1. HASEGAWA VS. KITAMURA, G.R. NO.

149177, NOVEMBER 23, 2007

Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court assailing the
April 18, 2001 Decision1 of the Court of Appeals (CA) in CA-G.R. SP No. 60827, and the July 25, 2001
Resolution2 denying the motion for reconsideration thereof.

Facts:
On March 30, 1999, petitioner Nippon Engineering Consultants Co., Ltd. (Nippon), a Japanese
consultancy firm providing technical and management support in the infrastructure projects of
foreign governments, entered into an Independent Contractor Agreement (ICA) with respondent
Minoru Kitamura, a Japanese national permanently residing in the Philippines. The agreement
provides that respondent was to extend professional services to Nippon for a year starting on April 1,
1999. Nippon then assigned respondent to work as the project manager of the Southern Tagalog
Access Road (STAR) Project in the Philippines, following the company's consultancy contract with
the Philippine Government.

When the STAR Project was near completion, the Department of Public Works and Highways (DPWH)
engaged the consultancy services of Nippon, on January 28, 2000, this time for the detailed engineering
and construction supervision of the Bongabon-Baler Road Improvement (BBRI) Project. Respondent was
named as the project manager in the contract's Appendix 3.1.8

On February 28, 2000, petitioner Kazuhiro Hasegawa, Nippon's general manager for its International
Division, informed respondent that the company had no more intention of automatically renewing his
ICA. His services would be engaged by the company only up to the substantial completion of the STAR
Project on March 31, 2000, just in time for the ICA's expiry.

Threatened with impending unemployment, respondent, through his lawyer, requested a negotiation
conference and demanded that he be assigned to the BBRI project. Nippon insisted that respondent’s
contract was for a fixed term that had already expired, and refused to negotiate for the renewal of the
ICA.

As he was not able to generate a positive response from the petitioners, respondent consequently
initiated on June 1, 2000 Civil Case No. 00-0264 for specific performance and damages with the
Regional Trial Court of Lipa City.11

For their part, petitioners, contending that the ICA had been perfected in Japan and executed by
and between Japanese nationals, moved to dismiss the complaint for lack of jurisdiction. They
asserted that the claim for improper pre-termination of respondent's ICA could only be heard and
ventilated in the proper courts of Japan following the principles of lex loci celebrationis and lex
contractus.

In the meantime, on June 20, 2000, the DPWH approved Nippon's request for the replacement of
Kitamura by a certain Y. Kotake as project manager of the BBRI Project.

On June 29, 2000, the RTC, invoking our ruling in Insular Government v. Frank that matters connected
with the performance of contracts are regulated by the law prevailing at the place of performance, denied
the motion to dismiss. The trial court subsequently denied petitioners' motion for reconsideration,
prompting them to file with the appellate court, on August 14, 2000, their first Petition for Certiorari
under Rule 65 [docketed as CA-G.R. SP No. 60205]. On August 23, 2000, the CA resolved to dismiss the
petition on procedural grounds—for lack of statement of material dates and for insufficient verification
and certification against forum shopping. An Entry of Judgment was later issued by the appellate court on
September 20, 2000.

Aggrieved by this development, petitioners filed with the CA, on September 19, 2000, still within the
reglementary period, a second Petition for Certiorari under Rule 65 already stating therein the material
dates and attaching thereto the proper verification and certification. This second petition, which
substantially raised the same issues as those in the first, was docketed as CA-G.R. SP No. 60827.

Ruling on the merits of the second petition, the appellate court rendered the assailed April 18, 2001
Decision finding no grave abuse of discretion in the trial court's denial of the motion to dismiss. The CA
ruled, among others, that the principle of lex loci celebrationis was not applicable to the case, because
nowhere in the pleadings was the validity of the written agreement put in issue. The CA thus declared that
the trial court was correct in applying instead the principle of lex loci solutionis.

Remaining steadfast in their stance despite the series of denials, petitioners instituted the instant Petition
for Review on Certiorari imputing the following errors to the appellate court:

A. THE HONORABLE COURT OF APPEALS GRAVELY ERRED IN FINDING THAT THE

TRIAL COURT VALIDLY EXERCISED JURISDICTION OVER THE INSTANT
CONTROVERSY, DESPITE THE FACT THAT THE CONTRACT SUBJECT MATTER OF
THE PROCEEDINGS A QUO WAS ENTERED INTO BY AND BETWEEN TWO JAPANESE
NATIONALS, WRITTEN WHOLLY IN THE JAPANESE LANGUAGE AND EXECUTED IN
TOKYO, JAPAN.

B. THE HONORABLE COURT OF APPEALS GRAVELY ERRED IN OVERLOOKING THE NEED

TO REVIEW OUR ADHERENCE TO THE PRINCIPLE OF LEX LOCI SOLUTIONIS IN THE LIGHT
OF RECENT DEVELOPMENT[S] IN PRIVATE INTERNATIONAL LAWS.

The pivotal question that this Court is called upon to resolve is whether the subject matter
jurisdiction of Philippine courts in civil cases for specific performance and damages involving
contracts executed outside the country by foreign nationals may be assailed on the principles of lex
loci celebrationis, lex contractus, the "state of the most significant relationship rule," or forum non
conveniens.

However, before ruling on this issue, we must first dispose of the procedural matters raised by the
respondent.

Kitamura contends that the finality of the appellate court's decision in CA-G.R. SP No. 60205 has already
barred the filing of the second petition docketed as CA-G.R. SP No. 60827 (fundamentally raising the
same issues as those in the first one) and the instant petition for review thereof.

We do not agree. When the CA dismissed CA-G.R. SP No. 60205 on account of the petition's defective
certification of non-forum shopping, it was a dismissal without prejudice. The same holds true in the CA's
dismissal of the said case due to defects in the formal requirement of verification and in the other
requirement in Rule 46 of the Rules of Court on the statement of the material dates. The dismissal being
without prejudice, petitioners can re-file the petition, or file a second petition attaching thereto the
appropriate verification and certification—as they, in fact did—and stating therein the material dates,
within the prescribed period in Section 4, Rule 65 of the said Rules.

The dismissal of a case without prejudice signifies the absence of a decision on the merits and leaves the
parties free to litigate the matter in a subsequent action as though the dismissed action had not been
commenced. In other words, the termination of a case not on the merits does not bar another action
involving the same parties, on the same subject matter and theory.

