Laws Applicable:
FACTS:
- Choju Co., Ltd purchased from Magellan Manufacturers Marketing Corp. (MMMC) 136,000 anahaw fans for $23,220
- MMMC contracted with F.E. Zuellig, a shipping agent of Orient Overseas Container Lines, Inc., (OOCL) specifying that he needed an on-board bill of lading and that transhipment is not allowed under the letter of credit
- MMMC paid F.E. Zuellig the freight charges and secured a copy of the bill of lading which was presented to Allied Bank. The bank then credited the amount of US$23,220 covered by the letter of credit to MMMC
- When MMMC's President James Cu, went back to the bank later, he was informed that the payment was refused by the buying for lack of bill of lading and there was a transhipment of goods
- The anahaw fans were shipped back to Manila through OOCL who are demanding from MMMC P246,043.43 (freight charges from Japan to Manila, demurrage incurred in Japan and Manila from October 22, 1980 up to May 20, 1981 and charges for stripping the container van of the Anahaw fans on May 20, 1981)
- MMMC abandoned the whole cargo and asked OOCL for damages
- OOCL: bill of lading clearly shows that there will be a transhipment and that petitioner was well aware that MV (Pacific) Despatcher was only up to Hongkong where the subject cargo will be transferred to another vessel for Japan
- RTC: favored OOCL:
- consented because the bill of lading where it is clearly indicated that there will be transhipment
- MMMC was the one who ordered the reshipment of the cargo from Japan to Manila
- CA: Affirmed with modification of excluding demurrage in Manila
ISSUE: W/N the bill of lading which reflected the transhipment against the letter of credit is consented by MMMC
HELD: YES. CA Affirmed with modification
- Transhipment
- act of taking cargo out of one ship and loading it in another
- the transfer of goods from the vessel stipulated in the contract of affreightment to another vessel before the place of destination named in the contract has been reached
- transfer for further transportation from one ship or conveyance to another
- the fact of transhipment is not dependent upon the ownership of the transporting ships or conveyances or in the change of carriers, as the petitioner seems to suggest, but rather on the fact of actual physical transfer of cargo from one vessel to another
- appears on the face of the bill of lading the entry "Hong Kong" in the blank space labeled "Transhipment," which can only mean that transhipment actually took place
- bill of lading
- operates both as a receipt and as a contract
- receipt for the goods shipped
- contract to transport and deliver the same as therein stipulated
- names the parties, which includes the consignee, fixes the route, destination, and freight rates or charges, and stipulates the rights and obligations assumed by the parties
- law between the parties who are bound by its terms and conditions provided that these are not contrary to law, morals, good customs, public order and public policy
- GR: acceptance of the bill without dissent raises the presumption that all the terms therein were brought to the knowledge of the shipper and agreed to by him and, in the absence of fraud or mistake, he is estopped from thereafter denying that he assented to such term
- There clearly appears on the face of the bill of lading under column "PORT OF TRANSHIPMENT" an entry "HONGKONG'
- On board bill of lading vs. received for shipment bill of lading:
- on board bill of lading
- stated that the goods have been received on board the vessel which is to carry the goods
- received for shipment bill of lading
- stated that the goods have been received for shipment with or without specifying the vessel by which the goods are to be shipped
- issued whenever conditions are not normal and there is insufficiency of shipping space
- certification of F.E. Zuellig, Inc. cannot qualify the bill of lading, as originally issued, into an on board bill of lading as required by the terms of the letter of credit issued in favor of petitioner - it is a received for shipment bill of lading
- issued only on July 19, 1980, way beyond the expiry date of June 30, 1980 specified in the letter of credit for the presentation of an on board bill of lading
- Demurrage
- compensation provided for in the contract of affreightment for the detention of the vessel beyond the time agreed on for loading and unloading
- claim for damages for failure to accept delivery
- before it could be charged for demurrage charges it should have been notified of the arrival of the goods first
- Since abandon option was communicated, the same is binding upon the parties on legal and equitable considerations of estoppel
