont acts cannot be left to the #ill of one of thecont actin& pa ties, and to a ticle , #hich says that a condition shall be deemed fulfilled if theobli&o intentially impedes its fulfillment.

"t #ill be noted that the lan&ua&e confe in& the i&ht of cancellation upon the defendants is b oadenou&h to cove any case of the nona ival of the machine y, due to #hateve cause( and the st essin the e1p ession 9fo any eason9 should evidently fall upon the #o d 9any.9 "t must follo# of

necessity that the defendants had the i&ht to cancel the cont act in the contin&ency that occu ed,unless some clea and sufficient eason can be adduced fo limitin& the ope ation of the #o dsconfe in& the i&ht of cancellation. )pon this point it is ou opinion that the lan&ua&e used in thestipulation should be &iven effect in its o dina y sense, #ithout technicality o ci cumvention( and inthis sense it is believed that the pa ties to the cont act must have unde stood it.

A ticle 82 of the Civil Code in ou opinion c eates no impediment to the inse tion in a cont act fo pe sonal se vice of a esoluto y condition pe mittin& the cancellation of the cont act by one of thepa ties. 4uch a stipulation, as can be eadily seen, does not ma6e eithe the validity o the fulfillmentof the cont act dependent upon the #ill of the pa ty to #hom is conceded the p ivile&e of cancellation( fo #he e the cont actin& pa ties have a& eed that such option shall e1ist, the e1e cise

of the option is as much in the fulfillment of the cont act as any othe act #hich may have been thesub*ect of a& eement. "ndeed, the cancellation of a cont act in acco dance #ith conditions a& eedupon befo ehands is fulfillment.

"n this connection, #e note that the commentato Man esa has the follo#in& obse vation #ith espectto a ticle 82 of the Civil Code. 4ays he5 9"t is enti ely licit to leave fulfillment to the #ill of eithe of the pa ties in the ne&ative fo m of escission, a case f e'uent in ce tain cont acts :the lettin& of se vice fo hi e, the supplyin& of elect ical ene &y, etc.;, fo in such supposed case neithe is the



a ticle inf in&ed, no is the e any lac6 of e'uality bet#een the pe sons cont actin&, since they emain#ith the same faculties in espect to fulfillment.9 :Man esa, d ed., vol. /, p. 2 %.; #a$ph%l.net

)ndoubtedly one of the conse'uences of this stipulation #as that the employe s #e e left in aposition #he e they could dominate the contin&ency, and the esult #as about the same as if they

had been &iven an un'ualified option to dispense #ith the se vices of the plaintiff at the end of si1months. But this ci cumstance does not ma6e the stipulation ille&al.

The case of <all vs. <a da6e :2 !la., 23; cited by the appellant Taylo , thou&h supe ficiallysome#hat analo&ous, is not p ecisely in point. "n that case one <a da6e had cont acted to ende competent and efficient se vice as mana&e of a co po ation, to #hich position it #as unde stood he#as to be appointed. "n the same cont act it #as stipulated that if 9fo any eason9 <a da6e shouldnot be &iven that position, o if he should not be pe mitted to act in that capacity fo a stated pe iod,ce tain thin&s #ould be done by <all. )pon bein& installed in the position afo esaid, <a da6e failedto ende efficient se vice and #as discha &ed. "t #as held that <all #as eleased f om the obli&ationto do the thin&s that he had a& eed to pe fo m. 4ome of the *ud&es appea to have thou&ht that the

case tu ned on the meanin& of the ph ase 9fo any eason,9 and the familia ma1im #as cited that noman shall ta6e advanta&e of his o#n # on&. The esult of the case must have been the same f om#hateve point of vie#, as the e #as an admitted failu e on the pa t of <a da6e to ende competentse vice. "n the p esent case the e #as no b each of cont act by the defendants( and the a &ument tothe cont a y appa ently suffe s f om the lo&ical defect of assumin& the ve y point at issue.

But it #ill be said that the 'uestion is not so much one conce nin& the le&ality of the clause efe edto as one conce nin& the inte p etation of the esoluto y clause as # itten, the idea bein& that thecou t should ad*ust its inte p etation of said clause to the supposed p ecepts of a ticle 82, by

est ictin& its ope ation e1clusively to cases #he e the nona ival of the machine y may be due toe1t aneous causes not efe able to the #ill o act of the defendants. But even #hen the 'uestion is

vie#ed in this aspect thei esult is the same, because the a &ument fo the est ictive inte p etationevidently p oceeds on the assumption that the clause in 'uestion is ille&al in so fa as it pu po ts toconcede to the defendants the b oad i&ht to cancel the cont act upon nona ival of the machine ydue to any cause( and the debate etu ns a&ain to the point #hethe in a cont act fo the p estationof se vice it is la#ful fo the pa ties to inse t a p ovision &ivin& to the employe the po#e to cancelthe cont act in a contin&ency #hich may be dominated by himself. )pon this point #hat has al eadybeen said must suffice.

