THIRD DIVISION

Gentlemen:
Quoted hereunder, for your information, is a resolution of this Court dated FEB 21 2005.
G.R. No. 160544 (Triple-V Food Services, Inc. vs. Filipino Merchants Insurance Company, Inc.)
Assailed in this petition for review on certiorari
Appeals in CA-G.R. CV No. 71223, affirming an
Branch 148, in its Civil Case No. 98-838, an
Merchants Insurance, Company, Inc., against the

is the decision [1] dated October 21, 2003 of the Court of

earlier decision of the Regional Trial Court at Makati City,
action for damages thereat filed by respondent Filipino
herein petitioner, Triple-V Food Services, Inc.
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On March 2, 1997, at around 2:15 o'clock in the afternoon, a certain Mary Jo-Anne De Asis (De Asis) dined
at petitioner's Kamayan Restaurant at 15 West Avenue, Quezon City. De Asis was using a Mitsubishi Galant
Super Saloon Model 1995 with plate number UBU 955, assigned to her by her employer Crispa Textile Inc.
(Crispa). On said date, De Asis availed of the valet parking service of petitioner and entrusted her car key to
petitioner's valet counter. A corresponding parking ticket was issued as receipt for the car. The car was then
parked by petitioner's valet attendant, a certain Madridano, at the designated parking area. Few minutes
later, Madridano noticed that the car was not in its parking slot and its key no longer in the box where valet
attendants usually keep the keys of cars entrusted to them. The car was never recovered. Thereafter, Crispa
filed a claim against its insurer, herein respondent Filipino Merchants Insurance Company, Inc. (FMICI).
Having indemnified Crispa in the amount of P669.500 for the loss of the subject vehicle, FMICI, as subrogee
to Crispa's rights, filed with the RTC at Makati City an action for damages against petitioner Triple-V Food
Services, Inc., thereat docketed as Civil Case No. 98-838 which was raffled to Branch 148.
In its answer, petitioner argued that the complaint failed to aver facts to support the allegations of
recklessness and negligence committed in the safekeeping and custody of the subject vehicle, claiming that
it and its employees wasted no time in ascertaining the loss of the car and in informing De Asis of the
discovery of the loss. Petitioner further argued that in accepting the complimentary valet parking service, De
Asis received a parking ticket whereunder it is so provided that "[Management and staff will not be
responsible for any loss of or damage incurred on the vehicle nor of valuables contained therein", a provision
which, to petitioner's mind, is an explicit waiver of any right to claim indemnity for the loss of the car; and
that De Asis knowingly assumed the risk of loss when she allowed petitioner to park her vehicle, adding that
its valet parking service did not include extending a contract of insurance or warranty for the loss of the
vehicle.
During trial, petitioner challenged FMICI's subrogation to Crispa's right to file a claim for the loss of the car,
arguing that theft is not a risk insured against under FMICI's Insurance Policy No. PC-5975 for the subject
vehicle.
In a decision dated June 22, 2001, the trial court rendered judgment for respondent FMICI, thus:
WHEREFORE, premises considered, judgment is hereby rendered in favor of the plaintiff (FMICI) and against
the defendant Triple V (herein petitioner) and the latter is hereby ordered to pay plaintiff the following:
1. The amount of P669,500.00, representing actual damages plus compounded (sic);
2. The amount of P30,000.00 as acceptance fee plus the amount equal to 25% of the total amount due as
attorney's fees;
3. The amount of P50,000.00 as exemplary damages;

