152 Marimperio Cia. Naviera S.A. v.

Court of Appeals 156 SCRA 368

Facts: Philippine Traders Corporation and Union Import and Export Corporation entered into
a joint business venture for the purchase of copra.
In connection thereto, Philippine Traders and Union commissioned Interocean to look for a
vessel, who in turn found the SS Paxoi (vessel) of Marimperio (Ship Owner) available.
Philippine and Union (the Real Charterers) authorized the Interocean (the Intermediary) to
negotiate for its charter but with instructions to keep confidential the fact that they are the
real charterers.
Consequently, a Charter Agreement for the hire of vessel was entered into by the Ship
Owner and the Intermediary which was made to appear as charterer. Relevant portions of
the Agreement states:
o

1 The Owners shall let, and the Charterers hire the Vessel for a period of 1 (one) trip via
safe port or ports Hong Kong, Philippine Islands and/or INDONESIA...

6. In default of payment of the Owners to have the right of withdrawing the vessel from
the services of the Charterers, without noting any protest and without interference by
any court or any formality whatsoever and without prejudice the Owners may otherwise
have on the Charterers under the Charter.

20. The Charterers to have the option of subletting the Vessel, giving due notice to the
Owners, but the original Charterers always to remain responsible to the Owners for due
performance of the Charter.

In view of the aforesaid Charter, the Intermediary sublet the said vessel to the Union which
in turn sublet the same to the Philippine Traders. The Real Charterers then cabled a firm
offer to their Seller to buy the tons of copra.
Thus the Charterers were notified that the vessel had sailed from Hsinkang, port of origin,
and had left on hire at that time and date under the Charter Agreement.
BUT the Charterers were however twice in default in its payments of the 1 st and 2nd set of 15
days hires.
Although the late payments for the charter of the vessel were received and acknowledged
by Ship Broker without comment or protest, said agent notified the Charterers that the Ship
Owners in accordance with Clause 6 of the Charter Party were withdrawing the vessel from
Charterer's service and holding said Charterer responsible for unpaid hirings and all legal
claims.
Consequently, the Ship Owners entered into another charter agreement with another
Charterer.
Meanwhile, the original Charterer again remitted the amount corresponding to the 3rd 15day hire of the vessel but this time the remittance was refused.
Thus, the real Charters (Philippine Traders and Union Joint Venture) filed a complaint against
the Unknown Owners of the Vessel "SS Paxoi" for specific performance with prayer for
preliminary attachment.
The Unknown Owners were later identified as Marimperio.

Issue 1: Do the Real Charterers have the legal capacity to bring the suit for specific
performance against Ship Owner based on the charter party? NO.

Doctrine:
General Rule: According to Article 1311 of the Civil Code, a contract takes effect between
the parties who made it, and also their assigns and heirs, except in cases where the rights
and obligations arising from the contract are not transmissible by their nature, or by
stipulation or by provision of law.
Since a contract may be violated only by the parties, thereto as against each other, in an
action upon that contract, the real parties in interest, either as plaintiff or as defendant,
must be parties to said contract. Therefore, a party who has not taken part in it cannot
sue or be sued for performance or for cancellation thereof, unless he shows that he has a
real interest affected thereby.
Furthermore, Article 652 of the Code of Commerce provides that the charter party shall
contain, among others, 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.

Here, it is obvious from the disclosure made in the charter party by the authorized
brokerthat the real charterer is the Interocean.

Unlike in a case of assignment of lease, where the lessee transmits absolutely his right, and
his personality disappears and there only remains in the juridical relation two persons: the
lessor and the assignee who now becomes a lessee,
in a sub-lease, there are two leases and two distinct judicial relations although
intimately connected and related to each other; the personality of the lessee does
not disappear; the lesssee does not transmit absolutely his rights and obligations to
the sub-lessee; and the sub-lessee generally does not have any direct action against
the owner of the premises as lessor, to require the compliance of the obligations
contracted with the plaintiff as lessee, or vice versa.
Exceptions: However, there are at least two (2) instances in the Civil Code which allow the
lessor to bring an action directly (accion directa) against the sub-lessee (use and
preservation of the premises under Art. 1651, and rentals under Article 1652).
1. As a rule, under Art. 1651, the sub-lessee is bound to the lessor for all acts which
refer to the use and preservation of the thing leased in the manner stipulated
between the lessor and the lessee.
2. Under Article 1652, the sub-lessee is subsidiarily liable to the lessor for any rent due
from the lessee. However, the sub-lessee shall not be responsible beyond the amount

of rent due from him, in accordance with the terms of the sub-lease xxx
It will be noted however that in said two Articles it is not the sub-lessee, but the lessor, who
can bring the action.
Doctrine: In the law of agency "with an undisclosed principal, the Civil Code in Article 1883
provides that if an agent acts in his own name, the principal has no right of action
against the persons with whom the agent has contracted; neither have such
persons against the principal.

Held: Here, the real charterers of the vessel were the Philippine Traders and Union; they
chartered the vessel through an intermediary (Interocean) which upon instructions from
them did not disclose their names. But 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.
Issue 2: Does the default of Charterer in the payment of the charter hire within the time
agreed upon gives Ship Owner a right to rescind the charter party extra judicially? Yes.
Clause 6 of the Charter party specifically provides that the Ship Owner has the right to
withdraw the vessel from the service of the charterers xxx.
Here, the delay in payment of the Charterers warrants the Ship Owners right to invoke the
withdrawal clause.
Issue 3: Can Ship Owner rescind the charter party extra-judicially? Yes.

Ratio: 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.