October  23, 1921,  the   municipal  council   of  Bacolod granted a franchise to the defendant Alfred Berwin & Company,  which is a corporation, to operate an electric light plant within the limits of that municipality.

November 12,  1921,  the franchise was approved by  the provincial board of Occidental Negros, and later, it was approved  by the Public Utility Commission.   After such approval, and  on November 29, 1921,  plaintiff and the  defendant corporation entered into a written contract, known in the record as Exhibit 0,  in  and by which, and upon  the terms  and conditions  therein  stated,  the  plaintiff agreed to purchase and the defendant corporation agreed to sell its  complete  electric light plant,  as described in the complaint.  The  contract  was prepared  and signed in Iloilo, where the corporation had its main office and kept its books and records  and accounts, and a  portion of its supplies. There was no stipulated price for the sale and purchase of the property.  That point was  covered by paragraph 2 of the contract, which is as follows:

"The price of everything herein specified, including the franchise of the company for the installation  of  electric lighting, heating and motive power for the purpose of exploiting which the setting and installation of  everything specified in the  foregoing paragraph is carried  into effect, shall  be fixed on the day when  the same is finished and in perfect operation; and this price shall be the cost price after the installation in Bacolod of everything enumerated in the preceding first paragraph,  plus reasonable profit in favor of the  company."

The terms and conditions of the purchase are  covered by paragraph 3, which is as follows:

"The purchaser agrees to pay for the aforesaid plant in three installments.  The first payment, which must be 50 per cent of the total value, 12 months from the satisfactory and uninterrupted operation of the plant. The second payment, which shall  be  25 per cent of the total value,  15 months from the due  operation; and the  third and last payment,  which shall  be the  remaining 25 per cent, 18 months from due operation.   Provided that the installments herein stipulated shall  not be extended unless the operation is interrupted for a total period  longer than 15 days, and the cause is deficiency or defects  in the  machinery."

Under paragraph 7, the purchaser was to execute a first mortgage on all of the property conveyed to him as a security for the fulfillment of his obligations.  It was further agreed that he should  appoint, the  corporation as administrator "(manager)  of the plant so  long as he shall have not satisfied in full  the total value,"  and that "the  net profits that may be obtained from the exploitation of the  plant shall be  credited monthly to the purchaser, the total amount thereof to be deducted from the entire value of the plant, and to draw  reciprocal  interests from the dates of their respective receipts."

The remaining provisions of the contract are not material to this opinion.

For an alleged failure of the corporation to  convey the property  to the plaintiff, under  the terms and provisions of the contract, the plaintiff brought this action, alleging a breach by the corporation, and for a specific performance of the contract.

The defendant corporation demurred to the complaint on the ground that it does not state a cause of action.  The demurrer was overruled, an  exception  was taken, and  the corporation filed  an answer, in which it admits all of the allegations  of fact  made in the complaint,  except those which may hereafter be specifically denied or qualified, and as an affirmative defense, alleges that the  contract,  known in the record as Exhibit O, is null and void, for the reason that it was not approved by the Public Utility Commission, as provided in section 16 of subsection  (h)  of Act No. 3108. That, notwithstanding the fact that the contract was null and void, the defendant corporation has complied with  all of its terms and  provisions.  The allegations of fact made in paragraphs 5, 6 and 7 are denied, and as an  affirmative defense, the corporation alleges that it has furnished the plaintiff with a statement of the cost of the  electric light plant,  and has notified  him of the" amount which he is to pay for the property, and that it also  notified him that  all of the necessary documents to verify the actual  cost of the electric light plant  are and have been at  his disposal for his inspection  and  verification, and that it has furnished him with  a report showing that such accounts are correct. That,  notwithstanding that fact  "the plaintiff  has failed and refused to comply with his obligations set out in said contract/'  The corporation admits that it has obtained  an option from the defendant Eusebia Medel on the lot upon which the electric light plant is situated, but denies  that it has done so for the purpose of preventing the plaintiff from complying with his contract.   Defendant also  admits that the plaintiff has constructed the camarin on lot 300, cadastral survey of Bacolod, as alleged in the complaint.  It is then alleged that as a result of plaintiff's failure to comply with the contract, the corporation has been unable to comply with the demand made upon it by the Public Utility Commission, to install additional equipment, and has been unable to extend  the  electric  light service  throughout the municipality  of Bacolod to meet  the  requirements of its inhabitants, and as a  result, its franchise is in imminent danger of  being annulled, and  it has been damaged to the extent of 50,000.  That the Public Utility Commission has refused to approve the contract  unless the  additional  required equipment  shall be installed, and that  the conduct of the plaintiff "has made it impossible  for the  corporation to meet that  requirement. That the corporation tendered to its  codefendant Eusebia Medel the full amount  of the purchase  price of the lot mentioned in the complaint  in full accord with the terms of  the option to  purchase, but that she refused to accept it or to convey the  property  to the corporation.  As a result of such failure, the corporation has  been further damaged  in the sum  of P5,000. Wherefore, the corporation prays  that  the contract be declared null and void, and for corresponding  damages.

