G.R. No. 132607. May 5, 1999 CEBU SHIPYARD AND ENGINEERING WORKS, INC., petitioner, vs.

WILLIAM LINES, INC. and PRUDENTIAL GUARANTEE and ASSURANCE COMPANY, INC., respondents. DOCTRINE: The intention of the parties to make each other a co-assured under an insurance policy is to be gleaned principally from the insurance contract or policy itself and not from any other contract or agreement because the insurance policy denominates the assured and the beneficiaries of the insurance. FACTS: Cebu Shipyard and Engineering Works, Inc. (CSEW) is a domestic corporation engaged in the business of dry-docking and repairing of marine vessels while the private respondent, Prudential Guarantee and Assurance, Inc. (Prudential), also a domestic corporation is in the non-life insurance business. William Lines, Inc. (plaintiff below) is in the shipping business. It was the owner of M/V Manila City, a luxury passenger-cargo vessel, which caught fire and sank on February 16, 1991. At the time of the unfortunate occurrence sued upon, subject vessel was insured with Prudential for P45,000,000.00 pesos for hull and machinery. The Hull Policy included an Additional Perils (INCHMAREE) Clause covering loss of or damage to the vessel through the negligence of, among others, ship repairmen. The Policy provided as follows: Subject to the conditions of this Policy, this insurance also covers loss of or damage to Vessel directly caused by the following: xxx Negligence of Charterers and/or Repairers, provided such Charterers and/or Repairers are not an Assured hereunder. xxx provided such loss or damage has not resulted from want of due diligence by the Assured, the Owners or Managers of the Vessel, of any of them. Masters, Officers, Crew or Pilots are not to be considered Owners within the meaning of this Clause should they hold shares in the Vessel. Petitioner CSEW was also insured by Prudential for third party liability under a Shiprepairers Legal Liability Insurance Policy. The policy was for P10 million only, under the limited liability clause. While the M/V Manila City was undergoing dry-docking and repairs within the premises of CSEW, the master, officers and crew of M/V Manila City stayed in the vessel, using their cabins as living quarters. Other employees hired by William Lines to do repairs and maintenance work on the vessel were also present during the drydocking. On February 16, 1991, after subject vessel was transferred to the docking quay, it caught fire and sank, resulting to its eventual total loss. Petitioners version: they were able to stop the fire but the wind in the morning following the 1st fire incident rekindled the fire. The huge amount of water and strong

current caused the vessel to capsize. When M/V Manila City capsized, steel and angle bars were noticed to have been newly welded along the port side of the hull of the vessel, at the level of the crew cabins. William Lines did not previously apply for a When M/V Manila City capsized, steel and angle bars were noticed to have been newly welded along the port side of the hull of the vessel, at the level of the crew cabins. William Lines did not previously apply for a permit to do hotworks on the said portion of the ship as it should have done pursuant to its work order with CSEW. [5] Respondent Prudentials version: the fire broke out in the following manner: At around eleven o clock in the morning of February 16, 1991, the Chief Mate of M/V Manila City was inspecting the various works being done by CSEW on the vessel, when he saw that some workers of CSEW were cropping out steel plates on Tank Top No. 12 using acetylene, oxygen and welding torch. He also observed that the rubber insulation wire coming out of the air-conditioning unit was already burning, prompting him to scold the workers. At 2:45 in the afternoon of the same day, witnesses saw smoke coming from Tank No. 12. The vessels reeferman reported such occurence to the Chief Mate who immediately assembled the crew members to put out the fire. When it was too hot for them to stay on board and seeing that the fire cannot be controlled, the vessels crew were forced to withdraw from CSEWs docking quay. In the morning of February 17, 1991, M/V Manila City sank. As the vessel was insured with Prudential Guarantee, William Lines filed a claim for constructive total loss, and after a thorough investigation of the surrounding circumstances of the tragedy, Prudential Guarantee found the said insurance claim to be meritorious and issued a check in favor of William Lines in the amount of P45 million pesos representing the total value of M/V Manila Citys hull and machinery insurance. [6] On February 21, 1991, William Lines, Inc. filed a complaint for damages against CSEW, alleging that the fire which broke out in M/V Manila City was caused by CSEWs negligence and lack of care. On July 15, 1991 was filed an Amended Complaint impleading Prudential as coplaintiff, after the latter had paid William Lines, Inc. the value of the hull and machinery insurance on the M/V Manila City. As a result of such payment Prudential was subrogated to the claim of P45 million, representing the value of the said insurance it paid. The trial court rendered judgment in favor of the plaintiffs and against the defendant, ordering the CSEW to pay Prudential Guarantee and Assurance, Inc., the subrogee, the amount of Forty-five Million (P45 million) Pesos, with interest at the legal rate until full payment is made. CA affirmed the appealed decision of the trial court, ruling. MR was also denied. Hence, this petition for review. ISSUE: 1. W/N CSEW is liable to Prudential Guarantee and Assurance Company Inc as the subrogee of William Lines Inc. comrev2 cebu shipyard vs william lines Page 1 of 3

