THIRD DIVISION

[G.R. No. 125027. August 12, 2002.]

ANITA MANGILA, petitioner, vs. COURT OF APPEALS and

LORETA GUINA, respondents.

People's Law Office for petitioner.

R.D. Bagatsing & Associates for private respondent Guina.

SYNOPSIS

Respondent Guina filed a case for collection of sum of money against

petitioner Mangila. Summons, however, was not personally served on Mangila
on the allegations that she had transferred residence and that she had already
left the country. Without recourse to service by publication, Guina filed a
motion for a writ of preliminary attachment and the trial court granted the
same. Here in issues are: the propriety of the implementation of the writ of
attachment, and the venue of the case. AECacS

The Court ruled against the correctness of the writ's implementation on

the ground that at the time, jurisdiction over Mangila had not been acquired.
The summons was served later than the implementation of the writ of
attachment and the same does not confer a retroactive acquisition of
jurisdiction. On the issue of venue, wherein the case was filed in a place other
than that stipulated by the parties, the Court ruled the same is proper where
the agreement does not preclude other venues. However, bringing the case to
the venue where the sole proprietorship business is found, there is improper
venue. Sole proprietorship business has no separate juridical personality that
could file a suit in court.

SYLLABUS

1. REMEDIAL LAW; PROVISIONAL REMEDIES; WRIT OF ATTACHMENT;

ISSUANCE AND IMPLEMENTATION; WHEN JURISDICTION OVER DEFENDANT
SHOULD BE ACQUIRED. — As a preliminary note, a distinction should be made
between issuance and implementation of the writ of attachment. It is necessary
to distinguish between the two to determine when jurisdiction over the person
of the defendant should be acquired to validly implement the writ. This
distinction is crucial in resolving whether there is merit in petitioner's
argument. This Court has long settled the issue of when jurisdiction over the
person of the defendant should be acquired in cases where a party resorts to
provisional remedies. A party to a suit may, at any time after filing the
complaint, avail of the provisional remedies under the Rules of Court.
Specifically, Rule 57 on preliminary attachment speaks of the grant of the
remedy "at the commencement of the action or at any time thereafter." This
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 phrase refers to the date of filing of the complaint which is the moment that
marks "the commencement of the action." The reference plainly is to a time
before summons is served on the defendant, or even before summons issues.
I n Davao Light & Power Co., Inc. v. Court of Appeals, this Court clarified the
actual time when jurisdiction should be had: "It goes without saying that
whatever be the acts done by the Court prior to the acquisition of jurisdiction
over the person of defendant - issuance of summons, order of attachment and
writ of attachment - these do not and cannot bind and affect the defendant until
and unless jurisdiction over his person is eventually obtained by the court,
either by service on him of summons or other coercive process or his voluntary
submission to the court's authority. Hence, when the sheriff or other proper
officer commences implementation of the writ of attachment, it is essential that
he serve on the defendant not only a copy of the applicant's affidavit and
attachment bond, and of the order of attachment, as explicitly required by
Section 5 of Rule 57, but also the summons addressed to said defendant as well
as a copy of the complaint . . . ." (Italics supplied.) Furthermore, we have held
that the grant of the provisional remedy of attachment involves three stages:
first, the court issues the order granting the application; second, the writ of
attachment issues pursuant to the order granting the writ; and third, the writ is
implemented. For the initial two stages, it is not necessary that jurisdiction over
the person of the defendant be first obtained. However, once the
implementation of the writ commences, the court must have acquired
jurisdiction over the defendant for without such jurisdiction, the court has no
power and authority to act in any manner against the defendant. Any order
issuing from the Court will not bind the defendant.
2. ID.; CIVIL PROCEDURE; SERVICE OF PLEADINGS; SERVICE BY
PUBLICATION, EXPLAINED. — The rules provide for certain remedies in cases
where personal service could not be effected on a party. Section 14, Rule 14 of
the Rules of Court provides that whenever the defendant's "whereabouts are
unknown and cannot be ascertained by diligent inquiry, service may, by leave
of court, be effected upon him by publication in a newspaper of general
circulation . . . ." Thus, if petitioner's whereabouts could not be ascertained
after the sheriff had served the summons at her given address, then
respondent could have immediately asked the court for service of summons by
publication on petitioner. Moreover, as private respondent also claims that
petitioner was abroad at the time of the service of summons, this made
petitioner a resident who is temporarily out of the country. This is the exact
situation contemplated in Section 16, Rule 14 of the Rules of Civil Procedure,
providing for service of summons by publication. CHcETA

