Case Brief: Lim vs. Kou Co Ping

G.R. No. 175256               August 23, 2012
LILY LIM, Petitioner,
KOU CO PING a.k.a. CHARLIE CO, Respondent.

G.R. No. 179160
KOU CO PING a.k.a. CHARLIE CO, Petitioner,
LILY LIM, Respondent.


FR Cement Corporation (FRCC) issued several withdrawal authorities for the account of cement dealers and traders, Fil-Cement and Tigerbilt (FCCT).

FCCT then sold the withdrawal authorities covering 50,000 bags of cement to respondent Co for the amount of P3.15 million or P63.00 per bag.

Co then sold the same withdrawal authorities to petitioner Lily Lim for the alleged amount of P3.2 million or P64.00 per bag.

Lim, using the withdrawal authorities, withdrew 2,800 bags of cement from FRCC. He then sold some of the withdrawal authorities covering 10,000 bags back to respondent Co. (Remaining: 37,200 bags)

Sometime within the same year, FRCC no longer allowed Lim to withdraw the remaining 37,200 bags covered by the withdrawal authorities. According to Co and the manager of FCCT, the plant implemented a price increase and would only release the goods once Lim paid for the price difference or agreed to receive a lesser quantity of cement. Lim objected and maintained that the withdrawal authorities were not subject to price fluctuations.

Because of this, Lim filed an information for Estafa through Misappropriation or Conversion before the RTC of Pasig City. The criminal case was dismissed. The civil liability was subsequently dismissed as well after the reception of the evidence.
Lim appealed the dismissal of the civil liability before the CA. While the appeal before the CA was pending, she filed a complaint for specific performance and damages before the RTC of Manila. The complaint asserted two causes of action: breach of contract and abuse of rights.

In his defense, Co maintained that the two causes of action raise the same issue, which was Co’s liability to Lim for her inability to withdraw the bags of cement, and SHOULD BE DISMISSED ON THE GROUNDS OF LIS PENDENS AND FORUM SHOPPING.


Whether or not Lim committed forum shopping in filing the civil case for specific performance and damages during the pendency of her appeal on the civil aspect of Estafa.


Lim did not commit forum shopping in filing the civil case for specific performance and damages during the pendency of her appeal on the civil aspect of Estafa.

A single act or omission that causes damage to an offended party may give rise to two separate civil liabilities on the part of the offender:  (1) civil liability ex delicto, that is, civil liability arising from the criminal offense under Article 100 of the Revised Penal Code,− and (2) independent civil liability, that is, civil liability that may be pursued independently of the criminal proceedings. The independent civil liability may be based on “an obligation not arising from the act or omission complained of as a felony,” as provided in Article 31 of the Civil Code (such as for breach of contract or for tort). It may also be based on an act or omission that may constitute felony but, nevertheless, treated independently from the criminal action by specific provision of Article 33 of the Civil Code (“in cases of defamation, fraud and physical injuries”).

The filing of the collection case after the dismissal of the estafa cases against the offender did not amount to forum-shopping. The essence of forum shopping is the filing of multiple suits involving the same parties for the same cause of action, either simultaneously or successively, to secure a favorable judgment. Although the cases filed by the offended party arose from the same act or omission of the offender, they are, however, based on different causes of action. The criminal cases for estafa are based on culpa criminal while the civil action for collection is anchored on culpa contractual.

Moreover, there can be no forum-shopping in the instant case because the law expressly allows the filing of a separate civil action which can proceed independently of the criminal action.


Case Brief: Uy and Roxas vs. CA

WILLIAM UY and RODEL ROXAS, petitioners,
G.R. No. 120465. September 9, 1999


William Uy and Rodel Roxas are agents authorized to sell 8 parcels of land by the owners thereof. By virtue of such authority, they offered to sell the lands, located in Benguet to National Housing Authority (NHA) to be utilized and developed as a housing project. On 14 February 1989, the NHA Board passed Resolution 1632 approving the acquisition of said lands, with an area of 31.8231 hectares, at the cost of P23.867 million, pursuant to which the parties executed a series of Deeds of Absolute Sale covering the subject lands. Of the 8 parcels of land, however, only 5 were paid for by the NHA because of the report it received from the Land Geosciences Bureau of the Department of Environment and Natural Resources (DENR) that the remaining area is located at an active landslide area and therefore, not suitable for development into a housing project. On 22 November 1991, the NHA issued Resolution 2352 cancelling the sale over the 3 parcels of land. The NHA, through Resolution 2394, subsequently offered the amount of P1.225 million to the landowners as daños perjuicios.

