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EVIDENCE: III. B. INTERPRETATION OF DOCUMENTS - Coggle Diagram

- - - - d. INTERPRETATION ACCORDING TO CIRCUMSTANCES
        (Rule 130, Section 14)
        
        FOR PROPER CONSTRUCTION, FF MAY BE SHOWN:
        
        CIRCUMSTANCES OF ITS MAKING
        
        SITUATION OF SUBJECT & PARTIES
        Section 14. Interpretation according to circumstances. – For the proper construction of an instrument, the circumstances under which it was made, including the situation of the subject thereof and of the parties to it, may be shown, so that the judge may be placed in the position of those whose language he or she is to interpret. (13a)
        
        PURPOSE: TO PLACE JUDGE IN POSITION OF THOSE WHOSE LANGUAGE HE/SHE INTERPRETS
        
        OTHER AGREEMENTS IN THE CONTEXT CAN BE USED
        ● As applied to this case, the circumstances under which the Affidavit of Undertaking was made must be considered.
        ● The Affidavit of Undertaking states that Seacorp was appointed as the manning agent of Navales to recruit Filipino seafarers.
        ● Hence, reference to the Manning Agency Agreement between the two must be made.
        ○ The Manning Agency Agreement clearly states that Navales was “acting for and in behalf of Arawa Bay Shipping” when it appointed Seascorp as its recruitment agent.
        ○ The same Agreement states that the SPA executed by Navales in favor of Seascorp must be incorporated in it.
        ● So, reference must be made to the SPA.
        ○ Similarly, the SPA clearly states that Navales was “acting for and on behalf of Arawa Bay Shipping” and that Navales named and appointed Seascorp as its attorney in fact.
        ● The circumstances show that Navales signed the Manning Agency Agreement and SPA with Seascorp on behalf of Arawa Bay Shipping. On the other hand, Navales signed the crewing agreement with Seagull and Philimare on behalf of Turtle Bay Shipping.
        ● Hence, Seascorp could not have intended to assume the liabilities of Seagull and Philimare with respect to Balatongan’s complaint.
        
        DELIBERATIONS DURING NEGOTIATION
        The Feb. 22 letter clearly states that 21 million is merely a “suggested indicative price”, yet to be approved by the Board of Trustees
        
        e. PECULIAR SIGNIFICATION OF TERMS (Rule 130, Section 15)
        
        f. WRITTEN WORDS CONTROL PRINTED (Rule 130, Section 16)
        
        g. EXPERTS AND INTERPRETERS TO BE USED EXPLAINING CERTAIN WRITINGS (Rule 130, Section 17)
        
        h. OF TWO CONSTRUCTIONS, WHICH PREFERRED (Rule 130, Section 18)
        
        i. CONSTRUCTION IN FAVOR OF NATURAL RIGHT (Rule 130, Section 19)
        
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        WHAT ONE SUPPOSED THE OTHER TO UNDERSTAND PREVAILS
        Section 18. Of two constructions, which preferred. – When the terms of an agreement have been intended in a different sense by the different parties to it, that sense is to prevail against either party in which he or she supposed the other understood it,
        
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        DECIPHERERS MAY BE USED IF UNDECIPHERABLE:
        
        CHARACTERS
        
        LANGUAGE
        Section 17. Experts and interpreters to be used in explaining certain writings. – When the characters in which an instrument is written are difficult to be deciphered, or the language is not understood by the court, the evidence of persons skilled in deciphering the characters, or who understand the language, is admissible to declare the characters or the meaning of the language. (16)
        
        INSIST:
        
        TRANSLATION MUST BE INSISTED
        a. IF NOT INSISTED, ADMISSIBLE
        The reqt that docs written in an unofficial language must be accompanied w/ a translation in English or Filipino as a prerequisite for its admission in evidence must be insisted upon by the parties at the trial to enable the court, where a translation has been impugned as incorrect, to decide the issue.
        