3. ID.; PROVISIONAL REMEDIES; WRIT OF ATTACHMENT;

ENFORCEMENT; SUMMONS BELATEDLY SERVED DOES NOT CONFER A
RETROACTIVE ACQUISITION OF JURISDICTION. — The alias summons belatedly
served on petitioner cannot be deemed to have cured the fatal defect in the
enforcement of the writ. The trial court cannot enforce such a coercive process
on petitioner without first obtaining jurisdiction over her person. The
preliminary writ of attachment must be served after or simultaneous with the
service of summons on the defendant whether by personal service, substituted
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 service or by publication as warranted by the circumstances of the case. The
subsequent service of summons does not confer a retroactive acquisition of
jurisdiction over her person because the law does not allow for retroactivity of a
belated service.

4. ID.; CIVIL PROCEDURE; VENUE; AGREED VENUE THAT IS NOT MADE

EXCLUSIVE DOES NOT PRECLUDE OTHER VENUES. — The Rules of Court provide
that parties to an action may agree in writing on the venue on which an action
should be brought. However, a mere stipulation on the venue of an action is
not enough to preclude parties from bringing a case in other venues. The
parties must be able to show that such stipulation is exclusive. Thus, absent
words that show the parties' intention to restrict the filing of a suit in a
particular place, courts will allow the filing of a case in any venue, as long as
jurisdictional requirements are followed. Venue stipulations in a contract, while
considered valid and enforceable, do not as a rule supersede the general rule
set forth in Rule 4 of the Revised Rules of Court. In the absence of qualifying or
restrictive words, they should be considered merely as an agreement on
additional forum, not as limiting venue to the specified place.
5. ID.; CIVIL PROCEDURE; MOTION TO DISMISS; GROUNDS; IMPROPER
VENUE; PRESENT AS CASE WAS FILED IN THE PLACE WHERE SOLE-
PROPRIETORSHIP BUSINESS IS FOUND. — Under the 1997 Rules of Civil
Procedure, the general rule is venue in personal actions is "where the
defendant or any of the defendants resides or may be found, or where the
plaintiff or any of the plaintiffs resides, at the election of the plaintiff." In the
instant case, it was established in the lower court that petitioner resides in San
Fernando, Pampanga while private respondent resides in Parañaque City.
However, this case was brought in Pasay City, where the business of private
respondent is found. This would have been permissible had private
respondent's business been a corporation. However, as admitted by private
respondent in her Complaint in the lower court, her business is a sole
proprietorship, and as such, does not have a separate juridical personality that
could enable it to file a suit in court. In fact, there is no law authorizing sole
proprietorships to file a suit in court. A sole proprietorship does not possess a
juridical personality separate and distinct from the personality of the owner of
the enterprise. The law merely recognizes the existence of a sole proprietorship
as a form of business organization conducted for profit by a single individual
and requires its proprietor or owner to secure licenses and permits, register its
business name, and pay taxes to the national government. The law does not
vest a separate legal personality on the sole proprietorship or empower it to file
or defend an action in court.

