G.R. Nos. L-21000, 21002-21004, and 21006December 20, 1924In the matter of the involuntary insolvency of Umberto de Poli. BANK OF THE PHILIPPINE ISLANDS, ET AL.,claimants-appellees,vs.J.R. HERRIDGE, assignee of the insolvent estate of U. de Poli, BOWRING and CO., C.T. BOWRING and CO., LTD., and T.R. YANGCO,creditors-appellants.Crossfield and O'Brien, J.A. Wolfson and Camus and Delgado for appellants.Hartigan and Welch, Fisher and DeWitt and Gibbs and McDonough for appellees.OSTRAND,J.:The present appeals, all of which relate to the Insolvency of U. de Poli, have been argued together and as the principal questions involved are the same in all of them, the cases will be disposed of in one decision.The insolvent Umberto de Poli was for several years engaged on an extensive scale in the exportation of Manila hemp, maguey and other products of the country. He was also a licensed public warehouseman, though most of the goods stored in his warehouses appear to have been merchandise purchased by him for exportation and deposited there by he himself.In order to finance his commercial operations De Poli established credits with some of the leading banking institutions doing business in Manila at that time, among them the Hongkong & Shanghai Banking Corporation, the Bank of the Philippine Islands, the Asia Banking Corporation, the Chartered Bank of India, Australia and China, and the American Foreign Banking Corporation. The methods by which he carried on his business with the various banks was practically the same in each case and does not appear to have differed from the ordinary and well known commercial practice in handling export business by merchants requiring bank credits.De Poli opened a current account credit with the bank against which he drew his checks in payment of the products bought by him for exportation. Upon the purchase, the products were stored in one of his warehouses and warehouse receipts issued therefor which were endorsed by him to the bank as security for the payment of his credit in the account current. When the goods stored by the warehouse receipts were sold and shipped, the warehouse receipt was exchanged for shipping papers, a draft was drawn in favor of the bank and against the foreign purchaser, with bill of landing attached, and the entire proceeds of the export sale were received by the bank and credited to the current account of De Poli.itc-a1fOn December 8, 1920, De Poli was declared insolvent by the Court of First Instance of Manila with liabilities to the amount of several million pesos over and above his assets. An assignee was elected by the creditors and the election was confirmed by the court on December 24, 1920. The assignee qualified on January 4, 1921, and on the same date the clerk of the court assigned and delivered to him the property of the estate.Among the property taken over the assignee was the merchandise stored in the various warehouses of the insolvent. This merchandise consisted principally of hemp, maguey and tobacco. The various banks holding warehouse receipts issued by De Poli claim ownership of this merchandise under their respective receipts, whereas the other creditors of the insolvent maintain that the warehouse receipts are not negotiable, that their endorsement to the present holders conveyed no title to the property, that they cannot be regarded as pledges of the merchandise inasmuch as they are not public documents and the possession of the merchandise was not delivered to the claimants and that the claims of the holders of the receipts have no preference over those of the ordinary unsecured creditors.On July 20, 1921, the banks above-mentioned and who claim preference under the warehouse receipts held by them, entered into the following stipulation:lawphi1.netIt is stipulated by the between the undersigned counsel, for the Chartered Bank of India, Australia & China, the Hongkong & Shanghai Banking Corporation, the Asia Banking Corporation and the Bank of Philippine Islands that:Whereas, the parties hereto are preferred creditors of the insolvent debtor U. de Poli, as evidenced by the following quedans or warehouse receipts for hemp and maguey stored in the warehouses of said debtor:QUEDANS OR WAREHOUSE RECEIPTS OF THE CHARTERED BANKNo. A-131 for 3,808 bales hemp.No. A-157 for 250 bales hemp.No. A-132 for 1,878 bales maguey.No. A-133 for 1,574 bales maguey. Nos. 131, 132 and 133 all bear date November 6, 1920, and No. 157, November 19, 1920.QUEDANS OR WAREHOUSE RECEIPTS OF THE HONGKONG & SHANGHAI BANKING CORPORATIONNo. 130 for 490 bales hemp and 321 bales maguey.No. 134 for 1,970 bales hemp.No. 135 for 1,173 bales hemp.No. 137 for 237 bales hemp.QUEDANS OR WAREHOUSE RECEIPTS OF THE ASIA BANKING CORPORATIONNo. 57 issued May 22, 1920, 360 bales hemp.No. 93 issued July 8, 1920 bales hemp.No. 103 issued August 18, 1920, 544 bales hemp.No. 112 issued September 15, 1920, 250 bales hemp.No. 111 issued September 15, 1920, 2,007 bales maguey.QUEDANS OR WAREHOUSE RECEIPTS OF THE BANK OF THE PHILIPPINE ISLANDSNo. 147 issued November 13, 1920, 393 bales hemp.No. 148 issued November 13, 1920, 241 bales hemp.No. 149 issued November 13, 1920, 116 bales hemp.No. 150 issued November 13, 1920, 217 bales hemp.And whereas much of the hemp and maguey covered by the above mentioned quedans was either non-existent at the time of the issuance of said quedans or has since been disposed of by the debtor and of what remains much of the same hemp and maguey transferred by means of quedans to one of the parties hereto has also been transferred by means of other quedans to one or more of the other parties hereto andWhereas, the hemp and maguey covered by said quedans is to a considerable extent commingled.Now, therefore, it is hereby agreed subject to the rights of any other claimants hereto and to the approval of this Honorable Court that all that remains of the hemp and maguey covered by the warehouse receipts of the parties hereto or of any of them shall be adjudicated to them proportionately by grades in accordance with the quedans held by each as above set forth in accordance with the rule laid down in section 23 of the Warehouse Receipts Law for the disposition of commingled fungible goods.Manila, P.I., July 20, 1921.GIBBS, MCDONOUGH & JOHNSONBy A. D. GIBBSAttorneys for the Chartered Bankof India, Australia & ChinaFISHER & DEWITTBy C.A. DEWITTAttorneys for the Hongkong & ShanghaiBanking CorporationWOLFSON, WOLFSON & SCHWARZKOFFAttorneys for the Asia Banking CorporationHARTIGAN & WELCHAttorneys for the Bank of the Philippine IslandsClaims for hemp and maguey