        ○ Where such doc (written in an unofficial language), w/c has not been accompanied w/ a translation in English or Filipino, is offered in evidence and not objected to, either by the parties or the court, it must be presumed that the language in w/c the doc is written is understood by all and, thus, the doc is admissible in evidence
        
        WRITTEN > PRINTED
        Section 16. Written words control printed. – When an instrument consists partly of written words and partly of a printed form, and the two [(2)] are inconsistent, the former controls the latter. (15)
        
        PRIMARY AND GENERAL ACCEPTATION OF TERMS PRESUMED
        Section 15. Peculiar signification of terms. – The terms of a writing are presumed to have been used in their primary and general acceptation,
        
        EXCEPT IF PECULIAR
        SIGNIFICATION IS PROVEN
        but evidence is admissible to show that they have a local, technical, or otherwise peculiar signification, and were so used and understood in the particular instance, in which case the agreement must be construed accordingly. (14)
        
        SCHEME ATTACHING PECULIAR MEANING TO "INDICATIVE" PREVAILS OVER WEBSTER
        The reliance of the trial court in the Webster definition of the term "indicative," as also adopted by petitioner, is misplaced. The transaction at bar involves the sale of an asset under a privatization scheme which attaches a peculiar meaning or signification to the term "indicative price." Under No. 6.1 of the General Bidding Procedures and Rules 32 of respondent, "an indicative price is a ball-park figure and [respondent] supplies such a figure purely to define the ball-park."||| (Moreno, Jr. v. Private Management Office, G.R. No. 159373, [November 16, 2006], 537 PHIL 280-296)
      - Cañedo v. Kampilan Security and Detective Agency, Inc. – G.R. No. 179326. July 31, 2013 (715 Phil. 625-637)
      - INTENTION PREVAILS
        Section 13. Interpretation according to intention; general and particular provisions. – In the construction of an instrument, the intention of the parties is to be pursued;
        
        TO JUDGE INTENTION, CONTEMPORANEOUS AND SUBSEQUENT ACTS ARE PRINCIPALLY CONSIDERED
        Article 1371. In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered. (1282)
        
        Why are prior acts not "principally considered"?
        
        PARTICULAR > GENERAL PROVISION
        and when a general and a particular provision are inconsistent, the latter is paramount to the former. So a particular intent will control a general one that is inconsistent with it. (12)
        
        REQUESTING RETIREMENT AFTER ALLEGED TERMINATION
        Cañedo was suspended effective May 8, 2003. a. On June 2, 2003, NPC requested for his replacement. b. He then intimated his desire to retire from service on June 17, 2003. 15. These circumstances negate petitioner's claim that he was terminated on May 7, 2003.
    - - Art. 1374 The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly.
        
        CLEAR TERMS = LITERAL CONTROLS
        Par 1 of Art. 1370. If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.
        
        IF TERMS & INTENT CONFLICT:
        INTENT PREVAILS OVER TERMS
        BUT PRELIMINARY INQUIRY MUST BE MADE FIRST
        • Par 2 of Article 1370 provides: If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the former.
        
        PRELIMINARY INQUIRY MUST BE MADE FIRST
        a. when the intention of the parties cannot be discerned from the plain and literal language of the contract, or where there is more than just one way of reading it for its meaning, the court must make a preliminary inquiry of whether the contract before it is an ambiguous one.
        (Power Sector Assets and Liabilities Management Corp. v. Sem-Calarca Power Corp)
        
        NO RESOLUTORY CONDITION STATED, NOT TO BE PRESUMED
        Although paragraph 5 mentions extensions, it is ominously and significantly SILENT on the matter of pre-termination.
        Paragraph 5 only expressly mentions that “satisfactory performance” is a consideration for extending the Contract a. BUT does not mention effects of unsatisfactory performance
        the consequences of unsatisfactory performance is not specified in the Contract → there is no stipulation allowing termination upon unsatisfactory performance
        (Conditions are not to be presumed)
        
        CLEAR TERMS = MUST BE TAKEN ON ITS FACE
        a. The rule means that the contract's meaning should be determined from its clear terms without reference to extrinsic facts or aid; where the language of a written contract is clear and unambiguous, the contract must be taken to mean that which, on its face, it purports to mean, unless some good reason can be assigned to show that the words should be understood in a different sense
        (Power Sector Assets and Liabilities Management Corp. v. Sem-Calarca Power Corp)
- - - - PRINCIPLES OF REFORMATION APPLY
        Article 1360. The principles of the general law on the reformation of instruments are hereby adopted insofar as they are not in conflict with the provisions of this Code.
        
