143. Marimperio v.

CA  On April 29, 1965, the shipowners entered into another charter agreement with
G.R. No. L-40234 another Charterer, the Nederlansche Stoomvart of Amsterdam, the delivery date of
December 14, 1987 which was around May 3, 1965 for a trip via Indonesia to Antwep/Hamburg at an
By: Gayares increase charter cost.
Topic: Relativity of Contracts  Meanwhile, the original Charterer again remitted on April 30, 1965, the amount
Petitioner: Marimperio Compañia Naviera, S.A. corresponding to the 3rd 15-day hire of the vessel "PAXOI" but this time the
Respondent: Court of Appeals and Union Import and Export Corporation and Philippine remittance was refused.
Traders Corporation  On May 3,1965, respondents filed a complaint with the CFII, against the Unknown
Ponente: Paras, J. Owners of the Vessel "SS Paxoi" for specific performance with prayer for
preliminary attachment, alleging, among other things:
DOCTRINE: Since a contract may be violated only by the parties, thereto as against each o That the defendants (unknown owners) through their duly authorized
other, in an action upon that contract, the real parties in interest, either as plaintiff or as agent in London, the N & J Vlassopulos Ltd., ship brokers, entered into a
defendant, must be parties to said contract. Therefore, a party who has not taken part in it contract of Uniform Time-Charter with the Interocean Shipping Company
cannot sue or be sued for performance or for cancellation thereof, unless he shows that he of Manila through the latter's duly authorized broker, the Overseas
has a real interest affected thereby. Steamship Co., Inc., for the Charter of the vessel SS PAXOI' under the
terms and conditions appearing therein;
FACTS (Heads up. Long case): o That, immediately thereafter, the Interocean Shipping Company
 In 1964, Philippine Traders Corporation and Union Import and Export Corporation sublet,the said vessel to the plaintiff Union Import & Export, Corporation
entered into a joint business venture for the purchase of copra from Indonesia for which in turn sublet the same to the other plaintiff, the Philippine Traders
sale in Europe. Corporation; and
 James Liu, President and General Manager of the Union, took charge of the o Respondents as plaintiffs in the complaint obtained a writ of preliminary
European market and the chartering of a vessel to take the copra to Europe. attachment of vessel PAXOI' " which was anchored at Davao on May 5,
 Peter Yap of Philippine on the other hand, found one P.T. Karkam in Dumai 1969, upon the filing of the corresponding bond of P1,663,030.00.
Sumatra who had around 4,000 tons of copra for sale.  Petitioner alleged among others that the Charter Party covering its vessel "SS
 Exequiel Toeg of Interocean was commissioned to look for a vessel and he found PAXOI" was entered into by defendant with Interocean Shipping Co. which is not a
the vessel "SS Paxoi" of Marimperio available. party in the complaint; that defendant has no agreement or relationship
 Philippine and Union authorized Toeg to negotiate for its charter but with whatsoever with the plaintiffs; that plaintiffs are unknown to defendant; that the
instructions to keep confidential the fact that they are the real charterers. charter party entered into by defendant with the Interocean Shipping Co. over the
 Consequently, in London, a "Uniform Time Charter" for the hire of vessel "Paxoi" vessel "SS PAXOI" does not authorize a sub-charter of said vessel to other parties;
was entered into by the owner, Marimperio Compania Naviera, S.A. through its and that at any rate, any such sub-charter was without the knowledge or consent
agents (N. & J. Vlassopulos Ltd. and Matthews Wrightson, Burbridge, Ltd, to be of defendant or defendant's agent, and therefore, has no effect and/or is not
referred to simply as Matthews, representing Interocean Shipping Corporation) binding upon defendant.
which was made to appear as charterer, although it merely acted in behalf of the  On March 16, 1966, respondent Interocean Shipping Corporation filed a complaint-
real charterers, private respondents herein. in-intervention to collect what it claims to be its loss of income by way of
