CASE DIGEST: IFT vs. Danzas Intercontinental

G.R. No. 181833, January 26, 2011

INTERNATIONAL FREEPORT TRADERS, INC., petitioner, vs. DANZAS INTERCONTINENTAL, INC., respondent.

ABAD, J.:


FACTS:

The facts show the existence of several contracts: one between IFTI and Jacobs, another between Jacobs and Danmar, and still another between Danmar and OOCL. IFTI bought chocolates and confectioneries from Jacobs; Jacobs got Danmar to deliver the goods to its destination; Danmar got OOCL to carry the goods for it by ship to Manila. For this purpose, Danmar paid OOCL an arbitrary fee to process the release of the goods from the port of Manila and deliver the same to Clark. In all these transactions,Danzas acted as an agent of Danmar who signed the house bills of lading in favor of Jacobs.

Upon learning from Danmar that the goods had been shipped, Danzas immediately informed IFTI of its arrival. IFTI prepared the import permit needed for the clearing and release of the goods from the Bureau of Customs. When Danzas got the import permit, it asked IFTI to 1) surrender the original bills of lading to secure the release of the goods, and 2) submit a bank guarantee inasmuch as the shipment was consigned to China Banking Corporation to assure Danzas that it will be compensated for freight and other charges.

IFTI faxed another letter reiterating its request that the goods be released pending payment of whatever charges Danzas had incurred for the release and delivery of the goods to Clark. IFTI promised to pay Danzas any charges within five days upon delivery of the goods as soon as the investigation as to which company will shoulder the expenses is settled. Danzas agreed to charge IFTI only the electric charges and storage fees. In turn, IFTI agreed to give Danzas another opportunity to service its account. However, subsequently, Danzas wrote IFTI, demanding payment of P181,809.45 for its handling of the shipment. IFTI ignored the demand. Thereafter, Danzas filed separate complaints for sum of money against IFTI and OOCL before the Metropolitan Trial Court (MeTC) ofParaque City, Branch 78. The court subsequently dismissed the complaint against OOCL after it settled the case amicably.

In the main, Danzas claimed that IFTI engaged its services for P181,809.45 to process the release of the goods from the port and deliver it to IFTI at Clark but the latter reneged on its obligation, compelling Danzas to file the suit.

IFTI countered that it had no liability to Danzas since IFTI was not privy to the hiring of Danzas. Following normal procedure, IFTI coursed the import permit to Danzas since it was the party that issued the house bills of lading. IFTI added that under arbitrary shipments, imported goods are allowed to stay free of charge in the port for three working days and in the storage for five to six calendar days. Storage fees, electricity charges, and demurrage become due only after such period. In this case, IFTI informedDanzas on May 20, 1997 to pick up the import permit but Danzas picked it up only on May 26, 1997. And instead of endorsing it with the bills of lading to OOCL, Danzas itself processed the release of the goods. Since Danzas failed to process the release or transshipment of the goods within the three-day period, then it should shoulder the respective charges.

The MeTC rendered a decision in favor of Danzas. However, on appeal, the RTC dismissed the complaint. Danzas elevated the case to the CA, which reversed the RTC decision.

ISSUE: Whether the CA erred in reversing the RTC decision, thereby ruling that the parties had a perfected contract and that IFTI is indeed liable to Danzas.

HELD: The petition is unmeritorious.

CIVIL LAW - Contracts

What is clear to the Court is that, by acceding to all the documentary requirements that Danzas imposed on it, IFTI voluntarily accepted its services. The bank guarantee IFTI gave Danzas assured the latter that it would eventually be paid all freight and other charges arising from the release and delivery of the goods to it.

Another indication that IFTI recognized its contract with Danzas is when IFTI requested Danzas to have the goods released pending payment of whatever expenses the latter would incur in obtaining the release and delivery of the goods at Clark. It also admitted that it initially settled with Danzas General Manager and OOCLs Mabazza the issue regarding the charges on the goods after Danzasagreed to bill IFTI for the electric charges and storage fees totaling P56,000.00. Certainly, this concession indicated that their earlier agreement did not push through.

Every contract has the elements of (1) consent of the contracting parties; (2) object certain which is the subject matter of the contract; and (3) cause of the obligation which is established. A contract is perfected by mere consent, which is manifested by the meeting of the offer and the acceptance upon the thing and the cause which are to constitute the contract.

Generally, contracts undergo three distinct stages: (1) preparation or negotiation; (2) perfection; and (3) consummation.Negotiation begins from the time the prospective contracting parties manifest their interest in the contract and ends at the moment of agreement of the parties. The perfection or birth of the contract takes place when the parties agree upon the essential elements of the contract. The last stage is the consummation of the contract where the parties fulfill or perform the terms they agreed on, culminating in its extinguishment. Here, there is no other conclusion than that the parties entered into a contract of lease of service for the clearing and delivery of the imported goods.

Petition is DENIED.

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