Necessarily, because the said dismissal is without prejudice and has no res judicata effect, and even if
petitioners still indicated in the verification and certification of the second certiorari petition that the first
had already been dismissed on procedural grounds, petitioners are no longer required by the Rules to
indicate in their certification of non-forum shopping in the instant petition for review of the second
certiorari petition, the status of the aforesaid first petition before the CA. In any case, an omission in the
certificate of non-forum shopping about any event that will not constitute res judicata and litis pendentia,
as in the present case, is not a fatal defect. It will not warrant the dismissal and nullification of the entire
proceedings, considering that the evils sought to be prevented by the said certificate are no longer present.

The Court also finds no merit in respondent's contention that petitioner Hasegawa is only authorized to
verify and certify, on behalf of Nippon, the certiorari petition filed with the CA and not the instant
petition. True, the Authorization dated September 4, 2000, which is attached to the second certiorari
petition and which is also attached to the instant petition for review, is limited in scope—its wordings
indicate that Hasegawa is given the authority to sign for and act on behalf of the company only in the
petition filed with the appellate court, and that authority cannot extend to the instant petition for review.In
a plethora of cases, however, this Court has liberally applied the Rules or even suspended its application
whenever a satisfactory explanation and a subsequent fulfillment of the requirements have been made.37
Given that petitioners herein sufficiently explained their misgivings on this point and appended to their
Reply38 an updated Authorization39 for Hasegawa to act on behalf of the company in the instant petition,
the Court finds the same as sufficient compliance with the Rules.

However, the Court cannot extend the same liberal treatment to the defect in the verification and
certification. As respondent pointed out, and to which we agree, Hasegawa is truly not authorized to act
on behalf of Nippon in this case. The aforesaid September 4, 2000 Authorization and even the subsequent
August 17, 2001 Authorization were issued only by Nippon's president and chief executive officer, not by
the company's board of directors. In not a few cases, we have ruled that corporate powers are exercised by
the board of directors; thus, no person, not even its officers, can bind the corporation, in the absence of
authority from the board. Considering that Hasegawa verified and certified the petition only on his behalf
and not on behalf of the other petitioner, the petition has to be denied pursuant to Loquias v. Office of the
Ombudsman. Substantial compliance will not suffice in a matter that demands strict observance of the
Rules. While technical rules of procedure are designed not to frustrate the ends of justice, nonetheless,
they are intended to effect the proper and orderly disposition of cases and effectively prevent the clogging
of court dockets.

Further, the Court has observed that petitioners incorrectly filed a Rule 65 petition to question the trial
court's denial of their motion to dismiss. It is a well-established rule that an order denying a motion to
dismiss is interlocutory, and cannot be the subject of the extraordinary petition for certiorari or
mandamus. The appropriate recourse is to file an answer and to interpose as defenses the objections raised
in the motion, to proceed to trial, and, in case of an adverse decision, to elevate the entire case by appeal
in due course. While there are recognized exceptions to this rule, petitioners' case does not fall among
them.

This brings us to the discussion of the substantive issue of the case.

Asserting that the RTC of Lipa City is an inconvenient forum, petitioners question its jurisdiction to hear
and resolve the civil case for specific performance and damages filed by the respondent. The ICA subject
of the litigation was entered into and perfected in Tokyo, Japan, by Japanese nationals, and written wholly
in the Japanese language. Thus, petitioners posit that local courts have no substantial relationship to the
parties following the [state of the] most significant relationship rule in Private International Law.

The Court notes that petitioners adopted an additional but different theory when they elevated the
case to the appellate court. In the Motion to Dismiss filed with the trial court, petitioners never
contended that the RTC is an inconvenient forum. They merely argued that the applicable law
which will determine the validity or invalidity of respondent's claim is that of Japan, following the
principles of lex loci celebrationis and lex contractus. While not abandoning this stance in their
petition before the appellate court, petitioners on certiorari significantly invoked the defense of
forum non conveniens. On petition for review before this Court, petitioners dropped their other
arguments, maintained the forum non conveniens defense, and introduced their new argument that the
applicable principle is the [state of the] most significant relationship rule.

Be that as it may, this Court is not inclined to deny this petition merely on the basis of the change in
theory,

To elucidate, in the judicial resolution of conflicts problems, three consecutive phases are involved:
jurisdiction, choice of law, and recognition and enforcement of judgments. Corresponding to these
phases are the following questions: (1) Where can or should litigation be initiated? (2) Which law
will the court apply? and (3) Where can the resulting judgment be enforced?

Analytically, jurisdiction and choice of law are two distinct concepts. Jurisdiction considers
whether it is fair to cause a defendant to travel to this state; choice of law asks the further question
whether the application of a substantive law which will determine the merits of the case is fair to
both parties. The power to exercise jurisdiction does not automatically give a state constitutional
authority to apply forum law. While jurisdiction and the choice of the lex fori will often coincide,
the "minimum contacts" for one do not always provide the necessary "significant contacts" for the
other. The question of whether the law of a state can be applied to a transaction is different from
the question of whether the courts of that state have jurisdiction to enter a judgment.

In this case, only the first phase is at issue—jurisdiction.1âwphi1 Jurisdiction, however, has various
aspects. For a court to validly exercise its power to adjudicate a controversy, it must have
jurisdiction over the plaintiff or the petitioner, over the defendant or the respondent, over the
subject matter, over the issues of the case and, in cases involving property, over the res or the thing
which is the subject of the litigation. In assailing the trial court's jurisdiction herein, petitioners are
actually referring to subject matter jurisdiction.
Jurisdiction over the subject matter in a judicial proceeding is conferred by the sovereign authority which
establishes and organizes the court. It is given only by law and in the manner prescribed by law. It is
further determined by the allegations of the complaint irrespective of whether the plaintiff is entitled to all
or some of the claims asserted therein. To succeed in its motion for the dismissal of an action for lack of
jurisdiction over the subject matter of the claim, the movant must show that the court or tribunal cannot
act on the matter submitted to it because no law grants it the power to adjudicate the claims.

