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FACTS: Former bataan Petrochemical Corporation BPC, now Luzon Petrochemical Corporation, formed by a group of Taiwanese investors, was granted by the BOI to have its plant site for the products ―naphta cracker‖ and ―naphta‖ to based in Bataan. In February 1989, one year after the BPC began its production in Bataan, the corporation applied to the BOI to have its plant site transferred from Bataan to Batangas. Despite vigorous opposition from petitioner Cong. Enrique Garcia and others, the BOI granted private respondent BPC’c application, stating that the investors have the final choice as to where to have their plant site because they are the ones who risk capital for the project. ISSUE: Whether or not the BOI committed a grave abuse of discretion in yielding to the application of the investors without considering the national interest
RULING: The Supreme Court found the BOI to have commited grave abuse of discretion in this case, and ordered the original application of the BPC to have its plant site in Bataan and the product naphta as feedstock maintained. The ponente, Justice Gutierez Jr., first stated the court’s judicial power to settle actual controversies as provided for by section 1 of Article VII in our 1987 Constitution before he wrote the reasons as to how the Court arrived to its conclusion. He mentioned that nothing is shown to justify the BOI’s action in letting the investors decide on an issue which, if handled by our own government, could have been very beneficial to the state, as he remembered the word of a great Filipino leader, to wit: ―he would not mind having a government run like hell by Filipinos than one subservient to foreign dictation.‖
Justice Grino Aquino, in her dissenting opinion, argued that the petition was not well-taken because the 1987 Investment Code does not prohibit the registration of a certain project, as well as any decision of the BOI regarding the amended application. She stated that the fact that petitiober disagrees with BOI does not make the BOI wrong in its decision, and that petitioner should have appealed to the President of the country and not to the court, as provided for by Section 36 of the 1987 Invesment Code.
ENRIQUE GARCIA VS EXECUTIVE SECRETARY FACTS: On 27 November 1990, Cory issued Executive Order 438 which imposed, in addition to any other duties, taxes and charges imposed by law on all articles imported into the Philippines, an additional duty of 5% ad valorem. This additional duty was imposed across the board on all imported articles, including crude oil and other oil products imported into the Philippines. In 1991, EO 443 increased the additional duty to 9%. In the same year, EO 475 was passed reinstating the previous 5% duty except that crude oil and other oil products continued to be taxed at 9%. Garcia, a representative from Bataan, avers that EO 475 and 478 are unconstitutional for they violate Sec 24 of Art 6 of the Constitution which provides: ‖ All appropriation, revenue or tariff bills, bills authorizing increase of the public debt, bills of local application, and private bills shall originate exclusively in the House of Representatives, but the Senate may propose or concur with amendments.‖ He contends that since the Constitution vests the authority to enact revenue bills in Congress, the President may not assume such power of issuing Executive Orders Nos. 475 and 478 which are in the nature of revenue-generating measures. ISSUE: Whether or not EO 475 and 478 are constitutional. HELD: Under Section 24, Article VI of the Constitution, the enactment of appropriation, revenue and tariff bills, like all other bills is, of course, within the province of the Legislative rather than the Executive Department. It does not follow, however, that therefore Executive Orders Nos. 475 and 478, assuming they may be characterized as revenue measures, are prohibited to the President, that they must be enacted instead by the Congress of the Philippines. Section 28(2) of Article VI of the Constitution provides as follows: ―(2) The Congress may, by law, authorize the President to fix within specified limits, and subject to such limitations and restrictions as it may impose, tariff rates, import and export quotas, tonnage and wharfage dues, and other duties or imposts within the framework of the national development program of the Government.‖ There is thus explicit constitutional permission to Congress to authorize the President ―subject to such limitations and restrictions as [Congress] may impose‖ to fix ―within specific limits tariff rates and other duties and impost.
Simultaneously. EP 93-219. pursuant to Article 39 (a) (1) (ii) of Executive Order No. petitioner received BOI’s letter denying its motion for reconsideration.O. petitioner filed a petition for review before the Court of Appeals. EP 93 -219 was extended up to 12 August 2000. Petitioner elevated the matter to the Office of the President. respondent BOI informed petitioner that the ITH previously granted would be applicable only to the period from 13 August 1999 to 21 October 1999 or before petitioner’s transfer to a ―not less -developed area.PHILIPS SEAFOOD CORPORATION VS BOARD INVESTMENTS FACTS: Phillips Seafood is registered with respondent Bureau of Investments (BOI) as an existing and expansion producer of soft shell crabs and other seafood products. it filed with BOI an application for registration. After respondent BOI filed its comment on the petition. on a non-pioneer status under Certificate of Registration No. Petitioner’s Certificate of Registration No. Petitioner received a copy of the order on 01 April 2005. When Phillips relocated its plant to Roxas City. The Office of the President likewise denied petitioner’s motion for reconsideration in an Order dated 14 March 2005. which dismissed petitioner’s appeal on the ground of lack of jurisdiction in a Decision dated 22 September 2004. questioning the dismissal of its appeal before the Office of the President. In effect. which the latter granted. the appellate court dismissed the petition for review for having been filed out of time as petitioner opted to appeal to the Office of the President instead of filing a Rule 43 petition to the Court of Appeals within the reglementary period.‖ Petitioner wrote respondent BOI requesting for a reconsideration of its decision. ISSUE: Did the Court of Appeals err in denying the petition for review for having filed out of time? NO RULING: Indeed.O No. the Court of Appeals rendered the first assailed resolution denying petitioner’s omnibus motion and dismissing its petition for review. when the action or decision pertains to either of these two instances: first. The appella te court denied petitioner’s omnibus motion on the ground that the same was filed with intent to delay the case. On 03 May 2004. 226. Petitioner changed its corporate name from PS-Masbate to its current name of Phillips Seafood (Philippines) Corporation. petitioner filed an omnibus motion asking for leave to file an amended petition to counter the issues raised in the comment for the first time and to suspend the period for filing a reply. On 24 May 2006. under E. in the decisions of the BOI over controversies concerning the implementation of the relevant provisions of E. 226 that may arise between . On 05 April 2005. which was approved by respondent BOI on 16 February 2001. 226. In a letter dated 25 September 2003.
Nevertheless.registered enterprises or investors and government agencies under Article 7. No. Expresio unius est exclusio alterius. BIR did not immediately act on the . the denial of petitioner’s application for an ITH is not within the cases where the law expressly provides for appellate recourse to the Office of the President. petitioner should have elevated its appeal to the Court of appeals under rule 43. Appeals from judgments and final orders of quasi-judicial agencies are now required to be brought to the Court of Appeals on a verified petition for review. and sale of various mineral products.O. applies to specific instances. E. controversies between a registered enterprise and a government agency and decisions concerning the registration of an enterprise. Article 82 of E. filed claims with the BIR for refund/credit of input VAT on its purchases of capital goods and on its zero-rated sales in the taxable quarters of the years 1990 and 1992. This enumeration is exclusive so that other controversies outside of its purview. In relation to Article 82. 22 is the catch-all provision allowing the appeal to the courts from all other decisions of respondent BOI involving the other provisions of E. petitioner appealed to the Office of the President. No. 226. in an action of the BOI over applications for the Office of the President is available. E. From the letter dated 09 October 2003 of respondent BOI.O. save in cases mentioned under Articles 7 and 36. which informed petitioner that its ITH would be extended only from 13 August 1999 to 21 October 1999. under the requirements and conditions in Rule 43 which was precisely formulated and adopted to provide for a uniform rule of appellate procedure for quasi-judicial agencies. Section 1 of Rule 43 of the 1997 Rules of Civil Procedure expressly includes respondent BOI as one of the quasi-judicial agencies whose judgments or final orders are appealable to the Court of Appeals via a verified petition for review. production. namely. The intendment of the law is undoubtedly to afford immediate judicial relief from the decision of respondent BOI. including petitioner’s entitlement to an ITH. Thus. which allows recourse to the Office of the President.O. ATLAS CONSOLIDATED MINING DEVT CORP vs. petitioner should have immediately elevated to the Court of Appeals the denial by respondent BOI of its application for an ITH. along with Article 7. 226 contains no provision specifically governing the remedy of a party whose application for an ITH has been denied by the BOI in the same manner that Articles 7 and 36 thereof allow recourse to the Office of the President in certain instances. No. a VAT-registered taxpayer engaged in mining. In the instant case. and second. 226 to justify its appeal to the Office of the President.O. CIR FACTS: Petitioner corporation. respectively.O. 226. Article 36. No. That being the case. a recourse that is not sanctioned by either the Rules of Civil Procedure or by the Omnibus Investments Code of 1987. can invoke only the appellate judicial relief provided under Article 82. No. Petitioner cannot invoke Article 36 of E.
