WARNER, BARNES & CO., LTD. vs.

DIONISIO INZA
Facts:
About April 9, 1920, the firm of Figueras Hermanos, acting as agent of Dionisio
Inza, sold to the partnership of Warner, Barnes and Co., Ltd., acting through its agent I.
Robinson, 4,000 piculs of centrifugal sugar of 96 degrees, belonging to Inza, at P37.50
per picul. Neither delivery of the sugar, nor payment of its price, was then made.
In pursuance to the contract, Dionisio Inza then handed to Warner, Barnes & Co.,
Ltd., several quedans covering 2,862.23 piculs of the sugar sold, together with his bill
who allegedly accepted the proposition by petitioner to pay the price of the sugar at a
future date but not later than the 15th day of the following month of May, with interest at
the rate of 8 per cent per annum on the price of the sale. Inza, however, claims that while
it is true that such a term was agreed upon, he imposed the condition that if no payment
was made to him before the 15th day of May, the date stipulated he would be free to
dispose of the sugar, which is the reason about the 13th day of April, Inza took back the
quedans which he had sent on the preceding day.
On May 17, 1920, Warner, Barnes & Co., Ltd., sent Dionisio Inza a check for
P108,286.22 in payment of the 2,862.23 piculs of sugar covered by the aforesaid
quedans. and the interest on the price of said quantity of sugar at 9 per cent per
annum,with a letter asking respondent that said quedans be sent them. These were
refused by Inza, alleging that the sale was rescinded by the failure of to pay the price on
the 15th day of May, as stipulated. Days later, Warner, Barnes & Co. again made demand
on Dionisio Inza for the surrender of the quedans covering the 4,000 piculs of sugar which
were sold. This Dionisio Inza again refused to do. Further demand was also refused by
respondent leading to the filing by petitioner of a complaint of specific performance
against Inza.
After trial, the court rendered judgment against the defendant as prayed for the complaint.
Hence, this complaint.
Issue: 1. Whether or not Article 1171 of the Civil Code is applicable, thereby obliging the
plaintiff to pay the defendant the priced of the sugar before the delivery thereof by the
latter, the payment to be made by plaintiff at the domicile of the defendant.
2. Whether or not the trial court erred in not holding that that respondent’s evidence
sufficient to establish the fact that the payment of the price on or before May 15 was a
condition precedent to the perfection of the sale.
Ruling: Contention is devoid of merit.
1.
In this case, even if the sale is to be regarded as of a civil, and not of a mercantile,
nature, a period was stipulated for the making of payment, and this brings the case within
the exception provided in article 1466 of the Civil Code, that is, that the sugar should have
been delivered even before its price was paid. If the sale in question is held to be
mercantile, still it was the duty of the plaintiff to deliver the sugar before he could demand
payment of its price, and only after such delivery, or, in default thereof, its judicial deposit,
would the plaintiff have been under the obligation to pay the price.
Concerning the place of payment, the general rule is that in obligations not
specified in article 1171 of the Civil code, such place is the domicile of the debtor. The
delivery, however, of the thing sold is governed by the special provisions of the Civil Code,
as well as of the Code of Commerce.
In this case, the defendant was bound to place the sugar at the disposal of the
plaintiff, or have it at the latter's disposal within twenty-four hours after the contract. The
evidence shows that the defendant did not place the sugar at the disposal of the plaintiff,
nor have it at the latter's disposal even within the twenty-four hours following April 13,
1920, the date on which he took back from the plaintiff the quedans covering a part of the
sugar sold. It cannot be said that the sugar referred to in said quedans remained in the
possession of the plaintiff, notwithstanding that they were taken back by the defendant,
who, as a matter of fact, disposed of them without the consent of the plaintiff. It was,
therefore, incumbent upon the defendant to deliver the sugar sold to the plaintiff, and not
having done so, he was in default in the fulfillment of his obligations as vendor.
2. No, the trial court did not err in not holding that that respondent’s evidence
sufficient to establish the fact that the payment of the price on or before May 15 was a
condition precedent to the perfection of the sale.
The evidence shows that the defendant did not place the sugar at the disposal of
the plaintiff, nor have it at the latter's disposal even within the twenty-four hours following
April 13, 1920, the date on which he took back from the plaintiff the quedans covering a
part of the sugar sold. It cannot be said that the sugar referred to in said quedans
remained in the possession of the plaintiff, notwithstanding that they were taken back by
the defendant, who, as a matter of fact, disposed of them without the consent of the
plaintiff.
It was, therefore, incumbent upon the defendant to deliver the sugar sold to the
plaintiff, and not having done so, he was in default in the fulfillment of his obligations as
vendor.