PHILIPPINE ALUMINUM WHEELS, INC., petitioner, vs. FASGI ENTERPRISES, INC., respondent.
D E C I S I O N
On 01 June 1978, FASGI Enterprises Incorporated ("FASGI"), a corporation organized and existing under and by virtue of the laws of the State of California, United States of America, entered into a distributorship arrangement with Philippine Aluminum Wheels, Incorporated ("PAWI"), a Philippine corporation, and Fratelli Pedrini Sarezzo S.P.A. ("FPS"), an Italian corporation. The agreement provided for the purchase, importation and distributorship in the United States of aluminum wheels manufactured by PAWI. Pursuant to the contract, PAWI shipped to FASGI a total of eight thousand five hundred ninety four (8,594) wheels, with an FOB value of US$216,444.30 at the time of shipment, the first batch arriving in two containers and the second in three containers. Thereabouts, FASGI paid PAWI the FOB value of the wheels. Unfortunately, FASGI later found the shipment to be defective and in non-compliance with stated requirements, viz;
"A. contrary to the terms of the Distributorship Agreement and in violation of U.S. law, the country of origin (the Philippines) was not stamped on the wheels;
"B. the wheels did not have weight load limits stamped on them as required to avoid mounting on excessively heavy vehicles, resulting in risk of damage or bodily injury to consumers arising from possible shattering of the wheels;
"C. many of the wheels did not have an indication as to which models of automobile they would fit;
"D. many of the wheels did not fit the model automobiles for which they were purportedly designed;
"E. some of the wheels did not fit any model automobile in use in the United States;
"F. most of the boxes in which the wheels were packed indicated that the wheels were approved by the Specialty Equipment Manufacturer's Association (hereafter, `SEMA'); in fact no SEMA approval has been obtained and this indication was therefore false and could result in fraud upon retail customers purchasing the wheels."
On 21 September 1979, FASGI instituted an action against PAWI and FPS for breach of contract and recovery of damages in the amount of US$2,316,591.00 before the United States District Court for the Central District of California. In January 1980, during the pendency of the case, the parties entered into a settlement, entitled "Transaction" with the corresponding Italian translation "Convenzione Transsativa," where it was stipulated that FPS and PAWI would accept the return of not less than 8,100 wheels after restoring to FASGI the purchase price of US$268,750.00 via four (4) irrevocable letters of credit ("LC"). The rescission of the contract of distributorship was to be effected within the period starting January up until April 1980.
In a telex message, dated 02 March 1980, PAWI president Romeo Rojas expressed the company's inability to comply with the foregoing agreement and proposed a revised schedule of payment. The message, in part, read:
"We are most anxious in fulfilling all our obligations under compromise agreement executed by our Mr. Giancarlo Dallera and your Van Curen. We have tried our best to comply with our commitments, however, because of the situation as mentioned in the foregoing and currency regulations and restrictions imposed by our government on the outflow, of foreign currency from our country, we are constrained to request for a revised schedule of shipment and opening of L/Cs.
"After consulting with our bank and government monetary agencies and on the assumption that we submit the required pro-forma invoices we can open the letters of credit in your favor under the following schedule:
"A) First L/C - it will be issued in April 1980 payable 90 days thereafter
"B) Second L/C - it will be issued in June 1980 payable 90 days thereafter
"C) Third L/C - it will be issued in August 1980 payable 90 days thereafter
"D) Fourth L/C - it will be issued in November 1980 payable 90 days thereafter
"We understand your situation regarding the lease of your warehouse. For this reason, we are willing to defray the extra storage charges resulting from this new schedule. If you cannot renew the lease [of] your present warehouse, perhaps you can arrange to transfer to another warehouse and storage charges transfer thereon will be for our account. We hope you understand our position. The delay and the revised schedules were caused by circumstances totally beyond our control."