On 9 March 1992, petitioners Uy and Roxas filed before the RTC Quezon City a Complaint for Damages against NHA and its General Manager Robert Balao. After trial, the RTC rendered a decision declaring the cancellation of the contract to be justified. The trial court nevertheless awarded damages to plaintiffs in the sum of P1.255 million, the same amount initially offered by NHA to petitioners as damages.

Upon appeal by petitioners, the Court of Appeals reversed the decision of the trial court and entered a new one dismissing the complaint. It held that since there was “sufficient justifiable basis” in cancelling the sale, “it saw no reason” for the award of damages. The Court of Appeals also noted that petitioners were mere attorneys-in-fact and, therefore, not the real parties-in-interest in the action before the trial court. Their motion for reconsideration having been denied, petitioners seek relief from the Supreme Court.

1. Whether or not there was legal basis for rescinding the sale.
2. Whether or not the respondent CA erred in dimissing the subject complaint, finding that the petitioners failed to join as indispensable party plaintiff the selling lot-owners.


1) Yes. The right of rescission or, more accurately, resolution, of a party to an obligation under Article 1191 is predicated on breach of faith by the other party that violates the reciprocity between them. The power to rescind, therefore, is given to the injured party. Article 1191 states that “the power to rescind obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him. The injured party may choose between the fulfillment and the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible.” In the present case, the NHA did not rescind the contract. Indeed, it did not have the right to do so for the other parties to the contract, the vendors did not commit any breach, much less a substantial breach, of their obligation. Their obligation was merely to deliver the parcels of land to the NHA, an obligation that they fulfilled. The NHA did not suffer any injury by the performance thereof the cancellation was not a rescission under Article 1191. Rather, the cancellation was based on the negation of the cause arising from the realization that the lands, which were the object of the sale, were not suitable for housing.

Cause is the essential reason which moves the contracting parties to enter into it. In other words, the cause is the immediate, direct and proximate reason which justifies the creation of an obligation through the will of the contracting parties. Cause, which is the essential reason for the contract, should be distinguished from motive, which is the particular reason of a contracting party which does not affect the other party. Ordinarily, a party’s motives for entering into the contract donor affect the contract. However, when the motive predetermines the cause, the motive may be regarded as the cause.

In this case, it is clear, and petitioners do not dispute, that NHA would not have entered into the contract were the lands not suitable for housing. In other words, the quality of the land was an implied condition for the NHA to enter into the contract. On the part of the NHA, therefore, the motive was the cause for its being a party to the sale. SC held that the NHA was justified in canceling the contract. The realization of the mistake as regards the quality of the land resulted in the negation of the motive/cause thus rendering the contract inexistent. The Supreme Court denied the petition.

2) No. Section 2, Rule 3 of the Rules of Court requires that every action must be prosecuted and defended in the name of the real party-in-interest. The real party-in-interest is the party who stands to be benefited or injured by the judgment or the party entitled to the avails of the suit. “Interest,” within the meaning of the rule, means material interest, an interest in the issue and to be affected by the decree, as distinguished from mere interest in the question involved, or a mere incidental interest. Cases construing the real party-in-interest provision can be more easily understood if it is borne in mind that the true meaning of real party-in-interest may be summarized as follows: An action shall be prosecuted in the name of the party who, by the substantive law, has the right sought to be enforced. Where the action is brought by an attorney-in-fact of a landowner in his name, (as in our present action) and not in the name of his principal, the action was properly dismissed because the rule is that every action must be prosecuted in the name of the real parties-in-interest (Section 2, Rule 3, Rules of Court).

Petitioners claim that they lodged the complaint not in behalf of their principals but in their own name as agents directly damaged by the termination of the contract. Petitioners in this case purportedly brought the action for damages in their own name and in their own behalf. An action shall be prosecuted in the name of the party who, by the substantive law, has the right sought to be enforced. Petitioners are not parties to the contract of sale between their principals and NHA. They are mere agents of the owners of the land subject of the sale. As agents, they only render some service or do something in representation or on behalf of their principals. The rendering of such service did not make them parties to the contracts of sale executed in behalf of the latter. Since a contract may be violated only by the parties thereto as against each other, the real parties-in-interest, either as plaintiff or defendant, in inaction upon that contract must, generally, either be parties to said contract. Petitioners have not shown that they are assignees of their principals to the subject contracts. While they alleged that they made advances and that they suffered loss of commissions, they have not established any agreement granting them “the right to receive payment and out of the proceeds to reimburse themselves for advances and commissions before turning the balance over to the principals.

