SALES March 9, 2012

1. Sabio v. International Corporate Bank

Doctrine:

Notes:

Ponente: YNARES-SANTIAGO, J.:

The object of the controversy is a portion of a vast tract of land measuring approximately 152,454 square meters, located at Tindig na Manga, Almanza, Las Pias City. Designated as Lots 2 and 3, and 6 this vast estate was registered in the name of Las Pias Ventures, Incorporated (or LPVI). In the early 1970s, the said property was the subject of several land registration, as well as civil, cases. On May 25, 1973, the spouses Gerardo and Emma Ledonio, one of the parties in LRC Case No. PN-107 affecting the land, assigned to the spouses Camilo and Ma. Marlene Sabio (herein petitioners) all their rights, interests, title and participation over a contiguous portion of the subject property measuring 119,429 square meters For this purpose, a deed of assignment with assumption of mortgage was later executed by the Ledonio spouses in favor of the Sabio couple on November 23, 1981 Similarly, while the subject property was still the object of several pending cases, the International Corporate Bank, Inc. (or Interbank) acquired from the Trans-Resource Management and Development Corporation all of the latters rights to the same subject property by virtue of a deed of assignment executed between them on July 12, 1984. Sometime thereafter, or on March 6, 1985, the Sabios and Interbank settled their opposing claims by entering into a Memorandum of Agreement (or MOA) whereby the Sabios assigned, conveyed and transferred all their rights over the parcel covered by TCT No. 65162 to Interbank, with the express exception of a 58,000 square meter contiguous portion of said lot.

The MOA also provided, to wit:

That for and in consideration of the aforementioned assignment, conveyance and transfer by the FIRST PARTY (i.e., the Sabios), the latter (SECOND PARTY, i.e., Interbank) shall:a. PAY to the FIRST PARTY the sum of SEVEN HUNDRED FIFTY THOUSAND PESOS (P750,000.00), Philippine Currency, receipt of which in full is hereby acknowledged by the FIRST PARTY from the SECOND PARTY;

b. Subject to the rights of the SECOND PARTY under the provisions of No. 4 hereunder, COMPLETE and PERFECT its ownership and title to the afore-described three (3) parcels of land with all the improvements thereon, situated at Tindig Na Manga (Almanza), Las Pias, Rizal (now Metro Manila), AND, ASSIGN, CONVEY and TRANSFER unto and in favor of the FIRST PARTY a CONTIGUOUS PORTION of the afore-described parcel of land, with all the improvements thereon, covered by the

b. Bear and defray all costs, fees and expenses incidental to and/or connected with the segregation, survey, registration and delivery to the FIRST PARTY of a new transfer certificate of title in the name of the FIRST PARTY, free from all liens and encumbrances, over the afore-described parcel of land herein assigned, conveyed and transferred by the SECOND PARTY;

c. Constitute and grant and by these presents has CONSTITUTED and GRANTED without indemnity whatsoever in favor of the FIRST PARTY and of said parcel of land to be covered by a new transfer certificate of title in the name of the FIRST PARTY with an area of FIFTY EIGHT THOUSAND (58,000) SQUARE METERS, a permanent and perpetual RIGHT OF WAY sufficient for all the needs of said parcel of land through out the properties already owned and/or to be acquired by the SECOND PARTY

The said MOA was annotated on TCT Nos. 65161 and 65162 on March 8, 1985 pursuant to paragraph 4 thereof. The same paragraph also granted Interbank the right to assign all its rights and interests outlined in the MOA, provided that all the obligations of Interbank specified in the aforequoted paragraphs 2.b, 2.c and 2.d shall also bind all of its assigns, heirs and successors. Subsequently, Interbank transferred all its rights and interests to the Las Pias Ventures, Incorporated (or LPVI). Ayala Group of Companies (herein respondents) through a merger between LPVI and Ayala Land, Incorporated (or ALI), acquired the aforementioned lots. Another contiguous parcel, then covered by TCT No. 85717, was acquired by the Ayala Group sometime in 1993, which was eventually subdivided and retitled in favor of ALI. This entire property became the site of what was known then as Ayala Las Pias Subdivision. Years later, this first class residential subdivision was renamed Ayala Southvale. Thereafter, a dispute arose concerning the 58,000 square meter contiguous portion subject of the MOA that was to be conveyed and transferred back to the Sabios by Interbank. Also in controversy was the permanent and perpetual right of way that Interbank was obligated to constitute in favor of the Sabios 58,000 square meter portion. The Sabios were thereby constrained to institute an action for Specific Performance and Damages against Interbank, Goldenrod Incorporated, PAL Employees Savings and Loan Association, Incorporated or (PESALA) and the Ayala Group of Companies comprised of the Ayala Corporation, LPVI, Insular Life Assurance Company, Ltd., Filipinas Life Assurance Company, ALI, Ayala Property Ventures, Incorporated (or APVI), and the Bank of the Philippine Islands (or BPI). BPI was later dropped as a party-defendant. PLAINTIFF CLAIMS IN RTC:a. Plaintiffs claimed that defendant Interbank was obligated to complete and perfect its ownership and title to the parcels of land so that Interbank could transfer to plaintiffs the absolute ownership and title over the contiguous portion.b. They also claimed that one of the commitments of defendant Interbank which induced plaintiffs to execute the agreement without which plaintiffs would not have executed was that defendant Interbank would clear the contiguous portion of all occupants and wall-in the same, together with the parcels of land belonging to defendants. Allegedly, the property had already been cleared, by defendant Ayala Group, of occupants except for the contiguous portion thereof.c. Plaintiffs alleged that defendants, particularly Ayala Group, failed to comply with their commitments and obligations in the MOA specifically those arising from the abovementioned provisions thereof. Hence, plaintiffs have been prevented from utilizing for productive purposes the land. DEFENDANTS ANSWER:a. Defendants disclaimed liability. Defendants Ayala Corp., Ayala Life, ALI, APVI (collectively referred to as Ayala Group), PESALA, and LPVI, claimed that they were not privy to the MOA, the contract from which the alleged obligations arose.b. In the transactions they were each involved in, subsequent to the MOA, pursuant to which they each acquired the property which was originally transferred by the plaintiffs to defendant Interbank, said property acquired did not include the contiguous portion which plaintiffs claimed was the subject of non-compliance of the obligations agreed upon.c. On the contrary, in each transaction, the contiguous portion was expressly excluded in the corresponding contracts (Exhs. C-1, D-2, 2-Ayala, 5-6, 2-A-PESALA), hence, plaintiffs have no cause of action against themd. Even assuming that defendants were privy to the MOA, they would still have no obligation to clear the contiguous portion of the property as there was no express or implied provision in the MOA that the party to whom the property was transferred would clear the same Sometime thereafter, the defendants submitted a Notice of Confession of Judgment and Motion for Partial Decision Against Answering Defendant for the alleged purpose of securing an entry of judgment against them while avoiding the formality, time and expense of ordinary proceedings. In particular, the defendants confessed judgment with regard to the plaintiff spouses prayer emanating from the MOA, and asked that judgment be rendered directing the defendants to comply with their obligations as defined in the pertinent provisions of the MOA. Moreover, the defendants signified willingness to abide by the MOA, and complete and perfect title to the parcel of land, including that portion which was to be assigned to the plaintiff spouses. With regard to that 58,000 square meter parcel, the defendants also acknowledged the obligation to segregate that contiguous portion and deliver title thereto to the plaintiff spouses free from liens and encumbrances. However, the defendants also averred that fulfillment of its obligation under the MOA became impossible due to the plaintiff spouses own acts. First, defendants posited that they were ready to deliver the title to the 58,000 square meter parcel and had, in fact, prepared the Deed of Conveyancerequired by the Register of Deeds, but the plaintiffs themselves refused to sign the said deed unless the subject property was cleared of all squatters and other illegal occupants. The defendants nevertheless repudiated plaintiffs claim that they (defendants) were obligated to clear the said property of all squatters and occupants, much less to fence the said property, arguing that no such obligation was imposed in the MOA. Secondly, the defendants noted that the property in question became the subject of an action for recovery of ownership filed by the Ledonio spouses against the Sabios. Consequently, the annotation of the notice of lis pendens caused to be registered by the Ledonios on the titles hampered the delivery of the title covering the 58,000 square meter portion to the Sabios.

TRIAL COURT RULING: The trial court ruled in favor of the defendants, finding that the MOA did not impose, whether expressly or impliedly, on Interbank and its transferees the obligation to clear the subject 58,000 square meter portion of squatters and other illegal occupants. Be that as it may, the trial court awarded actual and exemplary damages to the plaintiff spouses for losses they incurred due to the defendants delay in complying with the MOA, considering that the defendants filed their confession of judgment only after the lapse of six (6) years from the filing of the action. COURT OF APPEALS: CA rendered the decision subject of the instant petition for review, affirming with modification the trial courts ruling. The Court of Appeals affirmed the trial courts conclusion that under the MOA, the Interbank and the defendants-appellants did not assume the obligation to clear the subject contiguous portion of the land of occupants and to wall in the same. The Court of Appeals further agreed with the trial courts ruling that since the intentions of the parties to the MOA were clearly worded in the provisions they expressly stipulated on, there was no reason to interpret the MOA differently. The Court of Appeals also rejected the Sabios position that the purpose and spirit of the establishment of a right of way in their favor under paragraph 2.d was to grant them the same rights as any homeowner would have to freely pass through all the roads in the proposed subdivision. The Court of Appeals ruled that the phrase permanent and perpetual right of way must be construed in its ordinary and accepted signification, that is, to provide ingress to, and egress from, the dominant estate, as well as to provide adequate and convenient passage to and from the nearest highway

ISSUE 1: Is the obligation to deliver by respondents ALI require them, as per the MOA, to commit to assign, convey and transfer the subject 58,000 square meter portion to the petitioners free from all liens and encumbrances.

