[No. 11513. December 4, 1917.

LAMBERTO SONGCO, plaintiff and appellee, vs.

GEORGE C. SELLNER, defendant and appellant.

1. CIVIL PROCEDURE; DENIAL OF EXECUTION OF

WRITTEN INSTRUMENT.—In an action upon a
promissory note, a general denial of the complaint under
oath does not raise an issue as to the genuineness or due
execution of the note, as contemplated in section 103 of
the Code of Civil Procedure. Nor is such an issue raised by
an answer under oath setting up the defense that the note
was procured by fraud.

2. FRAUD; FALSE REPRESENTATION AS TO MATTER

OF OPINION.—The seller of the cane standing in a
certain field made an exaggerated statement concerning
the probable yield of sugar from said cane but.refused to
warrant the amount of the yield. The purchaser

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Songco vs. Sellner

nevertheless credited the statement and bought the cane

in the belief that it would produce substantially the
amount stated by the seller; but the yield in fact turned
 out to be much less. Held: That the purchaser had no right
to rely upon such representation and the fact that the
statement made by the seller may not have reflected his
true opinion furnished no ground for relieving the
purchaser from his contract to pay the price agreed upon.

APPEAL from a judgment of the Court of First Instance of

Manila. Ostrand, J.
The facts are stated in the opinion of the court.
Thos. D. Aitken for appellant.
Perfecto Gabriel for appellee.

STREET, J.:

In December, 1915, the defendant, George C. Sellner, was

the owner of a farm at Floridablanca, Pampanga, which
was contiguous to a farm owned by the plaintiff Lamberto
Songco. Both properties had a considerable quantity of
sugar cane ready to be cut At Dinalupijan, a short distance
away, was located a sugar central, and Sellner desired to
mill his cane at this central. One obstacle was that the
owners of the central were not sure they could mill his cane
and would not promise to take it. Sellner, however,
learning that the central was going to mill Songco's cane,
conceived the idea of buying the cane of the latter,
expecting to run his own cane in at the same time the other
should be milled. Another motive which evidently operated
upon the mind of Sellner was the desire to get a right of
way over Songco's land for conveying his own sugar to the
central. Accordingly he bought Songco's cane as it stood in
the fields for the agreed sum of P12,000 and executed
therefor three promissory notes of P4,000 each. Two of
these notes were paid; and the present action was
instituted to recover upon the third. From a judgment
rendered in favor of the plaintiff, the defendant has
appealed.
 The note, upon which the action was brought, was
exhibited with the complaint. The answer of the defendant

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Songco vs. Sellner

was made under oath, and contained a general denial of all

the allegations of the complaint. The answer also contained
the allegation, asserted by way of special defense, that the
promissory note in question was obtained from the
defendant by means of certain false and fraudulent
representations therein specified. The note was admitted in
evidence by the court; and error is here assigned upon this
action, on the ground that the genuineness and due
execution of the note was not proved. There is nothing in
this contention for several reasons. In the first place a
general denial of a complaint does not raise a question as to
the genuineness or due execution of a written instrument.
Under section 103 of the Code of Civil Procedure it is
necessary that the genuineness and due execution of the
instrument shall be specifically denied before an issue is
raised upon this point. This means that the defendant must
declare under oath that he did not sign the document or
that it is otherwise false or fabricated, Neither does the
statement of the answer to the effect that the instrument
was procured by fraudulent representation raise any issue
as to its genuineness or due execution. On the contrary
such a plea is an admission both of the genuineness and
due execution thereof, since it seeks to avoid the
instrument upon a ground not affecting either.
Furthermore, in this particular case the fourth paragraph
of the answer expressly admits the execution of the
instrument by the defendant.
 The principal defense here urged relates to a false
representation which, it is claimed, was made by the
plaintiff Songco with respect to the quantity of uncut cane
standing in the fields at the time the defendant Sellner
became the purchaser thereof. Upon this point it is proved
that Songco estimated that this cane would produce 3,000
piculs of sugar and that Sellner bought the crop believing
this estimate to be substantially correct. As the crop turned
out it produced 2,017 piculs, gross, and after the toll for
milling was deducted the net left to Sellner was very much
less. It appears that in the course of the negotiations
Sellner
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Songco vs. Sellner

requested Songco to guarantee the quantity which the

latter claimed to be in the fields but he would not do so. He,
however, repeated that he was sure the fields contained the
quantity estimated by him. Some evidence was introduced
tending to show that the disparity between Songco's
estimate and the quantity actually obtained would have
been less if the cutting and hauling of the cane had been
more expeditiously conducted. We do not think there is
much in this; and even making allowance for weight
unnecessarily lost, the harvest fell far short of the amount
estimated by Songco. We think it is fairly shown by the
evidence that Songco knew at the time he made the
representation in question that he was greatly
exaggerating the probable produce of his fields, and it is
impossible to believe that his estimate honestly reflected
his true opinion. He knew what these same fields had been
producing over a long period of years; and he knew that,
judging from the customary yield, the harvest of this year
should fall far below the amount stated.
Notwithstanding the fact that Songco's statement as to
the probable output of his crop was disingenuous and
uncandid, we nevertheless think that Sellner was bound
and that he must pay the price stipulated. The
representation in question can only be considered matter of
opinion as the cane was still standing in the field, and the
quantity of sugar it would produce could not be known with
certainty until it should be harvested and milled.
Undoubtedly Songco had better experience and better
information on which to form an opinion on this question
than Sellner. Nevertheless the latter could judge with his
own eyes as to the Character of the cane, and it is shown
that he measured the fields and ascertained that they
contained 96½ hectares,
It is of course elementary that a misrepresentation upon
a mere matter of opinion is not an actionable deceit, nor is
it a sufficient ground for avoiding a contract as fraudulent.
We are aware that statements may be found in the books
to- the effect that there is a difference between giving an
honest opinion and making a false representation as to
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258 PHILIPPINE REPORTS ANNOTATED