Upon such  issues, the lower court rendered judgment for the specific performance of the contract, and directed the corporation to render an accounting to  the plaintiff  at Bacolod  as to the true cost of the plant, and to furnish plaintiff with certified  copies of all the  invoices  and vouchers regarding the equipment and materials used, and enjoined the defendant Eusebia Medel from  carrying out her contract with the corporation.  To rendition of such judgment, the corporation duly excepted,  and appealed  to this court, assigning  the following errors:

"I.  The  lower  court erred in overruling the demurrer of appellant.

"II. The lower court erred in not declaring the contract of plaintiff and appellant void for the reason that the approval of the Public Utility Commission was not first had as provided  for in section 16, subsection  (k) of Act No. 3108.

"III.  The lower court erred in not finding that the appellant has complied with all of its  obligations  as  set out in the void contract between plaintiff and appellant.

"IV.  The lower court erred in  not finding that  the appellant  has  no obligation under its  void contract with plaintiff to deliver to plaintiff at Bacolod any comprobantes or other documents regarding the cost price of the  electric  light plant installed  by  appellant at Bacolod.

"V. The lower court erred in not finding that plaintiff has failed and refused to comply with  his obligations under the void contract.

"VI.  The lower court erred in not finding that the appellant has been, and is  still being,  damaged by the  acts  of plaintiff.

"VII. The  lower court erred in not finding that the defendant, Eusebia Medel, is  bound by the option contract which she made with appellant.

"VIII. The lower court erred in not ordering the  defendant, Eusebia Medel, to comply with her obligations under the option contract which she made with appellant.

"IX.  The  lower court  erred in  not finding that  the ap- pellant  has been, and  is still being, damaged by the  acts of the defendant, Eusebia Medel.

"X. The lower court erred in issuing an injunction  for-bidding the  defendant, Eusebia Medel,  from  carrying out her contract  of sale in  favor of Alfred Berwin & Co., Inc."

JOHNS,  J.:

This is an  equitable  proceeding  for the specific performance of a contract.

The property involved is  an electric light  plant owned and operated by the defendant corporation under a franchise in its name granted by  the  municipality of Bacolod, and approved by the provincial board of Occidental Negros and the Public  Utility Commission.   The contract is for the sale  and purchase of the plant operated under that franchise.

Section 16 of Act No. 3108, among  other things, provides:

"No public utility as herein defined  shall: *******

"(h)  Without the  approval of  the  Public Utility Commission first had, sell, alienate,  mortgage,  encumber,  or lease its property franchises, privileges or rights, or any part thereof.  *  *   *  Any sale,  alienation,  mortgage or encumbrance, lease,  fusion or consolidation made without the approval  herein  required shall be null and void *  *   *"

There is no claim  or  pretense that the contract was ever approved by the Public Utility Commission, or that any application was ever made to have it approved.  The language of the Act is plain,  clear and explicit, and it means what it says.  That is to  say, that without the approval of the Public Utility Commission, no public utility has  the power to sell, alienate, mortgage,  encumber or lease its  property, franchise,  privileges or rights or any part  thereof. That  language  is definite and certain, and  within itself might  be  construed  as an express prohibition against the sale or transfer of a public utility without the permission of the  Public Utility Commission having been first had and obtained.   But the section further provides that any such sale, alienation, mortgage,  etc., without the approval  of the Public  Utility  Commission,  shall be null  and void. There  is no claim that the section is unconstitutional, and the courts by construction ought not to nullify its plain and express  provisions.   Even  though  the plaintiff was the owner of the property  in question, he could not operate it without a franchise, and he cannot secure a franchise without the express approval of the Public Utility Commission.

