mcc industrial vs ssangyong

8/10/2019 MCC Industrial vs Ssangyong

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408 SUPREME COURT REPORTS ANNOTATED

MCC Industrial Sales Corporation vs. Ssangyong

Corporation

G.R. No. 170633. October 17, 2007.*

MCC INDUSTRIAL SALES CORPORATION, petitioner,

vs.SSANGYONGCORPORATION, respondent.

Actions; Pleadings and Practice; Attorneys; Judgments; Whilereceipt of a copy of the decision by one of several counsels on record

is notice to all, and the period to appeal commences on such date

even if the other counsel has not yet received a copy of the decision,

the rule may be relaxed where it appears that there is an apparent

agreement between the counsels that it would be the collaborating,

not the principal, who would file the appeal brief and the

subsequent pleadings in the Court of Appeals.It cannot be

gainsaid that inAlbano v. Court of Appeals, 362 SCRA 667 (2001),

we held that receipt of a copy of the decision by one of several

counsels on record is notice to all, and the period to appeal

commences on such date even if the other counsel has not yet

received a copy of the decision. In this case, when Atty. Samson

received a copy of the CA decision on September 14, 2005, MCC had

only fifteen (15) days within which to file a motion for

reconsideration conformably with Section 1, Rule 52 of the Rules of

Court, or to file a petition for review on certiorariin accordance with

Section 2, Rule 45. The period should not be reckoned from

September 29, 2005 (when Castillo Zamora & Poblador received

_______________

*THIRD DIVISION.

409
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VOL. 536, OCTOBER 17, 2007 409

MCC Industrial Sales Corporation vs. Ssangyong Corporation

their copy of the decision) because notice to Atty. Samson is deemed

notice to collaborating counsel. We note, however, from the records

of the CA, that it was Castillo Zamora & Poblador, not Atty.

Samson, which filed both MCCs and Chans Brief and Reply Brief.Apparently, the arrangement between the two counsels was for the

collaborating, not the principal, counsel to file the appeal brief and

subsequent pleadings in the CA. This explains why it was Castillo

Zamora & Poblador which filed the motion for the reconsideration of

the CA decision, and they did so on October 5, 2005, well within the

15-day period from September 29, 2005, when they received their

copy of the CA decision. This could also be the reason why the CA

did not find it necessary to resolve the question of the timeliness of

petitioners motion for reconsideration, even as the CA denied the

same.

Same; Same; Same; Procedural Rules and Technicalities; It

should be remembered that the Rules were promulgated to set

guidelines in the orderly administration of justice, not to shackle

the hand that dispenses it.It should be remembered that the

Rules were promulgated to set guidelines in the orderly

administration of justice, not to shackle the hand that dispenses it.

Otherwise, the courts would be consigned to being mere slaves to

technical rules, deprived of their judicial discretion. Technicalitiesmust take a backseat to substantive rights. After all, it is

circumspect leniency in this respect that will give the parties the

fullest opportunity to ventilate the merits of their respective causes,

rather than have them lose life, liberty, honor or property on sheer

technicalities.

Same; Same; Motions for Reconsideration; Mere restatement of

arguments in a motion for reconsideration does not per se result in a

pro forma motion; The pro forma rule will not apply if the

arguments were not sufficiently passed upon and answered in the

decision sought to be reconsidered.Suffice it to say that the mere

restatement of arguments in a motion for reconsideration does not

per se result in a pro forma motion. In Security Bank and Trust

Company, Inc. v. Cuenca, 341 SCRA 781 (2000), we held that a

motion for reconsideration may not be necessarilypro formaeven if

it reiterates the arguments earlier passed upon and rejected by the

appellate court. A movant may raise the same arguments precisely

to convince the court that its ruling was erroneous. Furthermore,


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the pro forma rule will not apply if the arguments were not

sufficiently passed upon and answered in the decision sought to be

reconsidered.

410



Same; Same; The Supreme Court has ample authority to go

beyond the pleadings when, in the interest of justice or for the

promotion of public policy, there is a need to make its own findings

in order to support its conclusions.The second issue poses a novel

question that the Court welcomes. It provides the occasion for this

Court to pronounce a definitive interpretation of the equally

innovative provisions of the Electronic Commerce Act of 2000 (R.A.

No. 8792) vis-vis the Rules on Electronic Evidence. Although the

parties did not raise the question whether the original facsimile

transmissions are electronic data messages or electronic

documents within the context of the Electronic Commerce Act (the

petitioner merely assails as inadmissible evidence the photocopies of

the said facsimile transmissions), we deem it appropriate to

determine first whether the said fax transmissions are indeed

within the coverage of R.A. No. 8792 before ruling on whether the

photocopies thereof are covered by the law. In any case, this Courthas ample authority to go beyond the pleadings when, in the

interest of justice or for the promotion of public policy, there is a

need to make its own findings in order to support its conclusions.

Electronic Commerce Act of 2000 (R.A. No. 8792); Evidence;

Rules on Electronic Evidence; Best Evidence Rule; Words and

Phrases; To be admissible in evidence as an electronic data message

or to be considered as the functional equivalent of an original

document under the Best Evidence Rule, the writing must foremost

be an electronic data message or an electronic document.The

ruling of the Appellate Court is incorrect. R.A. No. 8792, otherwise

known as the Electronic Commerce Act of 2000, considers an

electronic data message or an electronic document as the functional

equivalent of a written document for evidentiary purposes. The

Rules on Electronic Evidence regards an electronic document as

admissible in evidence if it complies with the rules on admissibility

prescribed by the Rules of Court and related laws, and is

authenticated in the manner prescribed by the said Rules. An


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electronic document is also the equivalent of an original document

under the Best Evidence Rule, if it is a printout or output readable

by sight or other means, shown to reflect the data accurately. Thus,

to be admissible in evidence as an electronic data message or to be

considered as the functional equivalent of an original document

under the Best Evidence Rule, the writing must foremost be an

electronic data message or an electronic document.

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VOL. 536, OCTOBER 17, 2007 411


Same; Same; Same; Statutory Construction; Words and

Phrases; While data message has reference to information

electronically sent, stored or transmitted, it does not necessarily

mean that it will give rise to a right or extinguish an obligation,

unlike an electronic document, nevertheless evident from the law is

the legislative intent to give the two terms the same construction.

The clause on the interchangeability of the terms electronic data

message and electronic document was the result of the Senate of

the Philippines adoption, in Senate Bill 1902, of the phrase

electronic data message and the House of Representatives

employment, in House Bill 9971, of the term electronic document.

In order to expedite the reconciliation of the two versions, thetechnical working group of the Bicameral Conference Committee

adopted both terms and intended them to be the equivalent of each

one. Be that as it may, there is a slight difference between the two

terms. While data message has reference to information

electronically sent, stored or transmitted, it does not necessarily

mean that it will give rise to a right or extinguish an obligation,

unlike an electronic document. Evident from the law, however, is

the legislative intent to give the two terms the same construction.

Same; Same; Same; Same; Same; The international origin

mentioned in Section 37 of the Electronic Commerce Act can only

refer to the UNCITRAL Model Law, and the UNCITRALs

definition of data message.As further guide for the Court in its

task of statutory construction, Section 37 of the Electronic

Commerce Act of 2000 provides that Unless otherwise expressly

provided for, the interpretation of this Act shall give due regard to

its international origin and the need to promote uniformity in its

application and the observance of good faith in international trade


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relations. The generally accepted principles of international law and

convention on electronic commerce shall likewise be considered.

Obviously, the international origin mentioned in this section can

only refer to the UNCITRAL Model Law, and the UNCITRALs

definition of data message: Data message means information

generated, sent, received or stored by electronic, optical or similar

means including, but not limited to, electronic data interchange

(EDI), electronic mail, telegram, telex or telecopy, is substantiallythe same as the IRRs characterization of an electronic data

message.

