Plaintiff, a corporation engaged in grocery and cold store business, instituted this action  in  the  Court of First Instance of Manila, for the  purpose of recovering from the defendant Bank  certain sums of money  allegedly paid twice by it: the  first, during the Japanese occupation, and the second, after liberation.

There is no dispute  as  to the facts of the case except on one point which  will  be  later  discussed.  The  record shows that at the time  World War II broke out (December 8, 1941),  plaintiff  was indebted to  defendant  for credit facilities and  advances the latter had  theretofore granted to the former (Exhibit F).   On December 29, 1941, plaintiff's debt amounted to the total sum of P44,580.59, plus interest at the rate of 8 per cent per annum.  During the Japanese occupation plaintiff paid the Japanese Bank of Taiwan, Ltd., its pre-war obligation  to defendant.  After the surrender of Japan plaintiff, first in 1945, and later in 1947, applied  to defendant for additional credit facilities, but plaintiff's request was denied in 1945 because  plaintiff refused to make arrangements for the payment of its pre-war obligation (plaintiff's complaint, paragraphs 6 and 7). In the early part of 1947. about the month of April, plaintiff's business was seriously threatened by paralyzation and its previous application for credit facilities was renewed. This time plaintiff was ready to execute,  as it did execute a promissory  note in favor of defendant  for  the payment of its  pre-war obligation at the rate  of  PI,000 a month, with interest thereon at the rate of 5  per cent per annum (instead of the original 8 per cent) from April 29, 1947, until fully paid.   By reason of plaintiff's change of attitude defendant agreed in turn to grant, and did grant,  plaintiff additional credit facilities up to the sum of P60,000.

On May 2, 1947, Yap Tak Wing, Joseph  Henry Ng, Chui Lim Wu, Lang Sui and  Lee Ng solidarity executed an undertaking of suretyship in favor of defendant, guaranteeing payment of loans resulting from  said  credit facilities (Exhibit D).

Pursuant  to the above mentioned  arrangement agreed upon by the parties to this case, and  beginning from the month of June, 1947, plaintiff paid  defendant the agreed monthly installments of  P1,000 on the former's  pre-war obligation until the entire amount of plaintiff's promissory note in favor of defendant became fully liquidated  in May, 1950 (Exhibits B, B-l to B-30).

On  July 7, 1947, counsel  for plaintiff wrote the submanager of defendant Bank a letter (Exhibit I) bringing to his attention  the  contract  of  suretyship  executed on May 2, 1947,  by  Chui Chiong & Company, Inc., in favor of the  Bank,  and  to the validity of the payments made by plaintiff during the  Japanese occupation to the  Bank of Taiwan, Ltd., as liquidator of defendant Bank, and based on these premises said counsel demanded the release of the suretyship and the refund of the sum of P50,143.42,  plus collected interests which he alleged had been wrongly paid to the  Bank.  To this letter the Manager of defendant Bank replied on July 16, 1952  (Exhibit J), returning the pledge agreement and two undertakings of suretyship furnished by the plaintiff, but declined  to refund the sum of P50,143.42.  Hence  the  institution  of  this action.

