Lessons Applicable: Contracting Parties (Transportation)
FACTS:
- Hernandez Trading Co., Inc. (Hernandez) imported 3 crates of bus spare parts (MARCO C/No. 12, MARCO C/No. 13 and MARCO C/No. 14), from Maruman Trading Company, Ltd. (Maruman), a foreign corporation based in Japan.
- The crates (covered by Bill of Lading No. NGO53MN) were shipped on board “ADELFAEVERETTE,” a vessel owned by Everett Orient Lines
- Upon arrival at the port of Manila, it was discovered that the crate marked MARCO C/No. 14 was missing
- Hernandez made a formal claim for Y1,552,500.00, as shown in an Invoice No. MTM-941, dated November 14, 1991
- Everett Streamship Corp. offered to pay only Y100,000.00 the maximum amount stipulated under Clause 18 of the covering bill of lading
- Hernandez rejected the offer and thereafter instituted a suit for collection
- Trial Court: in favor of Hernandez
- CA: Affirmed but deleted the award of attorney’s fees
ISSUE:
- W/N the limited liability clause in the Bill of Lading is valid
- W/N Hernandez as consignee, who is not a signatory to the bill of lading is bound by the stipulations thereof
HELD:
1. YES.
- A stipulation in the bill of lading limiting the common carrier’s liability for loss or destruction of a cargo to a certain sum, unless the shipper or owner declares a greater value, is sanctioned by law, particularly Articles 1749 and 1750 of the Civil Code which provide:
ART. 1749. A stipulation that the common carrier’s liability is limited to the value of the goods appearing in the bill of lading, unless the shipper or owner declares a greater value, is binding.
ART. 1750. A contract fixing the sum that may be recovered by the owner or shipper for the loss, destruction, or deterioration of the goods is valid, if it is reasonable and just under the circumstances, and has been freely and fairly agreed upon.
- Maruman Trading, had the option to declare a higher valuation if the value of its cargo was higher than the limited liability of the carrier. Considering that the shipper did not declare a higher valuation, it had itself to blame for not complying with the stipulations.
- The trial court’s ratiocination that private respondent could not have “fairly and freely” agreed to the limited liability clause in the bill of lading because the said conditions were printed in small letters does not make the bill of lading invalid.
- contracts of adhesion are valid and binding
- Greater vigilance, however, is required of the courts when dealing with contracts of adhesion in that the said contracts must be carefully scrutinized “in order to shield the unwary (or weaker party) from deceptive schemes contained in ready-made covenant
- Article 24 of the Civil Code which mandates that “(i)n all contractual, property or other relations, when one of the parties is at a disadvantage on account of his moral dependence, ignorance, indigence, mental weakness, tender age or other handicap, the courts must be vigilant for his protection
- Maruman Trading, we assume, has been extensively engaged in the trading business. It can not be said to be ignorant of the business transactions it entered into involving the shipment of its goods to its customers. The shipper could not have known, or should know the stipulations in the bill of lading and there it should have declared a higher valuation of the goods shipped. Moreover, Maruman Trading has not been heard to complain that it has been deceived or rushed into agreeing to ship the cargo in petitioner’s vessel. In fact, it was not even impleaded in this case.
2. YES.
- the right of a party in the same situation as Hernandez, to recover for loss of a shipment consigned to him under a bill of lading drawn up only by and between the shipper and the carrier, springs from either a relation of agency that may exist between him and the shipper or consignor, or his status as stranger in whose favor some stipulation is made in said contract, and who becomes a party thereto when he demands fulfillment of that stipulation, in this case the delivery of the goods or cargo shipped
- When Hernandez formally claimed reimbursement for the missing goods from Everett and subsequently filed a case against the it based on the very same bill of lading, it accepted the provisions of the contract and thereby made itself a party thereto, or at least has come to court to enforce it.[
- The commercial Invoice No. MTM-941 does not in itself sufficiently and convincingly show that Everett has knowledge of the value of the cargo as contended by Hernandez