HELD: NO. The fact that the subject parcel is possessed and occupied by squatters is a clear indication that the respondents were never in possession. Before the respondents can assign, convey and transfer title to the subject parcel, they must also be able to place the petitioners in possession thereof since possession is a necessary attribute of ownership. Thus, for the petitioners, there must first be removal of the illegal occupants and unauthorized structures, and the subject parcel should be walled-in before said property is transferred by the respondents to them. Otherwise, such transfer and conveyance would be meaningless, illusory and impracticable.

The petitioners also contend that under the circumstances, any conveyance of the subject parcel by the respondents would not be free from all liens and encumbrances as stipulated in paragraph 2.c of said MOA. Their premise is that the presence of squatters and unauthorized improvements should be considered a lien or encumbrance on the subject parcel, even including such other problems as adverse claims, notices of lis pendens, and claims of other occupants and possessors who were not parties to the cases involving the subject parcel.

Plaintiff Camilo Sabio is a member of the bar who engaged in the practice of law for over twenty years and is currently holding public office. In drafting the MOA and/or agreeing to the stipulations in the same, a person of his stature could have been more circumspect. The occupants were already in the contiguous portion of the property when the MOA was executed and if plaintiffs had wanted to ensure that defendant Interbank would take responsibility for clearing the property of occupants, they could have specifically provided for it.

Plaintiffs claimed that the obligation to clear and wall-in the occupants was implied in the provisions of the MOA, to complete and perfect ownership and title to the land and to (transfer) to plaintiffs the contiguous portion with all improvements and to deliver the new TCT free from all liens and encumbrances. This court finds that there is no implication of that sort.

If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of the stipulations shall control. If the words appear contrary to the evident intention of the parties, the latter shall prevail over the former. (Art. 1370, Civil Code of the Philippines). The evidence does not show that the parties had intentions other than those commonly understood from the aforementioned terms in the MOA. The plaintiffs have failed to prove that the intention of the parties was other than that expressed by the literal meaning of the terms of the MOA.Occupation by the occupants of the contiguous portion of the property is not an encumbrance which defendant Interbank is obligated to clear the property from. The meaning of the words, free from all encumbrance does not include adverse possession of a third person. (Yuson and De Guzman v. Diaz, 42 Phil. 22 [1921]).

An adverse possession by another is not an encumbrance in law and does not contradict the condition that the property be free from encumbrances; nor is it a lien which connotes security for a claim.

Likewise, a Notice of Lis Pendens is not a lien or encumbrance. It is a mere cautional notice to a prospective buyer or mortgagee of a parcel of land under litigation, and cannot conceivably be the lien or encumbrance contemplated by law.

SC affirms TC and CA.

2. Philippine Suburban Development v Auditor 63 scra 397

Doctrine: The buyer ipso facto becomes the owner in a contract of sale because execution of a legal document is recognized by law as constructive delivery

Notes:

Is executing a public instrument tantamount to delivery?-presumptive (constructive) deliveryPonente: ANTONIO, J.

Facts: On June 8, 1960, at a meeting with the Cabinet, the President of the Philippines, acting on the reports of the Committee created to survey suitable lots for relocating squatters in Manila and suburbs, and of the Social Welfare Administrator together with the recommendation of the Manager of the GSIS, approved in principle the acquisition by the People's Homesite and Housing Corporation of the unoccupied portion of the Sapang Palay Estate in Sta. Maria, Bulacan for relocating the squatters who desire to settle north of Manila, and of another areas of relocation either in Las Pias or Paraaque, Rizal, or Bacoor, Cavite for those who desire to settle south of Manila. The project was to be financed through the flotation of bonds under the charter of the PHHC in the amount of P4.5 million, the same to be absorbed by the GSIS. The President, through the Executive Secretary, informed the PHHC of such approval by letter On June 10, 1960, the Board of Directors of the PHHC passed Resolution No. 700 (Annex "C") authorizing the purchase of the unoccupied portion of the Sapang Palay Estate at P0.45 per square meter "

1. That the confirmation by the OEC and the President of the purchase price of P0.45 per square meter shall first be secured, pursuant to OEC Memorandum Circular No. 114, dated May 6, 1957.

2. That the portion of the estate to be acquired shall first be defined and delineated.

3. That the President of the Philippines shall first provide the PHHC with the necessary funds to effect the purchase and development of this property from the proposed P4.5 million bond issue to be absorbed by the GSIS.

4. That the Auditor General pursuant to Executive Order shall first approve the contract of sale dated February 3, 1959.

5. The vendor shall agree to the dismissal with prejudice of Civil Case No. Q-3332 C.F.I. Quezon City, entitled "Phil. Suburban Dev. Corp. V. Ortiz, et al."

On July 13, 1960, the President authorized the floating of bonds under Republic Act Nos. 1000 and 1322 in the amount of P7,500,000.00 to be absorbed by the GSIS, in order to finance the acquisition by the PHHC of the entire Sapang Palay Estate at a price not to exceed P0.45 per sq. meter.

On December 29,1960, Petitioner Philippine Suburban Development Corporation, as owner of the unoccupied portion of the Sapang Palay Estate and the People's Homesite and Housing Corporation, entered into a contract embodied in a public instrument entitled "Deed of Absolute Sale" whereby the former conveyed unto the latter the two parcels of land abovementioned.

This was not registered in the Office of the Register of Deeds until March 14, 1961, due to the fact, petitioner claims, that the PHHC could not at once advance the money needed for registration expenses.

In the meantime, the Auditor General, to whom a copy of the contract had been submitted for approval in conformity with Executive Order No. 290, expressed objections thereto and requested a re-examination of the contract, in view of the fact that from 1948 to December 20, 1960, the entire hacienda was assessed at P131,590.00, and reassessed beginning December 21, 1960 in the greatly increased amount of P4,898,110.00.

It appears that as early as the first week of June, 1960, prior to the signing of the deed by the parties, the PHHC acquired possession of the property, with the consent of petitioner, to enable the said PHHC to proceed immediately with the construction of roads in the new settlement and to resettle the squatters and flood victims in Manila who were rendered homeless by the floods or ejected from the lots which they were then occupying.

On April 12, 1961, the Provincial Treasurer of Bulacan requested the PHHC to withhold the amount of P30,099.79 from the purchase price to be paid by it to the Philippine Suburban Development Corporation. Said amount represented the realty tax due on the property involved for the calendar year 1961.

Petitioner, through the PHHC, paid under protest the abovementioned amount to the Provincial Treasurer of Bulacan and thereafter, or on June 13, 1961, by letter, requested then Secretary of Finance Dominador Aytona to order a refund of the amount so paid.

Upon recommendation of the Provincial Treasurer of Bulacan, said request was denied by the Secretary of Finance in a letter-decision dated August 22, 1961.**Petitioner claimed that it ceased to be the owner of the land in question upon the execution of the Deed of Absolute Sale on December 29, 1960.

It is now claimed in this appeal that the Auditor General erred in disallowing the refund of the real estate tax in the amount of P30,460.90 because aside from the presumptive delivery of the property by the execution of the deed of sale on December 29, 1960, the possession of the property was actually delivered to the vendee prior to the sale, and, therefore, by the transmission of ownership to the vendee, petitioner has ceased to be the owner of the property involved, and, consequently, under no obligation to pay the real property tax for the year 1961.

**Respondent, however, argues that the presumptive delivery of the property under Article 1498 of the Civil Code does not apply because of the requirement in the contract that the sale shall first be approved by the Auditor General, pursuant to the Executive Order.

ISSUE: WON there was already a valid transfer of ownership between the parties.

HELD: Considering the aforementioned approval and authorization by the President of the Philippines of the specific transaction in question, the prior approval by the Auditor General envisioned by Administrative Order would therefore, not be necessary.

Under the civil law, delivery (tradition) as a mode of transmission of ownership maybe actual (real tradition) or constructive (constructive tradition).

When the sale of real property is made in a public instrument, the execution thereof is equivalent to the delivery of the thing object of the contract, if from the deed the contrary does not appear or cannot clearly be inferred.In other words, there is symbolic delivery of the property subject of the sale by the execution of the public instrument, unless from the express terms of the instrument, or by clear inference therefrom, this was not the intention of the parties. Such would be the case, for instance, when a certain date is fixed for the purchaser to take possession of the property subject of the conveyance, or where, in case of sale by installments, it is stipulated that until the last installment is made, the title to the property should remain with the vendor, or when the vendor reserves the right to use and enjoy the properties until the gathering of the pending crops,or where the vendor has no control over the thing sold at the moment of the sale, and, therefore, its material delivery could not have been made.

In the case at bar, there is no question that the vendor had actually placed the vendee in possession and control over the thing sold, even before the date of the sale. The condition that petitioner should first register the deed of sale and secure a new title in the name of the vendee before the latter shall pay the balance of the purchase price, did not preclude the transmission of ownership. In the absence of an express stipulation to the contrary, the payment of the purchase price of the good is not a condition, precedent to the transfer of title to the buyer, but title passes by the delivery of the goods.

WHEREFORE, the appealed decision is hereby reversed, and the real property tax paid under protest to the Provincial Treasurer of Bulacan by petitioner Philippine Suburban Development Corporation, in the amount of P30,460,90, is hereby ordered refunded. Without any pronouncement as to costs.

3. Addison v Felix

FACTS:Petitioner Addison sold four parcels of land to Defendant spouses Felix and Tioco located in Lucena City. Respondents paid 3K for the purchase price and promised to pay the remaining by installment. The contract provides that the purchasers may rescind the contract within one year after the issuance of title on their name.

The petitioner went to Lucena for the survey designaton and delivery of the land but only 2 parcels were designated and 2/3 of it was in possession of a Juan Villafuerte.The other parcels were not surveyed and designated by Addison.