In the complaint plaintiff  prays the court  to  sentence defendant to pay the plaintiff the sum of P50,143.42, minus the sum of Pl,845.29, the amount not collected from the plaintiff,  in addition to the sum of P3,238.78,  more or less, for annual interest of 5 per cent, with legal interest on the  total amount of the  demand from  July  7,  1952, plus P6,000 as attorney's fees and costs.  This complaint was predicated on  decisions  of this Court validating payments of pre-war obligations made during the  Japanese occupation  to  the  Bank of Taiwan, Ltd.,  which were considered as made to creditor banks, as the defendant herein  (Haw  Pia  vs.  The  China  Banking Corporation, 80 Phil., 604), though it further averred that "the signing  (of said  promissory note)  was premised that when the payment during the occupation by occupation pesos be declared valid by the  authorities or by competent  courts, then said  promissory note be declared void and any amount or amounts paid or deposited pursuant to the promissory note be returned  or refunded" (complaint, paragraph 8). At the hearing in the lower  court plaintiff contended that the promissory note for  P50,143.42 was executed on the understanding had between the plaintiff and the defendant that should payments made during the Japanese occupation be  declared valid  by the court,  any  and all payments made on  the promissory note  would be refunded to the plaintiff.   This supposed understanding  was vigorously denied  by defendant Bank,  and without questioning the validity  of the  payments made to  the Bank of  Taiwan, Ltd.,  in turn alleged  in its answer that the  promissory note in  question was  executed  for  valuable consideration and that the  additional credit facilities granted to plaintiff after liberation were  given by defendant only by reason of the execution by plaintiff  of its said  promissory  note (paragraph  IV  of the answer).   In  passing  upon  this point the  trial court  expressed  itself as follows:

 "The defendant's contention that the promissory note is in consideration of the new credit facilities  is  entirely unfounded. 

No businessman would  execute a  promissory  note for  P50,143.42 In  consideration  of new  credit facilities up  to  the amount  of P60,000, which  is  the  maximum granted  by the defendant to  the plaintiff.  It  should be borne in mind that to secure and  guarantee these new credit facilities an instrument entitled 'Undertaking  of Suretyship'  (Exhibit H) was executed by the plaintiff in favor  of the defendant on May  2, 1947.   This undertaking of suretyship was released in  due course upon payment  of  all the amounts received by the plaintiff from  the defendant in  accordance with the  new credit  facilities.  It would be utterly absurd  and preposterous  for the plaintiff to have executed the  promissory note  in  question and paid its full  amount in order to obtain credit facilities in the  sum of P60,000, because then the plaintiff  will be paying to the  defendant the new  advances, loans, credits, etc., up  to P60,000 besides paying the amount  of  P50,143.42 of the promissory note.

  In consonance with  defendant's  theory  the  plaintiff was allowed to obtain loans and advances and bound itself to pay these  new loans or advances  up to the sum of  P60,000, as per its undertaking of suretyship and in  addition thereto agreed to pay and paid  the additional sum  of P50,143.42 represented by the promissory  note.   No businessman  in his sound  mind would  secure  a new indebtedness of P60,000 to guarantee its payment and  in  addition thereto incur an indebtedness of P50,143.42 represented by the promissory  note, payable before  the payment of the new obligation.  In other words, under  defendant's  theory, the plaintiff contracted an obligation  of f60,000 and, in full  satisfaction  thereof, paid P110,143.42."

In consonance with these  views the trial court rendered decision

 "ordering the defendant to return to the  plaintiff all  the amounts paid on the promissory note aggregating  P48.298.13, together with the sum of  P3.238.78  representing interests thereon, or a total of P51,536.91, with legal  interests  thereon from October 29,  1952  and to pay to the plaintiff attorney's fees in the  sum of P3,000 and costs."

From this  decision the  defendant appealed  to us setting  forth  seven assignments  of  error.  At the  outset, let  it be stated,  notwithstanding the views expressed by the trial judge that no businessman in his sound mind would enter into a transaction in which he had to guarantee the payment  of a new indebtedness of P60,000 and agree, in addition  thereto, to  pay  before  the settlement of the new obligation,  an indebtedness of P50,143.42 that he had already paid to  the Bank of Taiwom, Ltd., that it is a fact that in the case at  bar plaintiff company paid not only  the amounts  it received  from defendant  after  liberation, but also the additional  sum  of P50,143.42 that represented its pre-war obligation  to the defendant.  For this reason we think that the  questions at issue  in this appeal may be reduced to the following propositions: 

1. Whether or not the evidence on record shows  that the promissory note in question was executed on the understanding that if payments made during the Japanese occupation to the  Bank of Taiwan, Ltd.,  were declared valid, any and all payments made on  the said promissory  note shall be returned or refunded by the defendant to the plaintiff: and
   
2.  
3. In the negative case, whether or not the  trial judge  erred  in not absolving  defendant  and  in not  sentencing  plaintiff  on  defendant's counterclaim.