On 21 April 1980, again through a telex message, PAWI informed FASGI that it was impossible to open a letter of credit on or before April 1980 but assured that it would do its best to comply with the suggested schedule of payments. In its telex reply of 29 April 1980, FASGI insisted that PAWI should meet the terms of the proposed schedule of payments, specifically its undertaking to open the first LC within April of 1980, and that "If the letter of credit is not opened by April 30, 1980, then x x x [it would] immediately take all necessary legal action to protect [its] position."
Despite its assurances, and FASGI's insistence, PAWI failed to open the first LC in April 1980 allegedly due to Central Bank "inquiries and restrictions," prompting FASGI to pursue its complaint for damages against PAWI before the California district court. Pre-trial conference was held on 24 November 1980. In the interim, the parties, realizing the protracted process of litigation, resolved to enter into another arrangement, this time entitled "Supplemental Settlement Agreement," on 26 November 1980. In substance, the covenant provided that FASGI would deliver to PAWI a container of wheels for every LC opened and paid by PAWI:
"3.1 Sellers agree to pay FASGI Two Hundred Sixty-Eight Thousand, Seven Hundred Fifty and 00/100 Dollars ($268,750.00), plus interest and storage costs as described below. Sellers shall pay such amount by delivering to FASGI the following four (4) irrevocable letters of credit, confirmed by Crocker Bank, Main Branch, Fresno, California, as set forth below:
"(i) on or before June 30, 1980, a documentary letter of credit in the amount of (a) Sixty-Five Thousand, Three Hundred Sixty-nine and 00/100 Dollars ($65,369.00), (b) plus interest on that amount at the annual rate of 16.25% from January 1, 1980 until July 31, 1980, (c) plus Two Thousand Nine Hundred Forty Dollars and 00/100 ($2,940.00) and (d) with interest on that sum at the annual rate of 16.25% from May 1, 1980 to July 31, 1980, payable on or after August 31, 1980;
"(ii) on or before September 1, 1980, a documentary letter of credit in the amount of (a) Sixty-Seven Thousand, Seven Hundred Ninety-Three Dollars and Sixty-Seven Cents ($67,793.67) plus (b) Two Thousand, Nine Hundred Forty and 00/100 Dollars ($2,940.00), plus (c) interest at an annual rate equal to the prime rate of Crocker Bank, San Francisco, in effect from time to time, plus two percent on the amount in (a) from January 1, 1980 until December 21, 1980, and on the amount set forth in (b) from May 1, 1980 until December 21, 1980, payable ninety days after the date of the bill of lading under the letter of credit;
"(iii) on or before November 1, 1980, a documentary letter of credit in the amount of (a) Sixty-Seven Thousand, Seven Hundred Ninety-Three Dollars and Sixty-Seven Cents ($67,793.67) plus (b) Two Thousand, Nine Hundred Forty and 00/100 Dollars ($2,490.00), plus (c) interest at an annual rate equal to the prime rate of Crocker Bank, San Francisco, in effect from time to time, plus two percent on the amount in (a) from January 1, 1980 until February 21, 1981, and on the amount set forth in (b) from May 1, 1980 until February 21, 1981, payable ninety days after the date of the bill of lading under the latter of credit;
"(iv) on or before January 1, 1981, a documentary letter of credit in the amount of (a) Sixty-Seven Thousand, Seven Hundred Ninety-Three Dollars and Sixty-Seven Cents ($67,793.67) plus (b) Five Thousand, Eight Hundred Eighty and 00/100 Dollars ($5,880.00), plus (c) interest at an annual rate equal to the prime rate of Crocker Bank, San Francisco, in effect from time to time, plus two percent on the amount in (a) from January 1, 1980 until April 21, 1981, and on the amount set forth in (b) from May 1, 1980 until April 21, 1981, payable ninety days after the date of the bill of lading under the latter of credit."
