In finding for plaintiff, the trial court held that the

Republic of the Philippines

construction of the deep well was not part of the
SUPREME COURT
windmill project as evidenced clearly by the letter
Manila
proposals submitted by petitioner to respondent. 2 It
FIRST DIVISION noted that "[i]f the intention of the parties is to
include the construction of the deep well in the
project, the same should be stated in the proposals.
G.R. No. 117190 January 2, 1997 In the absence of such an agreement, it could be
JACINTO TANGUILIG doing business under the safely concluded that the construction of the deep
name and style J.M.T. ENGINEERING AND well is not a part of the project undertaken by the
GENERAL MERCHANDISING, petitioner, plaintiff." 3 With respect to the repair of the windmill,
vs. the trial court found that "there is no clear and
COURT OF APPEALS and VICENTE HERCE JR., convincing proof that the windmill system fell down
respondents. due to the defect of the construction." 4
The Court of Appeals reversed the trial court. It
ruled that the construction of the deep well was
BELLOSILLO, J.: included in the agreement of the parties because
This case involves the proper interpretation of the the term "deep well" was mentioned in both
contract entered into between the parties. proposals. It also gave credence to the testimony of
respondent's witness Guillermo Pili, the proprietor of
Sometime in April 1987 petitioner Jacinto M.
SPGMI which installed the deep well, that petitioner
Tanguilig doing business under the name and style
Tanguilig told him that the cost of constructing the
J.M.T. Engineering and General Merchandising
deep well would be deducted from the contract
proposed to respondent Vicente Herce Jr. to
price of P60,000.00. Upon these premises the
construct a windmill system for him. After some
appellate court concluded that respondent's
negotiations they agreed on the construction of the
payment of P15,000.00 to SPGMI should be applied
windmill for a consideration of P60,000.00 with a
to his remaining balance with petitioner thus
one-year guaranty from the date of completion and
effectively extinguishing his contractual obligation.
acceptance by respondent Herce Jr. of the project.
However, it rejected petitioner's claim of force
Pursuant to the agreement respondent paid
majeure and ordered the latter to reconstruct the
petitioner a down payment of P30,000.00 and an
windmill in accordance with the stipulated one-year
installment payment of P15,000.00, leaving a
guaranty.
balance of P15,000.00.
His motion for reconsideration having been denied
On 14 March 1988, due to the refusal and failure of
by the Court of Appeals, petitioner now seeks relief
respondent to pay the balance, petitioner filed a
from this Court. He raises two issues: firstly,
complaint to collect the amount. In his Answer
whether the agreement to construct the windmill
before the trial court respondent denied the claim
system included the installation of a deep well and,
saying that he had already paid this amount to the
secondly, whether petitioner is under obligation to
San Pedro General Merchandising Inc. (SPGMI)
reconstruct the windmill after it collapsed.
which constructed the deep well to which the
windmill system was to be connected. According to We reverse the appellate court on the first issue but
respondent, since the deep well formed part of the sustain it on the second.
system the payment he tendered to SPGMI should The preponderance of evidence supports the finding
be credited to his account by petitioner. Moreover, of the trial court that the installation of a deep well
assuming that he owed petitioner a balance of was not included in the proposals of petitioner to
P15,000.00, this should be offset by the defects in construct a windmill system for respondent. There
the windmill system which caused the structure to were in fact two (2) proposals: one dated 19 May
collapse after a strong wind hit their place. 1 1987 which pegged the contract price at P87,000.00
Petitioner denied that the construction of a deep (Exh. "1"). This was rejected by respondent. The
well was included in the agreement to build the other was submitted three days later, i.e., on 22
windmill system, for the contract price of May 1987 which contained more specifications but
P60,000.00 was solely for the windmill assembly proposed a lower contract price of P60,000.00 (Exh.
and its installation, exclusive of other incidental "A"). The latter proposal was accepted by
materials needed for the project. He also disowned respondent and the construction immediately
any obligation to repair or reconstruct the system followed. The pertinent portions of the first letter-
and insisted that he delivered it in good and working proposal (Exh. "1") are reproduced hereunder —
condition to respondent who accepted the same In connection with your Windmill System and
without protest. Besides, its collapse was Installation, we would like to quote to you as
attributable to a typhoon, a force majeure, which follows:
relieved him of any liability.