6. ID.; ID.; ID.; ID.; ID.; PROPERLY FILED IN CASE AT BAR. — Although
petitioner filed an Urgent Motion to Discharge Attachment in the lower court,
petitioner expressly stated that she was filing the motion without submitting to
the jurisdiction of the court. At that time, petitioner had not been served the
summons and a copy of the complaint. Thereafter, petitioner timely filed a
Motion to Dismiss on the ground of improper venue. Rule 16, Section 1 of the
Rules of Court provides that a motion to dismiss may be filed "[W]ithin the time
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 for but before Petitioner even raised the issue of improper venue in his Answer
as a special and affirmative defense. Petitioner also continued to raise the issue
of improper venue in her Petition for Review before this Court. We thus hold
that the dismissal of this case on the ground of improper venue is warranted.
The rules on venue, like other procedural rules, are designed to insure a just
and orderly administration of justice or the impartial and evenhanded
determination of every action and proceeding. Obviously, this objective will not
be attained if the plaintiff is given unrestricted freedom to choose where to file
the complaint or petition. SEcTHA

DECISION

CARPIO, J : p

The Case
This is a petition for review on certiorari under Rule 45 of the Rules of
Court, seeking to set aside the Decision 1 of the Court of Appeals affirming the
Decision 2 of the Regional Trial Court, Branch 108, Pasay City. The trial court
upheld the writ of attachment and the declaration of default on petitioner while
ordering her to pay private respondent P109,376.95 plus 18 percent interest
per annum, 25 percent attorney's fees and costs of suit.

The Facts
Petitioner Anita Mangila ("petitioner" for brevity) is an exporter of sea
foods and doing business under the name and style of Seafoods Products.
Private respondent Loreta Guina ("private respondent" for brevity) is the
President and General Manager of Air Swift International, a single registered
proprietorship engaged in the freight forwarding business.
Sometime in January 1988, petitioner contracted the freight forwarding
services of private respondent for shipment of petitioner's products, such as
crabs, prawns and assorted fishes, to Guam (USA) where petitioner maintains
an outlet. Petitioner agreed to pay private respondent cash on delivery. Private
respondent's invoice stipulates a charge of 18 percent interest per annum on
all overdue accounts. In case of suit, the same invoice stipulates attorney's fees
equivalent to 25 percent of the amount due plus costs of suit. 3
On the first shipment, petitioner requested for seven days within which to
pay private respondent. However, for the next three shipments, March 17, 24
and 31, 1988, petitioner failed to pay private respondent shipping charges
amounting to P109,376.95. 4

Despite several demands, petitioner never paid private respondent. Thus,

on June 10, 1988, private respondent filed Civil Case No. 5875 before the
Regional Trial Court of Pasay City for collection of sum of money.

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 On August 1, 1988, the sheriff filed his Sheriff's Return showing that
summons was not served on petitioner. A woman found at petitioner's house
informed the sheriff that petitioner transferred her residence to Sto. Niño,
Guagua, Pampanga. The sheriff found out further that petitioner had left the
Philippines for Guam. 5

Thus, on September 13, 1988, construing petitioner's departure from the

Philippines as done with intent to defraud her creditors, private respondent filed
a Motion for Preliminary Attachment. On September 26, 1988, the trial court
issued an Order of Preliminary Attachment 6 against petitioner. The following
day, the trial court issued a Writ of Preliminary Attachment.

The trial court granted the request of its sheriff for assistance from their
counterparts in RTC, Pampanga. Thus, on October 28, 1988, Sheriff Alfredo San
Miguel of RTC Pampanga served on petitioner's household help in San
Fernando, Pampanga, the Notice of Levy with the Order, Affidavit and Bond. 7

On November 7, 1988, petitioner filed an Urgent Motion to Discharge

Attachment 8 without submitting herself to the jurisdiction of the trial court. She
pointed out that up to then, she had not been served a copy of the Complaint
and the summons. Hence, petitioner claimed the court had not acquired
jurisdiction over her person. 9

In the hearing of the Urgent Motion to Discharge Attachment on

November 11, 1988, private respondent sought and was granted a re-setting to
December 9, 1988. On that date, private respondent's counsel did not appear,
so the Urgent Motion to Discharge Attachment was deemed submitted for
resolution. 10

The trial court granted the Motion to Discharge Attachment on January 13,
1989 upon filing of petitioner's counter-bond. The trial court, however, did not
rule on the question of jurisdiction and on the validity of the writ of preliminary
attachment.
On December 26, 1988, private respondent applied for an alias summons,
which the trial court issued on January 19, 1989. 11 It was only on January 26,
1989 that summons was finally served on petitioner. 12