412



Same; Same; Same; Same; Same; A construction should be

rejected that gives to the language used in a statute a meaning that

does not accomplish the purpose for which the statute was enacted,

and that tends to defeat the ends which are sought to be attained by

the enactment.Congress deleted the phrase, but not limited to,

electronic data interchange (EDI), electronic mail, telegram, telex or

telecopy, and replaced the term data message (as found in the

UNCITRAL Model Law) with electronic data message. This

legislative divergence from what is assumed as the termsinternational origin has bred uncertainty and now impels the

Court to make an inquiry into the true intent of the framers of the

law. Indeed, in the construction or interpretation of a legislative

measure, the primary rule is to search for and determine the intent

and spirit of the law. A construction should be rejected that gives to

the language used in a statute a meaning that does not accomplish

the purpose for which the statute was enacted, and that tends to

defeat the ends which are sought to be attained by the enactment.

Same; Same; Same; Same; Same; Facsimile Transmissions;

There is no question that when Congress formulated the term

electronic data message, it intended the same meaning as the term

electronic record in the Canada law, which construction of the

term electronic data message, excludes telexes or faxes, except

computergenerated faxes, in harmony with the Electronic Commerce

Laws focus on paperless communications and the functional

equivalent approach that it espouses; Facsimile transmissions are

not paperless but verily are paper-based.When the Senate


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consequently voted to adopt the term electronic data message, it

was consonant with the explanation of Senator Miriam Defensor-

Santiago that it would not apply to telexes or faxes, except

computer-generated faxes, unlike the United Nations model law on

electronic commerce. In explaining the term electronic record

patterned after the ECommerce Law of Canada, Senator Defensor-

Santiago had in mind the term electronic data message. This term

then, while maintaining part of the UNCITRAL Model Lawsterminology of data message, has assumed a different context, this

time, consonant with the term electronic record in the law of

Canada. It accounts for the addition of the word electronic and the

deletion of the phrase but not limited to, electronic data

interchange (EDI), electronic mail, telegram, telex or telecopy.

Noteworthy is that the Uniform Law Conference of Canada,

explains the term electronic record, as

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VOL. 536, OCTOBER 17, 2007 413


drafted in the Uniform Electronic Evidence Act, in a manner

strikingly similar to Sen. Santiagos explanation during the Senate

deliberations: x x x There is no question then that when Congress

formulated the term electronic data message, it intended the same

meaning as the term electronic record in the Canada law. This

construction of the term electronic data message, which excludes

telexes or faxes, except computer-generated faxes, is in harmony with

the Electronic Commerce Laws focus on paperless communications

and the functional equivalent approach that it espouses. In fact,

the deliberations of the Legislature are replete with discussions on

paperless and digital transactions. Facsimile transmissions are not,

in this sense, paperless, but verily are paper-based.

Same; Same; Same; Same; Same; Same; A facsimile machine,

which was first patented in 1843 by Alexander Bain, is a device

that can send or receive pictures and text over a telephone line, and

works by digitizing an image; A fax machine is essentially an image

scanner, a modem and a computer printer combined into a highly

specialized package.A facsimile machine, which was first patented

in 1843 by Alexander Bain, is a device that can send or receive

pictures and text over a telephone line. It works by digitizing an

imagedividing it into a grid of dots. Each dot is either on or off,


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depending on whether it is black or white. Electronically, each dot is

represented by a bit that has a value of either 0 (off) or 1 (on). In

this way, the fax machine translates a picture into a series of zeros

and ones (called a bit map) that can be transmitted like normal

computer data. On the receiving side, a fax machine reads the

incoming data, translates the zeros and ones back into dots, and

reprints the picture. A fax machine is essentially an image scanner,

a modem and a computer printer combined into a highly specializedpackage. The scanner converts the content of a physical document

into a digital image, the modem sends the image data over a phone

line, and the printer at the other end makes a duplicate of the

original document.

Same; Same; Same; Same; Same; Same; In a virtual or

paperless environment, technically, there is no original copy to

speak of, as all direct printouts of the virtual reality are the same, in

all respects, and are considered as originals; Ineluctably, the laws

definition of electronic data message, which, as aforesaid, is

interchangeable with electronic document, could not have

included facsimile transmissions, which have an original paper-

based copy as sent and a

414



paper-based facsimile copy as received; While Congress anticipated

future developments in communications and computer technology

when it drafted the law, it excluded the early forms of technology,

like telegraph, telex and telecopy (except computer-generated faxes,

which is a newer development as compared to the ordinary fax

machine to fax machine transmission), when it defined the term

electronic data message.In an ordinary facsimile transmission,there exists an original paper-based information or data that is

scanned, sent through a phone line, and re-printed at the receiving

end. Be it noted that in enacting the Electronic Commerce Act of

2000, Congress intended virtual or paperless writings to be the

functional equivalent and to have the same legal function as

paper-based documents. Further, in a virtual or paperless

environment, technically, there is no original copy to speak of, as all

direct printouts of the virtual reality are the same, in all respects,

and are considered as originals. Ineluctably, the laws definition of


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electronic data message, which, as aforesaid, is interchangeable

with electronic document, could not have included facsimile

transmissions, which have an original paper-based copy as sent

and a paper-based facsimilecopy as received. These two copies are

distinct from each other, and have different legal effects. While

Congress anticipated future developments in communications and

computer technology when it drafted the law, it excluded the early

forms of technology, like telegraph, telex and telecopy (exceptcomputer-generated faxes, which is a newer development as

compared to the ordinary fax machine to fax machine transmission),

when it defined the term electronic data message.

Same; Same; Same; Same; Same; Same; Administrative Law;

The power of administrative officials to promulgate rules in the

implementation of a statute is necessarily limited to what is found

in the legislative enactment itself; The IRR went beyond the

parameters of the law when it adopted verbatim the UNCITRAL

Model Laws definition of data message, without considering the

intention of Congress when the latter deleted the phrase but not

limited to, electronic data interchange (EDI), electronic mail,

telegram, telex or telecopy.Clearly then, the IRR went beyond the

parameters of the law when it adopted verbatim the UNCITRAL

Model Laws definition of data message, without considering the

intention of Congress when the latter deleted the phrase but not


telegram, telex or telecopy. The inclu-

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sion of this phrase in the IRR offends a basic tenet in the exercise of

the rule-making power of administrative agencies. After all, thepower of administrative officials to promulgate rules in the

implementation of a statute is necessarily limited to what is found in

the legislative enactment itself. The implementing rules and

regulations of a law cannot extend the law or expand its coverage,

as the power to amend or repeal a statute is vested in the

Legislature. Thus, if a discrepancy occurs between the basic law and

an implementing rule or regulation, it is the former that prevails,

because the law cannot be broadened by a mere administrative

issuancean administrative agency certainly cannot amend an act


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of Congress. Had the Legislature really wanted ordinary fax

transmissions to be covered by the mantle of the Electronic

Commerce Act of 2000, it could have easily lifted without a bit of

tatter the entire wordings of the UNCITRAL Model Law.

Same; Same; Same; Best Evidence Rule; Facsimile

Transmisions; A facsimile transmission cannot be considered as

electronic evidenceit is not the functional equivalent of anoriginal under the Best Evidence Rule and is not admissible as

electronic evidence.We, therefore, conclude that the terms

electronic data message and electronic document, as defined

under the Electronic Commerce Act of 2000, do not include a

facsimile transmission. Accordingly, a facsimile transmission

cannot be considered as electronic evidence. It is not the functional

equivalent of an original under the Best Evidence Rule and is not

admissible as electronic evidence.

Same; Same; Same; Same; Same; Since a facsimile transmission

is not an electronic data message or an electronic document, and

cannot be considered as electronic evidence by the Court, with

greater reason is a photocopy of such a fax transmission not

electronic evidence.Since a facsimile transmission is not an

electronic data message or an electronic document, and cannot be

considered as electronic evidence by the Court, with greater reason

is a photocopy of such a fax transmission not electronic evidence. In

the present case, therefore, Pro Forma Invoice Nos. ST2-

POSTS0401-1 and ST2-POSTS0401-2 (Exhibits E and F),which are mere photocopiesof the original fax transmittals, are not

electronic evidence, contrary to the position of both the trial and the

appellate courts.

416



Actions; Contracts; Breach of Contract; Requisites.Despite the

pro forma invoices not being electronic evidence, this Court finds

that respondent has proven by preponderance of evidence the

existence of a perfected contract of sale. In an action for damages

due to a breach of a contract, it is essential that the claimant proves

(1) the existence of a perfected contract, (2) the breach thereof by

the other contracting party and (3) the damages which he/she


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sustained due to such breach. Actori incumbit onus probandi. The

burden of proof rests on the party who advances a proposition

affirmatively. In other words, a plaintiff in a civil action must

establish his case by a preponderance of evidence, that is, evidence

that has greater weight, or is more convincing than that which is

offered in opposition to it.

