Ulpiano Casal, Inc. v. Totty Manufacturing Corp.

90 P.R. 719
CourtSupreme Court of Puerto Rico
DecidedJune 26, 1964
DocketNo. R-63-269
StatusPublished

This text of 90 P.R. 719 (Ulpiano Casal, Inc. v. Totty Manufacturing Corp.) is published on Counsel Stack Legal Research, covering Supreme Court of Puerto Rico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ulpiano Casal, Inc. v. Totty Manufacturing Corp., 90 P.R. 719 (prsupreme 1964).

Opinion

Mr. Justice Ramírez Bages

delivered the opinion of the Court.

According to the stipulation concerning the facts of the case agreed by plaintiff and codefendant-insurers, Félix A. León, Inc. (designated hereinafter as León), of which the U.S. Casualty Co., New Amsterdam Casualty Co., and Continental Casualty Co. are sureties, was the principal contractor of the public work “Candelaria Housing Development Project” in Mayagiiez. Defendant Totty Manufacturing Corp. (designated hereinafter as Totty), was subcontractor of León in relation to the manufacturing and supply of some railings for said work. Appellant Maryland Casualty Co. issued to Totty, in favor of León, a performance bond which, insofar as pertinent to this case, reads:

“Whereas, the Principal has entered into a certain written agreement, dated the 8th day of December, A.D. 1958 with the Owner (or Obligee) for the fabrication of 308 railings (balconies) for Project 4-9 — Municipal Housing Authority at Maya-giiez, Puerto Rico (Candelaria Housing Project) in accordance with contract and specifications which agreement is or may be attached hereto for reference.
“Now, Therefore, the condition of this obligation is such, that if the Principal shall well and truly perform and carry out the covenants, terms and conditions of said agreement, then this obligation to be void; otherwise to remain in full force and effect.” (Italics ours.)

Appellee Ulpiano Casal, Inc. (referred to hereinafter as Casal), supplied materials on credit to Totty, which the latter utilized in the construction of said railings, remaining in debt with Casal on that account for the amount of $9,667.39 notwithstanding the fact that Totty had received [721]*721from León the total amount stipulated by them in the aforementioned agreement or subcontract. On failing to collect from Totty, Casal requested León to pay him said balance of $9,667.39 and upon failing to recover said payment it filed action for recovery of said sum against the defendants herein, which action is grounded on the provisions of Act No. 388 of May 9, 1951 (22 L.P.R.A. §§ 47-58).1

[722]*722The agreement or subcontract referred to in said performance bond provides:

“The contractor [León] and the subcontractor [Totty] agree to be bound by the terms of the General Conditions, drawings and Specifications, as far as applicable to this Subcontract, and also by the following provisions:

The Subcontractor Agrees:

To be bound to the Contractor by the terms of the General Conditions, drawings and Specifications, and to assume toward him all the obligations and responsibilities that he, by those documents, assumes toward the owner.” (Italics ours.)

Paragraph (a) of stipulation No. 3 of said General Conditions of the construction contract for the project in question, signed by León and the Municipal Housing Authority of Mayagfiez, provides that “(a) Execpt as otherwise specifically stated in the contract [that is, in the construction contract of which this provision is a part] the Contractor shall provide and pay for all materials, labor, tools, equipment ... of every nature whatsoever necessary to execute the work to be done under the Contract. . . .” Paragraph (d) of stipulation No. 4 provides in part that: “The Contractor shall include in all subcontracts related to the work the appropriate provisions to bind the Subcontractors to the Contractor by the terms of the General Conditions, specifications and other documents comprised in the Contract, as far as applicable to the work of the subcontractors. . . .” (Italics ours.)

[723]*723The trial court rendered summary judgment in favor of Casal, ordering appellant Maryland Casualty Co. to pay said amount of $9,667.39, deciding in effect, that under the circumstances previously recited, the bond in question covered and was extensive to Totty’s obligation to pay Casal the unpaid balance of the account for the materials in question. Said court also decided that among the different sureties liable for the payment, appellant is liable in the first place.

Feeling aggrieved, appellant requested the review of the judgment. It adduces two grounds: (1) that the bond in question only guarantees the performance of the work and not the payment of materials which Casal claims, and (2) that the judgment is void because it is based on the extension of the bond beyond its own terms. Appellant argues that the bond evidently covers only the physical performance of the subcontract, that is, the termination of the railings in the physical sense; that the doctrine of Cristy & Sánchez v. Commonwealth, 84 P.R.R. 226 (1961), is not applicable because it dealt with a statutory performance and payment bond in relation to a public work and the case at bar only deals with a private performance bond so that the doctrine applicable is that of the cases of Batlle v. Pereyó, 67 P.R.R. 621 (1947); Morales v. Chabert, 43 P.R.R. 114 (1932): Subsequent to the decision of the Cristy case, supra, we extended its doctrine to cases of private works in A. L. Arsuaga, Inc. v. La Hood Constructors, Inc., ante, p. 101, where we said that a bond posted by a contractor on behalf of the owner of a private work and in which the payment to the materialmen is stipulated as a condition previous to the liberation of the surety from liability, covers and is liable for the claims of materialmen who have not been paid the amount for the materials supplied for and used in the construction. We expressly reversed Batlle, supra, and Morales, supra, “insofar as they are contrary” to the holding in Arsuaga, supra.

[724]*724It is true that we are dealing with a performance bond. But, performance of what? As we already said, appellant argues that this kind of bond only covers the physical performance of the work and not the payment for materials and labor. Generally, the practice is to require both kinds of bonds in the construction of works like the one in this case. The scope of the bond is not exclusively determined on the basis of the label given to the obligation. We said in Caballero v. Kogan, 73 P.R.R. 617, 624 (1952), that “a mistaken label or isolated terminology scattered throughout a contract is not decisive. As in the case of a statute the various terms of a contract are read together and harmonized to determine the true intent of the parties.” Section 1237, Civil Code (31 L.P.R.A. § 3475). When a controversy arises as to the meaning or scope of the terms of a contract, it should be construed more strictly against the party preparing it. Torres v. Porto Rico Racing Corp., 40 P.R.R. 423, 425 (1930). Section 1240 of the Civil Code (31 L.P.R.A. § 3478). The bond in this case follows a uniform pattern established by the insurance companies so that it may be presumed that the one in the case at bar was prepared by appellant. Section 1726 of the Civil Code (31 L.P.R.A. § 4876) provides that security is not presumed, it must be express and cannot be extended further than that specified therein. Stella, now his Heirs v. Municipality, 76 P.R.R. 733 (1954); Pratts v. District Court, 66 P.R.R. 2 (1946); Heirs of Belaval v. Acosta, 64 P.R.R. 104 (1944).

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90 P.R. 719, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ulpiano-casal-inc-v-totty-manufacturing-corp-prsupreme-1964.