EN BANC
DECISION
G.R. No. L-14300 January 19, 1920
SAN MIGUEL BREWERY, ETC., plaintiff-appellee,
vs.
LAW UNION AND ROCK INSURANCE CO., (LTD.) ET AL., defendants-appellees. HENRY HARDING, defendant-appellant.
Crossfield and O'Brien for appellant Harding.
Lawrence and Ross for appellee Law Union etc. Ins. Co., J.:
This action was begun on October 8, 1917, in the Court of First Instance of the city of Manila by the plaintiff, the San Miguel Brewery, for the purpose of recovering upon two policies of insurance underwritten respectively by Law Union and Rock Insurance Company (Ltd.), and the "Filipinas" Compania de Seguros, for the sum of P7,500 each, insuring certain property which has been destroyed by fire. The plaintiff, the San Miguel Brewery, is named as the party assured in the two policies referred to, but it is alleged in the complaint that said company was in reality interested in the property which was the subject of insurance in the character of a mortgage creditor only, and that the owner of said property upon the date the policies were issued was one D. P. Dunn who was later succeeded as owner by one Henry Harding. Accordingly said Harding was made a defendant, as a person interested in the subject of the litigation.
The prayer of the complaint is that judgment be entered in favor of the plaintiff against the two companies named for the sum of P15,000, with interest and costs, and further that upon satisfaction of the balance of P4,505.30 due to the plaintiff upon the mortgage debt, and upon the cancellation of the mortgage, the plaintiff be absolved from liability to the defendants or any of them. The peculiar form of the latter part of the prayer is evidently due to the design of the plaintiff to lay a foundation for Harding to recover the difference between the plaintiff's credit and the amount for which the property was insured. Accordingly, as was to be expected, Harding answered, admitting the material allegations of the complaint and claiming for himself the right to recover the difference between the plaintiff's mortgage credit and the face value of the policies. The two insurance companies also answered, admitting in effect their liability to the San Miguel Brewery to the extent of its mortgage credit, but denying liability to Harding on the ground that under the contracts of insurance the liability of the insurance companies was limited to the insurable interest of the plaintiff therein. Soon after the action was begun the insurance companies effected a settlement with the San Miguel Brewery by paying the full amount of the credit claimed by it, with the result that the litigation as between the original plaintiff and the two insurance companies came to an end, leaving the action to be prosecuted to final judgement by the defendant Harding with respect to the balance claimed to be due to him upon the policies.
Upon hearing the evidence the trial judge came to the conclusion that Harding had no right of action whatever against the companies and absolved them from liability without special finding as to costs. From this decision the said Henry Harding has appealed.
The two insurance companies who are named as defendants do not dispute their liability to the San Miguel Brewery, to the extent already stated, and the only question here under discussion is that of the liability of the insurance companies to Harding. It is therefore necessary to take account of such facts only as bear upon this aspect of the case.
In this connection it appears that on January 12, 1916, D. P. Dunn, then the owner of the property to which the insurance relates, mortgaged the same to the San Miguel Brewery to secure a debt of P10,000. In the contract of mortgage Dunn agreed to keep the property insured at his expense to the full amount of its value in companies to be selected by the Brewery Company and authorized the latter in case of loss to receive the proceeds of the insurance and to retain such part as might be necessary to cover the mortgage debt. At the same time, in order more conveniently to accomplish the end in view, Dunn authorized and requested the Brewery Company to effect said insurance itself. Accordingly on the same date Antonio Brias, general manager of the Brewery, made a verbal application to the Law Union and Rock Insurance Company for insurance to the extent of P15,000 upon said property. In reply to a question of the company's agent as to whether the Brewery was the owner of the property, he stated that the company was interested only as a mortgagee. No information was asked as to who was the owner of the property, and no information upon this point was given.
It seems that the insurance company to whom this application was directed did not want to carry more than one-half the risk. It therefore issued its own policy for P7,500 and procured a policy in a like amount to be issued by the "Filipinas" Compania de Seguros. Both policies were issued in the name of the San Miguel Brewery as the assured, and contained no reference to any other interest in the property. Both policies contain the usual clause requiring assignments to be approved and noted on the policy. The premiums were paid by the Brewery and charged to Dunn. A year later the policies were renewed, without change, the renewal premiums being paid by the Brewery, supposedly for the account of the owner. In the month of March of the year 1917 Dunn sold the insured property to the defendant Henry Harding, but not assignment of the insurance, or of the insurance policies, was at any time made to him.
