G.R. No. 200602 - ACE FOODS, INC., VS. MICRO PACIFIC TECHNOLOGIES CO., LTD.,[1].D E C I S I O N - Supreme Court E-Library

Ruling

accordingly issued Purchase Order No. 100023 [10] (Purchase Order) for the subject products amounting to P646,464.00 (purchase price). Thereafter, or on March 4, 2002, MTCL delivered the said products to ACE Foods as reflected in Invoice No. 7733 [11] (Invoice Receipt). The fine print of the invoice states, inter alia , that [t]itle to sold property is reserved in MICROPACIFIC TECHNOLOGIES CO., LTD. until full compliance of the terms and conditions of above and payment of the price [12] (title reservation stipulation). After delivery, the subject products were then installed and configured in ACE Foodss premises. MTCLs demands against ACE Foods to pay the purchase price, however, remained unheeded. [13] Instead of paying the purchase price, ACE Foods sent MTCL a Letter [14] dated September 19, 2002, stating that it ha[s] been returning the [subject products] to [MTCL] thru [its] sales representative Mr. Mark Anteola who has agreed to pull out the said [products] but had failed to do so up to now. Eventually, or on October 16, 2002, ACE Foods lodged a Complaint [15] against MTCL before the RTC, praying that the latter pull out from its premises the subject products since MTCL breached its after delivery services obligations to it, particularly, to: (a) install and configure the subject products; (b) submit a cost benefit study to justify the purchase of the subject products; and (c) train ACE Foodss technicians on how to use and maintain the subject products. [16] ACE Foods likewise claimed that the subject products MTCL delivered are defective and not working. [17] For its part, MTCL, in its Answer with Counterclaim, [18] maintained that it had duly complied with its obligations to ACE Foods and that the subject products were in good working condition when they were delivered, installed and configured in ACE Foodss premises. Thereafter, MTCL even conducted a training course for ACE Foodss representatives/employees; MTCL, however, alleged that there was actually no agreement as to the purported after delivery services. Further, MTCL posited that ACE Foods refused and failed to pay the purchase price for the subject products despite the latters use of the same for a period of nine (9) months. As such, MTCL prayed that ACE Foods be compelled to pay the purchase price, as well as damages related to the transaction. [19] The RTC Ruling On February 28, 2007, the RTC rendered a Decision, [20] directing MTCL to remove the subject products from ACE Foodss premises and pay actual damages and attorney fees in the amounts of P200,000.00 and P100,000.00, respectively. [21] At the outset, it observed that the agreement between ACE Foods and MTCL is in the nature of a contract to sell. Its conclusion was based on the fine print of the Invoice Receipt which expressly indicated that title to sold property is reserved in MICROPACIFIC TECHNOLOGIES CO., LTD. until full compliance of the terms and conditions of above and payment of the price, noting