ALLIED BANK

VS.
COURT OF APPEALS, HON. JOSE C. DE GUZMAN, OSCAR D. TANQUECO, LUCIA D. TANQUECO-MATIAS,
RUBEN D. TANQUECO AND NESTOR D. TANQUECO

BELLOSILLO, J:

FACTS

Allied Bank Corporation, petitioner, entered into contract of lease with spouses Filemon Tanquenco and
Lucia Domingo-Tanquenco on 30 June 1987. The property subject in the contract of lease is a 512-square
meter lot, located at No. 2 Sarmiento Street corner Quirino Highway. Allied Bank introduced an
improvement on the property, consisting a concrete building with a floor area of 340 square meters
which it used as a branch office. As stipulated, the ownership of the building would be transferred to the
lessors upon the expiration of the original term of lease. Also stipulated Provision No. 1 that the term of
this lease shall be fourteen (14) years commencing from April 1, 1978 and may be renewed for a like
term at the option of the lessee. The spouses executed a deed of donation in favor to their four (4)
children, namely, private respondents, Oscar D. Tanqueco, Lucia Tanqueco-Matias, Ruben D. Tanqueco
and Nestor D. Tanqueco, who accepted the donation, sometime in February 1988. On February 1991, a
year before the expiration of the contract, the Tanquencos notified the petitioner that they were no
longer interested in renewing the contract. In reply, the petitioner wants to exercise their option to
renew the contract with additional proposals. Ruben Tanquenco acting in behalf of all the donee-lessors,
made a counter proposal. But ALLIED rejected it. When the contract already expired in 1992, private
respondents demanded ALLIED to vacate the premises. But ALLIED asserted its sole option to renew the
lease and enclosed in its reply a cashiers check in the amount of Php68,400.00 as a rental payment for
six(6) months. The respondents returned the check, prompting the latter to consign the amount in court.
An action for ejectment was filed in Metropolitan Trial Court of Quezon City Branch 33 and after the trial
declared Provision No. 1 of the lease contract void for being violative of Art. 1308 of the Civil Code. The
Regional Trial Court and the Court of Appeals assailed decision was affirmed. On February 20, 1993,
while case is pending in Court of Appeals, ALLIED vacated the premises by reason of the controversy.

ISSUE

A. Whether or not a stipulation in a contract of lease to the effect that the contract may be renewed for
a like term at the option of the lessee is void for being violative of the principle of mutuality of contracts
under Art. 1308 of the New Civil Code and corollarily, what is the meaning of the clause may be
renewed for a like term at the option of the lessee
B. Whether or not the lessee has the legal personality to assail the validity to a deed of donation
pursuant to Art. 725 of the New Civil Code, executed by the lessor over the leased premises.

RULING

A. No. The stipulation in the contract of lease to the effect that the contract may be renewed for a
like term at the option of the lessee is not void pursuant to Art. 1308 of the New Civil Code.

Our law provides that, Article 1308 what is known as principle of mutuality of contracts, the
contract must bind both of the contracting parties: its validity to compliance cannot be left to
the will on one of them. This binding effect of a contract on both parties is based on the
principle that the obligations arising from contracts have the force of law between the
contracting parties, and there must be mutuality between them based essentially on their
equality under which it is repugnant to has one party bound by the contract while leaving the
other free there from.