Anent the wheels still in the custody of FASGI, the supplemental settlement agreement provided that -
"3.4 (a) Upon execution of this Supplemental Settlement Agreement, the obligations of FASGI to store or maintain the Containers and Wheels shall be limited to (i) storing the Wheels and Containers in their present warehouse location and (ii) maintaining in effect FASGI's current insurance in favor of FASGI, insuring against usual commercial risks for such storage in the principal amount of the Letters of Credit described in Paragraph 3.1. FASGI shall bear no liability, responsibility or risk for uninsurable risks or casualties to the Containers or Wheels.
"x x x x x x x x x
"(e) From and after February 28, 1981, unless delivery of the Letters of Credit are delayed past such date pursuant to the penultimate Paragraph 3.1, in which case from and after such later date, FASGI shall have no obligation to maintain, store or deliver any of the Containers or Wheels."
The deal allowed FASGI to enter before the California court the foregoing stipulations in the event of the failure of PAWI to make good the scheduled payments; thus -
"3.5 Concurrently with execution and delivery hereof, the parties have executed and delivered a Mutual Release (the `Mutual Release'), and a Stipulation for Judgment (the `Stipulation for Judgment') with respect to the Action. In the event of breach of this Supplemental Settlement Agreement by Sellers, FASGI shall have the right to apply immediately to the Court for entry of Judgment pursuant to the Stipulation for Judgment in the full amount thereof, less credit for any payments made by Sellers pursuant to this Supplemental Settlement Agreement. FASGI shall have the right thereafter to enforce the Judgment against PAWI and FPS in the United States and in any other country where assets of FPS or PAWI may be located, and FPS and PAWI hereby waive all defenses in any such country to execution or enforcement of the Judgment by FASGI. Specifically, FPS and PAWI each consent to the jurisdiction of the Italian and Philippine courts in any action brought by FASGI to seek a judgment in those countries based upon a judgment against FPS or PAWI in the Action."
In accordance with the aforementioned paragraph 3.5 of the agreement, the parties made the following stipulation before the California court:
"The undersigned parties hereto, having entered into a Supplemental Settlement Agreement in this action,
"IT IS HEREBY STIPULATED by and between plaintiff FASGI Enterprises, Inc. (`FASGI') and defendants Philippine Aluminum Wheels, Inc., (`PAWI'), and each of them, that judgment may be entered in favor of plaintiff FASGI and against PAWI, in the amount of Two Hundred Eighty Three Thousand Four Hundred Eighty And 01/100ths Dollars ($283,480.01).
"Plaintiff FASGI shall also be entitled to its costs of suit, and to reasonable attorneys' fees as determined by the Court added to the above judgment amount."
The foregoing supplemental settlement agreement, as well as the motion for the entry of judgment, was executed by FASGI president Elena Buholzer and PAWI counsel Mr. Thomas Ready.
PAWI, again, proved to be remiss in its obligation under the supplemental settlement agreement. While it opened the first LC on 19 June 1980, it, however, only paid on it nine (9) months after, or on 20 March 1981, when the letters of credit by then were supposed to have all been already posted. This lapse, notwithstanding, FASGI promptly shipped to PAWI the first container of wheels. Again, despite the delay incurred by PAWI on the second LC, FASGI readily delivered the second container. Later, PAWI totally defaulted in opening and paying the third and the fourth LCs, scheduled to be opened on or before, respectively, 01 September 1980 and 01 November 1980, and each to be paid ninety (90) days after the date of the bill of lading under the LC. As so expressed in their affidavits, FASGI counsel Frank Ker and FASGI president Elena Buholzer were more inclined to believe that PAWI's failure to pay was due not to any restriction by the Central Bank or any other cause than its inability to pay. These doubts were based on the telex message of PAWI president Romeo Rojas who attached a copy of a communication from the Central Bank notifying PAWI of the bank's approval of PAWI's request to open LCs to cover payment for the re-importation of the wheels. The communication having been sent to FASGI before the supplemental settlement agreement was executed, FASGI speculated that at the time PAWI subsequently entered into the supplemental settlement agreement, its request to open LCs had already been approved by the Central Bank. Irked by PAWI's persistent default, FASGI filed with the US District Court of the Central District of California the following stipulation for judgment against PAWI.
