Warner vs Inza

Facts:

Figueras Hermanos, acting as agent of Dionisio Inza, sold through its manager, E.
Sunyer, to the partnership of Warner, Barnes & Co., Ltd.,  4,000 piculs of centrifugal
sugar of 96 degrees, belonging to said Dionisio Inza, at P37.50 per picul. Neither
delivery of the sugar, nor payment of its price, was then made.

Two days later, that is, Inza handed to Warner, Barnes & Co., Ltd., several quedans
covering 2,862.23 piculs of the sugar sold, together with his bill. On that same day the
partnership of Warner, Barnes & Co., Ltd., through its agent Robinson, proposed to Inza
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. According to Warner, this proposition was accepted in its entirety by Inza. The
latter, however, claims that while it is true that such a term was agreed upon, yet 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. In that same month of
April, Inza took back from Warner, the quedans which he had sent on the preceding
day, and the quedans never again came into the possession of Warner. The latter then
sent a check in payment of the sugar but Inza refused to accept it and likewise refused
to resend the quedans alleging that the sale had been rescinded by the failure of
Warner to pay the price on the 15th day of May, as stipulated.

Warner then filed a complaint against Inza due to the latter’s non-fulfillment of the
contract and likewise claimed for damages. 

Issue:

Whether or not Inza committed a breach of the contract of sale upon it’s refusal to
deliver the sugar to Warner.

Held:
Yes. 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. 

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 obligation as vendor.

It should be noted that the sale became perfected on the day of the making of the
contract, before the delivery of the thing sold, or the payment of the price, upon the
mere fact of the parties having agreed as to the thing which was the subject-matter of
the contract and as to the price (art. 1450, Civil Code).