Anent the first proposition, the best evidence to elucidate  the point would  have  been the  promissory note in question, because from  the  terms  thereof,  taken in conjunction with the  undertaking of  suretyship  dated May 2,  1947 (Exhibit H),  the  Court could determine whether the parties agreed  or not that payments  made on said promissory note  were to be refunded in case  the  courts declared valid and in satisfaction  of  pre-war obligations to the banks in the  Philippines  payments made to the Bank of Taiwan, Ltd., for such an important clause would not have been omitted in the promissory note if the parties really agreed to such refund.  Unfortunately said promissory note was not produced in court and secondary evidence had to  be offered  by both parties because, according to plaintiff's Manager, it  was not returned to his  company, while defendant in turn alleged that said promissory note was returned after the obligation was  satisfied, together with the pledge agreement and two undertakings of suretyship furnished by  the plaintiff (referred to in  Exhibit J), as is usual banking practices and as  we  are inclined to believe.   This,  of  course,  might  imply a  suppression of evidence on  the part of the plaintiff.

Coining now to plaintiff's parole evidence on  this matter, defendant contends that it is inadmissible  for  it is an attempt to incorporate in  the promissory note  a contemporaneous condition  that was not therein.   In  the  case of Yu Tek & Co. vs. Gonzales, 29 Phil., 384, this Court said:

"Parties are presumed to have reduced to  writing all  the essential  conditions of their  contract.  While parole evidence is admissible in a variety of  ways to explain the meaning of written contracts, it cannot serve the purpose of incorporating into the contract additional contemporaneous  conditions  which  are not  mentioned at all in the writing,  unless there  has been fraud or mistake. In an early case this  Court declined to allow parole evidence showing that a party to a written contract was to  become  a  partner in a  firm instead  of a   creditor of the firm (Pastor vs. Gaspar, 2 Phil. 592).  Again in  Eveland  vs. Eastern  Mining  Co. (14 Phil. 6C9), a contract of employment  provided that the plaintiff  should receive from the defendant a stipulated salary and expenses.  The defendant sought to  interpose  as a defense  to recovery that the payment  of the salary was contingent upon  the  plaintiff's employment redounding  to  the benefit  of  the defendant company.  The contract  contained no such  condition  and the  Court declined to receive parole evidence  thereof. 

In the  case at bar,  it is sought to show that the sugar was to be obtained  exclusively from the crop raised by  the  defendant.  There is no clause in the written contract which even  remotely suggests such a condition.  The defendant undertook to deliver a specified quantity  of sugar within  a specified time.  The contract placed no restriction upon the  defendant on the matter of obtaining the  sugar. He was  equally  at liberty to purchase it in  the market or  raise it himself. It may be true that  defendant owned a plantation and expected  to raise the  sugar himself, but he did not limit his obligation to his own crop  of sugar.  Our conclusion is  that the condition which the  defendant seeks to add to the contract by parole evidence cannot be  considered.  The rights of the parties must be determined by the writing itself."

In  III  Moran's Notes on the Rules of Court  (2nd ed.),. pp. 178-179, it is stated:

