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1. Philippine Trust Co. v. Philippine National Bank , 42 Phil.

413 (1921) docs of title Facts: Salvador Hermanos, a copartnership, executed eight promissory notes in favor of the respondent bank each secured by a quedan or a warehouse receipt issued by the firm of Nieva, Ruiz and Company. The note pertains to copra in piculs and its corresponding value. Later, Hermanos withdrew three of the receipts from the bank. Subsequently, Hermanos file a petition for insolvency which was granted, and herein petitioner was elected its assignee. It made a demand for the surrender of the receipts and upon the banks refusal, Phil. Trust filed an action to recover the value of the copra, alleging that at the time the petition for insolvency was filed by Hermanos, it was the sole and exclusive owner of the property and that the bank unlawfully seized and converted the same for its own use. Issue: Who is the owner of the goods covered by the warehouse receipts? Ruling: The bank is the owner of the five quedans and is entitled to the possession and control of the property and has the right to sell it and apply the proceeds of the sale to the promissory notes. The execution of the notes, the physical possession of the negotiable quedan, or warehouse receipt, and the recognition of ownership by the warehouseman, legally carried with it both the titled to, and the possession of, the property. In such a case, a title is not founded on a public instrument which should be authenticated by a notary or by competent public official. Legally speaking, the execution of the promissory notes and the pledging of the quedans, or warehouse receipts, as collateral, and the describing of them in the notes, and the manual delivery of the quedan, or warehouse receipt itself carries with it not only the title, but the legal possession of the property. In other words, as to the property described in the quedans, or warehouse receipts, which were pledged, as collateral, in January, 1919, to secure the eight respective promissory notes, both the title and the possession of that property were delivered to and vested in the defendant bank in January, 1919. Three of those quedans, or warehouse receipts, were returned to the firm by the bank on February 10, 1919, but the bank still owned and held the notes, which were secured by those warehouse receipts, and no part of the debt itself was paid by or through the surrender of the receipts. 2. Chrysler Phil. v. Court of Appeals, 133 SCRA 567 (1984) - Res perit domino Facts: Sambok Motors is the dealer of the petitioner for its automotive products. On September 7, 1972, petitioner filed a complaint for damages against Allied Brokerage, Negros Navigation and Sambok alleging that Sambok ordered automotive parts from it, and in turn, it delivered the parts to its forwarding agent, Allied Brokerage, for shipment. Allied in turn, loaded

the parts in the ship of Negros Navigation for delivery to Sambok. However, when petitioner tried to collect from Sambok, but it refused, saying that it has not received the parts. Both Allied and Negros likewise denied liability. The trial court ruled in favor of petitioner, saying that the unjustified refusal of accept delivery from Negros despite having received the bill of lading is wrongful neglect or refusal to accept and pay on the part of Sambok. The case against Negros, on the other hand, was dismissed for failure of petitioner to comply with the necessary notices and claims. However, upon appeal, CA found in favor of Sambok saying that petitioner did not deliver the parts in the place designated in the contract and thus, must bear the loss. Issue: Who is liable for the loss of the goods? Ruling: Following the rule of res perit domino, the petitioner should bear the loss. From the records, it appeared that upon receipt of the Bill of Lading, Sambok initiated steps to take delivery but they were advised by Negros that some parts were missing and that they will just be informed as soon as these parts are located. It was only four years later when it was discovered by Negros that the parts were in its off-shore bodega, detoriated and useless. Thus, Sambok cannot be faulted for refusing the delivery after four years. It was clear that at the time it was ready to take delivery, it was Negros who cannot produce the merchandise. Thus, it is the petitioner who must shoulder the resulting loss. 3. Lawyers Cooperative Publishing Company v. Tabora, 13 SCRA 762 (1965) Loss after delivery Facts: Tabora bought from Lawyers Cooperative a set of AmJur for the total cost of P1,682.40. He made a partial payment of P300 leaving a balance of P1.382.40. It was provided in the contract that "title to and ownership of the books shall remain with the seller until the purchase price shall have been fully paid. Loss or damage to the books after delivery to the buyer shall be borne by the buyer." All the books were delivered to his law office in Naga City. However, a fire broke out and as a result, his office and all his books and documents were burned. He immediately reported the same to the company and as a token of goodwill, it sent him some volumes of Phil. Reports. When he failed to pay the monthly installments of the remaining balance, the company sued him for recovery plus damages. He pleaded force majeure as a defense and as such, he cannot be responsible for the loss. He contends that since title and ownership of the books remained with the seller until full payment of the price, the company should bear the loss. Issue: Who should bear the loss? Ruling:

Tabora should bear the loss. His contention cannot be sustained. While as a rule the loss of the object of the contract of sale is borne by the owner or in case of force majeure the one under obligation to deliver the object is exempt from liability, the application of that rule does not here obtain because the law on the contract entered into on the matter argues against it. It is true that in the contract entered into between the parties the seller agreed that the ownership of the books shall remain with it until the purchase price shall have been fully paid, but such stipulation cannot make the seller liable in case of loss not only because such was agreed merely to secure the performance by the buyer of his obligation but in the very contract it was expressly agreed that the "loss or damage to the books after delivery to the buyer shall be borne by the buyer." Any such stipulation is sanctioned by Article 1504 of our Civil Code, which in part provides: (1) Where delivery of the goods has been made to the buyer or to a bailee for the buyer, in pursuance of the contract and the ownership in the goods has been retained by the seller merely to secure performance by the buyer of his obligations under the contract, the goods are at the buyer's risk from the time of such delivery.

