G.R. No.

151890
June 20, 2006
PRUDENTIAL
GUARANTEE
and
ASSURANCE
INC., petitioner,
vs.
TRANS-ASIA SHIPPING LINES, INC., Respondent.
x- - - - - - - - - - - - - - - - - - - - - - - - - x
G.R. No. 151991
June 20, 2006
TRANS-ASIA
SHIPPING
LINES,
INC., petitioner,
vs.
PRUDENTIAL GUARANTEE and ASSURANCE INC., Respondent.
DECISION
CHICO-NAZARIO, J:
This is a consolidation of two separate Petitions for Review on Certiorari filed by petitioner
Prudential Guarantee and Assurance, Inc. (PRUDENTIAL) in G.R. No. 151890 and Trans-Asia
Shipping Lines, Inc. (TRANS-ASIA) in G.R. No. 151991, assailing the Decision 1 dated 6 November
2001 of the Court of Appeals in CA G.R. CV No. 68278, which reversed the Judgment 2 dated 6
June 2000 of the Regional Trial Court (RTC), Branch 13, Cebu City in Civil Case No. CEB-20709.
The 29 January 2002 Resolution 3 of the Court of Appeals, denying PRUDENTIALs Motion for
Reconsideration and TRANS-ASIAs Partial Motion for Reconsideration of the 6 November 2001
Decision, is likewise sought to be annulled and set aside.
The Facts
The material antecedents as found by the court a quo and adopted by the appellate court are as
follows:
Plaintiff [TRANS-ASIA] is the owner of the vessel M/V Asia Korea. In consideration of payment of
premiums, defendant [PRUDENTIAL] insured M/V Asia Korea for loss/damage of the hull and
machinery arising from perils, inter alia, of fire and explosion for the sum of P40 Million,
beginning [from] the period [of] July 1, 1993 up to July 1, 1994. This is evidenced by Marine
Policy No. MH93/1363 (Exhibits "A" to "A-11"). On October 25, 1993, while the policy was in
force, a fire broke out while [M/V Asia Korea was] undergoing repairs at the port of Cebu. On
October 26, 1993 plaintiff [TRANS-ASIA] filed its notice of claim for damage sustained by the
vessel. This is evidenced by a letter/formal claim of even date (Exhibit "B"). Plaintiff [TRANSASIA] reserved its right to subsequently notify defendant [PRUDENTIAL] as to the full amount of
the claim upon final survey and determination by average adjuster Richard Hogg International
(Phil.) of the damage sustained by reason of fire. An adjusters report on the fire in question was
submitted by Richard Hogg International together with the U-Marine Surveyor Report (Exhibits
"4" to "4-115").
On May 29, 1995[,] plaintiff [TRANS-ASIA] executed a document denominated "Loan and Trust
receipt", a portion of which read (sic):
"Received from Prudential Guarantee and Assurance, Inc., the sum of PESOS THREE MILLION
ONLY (P3,000,000.00) as a loan without interest under Policy No. MH 93/1353 [sic], repayable
only in the event and to the extent that any net recovery is made by Trans-Asia Shipping
Corporation, from any person or persons, corporation or corporations, or other parties, on
account of loss by any casualty for which they may be liable occasioned by the 25 October 1993:
Fire on Board." (Exhibit "4")
In a letter dated 21 April 1997 defendant [PRUDENTIAL] denied plaintiffs claim (Exhibit "5"). The
letter reads:
"After a careful review and evaluation of your claim arising from the above-captioned incident, it
has been ascertained that you are in breach of policy conditions, among them "WARRANTED
VESSEL CLASSED AND CLASS MAINTAINED". Accordingly, we regret to advise that your claim is
not compensable and hereby DENIED."
This was followed by defendants letter dated 21 July 1997 requesting the return or payment of
the P3,000,000.00 within a period of ten (10) days from receipt of the letter (Exhibit "6"). 4
Following this development, on 13 August 1997, TRANS-ASIA filed a Complaint 5 for Sum of Money
against PRUDENTIAL with the RTC of Cebu City, docketed as Civil Case No. CEB-20709, wherein
TRANS-ASIA sought the amount of P8,395,072.26 from PRUDENTIAL, alleging that the same
represents the balance of the indemnity due upon the insurance policy in the total amount of

P11,395,072.26. TRANS-ASIA similarly sought interest at 42% per annum citing Section 243 6 of
Presidential Decreee No. 1460, otherwise known as the "Insurance Code," as amended.
In its Answer,7 PRUDENTIAL denied the material allegations of the Complaint and interposed the
defense that TRANS-ASIA breached insurance policy conditions, in particular: "WARRANTED
VESSEL CLASSED AND CLASS MAINTAINED." PRUDENTIAL further alleged that it acted as facts
and law require and incurred no liability to TRANS-ASIA; that TRANS-ASIA has no cause of action;
and, that its claim has been effectively waived and/or abandoned, or it is estopped from pursuing
the same. By way of a counterclaim, PRUDENTIAL sought a refund of P3,000,000.00, which it
allegedly advanced to TRANS-ASIA by way of a loan without interest and without prejudice to the
final evaluation of the claim, including the amounts of P500,000.00, for survey fees and
P200,000.00, representing attorneys fees.
The Ruling of the Trial Court
On 6 June 2000, the court a quo rendered Judgment 8 finding for (therein defendant) PRUDENTIAL.
It ruled that a determination of the parties liabilities hinged on whether TRANS-ASIA violated and
breached the policy conditions on WARRANTED VESSEL CLASSED AND CLASS MAINTAINED. It
interpreted the provision to mean that TRANS-ASIA is required to maintain the vessel at a certain
class at all times pertinent during the life of the policy. According to the court a quo, TRANS-ASIA
failed to prove compliance of the terms of the warranty, the violation thereof entitled
PRUDENTIAL, the insured party, to rescind the contract. 9
Further, citing Section 10710 of the Insurance Code, the court a quo ratiocinated that the
concealment made by TRANS-ASIA that the vessel was not adequately maintained to preserve its
class was a material concealment sufficient to avoid the policy and, thus, entitled the injured
party to rescind the contract. The court a quo found merit in PRUDENTIALs contention that there
was nothing in the adjustment of the particular average submitted by the adjuster that would
show that TRANS-ASIA was not in breach of the policy. Ruling on the denominated loan and trust
receipt, the court a quo said that in substance and in form, the same is a receipt for a loan. It
held that if TRANS-ASIA intended to receive the amount of P3,000,000.00 as advance payment, it
should have so clearly stated as such.
The court a quo did not award PRUDENTIALs claim for P500,000.00, representing expert survey
fees on the ground of lack of sufficient basis in support thereof. Neither did it award attorneys
fees on the rationalization that the instant case does not fall under the exceptions stated in
Article 220811 of the Civil Code. However, the court a quo granted PRUDENTIALs counterclaim
stating that there is factual and legal basis for TRANS-ASIA to return the amount of
P3,000,000.00 by way of loan without interest.