"Prior and contemporaneous collateral agreements; general rule. When an agreement has been reduced to writing, can any of the parties thereto, by parole evidence, prove oral stipulation  prior to, or contemporaneous with, such agreement which may in any way affect the writing?  Where the  parties have reduced  their agreement to writing they are presumed to have intended the writing as the only evidence of their agreement, and, therefore,  they  are  supposed to have embodied therein all the terms of such agreement.  Consequently, all prior or contemporaneous  collateral stipulations which the parties might have had and do not appear in the  writing, are presumed to have been waived or abandoned by them, and, therefore, not provable.  The rule is thus stated: 'Where parties merge all prior negotiations and agreements in a writing, intending to make that the repository of their final understanding, evidence of such prior negotiations  and  agreements  will be rejected as immaterial" (Galpin  vs Atwater, 29 Conn. 93, 97; Caulfield vs. Hermann, 64 Conn. 325, 327; Brosty vs.  Thompson, 79  Conn. 133).  'What was said  during  the negotiations of  the contract or at  the  time of its execution must be excluded on the grdund that the parties have made the writing; the only repository and memorial of the truth, and whatever is  not found in the writing must be understood  to have been waived and abandoned' (Van Syckel vs.  Dalrymple, 32 N.J. Eq. 233)".

Anyway, as counsel for defendant observes, Lee Ng did not go as far  as saying that F. C. Bailey bound and committed himself or defendant Bank  to  make such refund upon  the happening of  the alleged contemplated  events he just stated that it was  all a  "talk",  and  in fact  he admitted  "not to remember if there  was a stipulation." In his deposition  (Exhibit 37),  F. C.  Bailey  vigorously denied and contradicted the declaration of defendant's submanager and  specifically stated:

"I can say positively that there was no  talk or discussion between Lee Ngan and  me, or between  the plaintiff  Chiu Chiong & Co., Inc., and  the National City  Bank, the defendant, as Lee Ngan  has testified, that there would be any refund of any of the payments..

There was no agreement that if the Supreme Court of the Philippines  should decide that  payments against  pre-war obligations in occupation currency were declared valid  the note would become null and that all the payments would be refunded.

In addition to my memory regarding this incident I can say that there was  no talk or agreement to the  effect  that we,  the  Manila Branch, would make refund because the policy of  the Bank  as laid down by our head office and followed by the Manila Branch was that we in the branch were to  arrange for a definite and unqualified settlement  of the pre-war obligations in every  instance."

But even if plaintiff's secondary  evidence to  establish the aforementioned understanding were admissible, yet the circumstances surrounding and  subsequent  to the signing and issuance of the  promissory  note in question militate against the  existence  of  the  questioned  agreement.  In the first place plaintiff itself admitted in  paragraphs 6 and 8  of its complaint that  in  September,  1945:

"The  plaintiff  through  its  manager  went to the office  of the defendant and requested the latter that  the firm be granted by the defendant  new  credit facilities but defendant did not accede to the request  of the plaintiff unless said  plaintiff  (would)  submit an  up-to-date balance sheet corresponding to its  pre-war  obligation . . ."

but that  late in 1946 or early  1947

"the plaintiff executed and signed a promissory note in favor of the defendant  to deposit the total sum of Fifty thousand one hundred forty-three  pesos and forty-two centavos  (P50,143:42) covering the sum of P46,074.17  pre-war obligations  of the plaintiff as  shown in a  statement dated April 29, 1947, a  copy  of  which is  hereto attached and marked  Annex F, plus an additional  sum of P4,069.25, as accrued interests covering the period from June 28, 1945, up to April 29, 1947 . . ."

plaintiff  giving as cause  for executing  and  signing  the promissory note so

"that he be  granted new credit facilities by the defendant because without such promissory note said defendant would not grant any credit facilities to the plaintiff and that would paralyze the business of the plaintiff."

The validity of  the  payments  made by plaintiff to the Bank of  Taiwan,  Ltd.,  in settlement of its pre-war obligation to the defendant  Bank is not denied or questioned by the latter, but as it did not in fact receive any money thus paid by plaintiff to the Bank of Taiwan, it naturally contends that it suffered  thereby the corresponding loss. Consequently, when plaintiff wanted to renew commercial transactions with the defendant the latter refused to grant to the former any credit, facilities unless and until plaintiff would indemnify it for  said loss.  Of course, plaintiff did not like this but had finally to yield to defendant's demand because that was the only way to secure new credit facilities from  defendant and avoid the greater  damage that would result from the  paralyzation  of  its business.  We can infer from the averments of the complaint that plaintiff preferred to lose something in order to obtain further gains in his business rather than lose everything by having said business paralyzed.   It is thus seen that the issuance of the promissory  note  for the payment of the aggregate sum of P48,298.13  plus  interests thereon, which amounted to P3,238.78, or a  total  of P51,536.91, was for a  licit and valid consideration.