In the instant case, petitioners, in their motion to dismiss, do not claim that the trial court is not
properly vested by law with jurisdiction to hear the subject controversy for, indeed, Civil Case No.
00-0264 for specific performance and damages is one not capable of pecuniary estimation and is
properly cognizable by the RTC of Lipa City. What they rather raise as grounds to question subject
matter jurisdiction are the principles of lex loci celebrationis and lex contractus, and the "state of
the most significant relationship rule."

The Court finds the invocation of these grounds unsound.

Lex loci celebrationis relates to the "law of the place of the ceremony"or the law of the place where a
contract is made. The doctrine of lex contractus or lex loci contractus means the "law of the place where a
contract is executed or to be performed." It controls the nature, construction, and validity of the
contract66 and it may pertain to the law voluntarily agreed upon by the parties or the law intended by
them either expressly or implicitly. Under the "state of the most significant relationship rule," to ascertain
what state law to apply to a dispute, the court should determine which state has the most substantial
connection to the occurrence and the parties. In a case involving a contract, the court should consider
where the contract was made, was negotiated, was to be performed, and the domicile, place of business,
or place of incorporation of the parties.68 This rule takes into account several contacts and evaluates them
according to their relative importance with respect to the particular issue to be resolved.

Since these three principles in conflict of laws make reference to the law applicable to a dispute, they are
rules proper for the second phase, the choice of law. They determine which state's law is to be applied in
resolving the substantive issues of a conflicts problem. Necessarily, as the only issue in this case is that of
jurisdiction, choice-of-law rules are not only inapplicable but also not yet called for.

Further, petitioners' premature invocation of choice-of-law rules is exposed by the fact that they have not
yet pointed out any conflict between the laws of Japan and ours. Before determining which law should
apply, first there should exist a conflict of laws situation requiring the application of the conflict of laws
rules. Also, when the law of a foreign country is invoked to provide the proper rules for the solution of a
case, the existence of such law must be pleaded and proved.

It should be noted that when a conflicts case, one involving a foreign element, is brought before a
court or administrative agency, there are three alternatives open to the latter in disposing of it: (1)
dismiss the case, either because of lack of jurisdiction or refusal to assume jurisdiction over the
case; (2) assume jurisdiction over the case and apply the internal law of the forum; or (3) assume
jurisdiction over the case and take into account or apply the law of some other State or States. The
court’s power to hear cases and controversies is derived from the Constitution and the laws. While it may
choose to recognize laws of foreign nations, the court is not limited by foreign sovereign law short of
treaties or other formal agreements, even in matters regarding rights provided by foreign sovereigns.75
Neither can the other ground raised, forum non conveniens,76 be used to deprive the trial court of
its jurisdiction herein. First, it is not a proper basis for a motion to dismiss because Section 1, Rule
16 of the Rules of Court does not include it as a ground.77 Second, whether a suit should be
entertained or dismissed on the basis of the said doctrine depends largely upon the facts of the
particular case and is addressed to the sound discretion of the trial court.78 In this case, the RTC
decided to assume jurisdiction. Third, the propriety of dismissing a case based on this principle
requires a factual determination; hence, this conflicts principle is more properly considered a
matter of defense.

Accordingly, since the RTC is vested by law with the power to entertain and hear the civil case filed by
respondent and the grounds raised by petitioners to assail that jurisdiction are inappropriate, the trial and
appellate courts correctly denied the petitioners’ motion to dismiss.

WHEREFORE, premises considered, the petition for review on certiorari is DENIED.

 2. SAUDI ARABIAN AIRLINES (SAUDIA) AND BRENDA J. BETIA, Petitioners, v.

MA. JOPETTE M. REBESENCIO, MONTASSAH B. SACAR-ADIONG, ROUEN RUTH A.

CRISTOBAL AND LORAINE S. SCHNEIDER-CRUZ, Respondents.

G.R. No. 198587, January 14, 2015

Thesis Statement:
Respondents filed a complaint against Saudia and its officers for illegal dismissal and for underpayment
of salary and benefits.
Facts:
1. Petitioner SAUDIA is a foreign corporation established and existing under the Royal Decree No.
M/24 of 18.07.1385H (10.02.1962G) in Jeddah, Kingdom of Saudi Arabia ("KSA"). Its Philippine
Office is located at 4/F Metro House Building, Sen, Gil J. Puyat Avenue, Makati City (Philippine
Office). It may be served with orders of this Honorable Court through undersigned counsel at 4 th and
6th Floors, Citibank Center Bldg., 8741 Paseo de Roxas, Makati City

2. Respondents (complainants before the Labor Arbiter) were recruited and hired by Saudia as
Temporary Flight Attendants.

3. After undergoing seminars and trainings, respondents became Permanent Flight Attendants entered
into Cabin Attendant contracts with Saudia: Ma. Jopette M. Rebesencio (Ma. Jopette) on May 16,
1990;6 Montassah B. Sacar-Adiong (Montassah) and Rouen Ruth A. Cristobal (Rouen Ruth) on May
22, 1993;7 and Loraine Schneider-Cruz (Loraine) on August 27, 1995.

4. Respondents continued their employment with Saudia until they were separated from service on
various dates in 2006.

5. Prior to the effectivity of the Unified Contract, they had already filed their maternity leaves and
informed Saudia of their respective pregnancies and had gone through the necessary procedures to
process their maternity leaves. Initially, Saudia had given its approval but later on informed
respondents that its management in Jeddah, Saudi Arabia had disapproved their maternity leaves. In
addition, it required respondents to file their resignation letters under its "Unified Employment
Contract for Female Cabin Attendants" (Unified Contract) which provides under Section (h) that
“Due to the essential nature of the Air Hostess functions to be physically fit on board to provide
various services required in normal or emergency cases on both domestic/international flights beside
her role in maintaining continuous safety and security of passengers, and since she will not be able to
maintain the required medical fitness while at work in case of pregnancy, accordingly, if the Air
Hostess becomes pregnant at any time during the term of this contract, this shall render her
employment contract as void and she will be terminated due to lack of medical fitness” and if they
did not, Saudia would terminate them all the same. The threat of termination entailed the loss of
benefits, such as separation pay and ticket discount entitlements.
6. Due to fear of losing their benefits, respondents executed handwritten resignation letters. In
Montassah's and Rouen Ruth's cases, their resignations were executed on Saudia's blank letterheads
that Saudia had provided. These letterheads already had the word "RESIGNATION" typed on the
subject portions of their headings when these were handed to respondents.