The decretal portion of the Judgment of the RTC reads:
WHEREFORE, judgment is hereby rendered DISMISSING the complaint for its failure to prove a
cause of action.
On defendants counterclaim, plaintiff is directed to return the sum of P3,000,000.00
representing the loan extended to it by the defendant, within a period of ten (10) days from and
after this judgment shall have become final and executory. 12
The Ruling of the Court of Appeals
On appeal by TRANS-ASIA, the Court of Appeals, in its assailed Decision of 6 November 2001,
reversed the 6 June 2000 Judgment of the RTC.
On the issue of TRANS-ASIAs alleged breach of warranty of the policy condition CLASSED AND
CLASS MAINTAINED, the Court of Appeals ruled that PRUDENTIAL, as the party asserting the noncompensability of the loss had the burden of proof to show that TRANS-ASIA breached the
warranty, which burden it failed to discharge. PRUDENTIAL cannot rely on the lack of certification
to the effect that TRANS-ASIA was CLASSED AND CLASS MAINTAINED as its sole basis for
reaching the conclusion that the warranty was breached. The Court of Appeals opined that the
lack of a certification does not necessarily mean that the warranty was breached by TRANS-ASIA.
Instead, the Court of Appeals considered PRUDENTIALs admission that at the time the insurance
contract was entered into between the parties, the vessel was properly classed by Bureau
Veritas, a classification society recognized by the industry. The Court of Appeals similarly gave

weight to the fact that it was the responsibility of Richards Hogg International (Phils.) Inc., the
average adjuster hired by PRUDENTIAL, to secure a copy of such certification to support its
conclusion that mere absence of a certification does not warrant denial of TRANS-ASIAs claim
under the insurance policy.
In the same token, the Court of Appeals found the subject warranty allegedly breached by
TRANS-ASIA to be a rider which, while contained in the policy, was inserted by PRUDENTIAL
without the intervention of TRANS-ASIA. As such, it partakes of a nature of a contract dadhesion
which should be construed against PRUDENTIAL, the party which drafted the contract. Likewise,
according to the Court of Appeals, PRUDENTIALs renewal of the insurance policy from noon of 1
July 1994 to noon of 1 July 1995, and then again, until noon of 1 July 1996 must be deemed a
waiver by PRUDENTIAL of any breach of warranty committed by TRANS-ASIA.
Further, the Court of Appeals, contrary to the ruling of the court a quo, interpreted the
transaction between PRUDENTIAL and TRANS-ASIA as one of subrogation, instead of a loan. The
Court of Appeals concluded that TRANS-ASIA has no obligation to pay back the amount of
P3,000.000.00 to PRUDENTIAL based on its finding that the aforesaid amount was PRUDENTIALs
partial payment to TRANS-ASIAs claim under the policy. Finally, the Court of Appeals denied
TRANS-ASIAs prayer for attorneys fees, but held TRANS-ASIA entitled to double interest on the
policy for the duration of the delay of payment of the unpaid balance, citing Section 244 13 of the
Insurance Code.
Finding for therein appellant TRANS-ASIA, the Court of Appeals ruled in this wise:
WHEREFORE, the foregoing consideration, We find for Appellant. The instant appeal is ALLOWED
and the Judgment appealed from REVERSED. The P3,000,000.00 initially paid by appellee
Prudential Guarantee Assurance Incorporated to appellant Trans-Asia and covered by a "Loan
and Trust Receipt" dated 29 May 1995 is HELD to be in partial settlement of the loss suffered by
appellant and covered by Marine Policy No. MH93/1363 issued by appellee. Further, appellee is
hereby ORDERED to pay appellant the additional amount of P8,395,072.26 representing the
balance of the loss suffered by the latter as recommended by the average adjuster Richard Hogg
International (Philippines) in its Report, with double interest starting from the time Richard
Hoggs Survey Report was completed, or on 13 August 1996, until the same is fully paid.
All other claims and counterclaims are hereby DISMISSED.
All costs against appellee.14
Not satisfied with the judgment, PRUDENTIAL and TRANS-ASIA filed a Motion for Reconsideration
and Partial Motion for Reconsideration thereon, respectively, which motions were denied by the
Court of Appeals in the Resolution dated 29 January 2002.
The Issues
Aggrieved, PRUDENTIAL filed before this Court a Petition for Review, docketed as G.R. No.
151890, relying on the following grounds, viz:
I.
THE AWARD IS GROSSLY UNCONSCIONABLE.
II.
THE COURT OF APPEALS ERRED IN HOLDING THAT THERE WAS NO VIOLATION BY TRANS-ASIA OF
A MATERIAL WARRANTY, NAMELY, WARRANTY CLAUSE NO. 5, OF THE INSURANCE POLICY.
III.
THE COURT OF APPEALS ERRED IN HOLDING THAT PRUDENTIAL, AS INSURER HAD THE BURDEN
OF PROVING THAT THE ASSURED, TRANS-ASIA, VIOLATED A MATERIAL WARRANTY.
IV.
THE COURT OF APPEALS ERRED IN HOLDING THAT THE WARRANTY CLAUSE EMBODIED IN THE
INSURANCE POLICY CONTRACT WAS A MERE RIDER.
V.
THE COURT OF APPEALS ERRED IN HOLDING THAT THE ALLEGED RENEWALS OF THE POLICY
CONSTITUTED A WAIVER ON THE PART OF PRUDENTIAL OF THE BREACH OF THE WARRANTY BY
TRANS-ASIA.
VI.

THE COURT OF APPEALS ERRED IN HOLDING THAT THE "LOAN AND TRUST RECEIPT" EXECUTED
BY TRANS-ASIA IS AN ADVANCE ON THE POLICY, THUS CONSTITUTING PARTIAL PAYMENT
THEREOF.
VII.
THE COURT OF APPEALS ERRED IN HOLDING THAT THE ACCEPTANCE BY PRUDENTIAL OF THE
FINDINGS OF RICHARDS HOGG IS INDICATIVE OF A WAIVER ON THE PART OF PRUDENTIAL OF ANY
VIOLATION BY TRANS-ASIA OF THE WARRANTY.
VIII.
THE COURT OF APPEALS ERRRED (sic) IN REVERSING THE TRIAL COURT, IN FINDING THAT
PRUDENTIAL "UNJUSTIFIABLY REFUSED" TO PAY THE CLAIM AND IN ORDERING PRUDENTIAL TO
PAY TRANS-ASIA P8,395,072.26 PLUS DOUBLE INTEREST FROM 13 AUGUST 1996, UNTIL [THE]
SAME IS FULLY PAID.15
Similarly, TRANS-ASIA, disagreeing in the ruling of the Court of Appeals filed a Petition for Review
docketed as G.R. No. 151991, raising the following grounds for the allowance of the petition, to
wit:
I.
