G.R. No.

101538 June 23, 1992

AUGUSTO BENEDICTO SANTOS III, represented by his father and legal
guardian, Augusto Benedicto Santos vs. NORTHWEST ORIENT AIRLINES
and CA
FACTS:
The petitioner is a minor and a resident of the Philippines. Private respondent
Northwest Orient Airlines (NOA) is a foreign corporation with principal office in
Minnesota, U.S.A. and licensed to do business and maintain a branch office in the
Philippines.
On October 21, 1986, the petitioner purchased from NOA a round-trip ticket in San
Francisco. U.S.A., for his flight from San Francisco to Manila via Tokyo and back. The
scheduled departure date from Tokyo was December 20, 1986. No date was
specified for his return to San Francisco.
On December 19, 1986, the petitioner checked in at the NOA counter in the San
Francisco airport for his scheduled departure to Manila. Despite a previous
confirmation and re-confirmation, he was informed that he had no reservation for
his flight from Tokyo to Manila. He therefore had to be wait-listed.
On March 12, 1987, the petitioner sued NOA for damages in the RTC of Makati. On
April 13, 1987, NOA moved to dismiss the complaint on the ground of lack of
jurisdiction, citing Article 28(1) of the Warsaw Convention, reading as follows:
Art. 28. (1) An action for damage must be brought at the option of the plaintiff, in
the territory of one of the High Contracting Parties, either before the court of the
domicile of the carrier or of his principal place of business, or where he has a place
of business through which the contract has been made, or before the court at the
place of destination.
The private respondent contended that the Philippines was not its domicile nor was
this its principal place of business. Neither was the petitioners ticket issued in this
country nor was his destination Manila but San Francisco in the United States.
Lower court granted the dismissal, CA affirmed.
ISSUE:
WON the Philippines has jurisdiction over the case. (Issue raised by the party is
WON the provision of the Warsaw convention was constitutional)
HELD:
No jurisdiction (the provision is constitutional).

The Convention is a treaty commitment voluntarily assumed by the Philippine

government and, as such, has the force and effect of law in this country. The
petitioners allegations are not convincing enough to overcome this presumption.
Apparently, the Convention considered the four places designated in Article 28 the
most convenient forums for the litigation of any claim that may arise between the
airline and its passenger, as distinguished from all other places.
NOTES:
WON Warsaw convention applies.
Convention applies to all international transportation of persons performed by
aircraft for hire. Whether the transportation is international is determined by the
contract of the parties, which in the case of passengers is the ticket. When the
contract of carriage provides for the transportation of the passenger between
certain designated terminals within the territories of two High Contracting Parties,
the provisions of the Convention automatically apply and exclusively govern the
rights and liabilities of the airline and its passenger.
WON MNL or SFO was the destination.
The place of destination, within the meaning of the Warsaw Convention, is
determined by the terms of the contract of carriage or, specifically in this case, the
ticket between the passenger and the carrier. Examination of the petitioners ticket
shows that his ultimate destination is San Francisco. Although the date of the return
flight was left open, the contract of carriage between the parties indicates that NOA
was bound to transport the petitioner to San Francisco from Manila. Manila should
therefore be considered merely an agreed stopping place and not the destination.
WON Northwest has domicile in the Philippines.
Notably, the domicile of the carrier is only one of the places where the complaint is
allowed to be filed under Article 28(1). By specifying the three other places, to wit,
the principal place of business of the carrier, its place of business where the
contract was made, and the place of destination, the article clearly meant that
these three other places were not comprehended in the term domicile.

COMMUNICATION MATERIALS AND DESIGN, INC et al vs.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 organized
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 ITECs 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 ITECs products specifications to develop their own
line of equipment and product support, which are similar, if not identical to ITECs
own, and offering them to ITECs 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.
ISSUE:
1. Did the Philippine court acquire jurisdiction over the person of the petitioner corp,
despite allegations of lack of capacity to sue because of non-registration?
2. Can the Philippine court give due course to the suit or dismiss it, on the principle
of forum non convenience?
HELD:
Petition dismissed.
1. YES; 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 authorized to do business here against a Philippine citizen or entity
who had contracted with and benefited by said corporation. To put it in another way,
a party is estopped to challenge the personality of a corporation after having
acknowledged the same by entering into a contract with it. And the doctrine of
estoppel to deny corporate existence applies to a foreign as well as to domestic
corporations. One who has dealt with a corporation of foreign origin as a corporate
entity is 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.
2. YES; Petitioners 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 cognizance 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 plaintiffs 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:
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 aforesaid requirements having been met, and in view of the courts 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 suits dismissal, deserves scant
consideration.

First Philippine International Bank vs. CA, January 24, 1996

Facts:
Producers Bank (now called First Philippine International Bank), which has been
under conservatorship since 1984, is the owner of 6 parcels of land. The Bank had
an agreement with Demetrio Demetria and Jose Janolo for the two to purchase the
parcels of land for a purchase price of P5.5 million pesos. The said agreement was
made by Demetria and Janolo with the Banks manager, Mercurio Rivera. Later
however, the Bank, through its conservator, Leonida Encarnacion, sought the
repudiation of the agreement as it alleged that Rivera was not authorized to enter
into such an agreement, hence there was no valid contract of sale. Subsequently,
Demetria and Janolo sued Producers Bank. The regional trial court ruled in favor of
Demetria et al. The Bank filed an appeal with the Court of Appeals.
Meanwhile, Henry Co, who holds 80% shares of stocks with the said Bank, filed a
motion for intervention with the trial court. The trial court denied the motion since
the trial has been concluded already and the case is now pending appeal.
Subsequently, Co, assisted by ACCRA law office, filed a separate civil case against
Demetria and Janolo seeking to have the purported contract of sale be declared
unenforceable against the Bank. Demetria et al argued that the second case
constitutes forum shopping.
ISSUES:
1. Whether or not there is forum shopping.
2. Whether or not there is a perfected contract of sale.
HELD:
Yes. There is forum shopping because there is identity of interest and parties
between the first case and the second case. There is identity of interest because
both cases sought to have the agreement, which involves the same property, be
declared unenforceable as against the Bank. There is identity of parties even though
the first case is in the name of the bank as defendant, and the second case is in the
name of Henry Co as plaintiff. There is still forum shopping here because Henry Co
essentially represents the bank. Both cases aim to have the bank escape liability
from the agreement it entered into with Demetria et al. The Supreme Court did not
lay down any disciplinary action against the ACCRA lawyers but they were warned
that a repetition will be dealt with more severely.

Yes. There is a perfected contract of sale because the bank manager, Rivera,
entered into the agreement with apparent authority. This apparent authority has
been duly proved by the evidence presented which showed that in all the dealings
and transactions, Rivera participated actively without the opposition of the
conservator. In fact, in the advertisements and announcements of the bank, Rivera
was designated as the go-to guy in relation to the disposition of the Banks assets.