Myline Cordial

ACI Philippines, Inc. vs. Editha Coquia
G.R. No. 174466, July 14, 2008
558 SCRA 300

FACTS:
Respondent Editha C. Coquia offered to deliver flint cullets to petitioner ACI Philippines, Inc., a corporation engaged in the business of manufacturing fiberglass.

They entered into an agreement for the purchase of one (1) lot of flint cullets, consisting of 2,500 to 3,000 metric tons, at a price of P4.20 per kilo under Purchase Order No. 106211. Several deliveries made by respondent were accepted and paid for by petitioner at the unit price of P4.20 per kilo.

Twenty two days later, petitioner demanded the reduction of the purchase price from P4.20 per kilo to P3.65 per kilo to which respondent acceded. Petitioner accordingly issued Purchase Order No. 106373 explicitly superseding Purchase Order No. 106211. Deliveries were again made by respondent which were accepted by petitioner but demanded that the unit price be further reduced to P3.10 per kilo.

Respondent then filed a Complaint for specific performance and damages against petitioner seeking payment for the deliveries made at the renegotiated price of P3.65 per kilo and demanded that petitioner be directed to accept and pay for the remaining deliveries to complete the one (1) lot of flint cullets originally contracted for.

Three (3) days after the complaint was filed, petitioner paid for the flint cullets that were delivered at the unit price of P3.65 per kilo.

Petitioner asserted that it entered into a contract with respondent upon the latter’s assurance that she could promptly deliver the 2,500-3,000 metric tons of flint cullets required by petitioner. Petitioner presented the testimony of its materials control manager to prove that it agreed to the P4.20 per kilo purchase price only because respondent assured it of prompt deliveries sufficient for petitioner’s production requirements. However, both the trial and appellate courts refused to receive evidence aliunde to prove that time was an important element of the agreement and ordered petitioner to accept deliveries of the flint cullets contracted for under Purchase Order No. 106211 and to pay for the said deliveries within ten (10) days from each delivery at the unit price of P4.20 per kilo.

ISSUE:
May petitioner present evidence aliunde to prove that time was an important element of the agreement?

RULING:
Yes. The lower courts should have not disregarded petitioner’s evidence because this is an exception to the best evidence rule. Under this rule, the written document is the best evidence of its own contents. It is a matter of both principle and policy that when the written contract is established as the repository of the parties’ stipulations, any other evidence is excluded and the same cannot be used as a substitute for such contract, nor even to alter or contradict them. However, this rule is not without exception. Section. 9, Rule 130 of the Rules of Court states that a party may present evidence to modify, explain or add to the terms of the agreement if he puts in issue in his pleading the failure of the written agreement to express the true intent and agreement of the parties.

Evidence shows that respondent was informed of petitioner’s urgent need for large quantities thereof. The unrebutted testimony of petitioner’s materials control manager proved that it agreed to the P4.20 per kilo purchase price only because respondent assured it of prompt deliveries sufficient for petitioner’s production requirements.

NOTES:

Contract of adhesion
A contract of adhesion is one wherein a party, usually a corporation, prepares the stipulations in the contract, and the other party merely affixes his signature or his “adhesion” thereto. Through the years, the courts have held that in this type of contract, the parties do not bargain on equal footing, the weaker party’s participation being reduced to the alternative to take it or leave it. Thus, adhesion contracts are viewed as traps for the weaker party whom the courts of justice must protect. However, we have also been steadfast in reminding courts to be careful in their evaluation of allegations of blind adherence to contracts.

Full text: ACI Philippines, Inc. vs. Coquia G.R. No. 174466, July 14, 2008