Case Brief: Standard Oil vs. Jaramillo



JOAQUIN JARAMILLO, as register of deeds of the City of Manila, respondent.

G.R. No. L-20329 March 16, 1923

On November 27, 1922, Gervasia de la Rosa, Vda. de Vera, was the lessee of a parcel of land situated in the City of Manila and owner of the house of strong materials built thereon, upon which date she executed a document in the form of a chattel mortgage to convey to the Standard Oil. Co. by way of mortgage both the leasehold interest in said lot and the building to which it stands After said document had been duly acknowledged and delivered, it was then presented to Joaquin Jaramillo, Register of Deeds of the City of Manila, for the purpose of having the same recorded. Upon examination of the instrument, the Jaramillo was of the opinion that it was not chattel mortgage, for the reason that the interest therein mortgaged did not appear to be personal property, within the meaning of the Chattel Mortgage Law, and registration was refused on this ground only.

Whether or not the deed may be registered in the chattel mortgage registry?

Yes it may be registered. The duties of a register of deeds in respect to the registration of chattel mortgages are purely of a ministerial character, and he is clothed with no judicial or quasi-judicial power to determine the nature of the property, whether real or personal, which is the subject of the mortgage. Generally speaking, he should accept the qualification of the property adapted by the person who presents the instrument for registration and should place the instrument on record, upon payment of the proper fee, leaving the effects of registration to be determined by the court if such question should arise for legal determination.The efficacy of the act of recording a chattel mortgage consists in the fact that registration operates as constructive notice of the existence of the contract, and the legal effects of the instrument must be discovered in the document itself, in relation with the fact of notice. Registration adds nothing to the instrument, considered as a source of title, and affects nobody’s rights except as a species of constructive notice.

Case Brief: Prudential Bank vs. Panis

PRUDENTIAL BANK, petitioner,
HONORABLE DOMINGO D. PANIS, Presiding Judge of Branch III, Court of First Instance of Zambales and Olongapo City; FERNANDO MAGCALE & TEODULA BALUYUT-MAGCALE, respondents.
G.R. No. L-50008 August 31, 1987

Spouses Magcale secured a loan from Prudential Bank. As security, respondent’s spouses executed a real estate mortgage, their residential building as security. Since the respondents was not able to fulfil their obligation, the security was extrajudiciaily foreclosed and was eventually sold in a public auction. Hence this case, to assail the validity of the mortgage and to recover the foreclosed land.
Whether or not a real estate mortgage can be instituted on the building of a land belonging to another
While it is true that a mortgage of land necessarily includes in the absence of  stipulation  of  the  improvements  thereon,  buildings,  still  a  building  in itself may be mortgaged by itself apart from the land on which it is built.  Such a mortgage would still be considered as a REM for the building would still be considered as immovable property even if dealt with separately and apart from the land.  The original mortgage on the building and right to occupancy of the land was  executed  before  the  issuance  of  the  sales  patent  and  before  the government  was  divested  of  title  to  the  land.    Under  the  foregoing,  it  is evident  that  the  mortgage  executed  by  private  respondent  on  his  own building was a valid mortgage.

Case Brief: Leung Yee vs. Frank Strong

LEUNG YEE, plaintiff-appellant,
G.R. No. L-11658 February 15, 1918

Leung Yee’s company bought cleaning equipment from the defendant machinery company. As payment, it executed a chattel mortgage in favour of the defendant on its building in which the machinery was installed. This mortgage made no reference as to the land from where the property was located. Since the plaintiff’s company, was not able to pay, the building together with the equipment attached to it was foreclosed and the respondent was able to possess the property. Hence, this action by the plaintiff to recover possession of the building.

Issue: Whether or not the building can be classified as a real property, so as to subject it to a real estate mortgage

The disputed building was considered by the court as Real property.
The mere fact that the parties seem to have dealt with it separately and apart from the land would change its character as real property. Hence, such mortgage would still be a real estate mortgage for the building that served as a security and the executed chattel mortgage and its consequences cannot be said to have any legal effect.

