Roman v Grimalt

G.R. No. L-2412

April 11, 1906
TORRES, J.
Doctrine: If no contract of sale was actually executed by the parties the loss of the vessel must
be borne by its owner and not by a party who only intended to purchase it and who was unable
to do so on account of failure on the part of the owner to show proper title to the vessel and
thus enable them to draw up the contract of sale.
Facts: Pedro Roman and Andres Grimalt verbally agreed upon the sale of the schooner Santa
Marina. Grimalt agreed to buy the vessel and offered to pay in three installments of P500 each
on July 15, September 15, and November 15, 1904; provided the title papers to the vessel were
in proper form. The title of the vessel, however, was in the name of one Paulina Giron and not
in the name of Roman as the alleged owner. Roman promised to perfect his title to the vessel
but he failed, so the papers he presented did not show that he was the owner of the vessel. On
June 25, 1904, the vessel sank in the Manila harbor during a severe storm, even before Roman
was able to produce for Grimalt the proper papers showing that the former was in fact the
owner of the vessel in question and not Paulina Giron. As a result, Grimalt refused to pay the
purchase price when Roman made a demand on June 30, 1904. On July 2, 1904, Roman filed
this complaint in the CFI of Manila, which found that the parties had not arrived at a definite
understanding, and later dismissed said complaint.
Issue: Who should bear the risk of loss?
Ruling: The Supreme Court affirmed the decision of the lower court and declared Roman as the
one who should bear the risk of lost because there was no actual contract of sale. If no contract
of sale was actually executed by the parties, the loss of the vessel must be borne by its owner
and not by a party who only intended to purchase it and who was unable to do so on account of
failure on the part of the owner to show proper title to the vessel and thus enable them to
draw up the contract of sale. Grimalt was under no obligation to pay the price of the vessel, the
purchase of which had not been concluded. The conversations between the parties and the
letter Grimalt had written to Roman did not establish a contract sufficient in itself to create
reciprocal rights between the parties.