KUWAIT AIRWAYS CORPORATION VS. PHILIPPINE AIRLINES, INC.

GR No. 156087

May 8, 2009

FACTS:

• Kuwait Airways and Philippine Airlines entered into a Commercial Agreement, annexed to which
was a Joint Services Agreement.
• It was stipulated in the agreement that only 3rd and 4th freedom traffic rights, which basically
allow Kuwait Airways to board passengers in Kuwait and deplane them in Manila, as well as to
board passengers in Manila and deplane them in Kuwait, will be exercised.
• Moreover, under Article 2.1 of the Commercial Agreement, Kuwait Airways obligated itself to
share with Philippine Airlines revenue earned from the uplift of passengers between Kuwait and
Manila and vice versa.
• Then on April 12, 1995, delegations from the Philippine Panel and Kuwait Panel entered into a
Confidential Memorandum of Understanding (CMU).
• The following month, May 15, 1995, Philippine Airlines received a letter from Kuwait Airways
which stated that, pursuant to item 4 of the CMU, the latter is terminating the royalty for 3rd/4th
freedom traffic effective April 12, 1995 stipulated in the Commercial Agreement.
• The Philippine Airlines then contended that pursuant to Section 6.5 of the Commercial
Agreement, the agreement could only be effectively terminated on 31 October 1995, or the last
day of the then current traffic period. Thus, it insisted that the provisions of the Commercial
Agreement shall be enforced until such date.
• Subsequently, Philippine Airlines insisted that Kuwait Airways pay around 1 million USD as
revenue for the uplift of passengers and cargo for the period 13 April 1995 until 28 October 1995.
• When Kuwait Airways refused to pay, invoking that the Philippine Airlines had known fully well
that its rights under the Commercial Agreement would be limited by whatever agreements the
Philippine and Kuwait governments may enter into later considering the third preambular
whereas clause of their commercial agreement, Philippine Airlines filed a complaint against the
former with the RTC of Makati City.

ISSUE:

• Whether or not the third preambular whereas clause of the Commercial Agreement in question
can impose binding obligation or limitation?

RULING

No. It was held that in the case of statutes, while a preamble manifests the reasons for the passage
of the statute and aids in the interpretation of any ambiguities, it is not an essential part of an act, and it
neither does it confer powers.

It must be noted that at the time of the execution of the 1981 agreements, Philippine Airlines was
controlled by the Philippine government However, at the time of the signing of the CMU, Philippine
Airlines was already privatized hence can no longer be controlled by the Government and since Philippine
Airlines had already become a private corporation, the question of impairment of private rights may
should be taken into consideration.

While it is true that as of the time of the execution of the Commercial Agreement, the Philippine
government could enter into an agreement with the Kuwait government that would prejudice the terms
of the commercial arrangements, that can no longer be done by the time of the privatization of the
Philippine Airlines because apparently, such act would infringe the vested rights of a private individual.