        MISTAKE FOR REFORMATION WHEN:
        
        MUTUAL MISTAKE
        Article 1361. When a mutual mistake of the parties causes the failure of the instrument to disclose their real agreement, said instrument may be reformed.
        
        ONE MISTAKEN, ONE FRAUDULENT = MISTAKEN CAN ASK FOR REFORM
        Article 1362. If one party was mistaken and the other acted fraudulently or inequitably in such a way that the instrument does not show their true intention, the former may ask for the reformation of the instrument.
        
        CONCEALED BY OTHER PARTY
        Article 1363. When one party was mistaken and the other knew or believed that the instrument did not state their real agreement, but concealed that fact from the former, the instrument may be reformed.
        
        ILNB OF DRAFTER OR CLERK/TYPIST
        Article 1364. When through the ignorance, lack of skill, negligence or bad faith on the part of the person drafting the instrument or of the clerk or typist, the instrument does not express the true intention of the parties, the courts may order that the instrument be reformed.
        
        MORTGAGE LABELED AS SALE (ABSOLUTE OR PDR)
        Article 1365. If two parties agree upon the mortgage or pledge of real or personal property, but the instrument states that the property is sold absolutely or with a right of repurchase, reformation of the instrument is proper.
        
        NO REFORMATION WHEN:
        Article 1366. There shall be no reformation in the following cases:
        
        DONATIONS INTER VIVOS
        a. UNCONDITIONAL
        (1) Simple donations inter vivos wherein no condition is imposed;
        
        WILLS
        (2) Wills;
        
        VOID AGREEMENT
        (3) When the real agreement is void.
        
        ACTION WAS ALREADY BROUGHT BY THE PARTY
        Article 1367. When one of the parties has brought an action to enforce the instrument, he cannot subsequently ask for its reformation.
  - - - ACTS PRINCIPALLY CONSIDERED, CONTEMPORANEOUS & SUBSEQUENT
        Article 1371. In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered. (1282)
        
        GENERAL TERMS DO NOT COMPREHEND DISTINCT THINGS AND CASES NOT INTENDED BY PARTIES
        Article 1372. However general the terms of a contract may be, they shall not be understood to comprehend things that are distinct and cases that are different from those upon which the parties intended to agree. (1283)
        
        MOST EFFECTUAL INTERPRETATION PREVAILS
        Article 1373. If some stipulation of any contract should admit of several meanings, it shall be understood as bearing that import which is most adequate to render it effectual. (1284)
        
        TOGETHER
        Article 1374. The various stipulations of a contract shall be interpreted together,
        DOUBTFUL ONES RESULT FROM ALL TAKEN JOINTLY
        attributing to the doubtful ones that sense which may result from all of them taken jointly. (1285)
        
        MOST IN KEEPING WITH
        NATURE & OBJECT OF CONTRACT
        Article 1375. Words which may have different significations shall be understood in that which is most in keeping with the nature and object of the contract. (1286)
        
        USAGE/CUSTOM FILLS IN OMISSION OF STIPULATIONS ORDINARILY ESTABLISHED
        Article 1376. The usage or custom of the place shall be borne in mind in the interpretation of the ambiguities of a contract, and shall fill the omission of stipulations which are ordinarily established. (1287)
        
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    - - DATE IS PRESUMED TRUE DATE
        Sec. 11. Date, presumption as to. - Where the instrument or an acceptance or any indorsement thereon is dated, such date is deemed prima facie to be the true date of the making, drawing, acceptance, or indorsement, as the case may be.
        