In this case, the option of the lessee to renew the contract which is provided in the lease
agreement, is fundamentally part of the consideration in the contract and is no different from
any other provisions of the lease carrying an undertaking on the part of the lessor to act
conditioned on the performance by the lessee. The fact that the option is binding only on the
 part of the lessor and can be exercise only on the part of the lessee does not render it void for
lack of mutuality. After all, the lessor is free to give or not to give the option to the lessee and
while the lessee has a right to elect whether to continue ith the lease or not. Once he exercises
his option to continue and the lessor accepts, both parties are thereafter bound by the new
lease agreement. Their rights and obligations become mutually fixed and the lessee is entitled to
retain possession of the property for the duration of the new lease, and the lessor may hold him
liable for the rent therefor. The lessee cannot thereafter escape liability even if he should
subsequently decide to abandon the premises. Mutuality obtains in such a contract and equality
exists between the lessor and the lessee since they remain with the same faculties in respect to
fulfillment. With respect to the meaning of the clause may be renewed for a like term at the
option of the lessee, the petitioners contention was sustained, that its exercise of the option
resulted in the automatic extension of the contract of the lease under the same terms and
conditions. The subject contract simply provides that the term of this lease shall be fourteen
(14) years and may be renewed for a like term at the option of the lessee. The only term on
which there has been a clear agreement is the period of the new contract, fourteen years , which
is evident from the clause may be renewed for a like term at the option of the lessee, the
phrase for a like term referring to the period.

B. No. Allied Bank has no legal capacity to assail the validity of the deed of donation.

Our law provides, Art. 725 donation is an act of liberty whereby a person disposes gratuitously
of a thing or right in favor of another, who accepts it.

In this case, the Tanqueco couple gratuitously gave their property in favor of their four children
and the latter accepted it, thus validated the deed of donation. Allied bank not being a party
thereto cannot assail the validity of the deed of donation. He must have an interest in it.
Interest within the meaning of the term means material interest, an interest to be affected by
the deed, as distinguished from a mere incidental interest. Hence, a person who is not a party to
a contract and for whose benefit it was not expressly made cannot maintain an action on it, even
if the contract, if performed by the parties thereto would incidentally affect him, except when he
is a prejudiced in his rights with respect to one of the contracting parties and can show the can
show the detriment which could positively result to him from contract in which he had no
intervention.

WHEREFORE, the decision of the Court of Appeals is REVERSED and SET ASIDE. Considering that the
petitioner ALLIED BANKING CORPORATION already vacated the leased premises as of 20 February 1993,
the renewed lease contract is deemed terminated as of that date. However, petitioner is required to pay
rentals to respondent lessor at the rate provided in their existing contract, subject to computation in
view of the consignment in court of Php68,400.00 by the petitioner, and of such other amounts it may
have deposited or advanced in connection with the lease.
VALENZUELA HARDWOOD AND INDUSTRIAL SUPPLY, INC., petitioner

Vs.

COURT OF APPEALS AND SEVEN BROTHERS SHIPPING COPORATION, respondents

PANGANIBAN, J.:

FACTS

Valenzuela Hardwood and Industrial Supply, Inc., petitioner, entered into an agreement with the Seven
Brothers Shipping Corporation, respondent, whereby the latter undertook to load on board its vessel
M/V Seven Ambassador the formers lauan round logs numbering 940 at the port of Maconacon Isabela
for shipment to Manila on January 16, 1984. Valenzuela Hardwood, insured the logs against loss and/or
damage with defendant South Sea Surety and Insurance, Co., Inc. forPhp2,000,000.00 and the latter
issued its Marine Cargo Insurance Policy No. 84/24229 for the same amount on January 20, 1984.
Valenzuela Hardwood gave the check in payment of the premium on the insurance policy to Mr. Victorio
Chua. On January 25, 1984, the vessel M/V Seven Ambassador sank resulting to the loss of the
petitioners insured logs. On January 30, 1984, a check for Php5,625.00 to cover payment of premium
and documentary stamps due on policy was tendered to the insurer but was not accepted. Instead,
South Sea Surety cancelled the Insurance policy it issued as of the date of the inception for non-payment
of the premium due in accordance with Section 77 of the Insurance Code. On February 2, 1984,
Valenzuela Hardwood demanded South Sea Surety and Insurance Co., Inc. the payment of the proceeds
of the policy but the latter denied liability under the policy. The petitioner filed a formal claim with Seven
Brothers Shipping Corporation for the value of the lost logs but the latter denied the claim. Regional Trial
Court of Valenzuela, Metro Manila, Branch 171 rendered judgment in favor of the Valenzuela Hardwood
and Industrial Supply, Inc. against Seven Brothers and South Sea Surety. Seven Brothers Shipping
Corporation appealed to the Court of Appeals, thus, Court of Appeals sustained the liability of South Sea
affirmed, but modified if by holding that Seven Brothers was not liable for the lost cargo, stipulated in
the charter party that the ship owner would be exempted from liability in case of loss. South Sea and
Valenzuela filed a separate petitions for review before Supreme Court. In resolution dated June 2, 1995
the Court denied the petition of South Sea for the Court found no reason to reverse the factual findings
of the trial court and Court of Appeals that Chua was indeed an authorized agent of South Sea when he
received Valenzuelas payment for the premium for the marine cargo insurance policy which was thus
binding on the insurer. The Court is called to resolve the petition for review filed by Valenzuela assailing
court decision which exempted Seven Brothers from any liability for the lost cargo, stating that it is in
violation of Article 1745 of the New Civil Code, Article 586 and 587 of the Code of Commerce.