On February 9, 1989, petitioner filed a Motion to Dismiss the Complaint on

the ground of improper venue. Private respondent's invoice for the freight
forwarding service stipulates that "if court litigation becomes necessary to
enforce collection . . . the agreed venue for such action is Makati, Metro
Manila." 13 Private respondent filed an Opposition asserting that although
"Makati" appears as the stipulated venue, the same was merely an
inadvertence by the printing press whose general manager executed an
affidavit 14 admitting such inadvertence. Moreover, private respondent claimed
that petitioner knew that private respondent was holding office in Pasay City
and not in Makati. 15 The lower court, finding credence in private respondent's
assertion, denied the Motion to Dismiss and gave petitioner five days to file her
Answer. Petitioner filed a Motion for Reconsideration but this too was denied.

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 Petitioner filed her Answer 16 on June 16, 1989, maintaining her
contention that the venue was improperly laid.
On June 26, 1989, the trial court issued an Order setting the pre-trial for
July 18, 1989 at 8:30 a.m. and requiring the parties to submit their pre-trial
briefs. Meanwhile, private respondent filed a Motion to Sell Attached Properties
but the trial court denied the motion.

On motion of petitioner, the trial court issued an Order resetting the pre-
trial from July 18, 1989 to August 24, 1989 at 8:30 a.m..

On August 24, 1989, the day of the pre-trial, the trial court issued an
Order 17 terminating the pre-trial and allowing the private respondent to present
evidence ex-parte on September 12, 1989 at 8:30 a.m. The Order stated that
when the case was called for pre-trial at 8:31 a.m., only the counsel for private
respondent appeared. Upon the trial court's second call 20 minutes later,
petitioner's counsel was still nowhere to be found. Thus, upon motion of private
respondent, the pre-trial was considered terminated.

On September 12, 1989, petitioner filed her Motion for Reconsideration of

the Order terminating the pre-trial. Petitioner explained that her counsel
arrived 5 minutes after the second call, as shown by the transcript of
stenographic notes, and was late because of heavy traffic. Petitioner claims
that the lower court erred in allowing private respondent to present evidence
ex-parte since there was no Order considering the petitioner as in default.
Petitioner contends that the Order of August 24, 1989 did not state that
petitioner was declared as in default but still the court allowed private
respondent to present evidence ex-parte. 18
On October 6, 1989, the trial court denied the Motion for Reconsideration
and scheduled the presentation of private respondent's evidence ex-parte on
October 10, 1989.
On October 10, 1989, petitioner filed an Omnibus Motion stating that the
presentation of evidence ex-parte should be suspended because there was no
declaration of petitioner as in default and petitioner's counsel was not absent,
but merely late.

On October 18, 1989, the trial court denied the Omnibus Motion. 19
On November 20, 1989, the petitioner received a copy of the Decision of
November 10, 1989, ordering petitioner to pay respondent P109,376.95 plus 18
percent interest per annum, 25 percent attorney's fees and costs of suit.
Private respondent filed a Motion for Execution Pending Appeal but the trial
court denied the same.

The Ruling of the Court of Appeals

On December 15, 1995, the Court of Appeals rendered a decision
affirming the decision of the trial court. The Court of Appeals upheld the validity
of the issuance of the writ of attachment and sustained the filing of the action
in the RTC of Pasay. The Court of Appeals also affirmed the declaration of
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 default on petitioner and concluded that the trial court did not commit any
reversible error.
Petitioner filed a Motion for Reconsideration on January 5, 1996 but the
Court of Appeals denied the same in a Resolution dated May 20, 1996.

Hence, this petition.

The Issues
The issues raised by petitioner may be re-stated as follows:
I.