 The Charterer was however twice in default in its payments which were supposed commission and expenses.
to have been done in advance.  In its amended answer to the complaint-in-intervention petitioner, by way of
o The first 15-day hire comprising the period from March 27 to April 1-1, special defenses alleged that (1) the plaintiff-in-intervention, being the charterer,
1965 was paid despite follow-ups only on April 6, 1965; and did not notify the defendant shipowner, petitioner, herein, about any alleged sub-
o The second 15-day hire for the period from April 12 to April 27, 1965 was charter of the vessel "SS PAXOI" to the plaintiffs; consequently, there is no privity of
paid also despite follow-ups only on April 26, 1965. contract between defendant and plaintiffs and it follows that plaintiff-in-
 On April 14, 1965, upon representation of Toeg, the Esso Standard Oil Company intervention, as charterer, is responsible for defendant shipowner for the proper
supplied the vessel with 400 tons of bunker oil at a cost of US $6,982.73. performance of the charter party; (2) that the charter party provides that any
 Although the late payments for the charter of the vessel were received and dispute arising from the charter party should be referred to arbitration in London;
acknowledged by the agent without comment or protest, said agent notified that Charterer plaintiff-in-intervention has not complied with this provision of the
Matthews, by telex on April 23, 1965 that the shipowners, in accordance with charter party; consequently its complaint-in intervention is premature; and (3) that
Clause 6 of the Charter Party, were withdrawing the vessel from Charterer's service the alleged commission of 2 1/2 and not become due for the reason, among others,
and holding said Charterer responsible for unpaid hiring and all legal claims. that the charterer violated the contract, and the full hiring fee due the shipowner
was not paid in accordance with the terms and conditions of the charter party. By
 way of counterclaim defendant shipowner charged the plaintiff-in-intervention (which sublet the vessel to Union Import and Export Corporation which in turn sublet it to
attorney's fees and expenses of litigation in the sum of P10,000.00. Philippine Traders Corporation).
 On November 22, 1969 the Court of First Instance rendered its decision in favor of
defendant Marimperio Compania Naviera, S.A., petitioner herein. In a sub-lease, there are two leases and two distinct judicial relations although intimately
 Plaintiffs filed a Motion for Reconsideration and/or new trial and the intervenor connected and related to each other, unlike in a case of assignment of lease, where the
filed its motion for reconsideration and/or new trial. lessee transmits absolutely his right, and his personality disappears; there only remains in the
 Acting on the two motions for reconsideration, the CFI REVERSED its stand in its juridical relation two persons, the lessor and the assignee who is converted into a lessee.
amended decision. CFI further orders defendant to pay plaintiff-in-intervention the
amount of P15,450.44, representing the latter's commission as broker, with In other words, in a contract of sub-lease, the personality of the lessee does not disappear;
interest thereon at 6% per annum from the date of the filing of the complaint-in- he does not transmit absolutely his rights and obligations to the sub-lessee; and the sub-
intervention, until fully paid, plus the sum of P2,000.00 as attorney's fees. lessee generally does not have any direct action against the owner of the premises as lessor,
 CA affirmed the amended EXCEPT the portion granting commission to the to require the compliance of the obligations contracted with the plaintiff as lessee, or vice
intervenor- appellee, which it reversed thereby dismissing the complaint-in- versa.
intervention.
However, as an exception, there are at least two instances in the Civil Code which allows the
ISSUE: W/N respondents have the legal capacity to bring the suit for specific performance lessor to bring an action directly (accion directa) against the sub-lessee (use and preservation
against the petitioner based on the charter party? of the premises under Art. 1651, and rentals under Article 1652).