"PLEASE TAKE NOTICE that on May 17, 1982 at 10:00 A.M. in the Courtroom of the Honorable Laughlin E. Waters of the above Court, plaintiff FASGI ENTERPRISES, INC. (hereinafter `FASGI') will move the Court for entry of Judgment against defendant PHILIPPINE ALUMINUM WHEELS, INC. (hereinafter `PAWI'), pursuant to the Stipulation for Judgment filed concurrently herewith, executed on behalf of FASGI and PAWI by their respective attorneys, acting as their authorized agents.
"Judgment will be sought in the total amount of P252,850.60, including principal and interest accrued through May 17, 1982, plus the sum of $17,500.00 as reasonable attorneys' fees for plaintiff in prosecuting this action.
"The Motion will be made under Rule 54 of the Federal Rules of Civil Procedure, pursuant to and based upon the Stipulation for Judgment, the Supplemental Settlement Agreement filed herein on or about November 21, 1980, the Memorandum of Points and Authorities and Affidavits of Elena Buholzer, Franck G. Ker and Stan Cornwell all filed herewith, and upon all the records, files and pleadings in this action.
"The Motion is made on the grounds that defendant PAWI has breached its obligations as set forth in the Supplemental Settlement Agreement, and that the Supplemental Settlement Agreement expressly permits FASGI to enter the Stipulation for Judgment in the event that PAWI has not performed under the Supplemental Settlement Agreement."
On 24 August 1982, FASGI filed a notice of entry of judgment. A certificate of finality of judgment was issued, on 07 September 1982, by the US District Judge of the District Court for the Central District of California. PAWI, by this time, was approximately twenty (20) months in arrears in its obligation under the supplemental settlement agreement.
Unable to obtain satisfaction of the final judgment within the United States, FASGI filed a complaint for "enforcement of foreign judgment" in February 1983, before the Regional Trial Court, Branch 61, of Makati, Philippines. The Makati court, however, in an order of 11 September 1990, dismissed the case, thereby denying the enforcement of the foreign judgment within Philippine jurisdiction, on the ground that the decree was tainted with collusion, fraud, and clear mistake of law and fact. The lower court ruled that the foreign judgment ignored the reciprocal obligations of the parties. While the assailed foreign judgment ordered the return by PAWI of the purchase amount, no similar order was made requiring FASGI to return to PAWI the third and fourth containers of wheels. This situation, the trial court maintained, amounted to an unjust enrichment on the part of FASGI. Furthermore, the trial court said, the supplemental settlement agreement and the subsequent motion for entry of judgment upon which the California court had based its judgment were a nullity for having been entered into by Mr. Thomas Ready, counsel for PAWI, without the latter's authorization.
FASGI appealed the decision of the trial court to the Court of Appeals. In a decision, dated 30 July 1997, the appellate court reversed the decision of the trial court and ordered the full enforcement of the California judgment.
Hence this appeal.
Generally, in the absence of a special compact, no sovereign is bound to give effect within its dominion to a judgment rendered by a tribunal of another country; however, the rules of comity, utility and convenience of nations have established a usage among civilized states by which final judgments of foreign courts of competent jurisdiction are reciprocally respected and rendered efficacious under certain conditions that may vary in different countries.