        IF THE LANGUAGE OF THE INSTRUMENT IS AMBIGUOUS OR THERE ARE OMISSIONS, THE FF. RULES APPLY
        Sec. 17. Construction where instrument is ambiguous. - Where the language of the instrument is ambiguous or there are omissions therein, the following rules of construction apply:
        
        IF WORDS AND NUMBERS ARE DISCREPANT ON SUM, WORDS PREVAIL
        i) BUT IF WORDS UNCERTAIN, NUMBERS MAY BE USED TO FIX AMOUNT
        (a) Where the sum payable is expressed in words and also in figures and there is a discrepancy between the two, the sum denoted by the words is the sum payable; but if the words are ambiguous or uncertain, reference may be had to the figures to fix the amount;
        
        IF UNSPECIFIED WHEN INTEREST RUNS, INTEREST RUNS FROM DATE OF INSTRUMENT;
        i) BUT IF UNDATED, FROM ISSUANCE
        (b) Where the instrument provides for the payment of interest, without specifying the date from which interest is to run, the interest runs from the date of the instrument, and if the instrument is undated, from the issue thereof;
        
        IF UNDATED, PRESUMED DATED AT
        TIME OF ISSUANCE
        (c) Where the instrument is not dated, it will be considered to be dated as of the time it was issued;
        
        IF WRITTEN & PRINTED ARE DISCREPANT, WRITTEN PROVISIONS PREVAIL
        (d) Where there is a conflict between the written and printed provisions of the instrument, the written provisions prevail;
        
        IF AMBIGUOUS WHETHER BILL OR NOTE, HOLDER MAY ELECT WHICH IT IS
        (e) Where the instrument is so ambiguous that there is doubt whether it is a bill or note, the holder may treat it as either at his election;
        
        IF UNCLEAR IN WHAT CAPACITY THE PERSON SIGNED, HE IS DEEMED AN INDORSER
        (f) Where a signature is so placed upon the instrument that it is not clear in what capacity the person making the same intended to sign, he is to be deemed an indorser;
        
        IF INSTRUMENT WITH "I PROMISE TO PAY" IS SIGNED BY 2 OR MORE PERSONS, THEY ARE SOLIDARILY LIABLE
        (g) Where an instrument containing the word "I promise to pay" is signed by two or more persons, they are deemed to be jointly and severally liable thereon.
        
        PRESUMPTIONS:
        
        CONSIDERATION IS PRESUMED
        
        PARTY FOR VALUE IF WITH SIGNATURE
        Sec. 24. Presumption of consideration. - Every negotiable instrument is deemed prima facie to have been issued for a valuable consideration; and every person whose signature appears thereon to have become a party thereto for value.
      - UNENFORCEABLE CONTRACTS
        
        Article 1403. The following contracts are unenforceable, unless they are ratified:
        (1) Those entered into in the name of another person by one who has been given no authority or legal representation, or who has acted beyond his powers;
        (2) Those that do not comply with the Statute of Frauds as set forth in this number. In the following cases an agreement hereafter made shall be unenforceable by action, unless the same, or some note or memorandum, thereof, be in writing, and subscribed by the party charged, or by his agent; evidence, therefore, of the agreement cannot be received without the writing, or a secondary evidence of its contents:
        (a) An agreement that by its terms is not to be performed within a year from the making thereof;
        (b) A special promise to answer for the debt, default, or miscarriage of another;
        (c) An agreement made in consideration of marriage, other than a mutual promise to marry;
        (d) An agreement for the sale of goods, chattels or things in action, at a price not less than five hundred pesos, unless the buyer accept and receive part of such goods and chattels, or the evidences, or some of them, of such things in action or pay at the time some part of the purchase money; but when a sale is made by auction and entry is made by the auctioneer in his sales book, at the time of the sale, of the amount and kind of property sold, terms of sale, price, names of the purchasers and person on whose account the sale is made, it is a sufficient memorandum;
        (e) An agreement for the leasing for a longer period than one year, or for the sale of real property or of an interest therein;
        (f) A representation as to the credit of a third person.
        (3) Those where both parties are incapable of giving consent to a contract.
        
        FAILURE TO OBJECT = RATIFIED
        Article 1405. Contracts infringing the Statute of Frauds, referred to in No. 2 of article 1403, are ratified by the failure to object to the presentation of oral evidence to prove the same, or by the acceptance of benefit under them.
        