4. Plus, cost of suit.

Defendant Triple V is not therefore precluded from taking appropriate action against defendant Armando
Madridano.
SO ORDERED.
Obviously displeased, petitioner appealed to the Court of Appeals reiterating its argument that it was not a
depositary of the subject car and that it exercised due diligence and prudence in the safe keeping of the
vehicle, in handling the car-napping incident and in the supervision of its employees. It further argued that
there was no valid subrogation of rights between Crispa and respondent FMICI.
In a decision dated October 21, 2003, [2] the Court of Appeals dismissed petitioner's appeal and affirmed the
appealed decision of the trial court, thus:
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WHEREFORE, based on the foregoing premises, the instant appeal is hereby DISMISSED. Accordingly, the
assailed June 22, 2001 Decision of the RTC of Makati City - Branch 148 in Civil Case No. 98-838 is
AFFIRMED.
SO ORDERED.
In so dismissing the appeal and affirming the appealed decision, the appellate court agreed with the findings
and conclusions of the trial court that: (a) petitioner was a depositary of the subject vehicle; (b) petitioner
was negligent in its duties as a depositary thereof and as an employer of the valet attendant; and (c) there
was a valid subrogation of rights between Crispa and respondent FMICI.
Hence, petitioner's present recourse.
We agree with the two (2) courts below.
When De Asis entrusted the car in question to petitioners valet attendant while eating at
petitioner'sKamayan Restaurant, the former expected the car's safe return at the end of her meal. Thus,
petitioner was constituted as a depositary of the same car. Petitioner cannot evade liability by arguing that
neither a contract of deposit nor that of insurance, guaranty or surety for the loss of the car was constituted
when De Asis availed of its free valet parking service.
In a contract of deposit, a person receives an object belonging to another with the obligation of safely
keeping it and returning the same. [3] A deposit may be constituted even without any consideration. It is not
necessary that the depositary receives a fee before it becomes obligated to keep the item entrusted for
safekeeping and to return it later to the depositor.
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Specious is petitioner's insistence that the valet parking claim stub it issued to De Asis contains a clear
exclusion of its liability and operates as an explicit waiver by the customer of any right to claim indemnity
for any loss of or damage to the vehicle.
The parking claim stub embodying the terms and conditions of the parking, including that of relieving
petitioner from any loss or damage to the car, is essentially a contract of adhesion, drafted and prepared as
it is by the petitioner alone with no participation whatsoever on the part of the customers, like De Asis, who
merely adheres to the printed stipulations therein appearing. While contracts of adhesion are not void in
themselves, yet this Court will not hesitate to rule out blind adherence thereto if they prove to be one-sided
under the attendant facts and circumstances.[4]
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Hence, and as aptly pointed out by the Court of Appeals, petitioner must not be allowed to use its parking
claim stub's exclusionary stipulation as a shield from any responsibility for any loss or damage to vehicles or
to the valuables contained therein. Here, it is evident that De Asis deposited the car in question with the
petitioner as part of the latter's enticement for customers by providing them a safe parking space within the
vicinity of its restaurant. In a very real sense, a safe parking space is an added attraction to petitioner's
restaurant business because customers are thereby somehow assured that their vehicle are safely kept,
rather than parking them elsewhere at their own risk. Having entrusted the subject car to petitioner's valet
attendant, customer De Asis, like all of petitioner's customers, fully expects the security of her car while at
petitioner's premises/designated parking areas and its safe return at the end of her visit at petitioner's
restaurant.
Petitioner's argument that there was no valid subrogation of rights between Crispa and FMICI because theft
was not a risk insured against under FMICI's Insurance Policy No. PC-5975 holds no water.
Insurance Policy No. PC-5975 which respondent FMICI issued to Crispa contains, among others things, the
following item: "Insured's Estimate of Value of Scheduled Vehicle- P800.000".[5] On the basis of such item,
the trial court concluded that the coverage includes a full comprehensive insurance of the vehicle in case of
damage or loss. Besides, Crispa paid a premium of P10,304 to cover theft. This is clearly shown in the
breakdown of premiums in the same policy.[6] Thus, having indemnified CRISPA for the stolen car, FMICI, as
correctly ruled by the trial court and the Court of Appeals, was properly subrogated to Crispa's rights against
petitioner, pursuant to Article 2207 of the New Civil Code[7].
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Anent the trial court's findings of negligence on the part of the petitioner, which findings were affirmed by
the appellate court, we have consistently ruled that findings of facts of trial courts, more so when affirmed,
as here, by the Court of Appeals, are conclusive on this Court unless the trial court itself ignored, overlooked
or misconstrued facts and circumstances which, if considered, warrant a reversal of the outcome of the case.
[8]
This is not so in the case at bar. For, we have ourselves reviewed the records and find no justification to
deviate from the trial court's findings.
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WHEREFORE, petition is hereby DENIED DUE COURSE.

SO ORDERED.
Very truly yours,
(Sgd.) LUCITA ABJELINA-SORIANO
Clerk of Court