7. On November 8, 2007, respondents filed a Complaint against Saudia and its officers for illegal
dismissal and for underpayment of salary, overtime pay, premium pay for holiday, rest day,
premium, service incentive leave pay, 13 th month pay, separation pay, night shift differentials,
medical expense reimbursements, retirement benefits, illegal deduction, lay-over expense and
allowances, moral and exemplary damages, and attorney's fees.
Issue:
1. Whether/not the Labor Arbiter and the National Labor Relations Commission may exercise
jurisdiction over Saudi Arabian Airlines and apply Philippine law in adjudicating the present
dispute (presented by the petitioner)
2. Whether/not the respondents' voluntarily resigned or were illegally terminated. (Applicable to
Topic) (presented by the respondents)
3. Whether/not Brenda J. Betia may be held personally liable along with Saudi Arabian Airlines
Ruling:
Decision on Labor Arbiter: Dismissed respondents' Complaint for lack of jurisdiction/merit (Respondents
appeal)
National Labor Relations Commission's (NLRC) Sixth Division: Reversed previous ruling and directed
SAUDIA to pay the aggregate amount of SR614,001.24 corresponding to their backwages and separation
pay plus ten (10%) percent thereof as attorney's fees. In resolving the ff. issues, the court held that:
1. It noted that there were no special circumstances that warranted its abstention from exercising
jurisdiction
2. It held that there was nothing on record to support Saudia's claim that respondents
resigned voluntarily. (Applicable to Topic)

(Petitioners' Motion for Reconsideration was denied by NLRC)

Court of Appeals: Denied petitioners' Rule 65 Petition and modified the Decision of the NLRC with
respect to the award of separation pay and backwages which ordered the petitioners to pay private
respondents separation pay which shall be computed from private respondents' first day of employment
up to the finality of this decision, at the rate of one month per year of service and backwages which shall
be computed from the date the private respondents were illegally terminated until finality of this decision.
Consequently, the ten percent (10%) attorney's fees shall be based on the total amount of the award. In
resolving the ff. issues, the court held that:
1. there is no basis for concluding that "Saudia Jeddah" is distinct from "Saudia Manila. What is
clear is Saudia's statement in its own Petition that what it has is a "Philippine Office
- A plain application of Section 3(d) of the Foreign Investments Act leads to no other
conclusion than that Saudia is a foreign corporation doing business in the Philippines. As
 such, Saudia may be sued in the Philippines and is subject to the jurisdiction of Philippine
tribunals.

, forum non conveniens is a device akin to the rule against forum shopping. It is designed to frustrate
illicit means for securing advantages and vexing litigants that

2. Georg Gratjahn Gmbh and Co. v. Isnani et al.

GR 109272, August 10, 1994

FACTS:
Petitioner is a multinational company licensed to operate in PHL. Private respondent Romana
Lanchinebre was a sales representative of petitioner from 1983 to mid-1992. On 3/12/ 1992 she secured a
loan of PHP 25K from petitioner. On 3/26/1992 and 6/10/1992 Lanchinebre made additional cash
advances totaling PHP10K. Of the total amount, PHP 12,170.73 remained unpaid. Despite demand,
private respondent Lanchinebre failed to pay.
On 7/22/1992 Lanchinebre filed with the RAB of NLRC Manila a complaint for illegal suspension,
dismissal and non-payment of commissions against petitioner. On 8/18/1992 petitioner filed against
private respondent a complaint for damages amounting to PHP 120K also with the AB NLRC Manila.
The two cases were consolidated.
On 9/2/1992 petitioner filed a complaint for collection of sum of money against private respondents
Romana and Teofilo Lanchinebre and raffled to the sala of respondent Judge Isnani. Instead of filing an
answer, private respondents moved to dismiss the complaint.
On 12/21/1992, a motion to dismiss was granted. Motion for Reconsideration by petitioner was denied.
ISSUE(S):
 1. Are the loan and cash advances of Romana secured while still employed by petitioner covered
by Art. 217 of Labor Code?
2. Does petitioner have the capacity to sue?
3. Is misjoinder of party ground for dismissing a case?
RULING:

1. No, in a long line of cases, the High Court averred that not every dispute between an employer-
employee is cognizable by the Labor Arbiter and the NLRC. In Molave Motor Sales, Inc. v. Laron (129
SCRA 485) the court stated that "although a controversy is between an employer and employee, the Labor
Arbiters have no jurisdiction if the Labor Code is not involved."

In Medina v. Castro-Bartolome (116 SCRA 597) the court ruled that "the pivotal question …is whether or
not the Labor Code has any relevance to the reliefs sought by plaintiffs. For if the LC has no relevance,
any discussion concerning the statutes amending it and whether or not they have retroactive effect is
unnecessary."

In San Miguel Corp. v. NLRC (161 SCRA 719) the court crystallized the doctrines set in Medina and
Molave Motors to wit:

"The important principle that runs through these 3 cases is that where the claim
to the principal relief sought is to be resolved not by reference to the LC or other
labor relations statute or a collective bargaining agreement but by the general
civil law, the jurisdiction over the dispute belongs to the regular courts… and not
to the Labor Arbiter and the NLRC."

Civil Case No. 92-2486 is a simple collection of a sum of money brought by petitioner, as creditor,
against private respondent, Romana Lanchinebre as debtor. The fact thaty they were employer and
employee at the time of the transaction does not negate the civil jurisdiction of the trial court. The case
does not involve adjudication of a labor dispute but recovery of a sum of money based on our civil laws
on obligation and contracts.

2. Yes, petitioner has the capacity to sue and being a foreign corp. is covered by the Omnibus
Investment Code of 1987, said law defines doing business as:

"…include soliciting orders, purchases, service contracts, opening offices,

whether called 'liaison offices' or branches; appointing representatives or
distributors who are domiciled in the PHL or who in any calendar year stay in the
PHL for a period or periods totaling 180 days or more; participating in the mgt.,
super-vision or control of any domestic business firm, entity or corp. in the PHL,
and any other acct or acts that imply a continuity of commercial dealings or
arrangements and contemplate to that extent the performance of acts or works, or
the exercise of some of the functions normal and incident to and in progressive
prosecution of commercial gain or of the purpose and object of the business
organization."