WHETHER RESPONDENT COURT ERRED IN NOT HOLDING THAT THE

WRIT OF ATTACHMENT WAS IMPROPERLY-ISSUED AND SERVED;

II.
WHETHER THERE WAS A VALID DECLARATION OF DEFAULT;
III.
WHETHER THERE WAS IMPROPER VENUE.
IV.

WHETHER RESPONDENT COURT ERRED IN DECLARING THAT

PETITIONER IS OBLIGED TO PAY P109,376.95, PLUS ATTORNEY'S FEES.
20

The Ruling of the Court

Improper Issuance and Service of Writ of Attachment
Petitioner ascribes several errors to the issuance and implementation of
the writ of attachment. Among petitioner's arguments are: first, there was no
ground for the issuance of the writ since the intent to defraud her creditors had
not been established; second, the value of the properties levied exceeded the
value of private respondent's claim. However, the crux of petitioner's
arguments rests on the question of the validity of the writ of attachment.
Because of failure to serve summons on her before or simultaneously with the
writ's implementation, petitioner claims that the trial court had not acquired
jurisdiction over her person and thus the service of the writ is void.
As a preliminary note, a distinction should be made between issuance
and implementation of the writ of attachment. It is necessary to distinguish
between the two to determine when jurisdiction over the person of the
defendant should be acquired to validly implement the writ. This distinction is
crucial in resolving whether there is merit in petitioner's argument.

This Court has long settled the issue of when jurisdiction over the person
of the defendant should be acquired in cases where a party resorts to
provisional remedies. A party to a suit may, at any time after filing the
complaint, avail of the provisional remedies under the Rules of Court.
Specifically, Rule 57 on preliminary attachment speaks of the grant of the
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 remedy "at the commencement of the action or at anytime thereafter." 21 This
phrase refers to the date of filing of the complaint which is the moment that
marks "the commencement of the action." The reference plainly is to a time
before summons is served on the defendant, or even before summons issues.
In Davao Light & Power Co., Inc. v. Court of Appeals, 22 this Court clarified
the actual time when jurisdiction should be had:
"It goes without saying that whatever be the acts done by the
Court prior to the acquisition of jurisdiction over the person of
defendant — issuance of summons, order of attachment and writ of
attachment — these do not and cannot bind and affect the defendant
until and unless jurisdiction over his person is eventually obtained by
the court, either by service on him of summons or other coercive
process or his voluntary submission to the court's authority. Hence,
when the sheriff or other proper officer commences implementation of
the writ of attachment, it is essential that he serve on the defendant
not only a copy of the applicant's affidavit and attachment bond, and of
the order of attachment, as explicitly required by Section 5 of Rule 57,
but also the summons addressed to said defendant as well as a copy of
the complaint . . ."(Italics supplied.)

Furthermore, we have held that the grant of the provisional remedy of

attachment involves three stages: first, the court issues the order granting
the application; second, the writ of attachment issues pursuant to the order
granting the writ; and third, the writ is implemented. For the initial two
stages, it is not necessary that jurisdiction over the person of the defendant
be first obtained. However, once the implementation of the writ commences,
the court must have acquired jurisdiction over the defendant for without
such jurisdiction, the court has no power and authority to act in any manner
against the defendant. Any order issuing from the Court will not bind the
defendant. 23
In the instant case, the Writ of Preliminary Attachment was issued on
September 27, 1988 and implemented on October 28, 1988. However, the alias
summons was served only on January 26, 1989 or almost three months after
the implementation of the writ of attachment.
The trial court had the authority to issue the Writ of Attachment on
September 27 since a motion for its issuance can be filed "at the
commencement of the action." However, on the day the writ was implemented,
the trial court should have, previously or simultaneously with the
implementation of the writ, acquired jurisdiction over the petitioner. Yet, as was
shown in the records of the case, the summons was actually served on
petitioner several months after the writ had been implemented.
Private respondent, nevertheless, claims that the prior or
contemporaneous service of summons contemplated in Section 5 of Rule 57
provides for exceptions. Among such exceptions are "where the summons
could not be served personally or by substituted service despite diligent efforts
or where the defendant is a resident temporarily absent therefrom . . ." Private
respondent asserts that when she commenced this action, she tried to serve
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 summons on petitioner but the latter could not be located at her customary
address in Kamuning, Quezon City or at her new address in Guagua,
Pampanga. 24 Furthermore, respondent claims that petitioner was not even in
Pampanga; rather, she was in Guam purportedly on a business trip.