Civil Law; Same; Sales; Elements; In general, contracts areperfected by mere consent, which is manifested by the meeting of the

offer and the acceptance upon the thing and the cause which are to

constitute the contract.In general, contracts are perfected by mere

consent, which is manifested by the meeting of the offer and the

acceptance upon the thing and the cause which are to constitute the

contract. The offer must be certain and the acceptance absolute.

They are, moreover, obligatory in whatever form they may have

been entered into, provided all the essential requisites for their

validity are present. Sale, being a consensual contract, follows the

general rule that it is perfected at the moment there is a meeting of

the minds upon the thing which is the object of the contract and

upon the price. From that moment, the parties may reciprocally

demand performance, subject to the provisions of the law governing

the form of contracts. The essential elements of a contract of sale are

(1) consent or meeting of the minds, that is, to transfer ownership in

exchange for the price, (2) object certain which is the subject matter

of the contract, and (3) cause of the obligation which is established.

Same; Same; Same; Evidence; Best Evidence Rule; RequisitesBefore Admission of Secondary Evidence; It has been held that

where the missing document is the foundation of the action, more

strictness in proof is required than where the document is only

collaterally involved.Because these documents are mere

photocopies, they are simply secondary evidence, admissible only

upon compliance with Rule 130, Section 5, which states, [w]hen the

original document has been lost or destroyed, or cannot be produced

in court, the offeror, upon proof of its execution or existence and the

cause of its unavail-

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ability without bad faith on his part, may prove its contents by a


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copy, or by a recital of its contents in some authentic document, or

by the testimony of witnesses in the order stated. Furthermore, the

offeror of secondary evidence must prove the predicates thereof,

namely: (a) the loss or destruction of the original without bad faith

on the part of the proponent/offeror which can be shown by

circumstantial evidence of routine practices of destruction of

documents; (b) the proponent must prove by a fair preponderance of

evidence as to raise a reasonable inference of the loss or destructionof the original copy; and (c) it must be shown that a diligent and

bona fidebut unsuccessful search has been made for the document

in the proper place or places. It has been held that where the

missing document is the foundation of the action, more strictness in

proof is required than where the document is only collaterally

involved. Given these norms, we find that respondent failed to

prove the existence of the original fax transmissions of Exhibits E

and F, and likewise did not sufficiently prove the loss or

destruction of the originals. Thus, Exhibits E and F cannot be

admitted in evidence and accorded probative weight.

Same; Same; Same; Same; Appeals; Evidence not objected to is

deemed admitted and may be validly considered by the court in

arriving at its judgment; Issues not raised on appeal are deemed

abandoned.Pro Forma Invoice No. ST2-POSTS080-1 (Exhibit

X), however, is a mere photocopy of its original. But then again,

petitioner MCC does not assail the admissibility of this document in

the instant petition. Verily, evidence not objected to is deemed

admitted and may be validly considered by the court in arriving atits judgment. Issues not raised on appeal are deemed abandoned.

Same; Same; Same; Same; Appropriate conduct by the parties

may be sufficient to establish an agreement, and while there may be

instances where the exchange of correspondence does not disclose the

exact point at which the deal was closed, the actions of the parties

may indicate that a binding obligation has been undertaken.The

logical chain of events, as gleaned from the evidence of both parties,

started with the petitioner and the respondent agreeing on the sale

and purchase of 220MT of stainless steel at US$1,860.00 per MT.

This initial contract was perfected. Later, as petitioner asked for

several extensions to pay, adjustments in the delivery dates, and

discounts in the price as originally agreed, the parties slightly

varied

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the terms of their contract, without necessarily novating it, to the

effect that the original order was reduced to 200MT, split into two

deliveries, and the price discounted to US$1,700 per MT. Petitioner,

however, paid only half of its obligation and failed to open an L/Cfor the other 100MT. Notably, the conduct of both parties

sufficiently established the existence of a contract of sale, even if the

writings of the parties, because of their contested admissibility, were

not as explicit in establishing a contract. Appropriate conduct by the

parties may be sufficient to establish an agreement, and while there

may be instances where the exchange of correspondence does not

disclose the exact point at which the deal was closed, the actions of

the parties may indicate that a binding obligation has been

undertaken.

Same; Same; Same; It is a well-entrenched rule that the failure

of a buyer to furnish an agreed letter of credit is a breach of the

contract between buyer and seller; Damages for failure to open a

commercial credit may, in appropriate cases, include the loss of

profit which the seller would reasonably have made had the

transaction been carried out.With our finding that there is a valid

contract, it is crystal-clear that when petitioner did not open the L/C

for the first half of the transaction (100MT), despite numerous

demands from respondent Ssangyong, petitioner breached itscontractual obligation. It is a well-entrenched rule that the failure

of a buyer to furnish an agreed letter of credit is a breach of the

contract between buyer and seller. Indeed, where the buyer fails to

open a letter of credit as stipulated, the seller or exporter is entitled

to claim damages for such breach. Damages for failure to open a

commercial credit may, in appropriate cases, include the loss of

profit which the seller would reasonably have made had the

transaction been carried out.

Same; Same; Same; Evidence; Breach of Contract; Damages; It

is axiomatic that actual or compensatory damages cannot be

presumed, but must be proven with a reasonable degree of certainty.

This Court, however, finds that the award of actual damages is

not in accord with the evidence on record. It is axiomatic that actual

or compensatory damages cannot be presumed, but must be proven

with a reasonable degree of certainty. In Villafuerte v. Court of

Appeals, 459 SCRA 58 (2005), we explained that: Actual or

compensatory damages are those awarded in order to compensate a


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party for an injury or loss he suffered. They arise out of a sense of

natural

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VOL. 536, OCTOBER 17, 2007 419


justice and are aimed at repairing the wrong done. Except as

provided by law or by stipulation, a party is entitled to an adequate

compensation only for such pecuniary loss as he has duly proven. It

is hornbook doctrine that to be able to recover actual damages, the

claimant bears the onus of presenting before the court actual proof

of the damages alleged to have been suffered.

Same; Same; Same; Same; Same; Same; In the absence of

corroborative evidence, self-serving statements of account are not

sufficient basis to award actual damagesthe court cannot simply

rely on speculation, conjecture or guesswork as to the fact and

amount of damages, but must depend on competent proof that the

claimant had suffered, and on evidence of, the actual amount

thereof.The statement of account and the details of the losses

sustained by respondent due to the said breach are, at best, self-

serving. It was respondent Ssangyong itself which prepared the

said documents. The items therein are not even substantiated by

official receipts. In the absence of corroborative evidence, the said

statement of account is not sufficient basis to award actual

damages. The court cannot simply rely on speculation, conjecture or

guesswork as to the fact and amount of damages, but must depend

on competentproof that the claimant had suffered, and on evidence

of, the actual amount thereof.

Same; Same; Same; Same; Same; Same; Nominal damages are

recoverable where a legal right is technically violated and must bevindicated against an invasion that has produced no actual present

loss of any kind or where there has been a breach of contract and no

substantial injury or actual damages whatsoever have been or can

be shown.The Court finds that petitioner knowingly breached its

contractual obligation and obstinately refused to pay despite

repeated demands from respondent. Petitioner even asked for

several extensions of time for it to make good its obligation. But in

spite of respondents continuous accommodation, petitioner

completely reneged on its contractual duty. For such inattention


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and insensitivity, MCC must be held liable for nominal damages.

Nominal damages are recoverable where a legal right is technically

violated and must be vindicated against an invasion that has

produced no actual present loss of any kind or where there has been

a breach of contract and no substantial injury or actual damages

whatsoever have been or can be shown. Accordingly, the Court

awards nominal damages of P200,000.00 to respondent Ssangyong.

420



Attorneys Fees; In the instant case, the Court finds the award

of attorneys fees proper considering that the defendants unjustified

refusal to pay has compelled the plaintiff to litigate and to incur

expenses to protect its rights.As to the award of attorneys fees, it

is well-settled that no premium should be placed on the right to

litigate and not every winning party is entitled to an automatic

grant of attorneys fees. The party must show that he falls under

one of the instances enumerated in Article 2208 of the Civil Code.