THE HONORABLE COURT OF APPEALS ERRED IN NOT AWARDING ATTORNEYS FEES TO
PETITIONER TRANS-ASIA ON THE GROUND THAT SUCH CAN ONLY BE AWARDED IN THE CASES
ENUMERATED IN ARTICLE 2208 OF THE CIVIL CODE, AND THERE BEING NO BAD FAITH ON THE
PART OF RESPONDENT PRUDENTIAL IN DENYING HEREIN PETITIONER TRANS-ASIAS INSURANCE
CLAIM.
II.
THE "DOUBLE INTEREST" REFERRED TO IN THE DECISION DATED 06 NOVEMBER 2001 SHOULD
BE CONSTRUED TO MEAN DOUBLE INTEREST BASED ON THE LEGAL INTEREST OF 12%, OR
INTEREST AT THE RATE OF 24% PER ANNUM.16
In our Resolution of 2 December 2002, we granted TRANS-ASIAs Motion for Consolidation 17 of
G.R. Nos. 151890 and 151991;18 hence, the instant consolidated petitions.
In sum, for our main resolution are: (1) the liability, if any, of PRUDENTIAL to TRANS-ASIA arising
from the subject insurance contract; (2) the liability, if any, of TRANS-ASIA to PRUDENTIAL arising
from the transaction between the parties as evidenced by a document denominated as "Loan
and Trust Receipt," dated 29 May 1995; and (3) the amount of interest to be imposed on the
liability, if any, of either or both parties.
Ruling of the Court
Prefatorily, it must be emphasized that in a petition for review, only questions of law, and not
questions of fact, may be raised.19 This rule may be disregarded only when the findings of fact of
the Court of Appeals are contrary to the findings and conclusions of the trial court, or are not
supported by the evidence on record. 20 In the case at bar, we find an incongruence between the
findings of fact of the Court of Appeals and the court a quo, thus, in our determination of the
issues, we are constrained to assess the evidence adduced by the parties to make appropriate
findings of facts as are necessary.
I.
A. PRUDENTIAL failed to establish that TRANS-ASIA violated and breached the policy condition on
WARRANTED VESSEL CLASSED AND CLASS MAINTAINED, as contained in the subject insurance
contract.
In resisting the claim of TRANS-ASIA, PRUDENTIAL posits that TRANS-ASIA violated an express
and material warranty in the subject insurance contract, i.e., Marine Insurance Policy No.
MH93/1363, specifically Warranty Clause No. 5 thereof, which stipulates that the insured vessel,
"M/V ASIA KOREA" is required to be CLASSED AND CLASS MAINTAINED. According to
PRUDENTIAL, on 25 October 1993, or at the time of the occurrence of the fire, "M/V ASIA KOREA"
was in violation of the warranty as it was not CLASSED AND CLASS MAINTAINED. PRUDENTIAL
submits that Warranty Clause No. 5 was a condition precedent to the recovery of TRANS-ASIA
under the policy, the violation of which entitled PRUDENTIAL to rescind the contract under Sec.
7421 of the Insurance Code.

The warranty condition CLASSED AND CLASS MAINTAINED was explained by PRUDENTIALs
Senior Manager of the Marine and Aviation Division, Lucio Fernandez. The pertinent portions of
his testimony on direct examination is reproduced hereunder, viz:
ATTY. LIM
Q Please tell the court, Mr. Witness, the result of the evaluation of this claim, what final action
was taken?
A It was eventually determined that there was a breach of the policy condition, and basically
there is a breach of policy warranty condition and on that basis the claim was denied.
Q To refer you (sic) the "policy warranty condition," I am showing to you a policy here marked as
Exhibits "1", "1-A" series, please point to the warranty in the policy which you said was breached
or violated by the plaintiff which constituted your basis for denying the claim as you testified.
A Warranted Vessel Classed and Class Maintained.
ATTY. LIM
Witness pointing, Your Honor, to that portion in Exhibit "1-A" which is the second page of the
policy below the printed words: "Clauses, Endorsements, Special Conditions and Warranties,"
below this are several typewritten clauses and the witness pointed out in particular the clause
reading: "Warranted Vessel Classed and Class Maintained."
COURT
Q Will you explain that particular phrase?
A Yes, a warranty is a condition that has to be complied with by the insured. When we say a class
warranty, it must be entered in the classification society.
COURT
Slowly.
WITNESS
(continued)
A A classification society is an organization which sets certain standards for a vessel to maintain
in order to maintain their membership in the classification society. So, if they failed to meet that
standard, they are considered not members of that class, and thus breaching the warranty, that
requires them to maintain membership or to maintain their class on that classification society.
And it is not sufficient that the member of this classification society at the time of a loss, their
membership must be continuous for the whole length of the policy such that during the
effectivity of the policy, their classification is suspended, and then thereafter, they get
reinstated, that again still a breach of the warranty that they maintained their class (sic). Our
maintaining team membership in the classification society thereby maintaining the standards of
the vessel (sic).
ATTY. LIM
Q Can you mention some classification societies that you know?
A Well we have the Bureau Veritas, American Bureau of Shipping, D&V Local Classification
Society, The Philippine Registration of Ships Society, China Classification, NKK and Company
Classification Society, and many others, we have among others, there are over 20 worldwide. 22
At the outset, it must be emphasized that the party which alleges a fact as a matter of defense
has the burden of proving it. PRUDENTIAL, as the party which asserted the claim that TRANSASIA breached the warranty in the policy, has the burden of evidence to establish the same.
Hence, on the part of PRUDENTIAL lies the initiative to show proof in support of its defense;
otherwise, failing to establish the same, it remains self-serving. Clearly, if no evidence on the
alleged breach of TRANS-ASIA of the subject warranty is shown, a fortiori, TRANS-ASIA would be
successful in claiming on the policy. It follows that PRUDENTIAL bears the burden of evidence to
establish the fact of breach.
In our rule on evidence, TRANS-ASIA, as the plaintiff below, necessarily has the burden of proof
to show proof of loss, and the coverage thereof, in the subject insurance policy. However, in the
course of trial in a civil case, once plaintiff makes out a prima facie case in his favor, the duty or
the burden of evidence shifts to defendant to controvert plaintiffs prima facie case, otherwise, a
verdict must be returned in favor of plaintiff. 23 TRANS-ASIA was able to establish proof of loss and
the coverage of the loss, i.e., 25 October 1993: Fire on Board. Thereafter, the burden of evidence
shifted to PRUDENTIAL to counter TRANS-ASIAs case, and to prove its special and affirmative
defense that TRANS-ASIA was in violation of the particular condition on CLASSED AND CLASS
MAINTAINED.