Addison demanded from petitioner the payment of the first installment but the latter contends that there was no delivery and as such, they are entitled to get back the 3K purchase price they gave upon the execution of the contract.

ISSUE:WON there was a valid delivery.

HELD:The record shows that the plaintiff did not deliver the thing sold. With respect to two of the parcels of land, he was not even able to show them to the purchaser; and as regards the other two, more than two-thirds of their area was in the hostile and adverse possession of a third person.

It is true that the same article declares that the execution of a public instruments is equivalent to the delivery of the thing which is the object of the contract, but, in order that this symbolic delivery may produce the effect of tradition, it is necessary that the vendor shall have had such control over the thing sold that, at the moment of the sale, its material delivery could have been made. It is not enough to confer upon the purchaser the ownership and the right of possession. The thing sold must be placed in his control. When there is no impediment whatever to prevent the thing sold passing into the tenancy of the purchaser by the sole will of the vendor, symbolic delivery through the execution of a public instrument is sufficient. But if there is an impediment, delivery cannot be deemed effected.

Public instrument constructive delivery*But when it turns out that someone is contesting the property. No delivery. Contract of Sale is not consummated therefore no delivery, so you can still avail of remedies like recission etc.Public instrument (2013 decision) only a presumption of delivery. Rebutted if you dont have any control. Require more investigation to prove in the future good faith

Torrens hindi pala binding. Torrens kasi title, good faith na. 4. Dy v CA 198 scra 826

FACTS:

Wilfredo Dy purchased a truck and a farm tractor through LIBRA which was also mortgaged with the latter, as a security to the loan.

Petitioner, expresses his desire to purchased his brothers tractor in a letter to LIBRA which also includes his intention to shoulder its mortgaged. LIBRA approved the request. At the time that Wilfredo Dy executed a deed of absolute sale in favor of petitioner, the tractor and truck were in the possession of LIBRA for his failure to pay the amortization.

When petitioner finally fulfilled its obligation to pay the tractor, LIBRA would only release the same only if he would also pay for the truck. In order to fulfill LIBRAs condition, petitioner convinced his sister to pay for the remaining truck, to which she released a check amounting to P22,000. LIBRA however, insisted that the check must be first cleared before it delivers the truck and tractor.

Meanwhile, another case penned Gelac Trading Inc vs. Wilfredo Dy was pending in Cebu as a case to recover for a sum of money (P12,269.80). By a writ of execution the court in Cebu ordered to seize and levy the tractor which was in the premise of LIBRA, it was sold in a public auction to which it was purchased by GELAC. The latter then sold the tractor to Antonio Gonzales.

RTC rendered in favor of petitioner.

CA dismissed the case, alleging that it still belongs to Wilfredo Dy.

ISSUE:Whether or not there was a consummated sale between Petitioner and LIBRA?

HELD:

NO.

The payment of the check was actually intended to extinguish the mortgage obligation so that the tractor could be released to the petitioner. It was never intended nor could it be considered as payment of the purchase price because the relationship between Libra and the petitioner is not one of sale but still a mortgage. The clearing or encashment of the check which produced the effect of payment determined the full payment of the money obligation and the release of the chattel mortgage. It was not determinative of the consummation of the sale. The transaction between the brothers is distinct and apart from the transaction between Libra and the petitioner. The contention, therefore, that the consummation of the sale depended upon the encashment of the check is untenable.Implication of Dy vs CA: A public instrument as a form of con delivery is liberally construed in favor of the parties. In fact, if you wish to rebut presumption of constructive delivery, the burden proof is on your end.

Chico: In the same vein, the fact that it raises the rebuttable presumption then it applies to any case of constructive delivery

5. Behn Meyer co. v Yangco

Facts:

A sale of 80 drums of caustic soda was agreed between Behn, Meyer & Co. and Teodoro Yanco. The merchandise was shipped from New York to Manila. However, the ship carrying the cargo was detained at Penang and the 71 of the 80 drums were removed. Respondent Yangco also refused to accept the 9 remaining and also refused to accept the offer of Behn Meyer to have the products substituted with other merchandise, which however were different from what was ordered. It must be noted that the contract provided for "c.i.f. Manila, against delivery of documents." Yanco filed an action seeking for damages for alleged breach of contract.

Issue: WON Behn, Meyer & Co. should bear the burden of the loss of the merchandise? YES

Held:

Rule as to delivery of goods by a vendor via a common carrier (If contract is silent delivery of seller to common carrier transfer ownership to buyer)

Determination of the place of delivery always resolves itself into a question of act. If the contract were silent as to the person or mode by which the goods are to be sent, delivery by the vendor to a common carrier, in the usual and ordinary course of business, transfers the property to the vendee.

Payment of freight by the buyer = acquires ownership at the point of shipmentA specification in a contact relative to the payment of freight can be taken to indicate the intention of the parties in regard to the place of delivery. If the buyer is to pay the freight, it is reasonable to suppose that he does so because the goods become his at the point of shipment.

Payment of freight by the seller = title of property does not pass until the goods have reached their destinationOn the other hand, if the seller is to pay the freight, the inference is equally so strong that the duty of the seller is to have the goods transported to their ultimate destination and that title to property does not pass until the goods have reached their destination.

c.i.f. means Cost, Insurance and Freight = CFI is paid by the sellerThe letters "c.i.f." found in British contracts stand for cost, insurance, and freight. They signify that the price fixed covers not only the cost of the goods, but the expense of freight and insurance to be paid by the seller.

F.O.B. stands for Free on Board = seller bear all expenses until goods are deliveredIn this case, in addition to the letters "c.i.f.," has the word following, "Manila." In mercantile contracts of American origin the letters "F.O.B." standing for the words "Free on Board," are frequently used. The meaning is that the seller shall bear all expenses until the goods are delivered where they are to be "F.O.B."

According as to whether the goods are to be delivered "F.O.B." at the point of shipment or at the point of destination determines the time when property passes. However, both the terms "c.i.f." and "F.O.B." merely make rules of presumption which yield to proof of contrary intention.

Delivery was to be made at ManilaHence, we believe that the word Manila in conjunction with the letters "c.i.f." must mean that the contract price, covering costs, insurance, and freight, signifies that delivery was to made at Manila. If petitioner Behn Meyer has seriously thought that the place of delivery was New York and Not Manila, it would not have gone to the trouble of making fruitless attempts to substitute goods for the merchandise named in the contract, but would have permitted the entire loss of the shipment to fall upon the defendant.

Behn Meyer failed to prove that it performed its part in the contractIn this case, the place of delivery was Manila and plaintiff (Behn Meyer) has not legally excused default in delivery of the specified merchandise at that place. In resume, we find that the plaintiff has not proved the performance on its part of the conditions precedent in the contract.

For breach of warranty, the buyer (Yanco) may demand rescission of the contract of saleThe warranty the material promise of the seller to the buyer has not been complied with. The buyer may therefore rescind the contract of sale because of a breach in substantial particulars going to the essence of the contract. As contemplated by article 1451 of the Civil Code, the vendee can demand fulfillment of the contract, and this being shown to be impossible, is relieved of his obligation. There thus being sufficient ground for rescission, the defendant is not liable.

6. Lagon v hooven 349 scra 363

This petition for review on certiorari seeks to set aside the Decision of the Court of Appeals of 28 April 1997 which in turn set aside the decision of the Regional Trial Court of Davao City and ordered petitioner Jose V. Lagon to pay respondent Hooven Comalco Industries, Inc. (HOOVEN) the amount of P69,329.00 with interest at twelve percent (12%) per annum computed from the filing of the complaint until fully paid, plus attorneys fees and costs,[1] as well as the Resolution of the appellate court denying reconsideration thereof.[2]

Petitioner Jose V. Lagon is a businessman and owner of a commercial building in Tacurong, Sultan Kudarat. Respondent HOOVEN on the other hand is a domestic corporation known to be the biggest manufacturer and installer of aluminum materials in the country with branch office at E. Quirino Avenue, Davao City.

Sometime in April 1981 Lagon and HOOVEN entered into two (2) contracts, both denominated Proposal, whereby for a total consideration of P104,870.00 HOOVEN agreed to sell and install various aluminum materials in Lagons commercial building in Tacurong, Sultan Kudarat.[3] Upon execution of the contracts, Lagon paid HOOVEN P48,00.00 in advance.

On 24 February 1987 respondent HOOVEN commenced an action for sum of money with damages and attorneys fees against petitioner Lagon before the Regional Trial Court of Davao City. HOOVEN alleged in its complaint that on different occasions, it delivered and installed several construction materials in the commercial building of Lagon pursuant to their contracts; that the total cost of the labor and materials amounted to P117,329.00 out of which P69,329.00 remained unpaid even after the completion of the project; and, despite repeated demands, Lagon failed and refused to liquidate his indebtedness.

HOOVEN also prayed for attorneys fees and litigation expenses, and in support thereof, presented its OIC, Alberto Villanueva, and its employee, Ernesto Argente, and other witnesses, as well as several documentary evidence consisting mainly of the two (2) proposals, invoices and delivery receipts.