In addition, private respondents are estopped to challenge the personality of a corporation after having
acknowledged the same by entering into a contract with it (Merrill Lynch Futures Inc. v CA)
3. No, misjoinder of a party is not a ground for dismissal of a case, it is a question of fact that
must be resolved with relevant evidence and not a motion to dismiss.
Petition granted. RTC orders are reversed and set aside and RTC Br. 59 Makati is ordered to reinstate the
case on its merits.

Petition granted. Respondent Judge ordered to reinstate the civil case and render judgment on the merits.

5. COMMUNICATION MATERIALS AND DESIGN, INC et al v.CA et al. G.R. No.

102223 August 22, 1996
FACTS:
Petitioners COMMUNICATION MATERIALS AND DESIGN, INC., (CMDI) and ASPAC MULTI-
TRADE INC., (ASPAC) are both domestic corporations. Private Respondents ITEC, INC. and/or ITEC,
INTERNATIONAL, INC. (ITEC) are corporations duly organised and existing under the laws of the
State of Alabama, USA. There is no dispute that ITEC is a foreign corporation not licensed to do business
in the Philippines.
ITEC entered into a contract with ASPAC referred to as “Representative Agreement”.
Pursuant to the contract, ITEC engaged ASPAC as its “exclusive representative” in the Philippines for
the sale of ITEC’s products, in consideration of which, ASPAC was paid a stipulated commission.
Through a “License Agreement” entered into by the same parties later on, ASPAC was able to
incorporate and use the name “ITEC” in its own name.
Thus, ASPAC Multi-Trade, Inc. became legally and publicly known as ASPAC-ITEC (Philippines).
One year into the second term of the parties’ Representative Agreement, ITEC decided to terminate the
same, because petitioner ASPAC allegedly violated its contractual commitment as stipulated in their
agreements. ITEC charges the petitioners and another Philippine Corporation, DIGITAL BASE
COMMUNICATIONS, INC. (DIGITAL), the President of which is likewise petitioner
Aguirre, of using knowledge and information of ITEC’s products specifications to develop their own line
of equipment and product support, which are similar, if not identical to ITEC’s own, and offering them to
ITEC’s former customer.
The complaint was filed with the RTC-Makati by ITEC, INC. Defendants filed a MTD the complaint on
the following grounds:
(1) That plaintiff has no legal capacity to sue as it is a foreign corporation doing business in the
Philippines without the required BOI authority and SEC license, and
(2) That plaintiff is simply engaged in forum shopping which justifies the application against it of
the principle of “forum non conveniens”.

The MTD was denied. Petitioners elevated the case to the respondent CA on a Petition for Certiorari and
Prohibition under Rule 65 of the Revised ROC. It was dismissed as well. MR denied, hence this Petition
for Review on Certiorari under Rule 45.
ISSUES
I. Whether or not the Philippine court acquired jurisdiction over the person of the petitioner corporation,
despite allegations of lack of capacity to sue because of non-registration. II.

Whether or not the Philippine court should give due course to the suit or dismiss it, on the principle of
forum non convenience.
HELD
I. We are persuaded to conclude that ITEC had been “engaged in” or “doing business” in the Philippines
for some time now. This is the inevitable result after a scrutiny of the different contracts and agreements
entered into by ITEC with its various business contacts in the country. Its arrangements, with these
entities indicate convincingly that ITEC is actively engaging in business in the country. A foreign
corporation doing business in the Philippines may sue in Philippine Courts although not authorised to do
business here against a Philippine citizen or entity who had contracted with and benefited by said
corporation. To put it in another way, a party is estopped to challenge the personality of a corporation
after having acknowledged the same by entering into a contract with it. And the doctrine of estoppel to
deny corporate existence applies to a foreign as well as to domestic corporations. One who has dealt with
a corporation of foreign origin as a corporate entity is estopped to deny its corporate existence and
capacity. In Antam Consolidated Inc. vs. CA et al. we expressed our chagrin over this commonly used
scheme of defaulting local companies which are being sued by unlicensed foreign companies not engaged
in business in the Philippines to invoke the lack of capacity to sue of such foreign companies. Obviously,
the same ploy is resorted to by ASPAC to prevent the injunctive action filed by ITEC to enjoin petitioner
from using knowledge possibly acquired in violation of fiduciary arrangements between the parties.
II. Petitioner’s insistence on the dismissal of this action due to the application, or non-application, of the
private international law rule of forum non conveniens defies well-settled rules of fair play. According to
petitioner, the Philippine Court has no venue to apply its discretion whether to give cognisance or not to
the present action, because it has not acquired jurisdiction over the person of the plaintiff in the case, the
latter allegedly having no personality to sue before Philippine Courts. This argument is misplaced because
the court has already acquired jurisdiction over the plaintiff in the suit, by virtue of his filing the original
complaint. And as we have already observed, petitioner is not at liberty to question plaintiff’s standing to
sue, having already acceded to the same by virtue of its entry into the Representative Agreement referred
to earlier.
Thus, having acquired jurisdiction, it is now for the Philippine Court, based on the facts of the case,
whether to give due course to the suit or dismiss it, on the principle of forum non convenience. Hence, the
Philippine Court may refuse to assume jurisdiction in spite of its having acquired jurisdiction.
Conversely, the court may assume jurisdiction over the case if it chooses to do so; provided, that the
following requisites are met:
2) That the Philippine Court is one to which the parties may conveniently resort to;
3) That the Philippine Court is in a position to make an intelligent decision as to the law and the facts;
and,
4) That the Philippine Court has or is likely to have power to enforce its decision. The aforesaid
requirements having been met, and in view of the court’s disposition to give due course to the questioned
action, the matter of the present forum not being the “most convenient” as a ground for the suit’s
dismissal, deserves scant consideration.
 6. JESUS DACOYCOY, petitioner, vs.
HON. INTERMEDIATE APPELLATE COURT, HON. ANTONIO V. BENEDICTO, Executive
Judge, Regional Trial Court, Branch LXXI, Antipolo, Rizal, and RUFINO DE
GUZMAN, respondents.
G.R. No. 74854 April 2, 1991

