Yu Tek & Co. v Gonzales 2.
(Main Issue) Whether there is a perfected sale – NO
a. This court has consistently held that there is a perfected sale with regard
Subject Matter of the Sale – Generic Things | Feb 1, 1915| J. Trent to the “thing” whenever the article of sale has been physically segregated
Digest maker: Herrera from all other articles.
Summary: A contract was executed between Mr. Gonzales and Yu Tek & Co for the sale of
i. In the case at bar, the undertaking of the defendant was to sell to
600 “piculs” of sugar for PHP 3,000, and a clause for rescission plus liquidated damages of
the plaintiff 600 piculs of sugar of the first and second classes.
PHP 1,200 in case the sugar was not delivered. Due to a near total failure of his crop, Mr.
Was this an agreement upon the “thing” which was the object of
Gonzales was not able to deliver. Yu Tek is claiming the liquidated damages, and Mr.
the contract? For the purpose of sale its bulk is weighed, the
Gonzales says that the object of his contract of sale was on the specific crop of his sugar, and
customary unit of weight being denominated a “picul.”
as it did not materialize, he could not have sold it.
ii. If called upon to designate the article sold, it is clear that the
DOCTRINE: For a perfected sale to occur with regard to the “thing”, the “thing” must be defendant could only say that it was “sugar.” He could only use
determinate, and if a generic thing, must have been physically segregated from the rest.
this generic name for the thing sold. There was no
“appropriation” of any particular lot of sugar. Neither party could
Contract: point to any specific quantity of sugar and say: “This is the article
which was the subject of our contract.”
That Mr. Basilio Gonzalez hereby acknowledges receipt of the sum of P3,000 b. We conclude that the contract in the case at bar was merely an executory
Philippine currency from Messrs. Yu Tek and Co., and that in consideration of said agreement; a promise of sale and not a sale. (No delivery, no perfection of
sum be obligates himself to deliver to the said Yu Tek and Co., 600 piculs of sugar of the contract)
the first and second grade, according to the result of the polarization, within the i. At there was no perfected sale, it is clear that articles 1452, 1096,
period of three months, beginning on the 1st day of January 1912, and ending on the
and 1182 (Now Art. 1480, 1165, 1262 in the NCC respectively) are
31st day of March of the same year, 1912.
not applicable.
That the said Mr. Basilio Gonzales obligates himself to deliver to the said Messrs. Yu
3. Whether liquidated damages should be awarded to Yu Tek- YES
Tek and Co., of this city the said 600 piculs of sugar at any place within the said
municipality of Santa Rosa which the said Messrs. Yu Tek and Co., or a a. The contract plainly states that if the defendant fails to deliver the 600
representative of the same may designate. piculs of sugar within the time agreed on, the contract will be rescinded,
That in case the said Mr. Basilio Gonzales does not deliver to Messrs. Yu Tek and Co. and he will be obliged to return the P3,000 and pay the sum of P1,200 by
the 600 piculs of sugar within the period of three months, referred to in the second way of indemnity for loss and damages.
paragraph of this document, this contract will be rescinded and the said Mr. Basilio i. There cannot be the slightest doubt about the meaning of this
Gonzales will then be obligated to return to Messrs. Yu Tek and Co. the P3,000 language or the intention of the parties. There is no room for
received and also the sum of P1,200 by way of indemnity for loss and damages. either interpretation or construction.
Facts:
A contract was executed between Mr. Gonzales and Yu Tek & Co for the sale of 600 Ruling: For the foregoing reasons the judgment appealed from is modified by allowing the
“piculs” of sugar for PHP 3,000, and a clause for rescission plus liquidated damages recovery of P1,200 under paragraph 4 of the contract. As thus modified, the judgment
of PHP 1,200 in case the sugar was not delivered. appealed from is affirmed, without costs in this instance.
Due to a near total failure of his crop, Mr. Gonzales was not able to deliver. He seeks
to exonerate himself by claiming that the subject of the contract was the specific sugar
to be secured from the failed crop, and as such, due to the loss of the thing due, he is
relieved from complying with the contract.
Issues:
1. Whether compliance of the obligation to deliver depends upon the production in
defendant’s plantation - NO
a. “There is not the slightest intimation in the contract that the sugar was to be
raised by the defendant.” Parties are presumed to have reduced to writing
all the essential conditions of their contract.
i. It may be true that defendant owned a plantation and expected
to raise the sugar himself, but he did not limit his obligation to
his own crop of sugar.
ii. Our conclusion is that the condition which the defendant seeks to
add to the contract by parol evidence cannot be considered. The
rights of the parties must be determined by the writing itself.