Lagon, in his answer, denied liability and averred that HOOVEN was the party guilty of breach of contract by failing to deliver and install some of the materials specified in the proposals; that as a consequence he was compelled to procure the undelivered materials from other sources; that as regards the materials duly delivered and installed by HOOVEN, they were fully paid. He counterclaimed for actual, moral, exemplary, temperate and nominal damages, as well as for attorneys fees and expenses of litigation.On 9 October 1987, upon request of both parties, the trial court conducted an ocular inspection of Lagons commercial building to determine whether the items alleged in the complaint and appearing in the invoices and delivery receipts had been delivered and installed on the premises. The result of the ocular inspection was

1) with respect to the items covered by Exhibit A and submarkings that there are only seventeen (17) light diffusers, 13 in the ceiling of the ground and 4 on the mezzanine (Ocular Inspection, TSN, pp. 5 to 6);

2) on Exhibit B and submarkings, there are only twenty-three (23) light aluminum boxes, 14 aluminum boxes in the ceiling of the mezzanine and 9 on the ceiling of the ground floor (Ocular Inspection, TSN, p. 7);

3) on Exhibit C-1, the items are missing in the area where they were supposed to be installed;

4) on Exhibit C-2, admitted by defendant Lagon when he stated that I will admit that these were installed by the plaintiff but I do not know exactly the materials, but I really accept that these were installed sometime in 1981, before the occupation of the DBP. But I have paid that already in 1981. I could not identify the materials delivered in 1981 because I do not know the exact names of those materials. (Ocular Inspection, TSN, p. 12); 5) on Exhibit C-2, the glasses are not tinted but plain white; on Exhibit C-3, the materials cannot be formed (sic) in the place where they are supposed to be (Ocular Inspection, TSN, p.7); 6) Exhibit D and D-1, that the materials were supplied by plaintiff but they did not install them. It was the defendant who caused the installation thereof (Ocular Inspection, TSN, p. 13.); and 7) Exhibit E-1, as NU- Main and Cross-Runners and supplied by plaintiff but plaintiff did not install. They had it installed (Ocular Inspection, TSN, p. 14).In due course the trial court rendered a decision partly on the basis of the result of the ocular inspection finding that the total actual deliveries and installations made by HOOVEN cost P87,140.00. Deducting therefrom P48,000.00 which Lagon paid in advance upon execution of their contracts with no further payments appearing to have been made thereafter, only P39,140.00 remained unpaid and where Lagon incurred in delay. The trial court also awarded HOOVEN P3,255.00 as attorneys fees, but sustained Lagons counterclaims and awarded him P26,120.00 as actual damages representing the value of the undelivered and uninstalled materials, and P30,000.00 as attorneys fees in addition to litigation expenses of P45,534.50. According to the court a quo[5]As a result of the partial breach of contract on plaintiff's (Hooven Comalco) part, the defendant is entitled to actual damages only to the extent of the undelivered materials and undone labor or to the amount of P26,120.00. This P26,120.00 will be partially offsetted (sic) to the P39,140.00 unpaid balance of the defendant (Lagon), so that the difference that remain (sic) payable to plaintiff is P13,020.00. Evidence is insufficient to show that bad faith existed in the filing of the instant complaint for collection against the defendant. Plaintiff's obstinate conduct in prosecuting its claim spending for litigation expenses and for its lawyers negate the existence of bad faith. The fact alone that the findings of fact show an unpaid account of the defendant is proof that the complaint is not completely unfounded though evidence shows also that plaintiff is guilty of partial breach of contract by reason of failure to completely deliver and install the materials defendant ordered pursuant to the contract so that plaintiff is liable for damages. As plaintiff acted in good faith in the filing of the instant complaint in the belief that it has a valid cause of action against the defendant to enforce its claim, engaging a lawyer to prosecute it, plaintiff is entitled to a reasonable attorneys fees equivalent to 25% of the collectible amount of P13,020.00 or the amount of P3,225.00. Defendant's claim of attorneys fees in the amount of P152,629.15 is in the opinion of the court clearly unreasonable and unconscionable considering the nature of the action and the amount involved. The court has the power to reduce it to render it reasonable and conscionable whether the contract for attorney's fees is written or oral. The attorneys fees is fixed at P30,000.00. The defendant presented evidence of litigation expenses incurred in the course of the trial for plane fare of its lawyer in coming to Davao City from Manila from 1987 up to July 1990 in the total amount of P34,730.50 as evidenced by Exhibit 11 to 11-E. The records show that the defendants counsel came to Davao City from Manila to attend eleven (11) hearings of the case and the plane fare from 1987 up to August, 1989 is P2,524.50 and from August 1989 to June 1990 is P3,007.50. Hotel expenses of defendants counsel at the Maguindanao Hotel where he was billeted everytime he came to Davao City to attend the trial amounted to P11,824.00 as evidenced by Exhibit 17, the certification issued by the said hotel management. So that the total amount of the actual damage suffered by defendant is P45,534.50. Said amount of P45,534.50 is partially offsetted (sic) by the amount of P13,020.00 representing the unpaid obligation of the defendant to the plaintiff so that the plaintiff is still liable to pay the defendant the difference in the amount of P32,514.50.Both parties appealed to the Court of Appeals. In its Decision of 28 April 1997, the appellate court set aside the judgment of the trial court and resolved the case in favor of HOOVEN. It held that the trial court erred in relying solely on the results of the ocular inspection since the delivery and installation of the materials in question started as early as 1981, while the ocular inspection was conducted only in 1987 or six (6) years later, after the entire mezzanine was altered and the whole building renovated. The appellate court also stressed that the testimonies of HOOVEN's witnesses were straightforward, categorical and supported by documentary evidence of the disputed transactions, and that all Lagon could offer was a mere denial, uncorroborated and self-serving statements regarding his transactions with HOOVEN. The decretal portion of the assailed decision of the Court of Appeals reads -ACCORDINGLY, finding the decision of August 26, 1991 appealed from afflicted by reversible errors, the same is hereby SET ASIDE, and a new one entered ordering the defendant-appellant (Lagon) to pay plaintiff-appellant (Hooven Comalco):The amount of P69,329.00 plus interest of 12% per annum computed from the date of the filing of the complaint, until fully paid.Fifteen percent (15%) of the amount due, as and by way of attorneys fees.Defendant-appellant to pay costs.Petitioner's motion for reconsideration having been denied he now hopes to secure relief from this Court by contending that: (a) The Court of Appeals erred in holding that the trial court could not rely on the results of the ocular inspection conducted on his commercial building in Tacurong, Sultan Kudarat; and, (b) The assailed decision of the appellate court is based on speculations and contrary to the evidence adduced during the trial.The arguments in the petition ultimately boil down to the sole issue of whether all the materials specified in the contracts had been delivered and installed by respondent in petitioners commercial building in Tacurong, Sultan Kudarat. The question is basically factual involving as it does an evaluation of the conflicting evidence presented by the contending parties, including the existence and relevance of specific surrounding circumstances, to determine the truth or falsity of alleged facts.While factual issues are not within the province of this Court, as it is not a trier of facts and is not required to examine or contrast the oral and documentary evidence de novo,[6] nevertheless, the Court has the authority to review and, in proper cases, reverse the factual findings of lower courts in these instances: (a) when the findings of fact of the trial court are in conflict with those of the appellate court; (b) when the judgment of the appellate court is based on misapprehension of facts; and, (c) when the appellate court manifestly overlooked certain relevant facts which, if properly considered, would justify a different conclusion.[7] This case falls squarely within the foregoing exceptions.Before delving into the merits of this case, we find it necessary to describe and detail the nature and contents of the vital documentary exhibits upon which respondent HOOVEN based its claims, thus -Exhibit F - Undated Proposal:I. For the supply of materials and installation of suspended aluminum ceiling runners:Area: 2,290 sq. ft.Materials: NU- Main & Cross runners NU-5 Perimeter mouldings G.I. wire hangers Aluminum straps stiffeners Blind Rivets and Screws P14,110.00 Labor charge 4,230.00 18,440.00II. One (1) set: 65 x 68 YP aluminum cladding 1,150.00 P19,590.00Delivery and Installation charge 1,860.00 P21,450.00Exhibit F-1 Proposal dated 3 April 1981Hooven Aluminum Casement Windows Anolok Finish Manually Operated, with 6.0 mm Bronzepane Tinted GlassFive (5) sets: 65 x 126-1/2 (w/ transom)One (1) set: 65 x 126-1/2 (w/ AC provision)Two (2) sets: 39-1/2 x 125-1/2 -do-One (1) set: 39-1/2 x 87 -do-One (1) set: 39-1/2 x 223 -do-One (1) set: 65 x 57-1/2 (w/ transom)One (1) set: 65 x 4 -do-Hooven Aluminum Entrances and Fixed Windows Anolok Finish, with 6.0 mm Bronzepane Tinted GlassOne (1) set: 100-1/2 x 76-1/2, double sash, double acting swing door, with transom.Two (2) sets: 80 x 278, fixed panels 21,740.00Hooven Aluminum Sliding Windows Fabricated From SD-Sections, Anolok Finish, with 6.0 mm Bronzepane Tinted GlassOne (1) set: 54 x 191One (1) set: 45 x 302 11,650.00 75,920.00Add: Delivery and Installation charge 7,500.00 P83,420.00Exhibit A Invoice No. 11094 dated 29 December 1982Eighty Six (86) Pieces, 2.0 mm Hishilite P3,440.00DiffusersExhibit B Invoice No. 11095 dated 29 December 1982Forty-Three Pieces: For the Supply andInstallation of Light Boxes Fabricated fromGA. 032 Aluminum Plain SheetDelivery and Installers subsistence P5,718.50Exhibit C Invoice No. 14349 dated 29 December 1984Five (5) sets 1.651m 3.213m Hooven Aluminum Casement windows, Anolok finish, manually operated with 6.0 Bronzepane tinted glass.One (1) set 1.651 m 3.367m - do - with a/c provisionTwo (2) sets 1.00 m 3.188m - do - - do -One (1) set 1.00 m 2.210 m - do - - do -One (1) set 1.00 m 5.664 m - do - - do -One (1) set 1.651m 1.461 m - do - - do - with transomOne (1) set 1.651m 1.880 m - do - with transomOne (1) set 1.651m 1.524 m - do - - do -One (1) set 2.553m 1.943 m Hooven aluminum double sash, double acting swing door, with transom, with 6.0 mm Bronze-pane tinted glass.Two (2) sets 2.032m 7.061 m Fixed windows, Anolok finish.One (1) set .737 m 7.061 m Aluminum tubulars with aluminum YP-100 cladding, Anolok finish.One (1) set 1.143m 4.851m Hooven aluminum sliding windows fabricated from SD sections, Anolok finish, with 6.0 mm Bronzepane tinted glass, with 1.88 m tubular posts.One (1) set 1.143m 7.671m - do - P75,291.83 4% tax 3,011.67 78,303.50 Delivery & Subs. 7,500.00 P85,803.50Exhibit D Invoice No. 14265 dated 29 September 1984For the supply of materials and installation of aluminum stucco embossed sheet on spiral staircase P5,310.00Exhibit E Invoice No. 14264 dated 29 November 1984For the supply of materials and installation of suspended aluminum ceiling system.Materials: NU-4 main and cross runners NU-5 perimeter mouldings GI wire hangers Alum strap stiffeners Blind rivets and screws P17,057.00Exhibit A-1 Delivery Receipt dated 9 June 1981Twenty (20) pieces Light boxes fabricated from aluminum sheetsForty (40) pieces 2.0 mm x 24 x 24 Hishilite DiffusersLump sum cost including discount and Delivery andInstaller Subsistence P4,340.00Exhibit A-2 Delivery Receipt dated 8 August 1981Twenty (20) pieces Light boxes fabricated from .032 aluminum plain sheetTwenty Seven (27) 2.0 mm x 24 x 24 Hishilite DiffusersAdd: Delivery & Installers Subsistence P180.00Exhibit A-3 Delivery Receipt, dated 8 December 198119 pcs. 2.0 mm x 2 x2 Hishilite Diffusers P40.00Exhibit B-1 Delivery Receipt dated 25 June 1981Additional three (3) pcs. Light boxes fabricated from .032 Aluminum sheets P140.00Exhibit C-1 Delivery Receipt dated 25 August 1983To change alum tubular frames for sliding windows (item 10 & 11) from 45 L x to 94 x 74.To change width of one (1) set: item 1 from 126-1/2 to 132-1/2.To add: one (1) set 65H x 60 aluminum casement windows with 6.0 mm tinted glass.To extend alum tubulars of fixed windows on 2nd floor by 29L and installation of YP-aluminum cladding P8,640.00Exhibit C-2 Delivery Receipt dated 25 August 1983Hooven Alum Casement Windows Anolok Finish Manually Operated with 6.0 mm Bronzepane Tinted Glass:Five (5) sets: 65 x 126-1/2 with transomOne (1) set: 65 x 126-1/2 with AC provisionTwo (2) sets: 39-1/2 x 125-1/2 - do -One (1) set: 39-1/2 x 87 - do -One (1) set: 39-1/2 x 223 - do -One (1) set: 65 x 57-1/2 with transomOne (1) set: 65 x 74 - do - P42,530.00Hooven Alum Entrances & Fixed Windows Anolok Finish with 6.0 mm Bronzepane Tinted Glass:One (1) set: 100-1/2 x 76-1/2, double sash, double acting swing door, with transomTwo (2) sets: 80 x 278 fixed panels P21,740.00Exhibit C-3 Delivery Receipt dated 25 August 1983Hoven Alum Sliding Windows Fabricated from SD Sections Anolok Finish with 6.0 mm Bronzepane Tinted Glass:One (1) set: 45 x 191One (1) set: 45 x 302 P11,650.00Add: Delivery and Installation 7,500.00Less: 7% Discount 6,256.50 P77,163.50Exhibit D-1 Delivery Receipt dated 25 August 1983For the supply of materials and installation of aluminum stucco embossed sheet on spiral staircase: One (1) set 32 H x 304 WL P5,310.00Exhibit E-1 Delivery Receipt dated 25 August 1983NU- main and cross runnersNU-5 Perimeter mouldingsG.I. Wire HangersAluminum straps stiffenersBlind rivets and screws P17,057.00We have carefully and diligently considered the foregoing exhibits and we are fully convinced that the mass of documentary evidence adduced by respondent suffers from patent irregularities and material inconsistencies on their faces, raising serious questions requiring cogent explanations. These flaws inevitably deplete the weight of its evidence, with the result that for lack of the requisite quantum of evidence, respondent dismally failed in the lower court to discharge its burden necessary to prevail in this case.Firstly, the quantity of materials and the amounts stated in the delivery receipts do not tally with those in the invoices covering them, notwithstanding that, according to HOOVEN OIC Alberto Villanueva, the invoices were based merely on the delivery receipts.