THIRD DIVISION

[G.R. No. 160544. February 21, 2005.]

TRIPLE-V FOOD SERVICES, INC., petitioner, vs. FILIPINO

MERCHANTS INSURANCE COMPANY, INC., respondent.

NOTICE

Gentlemen :
Quoted hereunder, for your information, is a resolution of the Third
Division of this Court dated February 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 is the decision 1 dated
October 21, 2003 of the Court of Appeals in CA-G.R. CV No. 71223, affirming
an earlier decision of the Regional Trial Court at Makati City, Branch 148, in
its Civil Case No. 98-838, an action for damages thereat filed by respondent
Filipino Merchants Insurance, Company, Inc., against the herein petitioner,
Triple-V Food Services, Inc.
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
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 parking ticket whereunder it is so provided that "[M]anagement 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:
WHEREFORE, based on the foregoing premises, the instant
appeal is hereby DISMISSED. According, 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
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 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 petitioner's valet
attendant while eating at petitioner's Kamayan 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.
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
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 tatter'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.
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 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
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.
WHEREFORE, petition is hereby DENIED DUE COURSE.
SO ORDERED.

Very truly yours,

(SGD.) LUCITA ABJELINA SORIANO

Clerk of Court

Footnotes

1. Penned by Associate Justice Elvi John S. Asuncion and concurred in by Associate

Justices Renato C. Dacudao and Lucas P. Bersamin of the Special Fourth
Division.
2. Rollo , pp. 52-58.

3. Calibo vs. Court of Appeals, 350 SCRA 427 [2001] citing Article 1962 of the New
Civil Code.
4. Ermitano vs. Court of Appeals, 306 SCRA 218 [1999].

5. Rollo , p. 633.
6. Ibid.

7. Article 2207. If the plaintiff's property has been insured, and he has received
indemnity from the insurance company for the injury or loss arising out of the
wrong or breach of contract complained of, the insurance company shall be
subrogated to the rights of the insured against the wrongdoer or the person
who has violated the contract. x x x
8. C & S Fishfarm Corporation vs. Court of Appeals, et al., 394 SCRA 82 [2002];
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 Peñalosa vs. Santos 363 SCRA 545 [2001]; Marvin Mercado vs. People of the
Philippines, 392 SCRA 687 [2002].

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