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Bunge Corp v Clamenforte_Effect of Perfected CoS & Loss of the Thing Sold

Bunge Corp v Clamenforte_Effect of Perfected CoS & Loss of the Thing Sold

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Published by: Richelle Joy Belgira on Jul 24, 2011
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12/03/2012

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BUNGE CORPORATION and UNIVERSAL COMMERCIAL AGENCIES, plaintiffs-appellees,vs.ELENA CAMENFORTE and COMPANY, doing business or trading under the name andstyle of Visayan Products Company, ET AL., defendants-appellants.
 Topic: Effect of Perfected Contract of Sale & Loss of the Thing Sold
FACTS:
1.
Plaintiff Bunge Corporation (represented by Universal Commercial Agencies) entered intoa contract of sale with Visayan Products Company whereby the latter sold to the former500 long tons of merchantable Philippine copra on October 22, 1947. Visayan Products Co.failed to deliver the copra as according to the terms and conditions of the contractwhereby the vendor should ship the stipulated copra during the month of November orDecember 1947, to San Francisco, California, U.S.A. for delivery to the vendee.
2.
Bunge Corp, however sold to El Dorado Oil Works the quantity of copra it had purchased atthe same price agreed upon; and that because of the failure of the Visayan Product tofulfill its contract to ship and deliver the quantity of copra agreed upon within the periodstipulated, the Bungee Corp has suffered damages. Visayan Product contended that nocontract of sale was perfected. If any, it was that signed by Vicente Kho, the manager andcontrolling stockholder in Visayan Product Tacloban, but he was not authorized to sign acontract for Visayan Product Cebu. Kho admitted that he signed the contract and tried hisbest to deliver the copra but due to force majeure he failed to do so. Lower Court orderedfor payment of damages by Visayan Product to Bunge Corp.
3.
Upon appeal the question raised is not a matter of fact, but of law. Visayan Product nowadmitted that a contract of sale of copra was entered into, alleging as a defense that thecopra they had gathered and stored for delivery to the appellees in Samar was destroyedby
force majeure
which under the law has the effect of exempting them from liability fordamages. Consequently, appellants now contend that the lower court erred in condemningthem for damages despite the fact that their failure to fulfill the contract is due to
forcemajeure
.
ISSUE:
1.WON there was a perfected contract of sale between El Dorado and Bunge Corp of thecopra to be acquired from sale by Visayan Products
2.
WON Visayan Product is liable for failure to deliver copra even if lost by force majeure
HELD:
1.
 Yes.
The lower court erred in disregarding the transaction with the El Dorado Oil Workssimply because it found an apparent discrepancy in the dates appearing in the contracts.Contract between Bunge Corp and Visayan appears dated on October 22, 1947, and wasexecuted in Cebu, Philippines, whereas contract between Bunge Corp and El Dorado datedon October 21, 1947, and was executed in New York City. The difference of one day in theexecution of these documents is merely nominal because New York time is several hoursbehind Cebu time. In fact both transactions have been practically executed on the sameday. Even supposing that the contract with the El Dorado Oil Works calls for future and notpresent deliveries. There is nothing improbable for the appellees to sell copra which theyexpect to acquire sometime in the future for purposes of speculation.
2.
 Yes.
A perusal of this contract shows that the subject matter is Philippine copra. The saleis to be made by weight, — 500 long tons. It does not refer to any particular or specific lotof copra, nor does it mention the place where the copra is to be acquired. No portion of the copra has been earmarked or segregated. The vendor was at liberty to acquire thecopra from any part of the Philippines. The sale simply refers to 500 long tons of thePhilippine copra. The subject-matter is, therefore, generic, not specific. Hence, the

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