COMMUNICATION MATERIALS AND DESIGN, INC Et Al Vs - CA
COMMUNICATION MATERIALS AND DESIGN, INC Et Al Vs - CA
COMMUNICATION MATERIALS AND DESIGN, INC Et Al Vs - CA
I S S U E :1. Di d t h e P h i l i p p i n e c o u r t a c q u i r e j u r i s d i c t i o n o v e r t h e
person of the petitioner corp, despite allegations of lack
o f capacity to s u e b e c a u s e o f n o n - r e g i s t r a t i o n ?
2. Can the Philippine court give due course to the suit or dismiss
it, on the principle of forum non convenience?
HELD pe t i t i o n d i s m i s s e d . 1 . Y E S ; W e a r e p e r s u a d e d t o c o n c l u d e
that ITEC had been “engaged in” or “doing business” in the
P h i l i p p i n e s f o r some time now. This is the inevitable result after a
scrutiny of the different contracts and agreements entered in toby
ITEC with its various business contacts in the country. Its
arrangements, with these entities indicate convincingly that ITEC is
actively engaging in business in the country. A f o r e i g n c o r p o r a t i o n
doing business in the Philippines may sue in Philippine Courts
although not authorized to do business here against
a Philippine citizen or entity who had contracted with
and benefited by said corporation. To put it in another way, a
party is estopped to challenge the personality of a
corporation after having acknowledged the same by entering
into a contract with it. And the doctrine of estoppel to deny
corporate existence applies to a foreign as well as
to domestic corporations. One who has dealt with a
corporation of foreign origin as a corporate entity is
e s t o p p e d t o d e n y i t s c o r p o r a t e e x i s t e n c e a n d c a p a c i t y . In
Antam Consolidated Inc. vs. CA et al. we expressed our chagrin over
this commonly used scheme of defaulting l o c a l c o m p a n i e s w h i c h
are being sued by unlicensed foreign companies not engaged
i n b u s i n e s s i n t h e P h i l i p p i n e s t o invoke the lack of capacity to
sue of such foreign companies. Obviously, the same ploy is
resorted to by ASPAC to prevent the injunctive action filed by ITEC
to enjoin petitioner from using knowledge possibly acquired in
violation of f i d u c i a r y a r r a n g e m e n t s b e t w e e n t h e p a r t i e s . 2.
YES; Petitioner’s insistence on the dismissal of this action due to the
application, or non application, of the private international law rule
of forum non conveniens defies well-settled rules of fair play.
According to petitioner, the P h i l i p p i n e C o u r t h a s n o v e n u e
to apply its discretion whether to give cognizance or not to
t h e p r e s e n t a c t i o n , because it has not acquired jurisdiction over
the person of the plaintiff in the case, the latter allegedly having no
personality to sue before Philippine Courts. This argument is
m i s p l a c e d b e c a u s e t h e c o u r t h a s a l r e a d y a c q u i r e d jurisdiction
over the plaintiff in the suit, by virtue of his filing the original complaint. And as we
have already o b s e r v e d , p e t i t i o n e r i s n o t a t l i b e r t y t o q u e s t i o n
plaintiff’s standing to sue, having already acceded to
t h e s a m e b y virtue of its entry into the Representative Agreement
referred to earlier. Thus, having acquired jurisdiction, it is now for
the Philippine Court, based on the facts of the case, whether to give
due course to the suit or dismiss it, on the principle of forum non
convenience. Hence, the Philippine Court mayrefuse to assume
jurisdiction in spite of its having acquired jurisdiction.
Conversely, the court may assume jurisdiction over the case if it
choses to do so provided that the following requisites are met: (a)
that the Philippine courts would be the court to which the parties
would conveniently resort to. (b)that the Philippine courts is in a
position to make an intelligent decision as to the law and the facts.
(c)that the Philippine court has or is likely to have power to enforce
its decisions.