Republic of the Philippines
SUPREME COURT
Manila
SECOND DIVISION
A.M. No. 21901-96 June 27, 1978
REPARATIONS COMMISSION, plaintiff-appellants,
vs.
UNIVERSAL DEEP-SEA FISHING CORPORATION and MANILA SURETY AND FIDELITY CO., INC., defendant-appellants.
MANILA SURETY & FIDELITY CO., INC., third-party plaintiff-appellee,
vs.
PABLO S. SARMIENTO, third-party defendant-appellant.
CONCEPCION JR., J.:
Appeal of the defendant Universal Deep-Sea Fishing Corporation, defendant and third-party plaintiff Manila Surety and Fidelity Co., Inc., and third-party defendant Pablo Sarmiento from the decision of the Court of First Instance of Manila, the dispositive portion of which reads as follows:
WHEREFORE, judgment is rendered as follows:
1. The defendant Universal Deep-Sea Fishing Corporation is hereby sentenced to pay the plaintiff the sum of P100,242.04 in the first cause of action, P141,343.45 in the second cause of action and P54,500.00 in the third cause of action, all with interest at the rate of 6% per annum from August 10, 1962, the date of the filing of the complaint, until fully paid;
2. Defendant Manila Surety & Fidelity Co., Inc., is hereby sentenced to pay the plaintiff, jointly and severally with defendant Universal Deep-Sea Fishing Corporation, the sum of P53,643.00 in the first cause of action, P68,777.77 in the second cause of action and P54,508.00 in the third cause of action;
3. Defendant Universal Deep-Sea Fishing Corporation and Pablo Sarmiento are hereby sentenced to pay, jointly and severally, the Manila Surety & Fidelity Co., Inc., the sum of P53,643.00 and P68,777.77 with interest thereon at the rate of 12% per annum from August 10, 1962 until fully paid plus P2,000.00 as attorney's fees;
4. Defendant Universal Deep-Sea Fishing Corporation is hereby sentenced to pay the Manila Surety & Fidelity Co., Inc., the sum of P54,508.00 with interest thereon at the rate of 12% per annum from August 10, 1962, until fully paid;
5. Defendant Universal Deep-Sea Fishing Corporation shall pay the costs. 1
It is not disputed that the Universal Deep-Sea Fishing Corporation, hereinafter referred to as UNIVERSAL for short. was awarded six (6) trawl boats by the. Reparations Commission as end-user of reparations goods. These fishing boats, christened the M/S UNIFISH 1, M/S UNIFISH 2. M/S UNIFISH 3. M/S UNIFISH 4, M/S UNIFISH 5, and M/S UNIFISH 6. were delivered to UNIVERSAL two at a time, f.o.b. Japanese port.
The M/S UNIFISH 1 and M/S UNIFISH 2, with an aggregate purchase price of P536,428.44, were delivered to UNIVERSAL on November 20,1958, and the contract of Conditional Purchase and Sale of Reparations Goods, executed by and between the parties on February 12, 1960, provided among others, that "the first installment representing 10% of the amount or FIFTY THREE THOUSAND SIX HUNDRED FORTY TWO PESOS AND EIGHTY FOUR CENTAVOS (P53,642.84) shall be paid within 24 months from the date of complete delivery thereof, the balance shall be paid in the manner herein stated as shown in the Schedule of Payments, 2 ... to wit:
TOTAL F.O.B. COST — P536,428.44
AMOUNT OF 1st INSTALLMENT (10% OF F.O.B. COST) — P53,642.84
DUE DATE OF 1st INSTALLMENT — May 8, 1961
TERM: Ten (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM
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No. of Installments
|
Date Due
|
Amount
|
|
1
|
May 8, 1962
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P56,597.20
|
|
2
|
May 8, 1963
|
P56,597.20
|
|
3
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May 8, 1964
|
P56,597.20
|
|
4
|
May 8, 1965
|
P56,597.20
|
|
5
|
May 8, 1966
|
P56,597.2
|
|
6
|
May 8, 1967
|
P56,597.20
|
|
7
|
May 8, 1968
|
P56,597.20
|
|
8
|
May 8, 1969
|
P56,597.20
|
|
9
|
May 8, 1970
|
P56,597.20
|
|
10
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May 8, 1971
|
P56,597.20
|
To guarantee the faithful compliance with the obligations under said contract, a performance bond in the amount of P53,643.00, with UNIVERSAL as principal and the Manila Surety & Fidelity Co., Inc., as surety, was executed in favor of the Reparations Commission. 3