[8] For instance, only eleven (11) items were listed in Exhs. "C-2" and "C-3" with a total worth of P77,163.50. But in Exh. "C," which was the invoice for Exhs. "C-2" and "C-3," there were thirteen (13) items enumerated for a total worth of P85,803.50. If Exh. "C" is supposed to be based on Exhs. "C-2" and "C-3," we cannot understand the apparent discrepancy in the items listed in those documents when they all referred to the same materials.Secondly, the total value of the materials as reflected in all the invoices is P117,329.00 while under the delivery receipts it is only P112,870.50, or a difference of P4,458.00. Moreover, the materials listed in the two (2) Proposals, upon which HOOVEN based its claims, is only for the total sum of P104,870.00. Curiously then, why would the materials supposedly delivered by HOOVEN be more than what was contracted and purchased by Lagon? This circumstance underscores the need to reexamine the strength, if not weakness, of respondents cause.Thirdly, under the Proposals HOOVEN bound itself to invoice the materials "when complete and ready for shipment." Oddly, the records show that the invoices were prepared several years after the materials were allegedly delivered and installed completely on petitioners building. Alberto Villanueva testified that their project with petitioner was completed sometime in August 1981 and that thereafter no further installation was done in the building.[9] But the disputed invoices marked Exhs. "A" and "B" were prepared only on 29 December 1982; Exhs. "C" and "D" were prepared only on 29 December 1984; and, Exh. "E" was prepared only on 29 November 1984. As for the delivery receipts, Exhs. "C-1," "C-2," "C-3" and "E-1" were prepared only on 25 August 1983 or two (2) years after the completion of the project, while Exh. "A-3" was prepared only on 8 December 1981 or some four (4) months after the date of completion.Even more strange is the fact that HOOVEN instituted the present action for collection of sum of money against Lagon only on 24 February 1987, or more than five (5) years after the supposed completion of the project. Indeed, it is contrary to common experience that a creditor would take its own sweet time in collecting its credit, more so in this case when the amount involved is not miniscule but substantial.Fourthly, the demand letter of 25 August 1983[10] sent to petitioner by respondent further betrays the falsity of its claims -Dear Mr. Lagon:The bearer, Mr. Fermin Piero, is an authorized representative of this company. He will arrange for your acceptance of the complete aluminum and glass installation we have undertaken for your building. He has with him the delivery receipts for your signature so with a statement of account showing your balance. Kindly favor us with a partial payment to cover our operation costs. Also kindly relay to him all other installations you wish us to undertake.Hoping for your favorable action, we shall remain. Very Truly Yours, Hooven Comalco Industries, Inc. Davao Branch (Sgd.) Alberto P. VillanuevaIf, as claimed by HOOVEN, all the materials were completely delivered and installed in petitioners building as early as August 1981, why then would it demand partial payment only two (2) years later? This circumstance is very significant especially considering that under the Proposals the terms of payment should be 50% down "and the balance to be paid in full" upon completion. Moreover, it is surprising that the partial payment demanded was only "to cover operation costs." As correctly observed by petitioner, demand for payment of operation costs is typical of a still on-going project where the contractor needs funds to defray his expenses. If there was complete installation, why would respondent demand payment for operation costs only? Why not enforce the whole amount of indebtedness? All these clearly suggest that there was no full and complete delivery and installation of materials ordered by petitioner.Fifthly, all the delivery receipts did not appear to have been signed by petitioner or his duly authorized representative acknowledging receipt of the materials listed therein. A closer examination of the receipts clearly showed that the deliveries were made to a certain Jose Rubin, claimed to be petitioners driver, Armando Lagon, and a certain bookkeeper. Unfortunately for HOOVEN, the identities of these persons were never been established, and there is no way of determining now whether they were indeed authorized representatives of petitioner. Paragraph 3 of each Proposal is explicit on this point -3. x x x the sellers responsibility ends with delivery of the merchandise to carrier in good condition, to buyer, or to buyers authorized "Receiver/Depository" named on the face of this proposal (underscoring supplied).As above specifically stated, deliveries must be made to the buyer or his duly authorized representative named in the contracts. In other words, unless the buyer specifically designated someone to receive the delivery of materials and his name is written on the Proposals opposite the words "Authorized Receiver/Depository," the seller is under obligation to deliver to the buyer only and to no other person; otherwise, the delivery would be invalid and the seller would not be discharged from liability. In the present case, petitioner did not name any person in the Proposals who would receive the deliveries in his behalf, which meant that HOOVEN was bound to deliver exclusively to petitioner.Sixthly, it is also obvious from the contested delivery receipts that some important details were not supplied or were left in blank, i.e., truck numbers, persons who delivered the materials, invoice and s. o. numbers. The persons who delivered the materials were potential witnesses who could shed light on the circumstances surrounding the alleged deliveries of the materials to petitioner. Moreover, it could have been easier for HOOVEN to pinpoint responsibility to any of its employees for the non-delivery of the materials.We are not unaware of the slipshod manner of preparing receipts, order slips and invoices, which unfortunately has become a common business practice of traders and businessmen. In most cases, these commercial forms are not always fully accomplished to contain all the necessary information describing the whole business transaction. The sales clerks merely indicate a description and the price of each item sold without bothering to fill up all the available spaces in the particular receipt or invoice, and without proper regard for any legal repercussion for such neglect. Certainly, it would not hurt if businessmen and traders would strive to make the receipts and invoices they issue complete, as far as practicable, in material particulars. These documents are not mere scraps of paper bereft of probative value but vital pieces of evidence of commercial transactions. They are written memorials of the details of the consummation of contracts.Given this pathetic state of respondent's evidence, how could it be said that respondent had satisfactorily proved its case? Essentially, respondent has the burden of establishing its affirmative allegations of complete delivery and installation of the materials, and petitioners failure to pay therefor. In this regard, its evidence on its discharge of that duty is grossly anemic. We emphasize that litigations cannot be properly resolved by suppositions, deductions, or even presumptions, with no basis in evidence, for the truth must have to be determined by the hard rules of admissibility and proof.The Court of Appeals however faulted the trial court for supposedly relying solely on the results of the ocular inspection on the premises, which were not conclusive since the inspection was conducted several years after the disputed materials were allegedly installed therein.We disagree. The ocular inspection was made by the judge himself, at the request of both petitioner and respondent, for the exclusive purpose of determining whether the materials subject of this case were actually delivered and installed. There is therefore no basis to give little evidentiary value on the results of the ocular inspection, as the Court of Appeals would, and charge the trial court with error for relying thereon. It is now rather late for any of the parties to disclaim them, especially when they are not in his or its favor. Furthermore, a cursory reading of the decision of the court a quo will at once show that it was not premised solely on the results of the ocular inspection but was likewise predicated on other evidence presented by the parties and well-considered facts and circumstances discussed by the trial court in its ratio decidendi. We cannot ignore the factual findings of the trial court, which must carry great weight in the evaluation of evidentiary facts, and in the absence of any indication showing grave error committed by trial court, the appellate court is bound to respect such findings of fact.We hasten to add however that petitioner is not entirely free from any liability to respondent. Petitioner admitted the delivery of materials under Exhs. "A" and its submarkings, "B" and its submarkings, "D," "D-1" and "E." With respect to Exh. "C-2," petitioner acknowledged his obligation under the first heading, Items Nos. 3, 4 and 5, and the second heading, and denied the rest. Consequently, he should be made liable therefor in the total amount of P58,786.65. From this amount, petitioners down payment of P48,000.00 should be deducted.It is insisted by petitioner in his appeal brief filed before the Court of Appeals that the second item under the second heading of Exh. "C-2" should be excluded in the computation since he never admitted liability therefor.We are not persuaded. The transcript of stenographic notes shows that during the ocular inspection counsel for respondent manifested in effect that petitioner admitted the delivery and installation of the second item in his building, and petitioner did not interpose any objection to respondent's manifestation -ATTY. QUIONES: We would like to make of record that defendant (Lagon) admits that plaintiff (Hooven Comalco) delivered and installed Item No. 1 under the second column of Exhibit C-2 which is the front door of the ground floor.ATTY. RICO: Defendant however adds that these were installed in 1981 and had already paid for the said item.ATTY. QUIONES: I would like to make of record also that defendant admits the delivery and installation of Item No. 2 under the second column of Exhibit C-2 as having been delivered and installed by the plaintiff in 1981 with the qualification, however, that he had already paid the same.COURT: Are you stating that all these installed items on the ground floor were all paid by you?MR. LAGON: Yes, Your Honor.[11]Petitioner cannot now be heard to complain against its inclusion in the computation of his liability since his silence virtually amounted to acquiescence. The silence of one of the contracting parties and his failure to protest against the claims of the other party, when he is chargeable with the duty to do so, strongly suggest an admission of the veracity and validity of the other partys claims.In sum, petitioners total liability to respondent may be computed as follows:(1) Items under Exh. A, consisting of 17light diffusers at P40.00 each P 680.00(2) Items under Exh. B, consisting of 23light boxes at P40.00 each 3,220.00(3) Third, fourth and fifth items under the firstheading of Exh. "C-2" which on the basis oftheir measurements constitute only 1/3 ofthe total costs of materials listed therein 14,176.65(4) Items under the second heading ofExh. C-2 21,740.00(5) Items under Exhs. D and D-1 4,860.00(6) Items under Exh. E-1 14,110.00 P58,786.65Less: Stipulated 7% discount 4,408.99 P54,377.66Less: Advance payment made by petitionerto Hooven Comalco 48,000.00Unpaid Balance of petitioner P6,377.66Notwithstanding the breach of contract by respondent in failing to deliver and install in the premises of petitioner all the stipulated materials, we nevertheless accede to the right of respondent to recover the unpaid balance from petitioner for the materials actually delivered.The next point of inquiry is the propriety of awarding damages, attorneys fees and litigation expenses.We are not in accord with the trial courts ruling that petitioner is entitled to actual damages to the extent of the undelivered materials and undone labor in the amount of P26,120.00. There is no proof that petitioner already paid for the value of the undelivered and uninstalled materials to respondent. Therefore, petitioner may not be deemed to have suffered any such damage. We have declared in no uncertain terms that actual or compensatory damages cannot be presumed but must be proved with reasonable degree of certainty.[12] A court cannot rely on speculations, conjectures or guesswork as to the fact of damage but must depend upon competent proof that they have indeed been suffered by the injured party and on the basis of the best evidence obtainable as to the actual amount thereof.[13] It must point out specific facts that could provide the gauge for measuring whatever compensatory or actual damages were borne.But we agree with petitioner that he is entitled to moral damages. HOOVEN's bad faith lies not so much on its breach of contract - as there was no showing that its failure to comply with its part of the bargain was motivated by ill will or done with fraudulent intent - but rather on its appalling temerity to sue petitioner for payment of an alleged unpaid balance of the purchase price notwithstanding knowledge of its failure to make complete delivery and installation of all the materials under their contracts. It is immaterial that, after the trial, petitioner was found to be liable to respondent to the extent of P6,377.66. Petitioner's right to withhold full payment of the purchase price prior to the delivery and installation of all the merchandise cannot be denied since under the contracts the balance of the purchase price became due and demandable only upon the completion of the project. Consequently, the resulting social humiliation and damage to petitioner's reputation as a respected businessman in the community, occasioned by the filing of this suit provide sufficient grounds for the award of P50,000.00 as moral damages.Moreover, considering the fact that petitioner was drawn into this litigation by respondent and was compelled to hire an attorney to protect and defend his interest, and taking into account the work done by said attorney throughout the proceedings, as reflected in the record, we deem it just and equitable to award attorney's fees for petitioner in the amount of P30,000.00.[14] In addition, we agree with the trial court that petitioner is entitled to recover P46,554.50 as actual damages including litigation expenses as this amount is sufficiently supported by the evidence.[15]WHEREFORE, the assailed Decision of the Court of Appeals dated 28 April 1997 is MODIFIED. Petitioner Jose V. Lagon is ordered to pay respondent Hooven Comalco Industries, Inc., P6,377.66 representing the value of the unpaid materials admittedly delivered to him. On the other hand, respondent is ordered to pay petitioner P50,000.00 as moral damages, P30,000.00 as attorney's fees and P46,554.50 as actual damages and litigation expenses.SO ORDERED.Mendoza, Quisumbing, Buena and DeLeon Jr., JJ., concur.