2.

W/N CSEW is considered co-assured with the William Lines Inc and therere no subrogation can exist between them.

RULING: The petition is unmeritorious. Petitioner CSEW faults the Court of Appeals for adjudging it negligent and liable for damages to the respondents, William Lines, Inc., and Prudential for the loss of M/V Manila City. It is petitioners submission that the finding of negligence by the Court of Appeals is not supported by the evidence on record, and contrary to what the Court of Appeals found, petitioner did not have management and control over M/V Manila City. Although it was brought to the premises of CSEW for annual repair, William Lines, Inc. retained control over the vessel as the ship captain remained in command and the ships crew were still present. While it imposed certain rules and regulations on William Lines, it was in the exercise of due diligence and not an indication of CSEWs exclusive control over subject vessel. Thus, CSEW maintains that it did not have exclusive control over the M/V Manila City and the trial court and the Court of Appeals erred in applying the doctrine of res ipsa loquitur. Here, the Court of Appeals and the Cebu Regional Trial Court of origin are agreed that the fire which caused the total loss of subject M/V Manila City was due to the negligence of the employees and workers of CSEW. Both courts found that the M/V Manila City was under the custody and control of petitioner CSEW, when the ill-fated vessel caught fire. The decisions of both the lower court and the Court of Appeals set forth clearly the evidence sustaining their finding of actionable negligence on the part of CSEW. This factual finding is accorded great weight and is conclusive on the parties. Res ipsa loquitur The facts and evidence on record reveal the concurrence of said conditions in the case under scrutiny. First, the fire that occurred and consumed M/V Manila City would not have happened in the ordinary course of things if reasonable care and diligence had been exercised. In other words, some negligence must have occurred. Second, the agency charged with negligence, as found by the trial court and the Court of Appeals and as shown by the records, is the herein petitioner, Cebu Shipyard and Engineering Works, Inc., which had control over subject vessel when it was docked for annual repairs. So also, as found by the regional trial court, other responsible c auses, including the conduct of the plaintiff, and third persons, are sufficiently eliminated by the evidence. [11] What is more, in the present case the trial court found direct evidence to prove that the workers and/or employees of CSEW were remiss in their duty of exercising due diligence in the care of subject vessel. The direct evidence substantiates the conclusion that CSEW was really negligent. Thus, even without applying the doctrine of res ipsa loquitur, in light of the direct evidence on record, the ineluctable conclusion is that the petitioner, Cebu Shipyard and Engineering Works, Inc., was negligent and consequently liable for damages to the respondent, William Lines, Inc. Subrogation.