matter prompting the petitioner to file a petition for review before the CTA. are effectively considered as foreign territory. The said PD was issued in order to suspend for one year the requirement that in order for companies to validly operate in the country it must be compose of at least 60% Filipino. as being violative of the . contends that CTA failed to consider the following: sales to PASAR and PHILPOS within the EPZA as zero-rated export sales. the 1981 Investment Priorities Plan and EO 676. and thus. 1994). on the other hand. 1993. evaluated and audited by said CPA should substantiate its claims. The Sol-Gen commented that NEPA et al have no personality and standing to sue in the absence of an actual controversy concerning the enforcement of the PD in question. Marcos issued PD 1789 and some other PDs. ISSUE: Whether or not the requisites for judicial review are met. NATIONAL ECONOMIC PROTECTIONISM ASSOCIATION VS ONGPIN FACTS: After the lifting of martial law in 1981. The latter denied the claims on the grounds that for zero-rating to apply. for tax purposes. Although the Court agreed with the petitioner corporation that the two-year prescriptive period for the filing of claims for refund/credit of input VAT must be counted from the date of filing of the quarterly VAT return. It is regarded as in derogation of the sovereign authority. The petitioner. and that the certification of the independent CPA attesting to the correctness of the contents of the summary of suppliers’ invoices or receipts examined. that the same were not filed within the 2-year prescriptive period (the claim for 1992 quarterly returns were judicially filed only on April 20. ISSUE: Did the petitioner corporation sufficiently establish the factual bases for its applications for refund/credit of input VAT? HELD: No. 70% of the company's sales must consists of exports. and that petitioner failed to submit substantial evidence to support its claim for refund/credit. the 2-year prescriptive period should be counted from the date of filing of the last adjustment return which was April 15. it still denies the claims of petitioner corporation for refund of its input VAT on its purchases of capital goods and effectively zero-rated sales during the period claimed for not being established and substantiated by appropriate and sufficient evidence. NEPA assailed the said PD averring that as taxpayers and Filipinos they will be greatly adversed by such PD. The taxpayer who claims for exemption must justify his claims by the clearest grant of organic or statute law and should not be permitted to stand on vague implication. Tax refunds are in the nature of tax exemptions. and should be construed in strictissimi juris against the person or entity claiming the exemption. and that sales to PASAR and PHILPOS inside the EPZA are taxed as exports because these export processing zones are to be managed as a separate customs territory from the rest of the Philippines. HELD: NEPA et al question the constitutionality of Secs 1 and 3 of PD 1892 in relation to PD 1789. and not on every end of the applicable quarters.
petron filed a protest letter regarding said assessment. The CIR issued an assessment against Petron for deficiency excise taxes for the taxable years 1995 to 1998 based on the ground that the TCCs utilized by petitioner in its payment of excise taxes have been cancelled by the DOF for having been fraudulently issued and transferred. The power of courts to declare a law unconstitutional arises only when the interests of litigants require the use of that judicial authority for their protection against actual interference. The TCCs had a Liability Clause which provided: Both the TRANSFEROR and the TRANSFEREE shall be jointly and severally liable for any fraudulent act or violation of the pertinent laws. march 21. Petron filed a petition before the CTA contending that the assignment/transfer of the TCCs to petitioner by the TCC holders was submitted to. was an assignee of several Tax Credit Certificates (TCCs) from various BOI-registered enterprises for the taxable years 1995-1998. 1983 to Dec 4. 185568. No actual conflict has been alleged wherein the petitioner could validly and possibly say that the increase in foreign equity participation in non-pioneer areas of investment from the period of Dec 2. rules and regulations relating to the transfer of this TAX CREDIT CERTIFICATE. earnest. and as necessity in the determination of real. The authority to pass on the validity of statutes is incidental to the decision of such cases where conflicting claims under the Constitution and under a legislative act assailed as contrary to the Constitution are raised. real increase in foreign investment. exploitation of the country’s natural resources by foreign investors under the decrees. Construing the Warrant of Distraint and/or Levy as the final adverse decision of the BIR on its protest of the assessment. GR No. In 2002. It is legitimate only in the last resort. CIR vs. the CIR served a Warrant of Distraint and/or Levy on petitioner to enforce payment of the tax deficiencies. Sometime in 1999. 1984 had any direct bearing on them. a hypothetical threat being insufficient. Bona fide suit.due process and equal protection clauses of the 1973 Constitution as well as Secs 8 & 9 of Article 14 thereof. and vital controversy between litigants. 2002. 2012 Facts: Petron. Yet. not even one of the petitioners has been adversely affected by the application of those provisions. and seek to prohibit Ongpin from implementing said laws. Petron Corporation. Thus. a Board of Investment (BOI)-registered enterprise. Petron subsequently utilized said TCCs to pay its excise taxes for said taxable years. examined and approved by the concerned government . unfair competition with Philippine nationals. such as considerable rise in unemployment. On January 30. hypothetical issue which is in effect a petition for an advisory opinion from the SC. Judicial power is limited to the decision of actual cases and controversies. a post-audit of said TCCs was conducted by the DOF. Subsequently. Petitioners advance an abstract. The DOF found that said TCCs were fraudulently obtained by the transferors and subsequently the same was fraudulently transferred to Petron. The TCCs and the TDMs were cancelled by reason of fraud.
The CTA Second Division ruled for the CIR. with the use of the TCCs. and (2) it must be revalidated thereafter or be otherwise considered invalid. Under the said regulation. Upon approval of the deed. The processing of a TCC is entrusted to a specialized agency called the ―One -StopShop Inter-Agency Tax Credit and Duty Drawback Center‖… to expedite the processing and approval of tax credits and duty drawbacks. a TCC may be used by the grantee or its assignee in the payment of its direct internal revenue tax liability. reversed the CTA 2nd Division decision. when due. the Center will issue a DOF Tax Debit Memo (DOF-TDM). and 3) the transferee shall strictly use the TCC for the payment of the assignee’s direct internal revenue tax liability and shall not be convertible to cash. Issue: Is Petron still liable to pay its excise taxes? Held: PETRON’S NON-PARTICIPATION IN FRAUDULENT ACTS RR 5-2000 prescribes the regulations governing the manner of issuance of TCCs and the conditions for their use. which will be utilized by the assignee to pay the latter’s tax liabilities for a specified period. Thus. This act of the BIR signifies its acceptance of the TCC as payment of the assignee’s excise taxes. Upon surrender of the TCC and the DOF-TDM. revalidation and transfer. It may be transferred in favor of an assignee subject to the following conditions: 1) the TCC transfer must be with prior approval of the Commissioner or the duly authorized representative. 2) the transfer of a TCC should be limited to one transfer only. it is apparent that a TCC undergoes a stringent process of verification by various specialized government agencies before it is accepted as pa yment of an assignee’s tax liability… The CIR had no allegation that there was a deviation from the process for the . A TCC may be assigned through a Deed of Assignment. A TCC is valid only for 10 years subject to the following rules: (1) it must be utilized within five (5) years from the date of issue. the corresponding Authority to Accept Payment of Excise Taxes (ATAPET) will be issued by the BIR Collection Program Division and will be submitted to the issuing office of the BIR for acceptance by the Assistant Commissioner of Collection Service. based on the following on the ground that Petron was considered an innocent transferee of the subject TCCs and may not be prejudiced by a re-assessment of excise tax liabilities that respondent has already settled. Petron appealed the decision to the CTA En banc which. in turn. which the assignee submits to the Center for its approval.agencies which processed the assignment in accordance with law and revenue regulations and that the assessment and collection of alleged excise tax deficiencies sought to be collected by the BIR against petitioner through the January 30. 2002 letter are already barred by prescription.