        EXPRESS TRUSTS ON IMMOVABLES CANNOT BE PROVED BY PAROL EVIDENCE
        Article 1443. No express trusts concerning an immovable or any interest therein may be proved by parol evidence.
        
        RULE 63 ROC
        DECLARATORY RELIEF AND SIMILAR REMEDIES
        
        DECLARATORY RELIEF REQS:
        
        INTERESTED UNDER A DEED, WILL, CONTRACT, OR WRITTEN INSTRUMENT
        
        AFFECTED BY A STATUTE, EO, REGULATION, ORDINANCE
        
        BEFORE BREACH/VIOALTION
        Section 1. Who may file petition. – Any person interested under a deed, will, contract or other written instrument, whose rights are affected by a statute, executive order or regulation, ordinance, or any other governmental regulation may, before breach or violation thereof, bring an action in the appropriate Regional Trial Court to determine any question of construction or validity arising, and for a declaration of his rights or duties, thereunder.
        
        An action for the reformation of an instrument, to quiet title to real property or remove clouds therefrom, or to consolidate ownership under Article 1607 of the Civil Code, may be brought under this Rule. (1a, R64; En Banc Resolution, February 17, 1998.)
        
        Section 2. Parties. – All persons who have or claim any interest which would be affected by the declaration shall be made parties; and no declaration shall, except as otherwise provided in these Rules, prejudice the rights of persons not parties to the action. (2a, R64)
        
        Section 3. Notice on Solicitor General. – In any action which involves the validity of a statute, executive order or regulation, or any other governmental regulation, the Solicitor General shall be notified by the party assailing the same and shall be entitled to be heard upon such question. (3a, R64)
        
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- - - - UNLESS VERIFIED PLEADING PUTS IN ISSUE: (IFVOWN)
        However, a party may present evidence to modify, explain or add to the terms of the written agreement if he or she puts in issue in a verified pleading:
        
        INTRINSIC AMBIGUITY,
        MISTAKE OR
        IMPERFECTION
        (a) An intrinsic ambiguity, mistake or imperfection in the written agreement;
        
        FAILURE TO EXPRESS TRUE INTENT & AGREEMENT
        (b) The failure of the written agreement to express the true intent and agreement of the parties thereto;
        
        VALIDITY
        (c) The validity of the written agreement; or
        
        OTHER TERMS AGREED TO
        (d) The existence of other terms agreed to by the parties or their successors in interest after the execution of the written agreement.
        INCLUDES WILLS
        The term “agreement” includes wills. (9a)
        
        WHOLE TRANSACTION NOT CONVEYED
        
        (SEPARATE ORAL AGREEMENT NOT INCONSISTENT WITH WRITTEN TERMS)
        The present case does not appear to fall under any of the given exceptions. However, a party to a contract may prove the existence of any separate oral agreement as to any matter which is not inconsistent with its terms. This may be done if, from the circumstances of the case, the court believes that the document does not convey entirely the whole of the parties' transaction. (Spouses Amoncio v. Benedicto)
        
        NO OBJECTION FROM PARTY
        Where a party entitled to the benefit of the parol evidence rule allows such evidence to be received without objection, he cannot, after the trial has closed and the case has been decided against him, invoke the rule in order to secure a reversal of judgement. (Failed to object to oral testimony)
        (Spouses Amoncio v. Benedicto)
        
        (1ST EXCEPTION)
        
        AMBIGUITY = WHAT AUTHOR INTENDED TO SAY CANNOT BE DECIPHERED
        1st exception applies when the ambiguity or uncertainty is readily apparent from reading the contract.
        o The wordings are so defective that what the author of the document intended to say cannot be deciphered.
        