A Corresponding indemnity agreement was executed to indemnify the surety company for any damage, loss charges, etc., which it may sustain or incur as a consequence of having become a surety upon the performance bond. 4
The M/S UNIFISH 3 and M/S UNIFISH 4, with a total purchase price of P687,777.76 were delivered to UNIVERSAL on April 20, 1959 and the Contract of Conditional Purchase and Sale Reparations Goods, dated November 25, 1959, 5 provided that "the first installment representing 10% of the amount or SIXTY-EIGHT THOUSAND SEVEN HUNDRED SEVENTY-SEVEN PESOS AND SEVENTY-SEVEN CENTAVOS shall be paid within 24 months from the date of complete delivery thereof, the balance shall be paid in the manner herein stated as shown in the Schedule of Payments, . . . , to wit:
TOTAL F.O.B. COSTS — P687,777.76
AMOUNT OF 1st INSTALLMENT (10% of F.O.B. COST) — P68,777.77
DUE DATE OF 1st INSTALLMENT — July, 1961
TERM: Ten (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM
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No. of Installments
|
Due Date
|
Amount
|
|
1
|
July, 1962
|
P72,565.68
|
|
2
|
July, 1963
|
P72,565.68
|
|
3
|
July, 1964
|
P72,565.68
|
|
4
|
July, 1965
|
P72,565.68
|
|
5
|
July, 1966
|
P72,565.68
|
|
6
|
July, 1967
|
P72,565.68
|
|
7
|
July, 1968
|
P72,565.68
|
|
8
|
July, 1969
|
P72,565.68
|
|
9
|
July, 1970
|
P72,565.68
|
|
10
|
July, 1971
|
P72,565.68
|
A performance bond in the amount of P68,777.77, issued by the Manila Surety & Fidelity Co., Inc., was also submitted to guarantee the faithful compliance with the obligations set forth in the contract, 6 and indemnity agreement was executed in favor of the surety company in consideration of the said bond. 7
The delivery of the M/S UNIFISH 5 and M/S UNIFISH 6 is covered by a contract for the Utilization of Reparations Goods (M/S "UNIFISH 5" and M/S "UNIFISH 6") executed by the parties on February 12, 1960, 8 and the Schedule of Payments attached thereto, provided, as follows:
AMOUNT OF 1st INSTALLMENT (10% of F.O.B. COST) — P54,500.00
DUE DATE OF 1st INSTALLMENT — Oct. 17, 1961
TERM: TEN (10) EQUAL YEARLY INSTALLMENTS
RATE OF INTEREST: THREE PERCENT (3%) PER ANNUM
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No. of Installments
|
Date Due
|
Amount
|
|
1
|
Oct. 17, 1962
|
P57,501.57
|
|
2
|
Oct. 17, 1963
|
P57,501.57
|
|
3
|
Oct. 17, 1964
|
P57,501.57
|
|
4
|
Oct. 17, 1965
|
P57,501.57
|
|
5
|
Oct. 17, 1966
|
P57,501.57
|
|
6
|
Oct. 17, 1967
|
P57,501.57
|
|
7
|
Oct. 17, 1968
|
P57,501.57
|
|
8
|
Oct. 17, 1969
|
P57,501.57
|
|
9
|
Oct. 17, 1970
|
P57,501.57
|
|
10
|
Oct. 17, 1971
|
P57,501.57 9
|
A performance bond in judgment, amount of P54,500.00 issued by judgment, Manila Surety & Fidelity Co., Inc., 10 was submitted, and an indemnity agreement was executed by UNIVERSAL in favor of judgment, surety company. 11
On August 10, 1962, judgment, Reparations Commission instituted judgment, present action against UNIVERSAL and judgment, surety company to recover various amounts of money due under these contracts. In answer, UNIVERSAL claimed that judgment, amounts of money sought to be collected are not yet due and demandable. The surety company also contended that judgment, action is premature, but set up a cross-claim against UNIVERSAL for reimbursement of whatever amount of money it may have to pay judgment, plaintiff by reason of judgment, complaint, including interest, and for judgment, collection of accumulated and unpaid premiums on judgment, bonds with interest thereon. With leave of courts first obtained, judgment, surety company filed a third-party complaint against Pablo S. Sarmiento, one of the indemnitors in judgment, indemnity agreements. The third-party defendant Pablo S. Sarmiento denied personal liability claiming that he signed judgment, indemnity agreements in question in his capacity as acting general manager of UNIVERSAL. After appropriate proceedings and upon judgment, preceding facts, judgment, trial court rendered judgment, judgment hereinbefore stated. hence, this appeal.