FACTS: On March 22, 1983, petitioner Jesus Dacoycoy, a resident of Balanti, Cainta, Rizal, filed before
the Regional Trial Court, Branch LXXI, Antipolo, Rizal, a complaint against private respondent Rufino
de Guzman praying for the annulment of two (2) deeds of sale involving a parcel of riceland situated in
Barrio Estanza, Lingayen, Pangasinan, the surrender of the produce thereof and damages for private
respondent's refusal to have said deeds of sale set aside upon petitioner's demand. Before summons could
be served on private respondent as defendant therein, the RTC Executive Judge issued an order requiring
counsel for petitioner to confer with respondent trial judge on the matter of venue. After said conference,
the trial court dismissed the complaint on the ground of improper venue. Petitioner appealed to the
Intermediate Appellate Court which affirmed the order of dismissal of his complaint. Hence, this present
petition for review.
Petitioner Claim: that the right to question the venue of an action belongs solely to the defendant and
that the court or its magistrate does not possess the authority to confront the plaintiff and tell him that the
venue was improperly laid, as venue is waivable. In other words, petitioner asserts, without the defendant
objecting that the venue was improperly laid, the trial court is powerless to dismiss the case motu proprio.
Respondent Counterclaim: Private respondent, on the other hand, maintains that the dismissal of
petitioner’s complaint is proper because the same can “readily be assessed as (a) real action.” He asserts
that “every court of justice before whom a civil case is lodged is not even obliged to wait for the
defendant to raise that venue was improperly laid
ISSUE: WON THE TRIAL COURT MOTU PROPIO DISMISS A COMPLAINT ON THE
GROUND OF IMPROPER VENUE.

HELD: No. Questions or issues relating to venue of actions are basically governed by Rule 4 of the
Revised Rules of Court. It is said that the laying of venue is procedural rather than substantive. It relates
to the jurisdiction of the court over the person rather than the subject matter. Provisions relating to venue
establish a relation between the plaintiff and the defendant and not between the court and the subject
matter. Venue relates to trial not to jurisdiction, touches more of the convenience of the parties rather than
the substance of the case. Although we are for the speedy and expeditious resolution of cases, justice and
fairness take primary importance. The ends of justice require that respondent trial court faithfully adhere
to the rules of procedure to afford not only the defendant, but the plaintiff as well, the right to be heard on
his cause.

WHEREFORE, in view of the foregoing, the decision of the Intermediate Appellate Court, now Court of
Appeals, dated April 11, 1986, is hereby nullified and set aside. The complaint filed by petitioner before
the Regional Trial Court of Antipolo, Branch LXXI is revived and reinstated. Respondent court is
enjoined to proceed therein in accordance with law.

7. THE MANILA HOTEL CORP. AND MANILA HOTEL INTL. LTD. vs. NLRC

G.R. No. 120077 October 13, 2000

FACTS: During his employment with the Mazoon Printing Press in the Sultanate of Oman, respondent
Marcelo Santos received a letter dated May 2, 1988 from Mr. Gerhard R. Shmidt, General Manager,
Palace Hotel, Beijing, China informing Santos that he was recommended by one Nestor Buenio, a friend
of his. Mr. Shmidt offered Santos the same position as printer, but with a higher monthly salary and
increased benefits. Santos was deemed resigned from the Mazoon Printing Press, on June 30, 1988 and
started to work at the Palace Hotel on November 5, 1988. Subsequently, Santos signed an amended
"employment agreement" with the Palace Hotel, effective November 5, 1988. The Vice President
(Operations and Development) of petitioner MHICL Miguel D. Cergueda signed the employment
agreement under the word "noted". However, due to business reverses brought about by the political
upheaval in China, the Palace Hotel terminated the employment of respondent. On February 20, 1990,
respondent Santos filed a complaint for illegal dismissal with the Arbitration Branch, National Capital
Region, National Labor Relations Commission (NLRC).

ISSUE: Whether or not the NLRC is a convenient forum to hear the case.

RULING: Under the rule of forum non conveniens, a Philippine court or agency may assume jurisdiction
over the case if it chooses to do so provided: (1) that the Philippine court is one to which the parties may
conveniently resort to; (2) that the Philippine court is in a position to make an intelligent decision as to the
law and the facts; and (3) that the Philippine court has or is likely to have power to enforce its
decision. The conditions are unavailing in the case at bar. The NLRC was a seriously inconvenient forum
given that all the incidents of the case — from the time of recruitment, to employment to dismissal
occurred outside the Philippines. The inconvenience is compounded by the fact that the proper
defendants, the Palace Hotel and MHICL are not nationals of the Philippines. Neither are they "doing
business in the Philippines." Likewise, the main witnesses, Mr. Shmidt and Mr. Henk are non-residents of
the Philippines. 
8. Aznar and Christensen v. Garcia

G.R. No. L-16749, 31 January 1963

FACTS:

Edward E. Christensen, though born in New York, migrated to California, where he resided and
consequently was considered a California citizen. In 1913, he came to the Philippines where he became a
domiciliary until his death. However, during the entire period of his residence in this country he had
always considered himself a citizen of California. In his will executed on March 5, 1951, he instituted an
acknowledged natural daughter, Maria Lucy Christensen as his only heir, but left a legacy of sum of
money in favor of Helen Christensen Garcia who was rendered to have been declared acknowledged
natural daughter.

Counsel for appellant claims that California law should be applied; that under California law, the matter is
referred back to the law of the domicile; that therefore Philippine law is ultimately applicable; that finally,
the share of Helen must be increased in view of the successional rights of illegitimate children under
Philippine law. On the other hand, counsel for the heir of Christensen contends that inasmuch as it is clear
that under Article 16 of our Civil Code, the national law of the deceased must apply, our courts must
immediately apply the internal law of California on the matter; that under California law there are no
compulsory heirs and consequently a testator could dispose of any property possessed by him in absolute
dominion and that finally, illegitimate children not being entitled to anything and his will remain
undisturbed.

ISSUE:

Whether or not the Philippine law should prevail in administering the estate of Christensen?

RULING:

The court in deciding to grant more successional rights to Helen said in effect that there are two rules in
California on the matter: the internal law which should apply to Californians domiciled in California; and
the conflict rule which should apply to Californians domiciled outside of California. The California
conflict rule says: “If there is no law to the contrary in the place where personal property is situated, is
deemed to follow the person of its owner and is governed by the law of his domicile.” Christensen being
domiciled outside California, the law of his domicile, the Philippines, ought to be followed.

