Professional Documents
Culture Documents
Corpo Case Digests Set16
Corpo Case Digests Set16
Corpo Case Digests Set16
HOME
INSURANCE
vs.
EASTERN
SHIPPING
LINES
the
consignee
the
sum
of
P2,980.64
for
additional
freight
and
P826.14
G.R.
No.
L-‐34382
–
July
20,
1983
for
salvage
charges
against
the
goods;
(c)
for
the
goods
covered
by
Bill
of
Lading
No.
KCE-‐8,
ESLI
charged
the
consignee
the
sum
of
P3,292.26
FACTS:
for
additional
freight
and
P4,130.68
for
salvage
charges
against
the
Eastern
Shipping
Lines,
Inc.
(ESLI)
loaded
on
board
goods;
and
(d)
for
the
goods
under
Bills
of
Lading
Nos.
KMA-‐73
and
SS
Eastern
Explorer
in
Kobe,
Japan,
the
following
shipment
for
carriage
KMA-‐74,
ESLI
charged
the
consignee
the
sum
of
P8,337.06
for
salvage
to
Manila
and
Cebu,
freight
pre-‐paid
and
in
good
order
and
charges
against
the
goods.
condition,
viz:
(a)
(2)
boxes
internal
combustion
engine
parts,
consigned
to
William
Lines,
Inc.
under
Bill
of
Lading
No.
042283;
(b)
The
charges
were
all
paid
Philippine
Home
Assurance
Corporation
(10)
metric
tons
(334
bags)
ammonium
chloride,
consigned
to
Orca's
(PHAC)
under
protest
for
and
in
behalf
of
the
consignees.
PHAC,
as
Company
under
Bill
of
Lading
No.
KCE-‐12;
(c)
two
hundred
(200)
bags
subrogee
of
the
consignees,
thereafter
filed
a
complaint
before
the
Glue
300,
consigned
to
Pan
Oriental
Match
Company
under
Bill
of
Regional
Trial
Court
of
Manila,
against
ESLI
to
recover
the
sum
paid
Lading
No.
KCE-‐8;
and
(d)
garments,
consigned
to
Ding
Velayo
under
under
protest
on
the
ground
that
the
same
were
actually
damages
Bills
of
Lading
Nos.
KMA-‐73
and
KMA-‐74.
directly
brought
about
by
the
fault,
negligence,
illegal
act
and/or
breach
of
contract
of
ESLI.
While
the
vessel
was
off
Okinawa,
Japan,
a
small
flame
was
detected
on
the
acetylene
cylinder
located
in
the
accommodation
area
near
the
ESLI’s
contention:
it
exercised
the
diligence
required
by
law
in
the
engine
room
on
the
main
deck
level.
As
the
crew
was
trying
to
handling,
custody
and
carriage
of
the
shipment;
that
the
fire
was
extinguish
the
fire,
the
acetylene
cylinder
suddenly
exploded
sending
a
caused
by
an
unforeseen
event;
that
the
additional
freight
charges
are
flash
of
flame
causing
death
and
severe
injuries
to
the
crew
and
due
and
demandable
pursuant
to
the
Bill
of
Lading;
and
that
salvage
instantly
setting
fire
to
the
whole
superstructure
of
the
vessel.
The
charges
are
properly
collectible
under
Act
No.
2616,
known
as
the
incident
forced
the
master
and
the
crew
to
abandon
the
ship.
Salvage
Law.
Thereafter,
SS
Eastern
Explorer
was
found
to
be
a
constructive
total
RTC:
In
favor
of
ESLI.
ESLI
has
proven
that
loss
and
its
voyage
was
declared
abandoned.
Several
hours
later,
a
1.) it
is
seaworthy
before
the
ship
loaded
the
acetylene
cargoes
tugboat
under
the
control
of
Fukuda
Salvage
Co.
arrived
near
the
and
the
same
has
been
tested,
checked,
examined
and
has
vessel
and
commenced
to
tow
the
vessel
for
the
port
of
Naha,
Japan.
complied
with
the
required
safety
measures.
2.) The
loss
is
caused
by
a
natural
calamity
Fire
fighting
operations
were
again
conducted
at
the
said
port.