As correctly noted by the CTA En Banc. is invalid and therefore never became effective for the concurrence of the Court was no sought in its enactment. questions concerning where and in what manner the appeal can be brought are only matters of procedure which this Court hast he power to regulate. 1987). Art 82 of EO 226. ISSUE: Was the Court correct in sustaining the appellate jurisdiction of the CA in decisions from the Board of Investments? HELD: Yes. Thus.although the right to appeal granted by Art 82 of EO 226 is a substantive right whi ch cannot be modified by a rule of procedure. EO 226 was promulgated after the 1987 Constitutiontook effect February 2. The SC later promulgated. herein parties jointly stipulated before the Second Division in CTA Case No. SC’s Second Division. 1-91 which confirmed that jurisdiction of the CA over appeals from the decisions of the BOI. Petitioner now move to reconsider and question the Second Division’s ruling which provided: ―…. which provides for increasing the appellate jurisdiction of the SC.approval of the TCCs. under its rule-making power. having been made by the parties in a stipulation of facts at pretrial. nonetheless. This stipulation of fact by the CIR amounts to an admission and. the Omnibus Investments Code of 1981 as . accordingly sustained the appellate jurisdiction of the CA in this present case. is treated as a judicial admission… Petron had the right to rely on the joint stipulation that absolved it from any participation in the alleged fraud pertaining to the issuance and procurement of the subject TCCs. the Omnibus Investments Code of 1987 (EO 226) was promulgated which provided in Art 82 thereof that such appeals be directly filed with the SC. Circular No. That petitioner (Petron) did not participate in the procurement and issuance of the TCCs. relying on said Circular. 1987.‖ They contend that Circular No. 191 (a rule of procedure) cannot be deemed to have superseded Art 82 of EO 226 (a legislation). Thus. FIRST LEPANTO CERAMICS VS CA FACTS: The Omnibus Investments Code of 1981 as amended provided that appeals from decisions of the Board of Investments (BOI) shall be the exclusive jurisdiction of the CA. which Petron used as payment to settle its excise tax liabilities for the years 1995 to 1998. which TCCs were transferred to Petron and later utilized by Petron in payment of its excise taxes. any merit in the position of CIR on this issue is negated by the Joint Stipulation it entered into with Petron in the proceedings before the said Division. Just a few monthsafter the 1987 Constitution took effect (July 17. 6423 as follows: 13. Further.
O.e.amended still stands. however. RULING: YES. FIRST LEPANTO v. It did not make an incursion into the substantive right to appeal. 226 cannot be validly repealed by Circular 1-91 because the former grants a substantive right which is prohibited under the Constitution. B. Oppositor Mariwasa filed a petitioner for review with the CA.O. 226) because the Code. 82 of the Omnibus Investments Code of 1987 (E. Circular 1-91 effectively repealed or superseded Article 82 of E. Mariwasa has lost its right to appeal. These simply deal with procedural aspects which this Court has the power to regulate by virtue of its constitutional rule-making powers.. 129’s objective is providing a uniform procedure of appeal from decisions of all quasi-judicial agencies for the benefit of the bench and the bar. Mariwasa counters that whatever inconsistencies that the Omnibus Investment Code and the Judiciary Reorganization Act have been resolved by SC Circular 1-91. fifteen (15) days from notice. CA grante d the preliminary injunction. 226 insofar as the manner and method of enforcing the right to appeal from decisions of the BOI are concerned. Although a circular is not strictly a statute or law. Petitioner's contention is that Circular No. which President Aquino promulgated in the exercise of .P.O. Petitioner says that the CA has no jurisdiction as it is vested exclusively with the SC within 30 days from receipt of the decision pursuant to the Omnibus Investments Code and therefore. the force and effect of law according to settled jurisprudence The argument that Article 82 of E. The obvious lack of deliberation in the drafting of our laws could perhaps explain the deviation of some of our laws from the goal of uniform procedure which B. CA 237 SCRA 519 FACTS: This is a MR of the previous case.P. ISSUES: W/n Mariwasa correctly filed its appeal with the CA. 129 sought to promote. i. No. Circular 1-91 simply transferred the venue of appeals from decisions of this agency to respondent Court of Appeals and provided a different period of appeal. The exclusive jurisdiction on appeals from decisions of the BOI belongs to the CA. FIRST LEPANTO v. 191 cannot be deemed to have superseded art. CA 231 SCRA 30 FACTS: BOI granted petitioner’s application to amend its BOI certificate of registration by changing the scope of its registered product from ―glazed floor tiles‖ to ―ceramic tiles‖. it has.
with the result that it can never be deemed to have amended BPblg. 1987. Now. the present Constitution had taken effect. 82 of the 1987 Omnibus Investments Code. 129 S9. the entire assailed proclamation cannot be declared unconstitutional. the Court declared that the grant by Proclamation No. JOHN HAY PEOPLES ALTERNATION COALITION VS LIM FACTS: The controversy stemmed from the issuance of Proclamation No. When the Omnibus Investments Code was promulgated on July 17. RULING: YES (as in previous case). 129. increases the appellate jurisdiction of this Court. By then." This provision is intended to give the Supreme Court a measure of control over cases placed under its appellate jurisdiction. § 30 that "No law shall be passed increasing the appellate jurisdiction of the Supreme Court as provided in this Constitution without its advice and concurrence. Thus. Moreover. petitioners assailed the constitutionality of the proclamation. . its power to exempt being as broad as its power to tax. unless limited by a provision of the Constitution. that has the full power to exempt any person or corporation or class of property from taxation. this provision never became effective.legislative authority.P. 78 of the Omnibus Investment Code on Judicial Relief was thereafter amended by B. the other parts thereof not being repugnant to the law or the Constitution. VI. 420 by then President Ramos declaring a portion of Camp John Hay as a Special Economic Zone (SEZ) and creating a regime of tax exemption within the John Hay Special Economic Zone. is in the nature of a substantive act of Congress defining the jurisdiction of courts pursuant to Art. Where part of a statute is void as contrary to the Constitution. VIII. In the present petition. art. The delineation and declaration of a portion of the area covered by Camp John Hay as a SEZ was well within the powers of the President to do so by means of a proclamation. § 2 of the Constitution. however. 3 by granting in § 9 thereof exclusive appellate jurisdiction to the CA over the decisions and final orders of quasijudicial agencies. However. Blg. the right to appeal from the decisions and final orders of the BOI to the Supreme Court was again granted. Since it was enacted without the advice and concurrence of this Court. Art. For the indiscriminate enactment of legislation enlarging its appellate jurisdiction can unnecessarily burden the Court and thereby undermine its essential function of expounding the law in its most profound national aspects. 4 The Constitution now provides in Art. ISSUES: Same issue as in the first FIRST LEPANTO case. 420 of tax exemption and other privileges to the John Hay SEZ was void for being violative of the Constitution. The challenged grant of tax exemption would circumvent the Constitution's imposition that a law granting any tax exemption must have the concurrence of a majority of all the members of Congress. by providing for direct appeals to the Supreme Court from the decisions and final orders of the BOI. The Court also held that it is the legislature. the claimed statutory exemption of the John Hay SEZ from taxation should be manifest and unmistakable from the language of the law on which it is based.
SCHMID & OBERLY.Claravall and Lilia G. the generators were found to be factory defective. The grant by the law on local government units of the right of concurrence on the bases' conversion is equivalent to vesting a legal standing on them.. the . vs. Schmid and Oberly sells electrical generators with the brand of ―Nagata‖. As to the second sale. Thus. Certainly then. an interest in issue affected by the proclamation and not merely an interest in the question involved or an incidental interest. 3 were shipped to Japan and the remaining 9 were not replaced. 420 is the very economic and social existence of the people of Baguio City. Later.while another part is valid. the valid portion. 420. Schmid replaced the 3 generators subject of the first sale with generators of a different brand. asking for rescission of the contract and that Schmid be ordered to accept the generators and be ordered to pay back the purchase money as well as be liable for damages. In the course of its business. it needed electrical generators for the operation of its business. Issue: WON the petitioners have legal standing to bring the petition RULING: YES. 7227 expressly requires the concurrence of the affected local government units to the creation of SEZs out of all the base areas in the country.. being inhabitants of Baguio. for it is in effect a recognition of the real interests that communities nearby or surrounding a particular base area have in its utilization. RJL MARTINEZ FACTS: RJL Martinez Fishing Corporation is engaged in deep-sea fishing. RJL informed the Schmid that it shall return the 12 generators. 3 were returned. Theirs is a material interest. Schmid opposes such liability averring that it was merely the indentor in the sale between Nagata Co.. petitioners Claravall and Yaranon. Nagata Co. the interest of petitioners.A. Second sale = 12 generators). RJL sued the defendant on the warranty. if separable from the invalid. 420 have legal standing to bring the present petition. the exporter and RJL Martinez. engaged in the local governance of Baguio City and whose duties included deciding for and on behalf of their constituents the question of whether toconcur with the declaration of a portion of the area covered by Camp John Hay as a SEZ. may stand and be enforced. as in the case at bar. as city officials who voted against the sanggunian Resolution No. Moreover. . D. (First sale = 3 generators. Yaranon were duly elected councilors of Baguio at the time. of Japan was Schmid’s supplier. Through an irrevocable line of credit. Ltd. petitioners Edilberto T. No. INC. Schmid advertised the 12 Nagata generators for sale and RJL purchased 12 brand new generators. Nagata shipped to the Schmid the generators and RJL paid the amount of the purchase price. 255 (Series of 1994)supporting the issuance of the now challenged Proclamation No. for what is at stake in the enforcement of Proclamation No. R. is personal and substantial such that they have sustained or will sustain direct injury as a result of the government act being challenged. a Japanese p roduct. in assailing the legality of Proclamation No.