covered by the respective warehouse receipts of the banks mentioned in the foregoing stipulation were presented by each of said banks. Shortly after the adjudication of the insolvency of the firm of Wise & Co., one of the unsecured creditors of the insolvent on June 25, 1921, presented specific written objections to the claims of the banks on the ground of the insufficiency of the warehouse receipts and also to the stipulation above quoted on the ground that it was entered into for the purpose of avoiding the necessity of identifying the property covered by each warehouse receipt. Bowring & Co., C.T. Bowring Co., Ltd., and Teodoro R. Yangco, also unsecured creditors of the insolvent, appeared in the case after the decision of the trial court was rendered and joined with the assignee in his motion for a rehearing and in his appeal to this court.Upon hearing, the court below held that the receipts in question were valid negotiable warehouse receipts and ordered the distribution of the hemp and maguey covered by the receipts among the holders thereof proportionately by grades, in accordance with the stipulation above quoted, and in a supplementary decision dated November 2, 1921, the court adjudged the merchandise covered by warehouse receipts Nos. A-153 and A-155 to the Asia Banking Corporation. From these decisions the assignee of the insolvent estate, Bowring & Co., C.T. Bowring Co., Ltd., and Teodoro R. Yangco appealed to this court.The warehouse receipts are identical in form with the receipt involved in the case ofRoman vs. Asia Banking Corporation(46 Phil., 705), and there held to be a valid negotiable warehouse receipt which, by endorsement, passed the title to the merchandise described therein to the Asia Banking Corporation. That decision is, however, vigorously attacked by the appellants, counsel asserting, among other things, that "there was not a single expression in that receipt, or in any of those now in question, from which the court could or can say that the parties intended to make them negotiable receipts. In fact, this is admitted in the decision by the statement "... and it contains no other direct statement showing whether the goods received are to be delivered to the bearer, to a specified person, or to a specified person or his order." There is nothing whatever in these receipts from which the court can possibly say that the parties intended to use the phrase "a la orden" instead of the phrase "por orden," and thus to make said receipts negotiable. On the contrary, it is very clear from the circumstances under which they were issued, that they did not intend to do so. If there was other language in said receipts, such as would show their intention in some way to make said receipts negotiable, then there would be some reason for the construction given by the court. In the absence of language showing such intention, the court, by substituting the phrase "a la orden" for the phrase "por orden," is clearly making a new contract between the parties which, as shown by the language used by them, they never intended to enter into."These very positive assertions have, as far as we can see, no foundation in fact and rest mostly on misconceptions.Section 2 of the Warehouse Receipts Act (No. 2137) prescribes the essential terms of such receipts and reads as follows:Warehouse receipts needed not be in any particular form, but every such receipt must embody within its written or printed terms (a) The location of the warehouse where the goods are stored,(b) The date of issue of the receipt,(c) The consecutive number of the receipt,(d) A statement whether the goods received will be delivered to the bearer, to a specified person, or to a specified person or his order,(e) The rate of storage charges,(f) A description of the goods or of the packages containing them,(g) The signature of the warehouseman, which may be made by his authorized agent,(h) If the receipt is issued for goods of which the warehouseman is owner, either solely or jointly or in common with others, the fact of such ownership, and(i) A statement of the amount of advances made and of liabilities incurred for which the warehouseman claims a lien. If the precise amount of such advances made or of such liabilities incurred is, at the time of the issue of the receipt, unknown to the warehouseman or to his agent who issues it, a statement of the fact that advances have been made or liabilities incurred and the purpose thereof is sufficient.A warehouseman shall be liable to any person injured thereby, for all damage caused by the omission from a negotiable receipt of any of the terms herein required.Section 7 of the Act reads:A nonnegotiable receipt shall have plainly placed upon its face by the warehouseman issuing it "nonnegotiable," or "not negotiable." In case of the warehouseman's failure so to do, a holder of the receipt who purchased it for value supposing it to be negotiable, may, at his option, treat such receipt as imposing upon the warehouseman the same liabilities he would have incurred had the receipt been negotiable.All of the receipts here in question are made out on printed blanks and are identical in form and terms. As an example, we may take receipt No. A-112, which reads as follows:U. DE POLI209 Estero de BinondoBODEGAS

QUEDAN No. A-112Almacen Yangco Por MarcasUDPBultos250Clase de las mercanciasFardos abaca"Quedandepositados en estos almacenes por orden del Sr. U. de Poli la cantidad de doscientos cincuenta fardos abaca segun marcas detalladas al margen, y con arreglo a las condiciones siguientes:1.aEstan asegurados contra riesgo de incendios exclusivamente, segun las condiciones de mis polizas; quedando los demas por cuenta de los depositantes.2.aNo se responde del peso, clase ni mal estado de la mercancia depositada.3.aEl almacenaje sera de quince centimos fardo por mes.

I certify that I am the sole owner of the merchandise herein described.(Sgd.) "UMBERTO DE POLI4.aEl seguro sera de un octavo por ciento mensual por el total. Tanto el almacenaje como el seguro se cobraran por meses vencidos, y con arreglo a los dias devengados siendo el minimo para los efectos del cobro 10 dias.5.aNo seran entregados dichos efectos ni parte de los mismos sin la presentacion de este"quedan"para su correspondiente deduccion.6.aEl valor para el seguro de estas mercancias es depesos filipinos nueve mil quinientossolamentes.7.aLas operaciones deentraday salida, seran de cuenta de los depositantes, pudiendo hacerlos con sus trabajadores, o pagando los que le sean facilitados, con arreglo a los tipos que tengo convenido con los mios.