After
the
fire
was
extinguished,
the
cargoes
which
were
saved
were
loaded
CA:
Affirmed
RTC
decision.
to
another
vessel
for
delivery
to
their
original
ports
of
destination.
ESLI
charged
the
consignees
several
amounts
corresponding
to
additional
ISSUE:
freight
and
salvage
charges,
as
follows:
(a)
for
the
goods
covered
by
Who,
among
the
carrier,
consignee
or
insurer
of
the
goods,
is
liable
for
Bill
of
Lading
No.
042283,
ESLI
charged
the
consignee
the
sum
of
the
additional
charges
or
expenses
incurred
by
the
owner
of
the
ship
in
P1,927.65,
representing
salvage
charges
assessed
against
the
goods;
the
salvage
operations
and
in
the
transshipment
of
the
goods
via
a
(b)
for
the
goods
covered
by
Bill
of
Lading
No.
KCE-‐12,
ESLI
charged
different
carrier.
Respondent
carrier
must
refund
the
amount
paid
under
protest
for
a
Motion
to
Dismiss,
contending
that
petitioner
corporation
had
no
additional
freight
and
salvage
charges.
legal
capacity
to
sue.
In
an
Order
dated
March
8,
1993,
5
the
trial
court
dismissed
the
action
on
the
ground
that
petitioner
is
a
foreign
ERIKS
PTE
LTD.
VS.
CA
corporation
doing
business
in
the
Philippines
without
a
license.
G.R.
No.
118843
-‐
February
6,
1997.
On
appeal,
respondent
Court
affirmed
said
order
as
it
deemed
the
Is
a
foreign
corporation
which
sold
its
products
sixteen
times
over
a
five-‐ series
of
transactions
between
petitioner
corporation
and
private
month
period
to
the
same
Filipino
buyer
without
first
obtaining
a
license
respondent
not
to
be
an
"isolated
or
casual
transaction."
Thus,
to
do
business
in
the
Philippines,
prohibited
from
maintaining
an
action
respondent
Court
likewise
found
petitioner
to
be
without
legal
to
collect
payment
therefor
in
Philippine
courts?
In
other
words,
is
such
capacity
to
sue.
foreign
corporation
"doing
business"
in
the
Philippines
without
the
required
license
and
thus
barred
access
to
our
court
system?
ISSUE:
WON
petitioner-‐corporation
may
maintain
an
action
in
Philippine
FACTS:
courts
considering
that
it
has
no
license
to
do
business
in
the
country.
Petitioner
Eriks
Pte.
Ltd.
is
a
non-‐resident
foreign
corporation
engaged
in
the
manufacture
and
sale
of
elements
used
in
sealing
pumps,
valves
HELD:
and
pipes
for
industrial
purposes,
valves
and
control
equipment
used
NO.
In
the
durable
case
of
The
Mentholatum
Co.
vs.
Mangaliman,
this
for
industrial
fluid
control
and
PVC
pipes
and
fittings
for
industrial
Court
discoursed
on
the
test
to
determine
whether
a
foreign
company
uses.
In
its
complaint,
it
alleged
that:
It
is
a
corporation
duly
organized
is
"doing
business"
in
the
Philippines,
thus:
and
existing
under
the
laws
of
the
Republic
of
Singapore.
It
is
not
licensed
to
do
business
in
the
Philippines
and
i(s)not
so
engaged
and
is
".
.
.
The
true
test,
however,
seems
to
be
whether
the
foreign
suing
on
an
isolated
transaction
for
which
it
has
capacity
to
sue
.
.
.
"
On
corporation
is
continuing
the
body
or
substance
of
the
business
or
various
dates,
private
respondent
Delfin
Enriquez,
Jr.,
doing
business
enterprise
for
which
it
was
organized
or
whether
it
has
substantially
under
the
name
and
style
of
Delrene
EB
Controls
Center
and/or
EB
retired
from
it
and
turned
it
over
to
another.