RULING: NO. Art. 1311 of the Civil Code states that a contract takes effect between the Art. 1651 reads: Without prejudice to his obligation toward the sub-lessor, the sub-lessee is
parties who made it, and also their assigns and heirs, except in cases where the rights and bound to the lessor for all acts which refer to the use and preservation of the thing leased in
obligations arising from the contract are not transmissible by their nature, or by stipulation the manner stipulated between the lessor and the lessee.
or by provision of law.
Art. 1652 reads: The sub-lessee is subsidiarily liable to the lessor for any rent due from the
Since a contract may be violated only by the parties, thereto as against each other, in an lessee. However, the sub-lessee shall not be responsible beyond the amount of rent due
action upon that contract, the real parties in interest, either as plaintiff or as defendant, must from him, in accordance with the terms of the sub-lease, at the time of the extra-judicial
be parties to said contract. demand by the lessor.

Therefore, a party who has not taken part in it cannot sue or be sued for performance or for Payments of rent in advance by the sub-lessee shall be deemed not to have been made, so
cancellation thereof, unless he shows that he has a real interest affected thereby. far as the lessor's claim is concerned, unless said payments were effected in virtue of the
custom of the place.
It is undisputed that the charter party, basis of the complaint, was entered into between
petitioner through its duly authorized agent in London, the N & J Vlassopulos Ltd., and the In said two Articles, it is not the sub-lessee, but the lessor, who can bring the action. In the
Interocean Shipping Company of Manila through the latter's duly authorized broker, the instant case, it is clear that the sub-lessee, as such, cannot maintain the suit they filed with
Overseas Steamship Co., Inc., represented by Matthews, Wrightson Burbridge Ltd., for the the trial court.
Charter of the 'SS PAXOI'.
In the law of agency "with an undisclosed principal, the Civil Code in Art. 1883 reads: If an
It is also alleged in both the Complaint and the Amended Complaint that the Interocean agent acts in his own name, the principal has no right of action against the persons with
Shipping Company sublet the said vessel to respondent Union Import and Export Corporation whom the agent has contracted; neither have such persons against the principal.
which in turn sublet the same to respondent Philippine Traders Corporation.
In such case the agent is the one directly bound in favor of the person with whom he has
It is admitted by respondents that the charterer is the Interocean Shipping Company. Article contracted, as if the transaction were his own, except when the contract involves things
652 of the Code of Commerce provides that the “charter party shall contain, among others, belonging to the principal.
the name, surname, and domicile of the charterer, and if he states that he is acting by
commission, that of the person for whose account he makes the contract”. The provisions of this article shag be understood to be without prejudice to the actions
between the principal and agent.
It is obvious from the disclosure made in the charter party by the authorized broker, the
Overseas Steamship Co., Inc., that the real charterer is the Interocean Shipping Company While in the instant case, the true charterers of the vessel were the private respondents
herein and they chartered the vessel through an intermediary which upon instructions from
them did not disclose their names. Art. 1883 cannot help the private respondents, because
although they were the actual principals in the charter of the vessel, the law does not allow
them to bring any action against the adverse party and vice, versa.

As to the default of the Charterer, Clause 6 of the Charter party specifically provides that the
petitioner has the right to withdraw the vessel from the service of the charterers, without
noting any protest and without interference of any court or any formality in the event that
the charterer defaults in the payment of hire. The payment of hire was to be made every
fifteen (15) days in advance.

When Vlassopulos notified Matthews of the withdrawal of the vessel from the Charterers'
service, the latter was already in default. Accordingly, under Clause 6 of the charter party the
owners had the right to withdraw "SS PAXO I" from the service of charterers, which
withdrawal they did.

The question that now arises is whether or not petitioner can rescind the charter party extra-
judicially. The answer is also in the affirmative. A contract is the law between the contracting
parties, and when there is nothing in it which is contrary to law, morals, good customs, public
policy or public order, the validity of the contract must be sustained.

A judicial action for the rescission of a contract is not necessary where the contract provides
that it may be revoked and cancelled for violation of any of its terms and conditions.

DISPOSITIVE: PREMISES CONSIDERED, (1) the decision of the Court of Appeals affirming the
amended decision of the Court of First Instance of Manila, Branch VIII, is hereby REVERSED
and SET ASIDE except for that portion of the decision dismissing the complaint-in
intervention; and (2) the original decision of the trial court is hereby REINSTATED.