G.R. No.

L-32958             November 8, 1930

BLOSSOM AND COMPANY, INC., plaintiff-appellant,

STATEMENT

          In its complaint filed March 3, 1927, Blossom alleges that on September 10, 1918, it
entered into a contract with Manila Gas in which Blossom promised and undertook to purchase
and receive from Manila Gas and Manila Gas agreed to sell and deliver to Blossom, for a period
of 4 years, three tons of water gas tar per month from September to January 1, 1919 and 20
tons per month after January 1, 1919, for the remaining period of the contract; one-half ton of
coal gas tar a month from September to January 1, 1919, and six tons per month after January
1, 1919, for the remainder of the contract, delivery to be made at the plant of Manila Gas,
without containers and at the price of P65 per ton for each kind of gas tar, it being agreed that
this price should prevail only so long as the raw materials — coal and crude oil —used by
Manila Gas in the manufacture of gas should cost Manila Gas the same price as that prevailing
at the time of the contract, and that in the event of an increase or decrease in the cost of raw
material there would be a corresponding increase or decrease in the price of the tar. That on
January 31, 1919, this contract was amended so that it should continue to remain in force for a
period of ten years from January 1, 1919, and it was agreed that Blossom should not be obliged
to take the qualities of the tars required during the year 1919, but that it might purchase tars in
such quantities as it could use to advantage at the stipulated price. That after the year 1919
Blossom would take at least the quantities specified in the contract of September 10, 1918, to
be taken from and after January 1, 1919, and that at its option it would have the right to take any
quantity of water gas tar in excess of the minimum quantity specified in that contract and up to
the total amount of output of that tar of defendant's plant and also to take any quantity of coal
gas tar in excess of the minimum quantity specified in that contract and up to 50 per cent of
defendant's entire output of coal gas tar, and that by giving Manila Gas ninety days' notice, it
would have the right at its option to take the entire output of defendant's coal gas tar, except
such as it might need for its own use in and about its plant. That in consideration of this
modification of the contract of September 10, 1918, plaintiff agreed to purchase from Manila
Gas of certain piece of land lying adjacent to its plant at the price of P5 per square meter.
defendant sold and conveyed the land to Blossom which in turn executed a mortgage thereon to
Manila Gas for P17,140.20, to secure the payment of the balance of the purchase price.

          It is then alleged:

VIII. That about the last part of July, 1920 Mathe Manila Gas Corporation willfully,
and deliberately breached its said contract, with Blossom by ceasing to deliver
any coal and water gas tar to it thereunder solely because of the increased price
of its tar products and its desire to secure better prices therefor than plaintiff was
obliged to pay to it … Blossom was forced to commence action against Manila
Gas to recover the damages which it had up to that time suffered by reason of
such flagrant violation of said contract and to obtain the specific performance of
the said contract and after due trial of that action, judgment was entered therein
in favor of Blossom
 XIV. That as shown by the foregoing allegations of this complaint, it is apparent
that Manila Gas Corporation, does not intend to comply with its said contract,

          July 18, 1928, Manila Gas filed an amended answer in which it alleged as an affirmative
defense, first, that the complaint does not state facts sufficient to constitute cause of action the
reason that a prior adjudication has been had of all the issues involved in this action, and,
second,

JOHNS, J.:

          In this action plaintiff seeks to recover damages from Manila Gas which it claims to have
sustained after September, 1923, arising from, and growing out of, its original contract of
September 10, 1918, as modified on January 1, 1919, to continue for a period of ten years from
that date.

plaintiff alleges that about the last part of July, 1920, Manila Gas "willfully and deliberately
breached its said contract," and that it "flatly refused to make any deliveries under said contract,
and finally it was forced to commence action in the Court of First Instance against Manila Gas
known to recover the damages which it had then sustained by reason of such flagrant violation
of said contract on the part of Manila Gas, in which judgment was rendered in favor of Blossom
and against Manila Gas for x x x as damages suffered by this plaintiff by Manila Gas's breach of
said contract from July 1920, up to and including September, 1923, with legal interest thereon
from

          In their respective briefs, opposing counsel have much to say about the purpose and
intent of the judgment, and it is vigorously asserted that it was never intended that it should be
or become a bar to another action by Blossom to recover any damages it may have sustained
after September, 1923, during the remainder of the ten-year period of that contract.

          In the final analysis, plaintiff in this action seeks to recover damages growing out of, and
arising from, other and different breaches of that same contract after November, 1923, for the
remainder of the ten-year period, and the question is thus squarely presented as to whether the
rendition of the former judgment is a bar to the right of Blossom to recover damages from and
after September, 1923, arising from, and growing out of, breaches of the original contract of
September 10, 1918, as modified on January 1, 1919. That is to say, whether Blossom, in a
former action, having recovered judgment for the damages which it sustained by reason of a
breach of its contract by Manila Gas up to September, 1923, can now in this action recover
damages it may have sustained after September, 1923, arising from, and growing out of, a
breach of the same contract, upon and for which it recovered its judgment in the former action.

In the former action in which the judgment was rendered, it is alleged in the compliant . . .

          In that action plaintiff prays for judgment against Manila Gas:

"(a) That upon trial of this this cause judgment be rendered in favor of Blossom
and against Manila Gas for the sum of P124,8484.70), with legal interest thereon
from November 23, 1923;
 "(b) That the court specifically order Manila Gas to resume the delivery of the
coal and water gas tar to Blossom under the terms of the said contract Exhibit A
of this complaint."

          In the final analysis, plaintiff must stand or fall on its own pleadings, and tested by that
rule it must be admitted that Blossom's original cause of action, in which it recovered judgment
for damages, was founded on the ten-year contract, and that the damages which it then
recovered were recovered for a breach of that contract.

          Both actions are founded on one and the same contract. . . . That is to say, the contract
provided for the delivery to Blossom from month to month of the specified amounts of the
different tars as ordered and requested by Blossom. In other words, under plaintiff's own theory,
Manila Gas was to make deliveries from month to month of the tars during the period of ten
years, and it is alleged in both complaints that Manila Gas broke its contract, and in bad faith
refused to make any more deliveries.

                   As a general rule a contract to do several things at several times in its nature, so as

          It will thus be seen that, where there is a complete and total breach of a continuous
contract for a term of years, the recovery of a judgment for damages by reason of the breach is
a bar to another action on the same contract for and on account of the continuous breach.

         The complaint on the former case specifically alleges that Manila Gas "has refused and
still refuses, to deliver to Blossom any coal and water gas tar whatsoever under the said
contract Exhibit A, since the said month of July, 1920." " That owing to the bad faith of the said
Manila Gas Corporation, defendant herein, in not living up to its said contract. That is a specific
allegation not only a breach of the contract since the month of July, 1920, but of the faith of
Manila Gas in its continuous refusal to make deliveries of any coal and water gas tar.

          Having recovered damages against it, covering a period of four years, upon the theory
that Manila Gas broke the contract, and in bad faith refused to make deliveries of either of the
tars, how can Blossom now claim and assert that the contract is still in force and effect? In the
instant case Blossom alleges and relies upon the ten year contract on January 11, 1920, which
in bad faith was broken by Manila Gas. If the contract was then broken, how can it be enforced
in this action?