On the issue of subrogation, petitioner contends that Prudential is not entitled to be subrogated to the rights of William Lines, Inc., theorizing that (1) the fire which gutted M/V Manila City was an excluded risk and (2) it is a co-assured under the Marine Hull Insurance Policy. It is petitioners submission that the loss of M/V Manila City or damage thereto is expressly excluded from the coverage of the insurance because the same resulted from want of due diligence by the Assured, Owners or Managers which is not included in the risks insured against. Again, this theory of petitioner is bereft of any factual or legal basis. It proceeds from a wrong premise that the fire which gutted subject vessel was caused by the negligence of the employees of William Lines, Inc. To repeat, the issue of who between the parties was negligent has already been resolved against Cebu Shipyard and Engineering Works, Inc. Upon proof of payment by Prudential to William Lines, Inc., the former was subrogated to the right of the latter to indemnification from CSEW. As aptly ruled by the Court of Appeals, the law on the matter is succinct and clear, to wit: Art. 2207. If the plaintiffs property has been insured, and he has received indemnity from the insurance company for the injury or loss arising out of the wrong or breach of contract complained of, the insurance company shall be subrogated to the rights of the insured against the wrongdoer or the person who has violated the contract. If the amount paid by the insurance company does not fully cover the injury or loss, the aggrieved party shall be entitled to recover the deficiency from the person causing the loss or injury. Thus, when Prudential, after due verification of the merit and validity of the insurance claim of William Lines, Inc., paid the latter the total amount covered by its insurance policy, it was subrogated to the right of the latter to recover the insured loss from the liable party, CSEW. Co-assurance Petitioner theorizes further that there can be no right of subrogation as it is deemed a co-assured under the subject insurance policy. To buttress its stance that it is a coassured, petitioner placed reliance on Clause 20 of of the Work Order which states: 20. The insurance on the vessel should be maintained by the customer and/or owner of the vessel during the period the contract is in effect.

According to petitioner, under the aforecited clause, William Lines, Inc., agreed to assume the risk of loss of the vessel while under drydock or repair and to such extent, it is benefited and effectively constituted as a co-assured under the policy. This theory of petitioner is devoid of sustainable merit. Clause 20 of the Work Order in question is clear in the sense that it requires William Lines to maintain insurance on the vessel during the period of dry-docking or repair. Concededly, such a stipulation works to the benefit of CSEW as the shiprepairer. However, the fact that CSEW benefits from the said stipulation does not automatically make it as a co-assured of William Lines. The intention of the parties to make each other a co-assured under an insurance policy is to be gleaned principally from the insurance contract or policy itself and not from any other contract or agreement because the insurance comrev2 cebu shipyard vs william lines Page 2 of 3

policy denominates the assured and the beneficiaries of the insurance. The hull and machinery insurance procured by William Lines, Inc. from Prudential named only William Lines, Inc. as the assured. There was no manifestation of any intention of William Lines, Inc. to constitute CSEW as a co-assured under subject policy. It is axiomatic that when the terms of a contract are clear its stipulations control. Thus, when the insurance policy involved named only William Lines, Inc. as the assured thereunder, the claim of CSEW that it is a co-assured is unfounded. Then too, in the Additional Perils Clause of the same Marine Insurance Policy, it is provided that: Subject to the conditions of this Policy, this insurance also covers loss of or damage to vessel directly caused by the following: Negligence of Charterers and/or Repairers, provided such Charterers and/or Repairers are not an Assured hereunder. As correctly pointed out by respondent Prudential, if CSEW were deemed a co-assured under the policy, it would nullify any claim of William Lines, Inc. from Prudential for any loss or damage caused by the negligence of CSEW. Certainly, no shipowner would agree to make a shiprepairer a co-assured under such insurance policy; otherwise, any claim for loss or damage under the policy would be invalidated. Such result could not have been intended by William Lines, Inc. WHEREFORE, for want of merit, the petition is hereby DENIED and the decision, dated September 3, 1997, and Resolution, dated February 13, 1998, of the Court of Appeals AFFIRMED. No pronouncement as to costs.

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