Private respondent never showed that she effected substituted service on

petitioner after her personal service failed. Likewise, if it were true that private
respondent could not ascertain the whereabouts of petitioner after a diligent
inquiry, still she had some other recourse under the Rules of Civil Procedure.
The rules provide for certain remedies in cases where personal service
could not be effected on a party. Section 14, Rule 14 of the Rules of Court
provides that whenever the defendant's "whereabouts are unknown and cannot
be ascertained by diligent inquiry, service may, by leave of court, be effected
upon him by publication in a newspaper of general circulation . . ." Thus, if
petitioner's whereabouts could not be ascertained after the sheriff had served
the summons at her given address, then respondent could have immediately
asked the court for service of summons by publication on petitioner. 25
Moreover, as private respondent also claims that petitioner was abroad at
the time of the service of summons, this made petitioner a resident who is
temporarily out of the country. This is the exact situation contemplated in
Section 16, 26 Rule 14 of the Rules of Civil Procedure, providing for service of
summons by publication.

In conclusion, we hold that the a l i a s summons belatedly served on

petitioner cannot be deemed to have cured the fatal defect in the enforcement
of the writ. The trial court cannot enforce such a coercive process on petitioner
without first obtaining jurisdiction over her person. The preliminary writ of
attachment must be served after or simultaneous with the service of summons
on the defendant whether by personal service, substituted service or by
publication as warranted by the circumstances of the case. 27 The subsequent
service of summons does not confer a retroactive acquisition of jurisdiction
over her person because the law does not allow for retroactivity of a belated
service.
Improper Venue
Petitioner assails the filing of this case in the RTC of Pasay and points to a
provision in private respondent's invoice which contains the following:
"3. If court litigation becomes necessary to enforce collection,
an additional equivalent (sic ) to 25% of the principal amount will be
charged. The agreed venue for such action is Makati, Metro Manila,
Philippines." 28

Based on this provision, petitioner contends that the action should have
been instituted in the RTC of Makati and to do otherwise would be a ground for
the dismissal of the case.
We resolve to dismiss the case on the ground of improper venue but not
for the reason stated by petitioner.
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 The Rules of Court provide that parties to an action may agree in writing
on the venue on which an action should be brought. 29 However, a mere
stipulation on the venue of an action is not enough to preclude parties from
bringing a case in other venues. 30 The parties must be able to show that such
stipulation is exclusive. Thus, absent words that show the parties' intention to
restrict the filing of a suit in a particular place, courts will allow the filing of a
case in any venue, as long as jurisdictional requirements are followed. Venue
stipulations in a contract, while considered valid and enforceable, do not as a
rule supersede the general rule set forth in Rule 4 of the Revised Rules of Court.
31 In the absence of qualifying or restrictive words, they should be considered

merely as an agreement on additional forum, not as limiting venue to the

specified place. 32
In the instant case, the stipulation does not limit the venue exclusively to
Makati. There are no qualifying or restrictive words in the invoice that would
evince the intention of the parties that Makati is the "only or exclusive" venue
where the action could be instituted. We therefore agree with private
respondent that Makati is not the only venue where this case could be filed.
Nevertheless, we hold that Pasay is not the proper venue for this case.

Under the 1997 Rules of Civil Procedure, the general rule is venue in
personal actions is "where the defendant or any of the defendants resides or
may be found, or where the plaintiff or any of the plaintiffs resides, at the
election of the plaintiff." 33 The exception to this rule is when the parties agree
on an exclusive venue other than the places mentioned in the rules. But, as we
have discussed, this exception is not applicable in this case. Hence, following
the general rule, the instant case may be brought in the place of residence of
the plaintiff or defendant, at the election of the plaintiff (private respondent
herein).
In the instant case, the residence of private respondent (plaintiff in the
lower court) was not alleged in the complaint. Rather, what was alleged was
the postal address of her sole proprietorship, Air Swift International. It was only
when private respondent testified in court, after petitioner was declared in
default, that she mentioned her residence to be in Better Living Subdivision,
Parañaque City.

