Dee Hwa Liong Foundation v.

ASIAMED Supplies
[G.R. No. 205638; August 23, 2017 ] AUTHOR: Louis Tan
TOPIC: Formation of contract of sale
PONENTE: Leonen, J.

DOCTRINE: A contract may be contained in several instruments with non-conflicting terms. A contract need
not be contained in a single writing. It may be collected from several different writings which do not conflict
with each other and which, when connected, show the parties, subject matter, terms and consideration, as in
contracts entered into by correspondence.

FACTS:

 Petitioner Dee Hwa Liong Foundation (DHLFMC) and respondent Asiamed entered into
a Contract of Sale, which stated that the former agreed to purchase from the latter
machines, for the price of P31M.
 When the machines were delivered, a sales invoice and 2 delivery invoices were signed
by petitioner, which stipulated for 12% interest and 25% attorney’s fees in the event that
there would be overdue accounts.
 Asiamed filed this complaint for sum of money when petitioners failed to pay the
balance.
 Petitioners argue that: (1) the contract of sale was rescinded because it is conditioned on
the approval of its loan from Planters Bank; (2) that the interest rate and attorney’s fees
are contracts of adhesion which modified the Contract of Sale.

ISSUE/S & RATIO:

1. WON petitioners are liable to pay the overdue purchase amount, and the interest at 12% and attorney’s
fees.
Yes. Based on the factual findings of the lower courts, the contract of sale does not mention any loan from
Planters Bank. The contention of the petitioners that Asiamed was aware of the conditionality was not given
credence by the Court because it failed to allege, substantiate, or prove any exception to overturn the factual
findings of the lower court.
Regarding the interest rates and attorney’s fees, these charges were specifically provided for in the delivery
invoices. Bothe the RTC and the CA found that the delivery invoices formed part of the Contract of Sale.
A contract may be contained in several instruments with non-conflicting terms. A contract need not be contained
in a single writing. It may be collected from several different writings which do not conflict with each other and
which, when connected, show the parties, subject matter, terms and consideration, as in contracts entered into by
correspondence. A contract may be encompassed in several instruments even though every instrument is not
signed by the parties, since it is sufficient if the unsigned instruments are clearly identified or referred to and
made part of the signed instrument or instruments. Similarly, a written agreement of which there are two copies,
one signed by each of the parties, is binding on both to the same extent as though there had been only one copy of
the agreement and both had signed it.
RULING: Petition Denied.