evidences pointing to fact that Schmid is merely an indentor: a. The chief feature of a commercial broker and a commercial merchant is that in effecting a sale.‖ Even as SCHMID was merely an indentor.importer. they are merely intermediaries or middle-men. SCHMID informed NAGATA about the complaint of RJL. the letter from NAGATA CO. and (3) supplier who is usually a non-resident manufacturer residing in the country where the goods are to be bought. Schmid not having personally assumed any such warranty.‖ RJL admitted in its demand letter previously sent to SCHMID that 12 of 15 generators ―were purchased through your company. Schmid did not warrant the products. never acting in his own name but in the name of those who employed him. by procuring an order from RJL and forwarding the same to Nagata for which the company received a commission from Nagata. by indent order and three (3) by direct purchase. There are 3 parties to an indent transaction. under its contractual obligations it may be liable. ISSUES: 1) WON the second transaction between the parties was a sale or an indent transaction? INDENT TRANSACTION 2) Even is Schmid is merely an indentor. to SCHMID regarding the repair of the generators indicated that the latter was ―within the purview of a seller. for others. he is strictly a middleman and for some purpose the agent of both parties. it avers that is not liable for the seller’s implied warranty against hidden defects. (2) indentor. and act in a certain sense as the agent of both parties to the transaction. As mere indentor. c.‖ The evidence also show that RJL MARTINEZ paid directly NAGATA CO. After the generators were found to have factory defects. HELD: An indentor is a middlemen in the same class as commercial brokers and commission merchants. may it still be liable for the warranty? YES. The only participation of Schmid was to act as an intermediary or middleman between Nagata and RJL. it immediately asked RJL to send the defective generators to its shop to determine what was wrong. (1) buyer. was the real seller of the 12 generators. there was nothing to prevent it from voluntarily warranting that .. But in this case. on a commission. back to the Philippines. RJL MARTINEZ admitted that the generators were purchased ―through indent order. the negotiator between other parties. negotiating contracts relative to property with the custody of which he has no concern. b. A broker is generally defined as one who is engaged. for the generators. and that the latter company itself invoiced the sale and shipped the generators directly to the former. the Quotation and the General Conditions of Sale on the dorsal side thereof do not necessarily lead to the conclusion that NAGATA CO. SCHMID facilitated the shipment of three (3) generators to Japan and. after their repair. When RJL complained to SCHMID.
On 8 December 1997. mining equipment and facilities. Nowhere is it stated in the invoice that SCHMID warranted the generators against defects. MR Holding. Branch 26." and "Support and Standby Credit Agreement"). agreed to have its subsidiary corporation. To secure the loan.000.000. he may expressly obligate himself to undertake the obligations of his principal. if indeed it had so bound itself. a participating finance institution. its assigns and/or successors-in-interest all of its (Marcopper's) properties. Placer Dome.00 was sourced from ADB's ordinary capital resources.00 to finance the latter's mining project at Sta. ("Deed of Real Estate and Chattel Mortgage. SCHMID may be held answerable for some other contractual obligation. agreed to extend to Marcopper Mining Corporation (Marcopper) a loan in the aggregate amount of US$40. while the complementary loan of US$25.000. a foreign corporation which owns 40% of Marcopper. assumed Marcopper's obligation to ADB in the amount of US$18.000.450.. Marcopper likewise executed a "Deed of Assignment" in favor of MR Holdings. Cruz. Marinduque." both dated 4 November 1992. In other words. Notably.twelve (12) generators subject of the second transaction are free from any hidden defects. it appeared that on 7 May 1997. It was registered with the Register of Deeds on 12 November 1992. covering substantially all of its (Marcopper's) properties and assets in Marinduque. Balagtas testified initially that the warranty was in the receipts covering the sale. Hence. interests and obligations under the principal and complementary loan agreements. in fulfillment of its undertaking under the "Support and Standby Credit Agreement. (Placer Dome). RJL has failed to prove that MR HOLDINGS Ltd. As such agent. Ltd. When Marcopper defaulted in the payment of its loan obligation. executed a "Support and Standby Credit Agreement" whereby the latter. VS SHERIFF BAJAR FACTS: Under a "Principal Loan Agreement" and "Complementary Loan Agreement. Under its provisions. Solidbank Corporation (Solidbank) obtained a Partial Judgment against Marcopper from the RTC.. He again changed his mind and asserted that the warranty was given verbally.453.02. Marcopper executed in favor of ADB a "Deed of Real Estate and Chattel Mortgage" dated 11 November 1992. Marcopper assigns. in an "Assignment Agreement" dated 20 March 1997 ADB assigned to MR Holdings all its rights. Meanwhile.000. Consequently. As stated above. cedes and conveys to MR Holdings. Inc. nowhere in the Quotation is it stated therein that SCHMID did bind itself to answer for the defects of the things sold. Asian Development Bank (ADB). a multilateral development finance institution. therefore. ADB and Placer Dome.00 was funded by the Bank of Nova Scotia. an indentor is to some extent an agent of both the vendor and the vendee. transfers." and presumably to preserve its international credit standing. agreed to provide Marcopper with cash flow support for the payment of its obligations to ADB. . On even date. The principal loan of US$15.000.
" is silent as to what constitutes doing" or "transacting" business in the Philippines. Jandusay of the RTC.89. a complaint for reivindication of properties. to pay an amount equivalent to 10% of above-stated amount as attorney's fees. On 8 January 1999. and to pay the costs of suit. Upon Solidbank's motion. the performance of acts or works or the exercise of some of the functions normally incident to. Boac. In an Order dated 6 October 1998.970. and contemplates. sheriff. asserting its ownership over all Marcopper's mining properties. MR Holdings filed the Petition for Review on Certiorari.Manila. Having learned of the scheduled auction sale. MR Holdings commenced with the RTC of Boac. Ansaldo. (b) an injunction will amount "to staying the execution of a final judgment by a court of coequal and concurrent jurisdiction. Prohibition and Mandamus (CA-GR SP 49226). Branch 94. etc. and over all its stocks of scrap iron and unserviceable mining equipment. presided by Judge Leonardo P." The traditional case law definition has metamorphosed into a statutory definition. plus interest and charges until fully paid.." and (c) the validity of the "Assignment Agreement" and the "Deed of Assignment" has been "put into serious question by the timing of their execution and registration. otherwise known as "The Corporation Code of the Philippines. jurisprudence has supplied the deficiency and has held that the term "implies a continuity of commercial dealings and arrangements. the RTC of Manila issued a writ of execution pending appeal directing Carlos P. Marinduque. in Civil Case 96-80083. having been adopted with some qualifications in various . it being a foreign corporation doing business in the Philippines without license.756. equipment and facilities by virtue of the "Deed of Assignment. and sheriffs Bajar and Jandusay (Civil Case 98-13)." Upon the denial of its "Affidavit of Third-Party Claim" by the RTC of Manila.‖ HELD: Batas Pambansa 68." Unsatisfied." Thereafter. Bajar issued two notices of levy on Marcopper's personal and real properties. Bajar. Together with sheriff Ferdinand M. ordering Marcopper to pay Solidbank he amount if PHP 52. to require Marcopper "to pay the sums of money to satisfy the Partial Judgment. to that extent. the Court of Appeals rendered a Decision affirming the trial court's decision. MR Holdings served an "Affidavit of Third-Party Claim" upon the sheriffs on 26 August 1998. ISSUE: Whether MR Holdings' participation under the "Assignment Agreement" and the "Deed of Assignment" constitutes ―doing business. Bajar issued two notices setting the public auction sale of the levied properties on 27 August 1998 at the Marcopper mine site. MR Holdings elevated the matter to the Court of Appeals on a Petition for Certiorari. Marcopper. Marinduque. Fortunately. Judge Ansaldo denied MR Holdings' application for a writ of preliminary injunction on the ground that (a) MR Holdings has no legal capacity to sue. the purpose and object for which the corporation was organized. and in progressive prosecution of. with prayer for preliminary injunction and temporary restraining order against Solidbank.