Lao v CA 325 scra 694

8. Sta Ana v hernandez 18 scra 973

G.R. No. L-16394December 17, 1966JOSE SANTA ANA, JR. and LOURDES STO. DOMINGO, petitioners, vs. ROSA HERNANDEZ, respondent.

FACTS:Spouses Jose Santa Ana, Jr. and Lourdes Sto. Domingo, owned a 115,850-square meter parcel of land situated in barrio Balasing, Sta. Maria, Bulaca. On 28 May 1954, they sold two (2) separate portions of the land for P11,000.00 to the herein respondent Rosa Hernandez

The Contract of sale stated two basis for the object of the sale, namely: (1)12,500 sq. m. and 26,000 sq. m. at the rate of P.29 per square meter; and (2) the recital of areas included with the mentioned of boundary properties.

After the sale the spouses caused the preparation of a subdivision plan, Psd-43187, was approved on 13 January 1955 by the Director of Lands. Rosa Hernandez, however, did not conform to the plan and refused to execute an agreement of subdivision and partition for registration with the Register of Deeds of Bulacan; and she, likewise, refused to vacate the areas that she had occupied. Instead, she caused the preparation of a different subdivision plan, which was approved by the Director of Lands on 24 February 1955. This plan, Psd-42844, tallied with the areas that the defendant, Rosa Hernandez, had actually occupied.

On 28 February 1955, herein petitioners-spouses filed suit against respondent Rosa Hernandez in CFI-Bulacan, claiming that said defendant was occupying an excess of 17,000 square meters in area of what she had bought from them. Defendant Rosa Hernandez, on the other hand, claimed that the alleged excess, was part of the areas that she bought.

Argument of ROSA HERNANDEZ:plaintiffs had sold two portions without clear boundaries but with exact areas (12,500 sq. m. and 26,000 sq. m.) at the rate of P.29 per square meter or, as defendant Rosa Hernandez claimed, two portions, the areas of which were not definite but which were well defined on the land and with definite boundaries and sold for the lump sum of P11,000.00.

Argument of STA. ANA SPOUSES:Despite the incontestable fact that the deed of sale in favor of Rosa Hernandez recites a price in a lump sum (P11,000.00) for both lots (Annex "C", Complaint, Rec. on App., p. 21), appellants insist that the recited area, i.e. 12,500 sq. m. and 26,000 sq. m. at the rate of P.29 per square meter, where the boundary properties was mentioned should be taken as controlling.

Trial Court Decision: Finding for the plaintiffs, the said court ordered the defendant, among other things, to vacate "the excess portions actually occupied by her and to confine her occupation only to Lots 4-a and 4-b as shown in the plan, Exhibit E, of the plaintiffs . . .," referring to Psd-43187.

