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PHILIPPINEREPORTSANNOTATEDVOLUME038
vs.
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SAYAN ISLANDS.
"ARTICLE 1. Don Andres Quiroga grants the exclusive
right to sell his beds in the Visayan Islands to J. Parsons
under the following conditions:
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"(F) Mr. Parsons binds himself not to sell any other kind
except the 'Quiroga' beds.
"ART. 2. In compensation for the expenses of
advertisement which, for the benefit of both contracting
parties, Mr. Parsons may find himself obliged to make, Mr.
Quiroga assumes the obligation to offer and give the
preference to
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beds.
In order to classify a contract, due regard must be given
to its essential clauses. In the contract in question, what
was essential, as constituting its cause and subject matter,
is that the plaintiff was to furnish the defendant with the
beds which the latter might order, at the price stipulated,
and that the defendant was to pay the price in the manner
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agreements are clearly set forth and plainly show that the
contract belongs to a certain kind and not to another.
Furthermore, the return made was of certain brass beds,
and was not effected in exchange for the price paid for
them, but was for other beds of another kind and for the
purpose of making this return, the defendant, in its letter
Exhibit L1, requested the plaintiff s prior consent with
respect to said beds, which shows that it was not
considered that the defendant had a right, by virtue of the
contract, to make this return. As regards the shipment of
beds without previous notice, it is insinuated in the record
that these brass beds were precisely the ones so shipped,
and that, for this very reason, the plaintiff agreed to their
return. And with respect to the socalled commissions, we
have said that they merely constituted a discount on the
invoice price, and the reason for applying this benefit to the
beds sold directly by the plaintiff to persons in Iloilo was
because, as the defendant obligated itself in the contract to
incur the expenses of advertisement of the plaintiff's beds,
such sales were to be considered as a result of that
advertisement.
In respect to the defendant's obligation to order by the
dozen, the only one expressly imposed by the contract, the
effect of its breach would only entitle the plaintiff to
disregard the orders which the defendant might place
under other conditions but if the plaintiff consents to fill
them, he waives his right and cannot complain for having
acted thus at his own free will.
For the foregoing reasons, we are of opinion that the
contract by and between the plaintiff and the defendant
was one of purchase and sale, and that the obligations the
breach of which is alleged as a cause of action are not
imposed upon the defendant, either by agreement or by
law.
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