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623 Phil. 781

THIRD DIVISION

[ G.R. No. 175466, December 23, 2009 ]

BANK OF THE PHILIPPINE ISLANDS AS SUCCESSOR-IN-INTEREST OF FAR EAST BANK AND TRUST COMPANY, PETITIONER, VS. SMP, INC., RESPONDENT.

R E S O L U T I O N

NACHURA, J.:

Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court, assailing the Decision[1] dated August 16, 2006 and the Resolution[2] dated November 15, 2006 of the Court of Appeals (CA) in CA-G.R. CV No. 86055.

The facts of the case, as culled by the CA from the Decision[3] dated June 6, 2005 of the Regional Trial Court (RTC), Branch 92, Quezon City, in Civil Case No. Q-97-30372, entitled "SMP, Inc. v. Far East Bank and Trust Company, et al.," are as follows:

Sometime in January 1995, Maria Teresa Michaela Ong, as Sales Executive of SMP, Inc. undertook the acceptance and servicing of a purchase order of CLOTHESPAK MANUFACTURING PHILS. (Clothespak) for 4,000 bags or sacks of General purpose (GPS) polystyrene products. The ordered products were delivered, for which delivery receipts were issued. The total selling price of the products amounted to U.S. $118,500.00. As payment, Clothespak issued postdated checks in favor of plaintiff SMP and delivered the same to Maria Teresa Michaela Ong. When the same were deposited by SMP Inc. on their maturity dates, the drawee bank dishonored and returned said checks for the reason "Account Closed."

In the meantime, a case was filed by herein defendant Far East Bank and Trust Company against Clothespak for a recovery of sum of money with prayer for issuance of preliminary attachment. The Pasig Court granted and issued the writ dated March 14, 1995 in favor of the plaintiff bank. Real and personal properties of the defendants were levied and attached.

Thereafter, on March 28, 1995, SMP, Inc. filed an Affidavit of Third Party Claim in that Civil Case No. 65006, claiming ownership of the 4,000 bags of General Purpose (GPS) polystyrene products taken at Clothespak factory worth P3,096,405.00. With the filing by Far East Bank of the indemnity bond, the goods claimed were not released and the Pasig Court directed SMP, Inc. to ventilate its claim of ownership in a vindicatory action under Section 17, Rule 39 of the Revised Rules of Court. Meanwhile, Far East Bank obtained a favorable judgment against Clothespak. It has become final and executory which led to the implementation and enforcement of said decision against Clothespak's properties inclusive of the goods earlier attached. Hence, the instant case is filed by SMP, Inc. to recover from the attaching bank the value of the goods it claims ownership and for damages.

SMP, Inc. alleges that there was wrongful attachment of the goods for ownership of the same was never transferred to Clothespak. The former anchors its claim of ownership over the goods by virtue of the Provisional Receipt No. 4476 issued by Sales Executive Maria Teresa Michaela Ong to Clothespak with the words, "Materials belong to SMP Inc. until your checks clear." She testified during the trial that the above words were in her own handwriting. The said receipt was allegedly issued to Alex Tan of Clothespak after the checks, payment for the goods, were issued to her. It is asserted that despite receipt by Clothespak of the goods, ownership remained with SMP, Inc. until the postdated checks it issued were cleared.

Defendant bank, however, claims that the said provisional receipt was falsified to negate the terms of the Sales Invoices. The phrase, "materials belong to SMP, Inc. until your checks clear," was only an insertion of plaintiff's representative in her own handwriting. It did not bear the conformity of Clothespak. Further, defendant bank assails the admissibility of the receipt for it is a mere triplicate copy; the original and duplicate copies were not presented in court, in violation of the Best Evidence Rule. Neither was there secondary evidence presented to conform to the rule.

Defendant asserted that the buyer Clothespak had already acquired ownership over the goods at the time of attachment. As the delivery receipts clearly showed that the goods had already been delivered and received by the buyer subject to the terms and conditions of the sales invoices where it was provided that the sales is (sic) "F.O.B." with the loss and/or damage to the goods in transit being for the buyer's account. As provided by law, the ownership of the thing is acquired by the vendee from the moment of delivery in any of the ways therein specified or in any manner signifying an agreement that the possession is transferred to the vendee, and the thing sold is considered delivered when placed in the control and possession of the said vendee.

The main issue presented is whether at the time of the attachment, plaintiff still owned the goods levied upon, or ownership thereof had already passed to Clothespak Manufacturing. After carefully studying the different contentions of both parties and the pieces of evidence they have submitted, the Courts (sic) finds in favor of the plaintiff. [4]

The dispositive portion of the RTC Decision reads:

WHEREFORE, judgment is hereby rendered in favor of the plaintiff and against defendant Far East Bank and Trust Company (now Bank of the Philippine Islands), ordering the latter to pay the former the sum of Two Million Nine Hundred Sixty Three Thousand Forty One Pesos and Fifty Three Centavos (P2,963,041.53) as actual damages, plus costs of suit.

SO ORDERED.[5]

On appeal, the CA affirmed in toto the RTC decision in a Decision[6] dated August 16, 2006. Petitioner filed a motion for reconsideration but the CA denied the same in a Resolution[7] dated November 15, 2006.