In concluding that the "unmistakable intention" of MR Holdings is to continue Marcopper's business. and Republic Act 5455. long before MR Holdings assumed Marcopper's debt to ADB and became their assignee under the two assignment contracts. such as Republic Act 7042 (Foreign Investment Act of 1991).12 to ADB was more of a fulfillment of an obligation under the "Support and Standby Credit Agreement" rather than an investment. MR Holdings' payment of US$18. At this early stage and with MR Holdings' acts or transactions limited to the assignment contracts. or the mere commission of a tort. Plainly." Thus. The Court of Appeals' holding that MR Holdings was determined to be "doing business" in the Philippines is based mainly on conjectures and speculation. the "Support and Standby Credit Agreement" was executed 4 years prior to Marcopper's insolvency. the Supreme Court cannot give its concurrence. In these instances. It may not be amiss to point out that the purpose or business for which MR Holdings was organized is not discernible in the records. No effort was exerted by the Court of Appeals to establish the nexus between MR Holdings' business and the acts supposed to constitute "doing business. there is no purpose to do any other business within the country. Typical examples of these are the making of a single contract.pieces of legislation in Philippine jurisdiction." Absent overt acts of MR Holdings from which we may directly infer its intention to continue Marcopper's business. There are other statutes defining the term "doing business. Herein. the Court of Appeals hangs on the wobbly premise that "there is no other way for petitioner to recover its huge financial investments which it poured into Marcopper's rehabilitation without it (petitioner) continuing Marcopper's business in the country. it cannot be said that it had performed acts intended to continue the business for which it was organized. a view subscribed upon by many authorities is that the mere ownership by a foreign corporation of a property in a certain state." and as may be observed. In the final analysis. the alleged "intention of MR Holdings to continue Marcopper's business" could have no basis for at that time. contracts. Marcopper's fate cannot yet be determined. there already existed a "Support and Standby Credit Agreement" between ADB and Placer Dome whereby the latter bound itself to provide cash flow support for Marcopper's payment of its obligations to ADB. whether the assignment contracts were incidental to MR Holdings' business or were continuation thereof is beyond determination. .453. one common denominator among them all is the concept of "continuity. is insufficient in itself to constitute doing business. it cannot be said that it had performed acts intended to continue the business for which it was organized. Also.450. Significantly. or note." The expression "doing business" should not be given such a strict and literal construction as to make it apply to any corporate dealing whatever. hence. or transactions of foreign corporations are not regarded as a doing or carrying on of business. Single or isolated acts. That MR Holdings had to step into the shoes of ADB as Marcopper's creditor was just a necessary legal consequence of the transactions that transpired. sale. unaccompanied by its active use in furtherance of the business for which it was formed. Further. purchase. MR Holdings was engaged only in isolated acts or transactions. at this early stage and with MR Holdings' acts or transactions limited to the assignment contracts. sale with the taking of a note and mortgage in the state to secure payment therefor.
which is one of the strong indicators that is an independent contractor. . he was reassigned to RFC as sales representative and then later informed by the personnel manager of RFC that his services were terminated. Petitioner is thus entitled to reinstatement plus full backwages from his dismissal up to actual reinstatement CARGILL INC. PMCI did not even have substantial capitalization as only a small amount of its authorized capital stock was actually paid-in. In this case. He avers that he was transferred by RFC to PMCI. Although the Neridoctrine stated that it was enough that a contractor had substantial capital to show it was an independent contractor. ISSUE: Whether or not petitioner was an employee of RFC and thereby.VINOYA VS NLRC FACTS: Petitioner Vinoya was hired by RFC as sales representative. an agency which provides RFC with additional contractual workers. Since due to petitioner’s length of service. PMCI did notcarry on an independent business or undertake the performance of its contract according to its own manner and method. In PMCI. HELD: Yes. It is clear that in this case. Furthermore. PMCI was not engaged to perform a specific and special job or service. PMCI was a labor-only contractor. RFC maintains that no employer-employee relationship existed between petitioner and itself. the work ofpetitioner as sales representative was directly related to the business of RFC. the case of Fuji Xerox clarified the doctrine stating that an independent business must undertake the performance of the contract according to its own manner and method free from the control of the principal. illegally dismissed. he attained the status of regular employee thus cannot be terminated without just or valid cause. in labor-only contracting. RFC failed to prove that his dismissal was for cause and that he was afforded procedural due process. RFC alleges that PMCI is an independent contractor as the latter is a highly capitalized venture. which are directly related to the main business of its principal. VS INTRA STRATA ASSURANCE CORP. Lastly. the employees supplied by the contractor perform activities. Petitioner filed complaint for illegal dismissal. Also.
The contract provided that CARGILL was to open a Letter of Credit with the BPI.991 metric tons of molasses. But in this case. whose authority to act on behalf of petitioner is limited to soliciting purchases of products from suppliers engaged in the sugar trade in the . an unlicensed foreign corporation. The contract was amended 3 times (in relation to the amount and the price). In compliance. But NMC still failed to comply. CARGILL filed a complaint.000 representing the minimum price of the contract.FACTS: Cargill (foreign) is a corporation organized and existing under the laws of the State of Delaware. NMC was permitted to draw up 500. has legal capacity to sue before Philippine courts. When INTRA failed to pay. whereby NMC agreed to sell to petitioner 20. INTRA STRATA issued a performance bond to guarantee NMC’s delivery. Thus CARGILL sent demand letters to INTRA claiming payment under the performance and surety bonds. INTRA failed to prove that CARGILL’s activities in the Philippines constitute doing business as would prevent it from bringing an action. RULING: Under the law. Where a foreign corporation does business in the Philippines without the proper license.000 metric tons of molasses to be delivered from Jan 1 to 30 1990 for $44 per metric ton. Cargill can bring an action since INTRA failed to prove that Cargill activities in the Philippines constitute doing business. according to Article 133 of the Corporation Code The court ruled that INTRA should prove that Cargill is really doing business in the Philippines. such provided that NMC would pay CARGILL 3 million upon signing and would deliver to CARGILL 6. CARGILL NMC and INTRA entered into a compromise agreement approved by the court. (2) petitioner imports products from the Philippines through its non-exclusive local broker. Cargill executed a contract with Northern Mindanao Corporation (NMC) (domestic). But the third amendment required NMC to put up a performance bond which was intended to guarantee NMC’s performance to deliver the molasses during the prescribed shipment periods.500. The purchase of molasses were in pursuance of its basic business and not just mere isolated and incidental transactions. NMC was only able to deliver 219551 metric tons out of the agreed 10. Thus. Other factors which support the finding that petitioner is not doing business in the Philippines are: (1) petitioner does not have an office in the Philippines. ISSUE: Whether or not petitioner is doing or transacting business in the Philippines in contemplation of the law and established jurisprudence/ Whether or not CARGILL. it cannot maintain any action or proceeding before Philippine courts.000 to 24. Article 123 of the Corporation Code. a foreign corporation must first obtain a license and a certificate from the appropriate government agency before it can transact business in the Philippines. RTC – in favor of CARGILL CA – CARGILL does not have the capacity to file suit since it was a foreign corporation doing business in the PH without the requisite license.