In the instant case, however, the Court finds the award of

attorneys fees proper, considering that petitioner MCCs unjustified

refusal to pay has compelled respondent Ssangyong to litigate and

to incur expenses to protect its rights.

PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.

The facts are stated in the opinion of the Court.

Zamora, Poblador, Vasquez & Bretaafor petitioner.

Donato, Zarate & Rodriguezfor respondent.

NACHURA, J.:

Before the Court is a petition for review on certiorariof the

Decision1

of the Court of Appeals in CA-G.R. CV No. 82983

and its Resolution2

denying the motion for reconsideration

thereof.

Petitioner MCC Industrial Sales (MCC), a domestic

corporation with office at Binondo, Manila, is engaged in the

business of importing and wholesaling stainless steel

products.3 One of its suppliers is the Ssangyong

Corporation (Ssangyong),4

an international trading
http://-/?-http://-/?-http://-/?-


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company5with head office in

_______________

1 Penned by Associate Justice Rodrigo V. Cosico, with Associate

Justices Danilo B. Pine and Arcangelita Romilla-Lontok, concurring; CA

Rollo, pp. 120-131.

2

CA Rollo,pp. 164-165.3Records, p. 2.

4TSN, June 18, 2003, pp. 7-8.

5TSN, August 21, 2002, p. 7.

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VOL. 536, OCTOBER 17, 2007 421


Corporation

Seoul, South Korea and regional headquarters in Makati

City, Philippines.6

The two corporations conducted business

through telephone calls and facsimile or telecopy

transmissions.7

Ssangyong would send the pro forma

invoices containing the details of the steel product order to

MCC; if the latter conforms thereto, its representative

affixes his signature on the faxed copy and sends it back to

Ssangyong, again by fax.8

On April 13, 2000, Ssangyong

Manila Office sent, by fax, a letter9 addressed to Gregory

Chan, MCC Manager [also the President10

of Sanyo Seiki

Stainless Steel Corporation], to confirm MCCs and Sanyo

Seikis order of 220 metric tons(MT) of hot rolled stainless

steel under a preferential rate of US$1,860.00 per MT.

Chan, on behalf of the corporations, assented and affixed his

signature on the conformeportion of the letter.11

On April 17, 2000, Ssangyong forwarded to MCCPro

FormaInvoice No. ST2-POSTSO40112

containing the terms

and conditions of the transaction. MCCsent back by fax toSsangyongthe invoice bearing the conformity signature

13

of Chan. As stated in thepro formainvoice, payment for the

ordered steel products would be made through an

irrevocable letter of credit (L/C) at sight in favor of

Ssangyong.14

Follow-

_______________

6Records, p. 198; Exhibit A.
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7CA Rollo, p. 97.

8TSN, August 21, 2002, p. 18.

9Records, pp. 336-337; Exhibit W. The document is an original copy

of the fax transmittal in thermal paper received by Ssangyong, however,

the same is accompanied by a photocopy thereof containing a clearer print

of its contents.

10Records, p. 49.

11Id., at pp. 336-337; Exhibit W-1.12Id., at pp. 216-217; Exhibit E-1. The document is an original copy



of its contents.

13Id.; Exhibit E-2.

14Id.; Exhibit E-1.

422



Corporation

ing their usual practice, delivery of the goods was to be

made after the L/C had been opened.

In the meantime, because of its confirmed transaction

with MCC, Ssangyong placed the order with its steel

manufacturer, Pohang Iron and Steel Corporation

(POSCO), in South Korea15and paid the same in full.

Because MCCcould open only a partial letter of credit,

the order for 220MT of steel was split into two,16

one for

110MT covered by Pro Forma Invoice No. ST2-

POSTS0401-117

and another for 110MT covered by ST2-

POSTS0401-2,18

both dated April 17, 2000.

On June 20, 2000, Ssangyong, through its Manila

Office, informed Sanyo Seiki and Chan, by way of a fax

transmittal, that it was ready to ship 193.597MT of

stainless steel from Korea to the Philippines. It requestedthat the opening of the L/C be facilitated.

19

Chan affixed his

signature on the fax transmittal and returned the same, by

fax, to Ssangyong.20

Two days later, on June 22, 2000, Ssangyong Manila

Office informed Sanyo Seiki, thru Chan, that it was able to

secure a US$30/MT price adjustment on the contracted

price of US$1,860.00/MT for the 200MT stainless steel, and

that the goods were to be shipped in two tranches, the first

100MT on that day and the second 100MT not later than
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June 27, 2000.

_______________

15TSN, August 21, 2002, pp. 41-42, 67-68.

16TSN, October 15, 2003, pp. 89-92.

17 Records, p. 215; Exhibit E. This is a mere photocopy of the fax

transmittal.18 Id., at p. 218; Exhibit F. This is a mere photocopy of the fax

transmittal.

19Id., at pp. 219-220; Exhibit G. The document is an original copy of

the fax transmittal in thermal paper received by Ssangyong, however, the

same is accompanied by a photocopy thereof containing a clearer print of

its contents.

20Id.; Exhibit G-1.

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VOL. 536, OCTOBER 17, 2007 423


Corporation

Ssangyongreiterated its request for the facilitation of the

L/Cs opening.21

Ssangyong later, through its Manila Office, sent a

letter, on June 26, 2000, to the Treasury Group of Sanyo

Seiki that it was looking forward to receiving the L/C details

and a cable copy thereof that day.22

Ssangyong sent a

separate letter of the same date to Sanyo Seiki requesting

for the opening of the L/C covering payment of the first

100MT not later than June 28, 2000.23

Similar letters were

transmitted by Ssangyong Manila Office on June 27,

2000.24

On June 28, 2000, Ssangyong sent another

facsimile letter to MCC stating that its principal in Korea

was already in a difficult situation25

because of the failure of

Sanyo Seiki and MCCto open the L/Cs.The following day, June 29, 2000, Ssangyongreceived,

by fax, a letter signed by Chan, requesting an extension of

time to open the L/C because MCCs credit line with the

bank had been fully availed of in connection with another

transaction, and MCCwas waiting for an additional credit

line.26

On the same date, Ssangyong replied, requesting

that it be informed of the date when the L/C would be

opened, preferably at the earliest possible time, since its

Steel Team 2 in Korea was having problems and


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Ssangyongwas incurring warehousing costs.27

To maintain

their good business relationship and to support MCCin its

financial predicament, Ssangyongoffered to negotiate with

its steel manufacturer, POSCO, another

_______________

21Id., at p. 221; Exhibit H.22Id., at p. 223; Exhibit I.

23Id., at p. 224; Exhibit J.

24Id., at p. 225; Exhibit K.

25Id., at p. 226; Exhibit L. The document is a mere photocopy of the

original fax message.

26Id., at pp. 227-228; Exhibit M. The document is an original copy of

the fax transmittal in thermal paper received by Ssangyong, however, the

same is accompanied by a photocopy thereof containing a clearer print of

its contents.

27Id., at p. 229; Exhibit N.

424



Corporation

US$20/MT discount on the price of the stainless steelordered. This was intimated in Ssangyongs June 30, 2000

letter to MCC.28

On July 6, 2000, another follow-up letter29

for the opening of the L/C was sent by Ssangyongto MCC.

However, despite Ssangyongs letters, MCC failed to

open a letter of credit.30

Consequently, on August 15, 2000,

Ssangyong, through counsel, wrote Sanyo Seiki that if the

L/Cs were not opened, Ssangyong would be compelled to

cancel the contract and hold MCC liable for damages for

breach thereof amounting to US$96,132.18, inclusive of

warehouse expenses, related interests and charges.31

Later, Pro Forma Invoice Nos. ST2-POSTS080-132

and

ST2-POSTS080-233

dated August 16, 2000 were issued by

Ssangyongand sent viafax to MCC. The invoices slightly

varied the terms of the earlier pro forma invoices

(ST2POSTSO401, ST2-POSTS0401-1 and ST2-POSTS0401-

2), in that the quantity was now officially 100MTper invoice

and the price was reduced to US$1,700.00per MT. As can be

gleaned from the photocopies of the said August 16, 2000
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invoices submitted to the court, they both bear the

conformity signature of MCCManager Chan.

