E. C. MCCULLOUGH,Plaintiff-Appellee, vs. R. AENLLE & CO.
,Defendants-Appellants
G.R. No. 1300
February 3, 1904
FACTS:
On august 27, 1901, the parties made a written contract for the purpose of carrying into effect the
said contract of sale. Don Matias Saenz de Vizmanos y Lecaros the manager of R.Aenlle & Co.
declares that they sell absolutely and in fee simple to E. C. Mccullough, the tobacco & cigarette
factory known as “La Maria Cristina” including the trade mark “La Maria Cristina” and
everything else belonging to the said factory.
The inventory mentioned in the contract was made by the defendant and delivered to the plaintiff.
The parties have completed the mentioned inventory of machinery, furniture and others tools of the
said tobacco factory representing a total amount of P 131 000 after deducting the 20% discount that
has been agreed including the value of the trade-mark at P 20 000 and that the E.C. Mccullough,
thepurchaser , remained in the possession of the tobacco factory.
The plaintiff with others organized a company, to which the plaintiff sold all the tobacco bought by
him from the defendant. The purchaser, the new company, on examining these two lots rejected
them because the tobacco was not qualify indicated in the inventory.
Thereupon, the plaintiff claims that the tobacco in these lots was worthless, and brought this action
against the defendant to recover what he paid.
ISSUE: Issue: WON the plaintiff can recover what he paid?
RULING: No. The plaintiff cannot recover what he had paid.
At the time in question the plaintiff was the owner of a printing establishment and he testified that he
desired to move it to the building in which the defendant had its cigar factory; that it was impossible
for him to get the building without buying the tobacco factory, and for that reason he bought it,
intending to sell it as soon as he could without loss. The said contract of August 27 contained
provisions for the leasing and ultimate purchase of the building by the plaintiff.
The document of August 27 was a completed contract of sale. (Art. 1450, Civil Code.) The articles
which were the subject of the sale were definitely and finally agreed upon. The appellee agreed to
buy, among other things, all of the leaf tobacco in the factory. This was sufficient description of the
thing sold. The price for each article was fixed. It is true that the price of this tobacco, for example,
was not stated in dollars and cents in the contract. But by its terms the appellee agreed to pay
therefor the amount named in the invoices then in existence. By the instrument of August 27 the contract
was perfected and thereafter each party could compel the other to fulfill it. (Art. 1258, Civil Code.) By its
terms the appellee was bound to take all the leaf tobacco then belonging to the factory and to pay therefor
the prices named in the invoices.
This obligation was absolute and did not depend at all upon the quality of the tobacco or its value. The
appellee did not, in this contract, reserve the right to reject the tobacco if it were not of a specific
crop. He did not buy tobacco of a particular kind, class, or quality. He bought all the tobacco which the
appellant owned and agreed to pay for it what the defendant had paid for it. The plaintiff testified that
this was the express agreement.
There is nothing in this contract to show that he bought 221 bales of fourth-class superior Angadanan
of the crop of 1899. The fact that in the inventory subsequently made that particular lot of tobacco is
mentioned can not in any respect change the rights of the parties which had already been fixed by the
contract.
The purpose of this inventory was to make a new contract for the parties. It could not add
anything to nor take anything from the rights and obligations of the parties already stated in the
existing contract. Its sole purpose was to ascertain what the total purchase price was. If it correctly
gave the number of bales and the price paid therefor by the appellant, according to the invoices, it
was a sufficient compliance with the contract. The fact that the tobacco was described as of one class
instead of another would be unimportant. The appellee did not purchase by class or quality, but by
quantity.
Plaintiff could relieve himself from this obligation only by showing either the tobacco in the inventory
were not owned by the defendant when it was delivered to him.