In this jurisdiction, a valid judgment rendered by a foreign tribunal may be recognized insofar as the immediate parties and the underlying cause of action are concerned so long as it is convincingly shown that there has been an opportunity for a full and fair hearing before a court of competent jurisdiction; that trial upon regular proceedings has been conducted, following due citation or voluntary appearance of the defendant and under a system of jurisprudence likely to secure an impartial administration of justice; and that there is nothing to indicate either a prejudice in court and in the system of laws under which it is sitting or fraud in procuring the judgment. A foreign judgment is presumed to be valid and binding in the country from which it comes, until a contrary showing, on the basis of a presumption of regularity of proceedings and the giving of due notice in the foreign forum. Rule 39, section 48 of the Rules of Court of the Philippines provides:
Sec. 48. Effect of foreign judgments or final orders - The effect of a judgment or final order of a tribunal of a foreign country, having jurisdiction to render the judgment or final order is as follows:
x x x x
(b) In case of a judgment or final order against a person, the judgment or final order is presumptive evidence of a right as between the parties and their successors-in-interest by a subsequent title.
In either case, the judgment or final order may be repelled by evidence a want of jurisdiction, want of notice to the party, collusion, fraud, or clear mistake of law or fact.
In Soorajmull Nagarmull vs. Binalbagan-Isabela Sugar Co. Inc., one of the early Philippine cases on the enforcement of foreign judgments, this Court has ruled that a judgment for a sum of money rendered in a foreign court is presumptive evidence of a right between the parties and their successors-in-interest by subsequent title, but when suit for its enforcement is brought in a Philippine court, such judgment may be repelled by evidence of want of jurisdiction, want of notice to the party, collusion, fraud or clear mistake of law or fact. In Northwest Orient Airlines, Inc., vs. Court of Appeals, the Court has said that a party attacking a foreign judgment is tasked with the burden of overcoming its presumptive validity.
PAWI claims that its counsel, Mr. Ready, has acted without its authority. Verily, in this jurisdiction, it is clear that an attorney cannot, without a client's authorization, settle the action or subject matter of the litigation even when he honestly believes that such a settlement will best serve his client's interest.
In the instant case, the supplemental settlement agreement was signed by the parties, including Mr. Thomas Ready, on 06 October 1980. The agreement was lodged in the California case on 26 November 1980 or two (2) days after the pre-trial conference held on 24 November 1980. If Mr. Ready was indeed not authorized by PAWI to enter into the supplemental settlement agreement, PAWI could have forthwith signified to FASGI a disclaimer of the settlement. Instead, more than a year after the execution of the supplemental settlement agreement, particularly on 09 October 1981, PAWI President Romeo S. Rojas sent a communication to Elena Buholzer of FASGI that failed to mention Mr. Ready's supposed lack of authority. On the contrary, the letter confirmed the terms of the agreement when Mr. Rojas sought forbearance for the impending delay in the opening of the first letter of credit under the schedule stipulated in the agreement.
It is an accepted rule that when a client, upon becoming aware of the compromise and the judgment thereon, fails to promptly repudiate the action of his attorney, he will not afterwards be heard to complain about it.
Nor could PAWI claim any prejudice by the settlement. PAWI was spared from possibly paying FASGI substantial amounts of damages and incurring heavy litigation expenses normally generated in a full-blown trial. PAWI, under the agreement was afforded time to reimburse FASGI the price it had paid for the defective wheels. PAWI, should not, after its opportunity to enjoy the benefits of the agreement, be allowed to later disown the arrangement when the terms thereof ultimately would prove to operate against its hopeful expectations.
PAWI assailed not only Mr. Ready's authority to sign on its behalf the Supplemental Settlement Agreement but denounced likewise his authority to enter into a stipulation for judgment before the California court on 06 August 1982 on the ground that it had by then already terminated the former's services. For his part, Mr. Ready admitted that while he did receive a request from Manuel Singson of PAWI to withdraw from the motion of judgment, the request unfortunately came too late. In an explanatory telex, Mr. Ready told Mr. Singson that under American Judicial Procedures when a motion for judgment had already been filed a counsel would not be permitted to withdraw unilaterally without a court order. From the time the stipulation for judgment was entered into on 26 April 1982 until the certificate of finality of judgment was issued by the California court on 07 September 1982, no notification was issued by PAWI to FASGI regarding its termination of Mr. Ready's services. If PAWI were indeed hoodwinked by Mr. Ready who purportedly acted in collusion with FASGI, it should have aptly raised the issue before the forum which issued the judgment in line with the principle of international comity that a court of another jurisdiction should refrain, as a matter of propriety and fairness, from so assuming the power of passing judgment on the correctness of the application of law and the evaluation of the facts of the judgment issued by another tribunal.