It held that the prohibition on the importation of use motor vehicles is an exercise of police power vested on the legislature and absent any enabling law. and (3) the local broker is an independent contractor and not an agent of petitioner. Fidel V. Ramos in 1993 providing the Tax and Duty Free Privilege within the Subic Freeport Zone). . or exported out of the Philippine territory. Section3. praying that judgment be rendered declaring Article 2. SOUTHWING HEAVY INDUSTRIES.Philippines. used or traded therein. Hence. used motor vehicles that come into the Philippine territory via the secured fenced-in former Subic Naval Base area may be stored. The RTC rendered a summary judgment declaring that Article 2." The said provision prohibits the importation of all types of used motor vehicles in the country including the Subic Bay Freeport. The petitioner appealed in the CA but was denied on the ground of lack of any statutory basis for the President to issue the same. President Gloria Macapagal Arroyo issued Executive Order 156 entitled "Providing for a comprehensive industrial policy and directions for the motor vehicle development program and its implementing guidelines.1 of EO 156 is VOID insofar as it is made applicable within the secured fenced-in former Subic Naval Base area but is declared VALID insofar as it applies to the customs territory or the Philippine territory outside the presently secured fenced-in former Subic Naval Base area as stated in Section 1. Petitions are PARTIALLY GRANTED provided that said provision is declared VALID insofar as it applies to the Philippine territory outside the presently fencedin former Subic Naval Base area and VOID with respect to its application to the secured fenced-in former Subic Naval Base area. HON. but they cannot be imported into the Philippine territory outside of the secured fenced-in former Subic Naval Base area. EXECUTIVE SECRETARY vs. subject to a few exceptions. 2002.1 of the EO 156 unconstitutional and illegal. or the Freeport Zone. Section 3.1 of EO 156 is a valid exercise of the President’s quasi-legislative power RULING: The Court finds that Article 2. FACTS: On December 12. ISSUE: Whether or not Article2. Subic Integrated Macro Ventures Corp. Section 3. three separate actions for declaratory relief were filed by Southwing Heavy Industries Inc.1 of EO 97-A (an EO executed by Pres. Section 3. and Motor Vehicle Importers Association of Subic Bay Freeport Inc.1 of EO 156 constitutes an unlawful usurpation of legislative power vested by the Constitution with Congress and that the proviso is contrary to the mandate of Republic Act 7227(RA 7227) or the Bases Conversion and Development Act of 1992 which allows the free flow of goods and capital within the Freeport. INC. the exercise thereof by the President through an executive issuance is void. Consequently.
Art. the franchise of all radio broadcasting and television stations are hereby amended so as to provide radio or television time. grave misconduct. 1998). Petitioners challenge the validity of Section 92. as it expanded the jurisdiction of the SC without its advice and consent. 881. It was declared to be without legal standing to sue in this case as.P. during the period of campaign. B. Desierto (G. For this purpose. among other reasons. No. Mountain Province. the Court en banc declared as unconstitutional Sec. Thus it contends that Section 92 singles out radio and television stations to provide free air time. VI of the Constitution. 881 which provides: ―Comelec Time. No. Section 92 provides that air time shall be procured by COMELEC free of charge. September 16. 129742. Petitioner operates radio and television broadcast stations in the Philippines affected by the enforcement of Section 92. TELECOMMUNICATIONS AND PHILIPPINES VS COMELEC BROADCAST ATTORNEYS OF THE Facts: Petitioner Telecommunications and Broadcast Attorneys of the Philippines.R. the Court held that appeals from decisions of the Office of the Ombudsman in administrative disciplinary cases should be taken to the CA under Rule 43 of the 1997 Rules of Civil Procedure. it was not able to show that it was to suffer from actual or threatened injury as a result of the subject law.NAMUHE VS OMBUSMAN Facts: Petitioners were employed at the Mountain ProvinceEngineering District and Ifugao Engineering District of the DPWH. had the requisite standing to bring the constitutional challenge. Such provision was held violative of Sec. In connection with the purported public bidding held for the Bailey bridgecomponents for use in Mainit. gross neglect of duty. 30. Issue: Whether or not the SC has jurisdiction over appeals of administrative disciplinary decisions of the Office of the Ombudsman Held: In Fabian v. violation of office rules and regulations and conduct prejudicial to the best interest of the service.P. (TELEBAP) is an organization of lawyers of radio and television broadcasting companies. . on the other hand. B. falsification of official documents. they were charged with dishonesty.‖ Petitioner contends that while Section 90 of the same law requires COMELEC to procure print space in newspapers and magazines with payment. which provided that decisions of the Office of the Ombudsman may be appealed to the SC by way of a petition for review on certiorari under Rule 45 of the Rules of Court. As a result. 27 of RA 6770 or the Ombudsman Act of 1989. Petitioner GMA Network. Inc. No.The Commission shall procure radio and television time to be known as the ―Comelec Time‖ which shall be allocated equall y and impartially among the candidates within the area of coverage of all radio and television stations. the Office of the Ombudsman dismissed petitioners from the government service. In so holding. free of charge.
noprivate property is taken by the requirement that they provide air time to the COMELEC. Radio and television broadcasting companies.Petitioner claims that it suffered losses running to several million pesos in providing COMELEC Time in connection with the 1992 presidential election and 1995 senatorial election and that it stands to suffer even more should it be required to do so again this year.00 in providing free air time for one hour each day and.00 in view of COMELEC’s requirement that it provide at least 30 minutes of prime time daily for such.P. in this year’s elections. and several foreign reinsurance companies including the petitioners through CJ Boatrwright acting as agent of Worldwide Surety and Insurance. No. 1981. several of its properties totaling P200 Million.. All broadcasting.560. it stands to lost P58.498. According to petitioners. whether radio or by television stations. A Fire then razed the properties insured on December 1969 and May 2. such exercise of the privilege may reasonably be burdened with the performance by the grantee of some form of public service. Thus. They are merely given the temporary privilege to use them. To require the broadcast industry to provide free air time for COMELEC is a fair exchange for what the industry gets. The argument that the subject law singles out radio and television stations to provide free air time as against newspapers and magazines which require payment of just compensation for the print space they may provide is likewise without merit.75 still due and . do not own the airwaves and frequencies through which they transmit broadcast signals and images. Regulation of the broadcast industry requires spending of public funds which it does not do in the case of print media. Airwave frequencies have to be allocated as there are more individuals who want to broadcast that there are frequencies to assign. No. in 1992 it lost P22. As radio and television broadcast stations do not own the airwaves. A Deed of Assignment made by Worldwide Surety and Insurance acknowledged a remaining balance of P19.850. Held: Petitioner’s argument is without merit.447.P. the state spends considerable public funds in licensing and supervising them. which are given franchises. 881 constitutes taking of property without due process of law and without just compensation.444. is licensed by the government. These contracts were covered by reinsurance treaties between Worldwide Surety and Insurance. Inc. Issues: (1) Whether of not Section 92 of B.980. In granting the privilege to operate broadcast stations and supervising radio and television stations. Petitioners claim that the primary source of revenue of the radio and television stations is the sale of air time to advertisers and to require these stations to provide free air time is to authorize unjust taking ofprivate property. (2) Whether or not Section 92 of B. Avon Insurance vs CA FACTS: It all started with Yupangco Cotton Mills engaged to secure with Worldwide Security and Insurance Co. 881 denies radio andtelevision broadcast companies the equal protection of the laws.
Yupangco then filed a collection suit on the above petitioners. is to subject the foreign corporations doing business in the Philippines to the jurisdiction of the courts. The purpose of the law in requiring that foreign corporations doing business in the country be licensed to do so. ISSUE: WON the international reinsurers are ―doing business in the Philippines‖. Doing business in the Philippines – must be judged in the light of its peculiar circumstances upon its peculiar facts and upon the language of the statute applicable. Petitioners had not performed any act which would give the general public the impression that it had been engaging or intends to engage in its ordinary and usual business undertaking in the country. . If there exist a domestic agent of the foreign corporation it can be served with summons through that agent without proving that such corporation is doing business in the phils or not. international reinsurers are not ―doing business in the Philippines‖ and the Philippine court has not acquired jurisdiction over them. NO allegation or demonstration of the existence of petitioners’ domestic agent but avers simply that they are doing business not only abroad but in the Phils. a foreign corporation illegally doing business here because of its refusal or neglect to obtain the required license and authority to do business may successfully though unfairly plead such neglect or illegal act so as to avoid service and thereby impugn the jurisdiction of the local courts. Yupangco also contends that since the reinsurers question the jurisdiction of the court they are deemed to have submitted to the jurisdiction of the court. Reinsurance Contract is generally separate and distinct arrangement from the original contract of insurance. Reinsurance company is not doing business in a certain state even if the property or lives which are insured by the original insurer company are located in that state. Voluntary appearance before the lower court to question the jurisdiction is not equivalent to submission to jurisdiction. The service of summons were made through the office of the Insurance Commissioner but since the international reinsurers question the jurisdiction the trial court the case has not proceeded to trial on the merits.assigned to Yupangco all reinsurance proceeds still collectible from all the foreign reinsurance companies. The reinsurer is questioning also the service of summons through extraterritorial service under Sect 17 Rule 14 of the Rules of Court nor through the Insurance Commissioner under Sec 14. True test: whether the foreign corporation is continuing the body or substance of the business or enterprise for which it was organized. WON the Philippine court has jurisdiction over these international reinsurers who are not doing business in the Philippines RULING: NO. 19 otherwise. The reinsurance treaties between the petitioners and Worldwide Surety and Insurance were made through an international insurance broker and NOT through any entity or means remotely connected with the Philippines .
