[ G.R. No. 1300. February 03, 1904 ] 3 Phil. 285
[ G.R. No. 1300. February 03, 1904 ]
E.C. McCULLOUGH, PLAINTIFF AND APPELLEE, vs. R. AENLLE & CO., DEFENDANTS AND APPELLANTS. D E C I S I O N
WILLARD, J.:
On August 27, 1901, the parties to this action made a written contract which contained among other things the following clause:
“For the purpose of carrying into effect the said contract of sale entered into with the other party hereto, said Francisco Gonzalez y de la Fuente and Don Antonio la Puente y Arce, in the name and on behalf of the mercantile partnership denominated R. Aenlle & Co., by virtue of the powers conferred upon them and in compliance with the instructions given them by Don Matias Saenz de Vizmanos y Lecaroz, the manager of the said partnership, solemnly declare that they sell, absolutely and in fee simple, to E. C. McCullough, the tobacco and cigarette factory known as ‘La Maria Cristina,’ located at No. 36 Calle Echague, Plaza de Goiti, Santa Cruz district, this city, said sale including the trade-mark ‘La. Maria Cristina,’ which has been duly registered, the stock of tobacco in leaf and manufactured, machinery, labels, wrappers, furniture, fixtures, and everything else belonging to the said factory, as shown in the inventory to be drawn up for the purpose of making formal delivery of the said property; all of the same for the following sums:
“(a) For the transfer of the ownership of the trade-mark ‘La Maria Cristina,’ 20,000 pesos;
“(b) For the machinery installed in the factory, together with tools and other equipment and cost of installation, approximately 30,000 pesos;
“(c) For the furniture, approximately, 4,500 pesos;
“(d) For the leaf tobacco on hand, approximately, 71,000 pesos;
“(e) For the boxes on hand, approximately, 1,500 pesos;
“(f) For the manufactured tobacco on hand, approximately, 12,500 pesos;
“(g) For cigar and cigarette wrappers and labels at present on hand, 10,000 pesos;
“(h) And for the stock of cigarette paper on hand, approximately, 4,000 pesos; which said sums make in all 153,500 pesos.
“This sum is subject to modification, in accordance with the result shown by the inventory to be drawn up. In this inventory the value of each individual piece of furniture will be fixed at 10 per cent below the price shown in the partnership inventory. The machinery and cost of installing the same will also be fixed at 10 per cent below its invoice price. The value of the tobacco, both in leaf and in process of manufacture, boxes, labels, wrappers, cigars, cigarettes, and paper mouthpieces for cigarettes will be fixed at the invoice price. The value of the tobacco made up into cigars will be fixed in accordance with the price list of the partnership, less 20 per cent discount. The cigars will be inventoried at the prices in the same list, less a discount of 35 per cent. The $20,000 mentioned as the value of the trade-mark will, however, remain unchanged.”
The inventory mentioned in this contract was afterwards made by the defendant and delivered to the plaintiff, who, prior to September 2% through an expert selected by him, examined bales of the tobacco selected ,by the defendant and which its agents said were sample bales of the different lots of tobacco mentioned in the inventory. These sample bales corresponded as to quality with the lots described in the inventory, and on September 26 the parties executed a second instrument, which in addition to a recital of substance of the contract of August 27, contained the following clauses :
“Second. That the parties hereto have completed the beforementioned inventory of machinery, furniture, stock of tobacco in leaf and manufactured, boxes, labels, wrappers, and the other appurtenances of the said tobacco factory, representing a total and effective value of 131,000 pesos, after deducting the discount agreed upon for each article, and including the value of the trade-mark, which as stated, was fixed at 20,000 pesos; and that E. C. McCullough, the purchaser, remained in possession of the above-mentioned tobacco factory, and of all its appurtenances and the stock on hand to his entire and complete satisfaction.
“Third. That by virtue of the conditions set forth, the parties hereto fix the selling price of the above-mentioned tobacco factory called ‘La Maria Cristina’ together with its trade-mark of the same name, and all its appurtenances, at the said sum of f 131,000, on account of which the vendee, Mr. McCullough, authorizes the vendors, Don Francisco Gonzalez y de la Fuente and Don Antonio la Puente y Arce, to collect and receive the 20,000 pesos deposited in the Spanish-Philippine Bank for that purpose and binds himself to pay the said vendees the $111,000 remaining for the complete and total payment of the said purchase price by the 30th day of September, instant, on which date said sum must be paid, and in case said payment shall not be made by Mr. McCullough on said date, the said contract of sale of the said factory will be rescinded, the said sum of 20,000 pesos before mentioned accruing to the benefit of the representatives of R. Aenlle & Co.”
On September 30 they executed a third contract, in which the defendant acknowledged the receipt at that time of the full purchase price of the sale.
Among other items of leaf tobacco in the inventory were the two following:
“1. Y. P. I. 4.a S.—Angadanan—99—221 bales, net weight qqs. 571.35 at 40. $22,854.
“2. Isabela, 99 loose leaves. 1.a 2.a 3.a 76 bales re-baled, net weight, qqs. 130.32 at 42. $5,473.44.”
It is admitted that the first item means that the 221 bales were of the fourth-class superior, from Angadanan and of the crop of 1899, and that the 76 bales in the second item were from Isabela of the crop of 1899 and of the first, second, and third class.
In December, 1901, the plaintiff, with others, organized a company, to which the plaintiff sold all the tobacco bought by him from the defendant. The purchaser, the new company, on examining these two lots, rejected them because the tobacco was not of the quality indicated in the inventory. Thereupon the plaintiff, claiming that the tobacco in these two lots was worthless, brought this action against the defendant to recover what he paid there for, namely, the two sums of $22,854 and $5,473.44.
