Case Digest (G.R. No. 170633)
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 theCase Digest (G.R. No. 170633)
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)