We agree with the trial court that no cause of action in Henry Harding against the insurance companies is show. He is not a party to the contracts of insurance and cannot directly maintain an action thereon. (Uy Tam and Uy Yet vs. Leonard, 30 Phil. Rep., 471.) His claim is merely of an equitable and subsidiary nature and must be made effective, if at all, through the San Miguel Brewery in whose name the contracts are written. Now the Brewery, as mortgagee of the insured property, undoubtedly had an insurable interest therein; but it could not, in any event, recover upon these policies an amount in excess of its mortgage credit. In this connection it will be remembered that Antonio Brias, upon making application for the insurance, informed the company with which the insurance was placed that the Brewery was interested only as a mortgagee. It would, therefore, be impossible for the Brewery mortgage on the insured property C6GUE4qV8i.
This conclusion is not only deducible from the principles governing the operation and effect of insurance contracts in general but the point is clearly covered by the express provisions of sections 16 and 50 of the Insurance Act (Act No. 2427). In the first of the sections cited, it is declared that "the measure of an insurable interest in property is the extent to which the insured might be damnified by loss or injury thereof" (sec. 16); while in the other it is stated that "the insurance shall be applied exclusively to the proper interest of the person in whose name it is made unless otherwise specified in the policy" (sec. 50).
These provisions would have been fatal to any attempt at recovery even by D. P. Dunn, if the ownership of the property had continued in him up to the time of the loss; and as regards Harding, an additional insuperable obstacle is found in the fact that the ownership of the property had been charged, prior to the loss, without any corresponding change having been effected in the policy of insurance. In section 19 of the Insurance Act we find it stated that "a change of interest in any part of a thing insured unaccompanied by a corresponding change of interest in the insurance, suspends the insurance to an equivalent extent, until the interest in the thing and the interest in the insurance are vested in the same person." Again in section 55 it is declared that "the mere transfer of a thing insured does not transfer the policy, but suspends it until the same person becomes the owner of both the policy and the thing insured."
Undoubtedly these policies of insurance might have been so framed as to have been "payable to the Sane Miguel Brewery, mortgagee, as its interest may appear, remainder to whomsoever, during the continuance of the risk, may become the owner of the interest insured." (Sec 54, Act No. 2427.) Such a clause would have proved an intention to insure the entire interest in the property, not merely the insurable interest of the San Miguel Brewery, and would have shown exactly to whom the money, in case of loss, should be paid. But the policies are not so written.
It is easy to collect from the facts stated in the decision of the trial judge, no less than from the testimony of Brias, the manager of the San Miguel Brewery, that, as the insurance was written up, the obligation of the insurance companies was different from that contemplated by Dunn, at whose request the insurance was written, and Brias. In the contract of mortgage Dunn had agreed, at his own expense, to insure the mortgaged property for its full value and to indorse the policies in such manner as to authorize the Brewery Company to receive the proceeds in case of loss and to retain such part thereof as might be necessary to satisfy the remainder then due upon the mortgage debt. Instead, however, of effecting the insurance himself Dunn authorized and requested the Brewery Company to procure insurance on the property in the amount of P15,000 at Dunn's expense. The Brewery Company undertook to carry this mandate into effect, and it of course became its duty to procure insurance of the character contemplated, that is, to have the policies so written as to protect not only the insurable interest of the Brewery, but also the owner. Brias seems to have supposed that the policies as written had this effect, but in this he was mistaken. It was certainly a hardship on the owner to be required to pay the premiums upon P15,000 of insurance when he was receiving no benefit whatever except in protection to the extent of his indebtedness to the Brewery. The blame for the situation thus created rests, however, with the Brewery rather than with the insurance companies, and there is nothing in the record to indicate that the insurance companies were requested to write insurance upon the insurable interest of the owner or intended to make themselves liable to that extent.