We sustain the findings of the Court of Appeals that PRUDENTIAL was not successful in
discharging the burden of evidence that TRANS-ASIA breached the subject policy condition on
CLASSED AND CLASS MAINTAINED.
Foremost, PRUDENTIAL, through the Senior Manager of its Marine and Aviation Division, Lucio
Fernandez, made a categorical admission that at the time of the procurement of the insurance
contract in July 1993, TRANS-ASIAs vessel, "M/V Asia Korea" was properly classed by Bureau
Veritas, thus:
Q Kindly examine the records particularly the policy, please tell us if you know whether M/V Asia
Korea was classed at the time (sic) policy was procured perthe (sic) insurance was procured that
Exhibit "1" on 1st July 1993 (sic).
WITNESS
A I recall that they were classed.
ATTY. LIM
Q With what classification society?
A I believe with Bureau Veritas.24
As found by the Court of Appeals and as supported by the records, Bureau Veritas is a
classification society recognized in the marine industry. As it is undisputed that TRANS-ASIA was
properly classed at the time the contract of insurance was entered into, thus, it becomes
incumbent upon PRUDENTIAL to show evidence that the status of TRANS-ASIA as being properly
CLASSED by Bureau Veritas had shifted in violation of the warranty. Unfortunately, PRUDENTIAL
failed to support the allegation.
We are in accord with the ruling of the Court of Appeals that the lack of a certification in
PRUDENTIALs records to the effect that TRANS-ASIAs "M/V Asia Korea" was CLASSED AND
CLASS MAINTAINED at the time of the occurrence of the fire cannot be tantamount to the
conclusion that TRANS-ASIA in fact breached the warranty contained in the policy. With more
reason must we sustain the findings of the Court of Appeals on the ground that as admitted by
PRUDENTIAL, it was likewise the responsibility of the average adjuster, Richards Hogg
International (Phils.), Inc., to secure a copy of such certification, and the alleged breach of
TRANS-ASIA cannot be gleaned from the average adjusters survey report, or adjustment of
particular average per "M/V Asia Korea" of the 25 October 1993 fire on board.
We are not unmindful of the clear language of Sec. 74 of the Insurance Code which provides that,
"the violation of a material warranty, or other material provision of a policy on the part of either
party thereto, entitles the other to rescind." It is generally accepted that "[a] warranty is a
statement or promise set forth in the policy, or by reference incorporated therein, the untruth or
non-fulfillment of which in any respect, and without reference to whether the insurer was in fact
prejudiced by such untruth or non-fulfillment, renders the policy voidable by the
insurer."25 However, it is similarly indubitable that for the breach of a warranty to avoid a policy,
the same must be duly shown by the party alleging the same. We cannot sustain an allegation
that is unfounded. Consequently, PRUDENTIAL, not having shown that TRANS-ASIA breached the
warranty condition, CLASSED AND CLASS MAINTAINED, it remains that TRANS-ASIA must be
allowed to recover its rightful claims on the policy.
B. Assuming arguendo that TRANS-ASIA violated the policy condition on WARRANTED VESSEL
CLASSED AND CLASS MAINTAINED, PRUDENTIAL made a valid waiver of the same.
The Court of Appeals, in reversing the Judgment of the RTC which held that TRANS-ASIA breached
the warranty provision on CLASSED AND CLASS MAINTAINED, underscored that PRUDENTIAL can
be deemed to have made a valid waiver of TRANS-ASIAs breach of warranty as alleged,
ratiocinating, thus:
Third, after the loss, Prudential renewed the insurance policy of Trans-Asia for two (2)
consecutive years, from noon of 01 July 1994 to noon of 01 July 1995, and then again until noon
of 01 July 1996. This renewal is deemed a waiver of any breach of warranty. 26
PRUDENTIAL finds fault with the ruling of the appellate court when it ruled that the renewal
policies are deemed a waiver of TRANS-ASIAs alleged breach, averring herein that the
subsequent policies, designated as MH94/1595 and MH95/1788 show that they were issued only
on 1 July 1994 and 3 July 1995, respectively, prior to the time it made a request to TRANS-ASIA
that it be furnished a copy of the certification specifying that the insured vessel "M/V Asia Korea"
was CLASSED AND CLASS MAINTAINED. PRUDENTIAL posits that it came to know of the breach
by TRANS-ASIA of the subject warranty clause only on 21 April 1997. On even date, PRUDENTIAL
sent TRANS-ASIA a letter of denial, advising the latter that their claim is not compensable. In

fine, PRUDENTIAL would have this Court believe that the issuance of the renewal policies cannot
be a waiver because they were issued without knowledge of the alleged breach of warranty
committed by TRANS-ASIA.27
We are not impressed. We do not find that the Court of Appeals was in error when it held that
PRUDENTIAL, in renewing TRANS-ASIAs insurance policy for two consecutive years after the loss
covered by Policy No. MH93/1363, was considered to have waived TRANS-ASIAs breach of the
subject warranty, if any. Breach of a warranty or of a condition renders the contract defeasible at
the option of the insurer; but if he so elects, he may waive his privilege and power to rescind by
the mere expression of an intention so to do. In that event his liability under the policy continues
as before.28 There can be no clearer intention of the waiver of the alleged breach than the
renewal of the policy insurance granted by PRUDENTIAL to TRANS-ASIA in MH94/1595 and
MH95/1788, issued in the years 1994 and 1995, respectively.
To our mind, the argument is made even more credulous by PRUDENTIALs lack of proof to
support its allegation that the renewals of the policies were taken only after a request was made
to TRANS-ASIA to furnish them a copy of the certificate attesting that "M/V Asia Korea" was
CLASSED AND CLASS MAINTAINED. Notwithstanding PRUDENTIALs claim that no certification
was issued to that effect, it renewed the policy, thereby, evidencing an intention to waive
TRANS-ASIAs alleged breach. Clearly, by granting the renewal policies twice and successively
after the loss, the intent was to benefit the insured, TRANS-ASIA, as well as to waive compliance
of the warranty.
The foregoing finding renders a determination of whether the subject warranty is a rider, moot,
as raised by the PRUDENTIAL in its assignment of errors. Whether it is a rider will not effectively
alter the result for the reasons that: (1) PRUDENTIAL was not able to discharge the burden of
evidence to show that TRANS-ASIA committed a breach, thereof; and (2) assuming arguendo the
commission of a breach by TRANS-ASIA, the same was shown to have been waived by
PRUDENTIAL.
II.
A. The amount of P3,000,000.00 granted by PRUDENTIAL to TRANS- ASIA via a transaction
between the parties evidenced by a document denominated as "Loan and Trust Receipt," dated
29 May 1995 constituted partial payment on the policy.
It is undisputed that TRANS-ASIA received from PRUDENTIAL the amount of P3,000,000.00. The
same was evidenced by a transaction receipt denominated as a "Loan and Trust Receipt," dated
29 May 1995, reproduced hereunder:
LOAN AND TRUST RECEIPT
Claim
File
No.
