G.R. No. L-22578. January 31, 1973.
NATIONAL MARKETING CORPORATION, plaintiff-appellee, vs. FEDERATION OF UNITED NAMARCO DISTRIBUTORS, INC., defendant-appellant.
FACTS
The National Marketing Corporation (Namarco) and the Federation of United Namarco Distributors, Inc. entered into a “trade assistance agreement.” Under this contract, Namarco imported merchandise tax-and-duty-free and sold it to the Federation at cost plus a 5% mark-up. The Federation’s obligation was to pay for the goods in cash through domestic letters of credit opened with the Philippine National Bank. Namarco delivered merchandise to the Federation, but the corresponding sight drafts drawn against the letters of credit were subsequently dishonored.
On March 2, 1960, the Federation filed a suit against Namarco (Civil Case No. 42684) for specific performance, seeking to compel Namarco to deliver the remaining contracted merchandise and to accept the Federation’s cash payments. Namarco filed its answer in that case, raising defenses including the alleged illegality of the agreement. Later, on May 19, 1960, Namarco discovered the dishonor of the drafts for the goods already delivered. Subsequently, on January 25, 1961, Namarco filed the present collection suit (Civil Case No. 46124) against the Federation to recover the unpaid purchase price of P609,014.73 for the delivered goods.
ISSUE
Whether Namarco’s collection suit is barred for failure to plead it as a compulsory counterclaim in the earlier specific performance case filed by the Federation.
RULING
No, the collection suit is not barred. The main opinion, with which Justice Teehankee concurs, affirms the trial court’s judgment ordering the Federation to pay Namarco. The legal logic hinges on the nature of a compulsory counterclaim under the then-applicable Rule 10, Section 6 (now Rule 9, Section 4) of the Rules of Court. A claim is compulsory if it arises out of, or is necessarily connected with, the transaction or occurrence that is the subject matter of the opposing party’s claim, and if its adjudication does not require the presence of third parties over whom the court cannot acquire jurisdiction.
Justice Teehankee’s concurrence clarifies that Namarco’s cause of action for the unpaid price of the delivered goods was not a compulsory counterclaim that had to be set up in the Federation’s prior suit. The Federation’s suit sought to enforce the agreement for future deliveries. Namarco’s claim for payment for past deliveries, while related to the same contract, matured as a distinct cause of action only after the Federation’s suit was filed, specifically when the sight drafts were dishonored. At the time Namarco filed its answer in the first case, it had no reason to anticipate this dishonor and could legitimately expect payment. Thus, the collection claim was not logically so intertwined with the specific performance claim as to require its assertion as a counterclaim. To bar the present action on a technicality would result in the Federation’s unjust enrichment, having received and benefited from the goods without payment.
Justice Barredo, dissenting, argues that Namarco’s claim was a compulsory counterclaim that is now barred. He posits that both claims arose from the same contract. Since Namarco, in its answer to the first suit, pleaded the defense of the contract’s illegality, its cause of action for the recovery of the value of goods already delivered under that allegedly void contract became extant at that very moment. Under Article 1412 of the Civil Code, one party to an illegal contract may recover what he has given if he is not in pari delicto. Therefore, Namarco was duty-bound to