Case Title: Topic:

Taguiling v. CA and Herce Interpetration of the contract entered into between the parties
Date: Jan. 2, 1997
Ponente: Bellosillo
Nature of the Case: Review on Certiorari
Petitioner: Jacinto Tanguilig
Respondent: Court of Appeals and Vicente Herce Jr.
Doctrine:
- It’s a cardinal rule in the interpetration of contracts that the intention of the parties shall be accorded primordial consideration and, in case of doubt, their
contemporaneous and subsequent acts shall be principally considered
- 4 requisites for an event to be considered force majeur:
1. Cause of breach of the obligation must be independent of the will of the debtor
2. The event must be either unforeseeable/unavoidable
3. Event must be such as to render it impossible for debtor to fulfill his obligation normally
4. Debtor must be free from any participation in or aggravation of the injury to the creditor
Facts:
- Apr. 1987 – Taguiling and Herce agreed for the former to construcr a windmill for a consideration of P60,000 with one-year guaranty from the date of completion
- There were 2 proposals. The first pegged the contract price at P87,000 and was denied. The second was accepted.
- Herce made a downpayment of P30,000 and an installment payment of P15,000; leaving a balance of another P15,000
- Mar. 1988 – Taguiling filed a complaint to collect the amount after Herce refused to pay the balance.
In the trial court:
- Respondent: says he already paid the amount to San Pedro General Merchandicing (SPGMI) which constructed a deep well to which the windmill system was to be
connected. He says since the deep well formed part of the system, the payment tendered to SPGMI should be credited to his account by petitioner
- Moreover, assuming that he did owe P15,000, that it is offset by the fact that the structure collapsed afteraa strong wind hit their place
- Petitioner: (1) denies that the windmill system included construction of a deep well; (2) disowned any obligation to repair the system which he insists he delivered in
good working condition and that the collapse was attributable to a typhoon, a force majeur
- Trial court ruled in favor of petitioner: (1) “if the intention of the parties was to include the construction of a deep well, the same shouldve been stated in the
proposals”; (2) “there is no clear finding that the windmill system fell down due to the defect of the construction”

CA reversed the trial court:

- CA: “the term ‘deep well’ was mentioned in both proposals”
- Herce presented the testimony of Guillermo Pili, the proprietor of SPGMU which installed the deep well. Pili says Tanguilig told him that the cost of constructing the
well would be deducted from the contract price of P60,000
- CA also ordered the petitioner to repair the windmill in accordance with the stipulated one-year guaranty
- Motion to reconsider denied
Issue 1: Ratio:
W/N the agreement incuded installation of a deep well – NO - While the two proposals do mention the word “deep well”, it does not
mention its installation. It is merely to instruct Herce what kind of deep well
was suitable for the windmill system. This is evidenced by the prepositions
“for” and “suitable for” (he wouldve used conjunctions“and” or “with” if it
was the intent of the petitioner to include the same”
- In proposal 1: “windmill suitable for 2 inches diameter deep well
- In proposal 2: “windmill assembly for 2 inches or 3 inchess deep
well pump”
- Moreover, the testimony of Pili cannot be given substantial weight because
he never presented the letter allegedly sent to him by petitioner instructing
Pili to build the deep well and that it would be deducted from the P60,000
- The fact that it was Herce himself who handed Pili the P15,000
indicates that the contrac for the deep well was not part of the
windmill project
- Neither can Pili claim that he accepted his payment on behalf of petitioner
cause he isn’t authorized by petitioner to do so (Art. 1240, NCC)
- Arts. 1236 and 1237, NCC cannot apply because there is no
creditor-debtor relationship between Pili and petitioner. They
didn’t have a contract for Pili to instruct the deep well. If he really
was commissioned to do so, an agreement should have been
entered into
Issue 2: Ratio:
W/N the petitioner is obliged to reconstruct the windmill – YES - Petitioner failed to show that the collapse was due solely to a fortuitous
event, the “strong wind”
- On the contrary, strong wind should be present in places where windmills
are constructed
- The same is newly-constructed, it wouldn’t have collapsed had there been
no inherent degect in it which could only be attributable to the appellee
Issue 3: Ratio:
W.N private respondent was already in default in the payment of his outstanding - In reciprocal obligations, neither party incurs delay if the other doesn’t
balance of P15,000 – NO comply with or isnt ready to comply in a proper manner with what is
incumbent upon him
- The windmill’s failure to fucntion became incumbent upon petitioner to
institute the proper repairs in accordance with the guaranty in the contract
- Respondent couldn’t have been in delay because it is the petitioner who
should bear the expenses for the reconstruction of the windmill
Dispositive Portion:
“WHEREFORE, the petition is GRANTED. The assailed Decision is REVERSED and SET ASIDE. The marriage of Roridel Olaviano to Reynaldo Molina subsists and remains valid.”