460 Phil. 592
CARPIO MORALES, J.:
There is no question that under the said supplementary contract of employment, it is the duty of the employer, petitioners herein, to insure the employee, during his engagement, against death and permanent invalidity caused by accident on board up to $50,000.00. Consequently, it is also its concomitant obligation to see to it that the claim against the insurance company is duly filed by private respondent or in his behalf, and within the time provided for by the terms of the insurance contract.This decision had become final and executory.
In this case, the private respondent met the accident on October 6, 1983. Since then, he was hospitalized at the Suez Canal Authority Hospital and thereafter he was repatriated to the Philippines wherein he was also hospitalized from October 22, 1983 to March 27, 1984. It was only on August 19, 1985 that he was issued a medical certificate describing his disability to be permanent in nature. It was not possible for private respondent to file a claim for permanent disability with the insurance company within the one-year period from the time of the injury, as his disability was ascertained to be permanent only thereafter. Petitioners did not exert any effort to assist private respondent to recover payment of his claim from the insurance company. They did not even care to dispute the finding of the insurer that the claim was not filed on time. Petitioners must, therefore, be held responsible for its omission, if not negligence, by requiring them to pay the claim of private respondent. (Emphasis and underscoring supplied)
In a SPECIAL POWER OF ATTORNEY dated May 19, 1987,[7] NAVALES, "acting for and on behalf of Arawa Bay Shipping Co. Pte Ltd.," named, constituted and appointed SEASCORP as its authorized attorney-in-fact in the hiring, placement and employment of Filipino seamen to, among other things, sue and be sued in ARAWA BAY SHIPPING'S name, place and stead, "subject however to the provisions of the Manning Agency Agreement dated April 10, 1987 executed by NAVALES, acting on behalf of ARAWA BAY, and SEASCORP;" and to assume jointly and solidarily with ARAWA BAY SHIPPING any liability that may arise in connection with the workers' contract and/or implementation of the employment contract and other terms and conditions of the appointment as defined and spelled out in the Manning Contract."
- ARAWA BAY
x x x x
SEASCORP was to claim later that this Affidavit was copied by its employees from a copy of the POEA.x x x
- That SEASCORP has been appointed as the manning agent of NAVALES SHIPMANAGEMENT & MARINECONSULTING PTE, LTD. ("NAVALES") of Maxwell House, 20 Maxwell Raod, Singapore to recruit Filipino crews for its shipping;
- That as NAVALES' appointed manning agent in the Philippines, SEASCORP is able, willing and ready to assume any and all liabilities that may arise or that may have arisen with respect to seamen recruited and deployed by SEAGULL MARITIME CORPORATION ("SEAGULL") for NAVALES and hereby assumes full and complete responsibility over all seamen/workers originally recruited and deployed by SEAGULL for NAVALES. (Underscoring supplied)
As reflected earlier, on appeal to the Court of Appeals, the decision of the trial court was affirmed, in this wise:If the defendant's intention was indeed to limit its assumption of responsibility/liability to the vessel "Arawa Bay" only, it should have stated explicitly in the affidavit just as what others do in similar affidavit of undertaking of the same nature. Defendant's contention that the affidavit was made by defendant's employees and copied from POEA's copy can not be sustained. This is completely belied by the fact that Mr. Dalusong is not new in this line of business thus it could be said that he and his staff are well-versed in these matters including affidavits of such nature. It could be safely assumed that Mr. Dalusong who is familiar with the affidavit was aware of the contents of the document when he signed it. The issue of whether or not there was a mistake of fact on the part of the defendant, this Court could not see any valid consideration in favor of the defendant more so with its President, Mr. Romeo Dalusong who is a lawyer and who knows the importance of reading first the contents of a document before affixing his signature and the extent or limit of liability that they are assuming.
Clearly therefore, the defendant was the one who caused the obscurity when they omitted the extent of liability, hence such obscurity must be construed against it. Otherwise, stated, if the document is clear and definite, its literal meaning shall prevail.
Considering also the cross-examination on Mr. Dalusong, he said that he came to know the first time that Navales is represented in the Philippines by Seagull prior to the accreditation because POEA required him to execute an affidavit of undertaking. Then, later he also stated that he came to know the first time that Seagull is handling other vessels for Navales in the Philippines only when he received a demand letter from Atty. Prudencio Cruz.