MH-93-025
May
29,
1995
P3,000,000.00
Check No. PCIB066755
Received FROM PRUDENTIAL GUARANTEE AND ASSURANCE INC., the sum of PESOS THREE
MILLION ONLY (P3,000,000.00) as a loan without interest, under Policy No. MH93/1353, repayable
only in the event and to the extent that any net recovery is made by TRANS ASIA SHIPPING
CORP., from any person or persons, corporation or corporations, or other parties, on account of
loss by any casualty for which they may be liable, occasioned by the 25 October 1993: Fire on
Board.
As security for such repayment, we hereby pledge to PRUDENTIAL GUARANTEE AND ASSURANCE
INC. whatever recovery we may make and deliver to it all documents necessary to prove our
interest in said property. We also hereby agree to promptly prosecute suit against such persons,
corporation or corporations through whose negligence the aforesaid loss was caused or who may
otherwise be responsible therefore, with all due diligence, in our own name, but at the expense
of and under the exclusive direction and control of PRUDENTIAL GUARANTEE AND ASSURANCE
INC.
TRANS-ASIA SHIPPING CORPORATION29PRUDENTIAL largely contends that the "Loan and Trust
Receipt" executed by the parties evidenced a loan of P3,000,000.00 which it granted to TRANSASIA, and not an advance payment on the policy or a partial payment for the loss. It further

submits that it is a customary practice for insurance companies in this country to extend loans
gratuitously as part of good business dealing with their assured, in order to afford their assured
the chance to continue business without embarrassment while awaiting outcome of the
settlement of their claims.30According to PRUDENTIAL, the "Trust and Loan Agreement" did not
subrogate to it whatever rights and/or actions TRANS-ASIA may have against third persons, and
it cannot by no means be taken that by virtue thereof, PRUDENTIAL was granted irrevocable
power of attorney by TRANS-ASIA, as the sole power to prosecute lies solely with the latter.
The Court of Appeals held that the real character of the transaction between the parties as
evidenced by the "Loan and Trust Receipt" is that of an advance payment by PRUDENTIAL of
TRANS-ASIAs claim on the insurance, thus:
The Philippine Insurance Code (PD 1460 as amended) was derived from the old Insurance Law
Act No. 2427 of the Philippine Legislature during the American Regime. The Insurance Act was
lifted verbatim from the law of California, except Chapter V thereof, which was taken largely from
the insurance law of New York. Therefore, ruling case law in that jurisdiction is to Us persuasive
in interpreting provisions of our own Insurance Code. In addition, the application of the adopted
statute should correspond in fundamental points with the application in its country of origin x x
x.
xxxx
Likewise, it is settled in that jurisdiction that the (sic) notwithstanding recitals in the Loan Receipt
that the money was intended as a loan does not detract from its real character as payment of
claim, thus:
"The receipt of money by the insured employers from a surety company for losses on account of
forgery of drafts by an employee where no provision or repayment of the money was made
except upon condition that it be recovered from other parties and neither interest nor security
for the asserted debts was provided for, the money constituted the payment of a liability and not
a mere loan, notwithstanding recitals in the written receipt that the money was intended as a
mere loan."
What is clear from the wordings of the so-called "Loan and Trust Receipt Agreement" is that
appellant is obligated to hand over to appellee "whatever recovery (Trans Asia) may make and
deliver to (Prudential) all documents necessary to prove its interest in the said property." For all
intents and purposes therefore, the money receipted is payment under the policy, with
Prudential having the right of subrogation to whatever net recovery Trans-Asia may obtain from
third parties resulting from the fire. In the law on insurance, subrogation is an equitable
assignment to the insurer of all remedies which the insured may have against third person
whose negligence or wrongful act caused the loss covered by the insurance policy, which is
created as the legal effect of payment by the insurer as an assignee in equity. The loss in the
first instance is that of the insured but after reimbursement or compensation, it becomes the
loss of the insurer. It has been referred to as the doctrine of substitution and rests on the
principle that substantial justice should be attained regardless of form, that is, its basis is the
doing of complete, essential, and perfect justice between all the parties without regard to form. 31
We agree. Notwithstanding its designation, the tenor of the "Loan and Trust Receipt" evidences
that the real nature of the transaction between the parties was that the amount of
P3,000,000.00 was not intended as a loan whereby TRANS-ASIA is obligated to pay PRUDENTIAL,
but rather, the same was a partial payment or an advance on the policy of the claims due to
TRANS-ASIA.
First, the amount of P3,000,000.00 constitutes an advance payment to TRANS-ASIA by
PRUDENTIAL, subrogating the former to the extent of "any net recovery made by TRANS ASIA
SHIPPING CORP., from any person or persons, corporation or corporations, or other parties, on
account of loss by any casualty for which they may be liable, occasioned by the 25 October
1993: Fire on Board."32
Second, we find that per the "Loan and Trust Receipt," even as TRANS-ASIA agreed to "promptly
prosecute suit against such persons, corporation or corporations through whose negligence the

aforesaid loss was caused or who may otherwise be responsible therefore, with all due diligence"
in its name, the prosecution of the claims against such third persons are to be carried on "at the
expense of and under the exclusive direction and control of PRUDENTIAL GUARANTEE AND
ASSURANCE INC."33 The clear import of the phrase "at the expense of and under the exclusive
direction and control" as used in the "Loan and Trust Receipt" grants solely to PRUDENTIAL the
power to prosecute, even as the same is carried in the name of TRANS-ASIA, thereby making
TRANS-ASIA merely an agent of PRUDENTIAL, the principal, in the prosecution of the suit against
parties who may have occasioned the loss.
Third, per the subject "Loan and Trust Receipt," the obligation of TRANS-ASIA to repay
PRUDENTIAL is highly speculative and contingent, i.e., only in the event and to the extent that
any net recovery is made by TRANS-ASIA from any person on account of loss occasioned by the
fire of 25 October 1993. The transaction, therefore, was made to benefit TRANS-ASIA, such that,
if no recovery from third parties is made, PRUDENTIAL cannot be repaid the amount. Verily, we
do not think that this is constitutive of a loan.34 The liberality in the tenor of the "Loan and Trust
Receipt" in favor of TRANS-ASIA leads to the conclusion that the amount of P3,000,000.00 was a
form of an advance payment on TRANS-ASIAs claim on MH93/1353.
III.
A. PRUDENTIAL is directed to pay TRANS-ASIA the amount of P8,395,072.26, representing the
balance of the loss suffered by TRANS-ASIA and covered by Marine Policy No. MH93/1363.
Our foregoing discussion supports the conclusion that TRANS-ASIA is entitled to the unpaid
claims covered by Marine Policy No. MH93/1363, or a total amount of P8,395,072.26.