Even so. Thus. hence. the law that states that a shipyard is a public utility still stands. 666 explicitly stated that a ―shipyard‖ was not a ―public utility. The NIDC. After negotiations. 391 and when BP Blg. NIDC’s rights.67% of its total outstanding capital stock to private entities.. it was able to top JG Summit’s bid. Kawasaki/PHI argued that PD No. operation and management of the Subic National Shipyard. 146. may purchase even beyond 60% of the total shares. HELD: In arguing that PHILSECO. Kawasaki/PHI Consortium is the losing bidder. 666 was expressly repealed by sec. contending that PHILSECO. In the interest of national economy. Kawasaki could only exercise its right of first refusal to the extent that its total shares of stock would not exceed 40% of the entire shares of stock. 20. it was agreed that Kawasaki’s right of first refusal under the JVA be ―exchanged‖ for the right to top by five percent the highest bid for said shares. Through a series of transfers. it was decided that PHILSECO should be privatized by selling 87. would exercise this right in its stead. in which it was a stockholder. entered into a Joint Venture Agreement (JVA) with Kawasaki Heavy Industries. Kawasaki that Philyards Holdings. JG Summit protested. must observe the 60%-40% Filipino-foreign capitalization. as a shipyard is a public utility and. the JVA between NIDC and Kawasaki manifests an intention of the parties to abide by this constitutional mandate. 666. as a shipyard. a government corporation. By buying 87. Ltd. 1 of PD No.Inc. Therefore. there is nothing to prevent its purchase of stocks even beyond 60% of the capitalization as the Constitution clearly limits only foreign capitalization. On the other hand. title and interest in PHILSECO eventually went to the National Government. on the other hand. 13. JG Summit relied on sec.The SC disposed the case in favor of the international insurers (petitioners’) declaring that the lower court has not acquired and cannot acquire jurisdiction over them and was ordered to desist from maintaining further proceeding against them. . was a public utility. CA No. 1 of PD No. Inc. Likewise. should the NIDC opt to sell its shares of stock to a third party. (PHI).later became the Philippine Shipyard and Engineering Corporation (PHILSECO). Kawasaki/PHI in effect now owns more than 40% of the stock. VS CA FACTS: The National Investment and Development Corporation (NIDC). the latter law did not revive sec. A shipyard such as PHILSECO being a public utility as provided by law is therefore required to comply with the 60%-40% capitalization under the Constitution.‖ But the SC stated that sec. 391 was subsequently repealed by EO 226. NIDC and Kawasaki would maintain a shareholding proportion of 60%-40% and that the parties have the right of first refusal in case of a sale. JG SUMMIT HOLDINGS INC. During bidding. under the JVA. Under the JVA. because of the right to top by 5% percent the highest bid. BP Blg. As a government corporation and necessarily a 100% Filipino-owned corporation. for the construction.67% of PHILSECO’s capital stock at bidding.
on the face thereof.with the NBI against Sunshine Home Video Inc. vs. ALack of Capacity to sue should not be confused with Lack of personality to sue.. Reyes applied for a search warrant against Sunshine Home Video Inc. It is not the absence of the prescribed license but ―doing business‖ in the Philippines without such license which debars the foreign corporation from access to our courts. which provides that the master tapes of the copyrighted films from which the pirated films were copied must be presented in the issuance of a search warrant in order for the court to determine probable cause. 1987 wherein pirated video tapes and other equipments were seized. On the basis of affidavits and depositions. On November 14. Correspondingly. The search warrant was served on December 14. The ground available for barring recourse to our courts by an unlicensed foreign corporation doing or transacting business in the Philippines should properly be lack of capacity to sue. a search warrant was issued. 1988. Pelindario. owned and operated by Danilo A. whereas the second can be used as a ground for a motion to dismiss based on the fact that the complaint. 1987. RULING: Petitioners have the capacity to sue respondent. No final action as been . A Motion for Reconsideration was filed and the Court granted it relying on the ruling in 20th Century Fox Film Corp. Pelindario filed a Motion to Lift the Order of the Search Warrant but was denied. the latter refers to the fact that the plaintiff is not the real party.369. decided on August 19. the first can be a ground for a motion to dismiss based on the ground of lack of legal capacity to sue.Kawasaki was bound by its contractual obligation under the JVA that limits its right of first refusal to 40% of the total capitalization of PHILSECO. Kawasaki cannot purchase beyond 40% of the capitalization of the joint venture on account of both constitutional and contractual proscriptions. NBI Senior Agent Lauro C. provided that the subject matter and the defendant are within the jurisdiction of the court. COLUMBIA PICTURES VS CA FACTS: Petitioners filed a complaint for violation of PD 49 or the Decree on the Protection of intellectual Property. It is also a VAT registered entity . Any foreign corporation not doing business in the Philippines may maintain an action in our courts upon any cause of action. evidently states no cause of action. ISSUE: Whether or not the petitioners have the capacity to sue. CIR VS SEAGATE TECHNOLOGY FACTS: Seagate Technology (Seagate) is registered with the Philippine export Zone Authority (PEZA) and has been issued a PEZA certificate .in-interest.A. C.88 was filed on October 4. An administrative claim for refund of VAT input taxes in the amount of PHP 28. not lack of personality to sue. Thus. While the former refers to a plaintiff’s general disability to sue. 1999.
entered into a Joint Venture Kawasaki Heavy Industries. The law that originally impose the VAT in the country. properties. the excess shall be carried over to the succeeding quarter or quarters.. Seagate is a PEZA registered enterprise. exchange or lease of goods or properties. It is not subject to internal revenue laws and regulations and is even entitled to tax credits. has been drawn from the tax credit method. the tax being limited only to the value added to such goods. Should the input taxes result from zero rated or effectively zero rated transactions or from the acquisition of capital goods. benefits. Ltd. ISSUE: Whether or not Segeate is entitled to the refund or issuance of Tax Credit Certificate RULING: Yes.received by Seagate from the CIR on its claim for VAT refund. As a PEZA registered enterprise within a special economic zone. It shall moreover enjoy all privileges. or on each rendition of services in the course of trade or business as they pass along the production and distribution chain. and entity can credit against or subtract from the VAT charged on its sales or outputs the Vat paid on its purchases. Japan construction. Seagate as a VAT registered person however is entitled to their credits VAT is a uniform tax ranging at present from 0-10% levied on every importation of goods. however. or services . Under the present method that relied on invoices. transferee or lessee of the goods. no payment is required. The VAT on capital goods is an internal revenue from which Seagate as an entity is exempt. or imposed on each sale. properties or services by the seller. Seagate enjoys preferential tax treatment. barter. inputs and imports. a Agreement (JVA) with (KAWASAKI) for the National Shipyard Inc. transferor or lessor It is an indirect tax that may be shifted or passed on to the buyer. If at the end of a taxable quarter the output taxes charged by a seller are equal to the input taxes passed on by the suppliers. advantages. any excess over the output taxes shall instead be refunded to the taxpayer or credited against other internal revenue taxes. the input taxes exceed the output taxes. Seagate is entitled in the fiscal incentives and benefits. provided for in either PD66 or EO 226. Although the transactions involving such tax is are not exempt. . If. JG SUMMIT HOLDINGS VS CA FACTS: The National Investment and Development government corporation. It is when the output taxes exceed the input taxes tha the excess has to be paid. Seagate thus elevated the case to the CTA by way of petition for review in order to toll the running of the two year prescriptive period. whether or not in the course of trade or business. or exemptions under both RA 7227 and RA 7844. as well as subsequently amendments of that law. operation and management of the Subic Corporation (NIDC). of Kobe.
