1.

Golden Arches Development Corporation vs. St. Francis Square

Holdings, Inc., 640 SCRA 227 , January 19, 2011
Case Title : GOLDEN ARCHES DEVELOPMENT CORPORATION, petitioner, vs.
ST. FRANCIS SQUARE HOLDINGS, INC., respondentCase Nature :
PETITION for review on certiorari of a decision of the Court of Appeals
Syllabi Class : Remedial Law|Actions|Venue
Syllabi:
1. Remedial Law; Actions; Venue; Venue, in essence, concerns a rule
of procedure. In personal actions, it is fixed for the greatest possible
convenience of the plaintiff and his witnesses, and to promote the
ends of justice; Specifically with respect to a domestic corporation, it is in
a metaphysical sense a resident of the place where its principal office is
located as stated in the articles of incorporation.+

Division: THIRD DIVISION

Docket Number: G.R. No. 183843

Counsel: Manlangit, Maquinto, Salomon & De Guzman Law Office

Ponente: CARPIO-MORALES,J.

Dispositive Portion:
WHEREFORE, the petition is DENIED.

Citation Ref:
19 SCRA 379 | 487 SCRA 462 | 223 SCRA 670 | 587 SCRA 624 | 587 SCRA
624 | 19 SCRA 379 | 587 SCRA 624 | 587 SCRA 624 | 587 SCRA 624 | 442
SCRA 264 |

WHEREFORE, the petition is DENIED.

SO ORDERED.

Carpio (Chairperson), Nachura, Peralta and Abad, JJ., concur.

Petition denied.

Note.An exemption from all taxes excludes indirect taxes, unless the exempting statute is so couched
as to include indirect tax from the exemption. (Silkair [Singapore] Pte, Ltd. vs. Commissioner of Internal
Revenue, 544 SCRA 100 [2008])

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G.R. No. 183843.January 19, 2011.*

GOLDEN ARCHES DEVELOPMENT CORPORATION, petitioner, vs. ST. FRANCIS SQUARE HOLDINGS, INC.,
respondent.

Remedial Law; Actions; Venue; Venue, in essence, concerns a rule of procedure. In personal actions, it is
fixed for the greatest possible convenience of the plaintiff and his witnesses, and to promote the ends of
justice; Specifically with respect to a domestic corporation, it is in a metaphysical sense a resident of the
place where its principal office is located as stated in the articles of incorporation.Venue, in essence,
concerns a rule of procedure. In personal actions, it is fixed for the greatest possible convenience of the
plaintiff and his witnesses, and to promote the ends of justice. Respondents complaint, being one for
enforcement of contractual provisions and recovery of damages, is in the nature of a personal action
which, under Section 2, Rule 4 of the Rules of Court, shall be filed at the plaintiffs residence. Specifically
with respect to a domestic corporation, it is in

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* THIRD DIVISION.

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SUPREME COURT REPORTS ANNOTATED

Golden Arches Development Corporation vs. St. Francis Square Holdings, Inc.

a metaphysical sense a resident of the place where its principal office is located as stated in the articles
of incorporation.

PETITION for review on certiorari of a decision of the Court of Appeals.

The facts are stated in the opinion of the Court.

Manlangit, Maquinto, Salomon & De Guzman Law

Office for petitioner.

Javier, Jose, Mendoza & Associates for respondent.

CARPIO-MORALES,J.:

In June 1991, Golden Arches Development Corporation (petitioner) entered into a lease contract over a
property owned by Prince City Realty, Inc. located at the corner of Julia Vargas Avenue and Bank Drive,
Ortigas Center, Mandaluyong City.

The lease contract commenced on June 27, 1991 and was to terminate on February 27, 2008. On
November 2, 2006, however, petitioner informed St. Francis Square Holdings, Inc. (respondent),
successor-in-interest of ASB Holdings, Inc. by which Prince Realty, Inc. eventually became known, of its
intention to discontinue the lease.
Amicable negotiations between the parties having failed, respondent filed on May 4, 2007 an action for
breach of contract and damages against petitioner before the Regional Trial Court (RTC) of Mandaluyong.

Petitioner filed a Motion to Dismiss for lack of cause of action and improper venue. It claimed that
respondent maintained its principal address in Makati as records of the Securities and Exchange
Commission (SEC) in 2007 show, viz.:

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Golden Arches Development Corporation vs. St. Francis Square Holdings, Inc.

Cover Sheet of Amended Articles of Incorporation1 (wherein it is stated that the business address of ASB
Holdings Inc. is at Makati), Company Relationship Information Sheet, and Directors Certificate dated
February 3, 2007 stating that ASB Holdings, Inc., with principal address at Makati, had amended its
Articles of Incorporation by renaming it (ASB Holdings, Inc.) to St. Francis Square Holdings, Inc.,
respondent herein, hence, the complaint should have been filed in Makati. By filing the complaint in
Mandaluyong, petitioner concluded that respondent violated Section 2, Rule 4 of the Rules of Court
which provides:

Sec.2.Venue of personal actions.All other actions may be commenced and tried where the
plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant
resides, or in the case of a non-resident defendant where he may be found, at the election of the
plaintiff. (underscoring supplied)

Opposing the Motion to Dismiss, respondent claimed that it had closed down its office in Makati
effective December 31, 2005 as it now holds office in Mandaluyong City of which petitioner is aware.

By Order of August 21, 2007,2 Branch 212 of the Mandaluyong RTC denied the motion to dismiss in this
wise:

. . . [P]laintiffs[-herein respondents] Articles of Incorporation having stated [that] its principal office is
located in Metro Manila, this Court is of the opinion that venue was properly laid considering that the
instant case was filed in Mandaluyong Cty which is part or a place within Metro Manila.