        MISTAKE = MUTUAL MISTAKE
        o Also covers cases where the parties commit a mutual mistake of fact
        
        MANIFESTLY INCOMPLETE e.g. WHEN PARTIES ONLY DEFINE TERMS
        o Where the document is manifestly incomplete as the parties do not intend to exhibit the whole agreement but only to define some of its terms
        (Spouses Amoncio v. Benedicto)
        
        (2ND EXCEPTION)
        2nd exception includes:
        
        INTENTION CANNOT BE UNDERSTOOD BY INSPECTION
        o Where contract is so obscure that the contractual intention of the parties cannot be understood by mere inspection of the instrument
        o Extrinsic proof of its subject matter, of the relation of the parties and of the circumstances surrounding them when they entered into the contract may be received as evidence
        (S A v. B))
        
        NO AMBIGUITY, NO FAILURE TO EXPRESS TRUE INTENT
        The exception that the failure of the agreement to express the true intent of the parties applies only where the written contract is so ambiguous or obscure that the intent of the parties cannot be ascertained.
        In such cases, extrinsic evidence is allowed.
        However, here there is no ambiguity, the deeds of sale being clear and express as to their terms.
        
        (3RD EXCEPTION) (~WAC-TIFF)
        
        NO WRITTEN CONTRACT EVER EXISTED
        
        NO AGREEMENT ON TERMS OF CONTRACT
        
        NO CONSIDERATION
        o Where purpose of introducing the evidence is to show the invalidity of the contract
        ▪ Party alleges no written contract ever existed
        ▪ Parties fail to agree on the terms of the contract
        ▪ No consideration for the agreement
        (S A v. B)
        Parol evidence may be admitted to show:
        
        TRUE CONSIDERATION
        True consideration of a contract
        
        INCAPACITY
        Incapacity of parties
        
        FICTITIOUS
        Fictitious/absolutely simulated contract
        
        FRAUD IN INDUCEMENT
        Fraud in inducement
        [2 Regalado 733, 2008 Ed.]
        
        (4TH EXCEPTION)
        DUE EXECUTION OF CONTRACT IS IN ISSUE
        o Where the due execution of the contract or document is in issue.
        (S A v. B)
        
        SUBSEQUENT WRITTEN AGREEMENTS STILL ALLOWED UNDER PER
        The rule forbidding the admission of parol or extrinsic evidence to alter, vary, or contradict a written instrument does not apply so as to prohibit the establishment by parol of an agreement between the parties in writing, entered into subsequent to the time when the written instrument was executed, notwithstanding such agreement may have the effect of adding to, changing, modifying, or even altogether abrogating the contract of the parties as evidenced by the writing;
        
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        PRIOR OR CONTEMPORANEOUS COLLATERAL PAROL AGREEMENTS STILL ALLOWED
        Parol evidence does not extend so far as to preclude the admission of extrinsic evidence to show prior or contemporaneous collateral parol agreements between the parties.
        Such evidence may be received, regardless of whether or not the written agreement contains reference to such collateral agreement. (Robles v. Lizarraga)
        
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        CONDITION PRECEDENT NOT FULFILLED
        “When the operation of the contract is made to depend upon the occurrence of an event, which, for that reason is a condition precedent, such may be established by parol evidence.”
      - EXCLUSIVE BETWEEN PARTIES & SUCCESSORS IN INTEREST
        The parol evidence rule is exclusive only as “between the parties and their successors-in-interest.”(Marquez v. Espejo)
        
        PER APPLIES WHEN THERE'S AGREEMENT
        Sec. 7, Rule 130 is predicated on the existence of a document embodying the terms of an agreement. (Absent an agreement on the instrument, the PER does not apply i.e. a mere receipt [Wigmore])
        (Cruz v. CA)
        
        STATEMENT OF FACT IN INSTRUMENT MAY BE VARIED BY PAROL EVIDENCE
        (Statement of Fact) A statement of fact expressed in the instrument may be varied by parol evidence.
        