The
term
implies
a
Karmine
Commercial,
ordered
and
received
from
petitioner
various
continuity
of
commercial
dealings
and
arrangements,
and
elements
used
in
sealing
pumps,
valves,
pipes
and
control
equipment,
contemplates,
to
that
extent,
the
performance
of
acts
or
works
or
the
PVC
pipes
and
fittings.
exercise
of
some
of
the
functions
normally
incident
to,
and
in
progressive
prosecution
of,
the
purpose
and
object
of
its
organization.”
The
transfers
of
goods
were
perfected
in
Singapore,
for
private
respondent's
account,
F.O.B.
Singapore,
with
a
90-‐day
credit
term.
We
find
no
reason
to
disagree
with
both
lower
courts.
More
than
the
Subsequently,
demands
were
made
by
petitioner
upon
private
sheer
number
of
transactions
entered
into,
a
clear
and
unmistakable
respondent
to
settle
his
account,
but
the
latter
failed/refused
to
do
so.
intention
on
the
part
of
petitioner
to
continue
the
body
of
its
business
in
the
Philippines
is
more
than
apparent.
As
alleged
in
its
complaint,
it
Petitioner
corporation
filed
with
the
Regional
Trial
Court
of
Makati
for
is
engaged
in
the
manufacture
and
sale
of
elements
used
in
sealing
the
recovery
of
S$41,939.63
or
its
equivalent
in
Philippine
currency,
pumps,
valves,
and
pipes
for
industrial
purposes,
valves
and
control
plus
interest
thereon
and
damages.
Private
respondent
responded
with
equipment
used
for
industrial
fluid
control
and
PVC
pipes
and
fittings
for
industrial
use.
Thus,
the
sale
by
petitioner
of
the
items
covered
by
corporation
is
"doing
business"
does
not
necessarily
depend
upon
the
the
receipts,
which
are
part
and
parcel
of
its
main
product
line,
was
frequency
of
its
transactions,
but
more
upon
the
nature
and
character
actually
carried
out
in
the
progressive
prosecution
of
commercial
gain
of
the
transactions.
and
the
pursuit
of
the
purpose
and
object
of
its
business,
pure
and
simple.
Further,
its
grant
and
extension
of
90-‐day
credit
terms
to
Incapacitated
to
Maintain
Suit
private
respondent
for
every
purchase
made,
unarguably
shows
an
intention
to
continue
transacting
with
private
respondent,
since
in
the
Accordingly
and
ineluctably,
petitioner
must
be
held
to
be
usual
course
of
commercial
transactions,
credit
is
extended
only
to
incapacitated
to
maintain
the
action
a
quo
against
private
respondent.
customers
in
good
standing
or
to
those
on
whom
there
is
an
intention
to
maintain
long-‐term
relationship.
This
being
so,
the
existence
of
a
It
was
never
the
intent
of
the
legislature
to
bar
court
access
to
a
foreign
distributorship
agreement
between
the
parties,
as
alleged
but
not
corporation
or
entity
which
happens
to
obtain
an
isolated
order
for
proven
by
private
respondent,
would,
if
duly
established
by
competent
business
in
the
Philippines.
Neither,
did
it
intend
to
shield
debtors
evidence,
be
merely
corroborative,
and
failure
to
sufficiently
prove
from
their
legitimate
liabilities
or
obligations.
15
But
it
cannot
allow
said
allegation
will
not
significantly
affect
the
finding
of
the
courts
foreign
corporations
or
entities
which
conduct
regular
business
any
below.
Nor
our
own
ruling.
It
is
precisely
upon
the
set
of
facts
above-‐ access
to
courts
without
the
fulfillment
by
such
corporations
of
the
detailed
that
we
concur
with
respondent
Court
that
petitioner
necessary
requisites
to
be
subjected
to
our
government's
regulation
corporation
was
doing
business
in
the
country.
and
authority.
By
securing
a
license,
the
foreign
entity
would
be
giving
assurance
that
it
will
abide
by
the
decisions
of
our
courts,
even
if
Equally
important
is
the
absence
of
any
fact
or
circumstance
which
adverse
to
it.
might
tend
even
remotely
to
negate
such
intention
to
continue
the
progressive
prosecution
of
petitioner's
business
activities
in
this
Other
Remedy
Still
Available
country.
