G.R. No. L-18639; January 31, 1963
JAVIER SECURITY SPECIAL WATCHMAN AGENCY and CONCEPCION D. JAVIER, in her own behalf and as guardian ad litem of the minors CLARO D. JAVIER and RENE D. JAVIER, plaintiffs-appellants, vs. SHELL CRAFT & BUTTON CORPORATION, defendant-appellee.

FACTS

Since 1954, the defendant corporation, through its manager H.L. Swiryn, engaged the services of Federico E. Javier to guard its premises for a monthly fee. The services were satisfactory, leading to annual contract renewals. The last contract, executed on May 4, 1956, was set to expire on December 1, 1957. It was entered into between the corporation and the “Javier Security Special Watchman Agency,” which was not a juridical entity but merely a business name used by Federico E. Javier for his sole proprietorship. The contract required Javier’s agency to furnish at least two guards nightly and made the agency responsible for their salaries and benefits.
Federico E. Javier died suddenly on May 9, 1957. His widow, appellant Concepcion D. Javier, was abroad in Hongkong at the time. On the very day of Javier’s death, the corporation, needing immediate guard services, engaged a different security agency. Consequently, Javier’s heirs sued the corporation for breach of contract, claiming damages for the unexpired term from May 9 to December 1, 1957.

ISSUE

Whether the contract for security services is a personal contract (intuitu personae), such that the rights and obligations thereunder are not transmissible to the heirs upon the death of Federico E. Javier.

RULING

Yes, the contract is personal and non-transmissible. The Supreme Court affirmed the trial court’s dismissal of the complaint. The legal logic rests on the nature of the obligation and the principle of transmission of contractual rights under the Civil Code.
Although the new Civil Code did not re-enact the old provision stating that a creditor cannot be compelled to accept performance by a third person when the debtor’s personal qualifications were considered, the principle remains embedded in its provisions. Article 1311 states contracts bind parties, assigns, and heirs, except when rights and obligations are not transmissible by their nature. Article 1236 provides that a creditor is not bound to accept performance by a third person with no interest in the obligation, unless stipulated otherwise.
The Court found the contract was entered into by the corporation primarily due to its trust and confidence in the personal qualifications, supervision, and control exercised by Federico E. Javier himself. The corporation’s satisfaction with the services since 1954 was attributed to Javier’s personal attention. The contract’s silence on the specific qualifications of the individual guards indicated the corporation relied entirely on Javier’s judgment for their selection and supervision. This personal trust could not be compelled upon his heirs, particularly as his widow was absent and his children were minors at the time of his death. The immediate need for security further justified the corporation’s act of engaging a new agency. Thus, the obligation was extinguished by Javier’s death, and no breach occurred.