Smith Bell vs. Sotelo Matti (44 Phil. 874)

Smith Bell vs. Sotelo Matti (44 Phil. 874)

GR No. 16570, March 9, 1922

Romualdez, J.:

Facts:

Plaintiff corporation undertook to sell and deliver equipment for Mr. Sotelo but no definite dates were fixed for the delivery. The periods were couched in ambiguous terms such as “within 3 or 4 months”, “in the month of September or as soon as possible”, and “approximate delivery with 90 days-This is not guaranteed.” When the goods arrived, Mr. Sotelo refused to receive them and to pay the prices. Mr. Sotelo then sued for damages because of the delay suffered.

Issue:

Whether Smith Bell incurred delay in the delivery of goods to Sotelo

Held:

No, it did not incur delay.

From the record it appears that these contracts were executed at the time of the world war when there existed connection with the tanks and "Priority Certificate, subject to the United -States Government requirements," with respect to the motors. At the time of the execution of the contracts, the parties were not unmindful of the contingency of the United States Government not allowing the export of the goods, nor of the fact that the other foreseen circumstances therein stated might prevent it.

Considering these contracts in the light of the civil law, we cannot but conclude that the term which the parties attempted to fix is so uncertain that one cannot tell just whether, as a matter of fact, those articles could be brought to Manila or not. If that is the case, as we think it is, the obligation must be regarded as conditional.

When the delivery was subject to a condition the fulfillment of which depended not only upon the effort of the herein plaintiff, but upon the will of third persons who could in no way be compelled to fulfill .the condition. In cases like this, which are not expressly provided for, but impliedly covered, by the Civil Code, the obligor will be deemed to have sufficiently performed his part of the obligation, if he has done all that was in his power, even if the condition has not been fulfilled in reality.

In connection with this obligation to deliver, occurring in a contract of sale like those in question, the rule in North America is that when the time of delivery is not fixed in the contract, time is regarded unessential.

When the contract provides for delivery 'as soon as possible' the seller is entitled to a reasonable time, in view of all the circumstances, such as the necessities of manufacture, or of putting the goods in condition for delivery. The term does not mean immediately or that the seller must stop all his other work and devote himself to that particular order. But the seller must nevertheless act with all reasonable diligence or without unreasonable delay. It has been held that a requirement that the shipment of goods should be the 'earliest possible' must be construed as meaning that the goods should be sent as soon as the seller could possibly send them, and that it signified rather more than that the goods should be sent within a reasonable time.

"The question as to what is a reasonable time for the delivery of the goods by the seller is to be determined by the circumstances attending the particular transaction, such as the character of the goods, and the purpose for which they are intended, the ability of the seller to produce the goods if they are to be manufactured, the facilities available for transportation, and the distance the goods must be carried, and the usual course of business in the particular trade." (35 Cyc., 181-184.)

The record shows, as we have stated, that the plaintiff did all within its power to have the machinery arrive at Manila as soon as possible, and immediately upon its arrival it notified the purchaser of the fact and offered to deliver it to him. Taking these circumstances into account, we hold that the said machinery was brought to Manila by the plaintiff within a reasonable time.

Therefore, the plaintiff has not been guilty of any delay in the fulfillment of its obligation, and, consequently, it could not have incurred any of the liabilities mentioned by the intervenor in its counterclaim or set-off.