In  the  second place,  the  act of the plaintiff company in continuing the payment of its pre-war obligation to defendant Bank for nearly two years after the former learned of the  doctrine  laid down  by this  Court in the  aforementioned case of Haw Pia, logically leads Us to believe that the story of plaintiff's manager was an eleventh hour attempt to obtain from defendant the refund of the amount they were pressed to pay to the latter  in order  to avoid paralyzation of their business.  Lee Ng testified  in  court as follows:                                                                                                                                                 

"Q.	You  mentioned the decision of the court validating the payments made during the Japanese occupation of pre-war obligations. Did you have in your mind  the  Haw Pia case  against  the China Banking Corporation?
A.	Yes, sir.
Q.	That  decision was promulgated on April 9, 1948 and it was published in  the  newspapers?
A.	Yes, sir. *           *           *           *           *           *
Q.	Did you read it in the newspapers?  It was widely published in the Manila newspapers.
A.	It was published, but I think that I did not read it on that date of the decision.  The exact date, I did not notice it.  I do not remember the  date.
Q.	But how  many days after did you read it in the newspapers?
A.	I cannot  remember exactly how many days it was.
Q.	More  or  less,  how many weeks or months after did you read it in the newspapers?
A.	I think after  several months, 3 or 4 months after.
Q.	You read it S or 4 months after, that is, about August, 1948, is that correct?
A.	Yes, sir."  (Hearing of April  1, 1953, t.s.n. pp. 4, 6-7.)

As appellant's counsel indicates, it is obvious that had plaintiff and defendant company "talked" about the refund of sums that plaintiff might  have paid on its promissory note  in the event that this  Court would  declare  valid the  payments of  pre-war obligations  made  during  the Japanese occupation, as claimed by Lee Ng, plaintiff would not have made any further payment to defendant  beginning the month of September, 1948, when its manager, Lee Ng, learned of the decision of  the Supreme Court in the Haw Pia case, to May, 1950, when  the pre-war obligations of plaintiff to defendant  Bank was fully satisfied, and would have immediately  instituted  an action against  defendant for  the recovery of all the  sums of  money that it had paid to defendant  from May, 1947, to August, 1948 (Exhibits B, B-l to  B-30),  without waiting for  four  long years, or until October 29, 1952, to file the complaint herein.

The fact that plaintiff continued  paying defendant the monthly installments that became due on its promissory note from August, 1948, to May, 1950, is the best  proof that the present  action is totally groundless.   Moreover, as held by this Court:

"In the management of property  where a principal receives from an agent periodical statements of account and, knowing all the facts in the case,  repeatedly agrees to the correctness  thereof and approves the same, the result  in  a species of  contract between the parties which  can  only be set aside upon grounds similar to those upon which any  other  contract  may  be  annulled  or  rescinded." (Ojinaga vs. Estate of Perez,  9 Phil., 185).

"The plaintiff,  with  full knowledge of all  the data  and items appearing in the account rendered by the  defendant, her agent, accepted and  approved said account.  Held, that the plaintiff is estopped from setting out any subsequent claim as to the account thus approved."  (Lucia et al. vs. Perez, 6 Phil.,  290.)

"Against  the validity and  efficacy of obligations set forth in authentic documents, whether of a public or  a private nature,  neither any plea  not duly justified nor  the  testimony  given by  the  parties bound under such documents can prevail against the contents of the same, because it is not lawful  to permit  anyone to contradict his own  acts  in  order  to deceive himself or  to  deceive others in whose favor the  obligations  were  created."   (Hijos  de  I.  de la Rama vs.  Robles, 8 Phil., 712.)