In the earlier case of Sy v. Tyson Enterprises, Inc., 34 the reverse

happened. The plaintiff in that case was Tyson Enterprises, Inc., a corporation
owned and managed by Dominador Ti. The complaint, however, did not allege
the office or place of business of the corporation, which was in Binondo, Manila.
What was alleged was the residence of Dominador Ti, who lived in San Juan,
Rizal. The case was filed in the Court of First Instance of Rizal, Pasig. The Court
there held that the evident purpose of alleging the address of the corporation's
president and manager was to justify the filing of the suit in Rizal, Pasig instead
of in Manila. Thus, the Court ruled that there was no question that venue was
improperly laid in that case and held that the place of business of Tyson
Enterprises, Inc. is considered as its residence for purposes of venue.
Furthermore, the Court held that the residence of its president is not the
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 residence of the corporation because a corporation has a personality separate
and distinct from that of its officers and stockholders.

In the instant case, it was established in the lower court that petitioner
resides in San Fernando, Pampanga 35 while private respondent resides in
Parañaque City. 36 However, this case was brought in Pasay City, where the
business of private respondent is found. This would have been permissible had
private respondent's business been a corporation, just like the case in Sy v.
Tyson Enterprises, Inc. However, as admitted by private respondent in her
Complaint 37 in the lower court, her business is a sole proprietorship, and as
such, does not have a separate juridical personality that could enable it to file a
suit in court. 38 In fact, there is no law authorizing sole proprietorships to file a
suit in court. 39
A sole proprietorship does not possess a juridical personality separate and
distinct from the personality of the owner of the enterprise. 40 The law merely
recognizes the existence of a sole proprietorship as a form of business
organization conducted for profit by a single individual and requires its
proprietor or owner to secure licenses and permits, register its business name,
and pay taxes to the national government. 41 The law does not vest a separate
legal personality on the sole proprietorship or empower it to file or defend an
action in court. 42

Thus, not being vested with legal personality to file this case, the sole
proprietorship is not the plaintiff in this case but rather Loreta Guina in her
personal capacity. In fact, the complaint in the lower court acknowledges in its
caption that the plaintiff and defendant are Loreta Guina and Anita Mangila,
respectively. The title of the petition before us does not state, and rightly so,
Anita Mangila v. Air Swift International, but rather Anita Mangila v. Loreta
Guina. Logically then, it is the residence of private respondent Guina, the
proprietor with the juridical personality, which should be considered as one of
the proper venues for this case.

All these considered, private respondent should have filed this case either
in San Fernando, Pampanga (petitioner's residence) or Parañaque (private
respondent's residence). Since private respondent (complainant below) filed
this case in Pasay, we hold that the case should be dismissed on the ground of
improper venue.
Although petitioner filed an Urgent Motion to Discharge Attachment in the
lower court, petitioner expressly stated that she was filing the motion without
submitting to the jurisdiction of the court. At that time, petitioner had not been
served the summons and a copy of the complaint. 43 Thereafter, petitioner
timely filed a Motion to Dismiss 44 on the ground of improper venue. Rule 16,
Section 1 of the Rules of Court provides that a motion to dismiss may be filed "
[W]ithin the time for but before filing the answer to the complaint or pleading
asserting a claim." Petitioner even raised the issue of improper venue in his
Answer 45 as a special and affirmative defense. Petitioner also continued to
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 raise the issue of improper venue in her Petition for Review 46 before this Court.
We thus hold that the dismissal of this case on the ground of improper venue is
warranted.

The rules on venue, like other procedural rules, are designed to insure a
just and orderly administration of justice or the impartial and evenhanded
determination of every action and proceeding. Obviously, this objective will not
be attained if the plaintiff is given unrestricted freedom to choose where to file
the complaint or petition. 47
We find no reason to rule on the other issues raised by petitioner.