Fraud, to hinder the enforcement within this jurisdiction of a foreign judgment, must be extrinsic, i.e., fraud based on facts not controverted or resolved in the case where judgment is rendered, or that which would go to the jurisdiction of the court or would deprive the party against whom judgment is rendered a chance to defend the action to which he has a meritorious case or defense. In fine, intrinsic fraud, that is, fraud which goes to the very existence of the cause of action - such as fraud in obtaining the consent to a contract - is deemed already adjudged, and it, therefore, cannot militate against the recognition or enforcement of the foreign judgment.
Even while the US judgment was against both FPS and PAWI, FASGI had every right to seek enforcement of the judgment solely against PAWI or, for that matter, only against FPS. FASGI, in its complaint, explained:
"17. There exists, and at all times relevant herein there existed, a unity of interest and ownership between defendant PAWI and defendant FPS, in that they are owned and controlled by the same shareholders and managers, such that any individuality and separateness between these defendants has ceased, if it ever existed, and defendant FPS is the alter ego of defendant PAWI. The two entities are used interchangeably by their shareholders and managers, and plaintiff has found it impossible to ascertain with which entity it is dealing at any one time. Adherence to the fiction of separate existence of these defendant corporations would permit an abuse of the corporate privilege and would promote injustice against this plaintiff because assets can easily be shifted between the two companies thereby frustrating plaintiff's attempts to collect on any judgment rendered by this Court."
Paragraph 14 of the Supplemental Settlement Agreement fixed the liability of PAWI and FPS to be "joint and several" or solidary. The enforcement of the judgment against PAWI alone would not, of course, preclude it from pursuing and recovering whatever contributory liability FPS might have pursuant to their own agreement.
PAWI would argue that it was incumbent upon FASGI to first return the second and the third containers of defective wheels before it could be required to return to FASGI the purchase price therefor, relying on their original agreement (the "Transaction"). Unfortunately, PAWI defaulted on its covenants thereunder that thereby occasioned the subsequent execution of the supplemental settlement agreement. This time the parties agreed, under paragraph 3.4(e) thereof, that any further default by PAWI would release FASGI from any obligation to maintain, store or deliver the rejected wheels. The supplemental settlement agreement evidently superseded, at the very least on this point, the previous arrangements made by the parties.
PAWI cannot, by this petition for review, seek refuge over a business dealing and decision gone awry. Neither do the courts function to relieve a party from the effects of an unwise or unfavorable contract freely entered into. As has so aptly been explained by the appellate court, the over-all picture might, indeed, appear to be onerous to PAWI but it should bear emphasis that the settlement which has become the basis for the foreign judgment has not been the start of a business venture but the end of a failed one, and each party, naturally, has had to negotiate from either position of strength or weakness depending on its own perception of who might have to bear the blame for the failure and the consequence of loss.
Altogether, the Court finds no reversible error on the part of the appellate court in its appealed judgment.
WHEREFORE, the decision of the Court of Appeals is AFFIRMED. No costs.
Melo, (Chairman), Panganiban, Purisima, and Gonzaga-Reyes, JJ., concur.
 Complaint for Damages filed by FASGI before the US District Court for the Central District of California, Case No. 79-03661-HP, entitled "FASGI Enterprises vs. PAWI and FPS, filed on 21 September 1979." (Rollo, p. 68)
 Pertinent provisions of the "Transaction" executed between the parties include:
"2) FPS and PAWI accept the return to them of the products supplied to FASGI, at the forfeitglobal price of USA$268,750 and more precisely $13,273 for the wheels and bolts supplied by FPS and to be returned to them, and $253,477 for wheels and caps supplied by PAWI and to be returned to them.
