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Serg’s Products v.

PCI Leasing

Facts:

On 13 February 1998, PCI Leasing and Finance, Inc. filed a complaint for sum of money, with an
application for a writ of replevin. On 6 March 1998, upon an ex-parte application of PCI Leasing, judge
issued a writ of replevin directing its sheriff to seize and deliver the machineries and equipment to PCI
Leasing after 5 days and upon the payment of the necessary expenses. On 24 March 1998, the
sheriff proceeded to petitioner's factory, seized one machinery with word that the return for the other
machineries. On 25 March 1998, petitioners filed a motion for special protective order, invoking the
power of the court to control the conduct of its officers and amend and control its processes, praying
for a directive for the sheriff to defer enforcement of the writ of replevin. On 6 April 1998, the sheriff
again sought to enforce the writ of seizure and take possession of the remaining properties. He was
able to take two more, but was prevented by the workers from taking the rest. On 7 April 1998, they
went to the CA via an original action for certiorari.

Citing the Agreement of the parties, the appellate court held that the subject machines were personal
property, and that they had only been leased, not owned, by petitioners; and ruled that the "words of
the contract are clear and leave no doubt upon the true intention of the contracting parties." It thus
affirmed the 18 February 1998 Order, and the 31 March 1998 Resolution of the lower court, and lifted
the preliminary injunction issued on 15 June 1998. A subsequent motion for reconsideration was
denied on 26 February 1999. Hence, the petition for review on certiorari.

Issue:

Whether the machines are personal or real property?

Held:

The machinery were essential and principal elements of their chocolate-making industry. Hence,
although each of them was movable or personal property on its own, all of them have become
"immobilized by destination because they are essential and principal elements in the industry." The
machines are thus, real, not personal, property pursuant to Article 415 (5) of the Civil Code.

Contracting parties may validly stipulate that a real property be considered as personal. After agreeing
to such stipulation, they are consequently estopped from claiming otherwise. Under the principle of
estoppel, a party to a contract is ordinarily precluded from denying the truth of any material fact found
therein. Thus, said machines are proper subjects of the Writ of Seizure (compare Tumalad v.
Vicencio).

The holding that the machines should be deemed personal property pursuant to the Lease Agreement
is good only insofar as the contracting parties are concerned. Hence, while the parties are bound by
the Agreement, third persons acting in good faith are not affected by its stipulation characterizing the
subject machinery as personal. In the present case, however, there is no showing that any specific
third party would be adversely affected.