Martin v. Agusan Coconut Company

Republic of the Philippines SUPREME COURT Manila EN BANC G.R. No. 30427 August 12, 1929 HARRY MARTIN, plaintiff-appellant, vs. AGUSAN COCONUT COMPANY, defendant-appellee. J. W. Ferrier for appellant. DeWitt, Perkins and Brady for appellee.

STATEMENT Plaintiff is a resident of the City of Manila. The defendant is a corporation organized under the laws of the State of Delaware, of the United States, and duly licensed to do business in the Philippine Islands. Plaintiff alleges that on October 11, 1918, he executed a mortgage to the defendant for P5,000 upon 103 head of his cattle then upon the Islands of Siassi, Province of Sulu; that in the early part of 1919, he executed another mortgage to the defendant on 70 head of other cattle, to secure the payment of P2,800, of which to this date he has received P800 only; that in August, 1920, and upon the advice of Dean C. Worcester, who was then the general manager of the defendant , 203 head of the cattle of the plaintiff were taken by the schooner Agusan of the defendant to what is known as the Diklom Ranch, and in November, 1920, the plaintiff and defendant entered into a written agreement of and concerning the cattle a copy of which is made a part of the complaint, in and by which 203 head of cattle were delivered to the defendant upon certain specified terms and conditions, including which was the "Cost of transportation to Diklom,"

"Care of animals," "Cost of care of animals," "Cost of certificate of registration and transfer,"

"Cost of property taxes," "Method of payment of costs of certificate of registration and of transfer and of property taxes," "Breeding Bulls,"

"Sale of male animals," "Disposition of female animals," "Accounting and payments,"

"Branding and inspection," and the following provisions: Reports On January first of each year the party of the second part shall render to the party of the first part a report setting forth the number and kind of bulls being used for breeding purposes; the number, sex and approximate age of all animals that have died during and the cases of death, if known; the number, sex and approximate age of all animals that have been sold during the year and the total gross receipts derived from such sales; the number, sex and approximate age of animals remaining in the herd. Should there be any unusual mortality among the animals at any time, the party of the second part shall promptly report the fact to the party of the first part.

Term of agreement The term of this agreement shall be five (5) years unless previously terminated by the mutual consent of the parties hereto. Divisions of animals on the termination of this agreement At the end of five (5) years from this date or sooner if this agreement should be terminated at an earlier date all the animals remaining in the herd, except breeding bulls furnished by the party of the second part and breeding cows originally furnished by the party of the first part shall be equally divided between the party of the first part and the party of the second part and shall become the property of the party of the first part and the party of the second part respectively. All breeding females belonging to the original herd shall revert to the party of the first part, and all breeding bulls furnished by the party of the second part shall be retained by it as its property.

That the defendant, through its then general manager, Dean C. Worcester, at different times after the shipment of the cattle to the Diklom Ranch, "reported to the plaintiff that his cattle were in good shape and doing well, going so far on one occasion as to say that the increase (by births) of the said cattle was greater than in any other herd on the said ranch"; that the defendant made a claim upon the plaintiff for P5,200 for the cost of transportation of the cattle to the Diklom Ranch, one-half of which was one-half of the proceeds of sale of some of the cattle, which was the property of the plaintiff; that the correct amount that plaintiff should have been charged is P1,050; that the defendant wrongfully and in violation of its contract sold a number of the male of the original head of 203 cattle, and failed to account to the plaintiff for the proceeds of the sale, the amount of which is P6,160; that the defendant has further failed to account for 50 more animals of the original herd, of the value of P4,330; that of the increase the defendant failed to account for 269 head of cattle of different ages, of the value of P11,500; that the defendant in violation of its contract never branded the animals belonging to the herd; that if failed to render the plaintiff the reports required by the terms and conditions of the contract; that it has failed and neglected to account to the plaintiff for the breeding value of the bulls, which were reasonably worth P3,600, of which the plaintiff is entitled to P1,800, and plaintiff prays judgment against the defendant for P19,490, with legal interest until it is paid, and costs.

For amended answer, the defendant makes a general and specific denial, and as a specific denial, and as a special defense alleges that there has been a complete settlement and accounting between the parties as to all of their respective rights and liabilities arising from or growing out of the contract, "and that on about the 18th day of March, 1926, said plaintiff attended with a representative of defendant at a division of the cattle, the subject matter of said contract, and accepted the cattle found to be due to him, and accepted the same as a liquidation and termination of the above mentioned contract," and as further separate and special defense, the defendant alleges that a financial liquidation was had between the plaintiff and the defendant in and by which it was found that there was due and owing the plaintiff the sum of P938.65, of which P500 was paid on account, and the balance then due and owing thereon was merged in a judgment which the plaintiff obtained against the defendant in the municipal court of the City of Manila, which it paid in full on May 5, 1926, by reason of which plaintiff's right of action, if any, is now res judicata.

At the trial the parties entered into the following stipulation: Stipulated that at the time the cattle in question were transported from Siassi to Bugu (June to August 1920), the rates authorized by the Public Utility Commission for the M.S. Agusan on the basis of the mileage between those ports was P15.95 per head of cattle, and one-fifth thereof for calves. Also stipulated that the M.S. Agusan whose home port is Cebu, had no regular route at the time, but was sent to Siassi from Jolo to make the two trips required for the transfer of the cattle to Bugu returning against by way ports to Cebu thereafter. This stipulation is made by the defendant without renouncing its contention that, under all the circumstances of the case, it was entitled to charge the full amount set out in the accounts.

As a result of the trial on such issues, the lower court found for the defendant and dismissed plaintiff's complaint, without costs from which he appealed and assigned twelve court erred in refusing to permit the plaintiff to testify as to verbal conversations which he had with Dean C.

Worcester, who was then the general manager of the defendant and now deceased, and in finding that all matters at issue between the plaintiff and the defendant under the contract had been liquidated in the decision of the municipal court and are now res judicata , and that the division of the herd and its increase had been made on March 18, 1926, as shown by Exhibit 1, and finding that the plaintiff was not entitled to a refund of P1,066.99 on account of overcharged for transportation of the cattle, and in finding that at the time plaintiff signed Exhibit 1, he had knowledge of the accounts during the years 1920 and 1921, and that the plaintiff had accepted the division of the animals, as shown by Exhibit 1. That it erred in dismissing plaintiff's complaint, and in failing to sentenced the defendant to pay P9,873.45, with interest from December 31st, and in denying plaintiff's motion for a new trial.

JOHNS,J.: As we analyze the record, the real question involved in the case is the legal force and effect of Exhibit 1, which is as follows: AGUSAN COCONUT COMPANY DIKLOM RANCH RESULT OF THE DIVISION OF SIASI-AGUSAN-MARTIN HERD 1-class and age 2-Agusan share 3-Martin share Male: Broken steers . . .

. . .

. . .

. . .

. . .

. . .

. . .

. . 1 1 Three years old steers .

. . .

. . .

. . .

. . .

. . .

6 6 Two years old steers . . .

. . .

. . .

. . .

. . .

. . 25 26 One year old steers .

. . .

. . .

. . .

. . .

. . .

. . 16 17 Male calves branded .

. . .

. . .

. . .

. . .

. . .

. 9 10 Male calves unbranded . .

. . .

. . .

. . .

. . .

22 23