Had
private
respondent
not
turned
out
to
be
a
bad
risk,
in
all
likelihood
petitioner
would
have
indefinitely
continued
its
commercial
By
this
judgment,
we
are
not
foreclosing
petitioner's
right
to
collect
transactions
with
him,
and
not
surprisingly,
in
ever
increasing
payment.
Res
judicata
does
not
set
in
a
case
dismissed
for
lack
of
volumes.
capacity
to
sue,
because
there
has
been
no
determination
on
the
merits.
Moreover,
this
Court
has
ruled
that
subsequent
acquisition
of
Thus,
we
hold
that
the
series
of
transactions
in
question
could
not
have
the
license
will
cure
the
lack
of
capacity
at
the
time
of
the
execution
of
been
isolated
or
casual
transactions.
What
is
determinative
of
"doing
the
contract.
business"
is
not
really
the
number
or
the
quantity
of
the
transactions,
but
more
importantly,
the
intention
of
an
entity
to
continue
the
body
of
The
requirement
of
a
license
is
not
meant
to
put
foreign
corporations
its
business
in
the
country.
The
number
and
quantity
are
merely
at
a
disadvantage.
Rather,
the
doctrine
of
lack
of
capacity
to
sue
is
evidence
of
such
intention.
The
phrase
"isolated
transaction"
has
a
based
on
considerations
of
sound
public
policy.
18
Thus,
it
has
been
definite
and
fixed
meaning,
i.e.
a
transaction
or
series
of
transactions
ruled
in
Home
Insurance
that:
set
apart
from
the
common
business
of
a
foreign
enterprise
in
the
sense
that
there
is
no
intention
to
engage
in
a
progressive
pursuit
of
"'.
.
.
The
primary
purpose
of
our
statute
is
to
compel
a
foreign
the
purpose
and
object
of
the
business
organization.
Whether
a
foreign
corporation
desiring
to
do
business
within
the
state
to
submit
itself
to
the
jurisdiction
of
the
courts
of
this
state.
The
statute
was
not
intended
(3) Hutchison
Ports
Philippines
Limited
(or
HPPL),
to
exclude
foreign
corporations
from
the
state.
.
.
The
better
reason,
the
representing
a
consortium
composed
of
HPPL,
Guoco
wiser
and
fairer
policy,
and
the
greater
weight
lie
with
those
decisions
Holdings
(Phils.),
Inc.
and
Unicol
Management
Services,
which
hold
that
where,
as
here,
there
is
a
prohibition
with
a
penalty,
Inc.
with
no
express
or
implied
declarations
respecting
the
validity
of
enforceability
of
contracts
made
by
qualified
foreign
corporations,
the
SBMA
hired
three
international
consultants
and
a
firm
to
ensure
that
contracts
.
.
.
are
enforceable
.
.
.
upon
compliance
with
the
law.'
(Peter
there
would
be
a
transparent
and
comprehensive
review
of
the
&
Burghard
Stone
Co.
v.
Carper,
172
N.E.
319
[1930].)"
submitted
bids
and
to
assist
in
the
evaluation
of
the
bids
and
in
the
negotiation
process
after
the
winning
bidder
is
chosen.
Hutchison
While
we
agree
with
petitioner
that
the
country
needs
to
develop
trade
Ports
won.
relations
and
foster
friendly
commercial
relations
with
other
states,
we
also
need
to
enforce
our
laws
that
regulate
the
conduct
of
foreigners
Before
the
award,
however,
respondent
RPSI
sought
the
setting
aside
who
desire
to
do
business
here.
Such
strangers
must
follow
our
laws
of
ICTSI's
bid
on
the
ground
that
ICTSI
is
legally
barred
from
operating
and
must
subject
themselves
to
reasonable
regulation
by
our
a
second
port
pursuant
to
Executive
Order
No.
212
and
DOTC
Order
government.
95-‐863
as
it
already
operates
the
Manila
International
Container
Port.
