Facts:

The case involves International Freeport Traders, Inc. (IFTI) as the petitioner and Danzas Intercontinental, Inc. (Danzas) as the respondent. In March 1997, IFTI ordered a shipment of Toblerone chocolates and assorted confectioneries from Jacobs Suchard Tobler Ltd. of Switzerland through its Philippine agent, Colombo Merchants Phils., Inc., under the delivery term "F.O.B. Ex-Works." Jacobs engaged Danmar Lines of Switzerland to ship the goods, which issued negotiable house bills of lading signed by Danzas. The bills indicated that Jacobs was the shipper, China Banking Corporation was the consignee, and IFTI was to be notified of the shipment. The goods were to be delivered at the Clark Special Economic Zone, with Manila as the port of discharge, and were covered by Letters of Credit under a "freight collect" arrangement.

Danmar, lacking its own vessel, contracted Orient Overseas Container Line (OOCL) to transport the goods. OOCL issued a non-negotiable m...

Facts:

Background of the Shipment

• In March 1997, petitioner International Freeport Traders, Inc. (IFTI) ordered a shipment of Toblerone chocolates and assorted confectioneries from Jacobs Suchard Tobler Ltd. of Switzerland (Jacobs) through its Philippine agent, Colombo Merchants Phils., Inc. The delivery term was "F.O.B. Ex-Works."
• Jacobs engaged Danmar Lines of Switzerland (Danmar) to ship the goods. Danmar issued negotiable house bills of lading, signed by its agent, respondent Danzas Intercontinental, Inc. (Danzas). The bills of lading stated "F.O.B." and "freight payable at destination," with Jacobs as the shipper, China Banking Corporation as the consignee, and IFTI as the party to be notified.
• The shipment was to be delivered at the Clark Special Economic Zone, with Manila as the port of discharge. The goods were covered by Letters of Credit MK-97/0467 and MK-97/0468 under a "freight collect" arrangement.

Transportation Arrangements

• Danmar, lacking its own vessel, contracted Orient Overseas Container Line (OOCL) to ship the goods from Switzerland. OOCL issued a non-negotiable master bill of lading, stating that the freight was prepaid, with Danmar as the shipper and Danzas as the consignee and party to be notified.
• Danmar paid OOCL an arbitrary fee of US$425.00 to cover brokerage, trucking, wharfage, arrastre, and processing expenses for the release of the goods from the port and delivery to Clark.

Arrival and Release of Goods

• The goods arrived at the Port of Manila on May 14, 1997. Danzas informed IFTI of the arrival, and IFTI prepared the import permit needed for customs clearance.
• Danzas requested IFTI to surrender the original bills of lading and provide a bank guarantee to secure the release of the goods. IFTI initially refused, claiming the letters of credit covered the shipment.
• IFTI eventually provided a bank guarantee on May 23, 1997, but Danzas secured it only on June 6, 1997. Danzas also required a promissory note from IFTI to release the goods.
• The goods were finally released on June 13, 1997, and delivered to IFTI at Clark on June 16, 1997.

Dispute Over Charges

• Danzas billed IFTI for handling charges totaling P181,809.45. IFTI refused to pay, arguing that it was not liable for the charges and that Danzas failed to process the release of the goods within the free storage period.
• Danzas filed a complaint for sum of money against IFTI. The Metropolitan Trial Court (MeTC) ruled in favor of Danzas, but the Regional Trial Court (RTC) dismissed the complaint. The Court of Appeals (CA) reversed the RTC decision, holding IFTI liable for the charges.

Issue:

• (Unlock)

Ruling:

• (Unlock)

Ratio:

• A contract is perfected by the meeting of the offer and acceptance upon the thing and the cause that constitute the contract. IFTI's actions, including its provision of a bank guarantee and promissory note, demonstrated its consent to the contract with Danzas.
• Under arbitrary shipments, imported goods are allowed to stay in the port free of charge for three working days. Beyond this period, storage fees, electric charges, and demurrage become due. IFTI's delay in providing the necessary documents caused the goods to incur additional charges, making IFTI liable for these costs.

Conclusion:

The Supreme Court denied IFTI's petition and affirmed the Court of Appeals' decision, holding IFTI liable for the charges incurred due to the delay in the release of the goods.