EN BANC
PROVIDENT
INSURANCE
CORP.,
Petitioner,
G.R.
No.
118030
January 15, 2004
-versus-
HONORABLE COURT
OF APPEALS
AND AZUCAR SHIPPING
CORP.,
Respondents.
D E C I S I
O N
YNARES-SANTIAGO,
J.:chanroblesvirtuallawlibrary
This is a petition for
review under Rule 45 of the Rules of Court assailing the Decision of
the
Court of Appeals dated November 15, 1994, which affirmed the appealed
Orders
dated August 12, 1991 and February 4, 1992 issued by the Regional Trial
Court of Manila, Branch 51, in Civil Case No. 91-56167.
The pertinent facts
as culled from the stipulation of facts submitted by the parties are as
follows:
On or about June 5,
1989, the vessel MV "Eduardo II" took and received on board at Sangi,
Toledo
City a shipment of 32,000 plastic woven bags of various fertilizer in
good
order and condition for transportation to Cagayan de Oro City. The
subject
shipment was consigned to Atlas Fertilizer Corporation, and covered by
Bill of Lading No. 01 and Marine Insurance Policy No. CMI-211/89-CB.cralaw:red
Upon its arrival at
General Santos City on June 7, 1989, the vessel MV "Eduardo II" was
instructed
by the consignee's representative to proceed to Davao City and deliver
the shipment to its Davao Branch in Tabigao.cralaw:red
On June 10, 1989, the
MV "Eduardo II" arrived in Davao City where the subject shipment was
unloaded.
In the process of unloading the shipment, three bags of fertilizer fell
overboard and 281 bags were considered to be unrecovered spillages.
Because
of the mishandling of the cargo, it was determined that the consignee
incurred
actual damages in the amount of P68,196.16.chanrobles virtuallaw libraryred
As the claims were not
paid, petitioner Provident Insurance Corporation indemnified the
consignee
Atlas Fertilizer Corporation for its damages. Thereafter, petitioner,
as
subrogee of the consignee, filed on June 3, 1991 a complaint against
respondent
carrier seeking reimbursement for the value of the losses/damages to
the
cargo.cralaw:red
Respondent carrier moved
to dismiss the complaint on the ground that the claim or demand by
petitioner
has been waived, abandoned or otherwise extinguished for failure of the
consignee to comply with the required claim for damages set forth in
the
first sentence of Stipulation No. 7 of the bill of lading, the full
text
of which reads
7. All claims for
damages
to the goods must be made to the carrier at the time of delivery to the
consignee or his agent if the package or containers show exterior sign
of damage, otherwise to be made in writing to the carrier within
twenty-four
hours from the time of delivery. Notice of loss due to delay must be
given
in writing to the carrier within 30 days from the time the goods were
ready
for delivery, or in case of non-delivery or misdelivery of shipment the
written notice must be given within 30 days after the arrival at the
port
of discharge of the vessels on which the goods were received in case of
the failure of the vessel on which the goods were shipped to arrived at
the port of discharge, misdelivery must be presented in writing to the
carrier within two months after the arrival of the vessel of the port
of
discharge or in case of the failure of the vessel in which the goods
were
shipped to arrive at the port of discharge written claims shall be made
within 30 days of the time the vessel should have arrived. The giving
of
notice and the filing of claims as above provided shall be conditions
precedent
to the securing of the right of actions against the carrier for losses
due to delay, non-delivery, or misdelivery. In the case of damage to
goods,
the filing of the suit based upon claims arising from damage, delay,
non-delivery
or mis-delivery shall be instituted within one year from the date of
the
accrual of the right of action. Failure to institute judicial
proceedings
as herein provided shall constitute a waiver of the claim or right of
action,
and no agent nor employee of the carrier shall have authority to waive
any of the provisions or requirements of this bill of lading. Any
action
by the ship owner or its agents or attorneys in considering or dealing
with claims where the provisions or requirements of this bill of lading
have not been complied with shall not be considered a waiver of such
requirements
and they shall not be considered as waived except by an express waiver.[1]
(italics supplied)
The trial court, in
an Order dated August 12, 1991, found the motion to dismiss well taken
and accordingly, dismissed the complaint.[2]
Petitioner filed a motion
for reconsideration which the trial court, in an Order dated February
4,
1992, denied.[3]
Aggrieved by the lower
court's decision, petitioner appealed to the Court of Appeals. On
November
15, 1994, the Court of Appeals rendered the assailed decision which
affirmed
the lower court's Orders dated August 12, 1991 and February 4, 1992.[4]
Hence, this petition raising the lone error that –chanrobles virtuallaw libraryred
THE HONORABLE COURT
OF APPEALS HAS DECIDED THE QUESTION IN ISSUE NOT IN ACCORDANCE WITH THE
PURPOSE FOR WHICH THE LAW WAS ESTABLISHED AND CONTRARY TO THE EXISTING
JURISPRUDENCE.[5]
In support of its petition,
petitioner contends that it is unreasonable for the consignee Atlas
Fertilizer
Corporation to be required to abide by the provisions of Stipulation
No.