ART. 16. Real property as well as personal property is subject to the law of the country where it is
situated.

However, intestate and testamentary successions, both with respect to the order of succession and to the
amount of successional rights and to the intrinsic validity of testamentary provisions, shall be regulated
by the national law of the person whose succession is under consideration, whatever may be the nature of
the property and regardless of the country where said property may be found.

There is no single American law governing the validity of testamentary provisions in the United States,
each state of the Union having its own private law applicable to its citizens only and in force only within
the state. The “national law” indicated in Article 16 of the Civil Code above quoted can not, therefore,
possibly mean or apply to any general American law. So it can refer to no other than the private law of
the State of California.
 9. G.R. No. L-23678 (June 6, 1967)
Testate of Amos Bellis vs. Edward A. Bellis, et al
FACTS:
Amos G. Bellis was a citizen of the State of Texas and of the United States. He had five legitimate
children with his first wife (whom he divorced), three legitimate children with his second wife (who
survived him) and, finally, three illegitimate children.
6 years prior Amos Bellis’ death, he executed two(2) wills, apportioning the remainder of his estate and
properties to his seven surviving children. The appellants filed their oppositions to the project of partition
claiming that they have been deprived of their legitimes to which they were entitled according to the
Philippine law. Appellants argued that the deceased wanted his Philippine estate to be governed by the
Philippine law, thus the creation of two separate wills.
ISSUE:
Whether or not the Philippine law be applied in the case in the determination of the illegitimate children’s
successional rights
RULING:
Court ruled that provision in a foreigner’s will to the effect that his properties shall be distributed in
accordance with Philippine law and not with his national law, is illegal and void, for his national law
cannot be ignored in view of those matters that Article 10 — now Article 16 — of the Civil Code states
said national law should govern.
Where the testator was a citizen of Texas and domiciled in Texas, the intrinsic validity of his will should
be governed by his national law. Since Texas law does not require legitimes, then his will, which
deprived his illegitimate children of the legitimes, is valid.
The Supreme Court held that the illegitimate children are not entitled to the legitimes under the texas law,
which is the national law of the deceased.

What is the Renvoi Doctrine?

The Renvoi Doctrine is a judicial precept whereby the Conflict of Laws Rule in the place of the forum
refer a matter to the Conflict of Laws Rule in another, and the latter refers the matter back to the forum
(remission) or to a third state (transmission). Thus, owing to its french translation: “to send back” or “to
refer back unopened”.
It becomes relevant in cases where the individual involved is a national of one country and a domiciliary
of another; or with respect to property, the property is located in one country and the law of another is
being invoked relative to the issues concerning the property. So much so that where an individual (a
decedent) is a national and a domiciliary of one country (say, Texas U.S.), there can be no Renvoi as to
the issue concerning the validity of his disposition by virtue of the will here in the Philippines since it is
the law of the nationality which is to be applied and there was no instance of the matter being referred
back (Bellis vs. Bellis; Note that in the case, the Doctrine of Processual Presumption was applied).

An example where the Renvoi Doctrine was applied was in the case of Aznar vs. Garcia. The Decedent
was a national of California and a domiciliary of the Philippines. The acknowledged natural child claimed
her right to her legitime pursuant to Philippine law. This was opposed by the decedent’s executor
contending that the will, not mentioning her legitimes, was valid pursuant to Californian law. The Court
in the Philippines ruled in favor of the child. The reason: while the Philippine laws hold that it is the law
of the country of nationality of the decedent which should govern, where the law of the latter refers back
the matter to the forum or domiciliary, there is Renvoi. Thus the Philippine Court will take cognizance of
the issue and apply the law of the Philippines. The law of the state of California provides for the
applicBility of the law of the domicile, by reason of which the Court validly ruled in favor of the
acknowledged natural child.

BELLIS vs BELLIS 20 SCRA 358 G.R. No. L-23678, June 6, 1967

FACTS:

Amos Bellis, a US citizen, died a resident of Texas. He left two wills -- one devising a certain amount of
money to his first wife and three illegitimate children and another, leaving the rest of his estate to his
seven legitimate children. Before partition, the illegitimate children who are Filipinos opposed on the
ground that they are deprived of their legitimes.

ISSUE:
Whether the applicable law is Texas law or Philippine laws

HELD:
Applying the nationality rule, the law of Texas should govern the intrinsic validity of the will and
therefore answer the question on entitlement to legitimes. But since the law of Texas was never proven,
the doctrine of processual presumption was applied. Hence, SC assumed that Texas law is the same as
Philippine laws, which upholds the nationality rule. Renvoi doctrine is not applicable because there is no
conflict as to the nationality and domicile of Bellis. He is both a citizen and a resident of Texas. So even
if assuming the law of Texas applies the domiciliary rule, it is still Texas law that governs because his
domicile is Texas.

BELLIS vs. BELLIS

G.R. No. L-23678
June 6, 1967

FACTS:

AMOS G. BELLIS was a citizen and resident of Texas at the time of his death. He executed a will in the
Philippines, in which he directed that after all taxes, obligations, and expenses of administration are paid
for, his distributable estate should be divided, in trust, in the following order and manner

a) $240,000.00 to his first wife MARY E. MALLEN

b) $120,000.00 to his three illegitimate childrenAMOS BELLIS, JR., MARIA CRISTINA BELLIS,
MIRIAM PALMA BELLIS,or $40,000.00 each, and

c) After foregoing the two items have been satisfied, the remainder shall go to his seven surviving
children by his first and second wives EDWARD A. BELLIS, HENRY A. BELLIS, ALEXANDER
BELLIS, and ANNA BELLIS-ALLSMAN, EDWARD G. BELLIS, WA LTER S. BELLIS, and
DOROTHY E. BELLIS in equal shares.

MARIA CRISTINA BELLIS and MIRIAM PALMA BELLIS filed their respective oppositions to the
project of partition on the ground that they were deprived of their legitimes as illegitimate children and,
therefore, compulsory heirs of the deceased.

The LOWER COURT issued an order overruling the oppositions and approving the executor’s final
account, report and administration, and project of partition. Relying upon Article 16 of the Civil Code, it
applied the national law of the decedent, which in this case is which did not provide for legitimes

ISSUE:

Which law must apply in executing the will of the deceased – Texas Law or Philippine Law?