Notes: Torts in relation to Remedial Law


Jurisprudence is rich with cases tackling Quasi-Delicts (Art. 2176, Civil Code) in relation to the Rules of Court.  The salient topics that the author was able to jot down on his notes are as follows:

In Casupanan vs. Laroya, the defendant filed a criminal case for reckless imprudence resulting in damage to property, while the plaintiffs filed a civil action for damages based on Art. 2176 of the Civil Code.  The Supreme Court held that although the two actions arose from the same act or omission, they stem from different causes of action, which are culpa criminal and culpa aquiliana respectively.  Hence, there is no forum shopping because the law and the rules expressly allow the filing of a separate civil action which can proceed independently of the criminal action.   Sec. 1, par. 6, Rule 111 of the 2000 Rules on Criminal Procedure is on point:

SECTION 1. Institution of criminal and civil actions. (a) x x x.

No counterclaim, cross-claim or third-party complaint may be filed by the accused in the criminal case, but any cause of action which could have been the subject thereof may be litigated in a separate civil action. (Emphasis supplied)

The same case tackled the differences between the 1985 Rules and the 2000 Rules.  This is very important.  Even the author was a bit confused when he read the older cases, as the mechanics were very different back then.

In the 1985 Rules, Art. 19-32 (intentional torts), Art. 2176, and civil liability ex delicto were deemed instituted with the filing of criminal action.  The provisions of the law as to the waiver, reservation, and prior institution of civil action apply to those three.

In the 2000 Rules, only the civil liability ex delicto is deemed instituted and is affected by the provisions on waiver, reservation, and prior institution of civil action.  For all the other actions based on Art. 2176 and Art. 19-32, they are now independent civil actions which are not affected by the provisions on reservation and waiver.  Otherwise stated, there is no need to make a reservation for such civil action.

Do note that as per the current rules, a separate civil action must be filed before the prosecution presents its evidence.  Waiver of civil action may be filed anytime.  And in case of prior institution of civil action, the subsequent filing of criminal action will suspend the civil action.

Take note of Sec. 2, Rule 111, of the 2000 Rules on Criminal Procedure as well:

Section 2. When separate civil action is suspended. — After the criminal action has been commenced, the separate civil action arising therefrom cannot be instituted until final judgment has been entered in the criminal action.

If the criminal action is filed after the said civil action has already been instituted, the latter shall be suspended in whatever stage it may be found before judgment on the merits. The suspension shall last until final judgment is rendered in the criminal action. Nevertheless, before judgment on the merits is rendered in the civil action, the same may, upon motion of the offended party, be consolidated with the criminal action in the court trying the criminal action. In case of consolidation, the evidence already adduced in the civil action shall be deemed automatically reproduced in the criminal action without prejudice to the right of the prosecution to cross-examine the witnesses presented by the offended party in the criminal case and of the parties to present additional evidence. The consolidated criminal and civil actions shall be tried and decided jointly.

During the pendency of the criminal action, the running of the period of prescription of the civil action which cannot be instituted separately or whose proceeding has been suspended shall be tolled. (n)

The extinction of the penal action does not carry with it extinction of the civil action. However, the civil action based on delict shall be deemed extinguished if there is a finding in a final judgment in the criminal action that the act or omission from which the civil liability may arise did not exist.

Such consolidation of civil and criminal action applies only if the civil case is instituted prior to the criminal case.  Its main effect is that the evidence is automatically duplicated, although such filing must be done before the case is finished. This provision will not apply if you reserve the right to institute a separate civil action.

Finally, the conclusion of the Supreme Court in the same case is as follows:

Under Section 1 of the present Rule 111, the independent civil action in Articles 32, 33, 34 and 2176 of the Civil Code is not deemed instituted with the criminal action but may be filed separately by the offended party even without reservation. The commencement of the criminal action does not suspend the prosecution of the independent civil action under these articles of the Civil Code. The suspension in Section 2 of the present Rule 111 refers only to the civil action arising from the crime, if such civil action is reserved or filed before the commencement of the criminal action.

Thus, the offended party can file two separate suits for the same act or omission. The first a criminal case where the civil action to recover civil liability ex-delicto is deemed instituted, and the other a civil case for quasi-delict – without violating the rule on non-forum shopping. The two cases can proceed simultaneously and independently of each other. The commencement or prosecution of the criminal action will not suspend the civil action for quasi-delict. The only limitation is that the offended party cannot recover damages twice for the same act or omission of the defendant. In most cases, the offended party will have no reason to file a second civil action since he cannot recover damages twice for the same act or omission of the accused. In some instances, the accused may be insolvent, necessitating the filing of another case against his employer or guardians.

