Facts:

In the case of Jesus Azcona vs. Pacific Commercial Company, the plaintiff, Dr. Jesus Azcona, filed a complaint in the Court of First Instance of Manila on December 2, 1935, seeking the rescission of a contract he had entered into with the defendant, Pacific Commercial Company, on January 5, 1933. The purpose of the contract was to purchase a Fricke-Glasser X-Ray Dosimeter machine for the price of P1,300, of which Azcona had already paid P658.37. He requested the return of this amount along with legal interest upon returning the machine to the defendant.

The events leading up to the complaint reveal that Azcona, a practicing physician, had previously attempted to acquire a dosimeter machine from the defendant starting from an order placed in May 1931. After two unsuccessful attempts with broken machines delivered to him, he received the third dosimeter in apparent good condition. However, after only a short time of operation, the third machine failed to work. Azcona alleged that

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Facts:

Background of the Parties

• Plaintiff Jesus Azcona is a well-established medical specialist and surgeon in Manila who, for over sixteen years, has operated an X‑Ray clinic using various dosimeters.
• Defendant Pacific Commercial Company is a corporation duly organized under Philippine laws, with its principal office in Manila.

The Transaction and Order of the Dosimeter

• In early 1931, the plaintiff, desiring an additional dosimeter, corresponded with the Victoreen Instrument Company of Ohio and learned that the Manila agent was the defendant.
• On or about May 28, 1931, the plaintiff placed an order for a Fricke‑Glasser X‑Ray Dosimeter and deposited P120 as initial payment (Receipt No. 382465).

Delivery, Inspection, and Rejection of Initial Machines

• The first dosimeter arrived in August 1931 and, upon inspection, was found to have broken parts; consequently, the plaintiff returned it to the defendant.
• A second machine delivered around August 1932 similarly exhibited defects (broken parts), leading the plaintiff to refuse acceptance and return it under a mutual agreement for replacement.

Delivery of the Third Dosimeter and Acceptance

• The third machine arrived in Manila on or about January 5, 1933.
• Unlike the previous deliveries, the third dosimeter was received in apparent good condition, which led the plaintiff to formally accept it by signing a Charge Order (Exhibit B) and executing a promissory note (Exhibit C) for the balance of the purchase price (P1,180 of a total agreed price of P1,300).
• Subsequent payments were made by the plaintiff as evidenced by a payment statement (Exhibit C‑1), amounting to a total of P706.52, with a noted payment of P658.37 by September 1935.

Subsequent Developments, Defects, and Dispute

• Soon after installation of the third dosimeter in his clinic, the machine functioned briefly (10–15 minutes) before ceasing without an explainable cause.
• The plaintiff attempted to have the machine repaired after attributing its malfunction to dampness. He was informed by Buckman (a representative from the Victoreen Instrument Company) and later by Becker (an employee of the defendant’s chemical products department) that repair was possible.
• Despite assurances, no effective repair was rendered, and the machine ceased functioning permanently.

Proceedings in the Lower Court

• The plaintiff filed a complaint in the Court of First Instance of Manila on December 2, 1935, seeking the rescission of the contract, refund of P658.37 along with legal interest, on the ground that the machine was defective.
• The defendant, in its answer, denied the allegations and introduced the special defense that:
• The machine was delivered in good condition.
• There was no guarantee that it would function to the plaintiff’s satisfaction.
• Additionally, the defendant filed a counterclaim for the remaining balance of P786.68 (plus 12% per annum interest from September 6, 1935 until full payment) and 10% of that sum for attorney’s fees and collection costs.
• A stipulation covering an agreed statement of facts (incorporating exhibits A, B, C, and supporting documents D, D‑1 to D‑41) was submitted during trial, which detailed the order, deliveries, returns, execution of the promissory note, and the subsequent payments made by the plaintiff.

Judgment and Appeal

• The trial court rendered judgment dismissing the plaintiff’s complaint and held him liable on the defendant’s counterclaim, ordering him to pay P786.68 plus interest and additional fees.
• The plaintiff appealed the decision, contending that:
• The trial court erred in finding that the defendant was not liable if the dosimeter did not function properly.
• The judgment improperly dismissed his claim for a refund of P658.37 in favor of enforcing the counterclaim.
• The motion for a new trial was wrongly denied.
• The record indicates that while the plaintiff initially signaled his intention to appeal to the Court of Appeals, he later requested that his bill of exceptions be forwarded directly to the Supreme Court.

Issue:

Liability for Defective Performance

• Whether the defendant was obligated to ensure the proper functioning of the dosimeter even after its acceptance by the plaintiff.
• If the representations (promises made by Buckman and Becker) regarding repair indicated an implied condition or warranty that the dosimeter would work properly.

Effect of Acceptance on Contractual Rights

• Whether the plaintiff’s acceptance of the third dosimeter—evidenced by signing the Charge Order and executing the promissory note—and his subsequent partial payments, constituted a ratification of the sale.
• Whether such acceptance precluded the right to rescind the contract and claim a refund.

Appellate Jurisdiction and Procedural Issues

• Whether the plaintiff’s request to have the bill of exceptions forwarded directly to the Supreme Court, despite indicating in his notice of appeal an intent to appeal to the Court of Appeals, was proper.
• Whether any mistake in the appellate procedure affected the determination of the substantive issues.

Interpretation of Commercial Practices

• Whether, under the principle that a sale by sample or fixed quality (as found in Article 327 of the Code of Commerce) mandates acceptance if the goods conform to the expected quality, the plaintiff was bound by the contract even if the machine later malfunctioned.

Ruling:

• (Subscriber-Only)

Ratio:

• (Subscriber-Only)

Doctrine:

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