Valor del Seguro P9,500.V. B.(Sgd.) UMBERTO DE POLIManila, 15 de sept. de 1920.El Encargado,(Sgd.) I. MAGPANTAY

The receipt is not marked "nonnegotiable" or "not negotiable," and is endorsed "Umberto de Poli."As will be seen, the receipt is styled "Quedan" (warehouse receipt) and contains all the requisites of a warehouse receipt as prescribed by section 2,supra, except that it does not, in express terms, state whether the goods received are to be delivered to bearer, to a specified person or to his order. The intention to make it a negotiable warehouse receipt appears, nevertheless, quite clearly from the document itself: De Poli deposited the goods in his own warehouse; the warehouse receipt states that he is the owner of the goods deposited; there is no statement that the goods are to be delivered to the bearer of the receipt or to a specified person and the presumption must therefore necessarily be that the goods are in the warehouse subject to the orders of their owner De Poli. As the owner of the goods he had, of course, full control over them while the title remained in him; we certainly cannot assume that it was the intention to have the goods in the warehouse subject to no one's orders. That the receipts were intended to be negotiable is further shown by the fact that they were not marked "nonnegotiable" and that they were transferred by the endorsement of the original holder, who was also the warehouseman. In his dual capacity of warehouseman and the original holder of the receipt, De Poli was the only party to the instrument at the time of its execution and the interpretation he gave it at that time must therefore be considered controlling as to its intent.In these circumstances, it is hardly necessary to enter into any discussion of the intended meaning of the phrase "por orden" occurring in the receipts, but for the satisfaction of counsel, we shall briefly state some of our reasons for the interpretation placed upon that phrase in the Felisa Roman case:The rule is well-known that wherever possible writings must be so construed as to give effect to their general intent and so as to avoid absurdities. Applying this rule, it is difficult to see how the phrase in question can be given any other rational meaning than that suggested in the case mentioned. It is true that the meaning would have been more grammatically expressed by the word "a la orden"; the world "por preceding the word "orden" is generally translated into the English language as "by" but "por" also means "for" or "for the account of" (seeVelazquez Dictionary) and it is often used in the latter sense. The grammatical error of using it in connection with "orden" in the present case is one which might reasonably be expected from a person insufficiently acquainted with the Spanish language.If the receipt had been prepared in the English language and had stated that the goods were deposited "for order" of U. de Poli, the expression would not have been in accordance with good usage, but nevertheless in the light of the context and that circumstances would be quite intelligible and no one would hesitate to regard "for order" as the equivalent of "to the order." Why may not similar latitude be allowed in the construction of a warehouse receipt in the Spanish language?If we were to give the phrase the meaning contended for by counsel, it would reveal no rational purpose. To say that a warehouseman deposited his own goods with himself by his own order seems superfluous and means nothing. The appellants' suggestion that the receipt was issued by Ireneo Magpantay loses its force when it is considered that Magpantay was De Poli's agent and that his words and acts within the scope of his agency were, in legal effect, those of De Poli himself. De Poli was the warehouseman and not Magpantay.Counsel for the appellants also assail the dictum in our decision in the Felisa Roman case that section 7 of the Warehouse Receipts Act "appears to give any warehouse receipt not marked "nonnegotiable" or "not negotiable" practically the same effect as a receipt which by its terms is negotiable provided the holder of such unmarked receipt acquired it for value supposing it to be negotiable." The statement is, perhaps, too broad but it certainly applies in the present case as against the appellants, all of whom are ordinary unsecured creditors and none of them is in position to urge any preferential rights.As instruments of credit, warehouse receipts play a very important role in modern commerce and the present day tendency of the courts is towards a liberal construction of the law in favor of abona fideholder of such receipts. Under the Uniform Warehouse Receipts Act, the Supreme Court of New York in the case of Josephvs. P. Viane, Inc.( [1922], 194 N.Y. Supp., 235), held the following writing a valid warehouse receipt:"Original. Lot No. 9. New York, November 19, 1918. P. Viane, Inc., Warehouse, 511 West 40th Street, New York City. For account of Alpha Litho. Co., 261 9th Avenue. Marks: Fox Film Co. 557 Bdles 835- R. 41 x 54-116. Car Number: 561133. Paul Viane, Inc. E.A. Thompson. P. Viane, Inc., Warehouse."In the case of Manufacturers' Mercantile Covs. Monarch Refrigerating Co.( [1915], 266 III., 584), the Supreme Court of Illinois said:The provisions of Uniform Warehouse Receipts Act, sec. 2 (Hurd's Rev. St. 1913, c. 114, sec. 242), as to the contents of the receipt, are for the benefit of the holder and of purchasers from him, and failure to observe these requirements does not render the receipt void in the hands of the holder.In the case of Hoffmanvs. Schoyer ( [1892], 143 III., 598), the court held that the failure to comply with Act III, April 25, 1871, which requires all warehouse receipts for property stored in Class C to "distinctly state on their face the brands or distinguishing marks upon such property," for which no consequences, penal or otherwise, are imposed, does not render such receipts void as against an assignee for value.The appellants argue that the receipts were transferred merely as security for advances or debts and that such transfer was of no effect without a chattel mortgage or a contract of pledge under articles 1867 and 1863 of the Civil Code. This question was decided adversely to the appellants' contention in the case ofRoman vs. Asia Banking Corporation, supra. The Warehouse Receipts Act is complete in itself and is not affected by previous legislation in conflict with its provisions or incompatible with its spirit or purpose. Section 58 provides that within the meaning of the Act "to "purchase" includes to take as mortgagee or pledgee" and "purchaser" includes mortgagee and pledgee." It therefore seems clear that, as to the legal title to the property covered by a warehouse receipt, a pledgee is on the same footing as a vendee except that the former is under the obligation of surrendering his title upon the payment of the debt secured. To hold otherwise would defeat one of the principal purposes of the Act,i. e., to furnish a basis for commercial credit.The appellants also maintain that baled hemp cannot be regarded as fungible goods and that the respective warehouse receipts are only good for the identical bales of hemp for which they were issued. This would be true if the hemp were ungraded, but we can see no reason why bales of the same government grade of hemp may not, in certain circumstances, be regarded as fungible goods. Section 58 of the Warehouse Receipts Act defines fungible goods as follows:"Fungible goods" means goods of which any unit is, from its nature or by mercantile custom, treated as the equivalent of any other unit.In the present case the warehouse receipts show how many bales of each grade were deposited; the Government grade of each bale was clearly and permanently marked thereon and there can therefore be no confusion of one grade with another; it is not disputed that the bales within the same grade were of equal value and were sold by the assignee for the same price and upon the strength of the Government grading marks. Moreover, it does not appear that any of the claimant creditors, except the appellees, hold warehouse receipts for the goods here in question. Under these circumstances, we do not think that the court below erred in treating the bales within each grade as fungible goods under the definition given by the statute. It is true that sections 22 and 23 provide that the goods must be kept separated and that the warehouseman may not