(1) The principal issue for resolution is whether or not judgment, first installments under judgment, three (3) contracts of conditional purchase and sale of reparations goods were already due and demandable when judgment, complaint was filed. UNIVERSAL contends that there is an obscurity in judgment, terms of judgment, contracts in question which were caused by the plaintiff as to judgment, amounts and due dates of judgment, first installments which should have been first fixed before a creditor can demand its payment from judgment, debtor. To be explicit. counsel points to judgment, Schedule of Payment attached to, and forming a part of, the contract for judgment, purchase and sale of judgment, M/S UNIFISH 1 and M/S UNIFISH 2 which states that judgment, amount of first installment is P53,642.84 and judgment, due date of its payment is May 8, 1961. However, judgment, amount of the first of succeeding itemized installments is P56,597.20 and judgment, due date is May 8, 1962. In the case of the M/S UNIFISH 3 and M/S UNIFISH 4, the first installments are P68,777.77 and due in July, 1961 and P72,565.68 and due in July 1962, respectively. In the contract for the purchase and sale of the M/S UNIFISH 5 and M/S UNIFISH 6, the amounts indicated as first installments are P54,500.00 and P57,501.57, and the due dates of payment are October 17, 1961 and October 17, 1962, respectively.
The terms of the contracts for the purchase and sale of the reparations vessels, however, are very clear and leave no doubt as to the intent of the contracting parties. Thus, in the contract concerning the M/S UNIFISH 1 and M/S UNIFISH 2, the parties expressly agreed that the first installment representing 10% of the purchase price or P53,642.84 shall be paid within 24 months from the date of complete delivery of the vessel or on May 8, 1961, and the balance to be paid in ten (10) equal yearly installments. The amount of P56,597.20 due on May 8, 1962, which is also claimed to be a "first installment," is but the first of the ten (10) equal yearly installments of balance of judgment, purchase price. In judgment, case of Reparations Commission vs. Northern Lines, Inc. et al., 12 where judgment, Schedule of Payments, likewise on RC-LEGAL DEPT FORM NO. 1, also allegedly indicated two (2) due dates for judgment, payment of judgment, first installment, judgment, Court said:
(a) The major premise in appellants' process of reasoning is that the first installments due on April 25, 1963, and May 26, 1963, are 'first installments. although they are not so designated in judgment, schedule appended to each of judgment, contracts between judgment, parties. Appellant's, moreover, assume that judgment, 'first' installment is included in judgment, ten (10) equal yearly installments' mentioned subsequently to said 'first' installment. In feet, however, only one installment is labeled as 'first' in each one of said schedules, and that is judgment, installment due on 'April 25, 1962' - as regards M/S Don Salvador or Magsaysay - and that due on 'May 26, 1962'- as regards M/S Don Amando or Estancia. The schedules do not describe judgment, 'ten (10) equal yearly installments' — following the one characterized therein as 'first' — meaning 'number,' not order or sequence, of installments — and the numerals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 written before each of said 'ten (10) equal yearly installments following the 'first' to accrue after the due date of said 'first' installment. Just the same, the parties have not so described (as 'first') — in the schedules forming part of their contracts — the installments numbered '1' in the list contained in each. Moreover, considering that the words 'TERMS: Ten (10) EQUAL YEARLY INSTALLMENTS,' appear after the lines reading: 'AMOUNT OF 1st INSTALLMENT (10% OF F.O.B. COSTS) P174,761.42' and DUE DATE OF 1st INSTALLMENT April 25, 1962 (or May 26, 1962) and that, subsequently to said 'TERM: Ten (10) EQUAL YEARLY INSTALLMENTS,' there is a list of ten (10) equal yearly installments, it is clear that the latter do not include the one designated as 'first' installment.