The court below found that the first lot was worth at the time of the sale only 8 pesos a quintal instead of 40, the price paid by the plaintiff; that the second lot was worth 11 pesos instead of 42, and ordered judgment against the defendant for the difference, which amounted to 24,109.24 pesos. The defendant excepted to the judgment, moved for a new trial on the ground that the evidence was insufficient to support the judgment, and excepted to the order denying this motion.
It was proved by the defendant at the trial, by means of the original invoices, that the prices stated in the inventory were the prices which it paid for the tobacco, and the plaintiff makes no claim to the contrary.
At the time in question the plaintiff was the owner of a printing establishment and he testified that he desired to move it to the building in which the defendant had its cigar factory; that it was impossible for him to get the building without buying the tobacco factory, and for that reason he bought it, intending to sell it as soon as he could without loss. The said contract of August 27 contained provisions for the leasing and ultimate purchase of the building by the plaintiff.
The document of August 27 was a completed contract of sale. (Art. 1450, Civil Code.) The articles which were the subject of the sale were definitely and finally agreed upon. The appellee agreed to buy, among other things, all of the leaf tobacco then in the factory. This was sufficient description of the thing sold. The price for each article was fixed. It is true that the price of this tobacco, for example, was not stated in dollars and cents in the contract. But by its terms the appellee agreed to pay therefor the amount named in the invoices then in existence. The price could be made certain by a mere reference to those invoices. In this respect the contract is covered by article 1447 of the Civil Code. By the instrument of August 27 the contract was perfected and thereafter each party could compel the other to fulfill it. (Art. 1258, Civil Code.) By its terms the appellee was bound to take all the leaf tobacco then belonging to the factory and to pay therefor the prices named in the invoices. This obligation was absolute and did not depend at all upon the quality of the tobacco or its value. The appellee did not, in this contract, reserve the right to reject the tobacco if it were not of a specified crop. He did not buy tobacco of a particular kind, class, or quality. He bought- all the tobacco which the appellant owned and agreed to pay for it what the defendant had paid for it. The plaintiff testified that this was the express agreement (p. 16).
There is nothing in this contract to show that he bought 221 bales of fourth-class superior Angadanan of the crop of 1899. The fact that in the inventory subsequently made that particular lot of tobacco is mentioned can not in any respect change the rights of the parties which had already been fixed by the contract. The purpose of this inventory was not to make a new contract for the parties. It could not add anything to nor take anything from the rights and obligations of the parties already stated in the existing contract. Its sole purpose was to ascertain what the total purchase price was. If it correctly gave the number of bales and the price paid therefor by the appellant, according to the invoices, it was a sufficient compliance with the contract. The fact that the tobacco was described as of one class instead of another would be unimportant. The appellee did not purchase by class or quality, but by quantity.
There was evidence tending to show that the first lot instead of being fourth-class superior of 1899 was fourth-class inferior of 1898; and the second lot instead of being of the first, second, and third class of 1899 was “particular” of 1898. The case is perhaps made more plain by supposing that when the inventory was presented to the plaintiff these two lots were described as “Y. P. I. fourth-class inferior Angadanan, 1898” and as “Isabela hojas sueltas particular 1898.” It seems clear that if the inventory had been so written the plaintiff could not have maintained this action. And, of course, if he could not have maintained the action under those circumstances he can not under the existing circumstances.
There is no evidence to show that any representations as to the quality of the tobacco were made to the plaintiff by the defendant prior to the contract of August 27, nor that there was any agreement prior to that time as to an exhibition of samples nor that the plaintiff prior to that time made any examination or inquiry as to the quality of the tobacco. The fact is that the plaintiff in order to get the building had to buy the factory and everything that went with it. He saw himself obliged to take all the tobacco which the defendant had, no matter what its quality was. The defendant was not willing to sell him the building and the good tobacco which it had on hand, retaining itself that of poorer quality. He had to take it all or not get the building. He probably thought that he was safe in agreeing to pay no more than the defendant had paid. But, however this may be and whatever may have been his reasons therefor, it is certain that the plaintiff bound himself by the contract of August 27 to take all the tobacco which the defendant then had and pay therefor the prices that the company had paid. He could relieve himself from this obligation only by showing either that the tobacco in the inventory was not owned by the defendant on August 27 or that the prices stated therein were not the prices which the defendant paid for it. He undertook to do neither of these things, and his action must fail. The right to rescind a contract for lesion when the value is less than half of the purchase price, given by Law 56, title 5, partida 5, has been expressly taken away by article 1293 of the Civil Code. Article 1474 of the Civil Code has no application in this case. The fact that an article is of one grade or quality instead of another does not constitute a hidden defect within the meaning of that article.
It is claimed by the plaintiff, the appellee, that the motion for a new trial below should have specified more in detail the grounds of the motion. This contention can not be sustained. There is nothing in sections 145, 146, or 497 which requires the party to state at length and in detail his reasons for thinking that he is entitled to a new trial.
In view of the result thus arrived at it is not necessary to consider the other questions argued by the parties.
By section 497, Code of Civil Procedure, we are authorized in cases of this kind to find the facts from the evidence and “render such final judgment as justice and equity require.” (Benedicto vs. De la Rama, December 8,1903[1])
The judgment below is reversed. We find the facts to be as hereinbefore stated and upon such facts we hold as a conclusion of law that the plaintiff can not recover. Judgment will be entered that the plaintiff take nothing by the action and that the defendant recover the costs of both instances, and after the expiration of twenty days the cause shall be returned to the lower court for execution.
Arellano, C. J., Torres and Mapa, JJ., concur.