Similarly, the accused can file a civil action for quasi-delict for the same act or omission he is accused of in the criminal case. This is expressly allowed in paragraph 6, Section 1 of the present Rule 111 which states that the counterclaim of the accused may be litigated in a separate civil action. This is only fair for two reasons. First, the accused is prohibited from setting up any counterclaim in the civil aspect that is deemed instituted in the criminal case. The accused is therefore forced to litigate separately his counterclaim against the offended party. If the accused does not file a separate civil action for quasi-delict, the prescriptive period may set in since the period continues to run until the civil action for quasi-delict is filed.

Second, the accused, who is presumed innocent, has a right to invoke Article 2177 of the Civil Code, in the same way that the offended party can avail of this remedy which is independent of the criminal action. To disallow the accused from filing a separate civil action for quasi-delict, while refusing to recognize his counterclaim in the criminal case, is to deny him due process of law, access to the courts, and equal protection of the law.

Thus, the civil action based on quasi-delict filed separately by Casupanan and Capitulo is proper. The order of dismissal by the MCTC of Civil Case No. 2089 on the ground of forum-shopping is erroneous.

This, in effect, made the earlier SC decisions inapplicable anymore (e.g. People vs. Amistad, People vs. Navoa, People vs. Badeo, and People vs. Bayotas).  Bear that in mind, as these can confuse or mislead the reader.

Lastly, the author would like to include the following cases related to the subject matter at hand:

In Virata vs. Ochoa:

The aggrieved party may file criminal action or civil damages.  Although it is important to note that you can only recover once, whichever is higher.

Acquittal in a criminal case is not a bar for recovery of civil damages arising out of other sources.

There is no identity of causes of action between a crime and a quasi-delict.

In Occena vs. Icamina, the Supreme Court held that:

The judgment of conviction in a criminal case does not bar appealing the civil aspect of the case.

Two kinds of appeal may be had in conviction:  a) accused may appeal the criminal and civil aspect of the case; or, b) complainant may appeal only the civil aspect of the case if award of damages is refused or unsatisfactory.

Active participation in criminal action does not equate to waiver of right to appeal.

In Jarantilla vs. CA:

Failure of the trial court to make any pronouncement as to civil liability amounts to reservation.  Hence, party may still appeal for the civil aspect of the case.

In Park vs. Choi:

In criminal cases, you can file a demurrer to evidence after the prosecution rested its case.  If the court grants the same, the court may enter a partial judgement, dismissing the criminal case on one hand, and remanding the civil aspect to the lower courts on the other.

In Salazar vs. People, the court held the following:

The acquittal of the accused does not prevent a judgment against him on the civil aspect of the case where (a) the acquittal is based on reasonable doubt as only preponderance of evidence is required; (b) where the court declared that the liability of the accused is only civil; (c) where the civil liability of the accused does not arise from or is not based upon the crime of which the accused was acquitted. Moreover, the civil action based on the delict is extinguished if there is a finding in the final judgment in the criminal action that the act or omission from which the civil liability may arise did not exist or where the accused did not commit the acts or omission imputed to him.

If the accused is acquitted on reasonable doubt but the court renders judgment on the civil aspect of the criminal case, the prosecution cannot appeal from the judgment of acquittal as it would place the accused in double jeopardy. However, the aggrieved party, the offended party or the accused or both may appeal from the judgment on the civil aspect of the case within the period therefor.

After the prosecution has rested its case, the accused has the option either to (a) file a demurrer to evidence with or without leave of court under Section 23, Rule 119 of the Revised Rules of Criminal Procedure, or to (b) adduce his evidence unless he waives the same.


Disclaimer:  The author merely published his notes from the classroom discussions and recitations.  He does not guarantee the full accuracy of the data.  If you see any wrong information, please tell and the author will be more than happy to correct it.  After all, “false knowledge is more dangerous that outright ignorance”.

Case Brief: Inchausti & Co vs. Cromwell

INCHAUSTI & CO., Plaintiff-Appellant,
ELLIS CROMWELL, Collector of Internal Revenue, Defendant-Appellee.
G.R. No. 6584. October 16, 1911.