4. Visayan Sawmill Co. v. Court of Appeals, 219 SCRA 378 (1993) Breach of contract of sale remedy for seller in case of movables Facts: Petitioner and respondent RJH Trading entered into a contract of Purchase and Sale of Scrap Iron subject to the condition that respondent will open a letter of credit on or before May 15, 1993 in favor of the petitioner. On May 17, respondents men started to dig and gather scrap iron in the premises of the petitioner. On May 30, respondent was allegedly ordered to desist from pursuing the work because of a case file against it. However, petitioner denied this, and contended that they cancelled the contract because of non-compliance with the conditions thereof particularly the opening of a letter of credit. Respondent on the other hand, informed petitioner that they opened a letter of credit on May 12 but was on delayed in its transmittal. Trial court and CA found in favor of the respondent saying that rescission cannot be resorted anymore because there has already been an implied delivery under Art. 1497 when the respondent was allowed to enter the premises of the petitioner to dig scrap iron. Automatic rescission is not allowed when the object sold has been delivered to the buyer. Hence Art. 1593 is inapplicable. Issue: Can the petitioner rescind the contract? Ruling: Yes, it can. To this Court's mind, what obtains in the case at bar is a mere contract to sell or promise to sell, and not a contract of sale .

The petitioner corporation's obligation to sell is unequivocally subject to a positive suspensive condition, i.e., the private respondent's opening, making or indorsing of an irrevocable and unconditional letter of credit. The former agreed to deliver the scrap iron only upon payment of the purchase price by means of an irrevocable and unconditional letter of credit. Otherwise stated, the contract is not one of sale where the buyer acquired ownership over the property subject to the resolutory condition that the purchase price would be paid after delivery. Thus, there was to be no actual sale until the opening, making or indorsing of the irrevocable and unconditional letter of credit. Since what obtains in the case at bar is a mere promise to sell, the failure of the private respondent to comply with the positive suspensive condition cannot even be considered a breach casual or serious but simply an event that prevented the obligation of petitioner corporation to convey title from acquiring binding force. In this case, not only did respondent failed to open a letter of credit on or before May 15, it was opened in the account of another corporation not party to the contract. Consequently, the obligation of the petitioner corporation to sell did not arise; it therefore cannot be compelled by specific performance to comply with its prestation. In short, Article 1191 of the Civil Code does not apply; on the contrary, pursuant to Article 1597 of the Civil Code, the petitioner corporation may totally rescind, as it did in this case, the contract. Said Article provides: "ARTICLE 1597. Where the goods have not been delivered to the buyer, and the buyer has repudiated the contract of sale, or has manifested his inability to perform his obligations, thereunder, or has committed a breach thereof, the seller may totally rescind the contract of sale by giving notice of his election so to do to the buyer. 5. Hanlon v. Hausserman, 40 Phil. 796 (1920) right to resell Facts: 6. Magna Financial Services Group, Inc. v. Colarina, 477 SCRA 245 (2005) Recto law Facts: Colarina bought on installment from Magna one unit of Suzuki Multicab. After making a downpayment, he executed a promissory note for tha balance and a deed of chattel mortgag over the vehicle. When he failed to pay his amortization, Magna filed a Complaint for Foreclosure of Chattel Mortgage with Replevin. The lower court rendered judgment, which was affirmed by the RTC, ordering Colarina to pay the balance and in case he fails to do so, the motor vehicle shall be sold at a public auction. Colarina appealed to CA which reversed the lower court holding that it erred when it ordered Colarina to pay the balance when the complaint was for foreclosure of chattel mortgage. Issue: Can Magna avail of payment notwithstanding its complaint for foreclosure?

Ruling: No, it cannot. In its memorandum, Magna declared that it availed of the remedy of foreclosure but its complaint would reveal that it was actually availing fulfillment of the obligation and foreclosure. The law specifically provides that if the vendor has availed of the remedy of foreclosure, "he shall have no further action against the purchaser to recover any unpaid balance of the purchase price. Any agreement to the contrary shall be void." Since the petitioner has undeniably elected a remedy of foreclosure under Article 1484(3) of the Civil Code, it is bound by its election and thus may not be allowed to change what it has opted for nor to ask for more. On this point, the Court of Appeals correctly set aside the trial courts decision and instead rendered a judgment of foreclosure as prayed for by the petitioner. 7. Levy v. Gervacio, 69 Phil. 52 (1939) installment sale Facts: 8. Delta Motor Sales Corp. v. Niu Kim Duan, 213 SCRA 259 (1992) remedies under Recto law not cumulative but alternative and exclusive 9. Tajanglangit v. Southern Motors, 101 Phil. 606 (1957) specific performance 10. Nonato v. IAC, 140 SCRA 255 (1985) mutual restitution 11. Ridad v. Filipinas Investment, 120 SCRA 246 (1983) foreclosure 12. Northern Motors v. Sapinoso, 33 SCRA 356 (1970) barring effects of foreclosure 13. Filipinas Investment & Finance Corp v. Ridad, 30 SCRA 564 (1969) perverse buyer 14. PCI Leasing and Finance, Inc. v. Giraffe-X Creative Imaging Inc., 57 SCRA 405 (2007) purported lease with option to buy