Hence, this petition.

Petitioner submitted this sole issue for resolution:

WHETHER OR NOT THE HONORABLE COURT OF APPEALS ERRED IN RULING THAT THERE WAS A WRONGFUL ATTACHMENT THUS AFFIRMING THE DECISION OF THE COURT A QUO THAT THE GOODS ATTACHED WERE STILL OWNED BY SMP, INC., NOT [BY] CLOTHESPACK, WHEN THEY WERE ATTACHED.[8]

We find the petition bereft of merit.

A distinction between a contract to sell and a contract of sale is helpful in order to determine the true intention of the parties. In a contract of sale, the title to the property passes to the vendee upon the delivery of the thing sold; while in a contract to sell, ownership is, by agreement, reserved for the vendor and is not to pass to the vendee until full payment of the purchase price.[9] In a contract of sale, non-payment of the price is a negative resolutory condition. In a contract to sell, full payment is a positive suspensive condition. In a contract of sale, the vendor loses and cannot recover ownership of the thing sold until and unless the contract of sale is itself resolved and set aside. In a contract to sell, the title remains with the vendor if the vendee does not comply with the condition precedent of making payment at the time specified in the contract.[10] In a contract to sell, the payment of the purchase price is a positive suspensive condition, the failure of which is not a breach, casual or serious, but a situation which prevents the obligation of the vendor to convey title from acquiring an obligatory force.[11]

In the instant case, ownership of the general purpose polystyrene products was retained by SMP, Incorporated (SMP) until after the checks given as payment by Clothespak Manufacturing Philippines (Clothespak) cleared. This was evidenced by a provisional receipt issued by SMP to Clothespak. The agreement between SMP and Clothespak involved a contract to sell defined under Article 1478 of the Civil Code.

On the other hand, the stipulation that the loss or destruction of the products during transit is on the account of Clothespak, as buyer of the products, is of no moment. This does not alter the nature of the contract as a contract to sell. The free on board stipulation on the contract can coexist with the contract to sell. Otherwise stated, the provisions or stipulations in the contract -- for the reservation of the ownership of a thing until full payment of the purchase price and for the loss or destruction of the thing would be on account of the buyer -- are valid and can exist in conjunction with the other.

In order to discredit the claim of ownership by SMP, petitioner questions the admissibility of the receipt presented by the former, wherein the ownership was reserved for the buyer until after full payment of the purchase price. Petitioner claims that the same was inadmissible in evidence and was in contravention of the best evidence rule. We beg to disagree.

The best evidence rule is the rule which requires the highest grade of evidence obtainable to prove a disputed fact. Although there are certain recognized exceptions when the subject of inquiry is the contents of a document, no evidence shall be admissible other than the original document itself.[12]

However, in the instant case, contrary to petitioner's contention, the receipt presented by SMP is deemed as an original, considering that the triplicate copy of the provisional receipt was executed at the same time as the other copies of the same receipt involving the same transaction. Section 4, Rule 130 of the Rules of Court provides:

Sec. 4. Original of document. --

(a) The original of the document is one the contents of which are the subject of inquiry.

(b) When a document is in two or more copies executed at or about the same time, with identical contents, all such copies are equally regarded as originals.

(c) When an entry is repeated in the regular course of business, one being copied from another at or near the time of the transaction, all the entries are likewise equally regarded as originals.

WHEREFORE, in view of the foregoing, the instant petition is DENIED for lack of merit. The Decision dated August 16, 2006 and the Resolution dated November 15, 2006 of the Court of Appeals in CA-G.R. CV No. 86055 are hereby AFFIRMED.

Costs against petitioner.

SO ORDERED.

Corona, (Chairperson), Velasco, Jr., Peralta, and Del Castillo,* JJ., concur.



* Additional member per Special Order No. 805 dated December 4, 2009.

[1] Penned by Associate Justice Enrico A. Lanzanas, with Associate Justices Bienvenido L. Reyes and Jose C. Reyes, Jr., concurring; rollo, pp. 24-33.

[2] Id. at 35-37.

[3] Penned by Presiding Judge Samuel H. Gaerlan; records, Vol. II, pp. 572- 575.

[4] Id. at 573- 574.

[5] Id. at 575.

[6] Supra note 1.

[7] Supra note 2.

[8] Rollo, p. 12.

[9] Rivera v. del Rosario, 464 Phil. 783 (2004).

[10] Spouses Dijamco v. Court of Appeals, 483 Phil. 203 (2004).

[11] Rivera v. del Rosario, supra note 9.

[12] Rules of Court, Section 3, Rule 130, Sec. 3 reads:

Sec. 3. Original document must be produced; exceptions. -- When the subject of inquiry is the contents of a document, no evidence shall be admissible other than the original document itself, except in the following cases:

(a)
When the original has been lost or destroyed, or cannot be produced in court, without bad faith on the part of the offeror;
(b)
When the original is in the custody or under the control of the party against whom the evidence is offered, and the latter fails to produce it after reasonable notice;
(c)
When the original consists of numerous accounts or other documents which cannot be examined in court without great loss of time and the fact sought to be established from them is only the general result of the whole; and
(d)
When the original is a public record in the custody of a public officer or is recorded in a public office.

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