commingle goods except when authorized by agreement or custom, but these provisions are clearly intended for the benefit of the warehouseman. It would, indeed, be strange if the warehouseman could escape his liability to the owners of the goods by the simple process of commingling them without authorization. In the present case the holders of the receipts have impliedly ratified the acts of the warehouseman through the pooling agreement hereinbefore quoted.The questions so far considered are common to all of the claims now before us, but each claim has also its separate features which we shall now briefly discuss:R.G. Nos. 21000 AND 21004CLAIMS OF THE BANK OF THE PHILIPPINE ISLANDS AND THE GUARANTY TRUST COMPANY OF NEW YORKThe claim of the Bank of the Philippine Islands is supported by four warehouse receipts, No. 147 for 393 bales of hemp, No. 148 for 241 bales of hemp, No. 149 for 116 bales of hemp and No. 150 for 217 bales of hemp. Subsequent to the pooling agreement these warehouse receipts were signed, endorsed and delivered to the Guaranty Trust Company of New York, which company, under a stipulation of October 18, 1921, was allowed to intervene as a party claiming the goods covered by said receipts, and which claim forms the subject matter of the appeal R.G. No. 21004. All of the warehouse receipts involved in these appeals were issued on November 13, 1920, and endorsed over the Bank of the Philippine Islands.On November 16, 1920, De Poli executed and delivered to said bank a chattel mortgage on the same property described in the receipts, in which chattel mortgage no mention was made of the warehouse receipts. This mortgage was registered in the Office of the Register of Deeds of Manila on November 18, 1920.The appellants argue that the obligations created by the warehouse receipts were extinguished by the chattel mortgage and that the validity of the claim must be determined by the provisions of the Chattel Mortgage Law and not by those of the Warehouse Receipts Act, or, in other words, that the chattel mortgage constituted a novation of the contract between the parties.Novations are never presumed and must be clearly proven. There is no evidence whatever in the record to show that a novation was intended. The chattel mortgage was evidently taken as additional security for the funds advanced by the bank and the transaction was probably brought about through a misconception of the relative values of warehouse receipts and chattel mortgages. As the warehouse receipts transferred the title to the goods to the bank, the chattel mortgage was both unnecessary and inefficatious and may be properly disregarded.Under the seventh assignment of error the appellants argue that as De Poli was declared insolvent by the Court of First Instance of Manila on December 8, 1920, only twenty-five days after the warehouse receipts were issued, the latter constituted illegal preferences under section 70 of the Insolvency Act. In our opinion the evidence shows clearly that the receipts were issued in due and ordinary course of business for a valuable pecuniary consideration in good faith and are not illegal preferences.R.G. No. 21002CLAIM OF THE HONGKONG & SHANGHAI BANKING CORPORATIONThe warehouse receipts held by this claimant-appellee are numbered A-130 for 490 bales of hemp and 321 bales of maguey, No. A-134 for 1,970 bales of hemp, No. A-135 for 1,173 bales of hemp and No. A-137 for 237 bales of hemp, were issued by De Poli and were endorsed and delivered to the bank on or about November 8, 1920. The appellants maintain that the bank at the time of the delivery to it of the warehouse receipts had reasonable cause to believe that De Poli was insolvent, and that the receipts therefore constituted illegal preferences under the Insolvency Law and are null and void. There is nothing in the record to support this contention.The other assignments of error relate to questions which we have already discussed and determined adversely to the appellants.R.G. No. 21003CLAIM OF THE CHARTERED BANK OF INDIA, AUSTRALIA & CHINAThis claimant holds warehouse receipts Nos. 131 for 3,808 bales of hemp, A-157 for 250 bales of hemp, A-132 for 1,878 bales of maguey and A-133 for 1,574 bales of maguey. Nos. A-131, A-132 and A-133 bear the date of November 6, 1920, and A-157 is dated November 19, 1920.Under the fourth assignment of error, the appellants contend that the court erred in permitting counsel for the claimant bank to retract a withdrawal of its claim under warehouse receipt No. A-157. It appears from the evidence that during the examination of the witness Fairnie, who was the local manager of the claimant bank, counsel for the bank, after an answer made by Mr. Fairnie to one of his questions, withdrew the claim under the warehouse receipt mentioned, being under the impression that Mr. Fairnie's answer indicated that the bank had knowledge of De Poli's pending insolvency at the time the receipt was delivered to the bank. Later on in the proceedings the court, on motion of counsel, reinstated the claim. Counsel explains that by reason of Mr. Fairnie's Scoth accent and rapid style of delivery, he misunderstood his answer and did not discover his mistake until he read the transcript of the testimony.The allowance of the reinstatement of the claim rested in the sound discretion of the trial court and there is nothing in the record to show that this discretion was abused in the present instance.Under the fifth assignment of error appellants argue that the manager of the claimant bank was informed of De Poli's difficulties on November 19, 1920, when he received warehouse receipt No. A-157 and had reasonable cause to believe that De Poli was insolvent and that the transaction therefore constituted an illegal preference.Mr. Fairnie, who was the manager of the claimant bank at the time the receipt in the question was delivered to the bank, testifies that he had no knowledge of the impending insolvency and Mr. De Poli, testifying as a witness for the assignee-appellee, stated that he furnished the bank no information as to his failing financial condition at any time prior to the filing of the petition for his insolvency, but that on the contrary he advised the bank that his financial condition was sound.The testimony of the same witnesses also shows that the bank advanced the sum of P20,000 to De Poli at Cebu against the same hemp covered by warehouse receipt No. A-157 as early as October, 1920, and that upon shipment thereof to Manila the bill of lading, or shipping documents, were made out in favor of the Chartered Bank and forwarded to it at Manila; that upon the arrival of the hemp at Manila, Mr. De Poli, by giving a trust receipt to the bank for the bill of lading, obtained possession of the hemp with the understanding that the warehouse receipt should be issued to the bank therefor, and it was in compliance with that agreement previously made that the receipt was issued on November 19, 1920. Upon the facts stated we cannot hold that the bank was given an illegal preference by the endorsement to it of the warehouse receipt in question. (Mitsui Bussan Kaishavs. Hongkong & Shanghai Banking Corporation, 36 Phil., 27.)R.G. No. 21006CLAIM OF THE ASIA BANKING CORPORATIONClaimant holds warehouse receipts Nos. A-153, dated November 18, 1920, for 139 bales of tobacco, A-154, dated November 18, 1920, for 211 bales of tobacco, A-155, dated November 18, 1920, for 576 bales of tobacco, A-57, dated May 22, 1920, for 360 bales of hemp, A-93, dated July 8, 1920, for 382 bales of hemp, A-103, dated August 18, 1920, for 544 bales of hemp, A-112, dated September 15, 1920, for 250 bales of hemp and A-111, dated September 15, 1920, for 207 bales of maguey.The assignments of error in connection with this appeal are, with the exception of the fourth, similar to those in the other cases and need not be further discussed.Under the fourth assignment, the appellants contend that warehouse receipts Nos. A-153, A-154 and A-155 were illegal preferences on the assumption that the claimant bank must have had reasonable reasons to believe that De Poli was insolvent on November 18, 1920, when the three receipts in question were received. In our opinion, the practically undisputed evidence of the claimant bank sufficiently refutes this contention.For the reasons hereinbefore stated the judgments appealed from are hereby affirmed, without costs. So ordered.Street, Malcolm, Avancea, Villamor, and Romualdez, JJ., concur.

