Case Digest (G.R. No. 170633) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In MCC Industrial Sales Corporation v. Ssangyong Corporation, decided on October 17, 2007 under the 1987 Philippine Constitution, MCC Industrial Sales Corporation (MCC), a Manila‐based importer and wholesaler of stainless steel, contracted via fax with Ssangyong Corporation (Ssangyong), a South Korean steel trader with Philippine offices, for 220 metric tons of hot rolled stainless steel at US$1,860/MT, payable by irrevocable letter of credit (L/C). After Ssangyong procured the goods from POSCO in Korea, MCC could open only a partial L/C covering 110 MT. The order was then split into two pro forma invoices of 110 MT each, and later adjusted to two tranches of 100 MT each at US$1,700/MT. MCC opened an L/C for the first tranche, received the goods and requested a further price reduction. Ssangyong refused, demanded the second L/C by August 26, 2000, and upon MCC’s failure to comply, cancelled the contract and claimed damages. Ssangyong sued MCC, Sanyo Seiki and Gregory Chan in the Case Digest (G.R. No. 170633) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Background
- Petitioner MCC Industrial Sales Corporation (MCC), a Manila-based importer and wholesaler of stainless steel products.
- Respondent Ssangyong Corporation (Ssangyong), an international trading company headquartered in Seoul with regional offices in Makati.
- Contract Negotiations and Initial Order
- Ssangyong sent pro forma invoices by fax; MCC’s representative Gregory Chan (also Sanyo Seiki President) signed and returned them.
- On April 13, 2000, parties agreed to 220 MT of hot-rolled stainless steel at US$1,860/MT; formalized in Pro Forma Invoice No. ST2-POSTSO401 (April 17, 2000).
- Payment was to be via irrevocable Letter of Credit (L/C) at sight; delivery contingent upon L/C opening.
- Splitting of Order, Manufacturing and Price Adjustment
- MCC could only open a partial L/C, so Ssangyong split the 220 MT order into two 110 MT invoices (ST2-POSTS0401-1 and ST2-POSTS0401-2), both April 17, 2000.
- Ssangyong paid POSCO (steel manufacturer) in full and arranged for shipment; MCC repeatedly delayed L/C opening.
- On June 22, 2000, Ssangyong secured a US$30/MT discount and scheduled shipments of 100 MT on June 22 and the balance by June 27.
- MCC’s Delay and Ssangyong’s Demands
- Through June–July 2000, Ssangyong sent repeated faxes and letters demanding L/C details and opening; MCC sought extensions, citing credit-line constraints.
- Ssangyong offered further US$20/MT discount to facilitate payment, but MCC still failed to open the second L/C.
- On August 15, 2000, Ssangyong threatened contract cancellation and damages claim of US$96,132.18; on August 16, issued new pro forma invoices (100 MT each at US$1,700/MT), both signed by Chan.
- Subsequent L/C, Partial Performance and Lawsuit
- On August 17, 2000, MCC opened an L/C for US$170,000 covering one 100 MT tranche and received the goods.
- MCC requested a further price reduction for the second tranche; Ssangyong refused and on August 23 and September 11 formally canceled the contract and demanded US$97,317.37.
- On November 16, 2001, Ssangyong filed a civil action for breach of contract and damages before the Makati RTC; MCC’s demurrer to evidence was denied.
Issues:
- Whether the CA decision of August 31, 2005 became final and executory.
- Whether facsimile transmissions and their photocopies qualify as “electronic documents” under R.A. No. 8792 and Rules on Electronic Evidence.
- Whether a perfected contract of sale existed and if MCC breached it by failing to open the agreed L/C.
- Whether the award of actual damages and attorney’s fees was proper and supported by competent evidence.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)