B. Likewise, PRUDENTIAL is directed to pay TRANS-ASIA, damages in the form of attorneys fees
equivalent to 10% of P8,395,072.26.
The Court of Appeals denied the grant of attorneys fees. It held that attorneys fees cannot be
awarded absent a showing of bad faith on the part of PRUDENTIAL in rejecting TRANS-ASIAs
claim, notwithstanding that the rejection was erroneous. According to the Court of Appeals,
attorneys fees can be awarded only in the cases enumerated in Article 2208 of the Civil Code
which finds no application in the instant case.
We disagree. Sec. 244 of the Insurance Code grants damages consisting of attorneys fees and
other expenses incurred by the insured after a finding by the Insurance Commissioner or the
Court, as the case may be, of an unreasonable denial or withholding of the payment of the
claims due. Moreover, the law imposes an interest of twice the ceiling prescribed by the
Monetary Board on the amount of the claim due the insured from the date following the time
prescribed in Section 24235 or in Section 243,36 as the case may be, until the claim is fully
satisfied. Finally, Section 244 considers the failure to pay the claims within the time prescribed in
Sections 242 or 243, when applicable, as prima facie evidence of unreasonable delay in
payment.
To the mind of this Court, Section 244 does not require a showing of bad faith in order that
attorneys fees be granted. As earlier stated, under Section 244, a prima facie evidence of
unreasonable delay in payment of the claim is created by failure of the insurer to pay the claim
within the time fixed in both Sections 242 and 243 of the Insurance Code. As established in
Section 244, by reason of the delay and the consequent filing of the suit by the insured, the
insurers shall be adjudged to pay damages which shall consist of attorneys fees and other
expenses incurred by the insured.37
Section 244 reads:
In case of any litigation for the enforcement of any policy or contract of insurance, it shall be the
duty of the Commissioner or the Court, as the case may be, to make a finding as to whether the
payment of the claim of the insured has been unreasonably denied or withheld; and in the
affirmative case, the insurance company shall be adjudged to pay damages which shall consist
of attorneys fees and other expenses incurred by the insured person by reason of such
unreasonable denial or withholding of payment plus interest of twice the ceiling prescribed by
the Monetary Board of the amount of the claim due the insured, from the date following the time
prescribed in section two hundred forty-two or in section two hundred forty-three, as the case

may be, until the claim is fully satisfied; Provided, That the failure to pay any such claim within
the time prescribed in said sections shall be considered prima facie evidence of unreasonable
delay in payment.
Sections 243 and 244 of the Insurance Code apply when the court finds an unreasonable delay
or refusal in the payment of the insurance claims.
In the case at bar, the facts as found by the Court of Appeals, and confirmed by the records show
that there was an unreasonable delay by PRUDENTIAL in the payment of the unpaid balance of
P8,395,072.26 to TRANS-ASIA. On 26 October 1993, a day after the occurrence of the fire in "M/V
Asia Korea", TRANS-ASIA filed its notice of claim. On 13 August 1996, the adjuster, Richards Hogg
International (Phils.), Inc., completed its survey report recommending the amount of
P11,395,072.26 as the total indemnity due to TRANS-ASIA. 38 On 21 April 1997, PRUDENTIAL, in a
letter39 addressed to TRANS-ASIA denied the latters claim for the amount of P8,395,072.26
representing the balance of the total indemnity. On 21 July 1997, PRUDENTIAL sent a second
letter40 to TRANS-ASIA seeking a return of the amount of P3,000,000.00. On 13 August 1997,
TRANS-ASIA was constrained to file a complaint for sum of money against PRUDENTIAL praying,
inter alia, for the sum of P8,395,072.26 representing the balance of the proceeds of the
insurance claim.
As can be gleaned from the foregoing, there was an unreasonable delay on the part of
PRUDENTIAL to pay TRANS-ASIA, as in fact, it refuted the latters right to the insurance claims,
from the time proof of loss was shown and the ascertainment of the loss was made by the
insurance adjuster. Evidently, PRUDENTIALs unreasonable delay in satisfying TRANS-ASIAs
unpaid claims compelled the latter to file a suit for collection.
Succinctly, an award equivalent to ten percent (10%) of the unpaid proceeds of the policy as
attorneys fees to TRANS-ASIA is reasonable under the circumstances, or otherwise stated, ten
percent (10%) of P8,395,072.26. In the case of Cathay Insurance, Co., Inc. v. Court of
Appeals,41 where a finding of an unreasonable delay under Section 244 of the Insurance Code
was made by this Court, we grant an award of attorneys fees equivalent to ten percent (10%) of
the total proceeds. We find no reason to deviate from this judicial precedent in the case at bar.
C. Further, the aggregate amount (P8,395,072.26 plus 10% thereof as attorneys fees) shall be
imposed double interest in accordance with Section 244 of the Insurance Code.
Section 244 of the Insurance Code is categorical in imposing an interest twice the ceiling
prescribed by the Monetary Board due the insured, from the date following the time prescribed in
Section 242 or in Section 243, as the case may be, until the claim is fully satisfied. In the case at
bar, we find Section 243 to be applicable as what is involved herein is a marine insurance,
clearly, a policy other than life insurance.
Section 243 is hereunder reproduced:
SEC. 243. The amount of any loss or damage for which an insurer may be liable, under any policy
other than life insurance policy, shall be paid within thirty days after proof of loss is received by
the insurer and ascertainment of the loss or damage is made either by agreement between the
insured and the insurer or by arbitration; but if such ascertainment is not had or made within
sixty days after such receipt by the insurer of the proof of loss, then the loss or damage shall be
paid within ninety days after such receipt. Refusal or failure to pay the loss or damage within the
time prescribed herein will entitle the assured to collect interest on the proceeds of the policy for
the duration of the delay at the rate of twice the ceiling prescribed by the Monetary Board,
unless such failure or refusal to pay is based on the ground that the claim is fraudulent.
As specified, the assured is entitled to interest on the proceeds for the duration of the delay at
the rate of twice the ceiling prescribed by the Monetary Board except when the failure or refusal
of the insurer to pay was founded on the ground that the claim is fraudulent.
D. The term "double interest" as used in the Decision of the Court of Appeals must be interpreted
to mean 24% per annum.
