G.R. No. 17150; June 20, 1922
ANDRES SOLER, plaintiff-appellee, vs. EDWARD CHESLEY, defendant-appellant.

FACTS

Plaintiff Andres Soler entered into a contract (Exhibit A) with Wm. H. Anderson and Co. for the purchase of coconut oil machinery. The contract stipulated that the machinery was ordered by cable on March 4, 1918, and its delivery was contingent upon various conditions like strikes, fire, and shipping delays. The title to the machinery would remain with Anderson and Co. until full payment. On November 16, 1918, Soler sold all his rights and interest in this contract to defendant Edward Chesley through a contract (Exhibit B). In Exhibit B, Soler stated that part of the machinery was already in Manila and the other part was “on the way.” Chesley agreed to pay Anderson and Co. the invoice amount and pay Soler the difference between that amount and P100,000. However, the last parts of the machinery (the grinding mills) were not shipped until February 21, 1919, and did not arrive in Manila until August 23, 1919. Soler sued Chesley for the balance of the purchase price under their contract.

ISSUE

Whether Soler’s statement in the contract of sale (Exhibit B) that part of the machinery was “on the way” constituted a condition of the contract, the non-fulfillment of which relieves Chesley of his obligation to pay.

RULING

Yes. The Court reversed the lower court’s decision. Soler’s assertion that the machinery was “on the way” as of November 16, 1918, was a factual statement that formed part of the basis of the contract (Exhibit B). This was tantamount to a representation that the machinery would arrive within a normal period. However, the last parts were not shipped until months later and arrived much later than a normal shipping period. Soler therefore failed to fulfill his obligation under the contract. Consequently, he has no right to compel Chesley to pay the claimed sum. The defendant was absolved from the complaint, and the plaintiff was absolved from the defendant’s counterclaim. No costs were awarded.