G.R. No. L-16510 January 9, 1922PHILIPPINE NATIONAL BANK,plaintiff-appellant,vs.PRODUCERS' WAREHOUSE ASSOCIATION,defendant-appellee.Roman Lacson for appellant.Ross & Lawrence and Ewald E. Selph for appellee.JOHNS,J.:The plaintiff is a corporation organized under the banking laws of the Philippine Islands with its principal office in the city of Manila. The defendant is a domestic corporation doing a general warehouse business and domiciled at Manila, and the Philippine Fiber and Produce Company, to which we will hereafter refer as the Produce Company, is another domestic corporation with its principal office also at Manila. In May, 1916, the defendant, as party of the first part, entered into a written contract with the Produce Company, as party of the second part, in and by which "the above-named party of the second part is hereby named, constituted, and appointed as the general manager of the business of the party of the first part, in all of the branches thereof, with the duties, powers, authority and compensation hereinafter provided." "The said party of the second part shall exercise a general and complete supervision over and management of the business of the party of the first part," and "shall direct, manage, promote and advance the said business, subject only to the control and instructions of the board of directors of the party of the first part." That said party of the second part, as general manager, shall have all powers and authorities necessary, proper or usual for the due transaction of the business of the party of the first part, including the power to sign the company's name, save and except such power or authority as shall have been expressly reserved to itself, by the board of directors of the party of the first part, provided "that such reservations by the board of directors shall not be employed to unreasonably hamper or interfere with the due management of said business and shall, at no time, reduce the powers and authorities of said general manager below the usual and ordinary standard in business of like kind." It is then agreed that the Produce Company shall have an annual salary of P7,500 for its services as general manager, and that the defendant will also pay the local agents of the Produce Company P300 per month for their services. The agreement also provides that it shall remain in force and effect ten years from date, with the right of the Produce Company to renew it for a further period of one to ten years at its option. In the months of November and December, 1918, and while the contract was in force and effect, the defendant duly issued to the Produce Company its negotiable quedans Nos. 1255, 1266, 1273, 1275, 1277, 1279, and 1283 for 15,699.34 piculs of copra in and by which, subject to the terms and conditions therein stated, it agreed to deliver that amount of copra to the Produce Company or its order.Section 4 of the conditions printed on the back provides:This Association will deliver the package, noted hereon, on surrender to the Association of this warrant endorsed by the party who shall be for the time registered in the books of the Association as the owner of the packages described hereon; and the production by the Association of this warrant shall at all times be conclusive proof that the packages hereon noted have been properly delivered by the Association and shall exempt the Association from all responsibility in connection with the said packages or goods.Section 5 provides:No transfer of interest and/or ownership will be recognized by the Association unless registered in the books of the Association, and/or all charges for storage and/or insurance due to the Association paid. Such storage and/or insurance shall constitute a lien against the packages herein noted until paid and aid package shall remain undelivered until such lien or lien is/are satisfied.Each quedan gave the number of sack, piculs, warehouse number, gross weight in kilos and its declared value, and recited thereon that the copra was insured for the full amount of its declared value, and across the face of the quedan were the words "Negotiable Warrant" in red ink. They were all of the printed form entitled "Producers' Warehouse Association." Each recited in red ink "This warrant is of no value unless signed by an officer of the Association," and were signed "Producers' Warehouse Association by George B. Wicks, Treasurer, and Producers' Warehouse Association by R. Torres, Warehouseman." Each receipt was also numbered, and stated the number of the warehouse and where situated, and recited that storage charges were at the rate of P0.04 per picul per month, and that the insurance rate was 1/3 per cent per month on the declared value.The Produce Company arranged for an overdraft with the plaintiff of P1,000,000. To secure such overdraft, and as collateral from and after the dates of their issuance, the quedans in question were endorsed in blank by the Produce Company, and delivered to the plaintiff, which became and is now the owner and holder thereof. Without making a tender of any charges, on March 21, 1919, the plaintiff requested the delivery of the copra described in the respective quedans, and, for its failure to do so, commenced this action on April 23, 1919, to recover its value alleged to be P240,689, with interest from March 21, 1919, at the rate of 6 per cent per annum. July 10, 1919, an amended complaint was filed, and on August 9, 1919, a second amended complaint was filed, in which it is alleged that, in good faith, the plaintiff purchased these quedans, and that it is the owner, and recites all of the conditions printed on the back, and made a part of the quedans. It is then alleged that on July 30, 1919, the plaintiff requested the defendant to register the quedans in the name of the plaintiff, and to deliver to it the 14,587.19 piculs of copra, and, upon that date, that it had offered to satisfy any lien that defendant might have, to surrender the receipts with such indorsement that it might require, and the receipt therefor, when the goods were delivered, if such signature is requested by the defendant. "That the defendant refused to comply with the demands of the plaintiff, stating that it could not deliver the goods mentioned in the receipts as said goods are not in the warehouse, said defendant still refusing to make such delivery." That on July 30, 1919, copra was of the value of P21 per picul. That by reason of such refusal, plaintiff has been damaged in the amount of P306,330.99. It is also alleged that in January, 1919, with the consent of the plaintiff, the Produce Company removed from the warehouse of the defendant 1,112.15 piculs of copra described in receipt No. 1255, of the declared value of P18,350.For amended answer, the defendant admits that the Produce Company deposited copra in defendant's warehouse, and that warehouse receipts were issued therefor to the Produce Company, "signed by one George B. Wicks and one R. Torres, but denies that either of the said George B. Wicks or the said R. Torres had any authority to issue such receipts in the name of the defendant," or that the receipts set out in plaintiff's complaint are complete and correct copies of those issued, and, as a further answer and defense, pleads that at the time alleged, the Produce Company was the manager of the defendant's warehouse; that all the copra deposited by the Produce Company "in the defendant's warehouse" was, by and with the consent and knowledge of plaintiff, sold and delivered to the Laguna Cocoanut Oil Company, and all the proceeds thereof deposited to the account of the said Philippine Fiber and Produce Company with plaintiff, before the filing of the said second amended complaint; that by and with the consent of plaintiff, said delivery was made by the Philippine Fiber and Produce Company, the manager of the defendant's warehouse, without