7 of the bill of lading. According to petitioner, since the place of
delivery
was remote and inaccessible, the consignee cannot be expected to have
been
able to immediately inform its main office and make the necessary claim
for damages for the losses and unrecovered spillages in the subject
cargo.cralaw:red
Petitioner further argues
that the contents of the bill of lading are printed in small letters
that
no one would bother to read them, as they are difficult to read.cralaw:red
Finally, petitioner
avers that from June 13 to 18, 1987, the vessel's Chief Officer
supervised
the unloading of the shipment and thereafter signed a discharging
report
attesting to the fact of loss and unrecovered spillages on the cargo.
Thus,
petitioner argues that respondent carrier's knowledge of the loss and
spillages
was substantial compliance with the notice of claim required under
Stipulation
No. 7 of the bill of lading.cralaw:red
The petition is bereft
of merit.cralaw:red
It is a fact admitted
by both parties that the losses and damages were caused by the
mishandling
of the cargo by respondent carrier. There is also no dispute that the
consignee
failed to strictly comply with Stipulation No. 7 of the Bill of Lading
in not making claims for damages to the goods within the twenty-four
hour
period from the time of delivery, and that there was no exterior sign
of
damage of the goods. Consequently, the only issue left to be resolved
is
whether the failure to make the prompt notice of claim as required is
fatal
to the right of petitioner to claim indemnification for damages.cralaw:red
The bill of lading defines
the rights and liabilities of the parties in reference to the contract
of carriage. Stipulations therein are valid and binding in the absence
of any showing that the same are contrary to law, morals, customs,
public
order and public policy. Where the terms of the contract are clear and
leave no doubt upon the intention of the contracting parties, the
literal
meaning of the stipulations shall control.chanrobles virtuallaw libraryred
In light of the foregoing,
there can be no question about the validity and enforceability of
Stipulation
No. 7 in the bill of lading. The twenty-four hour requirement under the
said stipulation is, by agreement of the contracting parties, a sine
qua
non for the accrual of the right of action to recover damages against
the
carrier. The wisdom of this kind of proviso has been succinctly
explained
in Consunji v. Manila Port Service, where it was held:
Carriers and depositaries
sometimes require presentation of claims within a short time after
delivery
as a condition precedent to their liability for losses. Such
requirement
is not an empty formalism. It has a definite purpose, i.e., to afford
the
carrier or depositary a reasonable opportunity and facilities to check
the validity of the claims while the facts are still fresh in the minds
of the persons who took part in the transaction and the document are
still
available.[6]
Considering that a prompt
demand was necessary to foreclose the possibility of fraud or mistake
in
ascertaining the validity of claims, there was a need for the consignee
or its agent to observe the conditions provided for in Stipulation No.
7. Hence, petitioner's insistence that respondent carrier had knowledge
of the damage because one of respondent carrier's officers supervised
the
unloading operations and signed a discharging report, cannot be
construed
as sufficient compliance with the aforementioned proviso. The Discharge
Report is not the notice referred to in Stipulation No. 7, hence, its
accomplishment
cannot be considered substantial compliance of the requirement embodied
therein. Moreover, a reading of the first paragraph of Stipulation No.