 One (1) Set — Windmill used instead the conjunctions "and" or "with." Since
suitable for 2 inches diameter the terms of the instruments are clear and leave no
deepwell, 2 HP, capacity, 14 doubt as to their meaning they should not be
feet in diameter, with 20 disturbed.
pieces blade, Tower 40 feet Moreover, it is a cardinal rule in the interpretation of
high, including mechanism contracts that the intention of the parties shall be
which is not advisable to accorded primordial consideration 5 and, in case
operate during extra-intensity of doubt, their contemporaneous and subsequent
wind. Excluding cylinder pump. acts shall be principally considered. 6 An
UNIT CONTRACT PRICE examination of such contemporaneous and
P87,000.00 subsequent acts of respondent as well as the
attendant circumstances does not persuade us to
The second letter-proposal (Exh. "A") provides as
uphold him.
follows:
Respondent insists that petitioner verbally agreed
In connection with your Windmill system,
that the contract price of P60,000.00 covered the
Supply of Labor Materials and Installation,
installation of a deep well pump. He contends that
operated water pump, we would like to quote
since petitioner did not have the capacity to install
to you as
the pump the latter agreed to have a third party do
follows —
the work the cost of which was to be deducted from
One (1) set — Windmill the contract price. To prove his point, he presented
assembly for 2 inches or 3 Guillermo Pili of SPGMI who declared that petitioner
inches deep-well pump, 6 Tanguilig approached him with a letter from
Stroke, 14 feet diameter, 1-lot respondent Herce Jr. asking him to build a deep well
blade materials, 40 feet Tower pump as "part of the price/contract which Engineer
complete with standard (Herce) had with Mr. Tanguilig." 7
appurtenances up to Cylinder
We are disinclined to accept the version of
pump, shafting U.S. adjustable
respondent. The claim of Pili that Herce Jr. wrote
International Metal.
him a letter is unsubstantiated. The alleged letter
One (1) lot — Angle bar, G.I. was never presented in court by private respondent
pipe, Reducer Coupling, Elbow for reasons known only to him. But granting that
Gate valve, cross Tee coupling. this written communication existed, it could not
One (1) lot — Float valve. have simply contained a request for Pili to install a
deep well; it would have also mentioned the party
One (1) lot — Concreting who would pay for the undertaking. It strains
materials foundation. credulity that respondent would keep silent on this
F. O. B. Laguna matter and leave it all to petitioner Tanguilig to
Contract Price P60,000.00 verbally convey to Pili that the deep well was part of
the windmill construction and that its payment
Notably, nowhere in either proposal is the would come from the contract price of P60,000.00.
installation of a deep well mentioned, even
remotely. Neither is there an itemization or We find it also unusual that Pili would readily
description of the materials to be used in consent to build a deep well the payment for which
constructing the deep well. There is absolutely no would come supposedly from the windmill contract
mention in the two (2) documents that a deep well price on the mere representation of petitioner,
pump is a component of the proposed windmill whom he had never met before, without a written
system. The contract prices fixed in both proposals commitment at least from the former. For if indeed
cover only the features specifically described the deep well were part of the windmill project, the
therein and no other. While the words "deep well" contract for its installation would have been strictly
and "deep well pump" are mentioned in both, these a matter between petitioner and Pili himself with the
do not indicate that a deep well is part of the former assuming the obligation to pay the price.
windmill system. They merely describe the type of That it was respondent Herce Jr. himself who paid
deep well pump for which the proposed windmill for the deep well by handing over to Pili the amount
would be suitable. As correctly pointed out by of P15,000.00 clearly indicates that the contract for
petitioner, the words "deep well" preceded by the the deep well was not part of the windmill project
prepositions "for" and "suitable for" were meant but a separate agreement between respondent and
only to convey the idea that the proposed windmill Pili. Besides, if the price of P60,000.00 included the
would be appropriate for a deep well pump with a deep well, the obligation of respondent was to pay
diameter of 2 to 3 inches. For if the real intent of the entire amount to petitioner without prejudice to
petitioner was to include a deep well in the any action that Guillermo Pili or SPGMI may take, if
agreement to construct a windmill, he would have any, against the latter. Significantly, when asked
why he tendered payment directly to Pili and not to
petitioner, respondent explained, rather lamely, that fortuitous — unforeseeable nor unavoidable.
he did it "because he has (sic) the money, so (he) On the contrary, a strong wind should be
just paid the money in his possession." 8 present in places where windmills are
constructed, otherwise the windmills will not
Can respondent claim that Pili accepted his payment
turn.
