Atlas  Trade  Development  Corporation brought  this action to recover the price of 200 tons of Australian frozen beef which  defendant  ordered  plaintiff  to   supply  for shipment to Japan upon orders of defendants.   The record discloses that on July 8,  1948 William J. Herman wrote a letter to Ted Lewin, Atlas Trade Development Corporation, ordering 200 tons of Australian  frozen beef in quarters to be shipped during  July,  August and September to Yokohama, Japan upon its orders (Exhibits F).  The order is written on a letterhead  of "William  International  Inc.", San Francisco and  signed by Herman as president of said corporation.  The defendant, however, is "F" Limgenco Co. Ltd." formed by William J. Herman, an American citizen, and Francisco Limgenco, a Filipino,  a partnership  doing business under the name of "William International Ltd." (Articles of Partnership, Exhibit A.)   The first defense is that the defendant did not place the order, but that it was the corporation Williams  International Inc. that did so, that William J. Herman had no  authority to  enter into the contract  in the name of the partnership, and that the manager  F. Limgenco  never  ratified  the   order.  The second defense is that the contract was signed by Herman only as accommodation for Ted Lewin, to enable the latter to secure an extension  of credit, and that said  contract was not intended as one between plaintiff and  the partnership F. Limgenco, Ltd., that the first shipment was made by Herman  for Ted Lewin  and paid for to Ted  Lewin, and the last shipments were unfit for human consumption. The  third defense is that  even granting  that defendant corporation  is bound by the contract it is only liable for the shipment actually made, not for  all.

It appears that on  August  4,  1947 plaintiff, on  one hand, and Ted Lewin and Paul Macdonald,  on the other, formed a joint  account association  for the  purpose of importing livestock from Australia, to be slaughtered  and sold  in the  Philippines.  The beef was stored in  a local ice plant.  The negotiations leading  to the contract were made by Ted Lewin on the one hand and William J. Herman, representing defendant William  International Ltd,, on the other.  Trial shipment was  made to Japan on May 17, 1948 (Exhibit N.)   The contract was signed on July 8, 1948.  When  this  shipment was found  satisfactory, another shipment for 33,926.27  lbs. was made in the name of defendant as shipper on July 14, 1948.   The bills of lading showed defendant as shipper.  No payment for the shipment was ever made.

The complaint was filed on November 26, 1948, and in the complaint it announced  that it would sell the frozen meat and whatever may be realized after deducting the expenses, would  be  deducted  from  the amount  of  the claim.  Since the filing  of the complaint the  beef  has been sold, the sales appearing in the statement submitted as Annex A.

The trial  court found  that  notwithstanding the  fact that Exhibit F was  written on a  letterhead of Williams International, Inc. the order was  in fact placed  by defendant; that the order was not made for the accommodation, of Ted Lewin; that it was not a commission agency; and  that there was  no evidence to  show that  the meat was not fit for human consumption, and even if it were so, plaintiff was not  aware thereof and  defendant did  not make such claim within 30 days as provided  for in Article 342  of the  Code of  Commerce.  It,  therefore, ordered Francisco Limgenco and William J. Herman jointly and severally to  pay P172,289.21,  with  legal interest  from November 26, 1948, plus 5 percent as attorney's fees, while Ted Lewin  and Paul  Macdonald  were held subsidiarily liable for the amount of the judgment.

On this appeal defendant corporation insists that the transaction was one between William J. Herman and Ted Lewin in their personal capacities,  and that plaintiff and defendant were not actual parties thereto.  While it seems to be true that neither  Santiago Abraham, president of the plaintiff corporation, nor Francisco Limgenco, manager of the defendant partnership,  did  not  have much to do in  the formulation  of the agreement, Exhibit F, such that defendant's assertion that the transaction was pushed through  by Herman and Lewin is  justified, it does not necessarily follow that Herman and Lewin entered into the  transaction in their own  personal capacities  independently of the associations to which they belong.  The fact that they  may have  conducted the negotiation  is not incompatible with the theory  on  which  the  action is based, i.e., that  the transaction was between the corporation and the partnership.  As a matter  of fact  in order to engage in the business of importing livestock from Australia for slaughter in the city  abbatoir and deposit of the beef in a local cold store, Ted Lewin and Paul Macdonald, on the one  hand, had  made the joint account on August 4,  1947 with the plaintiff corporation. On the other hand, as William J.  Herman, a San Francisco resident, could not do the business with Ted  Lewin or his partners in the  joint account without a representative in the Philippines, he entered into  the partnership agreement in May, 1948, with Francisco Limgenco.   In the joint account between Lewin and Macdonald,  on the one hand, and the Atlas Trade Development Corporation on the other, Lewin and Macdonald contributed quite a considerable amount (P300,000) to the livestock and beef business, while in  the partnership (F. Limgenco, Ltd.) between  Herman and Limgenco, the former  contributed P40,000 against F20,000 only from the latter.  So that the main contributors to the  transaction were Ted Lewin and Paul MacDonald, on the one hand, and  William J. Herman, on the other.  These circumstances point out to the fact that Lewin and  Herman, assuming that  they were the ones who negotiated the agreement, chose to act in relation thereto through  their respective companies, not independently thereof.  In legal contemplation  also and by subsequent acts of the parties, the whole transaction involved  not Lewin and Herman personally, but the Atlas Trade  Development Corporation, of which Ted Lewin  was an important member, and  Williams International Ltd., to which  Herman  contributed  two thirds  of the  capital. That the meat deal was  to  bind both associations,  not; Lewin  and 'Herman personally, is demonstrated by  the further fact that the bills of lading covering beef actually ordered from plaintiff by defendant partnership  were in the name and for the account of Williams International Ltd.   (See Exhibit  N,  N-l  and N-2.)  We, therefore, find no error in the conclusion  of the trial court that the contract was in fact made in the name and  through the plaintiff corporation and the defendant partnership and is binding upon both of them and not upon their members alone.