As #e vie# the case, the e is nothin& in a ticle 82 #hich ma6es it necessa y fo us to #a p thelan&ua&e used by the pa ties f om its natu al meanin& and the eby in le&al effect to est ict the#o ds 9fo any eason,9 as used in the cont act, to mean 9fo any eason not ha&ing its origin in the

$ill or a'ts of the defendants .9 To impose this inte p etation upon those #o ds #ould in ou opinionconstitute an un*ustifiable invasion of the po#e of the pa ties to establish the te ms #hich theydeem advisable, a i&ht #hich is e1p essed in a ticle 88 of the Civil Code and constitutes one of the most fundamental conceptions of cont act i&ht ensh ined in the Code.

The vie# al eady e1p essed #ith e&a d to the le&ality and inte p etation of the clause unde conside ation disposes in a & eat measu e of the a &ument of the appellant in so fa as the same isbased on a ticle of the Civil Code. This p ovision supposes a case #he e the obli&o



intentionally impedes the fulfillment of a condition #hich #ould entitle the obli&ee to e1actpe fo mance f om the obli&o ( and an assumption unde lyin& the p ovision is that the obli&o p events the obli&ee f om pe fo min& some act #hich the obli&ee is entitled to pe fo m as a conditionp ecedent to the e1action of #hat is due to him. 4uch an act must be conside ed un#a anted andunla#ful, involvin& per se a b each of the implied te ms of the cont act. The a ticle can have no

application to an e1te nal contin&ency #hich, li6e that involved in this case, is la#fully #ithin thecont ol of the obli&o .

"n 4panish *u isp udence a condition li6e that he e unde discussion is desi&nated by Man esa afacultative condition :vol. /, p. 2 ;, and #e &athe f om his comment on a ticles 8 and of the Civil Code that a condition, facultative as to the debto , is obno1ious to the fi st sentencecontained in a ticle 8 and ende s the #hole obli&ation void :vol. /, p. $ ;. That statement is nodoubt co ect in the sense intended by the lea ned autho , but it must be emembe ed that heevidently has in mind the suspensive condition, such as is contemplated in a ticle 8. 4aid a ticlecan have no application to the esoluto y condition, the validity of #hich is eco&ni=ed in a ticle $of the Civil Code. "n othe #o ds, a condition at once facultative and esoluto y may be valid even

thou&h the condition is made to depend upon the #ill of the obli&o .

"f it #e e appa ent, o could be demonst ated, that the defendants #e e unde a positive obli&ation tocause the machine y to a ive in Manila, they #ould of cou se be liable, in the absence of affi mativep oof sho#in& that the nona ival of the machine y #as due to some cause not havin& its o i&in inthei o#n act o #ill. The cont act, ho#eve , e1p esses no such positive obli&ation, and its e1istencecannot be implied in the fact of stipulation, definin& the conditions unde #hich the defendants cancancel the cont act.

>u conclusion is that the Cou t of !i st "nstance committed no e o in e*ectin& the plaintiff?s claimin so fa as dama&es a e sou&ht fo the pe iod subse'uent to the e1pi ation of the fi st si1 months,

but in assessin& the dama&es due fo the si1-month pe iod, the t ial *ud&e evidently ove loo6ed theitem of P2%, specified in the plaintiff?s fou th assi&nment of e o , #hich ep esents commutation of house ent fo the month of 7une, . This amount the plaintiff is clea ly entitled to ecove , inaddition to the P$%% a#a ded in the cou t belo#.

@e note that )y Tien& Piao, #ho is sued as a pa tne #ith Tan 0iuan, appealed f om the *ud&mentholdin& him liable as a membe of the fi m of Tan 0iuan and Co.( and it is insisted in his behalf thathe #as not bound by the act of Tan 0iuan as mana&e of Tan 0iuan and Co. in employin& the plaintiff.)pon this #e #ill me ely say that the conclusion stated by the t ial cou t in the ne1t to the lastpa a& aph of the decision #ith espect to the liability of this appellant in ou opinion in confo mity #iththe la# and facts.

The *ud&ment appealed f om #ill be modified by decla in& that the defendants shall pay to theplaintiff the sum of P$2%, instead of P$%%, as allo#ed by the lo#e cou t, and as thus modified the

*ud&ment #ill be affi med #ith inte est f om Novembe , , as p ovided in section 8 % of theCode of Civil P ocedu e, and #ith costs. 4o o de ed.

(ra"llo, C.)., )ohnson, *al'olm, (&an'e+a, illamor, Ostrand, )ohns and om"alde , ))., 'on'"r.

taylor vs uy tieng

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