Facts:
MARGARINE-VERKAUFS-UNION, a corporation not engaged in business in the Philippines, was the consignee of copra in bulk shipped from Cebu on board EASTERN SHIPPING LINES’s vessel for discharge at Hamburg, Germany. Petitioner’s bill of lading for the cargo provided that the contract shall be governed by the laws of the Flag of the Ship carrying the goods. In case of average, same shall be adjusted according to York-Antwerp Rules. While the vessel was off Gibraltar, a fire broke out aboard the and caused water damage to the copra. EASTERN SHIPPING LINES rejected MARGARINE-VERKAUFS-UNION GmbH ‘s claim for payment.
Issue:
Should Article 848 of the Code of Commerce govern this case despite the bill of lading which expressly contained for the application of the York-Antwerp Rules which provide for MARGARINE-VERKAUFS-UNION GmbH’s fun recovery of the damage loss?
Held:
No. We hold that the lower court correctly ruled the cited codal article to be not applicable in this particular case for the reason that the bill of lading contains an agreement to the contrary. There is a clear and irreconcilable inconsistency between the York-Antwerp Rules expressly adopted by the parties as their contract under the bill of lading which sustains Eastern’s claim and the codal article cited by Margarine which would bar the same.
A contract of adhesion as embodied in the printed bill of lading issued for the shipment to which the consignee merely adhered, having no choice in the matter, and consequently, any ambiguity must be construed against the author.
Philippine Supreme Court Case Digests 