As to the claim made before the trial court that William J. Herman executed the agreement only  for  the accommodation of Ted Lewin, we find no sufficient  evidence on record to support the claim,  and the appellant seems to have abandoned  its theory  in  this  Court.   It has  also abandoned its theory that  the contract is one of agency on  commission basis, it  appearing from the contract that the beef was being purchased  at $.50 a pound f.o.b. Manila.

The next  point  raised  before  us by the  defendant-appellant is that it should  not be held responsible for the value of the whole amount of beef ordered, which is  200 tons, because the same was unfit for human consumption. We find no sufficient evidence  to  sustain the claim  of defendant-appellant that the meat  was  unfit for human consumption.  However,  we find that it was not acceptable to the prospective or intended buyers or customers in Japan, as shown by Exhibits 8 and 9.  It must be remembered  that  the meat was  to be sold for the exclusive use of the  United States occupation personnel in Japan (Exhibit 12.)   The meat could  not  be sold in Japan because  it was found below the  standard quality  desired. Plaintiff-appellee refutes  this fact with the argument that the meat was actually sold in the  market in the Philippines.  The mere sale of the meat in the Philippines is no satisfactory proof, however, that it was  acceptable to the United States occupation  personnel  stationed  in Japan. We find as  a fact that the reason why the meat ordered was not taken by the defendant is  because the  same was not saleable in Japan where it was intended to be disposed of.  The question that  arises, therefore,  is, who should bear  the loss, the vendor or the vendee.   The trial court held that it was the vendee because no notice of the unfitness of the meat was given to the vendor.   But we find sufficient  evidence to show  that  the  plaintiff  corporation, through its president,  was advised  of the fact that the quality of the meat was not satisfactory of the intended purchasers  in Japan.  The trial court based its decision, holding the defendant partnership responsible for the meat, on the provisions of Article 342  of the Code of Gommerce, which is as follows: 

"The purchaser who has not  made  any claim based on the hidden defects (vicio internos) of the thing sold, within thirty days after its delivery, shall  lose all rights of action against the vendor based on such  defects."

It can readily  be seen from the above Article that it  is applicable to goods or merchandise  already delivered and in which deterioration was  caused by the failure or default of a vendee to take  possession  within  the  agreed time. Such is not the situation in the case at bar.  Here there never was  any delivery.  Neither does it  appear that the vendee  was guilty of mora  in  taking possession  of the meat contracted for.   As the  meat was deposited in a cold storage, delay in  not taking possession of  it  would  not affect its quality  or  its fitness  for human  consumption. It has not also been claimed that  the deterioration of the meat was due to the failure of appellant to take  possession. The evident fact  is that the appellant did  not take the meat because  the  samples thereof sold  in  Japan were not found satisfactory or  acceptable to those who would have wanted to purchase them. Under these circumstances, the provision applicable  is not Article  342 but Article 334 of the  Code of Commerce, which reads:

"The  damages  and deterioration  suffered  by the  merchandise, even if caused by fortuitous event, shall be  for the account of the vendor in the following cases: 

1. If the  sale  took place  by  number, weight,  or measure,  or if the article sold is not fixed  and determined,  with marks and  signs which identify it. 
   
2.  
3. If by express agreement or the  usages of commerce, in view of the nature of  the article sold, the purchaser has the  privilege to previously examine and investigate it.  
    
4. If the contract  contains an agreement  to the effect  that the delivery  shall not be made until the article sold shall have acquired the conditions stipulated."

In accordance with the second paragraph  of this Article, the vendor  is  responsible  for  the  deterioration  of  the quality  of the meat if it appears to have been caused by a fortuitous  event or to unexplained  causes.   As there is no  evidence as  to  what  caused the deterioration,  we  can only attribute it to nothing but a fortuitous event.   If the meat was  perfectly sound  at the  time the livestock was slaughtered, the deterioration  of  the meat must have been due to  the  handling thereof by  the vendor or  its  agents, so that  any loss resulting therefrom may not be imputable to the vendee.   Under these circumstances, in  accordance with the Article above quoted, it  is the vendor who should bear the loss  for its deterioration.  Because of the deterioration the vendee  was justified in not  making1 further orders for the delivery of the meat.   This holds true with the undelivered meat. However, as to the meat which was actually delivered, we hold'  that the defendant-appellant must be made to account for its price, which according to plaintiff's own  complaint is  P38,427.  We also find  that the  claim of the defendant-appellant that part of  this amount was paid to Ted Lewin is  not supported by the evidence.

The judgment  appealed  from  is hereby modified.  Defendants are  absolved from all the demands contained in the  prayer of  plaintiff's  complaint except  the sum  of P38,427, which they are hereby ordered to  pay to  the plaintiff, with legal interest from the time of the filing of the complaint.  However, defendants Ted Lewin and Paul Macdonald  are hereby  declared only subsidiarily liable to plaintiff for said amount, they having acted as  guarantors for defendant Williams International Ltd.  Without costs.

Paras, C. J., Bengzon, Padilla, Reyes,  A., Bautista Angelo, Concepcion, and Endencia,  JJ., concur.