        BUT THE AGREEMENT PART IS SUBJECT TO PER
        (Agreement, which is the source of the rights and obligations) However, the terms of the contractual act cannot
        
        REQS FOR PE TO BE ADMITTED (RFR)
        
        EXCEPTION WAS
        a. RAISED AS ISSUE IN PLEADING OR
        b. NO OBJECTION
        First, that the existence of any of the four (4) exceptions has been put in issue in a party’s pleading or has not been objected to by the adverse party; and
        
        FORMS PROPOSED CONCLUSION
        
        RELEVANT (or TENDING TO INDUCE BELIEF IN EXISTENCE OF EXCEPTION)
        Second, that the parol evidence sought to be presented serves to form the basis of the conclusion proposed by the presenting party.
        That is, it must be relevant, tending to "induce belief in the existence" of the flaw, true intent, or subsequent extraneous terms averred by the party seeking to introduce parol evidence
        (P v. K)
        
        NO NEED TO EXPLICITLY STATE "MISTAKE", "IMPERFECTION" OR EXCEPTION. THAT IT IS CRUX OF COMPLAINT SUFFICES
        It is true that petitioners Spouses Paras’ Complaint does not specifically state words and phrases such as "mistake," "imperfection," or "failure to express the true intent of the parties." Nevertheless, it is evident that the crux of petitioners Spouses Paras’ Complaint is their assertion that the Agreement was founded on the parties’ supposed understanding that the quantity of aggregates allotted in favor of respondent Kimwa must be hauled by May 15, 1995.
        (P v. K)
        
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        ADMISSIBILITY IS NOT PROBATIVE VALUE
        Of course, this admission and availability for consideration is no guarantee of how exactly the parol evidence adduced shall be appreciated by a court. That is, they do not guarantee the probative value, if any, that shall be attached to them
        (P v. K)
        
        NO AGREEMENT, PER DOES NOT APPLY
        
        POST MIDTERMS CASES
        (Applicability)
        
        EITHER PARTY IS NON-PRIVY
        PER DOES NOT APPLY WHEN:
        
        AT LEAST 1 NON-PRIVY
        
        DOES NOT BASE CLAIM ON INSTRUMENT
        Francisco on Evidence: The parol evidence rule does not apply, and may not properly be invoked by either party to the litigation against the other, where at least one of the parties to the suit is not a party or a privy of a party to the written instrument in question and does not base a claim on the instrument or assert a right originating in the instrument or the relation established thereby.
        
        VARYING = PAROL INADMISSIBLE
        AS BETWEEN PARTIES, EVIDENCE CANNOT BE RECEIVED IF:
        
        PAROL EVIDENCE WHICH
        
        CONTRADICT OR VARY ITS TERMS
        Horn vs Hansen: “As bet parties to a written agreement, or their privies, parol evidence cannot be received to contradict or vary its terms.
        
        UNSIGNED, BUT WRITTEN
        WRITTEN ONLY, NEED NOT BE
        
        SIGNED
        
        PUBLIC DOCUMENT
        
        IN ANY PARTICULAR FORM
        The Court held that the Parol Evidence Rule applies to all agreements in writing. The agreement need not be a public document for it to apply. Furthermore, as a general rule, bills, notes and other instruments of a similar nature are not subject to be varied or contradicted by parol or extrinsic evidence. (Inciong v. CA)
        
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        AT LEAST EITHER PARTY IS NOT PRIVY TO CONTRACT
        Strangers to a contract are… not bound by it, and the rule excluding extrinsic evidence in the construction of writings is inapplicable in such cases; and it is relaxed where EITHER one of the parties bet whom the question arises is a stranger to the written agreement, and does not claim under or thru one who is party to it. In such case, the rule is binding upon neither…”
        
        PRIOR/CONTEMPORANEOUS ORAL AGREEMENTS RULES
        
        TO EXPLAIN
        a. CAN BE ADMITTED
        Prior or contemporaneous agreements cannot vary the written terms of an agreement
        
        TO ADD/VARY
        a. CANNOT BE ADMITTED
        -i. EXCEPT IF: PER-EXCEPTION + PLEADED
        
        MEMORY IS TREACHEROUS
        human memory and spoken words are notoriously unreliable in comparison to a written contract which uses a inform language.
        (Ortanes v. CA)
        
        PER SUMMARY:
        
