G.R. No. 184300 - Malayan Insurance Co., Inc. vs. Philippine 1st Insurance Co., Inc.

Wyeth Philippines, Inc. (Wyeth) and Reputable Forwarder Services, Inc. (Reputable) executed annual contracts of carriage since 1989, whereby Reputable transported Wyeth’s products to its customers.
On November 18, 1993, Wyeth obtained Marine Policy No. MAR 13797 from Philippines First Insurance Co., Inc. (Philippines First), covering its nutritional and pharmaceutical products in transit, with a limit of ₱6,000,000 per land vehicle.
On December 1, 1993, Wyeth’s contract of carriage with Reputable—unsigned by Wyeth but adhered to by both parties—required Reputable to insure Wyeth’s goods and to answer for all risks, including theft and force majeure.
On February 11, 1994, Reputable procured a Special Risk Insurance Policy (SR Policy) No. SR-0001 02577 from Malayan Insurance Co., Inc. (Malayan) for ₱1,000,000.

On October 6, 1994, a truck carrying 1,000 boxes of Promil infant formula worth ₱2,357,582.70 was hijacked; the cargo was recovered two weeks later, stripped of its contents.
On March 8, 1995, Philippines First, after adjusting the claim, indemnified Wyeth for ₱2,133,257 and sought reimbursement from Reputable by subrogation; Reputable ignored the demand.
On August 12, 1996, Philippines First sued Reputable for the indemnified amount; Reputable answered, claiming private‐carrier status, nonbinding contract (unsigned by Wyeth), force majeure, and impleaded Malayan as third‐party defendant under the SR Policy.
Malayan denied liability, invoking Section 5 (other insurance clause) and Section 12 (other insurance/proportionate clause) of the SR Policy.

The Regional Trial Court (RTC) found Reputable liable to Philippines First for ₱2,133,257 plus fees and costs, and found Malayan liable to Reputable for ₱1,000,000 plus fees and costs.
Reputable appealed, challenging the contract’s validity and its liability as a private carrier; Malayan appealed, urging application of Section 5 to bar its liability or Section 12 for pro‐rata sharing.
The Court of Appeals (CA) affirmed with modification (deleting attorney’s fees for Reputable), ruling that Reputable is a private carrier estopped from challenging the contract, liable for all risks including force majeure, and that Malayan must pay the full ₱1,000,000 under Section 12 (prevailing over Section 5 due to lack of double insurance).
Malayan’s motion for reconsideration was denied, prompting the present petition for review on certiorari.

Whether Reputable is a private carrier or common carrier.
Whether Reputable is strictly bound by the unsigned contract of carriage, including liability for theft, robbery, and force majeure.
Whether Sections 5 and 12 of the SR Policy apply, and if so, which governs Malayan’s liability.
Whether Reputable and Malayan are solidarily liable to Philippines First for the remaining indemnity.