In Bismorte vs. Aldecoa & Co., 17 Phil.,  480, this  Court adopted in toto  the following rule laid down by  the U. S. Supreme Court  in Daniels vs. Tearney,  102 U. S., 415:

"A suit was brought  by Tearney and Wilson, executors of Collin C. Porter.  The complaint set forth that the defendants on the 1st day of June, 1861, made their joint  and several bond whereby .they bound themselves to pay to the plaintiff a certain specified sum of money when requested, and  that  there was a condition affixed to the bond  which was 'That,  whereas  on  the  25th  day of  March, 1861, a writ fieri  facias was issued from the clerk's office  in  the name of Porter against one Daniels for a certain sum of  money with interest from the 2nd day of June,  1860  and costs; if,  therefore,  the  said Daniels should  pay  the  debt,  interest,  and costs when the  operation of the ordinance before mentioned should cease, then the obligation to be void,  otherwise  to be in  full force.  In April, 1861, a convention  of  the State of  Virginia passed an ordinance of  cessation, and on the  30th of that month a law entitled 'An ordinance  to  provide against the sacrifice of property  and to suspend proceedings in certain  cases'.  It was under this law or ordinance  that the bond sued upon was given.  When this suit was brought the defendants pleaded,  among  other things,  the  unconstitutionally of that statute  and ordinance.  This law was held by the Supreme Court of the United States to be directly repugnant to  the constitutional provisions  which forbid  the  impairment  of contracts  by State laws.  It  also,held that the  bond  sued  upon, as  a  statutory instrument, was likewise  void, but held  that  the defendants were estopped from raising the question of the validity of the statute and bond, the  court saying:

'The principle  of  estoppel  thus applied has  its  foundation  in a wise and  salutory  policy.  It is  a means of  repose. It promotes fair dealing.  It cannot be made an instrument of wrong or oppression, and it often gives triumph to right and justice, where nothing else known to  our  jurisprudence can, by its operation, secure those ends.  Like the statute of limitations, it is a conservator,  and without  it  society would  not  well go on.'"

In this same case of Bismorte vs.  Aldecoa & Co., supra, the Court stated the following:

"The Court  in quoting  from the case of Ferguson  vs. Landram (5  Bush-Ky.-230) cited in the above case, said:

'Upon what  principle of exalted equity shall a man be permitted to receive a valuable consideration through a statute, procured by Ms own consent or subsequently sanctioned by him, or from which lie derived an interest and consideration and then keep the consideration, and repudiate the statute?

It is a principle of  law of universal application  (and as just as it is general) that admissions, whether of law or of fact, which have been  acted upon by  others are considered against the party jnaking them, in all cases between him  and the  person whose conduct he has  thus influenced;  and the  principle is founded upon .grounds of public policy  that a  man  shall  not be  permitted to repudiate his own representations."   (Toppan vs. Cleveland C. & C. R. Co., Fed. Cas.  No. 14099 Bismorte vs. Aldecoa &  Co., 17 Phil., 486-87.).

We could still adduce many other  facts and  authorities against plaintiff's  theory, but we  feel that the foregoing considerations are  more  than  sufficient   to  disprove  its pretension.

With regard to the second proposition, we are of  the opinion and  so hold that  defendant's counterclaim in the sum of P6,000 for and as attorney's fees should also be dismissed.

Wherefore,  the  decision  appealed  from is  hereby  reversed and judgment is entered dismissing both plaintiff's complaint and defendant's counterclaim, with costs against plaintiff-appelle.  It is so ordered.

Paras,  C.  J.,  Bengzon, Padilla, Montemayor,  Bautista Angelo, Labrador,  Concepcion,  Reyes, J. B. L.,  and  Endencia, JJ., concur.