the surrender of the receipts referred to in the complaint; that said receipts were issued without defendant's authority, as hereinbefore set out; that said receipts were never transferred to plaintiff on the books of defendant, as provided in the terms thereof; and that they were issued without the copra described therein being deposited in the defendant's warehouse. Testimony was taken on such issues during which the plaintiff offered in evidence the described quedans as Exhibits C to I, inclusive, and the defendant admitted that the signature appearing on the lower left-hand corner of each exhibit is the signature of George B. Wicks, and that at the time he signed the quedans "he was the duly elected, qualified and appointed treasurer of defendant," that the signature on the lower right-hand corner of each quedan was signed by R. Torres; and that he was a warehouseman of the defendant at the time, and in the employ of the Produce Company. After the taking of testimony, the lower court rendered judgment for the defendant, from which the plaintiff appeals, claiming in substance that the court erred in not giving plaintiff judgment for the full amount prayed for in its complaint.On March 21, 1919, the plaintiff notified the defendant that the Produce Company had endorsed to plaintiff the above described quedans, and asked that it should be informed "as to when we can take possession of the goods represented by the above quedans." This was answered by a letter from the secretary and attorney for the defendant, known in the record as Exhibit B, and which the trial court refused to receive in evidence. But it does appear from the record that in response to that letter, the then secretary and attorney for the defendant went to the bank, and that the only matter which was then and there discussed between the parties was the amount which the defendant should pay the plaintiff for the copra that it could not deliver. That nothing was ever said about the lien or the surrender of the quedans, or that the receipts should be signed for the copra when delivered. It also appears that on the 30th of July, after the court sustained the demurrer to the complaint, the attorney for the bank went direct to the defendant and then offered to pay any lien or charges that it might have on the quedans, and offered it all the quedans indorsed in blank by the Produce Company, and "to place on them any indorsement that would make them negotiable," and to sign for the bank the receipts for the copra when delivered. That Mr. Wicks, who was then acting for the defendant, refused to take up the quedans, stating that the copra which they represented was not in the warehouse, and that "we cannot give you the copra because it is not there." The bank's attorney then had the quedans with him and exhibited them to Mr. Wicks. It further appears that on July 29, 1919, and in answer to its letter of the 28th, the Produce Company wrote the defendant as follows:We regret to state that we are unable to return to you the warrant referred to in your letter for the reason that, in December, 1918, we deposited these warrants with the Philippine National Bank as security for loans and said bank refuses to return same to us. As all the copra, less shrinkage and other losses, has been delivered by you, we hereby authorize you to cancel such warrants and hereby agree to hold you free and harmless for so doing.The attorney further testified: "I have seen the overdraft agreement and, if I remember right, it was for a million pesos." The Produce Company "signed one of the printed forms of the bank for overdraft agreement." When plaintiff rested, the defendant moved for judgment against the plaintiff for want of sufficient evidence. The motion was denied and exception duly taken. The defendant then called J. Mclaughlin, who, as a public accountant, audited the books of the Produce Company for the period of six months ending December 31, 1918. A copy of his report made from the books of the Produce Company was offered in evidence, from which it appears that on December 31, 1918, it owed the plaintiff P887,856.66. George E. Kauffman testified that he was president of both the defendant and the Produce Company and held that position in October, 1916, at the time the contract was made between the two companies. That it was voluntarily surrendered and cancelled in April, 1919, also that the contract was duly ratified by the director of both corporations, and after its ratification, the Produce Company assumed the active management of defendant's business, under the terms and provisions of the contract. He also testified that Mr. Lacson presented quedans for a certain amount of copra to Mr. Wicks, and asked for the delivery of the copra. Mr. Wicks told Mr. Lacson "the copra did not exist because the copra has been delivered by the Philippine Fiber and Produce Company." Mr. Kauffman further testified that he owned 98 per cent of the capital stock of the Produce Company, and that Mr. Wicks had only one share.Q. What was the balance show by your books? A. I reserve the right, in answering these questions, because I am not prepared to answer in amounts. They run into large amounts of money.A. I can say what caused the controversy, and that is that the bank showed an overdraft of some five hundred and some odd thousand pesos as to the Philippine Fiber and Produce Company, while my books show an overdraft of some hundred and thirty-nine thousand pesos, caused by the fact that I have charged the Philippine National Bank with the entire expenditure for the purchase of hemp made for their account and risk during the year of 1918. I have so notified the bank, but they haven't seen fit to reply to my letter.He further testified that Mr. Wicks was treasurer of the defendant at the time the quedans were issued, and that the printed forms used are like those held by the bank.Q. And they have been from the very beginning, haven't they? A. Yes, sir.Mr. Wicks testified that he was vice-president of the Produce Company from October, 1916, until February, 1919, and that he was treasurer of the company "from July 1, 1917, up until this year." He further testified that R. Torres was actually in charge of the warehouse itself, and that the Produce Company was managing the warehouse. That it was selling copra between December 1, 1918, and February 1, 1919, and that the proceeds were deposited in the Philippine National Bank; that during that period the warehouse receipts were hypothecated with the plaintiff; that under the practice at the end of each week, the warehouse would notify him of the amount of copra delivered; and that "I would then withdraw from the Philippine National Bank the corresponding number of warrant for cancellation. Sometimes I would go personally and withdraw them; and at other times I would send the cashier down with a note to the Philippine National Bank, asking them to release these warrants for cancellation." The warehouse receipts were delivered to me regularly "until about the end of January or early in February." This procedure was a matter of convenience to both parties.Q. What reason did you give to Philippine National Bank for not delivering the copra to Mr. Lacson, or any other representative of the bank? A. The reason was that the copra was not in the warehouse; having been delivered to its owners.Q. While you were treasurer of the Producers' Warehouse Association, all the quedans issued by the warehouse were signed by you as treasurer, were they not? A. Yes, sir.Q. Even by Mr. Kauffman now haven't they? A. So far as I know, they have.The record shows that Mr. Kauffman was absent from about March 15, 1918, until May, 1919.Q. And during that period you had full authority to act for the Philippine Fiber and Produce Company? A. Yes.Q. Was that authority ever questioned by anyone; by Mr. Kauffman or