On
August
15,
1996,
the
SBMA-‐PBAC
issued
a
resolution
rejecting
the
WHEREFORE,
premises
considered,
the
instant
petition
is
hereby
bid
of
ICTSI
because
"said
bid
does
not
comply
with
the
requirements
DENIED
and
the
assailed
Decision
is
AFFIRMED.
of
the
tender
documents
and
the
laws
of
the
Philippines"
and
declared
that
the
winning
bid
be
awarded
to
HUTCHISON
PORTS
PHILIPPINES
SO
ORDERED.
LIMITED
(HPPL).
The
following
day,
ICTSI
filed
a
letter-‐appeal
with
SBMA's
Board
of
Directors
requesting
the
nullification
and
reversal
of
HUTCHINSON
PORTS
PHILS.
vs.
SBMA,
the
resolution.
But
even
before
the
SBMA
Board
could
act
on
the
G.R.
No.
131367
-‐
August
31,
2000
appeal,
ICTSI
filed
a
similar
appeal
before
the
Office
of
the
President.
FACTS:
President
Fidel
Ramos
ordered
the
SBMA
Board
of
Directors
to
re-‐
On
February
12,
1996,
the
Subic
Bay
Metropolitan
Authority
(or
evaluate
the
financial
bids
submitted
by
the
qualified
bidders.
As
a
SBMA)
advertised
in
leading
national
daily
newspapers
and
in
one
result,
the
SMBA
Board
issued
a
resolution
declaring
HPPL
as
the
international
publication,
an
invitation
offering
to
the
private
sector
winning
bidder
and
awarded
the
concession
for
the
operation
and
the
opportunity
to
develop
and
operate
a
modern
marine
container
development
of
the
Subic
Bay
Container
Terminal.
The
SBMA
Board
of
terminal
within
the
Subic
Bay
Freeport
Zone.
Out
of
the
seven
bidders,
Directors
submitted
to
the
Office
of
the
President
the
results
of
the
re-‐
declared
three
qualified
bidders.
evaluation
of
the
bid
proposals.
However,
Executive
Secretary
Ruben
Torres
submitted
a
memorandum
to
the
Office
of
the
President
(1) International
Container
Terminal
Services,
Inc.
(or
ICTSI)
recommending
that
another
rebidding
be
conducted.
(2) a
consortium
consisting
of
Royal
Port
Services,
Inc.
and
On
July
7,
1997,
the
HPPL,
feeling
aggrieved
by
the
SBMA's
failure
and
HPC
Hamburg
Port
Consulting
GMBH
(or
RPSI)
refusal
to
commence
negotiations
and
to
execute
the
Concession
Agreement
despite
its
earlier
pronouncements
that
HPPL
was
the
winning
bidder,
filed
a
complaint
against
SBMA
before
the
Regional
conducted,
the
same
was
within
the
authority
of
the
President
and
was
Trial
Court
(RTC)
of
Olongapo
City
for
specific
performance,
a
valid
exercise
of
his
prerogative.
Consequently,
petitioner
HPPL
mandatory
injunction
and
damages.
Complainant
HPPL
alleged
and
acquired
no
clear
and
unmistakable
right
as
the
award
announced
by
argued
therein
that
a
binding
and
legally
enforceable
contract
had
the
SBMA
prior
to
the
President's
revocation
thereof
was
not
final
and
been
established
between
HPPL
and
defendant
SBMA
under
Article
binding.
1305
of
the
Civil
Code,
considering
that
SBMA
had
repeatedly
declared
and
confirmed
that
HPPL
was
the
winning
bidder.
Having
accepted
EFFECT:
T
HPPL's
offer
to
operate
and
develop
the
proposed
container
terminal,
here
being
no
clear
and
unmistakable
right
on
the
part
of
petitioner
defendant
SBMA
is
duty-‐bound
to
comply
with
its
obligation
by
HPPL,
the
rebidding
of
the
proposed
project
can
no
longer
be
enjoined
commencing
negotiations
and
drawing
up
a
Concession
Agreement
as
there
is
no
material
and
substantial
invasion
to
speak
of.
Thus,
there
with
plaintiff
HPPL.
is
no
longer
any
urgent
or
permanent
necessity
for
the
writ
to
prevent
any
perceived
serious
damage.