On August 17, 2000, MCC finally opened an L/C with

PCIBank for US$170,000.00 covering payment for 100MT

of stainless steel coil underPro FormaInvoice No. ST2-

_______________

28Id., at p. 230; Exhibit O. The document is a mere photocopy of the

original letter.

29Id., at p. 231; Exhibit P.

30Id., at pp. 232-233; Exhibit Q.

31Id., at p. 232.

32Id., at p. 338; Exhibit X. The document is a mere photocopy of the

original fax transmittal.

33Id., at p. 321; Exhibit 2-C. The document was certified as the true

copy of its original by PCIBank.

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VOL. 536, OCTOBER 17, 2007 425


Corporation

POSTS080-2.34

The goods covered by the said invoice were

then shipped to and received by MCC.35

MCCthen faxed to Ssangyonga letter dated August 22,

2000 signed by Chan, requesting for a price adjustment of

the order stated inPro FormaInvoice No. ST2-POSTS080-

1, considering that the prevailing price of steel at that time

was US$1,500.00/MT, and that MCClost a lot of money due

to a recent strike.36

Ssangyong rejected the request, and, on August 23,

2000, sent a demand letter37

to Chan for the opening of the

second and last L/C of US$170,000.00 with a warning that,

if the said L/C was not opened by MCCon August 26, 2000,Ssangyongwould be constrained to cancel the contract and

hold MCC liable for US$64,066.99 (representing cost

difference, warehousing expenses, interests and charges as

of August 15, 2000) and other damages for breach. Chan

failed to reply.

Exasperated, Ssangyongthrough counsel wrote a letter

to MCC, on September 11, 2000, canceling the sales

contract under ST2-POSTS0401-1/ST2-POSTS0401-2,

and demanding payment of US$97,317.37 representing
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losses, warehousing expenses, interests and charges.38

Ssangyong then filed, on November 16, 2001, a civil

action for damages due to breach of contract against

defendants MCC, Sanyo Seiki and Gregory Chan before the

Regional Trial Court of Makati City. In its complaint,39

Ssangyong

_______________

34Id., at pp. 318-320; Exhibits 2, 2-A and 2-B. These documents

were certified as true copies of their originals by PCIBank.

35Id., at pp. 300-317; Exhibits 1-B to 1-R.

36Id., at pp. 378-379; Exhibit DD. The document is an original copy



of its contents.

37Id., at p. 234; Exhibit R.

38Id., at p. 235; Exhibit S.

39Id., at pp. 1-10.

426



Corporation

alleged that defendants breached their contract when they

refused to open the L/C in the amount of US$170,000.00 for

the remaining 100MT of steel underPro FormaInvoice Nos.

ST2-POSTS0401-1and ST2-POSTS0401-2.

After Ssangyong rested its case, defendants filed a

Demurrer to Evidence40

alleging that Ssangyong failed to

present the original copies of the pro forma invoices on

which the civil action was based. In an Order dated April 24,

2003, the court denied the demurrer, ruling that the

documentary evidence presented had already been admittedin the December 16, 2002 Order

41

and their admissibility

finds support in Republic Act (R.A.) No. 8792, otherwise

known as the Electronic Commerce Act of 2000. Considering

that both testimonial and documentary evidence tended to

substantiate the material allegations in the complaint,

Ssangyongs evidence sufficed for purposes of aprima facie

case.42

After trial on the merits, the RTC rendered its Decision43


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1)

2)

3)

on March 24, 2004, in favor of Ssangyong. The trial court

ruled that when plaintiff agreed to sell and defendants

agreed to buy the 220MT of steel products for the price of

US$1,860 per MT, the contract was perfected. The subject

transaction was evidenced byPro FormaInvoice Nos. ST2-

POSTS0401-1 and ST2-POSTS0401-2, which were later

amended only in terms of reduction of volume as well as the

price per MT, following Pro Forma Invoice Nos. ST2-POSTS080-1 and ST2POSTS080-2. The RTC, however,

excluded Sanyo Seiki from liability for lack of competent

evidence. Thefalloof the decision reads:

WHEREFORE, premises considered, Judgment is hereby rendered

ordering defendants MCC Industrial Sales Corporation and

Gregory Chan, to pay plaintiff, jointly and severally the following:

_______________

40Id., at pp. 262-267.

41Id., at p. 254.

42Id., at p. 275.

43Id., at pp. 408-412.

427

VOL. 536, OCTOBER 17, 2007 427

MCC Industrial Sales Corporation vs. SsangyongCorporation

Actual damages of US$93,493.87 representing the

outstanding principal claim plus interest at the rate of 6%

per annumfrom March 30, 2001.

Attorneys fees in the sum of P50,000.00 plus P2,000.00 per

counsels appearance in court, the same being deemed just

and equitable considering that by reason of defendants

breach of their obligation under the subject contract,plaintiff was constrained to litigate to enforce its rights and

recover for the damages it sustained, and therefore had to

engage the services of a lawyer.

Costs of suit.

No award of exemplary damages for lack of sufficient basis.

SO ORDERED.44

On April 22, 2004, MCCand Chan, through their counsel of
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I.

A.

1.

II.

III.

IV.

record, Atty. Eladio B. Samson, filed their Notice of Appeal.45

On June 8, 2004, the law office of Castillo Zamora &

Poblador entered its appearance as their collaborating

counsel.

In their Appeal Brief filed on March 9, 2005,46

MCCand

Chan raised before the CA the following errors of the RTC:

THE HONORABLE COURT A QUO PLAINLYERRED IN FINDING THAT APPELLANTS

VIOLATED THEIR CONTRACT WITH

APPELLEE

THE HONORABLE COURT A QUO PLAINLY

ERRED IN FINDING THAT APPELLANTS

AGREED TO PURCHASE 200 METRIC TONS OF

STEEL PRODUCTS FROM APPELLEE,

INSTEAD OF ONLY 100 METRIC TONS.


ERRED IN ADMITTING IN EVIDENCE THE

PRO FORMA INVOICES WITH REFERENCE

NOS. ST2POSTS0401-1 AND ST2-POSTS0401-2.


ERRED IN AWARDING ACTUAL DAMAGES TO

APPELLEE.

_______________

44Id., at pp. 411-412.

45Id., at p. 444.

46CA rollo, pp. 29-49.

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Corporation


ERRED IN AWARDING ATTORNEYS FEES TO

APPELLEE.


ERRED IN FINDING APPELLANT GREGORY
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(1)

(2)

CHAN JOINTLY AND SEVERALLY LIABLE

WITH APPELLANT MCC.47

On August 31, 2005, the CA rendered its Decision48

affirming the ruling of the trial court, but absolving Chan of

any liability. The appellate court ruled, among others, that

Pro Forma Invoice Nos. ST2-POSTS0401-1 and

ST2POSTS0401-2 (Exhibits E, E-1 and F) wereadmissible in evidence, although they were mere facsimile

printouts of MCCs steel orders.49

The dispositive portion of

the appellate courts decision reads:

WHEREFORE, premises considered, the Court holds:

The award of actual damages, with interest, attorneys fees

and costs ordered by the lower court is hereby AFFIRMED.

Appellant Gregory Chan is hereby ABSOLVED from any

liability.

SO ORDERED.50

A copy of the said Decision was received by MCCs and

Chans principal counsel, Atty. Eladio B. Samson, on

September 14, 2005.51

Their collaborating counsel, Castillo

Zamora & Poblador,52

likewise, received a copy of the CA

decision on September 19, 2005.53

On October 4, 2005, Castillo Zamora & Poblador, on

behalf of MCC, filed a motion for reconsideration of the said

_______________

47Id., at p. 36.

48Supranote 1.

49CA Rollo, pp. 127-128.

50Id., at p. 131.

51Id., at p. 160.

52The firms name was later changed to Zamora Poblador Vasquez &

Bretaa.

53CA Rollo, p. 161.

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I.

II.

III.

decision.54

Ssangyongopposed the motion contending that

the decision of the CA had become final and executory on

account of the failure of MCCto file the said motion within

the reglementary period. The appellate court resolved, on

November 22, 2005, to deny the motion on its merits,55

without, however, ruling on the procedural issue raised.