anyone? A. Not to my knowledge.The testimony is conclusive that the quedans in question were duly executed by Wicks, as treasurer, and Torres, as warehouseman, for and on behalf of the defendant, and as its act and deed. That it appears from its own books that on December 31, 1918, the Produce Company was indebted to the plaintiff in the sum of P887,856.66, and Mr. Kauffman, president of the defendant, testified that the Produce Company had an indebtedness; "they run into large amounts of money." The testimony is also conclusive that amounts money." The testimony is also conclusive that after the quedans described in the complaint were issued to the Produce Company, they were endorsed in blank, and physical possession delivered to the plaintiff as collateral security for the overdraft of the Produce Company, and that each of them is in form negotiable.That on March 21, 1919, plaintiff notified the defendant of such facts and requested the delivered of the copra. At that time no claim was made on account of conditions, liens or charges, and the plaintiff did not offer to pay the charges or comply with the conditions, and the only question discussed was the amount of copra to which plaintiff was entitled. In July, 1919, and after the sustaining of the defendant's demurrer to the complaint, plaintiff, for the first time, made a formal tender of all such conditions, and then filed its second amended complaint in which tenders were alleged. In its answer, the defendant denies that Wicks and Torres had any authority to issue the quedans for, or in the name of, the defendant, and, as further and separate defense, alleges that the Produce Company was the manager of the defendant's warehouse, and that all copra deposited in it by the Produce Company was, with the knowledge and consent of plaintiff, sold to the Laguna Cocoanut Oil Company, and the proceeds of the sale were duly deposited with the plaintiff to the account of the Produce Company, before the filing of the second amended complaint; that with the consent of the plaintiff, delivery was made by the Produce Company, as manager of the defendant's warehouse, without the surrender of the quedans described in the complaint; that such receipts were issued without authority and they were never transferred to the plaintiff on the books of the defendant corporation; and that they "were issued without the copra described therein being deposited in defendant's warehouse." The defendant, having alleged that the quedans were invalid and wrongfully issued, and that the copra therein described was not in defendant's warehouse, is now estopped do claim or assert that the plaintiff did not comply with any conditions precedent. In this kind of an action, a person has no legal right to deny the existence of the instruments on which it is based, and then claim that plaintiff has not complied with the provisions of the instruments. This question is squarely decided in Wyattvs.Henderson (31 Ore., 48; 48 Pac., 790), where the court says:. . . The only possible object defendants could have had in seeking to show that storage was due on this grain was to insist upon the maintenance of a statutory lien thereon, under which they expected to hold the oats until their charges had been paid, and thus defeat the action for the recovery of possession; but, by denying the plaintiff's ownership, the lien given by statute was waived, and the title to and the quantity of the grain being the only issues for trial, the amount due for storage was immaterial. . . .This case was again followed and approved in Andersonvs.Portland Flouring-Mills Co. (60 Pac., 839). The same rule is also laid down in Cyc., vol. 38, p. 135, where it is said:. . . Similarly a tender is waived where the tenderee makes any declaration which amounts to a repudiation of the contract, or takes any position which would render a tender, so long as the position taken by him is maintained, a vain and idle ceremony. . . .Ruling Case Law, vol. 26. p. 624, says:Since the law does not require any one to do vain or useless things, a formal tender is never required where it appears that if it had been made, the money would not have been received, as where a creditor states that an actual tender will be useless because he will not accept it, or where one party to a contract states that he will not comply with its terms.. . . Where a contract calls for the performance by the parties of concomitant acts, neither party being obliged to perform unless the other is ready to perform the correlative act, a tender is not necessary by the one if the other is not willing to perform his part. . . . (Citing numerous authorities.)Again, in the inception of this dispute nothing was ever said about any condition precedent, or about any claim on account of liens or charges, and it is very apparent that at that time the defendant did not contemplate any such a defense. When the point was first raised, the formal tender or offer was promptly made, and the defendant then, for the first time, denied the authenticity of the quedans, and claimed that they were wrongfully and illegally issued. If the copra evidence by the quedans was in thebodegas, defendant's contention would be tenable, but upon the facts shown, the defendant has no legal right to make that defense.Complaint is made that the quedans were not transferred on the books of the company in accord with their provisions. Here again, it is shown that the plaintiff produced them and requested their transfer to the bank, which the defendant requested their transfer to the bank, which the defendant refused to make. It is not now in a position to urge that point as a defense.The stubborn fact remains that, under the written contract between them, the Produce Company was the general manager of the defendant's warehouse business, and that it had authority to issue quedans in its name, and as its corporate act and deed. That the quedans in question are duly authenticated, and were duly issued by the defendant to, and in the name of, the Produce Company, and when issued were duly endorsed, and delivered to the plaintiff for value. For aught that appears in the record, the bank was acting in good faith, and the quedans were duly issued, endorsed and delivered to it as collateral in the ordinary course of business. Although there may have been fraud, there is no allegation or proof that the bank was a party to it, or had any knowledge of it, and this court has no right to assume that the bank was a party to a fraud. Giving to the quedans their legal force and effect, it must follow that at the time the demand was made, the bank was the owner and entitled to the possession of the copra therein described. The receipts call for 15,699.34 piculs of copra, but plaintiff admits that, with its consent, 1,112.15 piculs of copra, of the declared value of P18,350, were delivered to the Produce Company from and out of receipt No. 1255. This would leave 14,587.19 piculs of copra evidenced by the quedans.As in the case of thePhilippine Trust Company vs. Philippine National Bank,1recently decided, there is no direct evidence of the market value of the copra. But each quedan specified the amount of its declared value. That being specified in the quedans, in the absence of other proof, and upon the fact shown, the declared value will be deemed and treated as the market value. Deducting the 1,112.15 piculs, which were surrendered by the plaintiff out of quedan No. 1255, the declared value of the copra remaining was P240,689.The decision of the lower court is reversed, and judgment will be entered here in favor of the plaintiff and against the defendant for P240,689, with interest thereon from March 21, 1919, at the rate of 6 per cent per annum, and costs in this and the lower court. So ordered.Araullo, C.J., Johnson, Street, Malcolm, Avancea, Villamor and Romualdez, JJ., concur.

