Freeport Traders v. Danzas Intercontinental
REITERATIONFacts
The Antecedents: Petitioner International Freeport Traders, Inc. (IFTI) ordered Toblerone chocolates from Jacobs Suchard Tobler Ltd. of Switzerland (Jacobs) under an "F.O.B. Ex-Works" delivery term. Jacobs contracted Danmar Lines of Switzerland (Danmar) for shipment, with Danzas Intercontinental, Inc. (Danzas) as agent. Danmar contracted Orient Overseas Container Line (OOCL) to ship the goods. The goods arrived at the port of Manila on May 14, 1997. Danzas informed IFTI, which provided an import permit on May 26, 1997. Danzas requested the original bills of lading and a bank guarantee from IFTI, which IFTI initially refused but later provided on May 23, 1997. IFTI issued a promissory note and requested release of goods to avoid further charges. Danzas released the goods on June 13, 1997, and delivered them to IFTI on June 16, 1997. IFTI and Danzas agreed to settle charges for electric charges and storage fees totaling ₱56,000.00. On January 19, 1998, Danzas demanded payment of ₱181,809.45, which IFTI ignored. Procedural History: Danzas filed a complaint for sum of money against IFTI. The Metropolitan Trial Court (MeTC) ruled in favor of Danzas. The Regional Trial Court (RTC) dismissed the complaint on appeal. The Court of Appeals (CA) reversed the RTC decision, finding a perfected contract of lease of service and holding IFTI liable for charges. The Petition: IFTI filed a petition for review before the Supreme Court.
Issue(s)
Whether or not a contract of lease of service exists between IFTI and Danzas. Whether or not IFTI is liable to Danzas for the costs of the delay in the release of the goods from the port.
Ruling
The Court denies the petition and affirms the decision of the Court of Appeals, holding that a contract of lease of service exists between IFTI and Danzas, and IFTI is liable for the electric charges, demurrage, and storage fees due to the delay in the release of the goods caused by its failure to comply with Danzas' requirements.
Ratio Decidendi
On the existence of a contract of lease of service: The Court held that the facts show the existence of several contracts, with Danzas acting as an agent of Danmar responsible for delivering the goods from Manila to IFTI at Clark. Although Danmar paid OOCL for delivery, Danzas was not privy to this arrangement and insisted on collecting a separate fee. IFTI's actions, such as requesting Danzas to pick up the import permit, submitting a bank guarantee, and issuing a promissory note, demonstrated its voluntary acceptance of Danzas' services. The Court emphasized that a contract is perfected by mere consent, which is manifested by the meeting of the offer and acceptance upon the essential elements of the contract. The bank guarantee provided by IFTI assured Danzas of payment for freight and other charges, solidifying the existence of a perfected contract of lease of service for the clearing and delivery of the imported goods. The subsequent negotiation and agreement on a reduced amount for electric charges and storage fees further indicated recognition of their contractual relationship. On IFTI's liability for delay costs: The Court affirmed that under arbitrary shipments, imported goods are allowed a free period for port stay and storage. However, since the goods arrived on May 14, 1997, they could remain free of charge until May 20, 1997. IFTI's readiness of the import permit by May 20, 1997, was immaterial because it had not yet provided the required bank guarantee. The Court found it unconvincing that IFTI had the bank guarantee ready as early as May 23, 1997, given that Danzas only secured it on June 6, 1997, after claiming the import permit on May 26, 1997. Therefore, the delay in the processing and release of the goods was attributable to IFTI's fault in failing to meet Danzas' requirements promptly. Consequently, IFTI was rightly adjudged liable for the electric charges, demurrage, and storage fees incurred from May 20, 1997, to June 13, 1999.
Main Doctrine
A contract of lease of services is perfected by the meeting of the offer and acceptance upon the thing and the cause which are to constitute the contract. The stages of a contract are preparation or negotiation, perfection, and consummation. By acceding to documentary requirements and providing a bank guarantee, a party voluntarily accepts the services offered, thereby perfecting a contract.