7 will readily show that upon the consignee or its agent rests the
obligation
to make the necessary claim within the prescribed period and not merely
rely on the supposed knowledge of the damages by the carrier.chanrobles virtuallaw libraryred
Petitioner also makes
much of the fact that it had nothing to do with the preparation of the
bill of lading. Worse, according to petitioner, the bill of lading,
particularly
Stipulation No. 7, was printed in very small letters that no one would
be minded to closely examine the contents thereof and understand its
legal
implications.cralaw:red
We are not persuaded.
A bill of lading is in the nature of a contract of adhesion, defined as
one where one of the parties imposes a ready-made form of contract
which
the other party may accept or reject, but which the latter cannot
modify.
One party prepares the stipulation in the contract, while the other
party
merely affixes his signature or his "adhesion" thereto, giving no room
for negotiation and depriving the latter of the opportunity to bargain
on equal footing. Nevertheless, these types of contracts have been
declared
as binding as ordinary contracts, the reason being that the party who
adheres
to the contract is free to reject it entirely.[7]
After it received the
bill of lading without any objection, consignee Atlas Fertilizer
Corporation
was presumed to have knowledge of its contents and to have assented to
the terms and conditions set forth therein. The pronouncement by this
Court
in Magellan Manufacturing Marketing Corp. v. Court of Appeals may be
cited
by analogy –
The holding in most
jurisdictions has been that a shipper who receives a bill of lading
without
objection after an opportunity to inspect it, and permits the carrier
to
act on it by proceeding with the shipment is presumed to have accepted
it as correctly stating the contract and to have assented to its terms.
In other words, the acceptance of the bill without dissent raises the
presumption
that all the terms therein were brought to the knowledge of the shipper
and agreed to by him and, in the absence of fraud or mistake, he is
estopped
from thereafter denying that he assented to such terms.[8]
(italics supplied)chanrobles virtuallaw libraryred
In this regard, we also
quote with approval the lower court's view on the matter when it said:
It is very clear that
the Bill of Lading provides for the time or period within which a claim
should be made or suit filed in Court. Plaintiff or Atlas Fertilizer
Corporation
failed on this score. Moreover, Atlas Fertilizer Corporation could not
claim ignorance of the contents of the Bill of Lading just because the
printed letters are so small that they are hard to read or that the
shipper
did not sign it for Atlas Fertilizer Corporation being a regular
shipper
and a big corporation. Plaintiff is presumed to know the contents
thereof
for the reason that this is the very document (Annex "A" of the
complaint)
where plaintiff relied its suit.[9]
We are likewise not
inclined to lend credence to petitioner's allegation that the lack of
communications
facilities in the place of delivery prevented the consignee from making
a prompt claim for recovery of damages as prescribed by Stipulation No.
7. It is indeed hard to believe that Atlas Fertilizer Corporation,
being
an established corporation and a regular shipper, would be so inept as
not to have the necessary facilities to at least monitor, in the form
of
communications equipment, the condition of its large shipment involving
32,000 bags of fertilizer. As pointed out by the appellate court, at
this
day and age of advanced telecommunications and modern transportation,
even
in the year 1989, the time limitation provided for in Stipulation No. 7
are just and reasonable.chanrobles virtuallaw libraryred
WHEREFORE, in view of
all the foregoing, the petition is DENIED. The Decision of the Court of
Appeals in CA-G.R. CV No. 36498 is AFFIRMED in toto.cralaw:red
SO ORDERED.cralaw:red
Davide, Jr., C.J., (Chairman),
Panganiban, Carpio, and Azcuna, JJ.,
concur.
____________________________
Endnotes:
[1]
Annex "A", Complaint, p. 5.
[2]
Court of Appeals, Original Records, p. 34.
[3]
Id., p. 35.chanrobles virtuallaw libraryred
[4]
Rollo, pp. 28-33; penned by Associate Justice Alicia Austria-Martinez
(now
a Member of this Court), concurred in by Associate Justices Jaime M.
Lantin
and Conrado M. Vasquez, Jr.
[5]
Rollo, p. 15.chanrobles virtuallaw libraryred
[6]
110 Phil. 231 (1960).
[7]
Philippine Commercial International Bank v. Court of Appeals, 325 Phil.
588 (1996).
[8]
G.R. No. 95529, 22 August 1991, 201 SCRA 102.
[9]
Court of Appeals, Original Records, p. 34. |