d be entitled to name a company in which it was a stockholder. Under the JVA. When the former President Aquino issued Proclamation No. After a series of negotiations between the APT and KAWASAKI . the COP approved the sale ―subject to the right of Kawasaki Heavy Industries. in their motion for reconsideration. ISSUE: Whether or not the respondent is prohibited to possess the disputed property considering the prohibition stipulated in the 1987 Constitution against foreign owned companies. to top JG’s bid by 5% as specified in the bidding rules. At the public bidding. Inc. petitioner J.000. NIDC transferred all its rights. / PHILYARDS Holdings Inc. They further agreed that KAWASAKI woul. raised. the highest bid for the said shares.G. the COP and the APT deemed it best to sell the National Government’s share in PHILSECO to private entities. conserve. KAWASAKI then informed APT that Philyards Holdings. Inc. a trust agreement was entered into between the National Government and the APT wherein the latter was named the trustee of the National Government’s share in PHILSECO. they agreed that the latter’s right of first refusal under the JVA be ―exchanged‖ for the right to top by 5%. (PHI) would exercise its right to top. which could exercise the right to top. title and interest in PHILSECO to the Philippine National Bank (PNB). 50 establishing the Committee on Privatization (COP) and the Asset Privatization Trust (APT) to take title to. inter alia.000. RULING: The court upheld the validity of the mutual rights of first refusal under the JVA between KAWASAKI and NIDC. the highest bid for the said shares timely exercised the same. the NDC and KAWASAKI will contribute P330M for the capitalization of PHILSECO in the proportion of 60%40% respectively. Summit Holdings Inc. Petitioners. The right of first refusal is a property . the respondent by virtue of right to top by 5%. As petitioner was declared the highest bidder. One of its salient features is the grant to the parties of the right of first refusal should either of them decide to sell.‖ On the other hand. manage and dispose of non-performing assets of the National Government. the issue on the maintenance of the 60%-40% relationship between the NIDC and KAWASAKI arising from the Constitution because PHILSECO is a landholding corporation and need not be a public utility to be bound by the 60%-40% constitutional limitation.00) with an acknowledgement of KAWASAKI/PHILYARDS right to top. Such interests were subsequently transferred to the National Government pursuant to an Administrative Order.030. submitted a bid of Two Billion and Thirty Million Pesos (Php2. and possession of. In the interest of the national economy and the government. assign or transfer its interest in the joint venture.(SNS) which subsequently became the Philippine Shipyard and Engineering Corporation (PHILSECO).
The transfer could be made either to a nominee or such other party which the holder of the right of first refusal feels it can comfortably do business with. This finds support under the basic corporate law principle that the corporation and its stockholders are separate judicial entities. the right of first refusal can be validly assigned to a qualified Filipino entity in order to maintain the 60%-40% ration. As PHILYARDS correctly puts it. the corporation becomes disqualified to own land. the workers of Acrylicunionize and a duly certified CBA was executed. In fact. This transfer by itself. Alternatively. This right allows them to purchase the shares of their co-shareholder before they are offered to a third party. 1987 to March 31. Hence. PHILSECO may divest of its landholdings. Sometime in July 1989.right of PHILSECO shareholders. by itself. In 1990. INDOPHIL TEXTILE MILL WORKERS UNION v CALICA FACTS: Indophil Union is a legitimate labor organization duly registered with the DOLE and the exclusivebargaining unit of all rank and file employees of Indophil Textile Mills. under the terms of their JVA. In this vein. if PHILSECO still owns the land. does not constitute a violation of the provisions of the Constitution limiting land ownership to Filipinos and Filipino corporations. in can even be said that if the foreign shareholdings of a landholding corporation exeeds 40%. 1(c) of . On April 1987. KAWASAKI and NIDC. Indophil Acrylic was formed and registered with the SEC. The agreement of co-shareholders to mutually grant this right to each other. 1990. in exercising its right of first refusal. On November 1987. can exceed 40% of PHILSECO’s equity. the right of first refusal over shares pertains to the shareholders whereas the capacity to own land pertains to the corporation. does not amount to a violation of the Anti-Dummy Laws. it is not the foreign stockholders’ ownership of the shares which is adversely affected but the capacity of the corporation to won land—that is. In 1998. the Union claimed that the plant facilities built and set up by Acyrlic should be considered as an extension or expansion of Indophil pursuant to Sec. Acrylic became international and hired workers according to its criteria and standards. the Union and Indophil excecuted a CBA effective April 1. the fact that PHILSECO owns land cannot deprive stockholders of their right of first refusal. in which case KAWASAKI. No law disqualifies a person from purchasing shares in a landholding corporation even if the latter will exceed the allowed foreign equity. what the law disqualifies is the corporation from owning land. absent proof of any fraudulent intent.
‖―Chemise Lacoste. and facilities are situated in the same compound. LA CHEMISE LACOSTE VS FERNANDEZ Facts: La chemise Lacoste is a French corporation and the actual owner of the tradem arks ―Lacoste. The union sough that Acrylic be considered part of the bargaining unit. the legal entity is disregarded only if sought to hold the officers and stockholders liable. The Union seeks to pierce the veil of Acrylic alleging that the corporation is a device to evade the application of the CBA. In the instant case. and that the physical plants.Their contention is that the articles of incorporation of the two corporation establish that the two entities are engaged in the same kind of business. Furthermore. Both parties submitted the issue to LA Calica.‖ ―Crocodile Device‖ and a composite mark consisting of the word ―Lacoste‖ and arepresentation of a crocodile/alligator. WON the operations in Acrylic are an extension or expansion of Indophil. the Union does not seek relief from Indophil. were transferred to and are now being used bythe Acrylic plant.1 of the CBA to wit: This agreement shall apply to all companies. Two corporations cannot be treated as single bargaining unit just because they have related businesses. Furthermore. Indophil engages in the manufacture of yarns while Acrylic is to manufacture. ISSUE: WON Acrylic is a separate and distinct entity from Indophil for purposes of union representation. import. It is the SC’s considered opinion that these facts are not sufficient to justify the piercing of the corporation veil of Acrylic. That services of a number of units.Also the two corporation have their facilities in the same compound. the fact that the business of Indophil and Acrylic are related that sometimes the employees of Indophil are the same persons manning and providing for auxiliary services to the units of Acrylic. barter. reeler. used on clothings and other goods sold . In the case at bar. departments or sections of private respondents are provided by Acrylic and that the employees of Indophil are the same persons manning andservicing the units of Acrylic. which is the manufacture and sale of yarns of various counts and kinds and of other materials of kindred character or nature. Calica ruled for Indophiland stated that Acrylic is not extension of Indophil an hence their CBA does not extend to the employees of Acrylic. sell at wholesale basis. they emphasize that the two corporations have practically the same incorporators. directors and officers. offices. However the CA held that said doctrine is only used on the existence of valid grounds.Art. That many of Indophil’s own machineries such as dyeing machines. broiler. andi nstallations and to any extension and expansion thereat. facilities. export and otherwise deal in various kinds of yarns. buy. HELD: Acrylic is not an alter ego or an adjunct or a business conduit of Indophil because it has a separate legitimate business purpose.
in many parts of the world andwhich has been marketed in the Philippines (notably by Rustans) since 1964. was issued certificate of registration for the trademark ―Chemise Lacoste and Q Crocodile Device‖both in the supplemental and Principal Registry. Games and Garments (Gobindram Hemandas. Theissue whether a trademark used is different from another’s trademark is a matter of defense and will be betterresolved in the criminal proceedings before a court of justice instead of raising it as a preliminary matter in anadministrative proceeding. HemandasQ. The case which suspends the criminal action must be a civilcase. effectively cancels the registration of contrary claimants to the enumerated marks. LaChemise Lacoste is world renowned mark. The proceedings pending before the Patent Office do not partake of the nature of a prejudicialquestion which must first be definitely resolved. Various goods and articles were seized upon the execution of the warrants. assignee of HemandasQ. La Chemise Lacoste SA filed for the registration ofthe ―Crocodile device‖ and ―Lacoste‖. Hemandas filed motion toquash the warrants. which the court granted. 2004 ( 5 ) ISSUE: Whether the proceedings before the patent office is a prejudicial question that need to be resolvedbefore the criminal action for unfair competition may be pursued. and the goods ordered to bereturned. and by virtue of the 20 November 1980 Memorandum of theMinister of Trade to the director of patents in compliance with the Paris Convention for the protection of industrial property. which is determinative of the innocence or guilt of the accused. In 1980. A search warrant was issued by the trialcourt.) opposed the registration of ―Lacoste. Registration in theSupplemental Register cannot be given a posture as if the registration is in the Principal Register.Co. La Chemise Lacoste filed a petition for certiorari. whichinclude ―Lacoste. The search warrants were recalled. La Chemise Lacoste filed with the NBI a letter -complaint alleging acts of unfair competition committed by Hemandas and requesting the agency’s assistance. H e m a n d a s c a n n o t b e a l l o we d t o c o n t i n u e t h e t r a d e m a r k ― L a c o s t e ‖ f o r t h e r e a s o n t h a t h e wa s t h e f i r s t registrant in the Supplemental Register of a trademark used in international commerce.‖ .Inasmuch as the goodwill and reputation of La Chemise Lacoste products date back even before 1964. In 1975 and 1977. Co. HELD: No.‖In 1983. not a mere administrative case. It must benoted that one may be declared an unfair competitor even if his competing trademark is registered. Intellectual Property Law.
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