PRUDENTIAL assails the award of interest, granted by the Court of Appeals, in favor of TRANSASIA in the assailed Decision of 6 November 2001. It is PRUDENTIALs stance that the award is
extortionate and grossly unsconscionable. In support thereto, PRUDENTIAL makes a reference to

TRANS-ASIAs prayer in the Complaint filed with the court a quo wherein the latter sought,
"interest double the prevailing rate of interest of 21% per annum now obtaining in the banking
business or plus 42% per annum pursuant to Article 243 of the Insurance Code x x x." 42
The contention fails to persuade. It is settled that an award of double interest is lawful and
justified under Sections 243 and 244 of the Insurance Code. 43 In Finman General Assurance
Corporation v. Court of Appeals, 44 this Court held that the payment of 24% interest per annum is
authorized by the Insurance Code.45 There is no gainsaying that the term "double interest" as
used in Sections 243 and 244 can only be interpreted to mean twice 12% per annum or 24% per
annum interest, thus:
The term "ceiling prescribed by the Monetary Board" means the legal rate of interest of twelve
per centum per annum (12%) as prescribed by the Monetary Board in C.B. Circular No. 416,
pursuant to P.D. No. 116, amending the Usury Law; so that when Sections 242, 243 and 244 of
the Insurance Code provide that the insurer shall be liable to pay interest "twice the ceiling
prescribed by the Monetary Board", it means twice 12% per annum or 24% per annum interest
on the proceeds of the insurance.46
E. The payment of double interest should be counted from 13 September 1996.
The Court of Appeals, in imposing double interest for the duration of the delay of the payment of
the unpaid balance due TRANS-ASIA, computed the same from 13 August 1996 until such time
when the amount is fully paid. Although not raised by the parties, we find the computation of the
duration of the delay made by the appellate court to be patently erroneous.
To be sure, Section 243 imposes interest on the proceeds of the policy for the duration of the
delay at the rate of twice the ceiling prescribed by the Monetary Board. Significantly, Section 243
mandates the payment of any loss or damage for which an insurer may be liable, under any
policy other than life insurance policy, within thirty days after proof of loss is received by the
insurer and ascertainment of the loss or damage is made either by agreement between the
insured and the insurer or by arbitration. It is clear that under Section 243, the insurer has until
the 30th day after proof of loss and ascertainment of the loss or damage to pay its liability under
the insurance, and only after such time can the insurer be held to be in delay, thereby
necessitating the imposition of double interest.
In the case at bar, it was not disputed that the survey report on the ascertainment of the loss
was completed by the adjuster, Richard Hoggs International (Phils.), Inc. on 13 August 1996.
PRUDENTIAL had thirty days from 13 August 1996 within which to pay its liability to TRANS-ASIA
under the insurance policy, or until 13 September 1996. Therefore, the double interest can begin
to run from 13 September 1996 only.
IV.
A. An interest of 12% per annum is similarly imposed on the TOTAL amount of liability adjudged
in section III herein, computed from the time of finality of judgment until the full satisfaction
thereof in conformity with this Courts ruling in Eastern Shipping Lines, Inc. v. Court of Appeals.
This Court in Eastern Shipping Lines, Inc. v. Court of Appeals, 47 inscribed the rule of thumb48 in
the application of interest to be imposed on obligations, regardless of their source. Eastern
emphasized beyond cavil that when the judgment of the court awarding a sum of money
becomes final and executory, the rate of legal interest, regardless of whether the obligation
involves a loan or forbearance of money, shall be 12% per annum from such finality until its
satisfaction, this interim period being deemed to be by then an equivalent to a forbearance 49 of
credit.
We find application of the rule in the case at bar proper, thus, a rate of 12% per annum from the
finality of judgment until the full satisfaction thereof must be imposed on the total amount of
liability adjudged to PRUDENTIAL. It is clear that the interim period from the finality of judgment
until the satisfaction of the same is deemed equivalent to a forbearance of credit, hence, the
imposition of the aforesaid interest.

Fallo
WHEREFORE, the Petition in G.R. No. 151890 is DENIED. However, the Petition in G.R. No. 151991
is GRANTED, thus, we award the grant of attorneys fees and make a clarification that the term
"double interest" as used in the 6 November 2001 Decision of the Court of Appeals in CA GR CV
No. 68278 should be construed to mean interest at the rate of 24% per annum, with a further
clarification, that the same should be computed from 13 September 1996 until fully paid. The
Decision and Resolution of the Court of Appeals, in CA-G.R. CV No. 68278, dated 6 November
2001 and 29 January 2002, respectively, are, thus, MODIFIED in the following manner, to wit:
1. PRUDENTIAL is DIRECTED to PAY TRANS-ASIA the amount of P8,395,072.26, representing the
balance of the loss suffered by TRANS-ASIA and covered by Marine Policy No. MH93/1363;
2. PRUDENTIAL is DIRECTED further to PAY TRANS-ASIA damages in the form of attorneys fees
equivalent to 10% of the amount of P8,395,072.26;
3. The aggregate amount (P8,395,072.26 plus 10% thereof as attorneys fees) shall be imposed
double interest at the rate of 24% per annum to be computed from 13 September 1996 until
fully paid; and
4. An interest of 12% per annum is similarly imposed on the TOTAL amount of liability adjudged
as abovestated in paragraphs (1), (2), and (3) herein, computed from the time of finality of
judgment until the full satisfaction thereof.
No costs.
SO ORDERED.
46. PRUDENTIAL GUARANTEE AND ASSURANCE INC., vs. TRANS-ASIA SHIPPING LINES INC
Case Digest
Principle found in the case: a warranty is a statement or promise set forth in the policy, or by
reference incorporated therein, the untruth or non-fulfillment of which in any respect, and
without reference to whether the insurer was in fact prejudiced by such untruth or nonfulfillment, renders the policy voidable by the insurer. However it must be first duly proven by
the one who alleges that there was a breach of warranty.
Facts:
TRANS-ASIA is the owner of the vessel M/V Asia Korea. In consideration of payment of premiums,
PRUDENTIAL insured M/V Asia Korea for loss/damage of the hull and machinery arising from
perils, inter alia, of fire and explosion for the sum of P40 Million, beginning from the period of July
1, 1993 up to July 1, 1994.
On October 25, 1993, while the policy was in force, a fire broke out while [M/V Asia Korea was]
undergoing repairs at the port of Cebu. On October 26, 1993 TRANS-ASIA filed its notice of claim
for damage sustained by the vessel evidenced by a letter/formal claim. TRANS-ASIA reserved its
right to subsequently notify PRUDENTIAL as to the full amount of the claim upon final survey and
determination by average adjuster Richard Hogg
International (Phil.) of the damage sustained by reason of fire. TRANS-ASIA executed a
document denominated "Loan and Trust receipt", a portion of which states that Received from
Prudential Guarantee and Assurance, Inc., the sum of PESOS THREE MILLION ONLY
(P3,000,000.00) as a loan without interest under Policy No. MH 93/1353 [sic], repayable only in
the event and to the extent that any net recovery is made by Trans-Asia Shipping Corporation,
from any person or persons, corporation or corporations, or other parties, on account of loss by
any casualty for which they may be liable occasioned by the 25 October 1993: Fire on Board."
