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The name Arawa Bay in the crewing agreement would not be given much weight
because of what appears to be a catch. In the crewing agreement, their liability is
limited while in the affidavit of undertaking it covers all the vessels. The presence
of this conflicting, inconsistent and ambiguous construction in the document would
therefore lead to an interpretation against the party who caused the same. In the
case at bar, it is the defendant.
As reflected earlier, on appeal to the Court of Appeals, the decision of the trial court
was affirmed, in this wise:
Defendant-appellant SEASCORP faults the trial court for its conclusion that the
affidavit of undertaking is clear, plain and explicit ad the same covers all the vessels
of NAVALES It is argued that if the whole context of the affidavit as well as the
circumstances surrounding its execution is considered, the affidavit would cover only
the vessel Arawa Bay.
According to defendant-appellant, the statement in the affidavit that full and complete
responsibility over all seamen/workers originally recruited and deployed by Seagull
for Navales, is qualified by paragraph 2 of the affidavit which reads:
That Seascorp has been appointed as the manning agent of Navales and
Shipmanagement and Marine Consulting (PTE) Ltd. (NAVALES) of Maxwell House
20Maxwell Road, Singapore to recruit Filipino crews for its ship.
The appointment referred to in par. 2 is allegedly embodied in the Special Power of
Attorney and in the Manning Agency Agreement. Its appointment as manning agent is
only for and in behalf of Arawa Bay Shipping.
We are not convinced. The time-honored rule is that when the terms are so clear and
explicit that they do not justify an attempt to read into it any alleged intention of the
party, the terms are to be understood literally just as they appear on the face of the
document sought to be interpreted.
We cannot consider the special power of attorney and the crewing agreement in
determining the extent of defendant-appellants liability because the language of the
affidavit is so clear and simple that it leaves no room for interpretation. Besides, the
special power of attorney and the crewing agreement are entirely distinct
documents. The purpose of these documents is to govern the relationship between the
NAVALES, as principal, and its manning agent, defendant-appellant.(Underscoring
supplied)