BUNGE CORPORATION and UNIVERSAL COMMERCIAL AGENCIES, plaintiffs-appellees, vs.

ELENA CAMENFORTE and COMPANY, doing business or trading under the name and style of Visayan Products Company, ET AL., defendants-appellants. Topic: Effect of Perfected Contract of Sale & Loss of the Thing Sold FACTS: 1. Plaintiff Bunge Corporation (represented by Universal Commercial Agencies) entered into a contract of sale with Visayan Products Company whereby the latter sold to the former 500 long tons of merchantable Philippine copra on October 22, 1947. Visayan Products Co. failed to deliver the copra as according to the terms and conditions of the contract whereby the vendor should ship the stipulated copra during the month of November or December 1947, to San Francisco, California, U.S.A. for delivery to the vendee.

2. Bunge Corp, however sold to El Dorado Oil Works the quantity of copra it had purchased at
the same price agreed upon; and that because of the failure of the Visayan Product to fulfill its contract to ship and deliver the quantity of copra agreed upon within the period stipulated, the Bungee Corp has suffered damages. Visayan Product contended that no contract of sale was perfected. If any, it was that signed by Vicente Kho, the manager and controlling stockholder in Visayan Product Tacloban, but he was not authorized to sign a contract for Visayan Product Cebu. Kho admitted that he signed the contract and tried his best to deliver the copra but due to force majeure he failed to do so. Lower Court ordered for payment of damages by Visayan Product to Bunge Corp.

3. Upon appeal the question raised is not a matter of fact, but of law. Visayan Product now
admitted that a contract of sale of copra was entered into, alleging as a defense that the copra they had gathered and stored for delivery to the appellees in Samar was destroyed by force majeure which under the law has the effect of exempting them from liability for damages. Consequently, appellants now contend that the lower court erred in condemning them for damages despite the fact that their failure to fulfill the contract is due to force majeure. ISSUE: 1. WON there was a perfected contract of sale between El Dorado and Bunge Corp of the copra to be acquired from sale by Visayan Products 2. WON Visayan Product is liable for failure to deliver copra even if lost by force majeure HELD: 1. Yes. The lower court erred in disregarding the transaction with the El Dorado Oil Works simply because it found an apparent discrepancy in the dates appearing in the contracts. Contract between Bunge Corp and Visayan appears dated on October 22, 1947, and was executed in Cebu, Philippines, whereas contract between Bunge Corp and El Dorado dated on October 21, 1947, and was executed in New York City. The difference of one day in the execution of these documents is merely nominal because New York time is several hours behind Cebu time. In fact both transactions have been practically executed on the same day. Even supposing that the contract with the El Dorado Oil Works calls for future and not present deliveries. There is nothing improbable for the appellees to sell copra which they expect to acquire sometime in the future for purposes of speculation.

2. Yes. A perusal of this contract shows that the subject matter is Philippine copra. The sale
is to be made by weight, 500 long tons. It does not refer to any particular or specific lot of copra, nor does it mention the place where the copra is to be acquired. No portion of the copra has been earmarked or segregated. The vendor was at liberty to acquire the copra from any part of the Philippines. The sale simply refers to 500 long tons of the Philippine copra. The subject-matter is, therefore, generic, not specific. Hence, the

obligation cannot be deemed extinguished by the destruction or disappearance of the copra stored in San Ramon, Samar. Their obligation subsists as long as that commodity is available. A generic obligation is not extinguished by the loss of a thing belonging to a particular genus. Genus nunquan perit.