GR 122494; (October, 1998) (Digest)
G.R. No. 122494 October 8, 1998
EVERETT STEAMSHIP CORPORATION, petitioner, vs. COURT OF APPEALS and HERNANDEZ TRADING CO. INC., respondents.
FACTS
Private respondent Hernandez Trading Co., Inc. imported three crates of bus spare parts from its supplier, Maruman Trading Company, Ltd., in Japan. The crates were shipped from Nagoya to Manila on board the “ADELFAEVERETTE,” a vessel owned by petitioner Everett Steamship Corporation’s principal. The shipment was covered by Bill of Lading No. NGO53MN. Upon arrival in Manila, one crate was missing, which petitioner admitted in a letter. Private respondent claimed the value of the lost cargo, amounting to Y1,552,500.00 as per Invoice No. MTM-941. Petitioner offered to pay only Y100,000.00, invoking the liability limitation under Clause 18 of the bill of lading. Private respondent rejected the offer and filed a collection suit. The Regional Trial Court ruled in favor of private respondent, ordering petitioner to pay the full invoice value, plus costs and attorney’s fees, holding that the limitation clause was not fairly and freely agreed upon as it was printed in fine letters and the private respondent was not a party to the contract. The Court of Appeals affirmed the trial court’s finding of liability but deleted the attorney’s fees, ruling that the private respondent, as consignee, was not privy to the contract of carriage and thus not bound by the bill of lading’s terms.
ISSUE
Whether the stipulation in the bill of lading limiting the carrier’s liability to Y100,000.00 is valid and binding upon the consignee, Hernandez Trading Co., Inc.
RULING
Yes. The Supreme Court reversed the decision of the Court of Appeals. The limited liability clause in the bill of lading is valid and binding. Articles 1749 and 1750 of the Civil Code sanction stipulations limiting a common carrier’s liability to a declared value, provided they are reasonable, just, and freely and fairly agreed upon. Clause 18 of the bill of lading, which limits liability to Y100,000.00 per package unless a higher value is declared in writing by the shipper before receipt of the goods and inserted in the bill of lading with extra freight paid, is reasonable and just. The shipper had the option to declare a higher value but did not. The fact that the terms were printed in small letters does not invalidate the contract, as contracts of adhesion are not invalid per se. The consignee, as the party entitled to receive the goods, is bound by all the stipulations in the bill of lading. The shipper’s commercial invoice does not constitute a declaration of a higher value under the terms of the bill of lading. Therefore, petitioner’s liability is limited to Y100,000.00.