Tanguling v.

CA (1997)
Petitioners: JACINTO TANGUILIG, DOING BUSINESS UNDER THE NAME AND STYLE
J.M.T. ENGINEERING AND GENERAL MERCHANDISING
Respondents: COURT OF APPEALS AND VICENTE HERCE JR.,
Ponente: BELLOSILLO
Topic: Remedies for Breach
SUMMARY: (1-2 sentence summary of facts, issue, ratio and ruling)
FACTS:
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In April 1987, Tanguilig of JMT Engineering and General Merchandising proposed to

construct a windmill system for Herce, Jr. They agreed on the construction of the
windmill for P60,000.00 with a one-year guaranty from the date of completion and
acceptance by Herce of the project.
Herce paid PHP 30k as down payment and PHP 15k as installment, leaving a balance of
PHP 15k.
In March 1988, Tanguilig filed a complaint to collect PHP 15k due to Herces refusal and
failure to pay the balance.
Herce contends that the PHP 15k was already paid to San Pedro General
Merchandising Inc. (SPGMI) which constructed a deep well to which the windmill system
was to be connected. He claimed that since the deep well formed part of the system,
Tanguilig should credit the amount to Herces account. Moreover, assuming that Herce
owed Tanguilig, this should be offset by defects in the windmill system which
caused the structure to collapse after it was hit by strong wind.
Tanguilig replied that the deep well was not included in the agreement, for the P60k was
solely for the windmill assembly and its installation. He disowned any obligation to repair
or reconstruct the system, claiming that the windmill system was delivered in good and
working condition, and that Herce accepted it without protest. Besides, since the
collapse was attributable to a typhoon, a force majeure, he believed he is relieved from
liability.
The trial court ruled that the deep well was not part of the windmill project as evidenced
by the proposal letters of Tanguilig to Herce. It said that if such was the intention of the
parties, it should have been included. With respect to the repair of the windmill, there
was no clear and convincing proof that it fell down due to defect of construction.
The CA reversed the trial courts ruling, saying that the construction of the deep well was
part of the windmill system. Credence was given to the testimony of Guillermo Pili of
SPGMI that Tanguilig told him that the deep well construction cost would be deducted
from the contract price of P60k. It also rejected Tanguiligs claim of force majeure. Thus,
it ordered Tanguilig to reconstruct the windmill in accordance with the stipulated oneyear guaranty.

ISSUES:

WON Tanguilig is under obligation to reconstruct the collapsed windmill

o YES. In order for a party to claim exemption from liability by reason of fortuitous
event, the event should be the sole and proximate cause of the loss or
destruction of the object of the contract.
o According to Nakpil vs. CA, four requisites must concur: 1) the cause of the
breach must be independent of the will of the debtor; 2) the event must be
unforeseeable or unavoidable; 3) the event must such as to render it impossible
for the debtor to fulfill his obligation in a normal manner; and 4) the debtor must
be free from any participation in or aggravation of the injury to the creditor.
o Tanguilig failed to show that the collapse of the windmill was due solely to a
fortuitous event. The evidence does not disclose that there was actually a
typhoon on the day the windmill collapsed. Tanguilig merely stated that there was
a "strong wind." But a strong wind in this case cannot be fortuitous
unforeseeable nor unavoidable. On the contrary, a strong wind should be present
in places where windmills are constructed; otherwise the windmills will not turn.
o Tanguiligs argument that Herce was already in default and hence should bear
his own loss is untenable. When the windmill failed to function properly it became
incumbent upon Tanguilig to institute the proper repairs in accordance with the
guaranty stated in the contract. Thus, Herce cannot be said to have incurred
delay. Instead, it is Tanguilig who should bear the expenses for the reconstruction
of the windmill. A1167 of the Civil Code is explicit that if a person obliged to do
something fails to do it, the same shall be executed at his cost.

NOTES:

WoN the agreement to construct the windmill included the installation of a deep well
o NO. Although the words deep well and deep well pump appear in the
proposal, they are preceded by the prepositions for and suitable for which
were meant only to convey the idea that the proposed windmill would be
appropriate for a deep well pump of a specific size. If the real intent was to
include the deep well, and or with would have been used.
o In case of doubt in the interpretation of contracts, contemporaneous and
subsequent acts shall be principally considered. An examination of such acts of
respondent as well as the attendant circumstances does not persuade the court
to uphold respondent.
o Herce insists that Tanguilig verbally agreed that the contract price covered the
installation of a deep well and that since petitioner did not have the capacity to do
so, SPGMI was hired to do the work, the cost of which was to be deducted from
the contract price. Such agreement is unsubstantiated since no evidence of such
agreement was presented to the court. Moreover, it was Herce who paid P15k to
Pili, indicating that the contract for the deep well was not part of the windmill
project but a separate agreement between Herce and Pili.
o Neither can Herce claim that Pili accepted his payment on behalf of Tanguilig as
per NCC, A1240 since it does not appear that Pili was authorized to do so.

A1236 and 1237 do not apply because no creditor-debtor relationship between

Tanguilig and Pili has been established regarding the deep well construction.