It is very apparent that the Legislature intended to prohibit, without the approval of the Public Utility Commission, the doing of the very thing which plaintiff now seeks to have done.

We are clearly of the opinion that the statute is valid and means what it says, and that in legal effect no sale or transfer of a public utility can  be consummated without the approval of the Public Utility  Commission being first had and obtained, and that for want  thereof, the contract, which the plaintiff seeks to enforce, is null and void.

Again, it will be noted that no price for the property was agreed upon by the parties, and that  the second clause of the contract provides how and in  what manner the price shall  be obtained.  That is  a condition  precedent  which involves an invoice of the cost price of the property after its  installation, together with  "a  reasonable profit in favor of the company."  There is no  definition in the contract as to what is a reasonable profit.  That could only  be ascertained  by an agreement  between  the parties, or, for failure to agreed by a decree of the court, and there is no claim that anything of that kind has ever been done.

As stated, the contract was signed in Iloilo  where the company kept its books and vouchers and some of its supplies.

November 14, 1922, the defendant corporation wrote the plaintiff the following letter:

"We take pleasure in advising  you that the  franchise .granted by the municipality of Bacolod has been approved by  the Public Utility Commissioner and confirmed by the Governor-General.

"We request you to  kindly let us  know  by what date you wish to receive the plant.

"We deem it advisible that a conference  be held in this office about a fortnight prior to the date set by you." December 29, 1922, it wrote him as follows:

"We hereby  request you to kindly  call at this office for the purpose  of arranging the price  of the plant and to prepare the necessary documents as  provided  for by our agreement.

"The plant will then be immediately transferred to you and the sale considered as having taken place on January 1, 1923, from which day on  we shall act as administrator of the plant."

It is not denied by the plaintiff that he was in the store of  the company in Iloilo, and that while there, he was requested to go into the company's office to see and inspect the vouchers, books, statements and records of the company, with the end in  view of trying to arrive at the cost of the electric light plant, and that he refused to  do so. It also appears that the corporation employed a competent accountant to render a statement from the corporate books,. and that such a statement was furnished and  delivered to the plaintiff.  Of course, he  was not bound to accept that statement.  But it was his duty to meet  the corporation at least halfway and to make an amicable effort to  arrive at the cost of the plant, and to be fair and reasonable with the  company.  The record shows that the conduct of the plaintiff was arbitrary and more or less autocratic, and it is  very apparent  that if he  had been a little more fair and reasonable, that the parties  would have arrived at an amicable agreement as  to the cost, and that the contract would have been consummated.

Although the electric light plant itself was in  Bacolod, yet all of the corporate records, account books and vouchers, from which the cost price of the property could be ascertained, were in Iloilo, and the contract was executed there, and it was  only from  such records made and kept in Iloilo, that the cost price could be  obtained, and that was the logical  and natural  place to  obtain the required information.  Under the contract, all that the defendant was required to do was to give the plaintiff free  access to all of its original records,  and with that as a basis, the parties could then  make a reasonable effort to arrive at an amicable agreement as to the price of the property.

Plaintiff now invokes  the  equitable jurisdiction of this court for  the specific performance of a  contract where it appears that the failure to perform is more of his  own fault than it is that of the appellant.

We are clearly of the opinion that the contract in question is null and void for want of the approval of the Public Utility Commission.  We are also  of the opinion that by his own actions and conduct, the plaintiff is not entitled to a specific performance of the contract.

The judgment of the lower court is  reversed, and the complaint dismissed and  the injunction  issued against the defendant, Eusebia Medel, is dissolved, with costs in favor of the appellant.  So ordered.

Avancena, C. J., Street, Malcolm, Villamor, Ostrand, Romualdez,  and Villa-Real, JJ., concur.
Johnson, J., did not take  part.