Singzon, a Philippine company, entered into an agreement through a broker in California to sell 500 tons of copra to Pacific Vegetable Oil, a foreign company, at $142 per ton to be delivered to the Pacific Coast. Singzon failed to deliver the copra. The companies then agreed that Singzon would deliver 300 tons in the next two months with a penalty clause. Singzon again failed to deliver. Pacific sued for damages. Singzon argued Pacific could not sue as it did not have a license to do business in the Philippines. However, the court held that the original agreement was entered into in the US and the copra was to be delivered there, so Pacific was not required to obtain a Philippine business license and could
Singzon, a Philippine company, entered into an agreement through a broker in California to sell 500 tons of copra to Pacific Vegetable Oil, a foreign company, at $142 per ton to be delivered to the Pacific Coast. Singzon failed to deliver the copra. The companies then agreed that Singzon would deliver 300 tons in the next two months with a penalty clause. Singzon again failed to deliver. Pacific sued for damages. Singzon argued Pacific could not sue as it did not have a license to do business in the Philippines. However, the court held that the original agreement was entered into in the US and the copra was to be delivered there, so Pacific was not required to obtain a Philippine business license and could
Singzon, a Philippine company, entered into an agreement through a broker in California to sell 500 tons of copra to Pacific Vegetable Oil, a foreign company, at $142 per ton to be delivered to the Pacific Coast. Singzon failed to deliver the copra. The companies then agreed that Singzon would deliver 300 tons in the next two months with a penalty clause. Singzon again failed to deliver. Pacific sued for damages. Singzon argued Pacific could not sue as it did not have a license to do business in the Philippines. However, the court held that the original agreement was entered into in the US and the copra was to be delivered there, so Pacific was not required to obtain a Philippine business license and could
Singzon, acting through its own broker in San Francisco, Ca., sold to Pacific Vegetable Oil 500 long tons of copra at $142 per short ton CIF Pacific Coast. The agreed price was to be covered by an irrevocable letter of credit for 100% of the K price. Pursuant to the K, the Bank of California, on behalf of Pacific, opened an irrevocable credit with China Bank in the Phils. However, Singzon failed to ship the copra. An agreement however was reached where Singzon promised to deliver 300 long tons during the months of Jan and Feb with penalty clause wherein stated that Singzon will be liable for $10,00 as damages and will still be bound to deliver the original 500 long tons in case he still fails to deliver pursuant to the 2nd agreement. Singzon still failed to deliver so Pacific filed for damages. Sinzon filed MtD on ground that Pacific had no personality to file the action as it had no license to do business in the Phils. HELD Pacific had personality to sue. Pacific did not transact business in the Phils. It clearly appears that the copra was actually sold by Singzon in the US-it was entered into the US by Singzons broker who was in California. Not only was the K entered into the US, it was agreed to be consummated there. Therefore, Pacific Oil has not transacted business in the Phils, as such, it is not required to obtain a license before it could have personality to bring a court action.