on behalf of petitioner? No. While the law is clear
that "payment shall be made to the person in whose The appellate court correctly observed that
favor the obligation has been constituted, or his "given the newly-constructed windmill
successor in interest, or any person authorized to system, the same would not have collapsed
receive it," 9 it does not appear from the record that had there been no inherent defect in it which
Pili and/or SPGMI was so authorized. could only be attributable to the appellee." 13
It emphasized that respondent had in his
Respondent cannot claim the benefit of the law
favor the presumption that "things have
concerning "payments made by a third person." 10
happened according to the ordinary course
The Civil Code provisions do not apply in the instant
of nature and the ordinary habits of life." 14
case because no creditor-debtor relationship
This presumption has not been rebutted by
between petitioner and Guillermo Pili and/or SPGMI
petitioner.
has been established regarding the construction of
the deep well. Specifically, witness Pili did not testify Finally, petitioner's argument that private
that he entered into a contract with petitioner for respondent was already in default in the
the construction of respondent's deep well. If SPGMI payment of his outstanding balance of
was really commissioned by petitioner to construct P15,000.00 and hence should bear his own
the deep well, an agreement particularly to this loss, is untenable. In reciprocal obligations,
effect should have been entered into. neither party incurs in delay if the other does
not comply or is not ready to comply in a
The contemporaneous and subsequent acts
proper manner with what is incumbent upon
of the parties concerned effectively belie
him. 15 When the windmill failed to function
respondent's assertions. These
properly it became incumbent upon
circumstances only show that the
petitioner to institute the proper repairs in
construction of the well by SPGMI was for the
accordance with the guaranty stated in the
sole account of respondent and that
contract. Thus, respondent cannot be said to
petitioner merely supervised the installation
have incurred in delay; instead, it is
of the well because the windmill was to be
petitioner who should bear the expenses for
connected to it. There is no legal nor factual
the reconstruction of the windmill. Article
basis by which this Court can impose upon
1167 of the Civil Code is explicit on this point
petitioner an obligation he did not expressly
that if a person obliged to do something fails
assume nor ratify.
to do it, the same shall be executed at his
The second issue is not a novel one. In a long cost.
line of cases 11 this Court has consistently
WHEREFORE, the appealed decision is
held that in order for a party to claim
MODIFIED. Respondent VICENTE HERCE JR. is
exemption from liability by reason of
directed to pay petitioner JACINTO M.
fortuitous event under Art. 1174 of the Civil
TANGUILIG the balance of P15,000.00 with
Code the event should be the sole and
interest at the legal rate from the date of the
proximate cause of the loss or destruction of
filing of the complaint. In return, petitioner is
the object of the contract. In Nakpil vs. Court
ordered to "reconstruct subject defective
of Appeals, 12 four (4) requisites must concur:
windmill system, in accordance with the one-
(a) the cause of the breach of the obligation
year guaranty" 16 and to complete the same
must be independent of the will of the
within three (3) months from the finality of
debtor; (b) the event must be either
this decision.
unforeseeable or unavoidable; (c) the event
must be such as to render it impossible for SO ORDERED.
the debtor to fulfill his obligation in a normal Padilla, Vitug, Kapunan and Hermosisima, Jr.,
manner; and, (d) the debtor must be free JJ., concur.
from any participation in or aggravation of
the injury to the creditor. Footnotes
Petitioner failed to show that the collapse of 1 TSN, 20 December 1988, pp. 10-12.
the windmill was due solely to a fortuitous 2 Exh. "A" and Exh. "1."
event. Interestingly, the evidence does not
disclose that there was actually a typhoon on 3 Rollo, p. 36.
the day the windmill collapsed. Petitioner 4 Id., p. 37.
merely stated that there was a "strong wind."
But a strong wind in this case cannot be 5 Kasilag v. Rodriguez, 69 Phil. 217
(1939).
6 Art. 1371, New Civil Code; GSIS v.
Court of Appeals, G.R. No. 52478, 30
October 1986, 145 SCRA 311; Serrano
v. Court of Appeals, No. L-46357, 9
October 1985, 139 SCRA 179.
7 TSN, 13 April 1989, pp. 18-19.
8 TSN, 13 April 1989, p. 22.
9 Art. 1240, New Civil Code.
10 Arts. 1236 and 1237, New Civil
Code.
11 Nakpil v. Court of Appeals, Nos. L-
47851, L-47863, L-47896, 3 October
1986, 144 SCRA 596; National Power
Corporation v. Court of Appeals, G.R.
Nos. L-47379 and 47481, 16 May
1988, 161 SCRA 334; National Power
Corporation v. Court of Appeals, G.R.
Nos. 103442-45, 21 May 1993, 222
SCRA 415.
12 See Note 11.
13 Rollo, p. 44.
14 Sec. 3, par. (y), Rule 131, Revised
Rules of Evidence.
15 Art. 1169, last par., New Civil
Code.
16 See CA Decision, p. 7; Rollo, p. 27.