FIRST DIVISION
[G.R. No. L-17825. June 26, 1922.]
In the matter of the Involuntary insolvency of U. DE POLI.
FELISA
ROMAN,
claimant-appellee,
vs.
ASIA
BANKING
CORPORATION, claimant-appellant.
Wolfson, Wolfson & Schwarzkopf and Gibbs, McDonough & Johnson for
appellant.
Antonio V. Herrero for appellee.
SYLLABUS
1. WAREHOUSE RECEIPT; VENDOR'S LIEN. A vendor's lien upon goods
stored in a public warehouse cannot prevail against the rights of a purchaser,
mortgagee, or pledgee, for value and in good faith to whom the negotiable
warehouse receipts for such goods has been indorsed.
2. ID.; INTERPRETATION. A warehouse receipt like any other document
must be interpreted according to its evident intent.
3. ID.; ID. A warehouse receipt recited that certain merchandise was
deposited in the warehouse "por orden" of the depositor instead of "a la orden." It
was not marked "non-negotiable" or "not negotiable" as required by statute for
non-negotiable warehouse receipts. Held: That the use of "por orden" was merely
a clerical or grammatical error and that the receipt was negotiable.
DECISION
OSTRAND, J :
p
"I. Felisa Roman claims the 576 bultos of tobacco under and by virtue
of the instrument, a copy of which is hereto attached and made a part
hereof and marked Exhibit A.
"II. That on November 25, 1920, said Felisa Roman notied the said
Asia Banking Corporation of her contention, a copy of which notication is
hereto attached and made a part hereof and marked Exhibit B.
"III. That on November 29, 1920, said Asia Banking Corporation replied
as per copy hereto attached and marked Exhibit C.
"IV. That at the time the above entitled insolvency proceedings were
led the 576 bultos of tobacco were in possession of U. de Poli and now are
in possession of the assignee.
"V. That on November 18, 1920, U. de Poli, for value received, issued
a quedan, covering aforesaid 576 bultos of tobacco, to the Asia Banking
Corporation as per copy of quedan attached and marked Exhibit D.
"VI. That aforesaid 576 bultos of tobacco are part and parcel of the
2,777 bultos purchased by U. de Poli from Felisa Roman.
"VII. The parties further stipulate and agree that any further evidence
that either of the parties desire to submit shall be taken into consideration
together with this stipulation.
"Manila, P. I., April 28, 1921.
(Sgd.) "ANTONIO V. HERRERO
"Attorney for Felisa Roman
(Sgd.) "WOLFSON, WOLFSON & SCHWARZKOPF
"Attorneys for Asia Banking Corp."
In the left margin of the face of the receit, U. de Poli certies that he is the
sole owner of the merchandise therein described. The receipt is endorsed in blank
"Umberto de Poli;" it is not marked "non-negotiable" or "not negotiable."
Exhibits B and C referred to in the stipulation are not material to the issues
and do not appear in the printed record.
Though Exhibit A in its paragraph (c) states that the tobacco should remain
in the warehouse of U. de Poli as a deposit until the price was paid, it appears
clearly from the language of the exhibit as a whole that it evidences a contract of
sale and the recitals in an order of the Court of First Instance, dated January 18,
1921, which form part of the printed record, show that De Poli received from
Felisa Roman, under this contract, 2,777 bales of tobacco of the total value of
P78,815.69, of which he paid P15,000 in cash and executed four notes of
P15,953.92 each for the balance. The sale having been thus consummated, the
only lien upon the tobacco which Felisa Roman can claim is a vendor's lien.
The order appealed from is based upon the theory that the tobacco was
transferred to the Asia Banking Corporation as security for a loan and that as the
transfer neither fullled the requirements of the Civil Code for a pledge nor
constituted a chattel mortgage under Act No. 1508, the vendor's lien of Felisa
Roman should be accorded preference over it.
It is quite evident that the court below failed to take into consideration the
provisions of section 49 of Act No. 2137 which reads:
"Where a negotiable receipt has been issued for goods, no seller's lien
or right of stoppage in transitu shall defeat the rights of any purchaser for
value in good faith to who such receipt has been negotiated, whether such
negotiation be prior or subsequent to the notication to the warehouseman
who issues such receipt of the seller's claim to a lien or right of stoppage in
transitu. Nor shall the warehouseman be obliged to deliver or justied in
delivering the goods to an unpaid seller unless the receipt is rst
surrendered for cancellation."
This section appears to give any warehouse receipt not marked "nonnegotiable" or "not negotiable" practically the same eect as a receipt which, by
its terms, is negotiable provided the holder of such unmarked receipt acquired it
for value supposing it to be negotiable, circumstances which admittedly exist in
the present case.
We therefore hold that the warehouse receipt in controversy was
negotiable and that the rights of the endorsee thereof, the appellant, are superior
to the vendor's lien of the appellee and should be given preference over the
latter.
The order appealed from is therefore reversed without costs. So ordered.