BEHN, MEYER & CO. (LTD.) v. TEODORO R.

YANCO gone to the trouble of making fruitless attempts to substitute goods for the
G.R. No. 13203 | September 18, 1918 | Malcolm, J. merchandise named in the contract, but would have permitted the entire loss of
the shipment to fall upon the defendant.

FACTS: Behn Meyer failed to prove that it performed its part in the contract. In this case,
 A contract for sale of 80 drums of caustic soda was agreed between Behn, the place of delivery was Manila and Behn Meyer has not legally excused default
Meyer & Co. and Teodoro Yanco, the merchandise was shipped from New in delivery of the specified merchandise at that place. In resume, we find that the
York to Manila. plaintiff has not proved the performance on its part of the conditions precedent in
 The steamship was detained by the British authorities in Penang, causing the contract.
seventy-one of the eighty drums of caustic soda to be removed. Yanco
refused to accept what was left and also refused to accept the offer of
Behn Meyer to have the products substituted with other merchandise
which were different from what was ordered.
 The contract provided for “c.i.f. Manila, pagadero against delivery of
documents.”
 Yanco filed an action seeking for damages for alleged breach of contract.

ISSUE:
Whether petitioner should bear the burden of the loss of the merchandise

RULING:

Yes.

The rule as to delivery of goods by a vendor via a common carrier is that if the
contract is silent, delivery of seller to common carrier transfer ownership to buyer.
If the contract be silent as to the person or mode by which the goods are to be
sent, delivery by the vendor to a common carrier, in the usual and ordinary course
of business, transfers the property to the vendee.

If freight is paid by the buyer, he acquires ownership at the point of shipment but if
payment of freight is made by the seller, the title of property does not pass until the
goods have reached their destination.

The letters "c.i.f." found in British contracts stand for cost, insurance, and freight.
They signify that the price fixed covers not only the cost of the goods, but the
expense of freight and insurance to be paid by the seller.

In this case, in addition to the letters "c.i.f.," has the word following, "Manila." In
mercantile contracts of American origin the letters "F.O.B." standing for the words
"Free on Board," are frequently used. The meaning is that the seller shall bear all
expenses until the goods are delivered where they are to be "F.O.B." According
as to whether the goods are to be delivered "F.O.B." at the point of shipment or at
the point of destination determines the time when property passes.

Delivery was to be made in Manila. The word Manila in conjunction with the letters
"c.i.f." must mean that the contract price, covering costs, insurance, and freight,
signifies that delivery was to made at Manila. If petitioner Behn Meyer has seriously
thought that the place of delivery was New York and Not Manila, it would not have