PRUDENTIAL later on denied Trans-Asias claim in stated in a letter that "After a careful review
and evaluation of your claim arising from the above-captioned incident, it has been ascertained
that you are in breach of policy conditions, among them "WARRANTED VESSEL CLASSED AND
CLASS MAINTAINED". Accordingly, we regret to advise that your claim is not compensable and

hereby DENIED." and asked for the return of the 3,000,000. TRANS-ASIA filed a Complaint for
Sum of Money against PRUDENTIAL with the RTC of Cebu City, wherein TRANS-ASIA sought the
amount of P8,395,072.26 from PRUDENTIAL, alleging that the same represents the balance of
the indemnity due upon the insurance policy in the total amount of P11,395,072.26. TRANS-ASIA
similarly sought interest at 42% per annum citing Section 243 of Presidential Decreee No. 1460,
otherwise known as the "Insurance Code," as amended.
PRUDENTIAL denied the material allegations of the Complaint and interposed the
defense that TRANS-ASIA breached insurance policy conditions, in particular: PRUDENTIAL
posits that TRANS-ASIA violated an express and material warranty in the subject insurance
contract, i.e., Marine Insurance Policy No. MH93/1363, specifically Warranty Clause No. 5 thereof,
which stipulates that the insured vessel, "M/V ASIA KOREA" is required to be CLASSED AND
CLASS MAINTAINED. According to PRUDENTIAL, on 25 October 1993, or at the time of the
occurrence of the fire, "M/V ASIA KOREA" was in violation of the warranty as it was not CLASSED
AND CLASS MAINTAINED. PRUDENTIAL submits that
Warranty Clause No. 5 was a condition precedent to the recovery of TRANS-ASIA under the
policy, the violation of which entitled PRUDENTIAL to rescind the contract under Sec. 74 of the
Insurance Code. By way of a counterclaim, PRUDENTIAL sought a refund of P3,000,000.00,
which it allegedly advanced to TRANS-ASIA by way of a loan without interest and without
prejudice to the final evaluation of the claim, including the amounts of P500,000.00, for survey
fees and P200,000.00, representing attorneys fees.
Trial court ruled in favor of Prudential. It ruled that a determination of the parties liabilities
hinged on whether TRANS-ASIA violated and breached the policy conditions on WARRANTED
VESSEL CLASSED AND CLASS MAINTAINED. It interpreted the provision to mean that TRANS-ASIA
is required to maintain the vessel at a certain class at all times pertinent during the life of the
policy. According to the court a quo, TRANS-ASIA failed to prove compliance of the terms of the
warranty, the violation thereof entitled PRUDENTIAL to rescind the contract. The court of appeals
reversed the decision. It ruled that PRUDENTIAL, as the party asserting the non-compensability
of the loss had the burden of proof to show that TRANS-ASIA breached the warranty, which
burden it failed to discharge. PRUDENTIAL cannot rely on the lack of certification to the effect
that TRANS-ASIA was CLASSED AND CLASS MAINTAINED as its sole basis for reaching the
conclusion that the warranty was breached. It opined that the lack of a certification does not
necessarily mean that the warranty was breached by TRANS-ASIA. Instead, it considered
PRUDENTIALs admission that at the time the insurance contract was entered into between the
parties, the vessel was properly classed by Bureau Veritas, a classification society recognized by
the industry. It similarly gave weight to the fact that it was the responsibility of Richards Hogg
International (Phils.) Inc., the average adjuster hired by PRUDENTIAL, to secure a copy of such
certification to support its conclusion that mere absence of a certification does not warrant
denial of TRANS-ASIAs claim under the insurance policy.
Issue: WON Trans-Asia breached the warranty stated in the insurance policy, thus absolving
Prudential from paying Trans-Asia.
Ruling: No.
Rationale:
As found by the Court of Appeals and as supported by the records, Bureau Veritas is a
classification society recognized in the marine industry. As it is undisputed that TRANS-ASIA was
properly classed at the time the contract of insurance was entered into, thus, it becomes
incumbent upon PRUDENTIAL to show evidence that the status of TRANS-ASIA as being properly
CLASSED by Bureau Veritas had shifted in violation of the warranty. Unfortunately, PRUDENTIAL
failed to support the allegation.
The lack of a certification in PRUDENTIALs records to the effect that TRANS-ASIAs "M/V Asia
Korea" was CLASSED AND CLASS MAINTAINED at the time of the occurrence of the fire cannot be
tantamount to the conclusion that TRANS-ASIA in fact breached the warranty contained in the
policy. It was likewise the responsibility of the average adjuster, Richards Hogg International
(Phils.), Inc., to secure a copy of such certification, and the alleged breach of TRANS-ASIA cannot

be gleaned from the average adjusters survey report, or adjustment of particular average per
"M/V Asia Korea" of the 25 October 1993 fire on board.
The Supreme Court is not unmindful of the clear language of Sec. 74 of the Insurance Code
which provides that, "the violation of a material warranty, or other material provision of a policy
on the part of either party thereto, entitles the other to rescind." It is generally accepted that "a
warranty is a statement or promise set forth in the policy, or by reference incorporated therein,
the untruth or non-fulfillment of which in any respect, and without reference to whether the
insurer was in fact prejudiced by such untruth or non-fulfillment, renders the policy voidable by
the insurer."
However, it is similarly indubitable that for the breach of a warranty to avoid a policy, the same
must be duly shown by the party alleging the same. We cannot sustain an allegation that is
unfounded. Consequently, PRUDENTIAL, not having shown that TRANS-ASIA breached the
warranty condition, CLASSED AND CLASS MAINTAINED, it remains that TRANS ASIA must be
allowed to recover its rightful claims on the policy.
Assuming arguendo that TRANS-ASIA violated the policy condition on WARRANTED VESSEL
CLASSED AND CLASS MAINTAINED, PRUDENTIAL made a valid waiver of the same.
PRUDENTIAL can be deemed to have made a valid waiver of TRANS-ASIAs breach of warranty as
alleged. Because after the loss, Prudential renewed the insurance policy of Trans-Asia for two (2)
consecutive years, from noon of 01 July 1994 to noon of 01 July 1995, and then again until noon
of 01 July 1996. This renewal is deemed a waiver of any breach of warranty. PRUDENTIAL, in
renewing TRANS-ASIAs insurance policy for two consecutive years after the loss covered by
Policy No. MH93/1363, was considered to have waived TRANS-ASIAs breach of the subject
warranty, if any. Breach of a warranty or of a condition renders the contract defeasible at the
option of the insurer; but if he so elects, he may waive his privilege and power to rescind by the
mere expression of an intention so to do. In that event his liability under the policy continues as
before. There can be no clearer intention of the waiver of the alleged breach than the renewal of
the policy insurance granted by PRUDENTIAL to TRANS-ASIA in MH94/1595 and MH95/1788,
issued in the years 1994 and 1995,respectively.