If during the negotiations which resulted in the writing of this insurance, it had been agreed between the contracting parties that the insurance should be so written as to protect not only the interest of the mortgagee but also the residuary interest of the owner, and the policies had been, by inadvertence, ignorance, or mistake written in the form in which they were issued, a court would have the power to reform the contracts and give effect to them in the sense in which the parties intended to be bound. But in order to justify this, it must be made clearly to appear that the minds of the contracting parties did actually meet in agreement and that they labored under some mutual error or mistake in respect to the expression of their purpose. Thus, in Bailey vs. American Central Insurance Co. (13 Fed., 250), it appeared that a mortgage desiring to insure his own insurable interest only, correctly stated his interest, and asked that the same be insured. The insurance company agreed to accept the risk, but the policy was issued in the name of the owner, because of the mistaken belief of the company's agent that the law required it to be so drawn. It was held that a court of equity had the power, at the suit of the mortgage, to reform the instrument and give judgment in his favor for the loss thereunder, although it had been exactly as it was. Said the court: "If the applicant correctly states his interest and distinctly asks for an insurance thereon, and the agent of the insurer agrees to comply with his request, and assumes to decide upon the form of the policy to be written for that purpose, and by mistake of law adopts the wrong form, a court of equity will reform the instrument so as to make it insurance upon the interest named." (See also Fink vs. Queens Insurance Co., 24 Fed., 318; Esch vs. Home Insurance Co., 78 Iowa, 334; 16 Am. St. Rep., 443; Woodbury Savings etc., Co., vs. Charter Oak Insurance Co., 31 Conn., 517; Balen vs. Hanover Fire Insurance Co., 67 Mich., 179.)
Similarly, in cases where the mortgage is by mistake described as owner, the court may grant reformation and permit a recovery by the mortgage in his character as such. (Dalton vs. Milwaukee etc. Insurance Co., 126 Iowa, 377; Spare vs. Home Mutual Insurance Co., 17 Fed., 568.) In Thompson vs. Phoenix Insurance Co. (136 U.S., 287; 34 L. 3d., 408), it appeared that one Kearney made application to an insurance company for insurance on certain property in his hands as receiver and it was understood between him and the company's agent that, in case of loss, the proceeds of the policy should accrue to him and his successors as receiver and to others whom it might concern. However, the policy, as issued, was so worded as to be payable only to him as receiver. In an action brought on the policy by a successor of Kearney, it was alleged that the making of the contract in this form was due to inadvertence, accident, and mistake upon the part of both Kearney and the company.
Said the court:
If by inadvertence, accident, or mistake the terms of the contract were not fully set forth in the policy, the plaintiff is entitled to have it reformed.
In another case the same court said:
We have before us a contract from which by mistake, material stipulations have been omitted, whereby the true intent and meaning of the parties are not fully or accurately expressed. There was a definite concluded agreement as to insurance, which, in point of time, preceded the preparation and delivery of the policy, and this is demonstrated by legal and exact evidence, which removes all doubt as to the sense and undertaking of the parties. In the agreement there has been a mutual mistake, caused chiefly by that contracting party who now seeks to limit the insurance to an interest in the property less than that agreed to be insured. The written agreement did not effect that which the parties intended. That a court of equity can afford relief in such a case, is, we think, well settled by the authorities. (Smell vs. Atlantic, etc., Ins. Co., 98 U.S., 85, 89; 25 L. ed., 52.)
But to justify the reformation of a contract, the proof must be of the most satisfactory character, and it must clearly appear that the contract failed to express the real agreement between the parties. (Philippine Sugar Estates Development Company vs. Government of the Philippine Islands, 62 L. ed., 1177, reversing Government of Philippine Island vs. Philippine Sugar Estates Development Co., 30 Phil. Rep., 27.)
In the case now before us the proof is entirely insufficient to authorize the application of the doctrine state in the foregoing cases, for it is by means clear from the testimony of Brias — and none other was offered — that the parties intended for the policy to cover the risk of the owner in addition to that of the mortgagee. It results that the defendant Harding is not entitled to relief in any aspect of the case.
The judgment is therefore affirmed, with costs against the appellant. So ordered.
Arellano, C.J., Johnson, Araullo, Malcolm and Avanceña, JJ., concur. .