Songco vs. Sellner

what one's real opinion is. We do not think, however, that

this is a case where any such distinction should be drawn.
The law allows considerable latitude to seller's
statements, or dealer's talk; and experience teaches that it
is exceedingly risky to accept it at its face value. The
refusal of the seller to warrant his estimate should have
admonished the purchaser that that estimate was put forth
as a mere opinion; and we will not now hold the seller to a
liability equal to that which would have been created by a
warranty, if one had been given.
Assertions' concerning the property which is the subject
of a contract of sale, or in regard to its qualities and
characteristics, are the usual and ordinary means used by
sellers to obtain a high price and are always understood as
affording to buyers no ground for omitting to make
inquiries. A man who relies upon such an affirmation made
by a person whose interest might so readily prompt him to
exaggerate the value of his property does' so at his peril,
and must take the consequences of his own imprudence.
The principles enunciated above are fully supported by
the weight of judicial authority. In a case where the owners
of certain logs represented to their vendee that the logs
would produce a greater per cent of superior lumber than
was actually realized, but refused to warrant their quality
and required the vendee to examine for himself before
making the contract, it was held that the vendee could not
avoid the contract. (Fauntleroy vs. Wilcox, 80 111., 477.) In
Williamson vs. Holt (147 N. C., 515; 17 L. R. A. [N. S.],
240), it appeared that the defendant had bought an ice
plant with the knowledge that its operation had been
abandoned because the output did not equal its capacity.
He had full opportunity to investigate its condition. It was
held that he could not avoid paying the purchase price
because the vendor stated that, with some repairs, it would
turn out about a certain amount per day. In Poland vs.
Brownell (131 Mass., 138), where a man who bought a
stock of goods had ample opportunity to examine and
investigate, it was held that he could not rely on the
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Songco vs. Sellner
seller's misrepresentations as to the value of the goods or
the extent of the business. It would have been different if
the seller had fraudulently induced him to forbear inquiries
or examination which he would otherwise have made.
It is not every false representation relating- to the
subject matter of a contract which will render it void. It
must be as to matters of fact substantially affecting the
buyer's interest, not as to matters of opinion, judgment,
probability, or expectation. (Long vs. Woodman, 58 Me., 52;
Hazard vs. Irwin, 18 Pick. [Mass.], 95; Gordon vs.
Parmelee, 2 Allen [Mass.], 212; Williams vs. McFadden, 23
Fla., 143, 11 Am. St. Rep., 345.) When the purchaser
undertakes to make an investigation of his own, and the
seller does nothing to prevent this investigation from being
as full as he chooses to make it, the purchaser cannot
afterwards allege that the seller made misrepresentations.
(National Cash Register Co. vs. Townsend, 137 N. C., 652,
70 L. R. A., 349; Williamson vs. Holt, 147 N. C., 515.)
We are aware that where one party to a contract, having
special or expert knowledge, takes advantage of the
ignorance of another to impose upon him, the false
representation may afford ground for relief, though
otherwise the injured party would be bound. But we do not
think that the fact that Songco was an experienced farmer,
while Sellner was, as he claims, a mere novice in the
business', brings this case within that exception.
An incident of this action was that the plaintiffs sued
out an attachment against the defendant, at the time of the
institution of the suit, upon the ground that he was
disposing of his property in fraud of .his creditors, This
charge was completely refuted by proof showing that the
defendant is a man of large resources and had not
attempted to convey away his property as alleged. The
court below therefore found that this attachment had been
wrongfully sued out, and awarded damages to the
defendant equivalent to the amount actually paid out by
him in procuring the dissolution of the attachment. No
appeal was taken from
260

260 PHILIPPINE REPORTS ANNOTATED

United States vs. Balaba

this action of the court by the plaintiff; but the def fendant
assigns error to the action of the court in refusing to award
to him further damages for the injury done to his credit. In
this connection he shows that one of his creditors, being
appraised of the fact that the defendant had been made the
subject of an attachment, withheld further credit and
forced him to sell a large quantity of sugar at a price much
lower than he would have received if he could have carried
it a few weeks longer. We think the court below committed
no error in refusing to award damages upon this ground, as
such damages were remote and speculative. It could hardly
be foreseen as a probale consequence of the suing out of
this attachment that the hands of the creditors would come
down upon their unfortunate client with such disastrous
results; and the plaintiff certainly cannot be held
accountable for the complications of the defendant's affairs
which made possible the damage which in fact resulted.
The court below also refused to award punitive damages
claimed by the plaintiff on the ground that the attachment
was maliciously sued out. The action of the court in this
respect will not be here disturbed.
From what has been said it follows that the judgment of
the court below must be affirmed, with costs against the
appellant. So ordered.

Arellano, C. J., Torres, Carson, Araullo, and Malcolm,

JJ., concur.
 Judgment affirmed.

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