CA Decision: The Court of Appeals dismissed the complaint and declared Rosa Hernandez the owner of lots 4-a and 4-b in her plan, Psd-42844 citing Art. 1542 of the Civil Code as the basis

ISSUE: Whether or not the recital of the land areas boundary properties is controlling in a contract of sale of lump sum real property.

HELD:The answer is in the affirmative.

Applying to the case Article 1542 of the new Civil Code:

In the sale of real estate, made for a lump sum and not at the rate of a certain sum for a unit of measure or number, there shall be no increase or decrease of the price, although there be greater or less area or number than that stated in the contract.

The same rule shall be applied when two or more immovables are sold for a single price; but if, besides mentioning the boundaries, which is indispensable in every conveyance of real estate, its area or number should be designated in the contract, the vendor shall be bound to deliver all that is included within said boundaries, even when it exceeds the area or number specified in the contract; and, should he not be able to do so, he shall suffer a reduction in the price, in proportion to what is lacking in the area or number, unless the contract is rescinded because the vendee does not accede to the failure to deliver what has been stipulated.

And this is particularly true where, as in the case now before this Court, the area given is qualified to be approximate only To hold the buyer to no more than the area recited on the deed, it must be made clear therein that the sale was made by unit of measure at a definite price for each unit.

If the defendant intended to buy by the meter be should have so stated in the contract (Goyena vs. Tambunting, supra). The ruling of the Supreme Court of Spain, in construing Article 1471 of the Spanish Civil Code (copied verbatim in our Article 1542) is highly persuasive that as between the absence of a recital of a given price per unit of measurement, and the specification of the total area sold, the former must prevail and determines the applicability of the norms concerning sales for a lump sum.

The Civil Code's rule as to sales "a cuerpo cierto" was not modified by Act 496, section 58, prohibiting the issuance of a certificate of title to a grantee of part of a registered tract until a subdivision plan and technical description are duly approved by the Director of Lands, and authorizing only the entry of a memorandum on the grantor's certificate of title in default of such plan. The latter provision is purely a procedural directive to Registers of Deeds that does not attempt to govern the rights of vendor and vendee inter se, that remain controlled by the Civil Code of the Philippines. It does not even bar the registration of the contract itself to bind the land.