Ordinarily, no businessman would just enter into an agreement like this manning agreement with a principal without asking who are its previous or present manning agents, if there was any. Of course, he would inquire into its standing, credit and prestige. You just do not draft an agreement with no other inquiries. In the ordinary course of business where businessmen are regarded as shrewd, it would be unbelievable for the defendant not to have inquired or researched about any other manning agreement, more so about other vessels which could mean more business. At this point, it would be interesting to note that neither the plaintiff was notified of the new manning agreement by the defendant Navales.x x x
The name Arawa Bay in the crewing agreement would not be given much weight because of what appears to be a catch. In the crewing agreement, their liability is limited while in the affidavit of undertaking it covers all the vessels. The presence of this conflicting, inconsistent and ambiguous construction in the document would therefore lead to an interpretation against the party who caused the same. In the case at bar, it is the defendant.
Defendant-appellant SEASCORP faults the trial court for its conclusion that "the affidavit of undertaking is clear, plain and explicit ad the same covers all the vessels of NAVALES" It is argued that if the whole context of the affidavit as well as the circumstances surrounding its execution is considered, the affidavit would cover only the vessel "Arawa Bay."Hence, the present petition for review on certiorari anchored upon the following grounds:
According to defendant-appellant, the statement in the affidavit that "full and complete responsibility over all seamen/workers originally recruited and deployed by Seagull for Navales", is qualified by paragraph 2 of the affidavit which reads:"That Seascorp has been appointed as the manning agent of Navales and Shipmanagement and Marine Consulting (PTE) Ltd. (NAVALES) of Maxwell House 20 Maxwell Road, Singapore to recruit Filipino crews for its ship."The appointment referred to in par. 2 is allegedly embodied in the Special Power of Attorney and in the Manning Agency Agreement. Its appointment as manning agent is only for and in behalf of Arawa Bay Shipping.
We are not convinced. The time-honored rule is that when the terms are so clear and explicit that they do not justify an attempt to read into it any alleged intention of the party, the terms are to be understood literally just as they appear on the face of the document sought to be interpreted.
We cannot consider the special power of attorney and the crewing agreement in determining the extent of defendant-appellant's liability because the language of the affidavit is so clear and simple that it leaves no room for interpretation. Besides, the special power of attorney and the crewing agreement are entirely distinct documents. The purpose of these documents is to govern the relationship between the NAVALES, as principal, and its manning agent, defendant-appellant. (Underscoring supplied)
As earlier stated, SEAGULL was the manning agent of NAVALES which was acting for and on behalf of OYSTER SHIPPING, TURTLE BAY SHIPPING and KOALA SHIPPING. Upon the other hand, SEASCORP was the manning agent of NAVALES which was acting for and on behalf of ARAWA BAY SHIPPING.I
THE LOWER COURT ERRED WHEN IT FOUND THE DEFENDANT LIABLE TO PLAINTIFF'S CLAIM SOLELY ON THE BASIS OF PARAGRAPH 3 OF THE AFFIDAVIT OF UNDERTAKING EXECUTED BY THE DEFENDANT ON APRIL 10, 1987.
II
THE LOWER COURT ERRED WHEN IT FOUND THE DEFENDANT LIABLE TO PLAINTIFF'S CLAIM NOTWITHSTANDING THE FINDING OF THE SUPREME COURT IN THE CASE OF SEAGULL MARITIME CORPORATION, ET AL. VS. NERRY BALATONGAN, ET AL. G. R. NO. 82252, February 28, 1989) THAT PLAINTIFF HAD BEEN NEGLIGENT IN THE PERFORMANCE OF ITS OBLIGATION TOWARDS SEAMEN NERRY BALATONGAN.[10] (Underscoring in the original)
ART. 1370. If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.As the second paragraph of above-quoted Article 1370 states, however, if the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former.
If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former.
ART. 1374. The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly,and Velasco v. CA, 309 SCRA 539 (1999) wherein this Court held that that doctrine "finds support in the principle that the surety contract is merely an accessory contract and must be interpreted with its principal."
Sec. 13. Interpretation according to circumstances. - For the proper construction of an instrument, the circumstances under which it was made, including the situation of the subject thereof and of the parties to it, may be shown, so that the judge may be placed in the position of those whose language he is to interpret. (Underscoring supplied)Applying this Rule, since the Affidavit of Understanding stated that SEASCORP had been appointed as the manning agent of NAVALES to recruit Filipino seamen for its ships, reference to the Manning Agency Agreement between the two is in order.