xxx xxx xxx
(b) The pertinent part of Section 12 of Rep. Act No. 1789, pursuant to which the vessels in question were sold to the Buyer reads:
. . . Capital goods . . . disposed of to private parties as provided for in subsection (a) of Section two hereof shall be sold on a cash or credit basis, under rules and regulations as may be determined by the Commission. Sales on a credit basis shall be payable in installments: Provided, That judgment, first installment shall be paid within twenty-four months after complete delivery of judgment, capital goods and judgment, balance within a period not exceeding ten years, . . . plus judgment, service provided for in section ten thereof; Provided further, That judgment, unpaid balance of judgment, price thereof shall bear interest at judgment, rate of not more than three percent per annum. . . . .
It should be noted that, pursuant to judgment, schedules attached to judgment, contracts with judgment, Buyer, judgment, 'complete delivery' of judgment, vessels took place on April 25, and May 26, 1960, respectively, so that judgment, the 24 months taxed by law for judgment, payment of judgment, 'First installment expired on April 25, 1962 and May 26,1962, which are judgment, very dates stated in judgment, aforementioned schedules for judgment, payment of judgment, respective '1st' installments. What is more, in view of said legal provision, judgment, Commission had no authority to agree that the 1st installment shall be paid on any later date, and judgment, Buyer must have been aware of this fact. Hence, judgment, parties could not have intended judgment, first installments to become due on April 25, and May 26, 1963 It is, likewise, obvious - particularly when considered in relation to judgment, provision above quoted - that judgment, 'ten (10) equal yearly installments.' mentioned in the schedules, refer to the 'balance' of the price to be paid by the buyer, after deducting judgment, 'first' installment, so hat, altogether, there would be 'eleven' installments, namely, the first , which would be the 10% of the F.O.B. cost of the vessel — as agreed upon between 'The Governments of the Philippines and Japan — and 'ten (10) yearly installments,' representing the balance of "he amount due to he Commission from judgment, Buyer, including tile interest thereon.
Viewing judgment, contracts between judgment, parties in judgment, light of the foregoing exposition, judgment, first installment on judgment, M/S UNIFISH 1 and M/S UNIFISH 2 of judgment, amount of P53,642.84 was due on May 8, 1961, while judgment, first installments on judgment, M/S UNIFISH 3 and M/S UNIFISH 4, and judgment, M/S UNIFISH 5 and M/S UNIFISH 6 in judgment, amounts of P68,777.77 and P54,500.00 were due on July 31, 1961 and October 17, 1961, respectively. Accordingly judgment, obligation of UNIVERSAL to pay judgment, first installments on the purchase price of judgment, six (6) reparations vessels was already due and demandable when the present action was commenced on August 10, 1962. Also due and demanded from UNIVERSAL were the first of the ten (10) equal yearly installments on the balance of the purchase price of the M/S UNIFISH I and M/S UNIFISH 2 in the amount of P56,597.20 and P72,565.68 on judgment, M/S UNIFISH 3 and M/S UNIFISH 4. The first accrued on May 8, 1962, while judgment, second fell due on July 31, 1962.
(2) The claim of judgment, surety company to the effect that the trial court erred in not awarding it the amount of P7,251.42, as premium is the performance bonds, is well taken. The payment of premiums on the bonds to the surety company had been expressly undertaken by UNIVERSAL in the indemnity agreements executed by it in favor of judgment, surety company. The premium is judgment, consideration for furnishing judgment, bonds and judgment, obligation to pay judgment, same subsists for as long as judgment, liability of judgment, surety shall exist. 13 Hence, UNIVERSAL should pay judgment, amount of P7,251.42 to judgment, surety company.