        EITHER NON-PRIVY = PER INAPPLICABLE
        
        VARY = INADMISSIBLE
        
        UNSIGNED, BUT WRITTEN = PER APPLIES
        
        PUBLIC DOC NOT NEEDED TO APPLY PER
        
        EXPRESS PLEADING OF EXCEPTION
        
        CONDITION PRECEDENT
        a. EXPRESSLY REFERRED TO
        
        SUBSEQUENT AGREEMENTS:
        a. PAROL ADMISSIBLE
        
        VARY vs EXPLAIN
        
        FAILURE TO OBJECT = WAIVER
        
        VALIDITY = PER NOT APPLICABLE
        
        PER SUMMARY: (EFECUP)
        
        EITHER PARTY NON-PRIVY
        a. NOT CLAIMING THRU INSTRUMENT
        b. THUS, PER INAPPLICABLE
        
        FAILURE TO OBJECT = WAIVER
        
        EXPRESS PLEADING OF EXCEPTION
        a. LITERALLY STATED GROUND IN RULE 130, SEC. 10
        b. MERE STATEMENT OF 4 CONDITIONS
        
        CONDITION PRECEDENT
        a. EXPRESSLY REFERRED TO
        
        UNSIGNED, BUT WRITTEN = PER APPLIES
        
        PUBLIC DOC NOT NEEDED TO APPLY PER
        
        SUBSEQUENT AGREEMENTS:
        a. PAROL ADMISSIBLE
        
        VALIDITY = PER NOT APPLICABLE
        
        VARY vs EXPLAIN
        
        VARY = INADMISSIBLE
        
        NOT LIMITED TO PARTY INITIATING ACTION
        Raising any of these items as an issue in a pleading such that it falls under the exception is not limited to the party initiating an action.
        (Paras v. Kimwa)
        
        PRIVATE AND PUBLIC DOCUMENTS INCLUDED IN SCOPE OF PER
        The agreement need not be a public document for it to apply. Furthermore, as a general rule, bills, notes and other instruments of a similar nature are not subject to be varied or contradicted by parol or extrinsic evidence.
        
        NOT APPLICABLE WHEN AT LEAST ONE
        NOT PRIVY TO THE INST DOES NOT BASE THEIR CLAIM ON IT OR A RIGHT THEREFROM
        It may not be invoked where at least one of the parties to the suit is not a party or a privy of a party to the written document in question, and does not base his claim on the instrument or assert a right originating in the instrument. (M v. E)
        
        STRANGER DOES NOT CLAIM UNDER OR THROUGH A PARTY TO THAT INSTRUMENT
        As bet parties to a written agreement, or their privies, parol evidence cannot be received to contradict or vary its terms. Strangers to a contract are… not bound by it, and the rule excluding extrinsic evidence in the construction of writings is inapplicable in such cases; and it is relaxed where either one of the parties bet whom the question arises is a stranger to the written agreement, and does not claim under or thru one who is party to it. In such case, the rule is binding upon neither…” (Lechugas v. CA citing Horn v. Hansen)
        
        NOT APPLICABLE IF THE CONTROVERSY IS BETWEEN ONE OF THE PARTIES TO THE DOCUMENT AND A THIRD PERSON
    - - UNDER EXCEPTION, A PARTY SEEKS TO CONTRACT, VARY, ADD, OR SUBTRACT FROM TERMS
        The parol evidence rule excludes parol or extrinsic evidence by which a party seeks to contract, vary, add to or subtract from the terms of a valid agreement or instrument.
        (Marquez v. Espejo)
        
        RATIONALE: PRESUMPTION THAT WRITTEN AGREEMENT IS THE ONLY REPOSITORY AND MEMORIAL OF TRUTH
        The reason for the rule is the presumption that when the parties have reduced their agreement to writing, they have made such writing the only repository and memorial of the truth
        o Whatever is not found in the writing must be understood to have been waived or abandoned
    - - TO JUDGE INTENTION,
        CONTEMPORANEOUS & SUBSEQUENT ACTS
        PRINCIPALLY CONSIDERED
        NCC Article 1371 - In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered.
        
        CIRCUMSTANCES UNDER WHICH INST WAS MADE MAY BE SHOWN
        Rule 130, Section 13 - Interpretation according to circumstances. – For the proper construction of an instrument, the circumstances under which it was made, including the situation of the subject thereof and of the parties to it, may be shown, so that the judge may be placed in the position of those whose language he is to interpret.