Basic is the rule regarding propriety of venue in actions involving private juridical entities that the
principal place of business of a

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1 Respondent filed an amendment to its Articles of Incorporation in 2007 to reflect the change in the
name of the corporation to St. Francis Square Holdings, Inc.

2 Id., at pp. 99-104.

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SUPREME COURT REPORTS ANNOTATED

Golden Arches Development Corporation vs. St. Francis Square Holdings, Inc.

corporation determines its residence or domicile such that the place indicated in petitioners Articles of
Incorporation becomes controlling in determining the venue.3

Petitioner moved to reconsider the denial of the motion, pointing out that respondent violated SEC
Memorandum Circular No. 03 dated February 16, 2006, the relevant portion of which reads:

In line with the full disclosure requirement of existing laws, all corporations and partnerships applying
for registration with the Securities and Exchange Commission should state in their Articles of
Incorporation or Articles of Partnership the (i) specific address of their principal office, which shall
include, if feasible, the street name, barangay, city or municipality; and (ii) specific residence address of
each incorporator, stockholder, director, trustee, or partner.

Metro Manila shall no longer be allowed as address of the principal office. (emphasis and
underscoring supplied)

Albeit in respondents Amended Articles of Incorporation which was filed in 2007, after the above-stated
SEC circular had been issued, it still indicated its principal office address to be Metro Manila, the trial
court just the same denied petitioners motion for reconsideration by Order of November 12, 2007.4

On petition for certiorari and prohibition, the Court of Appeals, by Decision of July 22, 2008,5 affirmed
the trial courts order, hence, the present petition for review on certiorari.

The petition fails.

Venue, in essence, concerns a rule of procedure. In personal actions, it is fixed for the greatest possible
convenience of the

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3 Id., at p. 103.

4 Id., at pp. 105-107.

5 Penned by Associate Justice Myrna Dimaranan Vidal with the concurrence of Associate Justices Jose L.
Sabio, Jr. (ret.) and Jose C. Reyes, Jr., Rollo, pp. 11-22.

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Golden Arches Development Corporation vs. St. Francis Square Holdings, Inc.

plaintiff and his witnesses,6 and to promote the ends of justice.

Respondents complaint, being one for enforcement of contractual provisions and recovery of damages,
is in the nature of a personal action which, under Section 2, Rule 4 of the Rules of Court,7 shall be filed
at the plaintiffs residence. Specifically with respect to a domestic corporation, it is in a metaphysical
sense a resident of the place where its principal office is located as stated in the articles of
incorporation.8

The letters of petitioner itself to respondent dated November 2, 2006, December 18, 2006 and January
2, 2007 indicate the address of respondent to be at St. Francis Square Mall, Julia Vargas, Ortigas Center,
just as the letters of respondent to petitioner before the filing of the complaint on May 4, 2007 indicate
its (respondents) address to be at St. Francis Square Mall, Julia Vargas, Ortigas Center. Petitioner was
thus put on notice that at the respondents filing of the complaint, the latters business address has been
at Mandaluyong.

IN FINE, although respondents Amended Articles of Incorporation of 2007 indicates that its principal
business address is at Metro Manila, venue was properly laid in Mandaluyong since that is where it had
actually been residing (or holding its principal office) at the time it filed its complaint. Section 2, Rule 4
of the Rules of Court, quoted earlier, authorizes the plaintiff (respondent in this case) to make a choice of

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6 Marcos-Araneta v. Court of Appeals, G.R. No. 154096, August 22, 2008, 563 SCRA 41.

7 Sec.2.Venue of personal actions.All other actions may be commenced and tried where the
plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant
resides, or in the case of a non-resident defendant where he may be found, at the election of the
plaintiff.

8 Young Auto Supply v. Court of Appeals, G.R. No. 104175, June 25, 1993, 223 SCRA 670, 674 citing
Cohen v. Benguet Commercial Co., Ltd., 34 Phil. 526 [1916]; Clavecilla Radio System v. Antillon, 19 SCRA
379 [1967].

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Golden Arches Development Corporation vs. St. Francis Square Holdings, Inc.

venue for personal actionswhether to file the complaint in the place where he resides or where
defendant resides.9 Respondents choice must be respected as [t]he controlling factor in determining
venue for cases is the primary objective for which said cases are filed.10 Respondents purpose in filing
the complaint in Mandaluyong where it holds its principal office is obviously for its convenience and for
orderly administration of justice.

WHEREFORE, the petition is DENIED.

SO ORDERED.

Brion, Bersamin, Villarama, Jr. and Sereno, JJ., concur.

Petition denied.

Note.The motu proprio dismissal of a complaint by the trial court on the ground of improper venue is
plain error. (Republic vs. Glasgow Credit and Collection Services, Inc., 542 SCRA 95 [2008])

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9 Saludo, Jr. v. American Express International, Inc., G.R. No. 159507, April 19, 2006, 487 SCRA 462, 476.

10 Olympic Mines and Development Corp. v. Platinum Group Metals Corporation, G.R. No. 178188, May
8, 2009, 587 SCRA 624, 663, citing Go v. United Coconut Planters Bank, G.R. No. 156187, November 11,
2004, 442 SCRA 264.

Copyright 2017 Central Book Supply, Inc. All rights reserved. Golden Arches Development Corporation
vs. St. Francis Square Holdings, Inc., 640 SCRA 227, G.R. No. 183843 January 19, 2011