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Hanlon v Haussermann form of shares of stock for the services rendered in the

GR No. L-14617 | February 18, 1920 flotation of this proposition. Sellner, Haussermann and
Petitioner: R. Y. Hanlon Beam hereby guarantee that the subscriptions to be
Respondents: John Haussermann and A.W. Beam obtained by them as stated shall be fully paid within (6)
Intervenor: George Sellner months from the date of the acceptance on the part of
● the said Hanlon of the option granted by said company;
● The Benguet Consolidated Mining Company is a it being understood and agreed that if for any cause the
corporation which was organized in 1903 with an Sellner shall fail to obtain subscriptions and payment
authorized capital stock of one million dollars, of the thereof to the amount of P50,000 within the time
par value of one dollar per share specified, then the obligation of Haussermann and
● In 1909, the milling plant of said company, situated in Beam shall be discharged; and, on the other hand, if
Benguet upon a partially developed quartz mine, was for any cause Haussermann and Beam shall fail to
badly damaged and partly destroyed by high water, obtain subscriptions for the P25,000 and payment
and in 1911, it was completely destroyed by like thereof within the time mentioned, then and in that
causes. The company was thereafter without working event, Sellner shall be released from his obligation.
capital, and without credit, and therefore unable to ● Haussermann and Beam proceeded, after the
rebuild the plant.. departure of Hanlon (he went to the States), to procure
● For a long time prior thereto, defendant John W. subscriptions upon the stock at their disposal. As a
Haussermann and A. W. Beam were shareholders in consequence of this they were prepared to pay in, or to
said mining company and members of its board of cause to be paid in, the entire amount which they were
directors, and were at said time, vice-president and obligated to raise. Doubts, however, arose as to the
secretary-treasurer, respectively, of said company. ability of Sellner to obtain subscriptions or produce the
● The plaintiff R. Y. Hanlon, an experienced mining P75,000, which he obligated to bring in; Beam then
engineer, upon the solicitation of the Beam, presented cabled to Hanlon in America "Sellner unable to pay.
to the board of directors of the Benguet Consolidated Have you any instructions?" Upon receipt of this
Mining Company a proposition for the rehabilitation of cablegram, Hanlon cabled Sellner to use every effort to
the company, and asked an option for thirty days within raise the money and also cable Beam to obtain the
which to thoroughly examine the property. The terms of money elsewhere if Sellner could not supply it.
that proposition and acceptance were incorporated in a ● Thereafter Haussermann and Beam assumed that they
written contract between the parties. were absolved from the obligations of their contract of
● It was initially agreed by Hanlon, Haussermann, Beam with Hanlon and Sellner, and that the mining company
and Sellner that P75,000.00 was needed to rehabilitate was no longer bound by its contract with Hanlon. They
the mine; P50,000.00 would come from Hanlon by therefore proceeded, as parties interest in the
securing and obtaining subscriptions for the company’s rehabilitation of the mining company, to make other
stocks, P25,000.00 would come from Haussermann arrangements for financing the project.
and Beam. They were to receive compensation in the
○ As preliminary to the new scheme of financing proceeded to its consummation. Certainly, no act of the
the corporation, the board of directors of the defendants can be pointed to which prevented or
mining company, composed of Haussermann, retarded its realization; and we are of the opinion that,
Beam, and Sendres, saw it fit to adopt a under the circumstances, nothing more could be
resolution declaring the contract between required of the defendants than a full and honest
Hanlon and the company to be cancelled by compliance with their contract. As this had been
reason of the failure of Hanlon to pay in the discharge through the fault of another they can not be
sum of P75,000. held liable upon it. Certainly, we cannot accede to the
● It was expressly declared in the contract that upon the proposition that the defendants by making the
default of either party the obligation of the other shall contracts in question had discapacitated themselves
be discharged. From this it is clear that upon the and their company for an indefinite period from seeking
happening of the condition which occurred in this case, other means of financing the company's necessities,
i.e., the default of Sellner to pay to the mining company save only upon the penalty of surrendering a share of
on or before 6 months from the contract, the sum of their ultimate gain to the two adventurers who are
money which he had undertaken to find, Haussermann plaintiffs in this action.
and Beam were discharged.
○ This is a typical case of a resolutory condition ISSUE: Whether a party to a contract is impliedly discharged
under the civil law. The contract expressly by the failure of the other to comply with a certain stipulation
provides that upon the happening of a future on or before the time set for performance
and uncertain negative event, the obligation
created by the agreement shall cease to exist. RULING:
○ The right of Hanlon to require any further aid or ● It must be determined with reference to the intention of
assistance from these defendants after the 6 the parties as deduced from the contract itself in
month period, was expressly subordinated to a relation with the circumstances under which the
resolutory condition, and the contract itself contract was made.
declares in precise language that the effect of ● All the possibilities of the situation with respect to the
the non-fulfillment of the condition shall be rehabilitation of the Benguet mining property,
precisely the same as that which the statute depended upon the fulfillment of that stipulation. There
attaches to it — the extinction of the obligation. can then be no doubt that compliance on the part of
● The defendants acted in good faith for the Hanlon with this stipulation was viewed by the parties
accomplishment of the common purpose and to the full as the pivotal fact in the whole scheme.
extent of their obligation during the continuance of their ● Under these conditions it is apparent enough that the
contract; and if Sellner had not defaulted, or if Hanlon parties to the contract treated time as of the essence of
had been able to produce the necessary capital from the agreement and intended that the failure of Hanlon
some other source, during the time set for raising the to supply the necessary capital within the time stated
money, the original project would undoubtedly have should put an end to the whole project. In view of the
fact that an express resolutory provision had been
inserted in the profit-sharing agreement, it must have
seemed superfluous to insert such express clause in
the later contract. Any extension of time, therefore, that
the mining company might have made afterthe 6 month
period would have been purely a matter of grace, and
not demandable by Hanlon as of absolute right.
● Under the equitable doctrine, if the contracting parties
have treated time as of the essence of the contract, the
delinquency will not be excused and specific
performance will not be granted;but on the other hand,
if it appears that time has not been made of the
essence of the contract,equity will relieve from the
delinquency and specific performance may be granted,
duecompensation being made for the damage caused
by the delay