QUIROGA VS PARSONS CASE 4 OF 5 CASES 15 June 2012
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additional discount was to be allowed for prompt payment. These are precisely the essential features of a contract of purchase and sale. There was the obligation on the part of the plaintiff to supply the beds, and, on the part of thedefendant, to pay their price. These features exclude the legal conception of an agency or order to sell whereby themandatory or agent received the thing to sell it, and does not pay its price, but delivers to the principal the price heobtains from the sale of the thing to a third person, and if he does not succeed in selling it, he returns it. By virtue of the contract between the plaintiff and the defendant, the latter, on receiving the beds, was necessarily obliged to paytheir price within the term fixed, without any other consideration and regardless as to whether he had or had not soldthe beds.The plaintiff calls attention to the testimony of Ernesto Vidal, a former vice-president of the defendantcorporation and who established and managed the latter's business in Iloilo. It appears that this witness, prior to thetime of his testimony, had serious trouble with the defendant, had maintained a civil suit against it, and had evenaccused one of its partners, Guillermo Parsons, of falsification. He testified that it was he who drafted the contractExhibit A, and, when questioned as to what was his purpose in contracting with the plaintiff, replied that it was
to bean agent for his beds and to collect a commission on sales
. However, according to the defendant's evidence, it wasMariano Lopez Santos, a director of the corporation, who prepared Exhibit A. But, even supposing that ErnestoVidal has stated the truth, his statement as to what was his idea in contracting with the plaintiff is of no importance,inasmuch as the agreements contained in Exhibit A which he claims to have drafted, constitute, as we have said, acontract of purchase and sale, and not one of commercial agency. This only means that Ernesto Vidal was mistakenin his classification of the contract. But it must be understood that a contract is what the law defines it to be, and notwhat it is called by the contracting parties.The plaintiff also endeavored to prove that the defendant had returned beds that it could not sell; that,without previous notice, it forwarded to the defendant the beds that it wanted; and that the defendant received itscommission for the beds sold by the plaintiff directly to persons in Iloilo. But all this, at the most only shows that,on the part of both of them, there was mutual tolerance in the performance of the contract in disregard of its terms;and it gives no right to have the contract considered, not as the parties stipulated it, but as they performed it. Onlythe acts of the contracting parties, subsequent to, and in connection with, the execution of the contract, must beconsidered for the purpose of interpreting the contract, when such interpretation is necessary, but not when, as in theinstant case, its essential agreements are clearly set forth and plainly show that the contract belongs to a certain kindand not to another. Furthermore, the return made was of certain brass beds, and was not effected in exchange for theprice paid for them, but was for other beds of another kind; and for the letter Exhibit L-1, requested the plaintiff'sprior consent with respect to said beds, which shows that it was not considered that the defendant had a right, byvirtue of the contract, to make this return. As regards the shipment of beds without previous notice, it is insinuated inthe record that these brass beds were precisely the ones so shipped, and that, for this very reason, the plaintiff agreedto their return. And with respect to the so-called commissions, we have said that they merely constituted a discounton the invoice price, and the reason for applying this benefit to the beds sold directly by the plaintiff to persons inIloilo was because, as the defendant obligated itself in the contract to incur the expenses of advertisement of theplaintiff's beds, such sales were to be considered as a result of that advertisement.In respect to the defendant's obligation to order by the dozen, the only one expressly imposed by thecontract, the effect of its breach would only entitle the plaintiff to disregard the orders which the defendant mightplace under other conditions; but if the plaintiff consents to fill them, he waives his right and cannot complain forhaving acted thus at his own free will.For the foregoing reasons, we are of opinion that the contract by and between the plaintiff and thedefendant was one of purchase and sale, and that the obligations the breach of which is alleged as a cause of actionare not imposed upon the defendant, either by agreement or by law.The judgment appealed from is affirmed, with costs against the appellant. So ordered.