9. Froilan v pan 12 scra 276

This petition for review on certiorari seeks to set aside the Decision of the Court of Appeals of 28 April 1997 which in turn set aside the decision of the Regional Trial Court of Davao City and ordered petitioner Jose V. Lagon to pay respondent Hooven Comalco Industries, Inc. (HOOVEN) the amount of P69,329.00 with interest at twelve percent (12%) per annum computed from the filing of the complaint until fully paid, plus attorneys fees and costs,[1] as well as the Resolution of the appellate court denying reconsideration thereof.[2]Petitioner Jose V. Lagon is a businessman and owner of a commercial building in Tacurong, Sultan Kudarat. Respondent HOOVEN on the other hand is a domestic corporation known to be the biggest manufacturer and installer of aluminum materials in the country with branch office at E. Quirino Avenue, Davao City.Sometime in April 1981 Lagon and HOOVEN entered into two (2) contracts, both denominated Proposal, whereby for a total consideration of P104,870.00 HOOVEN agreed to sell and install various aluminum materials in Lagons commercial building in Tacurong, Sultan Kudarat.[3] Upon execution of the contracts, Lagon paid HOOVEN P48,00.00 in advance.[4]On 24 February 1987 respondent HOOVEN commenced an action for sum of money with damages and attorneys fees against petitioner Lagon before the Regional Trial Court of Davao City. HOOVEN alleged in its complaint that on different occasions, it delivered and installed several construction materials in the commercial building of Lagon pursuant to their contracts; that the total cost of the labor and materials amounted to P117,329.00 out of which P69,329.00 remained unpaid even after the completion of the project; and, despite repeated demands, Lagon failed and refused to liquidate his indebtedness. HOOVEN also prayed for attorneys fees and litigation expenses, and in support thereof, presented its OIC, Alberto Villanueva, and its employee, Ernesto Argente, and other witnesses, as well as several documentary evidence consisting mainly of the two (2) proposals, invoices and delivery receipts.Lagon, in his answer, denied liability and averred that HOOVEN was the party guilty of breach of contract by failing to deliver and install some of the materials specified in the proposals; that as a consequence he was compelled to procure the undelivered materials from other sources; that as regards the materials duly delivered and installed by HOOVEN, they were fully paid. He counterclaimed for actual, moral, exemplary, temperate and nominal damages, as well as for attorneys fees and expenses of litigation.On 9 October 1987, upon request of both parties, the trial court conducted an ocular inspection of Lagons commercial building to determine whether the items alleged in the complaint and appearing in the invoices and delivery receipts had been delivered and installed on the premises. The result of the ocular inspection was -1) with respect to the items covered by Exhibit A and submarkings that there are only seventeen (17) light diffusers, 13 in the ceiling of the ground and 4 on the mezzanine (Ocular Inspection, TSN, pp. 5 to 6); 2) on Exhibit B and submarkings, there are only twenty-three (23) light aluminum boxes, 14 aluminum boxes in the ceiling of the mezzanine and 9 on the ceiling of the ground floor (Ocular Inspection, TSN, p. 7); 3) on Exhibit C-1, the items are missing in the area where they were supposed to be installed; 4) on Exhibit C-2, admitted by defendant Lagon when he stated that I will admit that these were installed by the plaintiff but I do not know exactly the materials, but I really accept that these were installed sometime in 1981, before the occupation of the DBP. But I have paid that already in 1981. I could not identify the materials delivered in 1981 because I do not know the exact names of those materials. (Ocular Inspection, TSN, p. 12); 5) on Exhibit C-2, the glasses are not tinted but plain white; on Exhibit C-3, the materials cannot be formed (sic) in the place where they are supposed to be (Ocular Inspection, TSN, p.7); 6) Exhibit D and D-1, that the materials were supplied by plaintiff but they did not install them. It was the defendant who caused the installation thereof (Ocular Inspection, TSN, p. 13.); and 7) Exhibit E-1, as NU- Main and Cross-Runners and supplied by plaintiff but plaintiff did not install. They had it installed (Ocular Inspection, TSN, p. 14).In due course the trial court rendered a decision partly on the basis of the result of the ocular inspection finding that the total actual deliveries and installations made by HOOVEN cost P87,140.00. Deducting therefrom P48,000.00 which Lagon paid in advance upon execution of their contracts with no further payments appearing to have been made thereafter, only P39,140.00 remained unpaid and where Lagon incurred in delay. The trial court also awarded HOOVEN P3,255.00 as attorneys fees, but sustained Lagons counterclaims and awarded him P26,120.00 as actual damages representing the value of the undelivered and uninstalled materials, and P30,000.00 as attorneys fees in addition to litigation expenses of P45,534.50. According to the court a quo[5]As a result of the partial breach of contract on plaintiff's (Hooven Comalco) part, the defendant is entitled to actual damages only to the extent of the undelivered materials and undone labor or to the amount of P26,120.00. This P26,120.00 will be partially offsetted (sic) to the P39,140.00 unpaid balance of the defendant (Lagon), so that the difference that remain (sic) payable to plaintiff is P13,020.00. Evidence is insufficient to show that bad faith existed in the filing of the instant complaint for collection against the defendant. Plaintiff's obstinate conduct in prosecuting its claim spending for litigation expenses and for its lawyers negate the existence of bad faith. The fact alone that the findings of fact show an unpaid account of the defendant is proof that the complaint is not completely unfounded though evidence shows also that plaintiff is guilty of partial breach of contract by reason of failure to completely deliver and install the materials defendant ordered pursuant to the contract so that plaintiff is liable for damages. As plaintiff acted in good faith in the filing of the instant complaint in the belief that it has a valid cause of action against the defendant to enforce its claim, engaging a lawyer to prosecute it, plaintiff is entitled to a reasonable attorneys fees equivalent to 25% of the collectible amount of P13,020.00 or the amount of P3,225.00. Defendant's claim of attorneys fees in the amount of P152,629.15 is in the opinion of the court clearly unreasonable and unconscionable considering the nature of the action and the amount involved. The court has the power to reduce it to render it reasonable and conscionable whether the contract for attorney's fees is written or oral. The attorneys fees is fixed at P30,000.00. The defendant presented evidence of litigation expenses incurred in the course of the trial for plane fare of its lawyer in coming to Davao City from Manila from 1987 up to July 1990 in the total amount of P34,730.50 as evidenced by Exhibit 11 to 11-E. The records show that the defendants counsel came to Davao City from Manila to attend eleven (11) hearings of the case and the plane fare from 1987 up to August, 1989 is P2,524.50 and from August 1989 to June 1990 is P3,007.50. Hotel expenses of defendants counsel at the Maguindanao Hotel where he was billeted everytime he came to Davao City to attend the trial amounted to P11,824.00 as evidenced by Exhibit 17, the certification issued by the said hotel management. So that the total amount of the actual damage suffered by defendant is P45,534.50. Said amount of P45,534.50 is partially offsetted (sic) by the amount of P13,020.00 representing the unpaid obligation of the defendant to the plaintiff so that the plaintiff is still liable to pay the defendant the difference in the amount of P32,514.50.Both parties appealed to the Court of Appeals. In its Decision of 28 April 1997, the appellate court set aside the judgment of the trial court and resolved the case in favor of HOOVEN. It held that the trial court erred in relying solely on the results of the ocular inspection since the delivery and installation of the materials in question started as early as 1981, while the ocular inspection was conducted only in 1987 or six (6) years later, after the entire mezzanine was altered and the whole building renovated. The appellate court also stressed that the testimonies of HOOVEN's witnesses were straightforward, categorical and supported by documentary evidence of the disputed transactions, and that all Lagon could offer was a mere denial, uncorroborated and self-serving statements regarding his transactions with HOOVEN. The decretal portion of the assailed decision of the Court of Appeals reads -ACCORDINGLY, finding the decision of August 26, 1991 appealed from afflicted by reversible errors, the same is hereby SET ASIDE, and a new one entered ordering the defendant-appellant (Lagon) to pay plaintiff-appellant (Hooven Comalco):The amount of P69,329.00 plus interest of 12% per annum computed from the date of the filing of the complaint, until fully paid.Fifteen percent (15%) of the amount due, as and by way of attorneys fees.Defendant-appellant to pay costs.Petitioner's motion for reconsideration having been denied he now hopes to secure relief from this Court by contending that: (a) The Court of Appeals erred in holding that the trial court could not rely on the results of the ocular inspection conducted on his commercial building in Tacurong, Sultan Kudarat; and, (b) The assailed decision of the appellate court is based on speculations and contrary to the evidence adduced during the trial.The arguments in the petition ultimately boil down to the sole issue of whether all the materials specified in the contracts had been delivered and installed by respondent in petitioners commercial building in Tacurong, Sultan Kudarat. The question is basically factual involving as it does an evaluation of the conflicting evidence presented by the contending parties, including the existence and relevance of specific surrounding circumstances, to determine the truth or falsity of alleged facts.While factual issues are not within the province of this Court, as it is not a trier of facts and is not required to examine or contrast the oral and documentary evidence de novo,[6] nevertheless, the Court has the authority to review and, in proper cases, reverse the factual findings of lower courts in these instances: (a) when the findings of fact of the trial court are in conflict with those of the appellate court; (b) when the judgment of the appellate court is based on misapprehension of facts; and, (c) when the appellate court manifestly overlooked certain relevant facts which, if properly considered, would justify a different conclusion.[7] This case falls squarely within the foregoing exceptions.Before delving into the merits of this case, we find it necessary to describe and detail the nature and contents of the vital documentary exhibits upon which respondent HOOVEN based its claims, thus -Exhibit F - Undated Proposal:I. For the supply of materials and installation of suspended aluminum ceiling runners:Area: 2,290 sq. ft.Materials: NU- Main & Cross runners NU-5 Perimeter mouldings G.I. wire hangers Aluminum straps stiffeners Blind Rivets and Screws P14,110.00 Labor charge 4,230.00 18,440.00II. One (1) set: 65 x 68 YP aluminum cladding 1,150.00 P19,590.00Delivery and Installation charge 1,860.00 P21,450.00Exhibit F-1 Proposal dated 3 April 1981Hooven Aluminum Casement Windows Anolok Finish Manually Operated, with 6.0 mm Bronzepane Tinted GlassFive (5) sets: 65 x 126-1/2 (w/ transom)One (1) set: 65 x 126-1/2 (w/ AC provision)Two (2) sets: 39-1/2 x 125-1/2 -do-One (1) set: 39-1/2 x 87 -do-One (1) set: 39-1/2 x 223 -do-One (1) set: 65 x 57-1/2 (w/ transom)One (1) set: 65 x 4 -do-Hooven Aluminum Entrances and Fixed Windows Anolok Finish, with 6.0 mm Bronzepane Tinted GlassOne (1) set: 100-1/2 x 76-1/2, double sash, double acting swing door, with transom.Two (2) sets: 80 x 278, fixed panels 21,740.00Hooven Aluminum Sliding Windows Fabricated From SD-Sections, Anolok Finish, with 6.0 mm Bronzepane Tinted GlassOne (1) set: 54 x 191One (1) set: 45 x 302 11,650.00 75,920.00Add: Delivery and Installation charge 7,500.00 P83,420.00Exhibit A Invoice No. 11094 dated 29 December 1982Eighty Six (86) Pieces, 2.0 mm Hishilite P3,440.00DiffusersExhibit B Invoice No. 11095 dated 29 December 1982Forty-Three Pieces: For the Supply andInstallation of Light Boxes Fabricated fromGA. 032 Aluminum Plain SheetDelivery and Installers subsistence P5,718.50Exhibit C Invoice No. 14349 dated 29 December 1984Five (5) sets 1.651m 3.213m Hooven Aluminum Casement windows, Anolok finish, manually operated with 6.0 Bronzepane tinted glass.One (1) set 1.651 m 3.367m - do - with a/c provisionTwo (2) sets 1.00 m 3.188m - do - - do -One (1) set 1.00 m 2.210 m - do - - do -One (1) set 1.00 m 5.664 m - do - - do -One (1) set 1.651m 1.461 m - do - - do - with transomOne (1) set 1.651m 1.880 m - do - with transomOne (1) set 1.651m 1.524 m - do - - do -One (1) set 2.553m 1.943 m Hooven aluminum double sash, double acting swing door, with transom, with 6.0 mm Bronze-pane tinted glass.Two (2) sets 2.032m 7.061 m Fixed windows, Anolok finish.One (1) set .737 m 7.061 m Aluminum tubulars with aluminum YP-100 cladding, Anolok finish.One (1) set 1.143m 4.851m Hooven aluminum sliding windows fabricated from SD sections, Anolok finish, with 6.0 mm Bronzepane tinted glass, with 1.88 m tubular posts.One (1) set 1.143m 7.671m - do - P75,291.83 4% tax 3,011.67 78,303.50 Delivery & Subs. 7,500.00 P85,803.50Exhibit D Invoice No. 14265 dated 29 September 1984For the supply of materials and installation of aluminum stucco embossed sheet on spiral staircase P5,310.00Exhibit E Invoice No. 14264 dated 29 November 1984For the supply of materials and installation of suspended aluminum ceiling system.Materials: NU-4 main and cross runners NU-5 perimeter mouldings GI wire hangers Alum strap stiffeners Blind rivets and screws P17,057.00Exhibit A-1 Delivery Receipt dated 9 June 1981Twenty (20) pieces Light boxes fabricated from aluminum sheetsForty (40) pieces 2.0 mm x 24 x 24 Hishilite DiffusersLump sum cost including discount and Delivery andInstaller Subsistence P4,340.00Exhibit A-2 Delivery Receipt dated 8 August 1981Twenty (20) pieces Light boxes fabricated from .032 aluminum plain sheetTwenty Seven (27) 2.0 mm x 24 x 24 Hishilite DiffusersAdd: Delivery & Installers Subsistence P180.00Exhibit A-3 Delivery Receipt, dated 8 December 198119 pcs. 2.0 mm x 2 x2 Hishilite Diffusers P40.00Exhibit B-1 Delivery Receipt dated 25 June 1981Additional three (3) pcs. Light boxes fabricated from .032 Aluminum sheets P140.00Exhibit C-1 Delivery Receipt dated 25 August 1983To change alum tubular frames for sliding windows (item 10 & 11) from 45 L x to 94 x 74.To change width of one (1) set: item 1 from 126-1/2 to 132-1/2.To add: one (1) set 65H x 60 aluminum casement windows with 6.0 mm tinted glass.To extend alum tubulars of fixed windows on 2nd floor by 29L and installation of YP-aluminum cladding P8,640.00Exhibit C-2 Delivery Receipt dated 25 August 1983Hooven Alum Casement Windows Anolok Finish Manually Operated with 6.0 mm Bronzepane Tinted Glass:Five (5) sets: 65 x 126-1/2 with transomOne (1) set: 65 x 126-1/2 with AC provisionTwo (2) sets: 39-1/2 x 125-1/2 - do -One (1) set: 39-1/2 x 87 - do -One (1) set: 39-1/2 x 223 - do -One (1) set: 65 x 57-1/2 with transomOne (1) set: 65 x 74 - do - P42,530.00Hooven Alum Entrances & Fixed Windows Anolok Finish with 6.0 mm Bronzepane Tinted Glass:One (1) set: 100-1/2 x 76-1/2, double sash, double acting swing door, with transomTwo (2) sets: 80 x 278 fixed panels P21,740.00Exhibit C-3 Delivery Receipt dated 25 August 1983Hoven Alum Sliding Windows Fabricated from SD Sections Anolok Finish with 6.0 mm Bronzepane Tinted Glass:One (1) set: 45 x 191One (1) set: 45 x 302 P11,650.00Add: Delivery and Installation 7,500.00Less: 7% Discount 6,256.50 P77,163.50Exhibit D-1 Delivery Receipt dated 25 August 1983For the supply of materials and installation of aluminum stucco embossed sheet on spiral staircase: One (1) set 32 H x 304 WL P5,310.00Exhibit E-1 Delivery Receipt dated 25 August 1983NU- main and cross runnersNU-5 Perimeter mouldingsG.I. Wire HangersAluminum straps stiffenersBlind rivets and screws P17,057.00We have carefully and diligently considered the foregoing exhibits and we are fully convinced that the mass of documentary evidence adduced by respondent suffers from patent irregularities and material inconsistencies on their faces, raising serious questions requiring cogent explanations. These flaws inevitably deplete the weight of its evidence, with the result that for lack of the requisite quantum of evidence, respondent dismally failed in the lower court to discharge its burden necessary to prevail in this case.Firstly, the quantity of materials and the amounts stated in the delivery receipts do not tally with those in the invoices covering them, notwithstanding that, according to HOOVEN OIC Alberto Villanueva, the invoices were based merely on the delivery receipts.[8] For instance, only eleven (11) items were listed in Exhs. "C-2" and "C-3" with a total worth of P77,163.50. But in Exh. "C," which was the invoice for Exhs. "C-2" and "C-3," there were thirteen (13) items enumerated for a total worth of P85,803.50. If Exh. "C" is supposed to be based on Exhs. "C-2" and "C-3," we cannot understand the apparent discrepancy in the items listed in those documents when they all referred to the same materials.Secondly, the total value of the materials as reflected in all the invoices is P117,329.00 while under the delivery receipts it is only P112,870.50, or a difference of P4,458.00. Moreover, the materials listed in the two (2) Proposals, upon which HOOVEN based its