If the words appear to be contrary to the evident intention of the parties, the latter
shall prevail over the former.
As the second paragraph of above-quoted Article 1370 states, however, if the words
appear to be contrary to the evident intention of the parties, the latter shall prevail over
the former.
Given the circumstances which led to its execution of the Affidavit of Undertaking,
SEASCORP appeals to a departure from the literal wordings of said affidavit and
invokes the application of the doctrine of complementary contracts construed together, it
citing Article 1374 of the Civil Code which provides:
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,
and Velasco v. CA, 309 SCRA 539 (1999) wherein this Court held that that doctrine
finds support in the principle that the surety contract is merely an accessory contract
and must be interpreted with its principal.
That the Affidavit of Undertaking was executed by SEASCORPs President in
connection with its application as manning agent of NAVELES as stipulated in
the MANNING AGENCY AGREEMENT and SPECIAL POWER OF ATTORNEY calls
for an analogous application of thecomplementary contract construed together doctrine.
Indeed, where it is necessary to determine the correct interpretation of a document
for the purpose of making the intention of the parties to prevail, the Rules of Court
instructs that the circumstances under which it was made may be shown. Thus Rule
130 provides:
Sec. 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.(Underscoring supplied)
Applying this Rule, since the Affidavit of Understanding stated that SEASCORP had
been appointed as the manning agent of NAVALES to recruit Filipino seamen for its
ships, reference to the MANNING AGENCY AGREEMENT between the two is in order.
The MANNING AGENCY AGREEMENT clearly states that NAVALES, acting for
and in behalf of ARAWA BAY SHIPPING, appointed SEASCORP as its recruitment
agent for the hiring of Filipino seamen.
The same MANNING AGENCY AGREEMENT states that it shall incorporate
the SPECIAL POWER OF ATTORNEY executed by NAVALES for the purpose in favor
of SEASCORP. Reference then to the Special Power of Attorney is likewise in order.