ISSUE

Whether or not respondent Court of Appeals committed a reversible error in upholding the validity of
the stipulation in the charter party executed between the petitioner and the private respondents,
exempting the latter from liability for the loss of petitioners log arising from the negligence of its (Seven
Brothers) captain, thus violates Article 1745 of the New Civil Code, and Article 586 and 587 of the Code
of Commerce

RULING

No. the Court of Appeals decision did not committed a reversible error and stating the inapplicability of
Article 1745 which states that, any of the following or similar stipulations shall be considered
unreasonable, unjust and contrary to public policy:

(1) That the goods are transported at the risk of the owner or shipper;
(2) That the common carrier will not be liable for any loss, destruction, or deterioration of the goods;
(3) That the common carrier need not observe any diligence in the custody of the goods;
(4) That the common carrier shall exercise a degree of diligence less than that of a good father of a
family, or of a man of ordinary prudence in the vigilance over the movables transported;
(5) That the common carrier shall not be responsible for the acts or omissions of his or its employees;
(6) That the common carrier's liability for acts committed by thieves, or of robbers who do not act with
grave or irresistible threat, violence or force, is dispensed with or diminished;
(7) That the common carrier is not responsible for the loss, destruction, or deterioration of goods on
account of the defective condition of the car, vehicle, ship, airplane or other equipment used in the
contract of carriage.

As jurisprudence provides, the doctrine from our Civil Code on common carriers were taken from
Anglo-American law. Under American jurisprudence, a common carrier undertaking to carry a special
cargo or chartered to a special person only, becomes a private carrier. As a private carrier, a stipulation
exempting the owner from liability for the negligence of its agent is not against public policy, and is
deemed valid.

Such doctrine were find reasonable by the Supreme Court. The provisions on common carriers should
not be applied where the carrier is not acting as such but as a private carrier. The stipulation in the
charter party absolving the owner from liability for loss due to negligence of its agent would be void if
the strict public policy governing common carriers is applied. Such policy has no force where the public
at large is not involved as in this case of a ship totally chartered for the use of a single party.

Also with respect to Article 586 states that The ship owner and the ship agent shall be civilly liable for
the acts of the captain and for the obligations contracted by the latter to repair equip, and provision the
vessel, provided the creditors prove that the amount claimed was invested there in, and Article 587
states that The ship agent shall also be civilly liable for the indemnities in favor of third persons which
from the conduct of the captain in the vigilance over the goods which the vessel carried; but he may
exempt himself therefrom by abandoning the vessel with all her equipments and the freight he may
have earned during the voyage, which Valenzuela Hardwood insists. The Supreme Court held that,
whatever rights petitioner may have under the aforementioned statutory provisions were waived when
it entered into the charter party.

In this case, the respondents Seven Brothers is exempted from liability because it acted as a private
carrier and not as a common carrier. The charter party contract entered into by the petitioner and
respondent is valid and binding on both parties and whatever provisions may have under the statutory
provisions cited by the petitioner, were deemed waived.