WHEREFORE, the petition is GRANTED on the grounds of improper venue

and invalidity of the service of the writ of attachment. The decision of the Court
of Appeals and the order of respondent judge denying the motion to dismiss are
REVERSED and SET ASIDE. Civil Case No. 5875 is hereby dismissed without
prejudice to refiling it in the proper venue. The attached properties of petitioner
are ordered returned to her immediately.
SO ORDERED.

Puno and Panganiban, JJ., concur.

Sandoval-Gutierrez, J., is on leave.

Footnotes
1. Penned by Justice Quirino Abad Santos, Jr. with members justices Nathanael
de Pano, Jr. and B.A. Adefuin-Dela Cruz; Docketed as CA-G.R. CV No. 25119.

2. Penned by Judge Priscilla Mijares.

3. Rollo , p. 97.
4. Ibid.
5. Records of Civil Case No. 5875, p. 9 (hereinafter Records).
6. Ibid., p. 23.
7. Rollo , p. 98.
8. Records, p. 31.

9. Rollo , p. 11.
10. Ibid.
11. Records, p. 86.

12. Ibid., p. 91.

13. Ibid., p. 97.
14. Ibid., p. 102.
15. Ibid., p.100.
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 16. Ibid., p. 131.
17. Ibid., p. 161.
18. Rollo , p. 13.
19. Records, p. 182.

20. Rollo , pp. 13-14.

21. Section 1, Rule 57, Rules of Court.
22. 204 SCRA 343 (1991).

23. Cuartero v. Court of Appeals, 212 SCRA 260 (1992).

24. Rollo , p. 102.
25. UCPB v. Ongpin, G.R. No. 146593, October 26, 2001. Sec. 14. Service upon
defendant whose identity or whereabouts are unknown. — In any action
where the defendant is designated as an unknown owner, or the like, or
whenever his whereabouts are unknown and cannot be ascertained by
diligent inquiry, service, may, by leave of court, be effected upon him by
publication in a newspaper of general circulation and in such places and for
such time as the court may order.

26. Sec. 15. Extraterritorial service. — . . ., service, may, by leave of court,

be effected out of the Philippines by personal service as under section 6 or by
publication in a newspaper of general circulation in such places and for such
time as the court may order, in which case a copy of the summons and order
of the court shall be sent by registered mail to the last known address of the
defendant, or in any other manner the court may deem sufficient. . .

Sec. 16. Residents temporarily out of the Philippines. — when any action is
commenced against a defendant who ordinarily resides within the
Philippines, but who is temporarily out of it, service, may, by leave of court,
be also effected out of the Philippines, as under the preceding section.

27. See note 25.

28. Supra, note 13.

29. Rule 4 of the Revised Rules of Civil Procedure:

Sec. 4. When Rule not applicable. — This Rule shall not apply — . . .
(b) Where the parties have validly agreed in writing before the filing of
the action on the exclusive venue thereof.

30. Langkaan Realty Development, Inc. v. UCPB, 347 SCRA 542 (2000).
31. Supena v. Dela Rosa, 267 SCRA 1(1999) citing Philippine Banking
Corporation v. Tensuan, 230 SCRA 913 (1994); Unimasters Conglomeration,
Inc. v. Court of Appeals, 267 SCRA 759 (1997).
32. Ibid.
33. Rule 4, Section 2.

34. 119 SCRA 367 (1982).

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 35. Records, p. 31.

36. TSN, October 24, 1989, p. 2.

37. Records, p. 1.

38. Yao Ka Sin Trading v. Court of Appeals, 209 SCRA 763 (1992) citing Jariol, Jr.
v. Sandiganbayan, 188 SCRA 475 (1990).
39. Juasing Hardware v. Hon. Mendoza , 201 Phil. 369 (1982), also cited in the
Yao Ka Sin Trading case.

40. Ibid.
41. Ibid.
42. Ibid.
43. Records, p. 31.
44. Ibid., p. 107.
45. Ibid., p. 131.
46. Rollo , p. 1.
47. Sy v. Tyson Enterprises, Inc. , see note 34.

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