FACTS:

Phoenix Ready Mix Concrete Development and Construction, Inc. (Phoenix) delivered ready-mix concrete to Encarnacion Construction & Industrial Corporation (ECIC) for the construction of the Valenzuela National High School (VNHS) Marulas Building. However, ECIC refused to pay the amount due, arguing that the delivered concrete was substandard, which led to additional expenses for the demolition and reconstruction of the VNHS building's 3rd floor. Phoenix filed a complaint against ECIC for the sum of money, while ECIC filed a counterclaim. The Regional Trial Court (RTC) ruled in favor of Phoenix, ordering ECIC to pay the amount due and dismissing ECIC's counterclaim. ECIC appealed to the Court of Appeals (CA), but the CA affirmed the RTC ruling, holding ECIC liable for payment. ECIC then filed a petition for review on certiorari before the Supreme Court, challenging the denial of its counterclaim. The main issue raised before the Court was whether the CA erred in denying ECIC's counterclaim for damages. The Court held that ECIC's arguments lack merit, affirming the ruling of the CA.

ISSUES:

1. Whether the Court of Appeals erred in denying ECIC's counterclaim for damages.

2. Whether the Agreement between ECIC and Phoenix is a contract of adhesion.

RULING:

1. The Court held that the Court of Appeals did not err in denying ECIC's counterclaim for damages. The Court also held that the Agreement between ECIC and Phoenix is not a contract of adhesion.

PRINCIPLES:

• The failure to make any claim on the strength and quality of the delivered goods, as stated in the agreement, constitutes a waiver thereof on the part of the party.

• A contract of adhesion is one where one party imposes its terms and conditions on the other, usually in a standardized form, leaving the other party with no choice but to accept the terms.