Inchausti & Co. is engaged in the business of buying and selling at wholesale hemp, both for its own account and on commission. The operation of of baling hemp is designated among merchants by the word ‘prensaje.’ Inchausti, in all its sales of hemp, quoted the price to the buyer at so much per picul, no mention being made of baling. The company in accordance with the custom mentioned in paragraph V hereof, collected and received, under the denomination of ‘prensaje,’ from purchasers of hemp sold by the said firm for its own account, in addition to the price expressly agreed upon for the said hemp, sums aggregating P380,124.35 and collected for the account of the owners of hemp sold by the plaintiff firm in Manila on commission, and under the said denomination of ‘prensaje,’ in addition to the price expressly agreed upon for said hemp, sums aggregating P31,080. Inchausti has always paid to Ellis Cromwell, in the office of the Collector of Internal Revenue the tax collectible upon the selling price expressly agreed upon for all hemp sold but has not, until compelled to do so, paid the said tax upon sums received from the purchaser of such hemp under the denomination of ‘prensaje.’ Ellis Cromwell, in his capacity as Collector of Internal Revenue, made demand in writing upon the plaintiff firm for the payment within the period of five (5) days of the sum of P1,370.68, the amount collected from purchasers of hemp under the denomination of ‘prensaje.’ Inchausti paid for such demand under protest but Cromwell still refuses to return such amount.

The contention of the defendant was that the said charge made under the denomination of “prensaje” is in truth and in fact a part of the gross value of the hemp sold and of its actual selling price, and that therefore the tax imposed by section 139 of Act No. 1189 lawfully accrued on said sums, that the collection thereof was lawfully and properly made and that therefore the plaintiff is not entitled to recover back said sum or any part thereof; and that the defendant should have judgment against plaintiff for his costs.

1. Whether the price for the contract of sale should include the charge made under the denomination of “prensaje”
2. Whether there exists a contract of sale.


The Supreme Court stated that there can be no question that, if the value of the hemp were not augmented to the amount of P1.75 per bale by said operation, the purchaser would not pay that sum. If one buys a bale of hemp at a stipulated price of P20, well knowing that there is an agreement on his part, express or implied, to pay an additional amount of P1.75 for that bale, he considers the bale of hemp worth P21.75. It is agreed, as we have before stated, that hemp is sold in bales. Therefore, baling is performed before the sale. The purchaser of hemp owes to the seller nothing whatever by reason of their contract except the value of the hemp delivered. That value, that sum which the purchaser pays to the vendee, is the true selling price of the hemp, and every item which enters into such price is a part of such selling price. By force of the custom prevailing among hemp dealers in the Philippine Islands, a purchaser of hemp in the market, unless he expressly stipulates that it shall be delivered to him in loose form, obligates himself to purchase and pay for baled hemp. Whether or not such agreement is express or implied, whether it is actual or tacit, it has the same force. After such an agreement has once been made by the purchaser, he has no right to insist thereafter that the seller shall furnish him with unbaled hemp. It is undoubted that the vendees, in the sales referred to in the case at bar, would have had no right, after having made their contracts, to insist on the delivery of loose hemp with the purpose in view themselves to perform the baling and thus save 75 centavos per bale. It is unquestioned that the seller, the plaintiff, would have stood upon his original contract of sale, that is, the obligation to deliver baled hemp, and would have forced his vendees to accept baled hemp, he himself retaining among his own profits those which accrued from the process of baling. The Court stated that the distinction between a contract of sale and one for work, labor, and materials, is tested by the inquiry whether the thing transferred is one not in existence and which would never have existed but for the order of the party desiring to acquire it, or a thing which would have existed and been the subject of sale to some other person, even if the order had not been given. Further, when a person stipulates for the future sale of articles which he is habitually making, and which at the time are not made or finished, it is essentially a contract of sale and not a contract for labor. It is otherwise where the article would not have been made but for the agreement; and where the article ordered by the purchase is exactly such as the vendor makes and keeps on hand for sale to anyone, and no change or modification of it is made at the vendee’s request, it is a contract of sale even though it be entirely made after and in consequence of the vendee’s order for it. Furthermore, the Court defined “price.” The word “price” signifies the sum stipulated as the equivalent of the thing sold and also every incident taken into consideration f or the fixing of the price put to the debit of the vendee and agreed to by him.