Aggrieved, MCCfiled a petition for review on certiorari56

before this Court, imputing the following errors to the Courtof Appeals:

THE COURT OF APPEALS DECIDED A LEGAL QUESTION NOT

IN ACCORDANCE WITH JURISPRUDENCE AND SANCTIONED

A DEPARTURE FROM THE USUAL AND ACCEPTED COURSE

OF JUDICIAL PROCEEDINGS BY REVERSING THE COURT A

QUOS DISMISSAL OF THE COMPLAINT IN CIVIL CASE NO.

02124 CONSIDERING THAT:

THE COURT OF APPEALS ERRED IN SUSTAINING THEADMISSIBILITY IN EVIDENCE OF THE PROFORMA

INVOICES WITH REFERENCE NOS. ST2POSTSO401-1

AND ST2-POSTSO401-2, DESPITE THE FACT THAT THE

SAME WERE MERE PHOTOCOPIES OF FACSIMILE

PRINTOUTS.

THE COURT OF APPEALS FAILED TO APPRECIATE

THE OBVIOUS FACT THAT, EVEN ASSUMING

PETITIONER BREACHED THE SUPPOSED CONTRACT,

THE FACT IS THAT PETITIONER FAILED TO PROVETHAT IT SUFFERED ANY DAMAGES AND THE

AMOUNT THEREOF.

THE AWARD OF ACTUAL DAMAGES IN THE AMOUNT

OF US$93,493.87 IS SIMPLY UNCONSCIONABLE AND

SHOULD HAVE BEEN AT LEAST REDUCED, IF NOT

DELETED BY THE COURT OF APPEALS.57

_______________

54Id., at pp. 140-150.

55Supranote 2.

56Rollo, pp. 9-26.

57Id., at p. 15.

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I

II

III

IV

Corporation

In its Comment, Ssangyong sought the dismissal of the

petition, raising the following arguments: that the CA

decision dated 15 August 2005 is already final and

executory, because MCCs motion for reconsideration was

filed beyond the reglementary period of 15 days from receipt

of a copy thereof, and that, in any case, it was a pro formamotion; that MCCbreached the contract for the purchase of

the steel products when it failed to open the required letter

of credit; that the printout copies and/or photocopies of

facsimile or telecopy transmissions were properly admitted

by the trial court because they are considered original

documents under R.A. No. 8792; and that MCCis liable for

actual damages and attorneys fees because of its breach,

thus, compelling Ssangyongto litigate.

The principal issues that this Court is called upon to

resolve are the following:

Whether the CA decision dated 15 August 2005 is

already final and executory;

Whether the print-out and/or photocopies of

facsimile transmissions are electronic evidence and

admissible as such;

Whether there was a perfected contract of sale

between MCC and Ssangyong, and, if in the

affirmative, whether MCC breached the saidcontract; and

Whether the award of actual damages and

attorneys fees in favor of Ssangyongis proper and

justified.

- I -

It cannot be gainsaid that inAlbano v. Court of Appeals,58

weheld that receipt of a copy of the decision by one of several

counsels on record is notice to all, and the period to appeal

commences on such date even if the other counsel has not

yet

_______________

58415 Phil. 761; 362 SCRA 667 (2001).
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431

VOL. 536, OCTOBER 17, 2007 431


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received a copy of the decision. In this case, when Atty.Samson received a copy of the CA decision on September 14,

2005, MCChad only fifteen (15) days within which to file a

motion for reconsideration conformably with Section 1, Rule

52 of the Rules of Court, or to file a petition for review on

certiorariin accordance with Section 2, Rule 45. The period

should not be reckoned from September 29, 2005 (when

Castillo Zamora & Poblador received their copy of the

decision) because notice to Atty. Samson is deemed notice to

collaborating counsel.

We note, however, from the records of the CA, that it was

Castillo Zamora & Poblador, not Atty. Samson, which filed

both MCCs and Chans Brief and Reply Brief. Apparently,

the arrangement between the two counsels was for the

collaborating, not the principal, counsel to file the appeal

brief and subsequent pleadings in the CA. This explains

why it was Castillo Zamora & Poblador which filed the

motion for the reconsideration of the CA decision, and they

did so on October 5, 2005, well within the 15-day period from

September 29, 2005, when they received their copy of theCA decision. This could also be the reason why the CA did

not find it necessary to resolve the question of the timeliness

of petitioners motion for reconsideration, even as the CA

denied the same.

Independent of this consideration though, this Court

assiduously reviewed the records and found that strong

concerns of substantial justice warrant the relaxation of this

rule.

In Philippine Ports Authority v. Sargasso Construction

and Development Corporation,59

we ruled that:

In Orata v. Intermediate Appellate Court, we held that where

strong considerations of substantive justice are manifest in the

petition, this Court may relax the strict application of the rules of

procedure in the exercise of its legal jurisdiction. In addition to the

basic merits of the main case, such a petition usually embodies

justifying circumstance which warrants our heeding to the

petitioners
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_______________

59G.R. No. 146478, July 30, 2004, 435 SCRA 512.

432



cry for justice in spite of the earlier negligence of counsel. As we

held in Obut v. Court of Appeals:

[W]e cannot look with favor on a course of action which would place the

administration of justice in a straight jacket for then the result would be

a poor kind of justice if there would be justice at all. Verily, judicial

orders, such as the one subject of this petition, are issued to be obeyed,

nonetheless a non-compliance is to be dealt with as the circumstances

attending the case may warrant. What should guide judicial action is the

principle that a party-litigant is to be given the fullest opportunity to

establish the merits of his complaint or defense rather than for him to

lose life, liberty, honor or property on technicalities.

The rules of procedure are used only to secure and not override

or frustrate justice. A six-day delay in the perfection of the appeal,

as in this case, does not warrant the outright dismissal of the

appeal. In Development Bank of the Philippines vs. Court of

Appeals, we gave due course to the petitioners appeal despite the

late filing of its brief in the appellate court because such appeal

involved public interest. We stated in the said case that the Court

may exempt a particular case from a strict application of the rules of

procedure where the appellant failed to perfect its appeal within the

reglementary period, resulting in the appellate courts failure to

obtain jurisdiction over the case. In Republic vs. Imperial, Jr., we

also held that there is more leeway to exempt a case from the

strictness of procedural rules when the appellate court has already

obtained jurisdiction over the appealed case. We emphasize that:

[T]he rules of procedure are mere tools intended to facilitate the

attainment of justice, rather than frustrate it. A strict and rigid

application of the rules must always be eschewed when it would subvert

the rules primary objective of enhancing fair trials and expediting

justice. Technicalities should never be used to defeat the substantive

rights of the other party. Every party-litigant must be afforded the

amplest opportunity for the proper and just determination of his cause,

free from the constraints of technicalities.60
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_______________

60 Philippine Ports Authority v. Sargasso Construction &

Development Corporation, supra, at pp. 527-528.

433

VOL. 536, OCTOBER 17, 2007 433


Corporation

Moreover, it should be remembered that the Rules were

promulgated to set guidelines in the orderly administration

of justice, not to shackle the hand that dispenses it.

Otherwise, the courts would be consigned to being mere

slaves to technical rules, deprived of their judicial

discretion. Technicalities must take a backseat to

substantive rights. After all, it is circumspect leniency in

this respect that will give the parties the fullest opportunity

to ventilate the merits of their respective causes, rather

than have them lose life, liberty, honor or property on sheer

technicalities.61

The other technical issue posed by respondent is the

alleged pro forma nature of MCCs motion for

reconsideration, ostensibly because it merely restated the

arguments previously raised and passed upon by the CA.

In this connection, suffice it to say that the mererestatement of arguments in a motion for reconsideration

does not per se result in a pro forma motion. In Security

Bank and Trust Company, Inc. v. Cuenca,62

we held that a

motion for reconsideration may not be necessarilypro forma

even if it reiterates the arguments earlier passed upon and

rejected by the appellate court. A movant may raise the

same arguments precisely to convince the court that its

ruling was erroneous. Furthermore, thepro formarule will

not apply if the arguments were not sufficiently passed upon

and answered in the decision sought to be reconsidered.

- II -

The second issue poses a novel question that the Court

welcomes. It provides the occasion for this Court to

pronounce a definitive interpretation of the equally

innovative provisions of the Electronic Commerce Act of

2000 (R.A. No. 8792) vis-vis the Rules on Electronic
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Evidence.