G.R. No. L-23033 January 5, 1967LUA KIAN,plaintiff and appellee,vs.MANILA RAILROAD COMPANY and MANILA PORT SERVICE,defendants and appellants.D. F. Macaranas and S. V. Pampolina Jr. for defendants and appellants.San Juan, Laig and Associates for plaintiff and appellee.BENGZON, J. P.,J.:The present suit was filed by Lua Kian against the Manila Railroad Co. and Manila Port Service for the recovery of the invoice value of imported evaporated "Carnation" milk alleged to have been undelivered. The following stipulation of facts was made:1. They admit each other's legal personality, and that during the time material to this action, defendant Manila Port Service as a subsidiary of defendant Manila Railroad Company operated the arrastre service at the Port of Manila under and pursuant to the Management Contract entered into by and between the Bureau of Customs and defendant Manila Port Service on February 29, 1956;2. On December 31, 1959, plaintiff Lua Kian imported 2,000 cases of Carnation Milk from the Carnation Company of San Francisco, California, and shipped on Board SS "GOLDEN BEAR" per Bill of Lading No. 17;3. Out of the aforesaid shipment of 2,000 cases of Carnation Milk per Bill of Lading No. 17, only 1,829 cases marked `LUA KIAN 1458' were discharged from the vessel SS `GOLDEN BEAR' and received by defendant Manila Port Service per pertinent tally sheets issued by the said carrying vessel, on January 24, 1960;4. Discharged from the same vessel on the same date unto the custody of defendant Manila Port Service were 3,171 cases of Carnation Milk marked "CEBU UNITED 4860-PH-MANILA" consigned to Cebu United Enterprises, per Bill of Lading No. 18, and on this shipment, Cebu United Enterprises has a pending claim for short-delivery against defendant Manila Port Service;5. Defendant Manila Port Service delivered to the plaintiff thru its broker, Ildefonso Tionloc, Inc. 1,913 cases of Carnation Milk marked "LUA KIAN 1458" per pertinent gate passes and broker's delivery receipts;6. A provisional claim was filed by the consignee's broker for and in behalf of the plaintiff on January 19, 1960, with defendant Manila Port Service;7. The invoice value of the 87 cases of Carnation Milk claimed by the plaintiff to have been short-delivered by defendant Manila Port Service is P1,183.11 while the invoice value of the 87 cases of Carnation Milk claimed by the defendant Manila Port Service to have been over-delivered by it to plaintiff is P1,130.65;8. The 1,913 cases of Carnation mentioned in paragraph 5 hereof were taken by the broker at Pier 13, Shed 3, sometime in February, 1960, where at the time, there were stored therein, aside from the shipment involved herein, 1000 cases of Carnation Milk bearing the same marks and also consigned to plaintiff Lua Kian but had been discharged from SS `STEEL ADVOCATE' and covered by Bill of Lading No. 11;9. Of the shipment of 1000 cases of Carnation Milk which also came from the Carnation Company, San Francisco, California, U.S.A. and bearing the same marks as the shipment herein but had been discharged from S/S "STEEL ADVOCATE" and covered by Bill of Lading No. 11, Lua Kian as consignee thereof filed a claim for short-delivery against defendant Manila Port Service, and said defendant Manila Port Service paid Lua Kian plaintiff herein, P750.00 in settlement of its claim;10. They reserve the right to submit documentary evidence;11. They submit the matter of attorney's fees and costs to the sound discretion of the Court.On these facts and documentary evidence subsequently presented, the Court of First Instance of Manila ruled that 1,829 cases marked Lua Kian (171 caseslessthan the 2,000 cases indicated in the bill of lading and 3,171 cases marked "Cebu United" (171 casesoverthe 3,000 cases in the bill of lading were discharged to the Manila Port Service. Considering that Lua Kian and Cebu United Enterprises were the only consignees of the shipment of 5,000 cases of "Carnation" milk, it found that of the 3,171 cases marked "Cebu United", 171 should have been delivered to Lua Kian. Inasmuch as the defendant Manila Port Service actually delivered 1,913 cases to plaintiff,1which is only 87 cases short of 2,000 cases as per bill of lading the former was ordered to pay Lua Kian the sum of P1,183.11 representing such shortage of 87 cases, with legal interest from the date of the suit, plus P500 as attorney's fees.Defendants appealed to Us and contend that they should not be made to answer for the undelivered cases of milk, insisting that Manila Port Service was bound to deliver only 1,829 cases to Lua Kian and that it had there before in fact over-delivered to the latter.The bill of lading in favor of Cebu United Enterprises indicated that only 3,000 cases were due to said consignee, although 3,171 cases were marked in its favor. Accordingly, the excess 171 cases marked "Cebu United" placed the defendant arrastre operator in a dilemma, for should it deliver them to Lua Kian the goods could be claimed by the consignee Cebu United Enterprises whose markings they bore, and should it deliver according to markings, to Cebu United Enterprises, it might be sued by the consignee, Lua Kian whose bill of lading indicated that it should receive 171 cases more. The dilemma itself, however, offered the solution. The legal relationship between an arrastre operator and the consignee is akin to that of a depositor and warehouseman.2As custodian of the goods discharged from the vessel, it was defendant arrastre operator's duty, like that of any ordinary depositary, to take good care of the goods and to turn them over to the party entitled to their possession.3Under this particular set of circumstances, said defendant should have withheld delivery because of the discrepancy between the bill of lading and the markings and conducted its own investigation, not unlike that under Section 18 of the Warehouse Receipts Law, or called upon the parties, to interplead, such as in a case under Section 17 of the same law, in order to determine the rightful owner of the goods.It is true that Section 12 of the Management Contract exempts the arrastre operator from responsibility for misdelivery or non-delivery due to improper or insufficient marking. We cannot however excuse the aforestated defendant from liability in this case before Us now because the bill of lading showed that only 3,000 cases were consigned to Cebu United Enterprises. The fact that the excess of 171 cases were marked for Cebu United Enterprises and that the consignment to Lua Kian was 171 cases less than the 2,000 in the bill of lading, should have been sufficient reason for the defendant Manila Port Service to withhold the goods pending determination of their rightful ownership.We therefore find the defendants liable, without prejudice to their taking whatever proper legal steps they may consider worthwhile to recover the excess delivered to Cebu United Enterprises.With respect to the attorney's fees awarded below, this Court notices that the same is about 50 per cent of the litigated amount of P1,183.11. We therefore deem it reasonable to decrease the attorney's fees to P300.00.Wherefore, with the aforesaid reservation, and with the modification that the attorney's fee is reduced to P300.00, the judgment appealed from is affirmed, with costs against appellants. So ordered.Concepcion, C.J., Reyes, J.B.L., Dizon, Regala, Makalintal, Zaldivar, Sanchez and Castro, JJ., concur.