HELD:
The said illegitimate children are not entitled to their legitimes under the Texas Law(which is the national
law of the deceased), here are no legitimes. The renvoi doctrinecannot be applied. Said doctrine is usually
pertinent where the decedent is a national of one country ad a domiciliary of another. In the said case, it is
not disputed that the deceased was both a national of Texas and a domicile thereof at the time of his
death.

Article 16, Paragraph 2 of Civil code render applicable the national law of the decedent, in intestate and
testamentary successions, with regard to four items: (a) the order of succession, (b) the amount of
successional rights, (c) the intrinsic validity of provisions of will, and (d) the capacity to succeed.

They provide that

ART.16 Real property as well as personal property is subject to the law of the country to where it is
situated.However, intestate and testamentary successions, both with respect to the order of successions
and to the amount of successional rights and to the intrinsic validity of testamentary provisions, shall be
regulated by the national law of the person whose succession is under consideration, whatever may be the
nature of the property and regardless of the country wherein said property may be found.

Bellis vs Bellis
G.R. No. L-23678 June 6, 1967

Lessons Applicable: Divorce, Doctrine of Processual Presumption

Laws Applicable: Art. 16, 17 1039 NCC

Violet Kennedy (2nd wife) ß Amos G. Bellis --- Mary E. Mallen (1st wife)
Legitimate Children: Legitimate Children:
Edward A. Bellis Amos Bellis, Jr.
George Bellis (pre-deceased) Maria Cristina Bellis
Henry A. Bellis Miriam Palma Bellis
Alexander Bellis
Anna Bellis Allsman

FACTS:
 Amos G. Bellis, a citizen of the State of Texas and of the United States.
 By his first wife, Mary E. Mallen, whom he divorced, he had 5 legitimate children: Edward A.
Bellis, George Bellis (who pre-deceased him in infancy), Henry A. Bellis, Alexander Bellis and
Anna Bellis Allsman
 By his second wife, Violet Kennedy, who survived him, he had 3 legitimate children: Edwin G.
Bellis, Walter S. Bellis and Dorothy Bellis; and finally, he had three illegitimate children: Amos
Bellis, Jr., Maria Cristina Bellis and Miriam Palma Bellis
 August 5, 1952: Amos G. Bellis executed a will in the Philippines dividing his estate as follows:
1. $240,000.00 to his first wife, Mary E. Mallen
2. P40,000.00 each to his 3 illegitimate children, Amos Bellis, Jr., Maria Cristina Bellis, Miriam
Palma Bellis
3. remainder shall go to his seven surviving children by his first and second wives
 July 8, 1958: Amos G. Bellis died a resident of Texas, U.S.A
 September 15, 1958: his will was admitted to probate in the CFI of Manila on
 People's Bank and Trust Company as executor of the will did as the will directed
 Maria Cristina Bellis and Miriam Palma Bellis filed their respective oppositions on the ground
that they were deprived of their legitimes as illegitimate children
 Probate Court: Relying upon Art. 16 of the Civil Code, it applied the national law of the
decedent, which in this case is Texas law, which did not provide for legitimes.
ISSUE: W/N Texas laws or national law of Amos should govern the intrinsic validity of the will

HELD: YES. Order of the probate court is hereby affirmed

 Doctrine of Processual Presumption:
 The foreign law, whenever applicable, should be proved by the proponent thereof, otherwise,
such law shall be presumed to be exactly the same as the law of the forum.
 In the absence of proof as to the conflict of law rule of Texas, it should not be presumed different
from ours. Apply Philippine laws.
 Article 16, par. 2, and Art. 1039 of the Civil Code, render applicable the national law of the
decedent, in intestate or testamentary successions, with regard to four items: (a) the order of
succession; (b) the amount of successional rights; (e) the intrinsic validity of the provisions of the
will; and (d) the capacity to succeed. They provide that —
 ART. 16. Real property as well as personal property is subject to the law of the country where it
is situated.
However, intestate and testamentary successions, both with respect to the order of succession and
to the amount of successional rights and to the intrinsic validity of testamentary provisions, shall
be regulated by the national law of the person whose succession is under consideration, whatever
 may he the nature of the property and regardless of the country wherein said property may be
found.
 ART. 1039. Capacity to succeed is governed by the law of the nation of the decedent.
 The parties admit that the decedent, Amos G. Bellis, was a citizen of the State of Texas, U.S.A.,
and that under the laws of Texas, there are no forced heirs or legitimes. Accordingly, since the
intrinsic validity of the provision of the will and the amount of successional rights are to be
determined under Texas law, the Philippine law on legitimes cannot be applied to the testacy of
Amos G. Bellis.

10. G.R. No. L-104776 December 5, 1994

BIENVENIDO M. CADALIN, ROLANDO M. AMUL, DONATO B. EVANGELISTA, and the rest

of 1,767 NAMED-COMPLAINANTS, thru and by their Attorney-in-fact, Atty. GERARDO A. DEL
MUNDO, petitioners,
vs.
PHILIPPINE OVERSEAS EMPLOYMENT ADMINISTRATION'S ADMINISTRATOR,
NATIONAL LABOR RELATIONS COMMISSION, BROWN & ROOT INTERNATIONAL, INC.
AND/OR ASIA INTERNATIONAL BUILDERS CORPORATION, respondents.

(In summary, some hundreds of workers brought a labor case against an agent of their employer in the
Philippines. In Bahrain, the amir there provided for additional labor benefits, but the prescriptive period is
within 1 year only. In the Philippines however, our labor laws says that the prescriptive period is 3 years
whilst a civil code provision says that actions based on written contracts prescribe only after 10 years (Art
1144 of CC). POEA and NLRC for the companies. Complainants brought case under Rule 65 alleging
grave abuse of discretion.
Issue: on whether the Bahrain prescriptive period will work in the Philippines?
SC ruling: No.
Prescriptive period may be substantive or procedural depending upon the characterization of the law of
the forum. This would have been immaterial if we had utilized a “borrowing” statute. But we aren’t using
a borrowing statute. More so, a jurisprudential authority in US stipulates that unless the foreign country’s
prescriptive period is expressly made to apply to foreign cases, it wouldn’t be made to apply in the
foreign forum. Also, the 1-year prescriptive period by the Bahrain law would be against public policy as
there is a constitutional provision protecting the rights of labor.)