_______________

61Yuchengco v. Court of Appeals, G.R. No. 165793, October 27, 2006,

505 SCRA 716, 723.

62396 Phil. 1081; 341 SCRA 781 (2000).

434



Corporation

Although the parties did not raise the question whether the

original facsimile transmissions are electronic data

messages or electronic documents within the context ofthe Electronic Commerce Act (the petitioner merely assails

as inadmissible evidence the photocopies of the said

facsimile transmissions), we deem it appropriate to

determine first whether the said fax transmissions are

indeed within the coverage of R.A. No. 8792 before ruling on

whether the photocopies thereof are covered by the law. In

any case, this Court has ample authority to go beyond the

pleadings when, in the interest of justice or for the

promotion of public policy, there is a need to make its own

findings in order to support its conclusions.63

Petitioner contends that the photocopies of thepro forma

invoices presented by respondent Ssangyongto prove the

perfection of their supposed contract of sale are inadmissible

in evidence and do not fall within the ambit of R.A. No.

8792, because the law merely admits as the best evidence

the originalfax transmittal. On the other hand, respondent

posits that, from a reading of the law and the Rules on

Electronic Evidence, the original facsimile transmittal of

thepro formainvoice is admissible in evidence since it is anelectronic document and, therefore, the best evidence under

the law and the Rules. Respondent further claims that the

photocopies of these fax transmittals (specifically ST2-

POSTS0401-1 and ST2-POSTS0401-2) are admissible

under the Rules on Evidence because the respondent

sufficiently explained the nonproduction of the original fax

transmittals.

In resolving this issue, the appellate court ruled as

follows:
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_______________

63Maharlika Publishing Corporation v. Tagle, 226 Phil. 456, 463-464;

142 SCRA 553, 561 (1986).

435

VOL. 536, OCTOBER 17, 2007 435


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Admissibility of Pro Forma

Invoices; Breach of Contract

by Appellants

Turning first to the appellants argument against the admissibility

of the Pro Forma Invoices with Reference Nos. ST2POSTS0401-1

and ST2-POSTS0401-2 (Exhibits E, E-1 and F, pp. 215-218,

Records), appellants argue that the said documents are inadmissible

(sic) being violative of the best evidence rule.

The argument is untenable.

The copies of the said pro-forma invoices submitted by the

appellee are admissible in evidence, although they are mere

electronic facsimile printouts of appellants orders. Such facsimile

printouts are considered Electronic Documents under the New Rules

on Electronic Evidence, which came into effect on August 1, 2001.

(Rule 2, Section 1 [h], A.M. No. 01-7-01-SC).

(h) Electronic document refers to information or the representation of

information, data, figures, symbols or other modes of written expression,

described or however represented, by which a right is established or an

obligation extinguished, or by which a fact may be proved and affirmed,

which is received, recorded, transmitted, stored, processed, retrieved or

produced electronically. It includes digitally signed documents and any

printout or output, readable by sight or other means, which accurately

reflects the electronic data message or electronic document. For purposes

of these Rules, the term electronic document may be usedinterchangeably with electronic data message.

An electronic document shall be regarded as the equivalent of an

original document under the Best Evidence Rule, as long as it is a

printout or output readable by sight or other means, showing to

reflect the data accurately. (Rule 4, Section 1, A.M. No. 01-7-01-SC)

The ruling of the Appellate Court is incorrect. R.A. No.

8792,64

otherwise known as the Electronic Commerce Act of
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(i)

(ii)

(b)

(c)

_______________

64Entitled An Act Providing for the Recognition and Use of Electronic

Commercial and Non-Commercial Transactions and Documents,

Penalties for Unlawful Use Thereof and For Other Purposes. Approved

on June 14, 2000.

436



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2000, considers an electronic data message or an electronic

document as the functional equivalent of a written

document for evidentiary purposes.65

The Rules on

Electronic Evi-

_______________

65Sections 6, 7 and 10 of R.A. No. 8792 read:

Sec. 6. Legal Recognition of Data Messages.Information shall not be

denied legal effect, validity or enforceability solely on the grounds that it is in

the data message purporting to give rise to such legal effect, or that it is merely

referred to in that electronic data message.

Sec. 7. Legal Recognition of Electronic Documents.Electronic

documents shall have the legal effect, validity or enforceability as any other

document or legal writing, and

(a) Where the law requires a document to be in writing, that requirement is

met by an electronic document if the said electronic document maintains its

integrity and reliability and can be authenticated so as to be usable for

subsequent reference, in that

The electronic document has remained complete and unaltered, apart

from the addition of any endorsement and any authorized change, or any

change which arises in the normal course of communication, storage and

display; and

The electronic document is reliable in the light of the purpose for which

it was generated and in the light of all the relevant circumstances.

Paragraph (a) applies whether the requirement therein is in the form of

an obligation or whether the law simply provides consequences for the

document not being presented or retained in its original form.

Where the law requires that a document be presented or retained in its

original form, that requirement is met by an electronic document if
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(i)

(ii)

(a)

(b)

(a)

There exists a reliable assurance as to the integrity of the document

from the time when it was first generated in its final form; and

That document is capable of being displayed to the person to whom it is

to be presented: Provided, That no provision of this Act shall apply to

vary any and all

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VOL. 536, OCTOBER 17, 2007 437


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dence66

regards an electronic document as admissible in

evidence if it complies with the rules on admissibility

prescribed

_______________

requirements of existing laws on formalities required in the execution of

documents for their validity.

For evidentiary purposes, an electronic document shall be the functional

equivalent of a written document under existing laws.

This Act does not modify any statutory rule relating to the admissibility of

electronic data messages or electronic documents, except the rules relating to

authentication and best evidence.

Sec. 10. Original Documents.(1) Where the law requires information to

be presented or retained in its original form, that requirement is met by an

electronic data message or electronic document if:

The integrity of the information from the time when it was first

generated in its final form, as an electronic data message or electronic

document is shown by evidence aliundeor otherwise; and

Where it is required that information be presented, that the information

is capable of being displayed to the person to whom it is to be presented.

(2) Paragraph (1) applies whether the requirement therein is in the form of

an obligation or whether the law simply provides consequences for the

information not being presented or retained in its original form.

(3) For the purposes of subparagraph (a) of paragraph (1):

the criteria for assessing integrity shall be whether the information has

remained complete and unaltered, apart from the addition of any

endorsement and any change which arises in the normal course of

communication, storage and display; and
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(b)

the standard of reliability required shall be assessed in the light of the

purpose for which the information was generated and in the light of all

relevant circumstances.

66A.M. No. 01-7-01-SC, effective on August 1, 2001.

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by the Rules of Court and related laws, and is authenticated

in the manner prescribed by the said Rules.67

An electronic

document is also the equivalent of an original document

under the Best Evidence Rule, if it is a printout or output

readable by sight or other means, shown to reflect the dataaccurately.68

_______________

67Rule 3 of the Rules on Electronic Evidence reads:

RULE 3

ELECTRONIC DOCUMENTS

SECTION 1. Electronic Documents as functional equivalent of paper-

based documents.Whenever a rule of evidence refers to the term

writing, document, record, instrument, memorandum or any other form

of writing, such term shall be deemed to include an electronic document

as defined in these Rules.

SEC. 2. Admissibility.An electronic document is admissible in

evidence if it complies with the rules on admissibility prescribed by the

Rules of Court and related laws and is authenticated in the manner

prescribed by these Rules.

68Rule 4 of the Rules on Electronic Evidence reads:

RULE 4

BEST EVIDENCE RULE

SECTION 1. Original of an Electronic Document.An electronic document shall

be regarded as the equivalent of an original document under the Best Evidence

Rule if it is a printout or output readable by sight or other means, shown to

reflect the data accurately.

SEC. 2. Copies as equivalent of the originals.When a document is in two or

more copies executed at or about the same time with identical contents, or is a

counterpart produced by the same impression as the original, or from the same
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(a)

(b)

matrix, or by mechanical or electronic re-recording, or by chemical reproduction,

or by other equivalent techniques which accurately reproduces the original, such

copies or duplicates shall be regarded as the equivalent of the original.