(3) The surety company also claims that judgment, trial court erred in not applying judgment, amount of P10,000.00, paid as down payment by UNIVERSAL to judgment, Reparations Commission, to judgment, guaranteed indebtedness. According to judgment, surety company, under Article 1254 of judgment, Civil rode, where there is no imputation of payment made by either judgment, debtor or creditor, The debt which is the most onerous to the debtor shall be deemed to have been satisfied, so that the amount of P10,000.00 paid by UNIVERSAL as down payment on the purchase of the, M/S UNIFISH 1 and M/S UNIFISH 2 should be applied to the guaranteed portion of the debt, this releasing part of the liability hence the obligation of 'The surety company shall be only P43,643.00, instead of P53,643.00.
The rules contained in Articles 1252 to 1254 of judgment, Civil Code apply to a person owing several debts of judgment, same kind to a single creditor. They cannot be made applicable to a person whose obligation as a mere surety is both contingent and singular, 14 which in this case is the full and faithful compliance with the terms of the contract of conditional purchase and sale of reparations goods, The obligation included the payment, not only of the first installment in the amount of P53,643.00, but also of the ten (10) equal yearly installments of P56,597.20 per annum. The amount of P10,000.00 was, indeed, deducted from judgment, amount of P53,643.00, but then judgment, first of judgment, ten (10) equal yearly installments had also accrued, hence, no error was committed in holding judgment, surety company to judgment, full extent of its undertaking.
(4) Finally, We find no merit in judgment, claim of judgment, third-party defendant Pablo S. Sarmiento that he is not personally liable having merely executed judgment, indemnity agreements 15 in his capacity as acting general manager of UNIVERSAL. Pablo S. Sarmiento appears to have signed the indemnity agreement twice — the first, in this capacity as acting general manager of UNIVERSAL, and the second, in his individual capacity. The indemnity agreements in question state the following. among others:
In consideration of judgment, responsibility undertaken by judgment, Company, for judgment, original bond, and for any renewal, extension or substitution thereof, judgment, undersigned, jointly and severally, bind themselves in favor of judgment, said COMPANY in judgment, following terms:
xxx xxx xxx
Dated at City of Manila this - - - - day of July l969.
600 Cottage 3, UNIVERSAL DEEP-SEA FISHING CORP.
Aguinaldo Com- BY:
pound, Echague, s/PABLO S. SARMIENTO Manila t/PABLO S. SARMIENTO Signature
s/PABLO S. SARMIENTO Address t/PABLO S. SARMIENTO Signature
Besides, the "acknowledgment" stated that "Pablo S. Sarmiento for himself and on behalf of Universal Deep-Sea Fishing Corporation" personally appeared before the notary and acknowledged that judgment, document is his own free and voluntary act and deed.
WHEREFORE, judgment, judgment appealed from is hereby affirmed with judgment, modification that judgment, UNIVERSAL Deep-Sea Fishing Corporation is further ordered to pay judgment, Manila Surety & Fidelity Co., Inc., judgment, amount of P7,251.42 for judgment, premiums and documentary stamps on judgment, performance bonds. Appellants shall pay proportionate costs.
SO ORDERED.
Antonio, Aquino, Santos, and Guerrero, JJ., concur.
Fernando and Barredo, JJ., took no part.
Footnotes
1 Record on Appeal, pp. 239-240
2 Exhibit "A".
3 Exhibit "B"
4 Exhibit "16-B-Surety"
5 Exhibit "C".
6 Exhibit "D"
7 Exhibit 14-Surety.
8 Exhibit "E".
9 Par. 5 of Affirm. Defense of UNIVERSAL, Record on Appeal, p. 152.
10 Exhibit "F"
11 Exhibit 15-Surety.
12 L-24835, July 31, 1970, 34 SCRA 203.
13 Arranz vs. Manila Surety & Fidelity Co., 101 Phil. 272.
14 Socony-Vacuum Corp. vs. Leon Miraflores, 67 Phil. 304.
15 Exh. 14-Surety and Exh. 16-Surety.
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