"3) FASGI therefore agrees to return to PAWI not less than 8,100 wheels plus relative caps, still in their original packing; agrees to return to FPS the 120 wheels and bolts received;
"4) PAWI reserves the right, recognized by FASGI, to take back the materials supplied - four containers - either in one lot or in four separate lots, respectively by January, February, March and April 1980. In case PAWI should opt for the second alternative, it must pay to FASGI the sum of US$6,000 for storage and custody, provided the withdrawal takes place not later than the 30th of April, 1980.
"x x x x x x x x x
"6) In case all the goods are returned in one lot by January 1980, in payment of the same and before their shipment from Fresno, PAWI will issue four Letters of Credit, irrevocable, each one of the same amount, payable at 90-120-150-180 days from the date of the invoice that FASGI will issue for the goods returned.
"If on the other hand the goods are returned in four lots, the four Letters of Credit, increased each one by $1,500 covering the amount referred to point 4), will be issued at 90 days from the date of each shipment, which must be in January, February, March, April 1980.
"However, in both cases, each Letter of Credit must include also the USA current interests retroactive from the first January 1980 to the each Letter of Credit maturity, in addition to the fixed amount. Above interests will be calculated on the base of USA current `prime rate', increased by two points.
"The Letters of Credit must be accepted and confirmed by Crocker Bank of Fresno, California.
"7) The same method of payment will apply to FPS goods, and precisely Letter of Credit as above confirmed with expiry 60 days from shipment date and relative interests from the first January 1980.
"8) FASGI will issue the appropriate invoices for goods returning with interests calculated from the first January 1980 on the base of USA current rate and precisely the `prime rate' increased by two points.
"9) The judicial proceedings initiated by FASGI ENTERPRISES before the Los Angeles Court will be abandoned with compensatory costs. The Parties undertake to sign any documents necessary to formalize the renunciation of any legal action.
"x x x x x x x x x
"11) With the issue of the aforesaid Letters of Credit accepted as above and of the payments having taken place and the return of the wheels as stated above having been carried out, any and every reason or claim between the Parties, relative to the agreement of exclusive sale as given in point 1) of the PREMISE, the summons brought before the Los Angeles Court will be resolved, settled and concluded." (Rollo, pp. 100-101)
 Rollo, pp. 106.
 Rollo, p. 107.
 Rollo, p. 109.
 Rollo, pp. 88-90.
 Rollo, pp. 91-92.
 Rollo, p. 93.
 Rollo, pp. 113-114.
 Rollo, pp. 117-118.
 Rollo, pp. 237-244.
 Penned by Justice Emeterio C. Cui, concurred by Justice Corona Ibay Somera and Justice Salvador J. Valdez, Jr.
 Cuculu vs. Louisiana Ins. Co. (La) Mart NS 464
 Private International Law, Jovito R. Salonga, Rex Bookstore, Manila, Philippines, 1995 Edition, p. 543.
 33 SCRA 46.
 241 SCRA 192.
 Caballero vs. Deiparine, 60 SCRA 136; Acenas vs. Sison, 8 SCRA 711.
 Dungo vs. Lopena, 116 Phil. 1305.
 Salonga, supra., at 558.
 Labayen vs. Talisay-Silay Milling Co., 40 O.G., 2nd Supp. No. 3, p. 109.
 Salonga, supra.
 Rollo, p. 71.
 See Petition for Review on Certiorari, G.R. No. 137378, pp. 14-15.
 "Transaction," supra.
 (e) From and after February 28, 1981, unless delivery of the Letters of Credit are delayed past such date pursuant to the penultimate paragraph of Paragraph 3.1, in which case from and after such later date, FASGI shall have no obligation to maintain, store or deliver any of the containers or wheels.
 Decision, Court of Appeals, 30 July 1997, Rollo, p. 53.