Notwithstanding the foregoing, copies or duplicates shall not be admissible

to the same extent as the original if:

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Thus, to be admissible in evidence as an electronic data

message or to be considered as the functional equivalent of

an original document under the Best Evidence Rule, the

writing must foremost be an electronic data message or an

electronic document.The Electronic Commerce Act of 2000 defines electronic

data message and electronic document as follows:

Sec. 5. Definition of Terms.For the purposes of this Act, the

following terms are defined, as follows:

x x x

c. Electronic Data Message refers to information generated,

sent, received or stored by electronic, optical or similar means.

x x x

f. Electronic Document refers to information or therepresentation of information, data, figures, symbols or other modes

of written expression, described or however represented, by which a

right is established or an obligation extinguished, or by which a fact

may be proved and affirmed, which is received, recorded,

transmitted, stored, processed, retrieved or produced electronically.

The Implementing Rules and Regulations (IRR) of R.A. No.

8792,69

which was signed on July 13, 2000 by the then Secre-

_______________

a genuine question is raised as to the authenticity of the original; or

in the circumstances it would be unjust or inequitable to admit the copy

in lieu of the original.

69 The Electronic Commerce Act of 2000 provides, in its Section 34,

that the DTI [Department of Trade and Industry], Department of Budget

and Management and the Bangko Sentral ng Pilipinas are empowered to
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enforce the provisions of the Act and issue implementing rules and

regulations necessary, in coordination with the Department of

Transportation and Communications, National Telecommunications

Commission, National Computer Center, National Information

Technology Council, Commission on Audit, other concerned agencies and

the private sector, to implement the Act within sixty (60) days after its

approval.

440



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taries of the Department of Trade and Industry, the

Department of Budget and Management, and then

Governor of the Bangko Sentral ng Pilipinas, defines theterms as:

Sec. 6.Definition of Terms.For the purposes of this Act and these

Rules, the following terms are defined, as follows:

x x x

(e) Electronic Data Message refers to information generated,

sent, received or stored by electronic, optical or similar means, but

not limited to, electronic data interchange (EDI), electronic mail,

telegram, telex or telecopy. Throughout these Rules, the term

electronic data message shall be equivalent to and be usedinterchangeably with electronic document.

x x x x

(h) Electronic Document refers to information or the

representation of information, data, figures, symbols or other modes

of written expression, described or however represented, by which a

right is established or an obligation extinguished, or by which a fact

may be proved and affirmed, which is received, recorded,

transmitted, stored, processed, retrieved or produced electronically.

Throughout these Rules, the term electronic document shall be

equivalent to and be used interchangeably with electronic data

message.

The phrase but not limited to, electronic data interchange

(EDI), electronic mail, telegram, telex or telecopy in the

IRRs definition of electronic data message is copied from

the Model Law on Electronic Commerce adopted by the

United Nations Commission on International Trade Law

(UNCITRAL),70

from which majority of the provisions of R.A.
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No.

_______________

70On June 12, 1996, the Commission, after consideration of the text of

the draft Model Law as revised by the drafting group, decided to adopt the

said law and to recommend that all States give favorable consideration to

the said Model Law on Electronic Commerce when they enact or revisetheir laws, in view of the need for uniformity of the law applicable to

alternatives of paper-based forms of communication and storage of

information (UNCITRAL Model Law on Electronic Commerce with Guide

to Enactment 1996 with addi

441

VOL. 536, OCTOBER 17, 2007 441


8792 were taken.71

While Congress deleted this phrase in the

Electronic Commerce Act of 2000, the drafters of the IRR

reinstated it. The deletion by Congress of the said phrase is

significant and pivotal, as discussed hereunder.

The clause on the interchangeability of the terms

electronic data message and electronic document was the

result of the Senate of the Philippines adoption, in Senate

Bill 1902, of the phrase electronic data message and the

House of Representatives employment, in House Bill 9971,

of the term electronic document.72

In order to expedite the

reconciliation of the two versions, the technical working

group of the Bicameral Conference Committee adopted both

terms and intended them to be the equivalent of each one.73

Be that as it may, there is a slight difference between the

two terms. While data message has reference to

information electronically sent, stored or transmitted, it does

not necessarily mean that it will give rise to a right orextinguish an obligation,

74

unlike an electronic document.

Evident from the law, however, is the legislative intent to

give the two terms the same construction.

The Rules on Electronic Evidence promulgated by this

Court defines the said terms in the following manner:

SECTION 1.Definition of Terms.For purposes of these Rules, the

following terms are defined, as follows:

x x x x


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(g)

(h)

_______________

tional article 5 bis as adopted in 1998, United Nations Publication,

New York, 1999).

71Record of the Senate, Vol. III, No. 61, February 16, 2000, p. 405.

72R.A. No. 8792 is a consolidation of Senate Bill 1902 and House Bill

9971 (Senate Proceedings, June 8, 2000, p. 90).

73 The Electronic Commerce Act and its Implementing Rules and

Regulations, Annotations by Atty. Jesus M. Disini, Jr., Legislative

History by Janette C. Toral, published by the Philippine Exporters

Confederation, Inc. in September 2000.

74House of Representatives Transcript of Proceedings, June 5, 2000.

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Electronic data message refers to information generated,

sent, received or stored by electronic, optical or similar

means.

Electronic document refers to information or the

representation of information, data, figures, symbols or

other modes of written expression, described or however

represented, by which a right is established or an obligation

extinguished, or by which a fact may be proved and

affirmed, which is received, recorded, transmitted, stored,

processed, retrieved or produced electronically. It includes

digitally signed documents and print-out or output,

readable by sight or other means, which accurately reflects

the electronic data message or electronic document. For

purposes of these Rules, the term electronic document may

be used interchangeably with electronic data message.

Given these definitions, we go back to the original question:Is an original printout of a facsimile transmission an

electronic data message or electronic document?

The definitions under the Electronic Commerce Act of

2000, its IRR and the Rules on Electronic Evidence, at first

glance, convey the impression that facsimile transmissions

are electronic data messages or electronic documents

because they are sent by electronic means. The expanded

definition of an electronic data message under the IRR,

consistent with the UNCITRAL Model Law, further


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supports this theory considering that the enumeration x x

x [is] not limited to, electronic data interchange (EDI),

electronic mail, telegram, telex or telecopy. And to telecopy

is to send a document from one place to another via a fax

machine.75

As further guide for the Court in its task of statutory

construction, Section 37 of the Electronic Commerce Act of

2000 provides that

Unless otherwise expressly provided for, the interpretation of this

Act shall give due regard to its international originand the need to

promote uniformity in its application and the observance of good

_______________

75 (visited August

27, 2007).

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VOL. 536, OCTOBER 17, 2007 443


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faith in international trade relations. The generally accepted

principles of international law and convention on electronic

commerce shall likewise be considered.

Obviously, the international origin mentioned in this

section can only refer to the UNCITRAL Model Law, and

the UNCITRALs definition of data message:

Data message means information generated, sent, received or

stored by electronic, optical or similar means including, but not


telegram, telex or telecopy.76

is substantially the same as the IRRs characterization of an

electronic data message.

However, Congress deleted the phrase, but not limited

to, electronic data interchange (EDI), electronic mail,

telegram, telex or telecopy, and replaced the term data

message (as found in the UNCITRAL Model Law ) with

electronic data message. This legislative divergence from

what is assumed as the terms international origin has

bred uncertainty and now impels the Court to make an
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inquiry into the true intent of the framers of the law.

Indeed, in the construction or interpretation of a legislative

measure, the primary rule is to search for and determine the

intent and spirit of the law.77

A construction should be

rejected that gives to the language used in a statute a

meaning that does not accomplish the purpose for which the

statute was enacted, and that tends to defeat the ends which

are sought to be attained by the enactment.

78

_______________

76 UNCITRAL Model Law on Electronic Commerce with Guide to

Enactment 1996 with additional article 5 bisas adopted in 1998, United

Nations publication, New York, 1999.

77People v. Purisima, 176 Phil. 186, 204; 86 SCRA 542, 559 (1978).

78De Guia v. Commission on Elections, G.R. No. 104712, May 6,

1992, 208 SCRA 420, 425.

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Interestingly, when Senator Ramon B. Magsaysay, Jr., the

principal author of Senate Bill 1902 (the predecessor of R.A.

No. 8792), sponsored the bill on second reading, he proposed

to adopt the term data message as formulated and defined

in the UNCITRAL Model Law.79

During the period o