In
fine,
since
the
requisites*
for
the
While
the
case
before
the
trial
court
was
pending
litigation,
the
SBMA
issuance
of
the
writ
of
injunction
are
not
present
in
the
instant
case,
sent
notices
to
plaintiff
HPPL,
ICTSI
and
RPSI
requesting
them
to
petitioner's
application
must
be
denied
for
lack
of
merit.
declare
their
interest
in
participating
in
a
rebidding
of
the
proposed
project.
HPPL
learned
that
the
SBMA
had
accepted
the
bids
of
ICTSI
*Requisites:
and
RPSI
who
were
the
only
bidders
who
qualified.
In
order
to
enjoin
(1)
Applicant
must
have
a
clear
and
unmistakable
right.
the
rebidding
while
the
case
was
still
pending,
plaintiff
HPPL
filed
a
(2)
There
is
a
material
and
substantial
invasion
of
such
right.
motion
for
maintenance
of
the
status
quo.
However,
the
trial
court
(3)
There
is
an
urgent
and
permanent
necessity
for
the
writ
to
prevent
denied
the
motion.
serious
damage.
Hence,
HPPL
sought
prohibitory
injunction
before
the
Supreme
Court.
2nd
ISSUE:
WON
HPPL’s
participation
in
the
bidding
constitutes
"engaging
in"
or
1st
ISSUE:
"transacting"
business
which
requires
a
license
to
do
business
in
the
WON
HPPL
has
a
right
to
be
declared
as
the
winning
bidder.
Philippines.
HELD:
HELD:
NONE.
Though
the
SBMA
Board
of
Directors,
by
resolution,
may
have
YES.
Participating
in
the
bidding
process
constitutes
"doing
business"
declared
HPPL
as
the
winning
bidder,
said
award
cannot
be
said
to
be
because
it
shows
the
foreign
corporation's
intention
to
engage
in
final
and
unassailable.
The
SBMA
Board
of
Directors
and
other
officers
business
here.
The
bidding
for
the
concession
contract
is
but
an
are
subject
to
the
control
and
supervision
of
the
Office
of
the
President.
exercise
of
the
corporation's
reason
for
creation
or
existence.
It
is
the
All
projects
undertaken
by
SBMA
require
the
approval
of
the
President
performance
by
a
foreign
corporation
of
the
acts
for
which
it
was
of
the
Philippines
under
Letter
of
Instruction
No.
620,
which
places
the
created,
regardless
of
volume
of
business,
that
determines
whether
a
SBMA
under
its
ambit
as
an
instrumentality.
When
the
President
foreign
corporation
needs
a
license
or
not.
The
primary
purpose
of
the
issued
the
memorandum
setting
aside
the
award
previously
declared
license
requirement
is
to
compel
a
foreign
corporation
desiring
to
do
by
the
SBMA
in
favor
of
HPPL
and
directing
that
a
rebidding
be
business
within
the
Philippines
to
submit
itself
to
the
jurisdiction
of
the
courts
of
the
state
and
to
enable
the
government
to
exercise
To
secure
the
loan,
Marcopper
executed
in
favor
of
ADB
a
“Deed
of
jurisdiction
over
them
for
the
regulation
of
their
activities
in
this
Real
Estate
and
Chattel
Mortgage”
dated
November
11,
1992,
covering
country.
substantially
all
of
its
(Marcopper’s)
properties
and
assets
in
Marinduque.
It
was
registered
with
the
RD
on
the
following
day.
EFFECT
OF
FAILURE
TO
SECURE
A
LICENSE
TO
OPERATE:
If
a
foreign
corporation
operates
a
business
in
the
Philippines
without
a
license,
When
Marcopper
defaulted
in
the
payment
of
its
loan
obligation,
Placer
and
thus
does
not
submit
itself
to
Philippine
laws,
it
is
only
just
that
Dome,
in
fulfillment
of
the
SSCA
agreed
to
have
its
subsidiary
said
foreign
corporation
be
not
allowed
to
invoke
them
in
our
courts
corporation,
herein
petitioner
MR
Holding
Ltd.,
assumed
Marcopper’s
when
the
need
arises.
"While
foreign
investors
are
always
welcome
in
obligation
to
ADB
in
the
amount
of
$18,453,450.02.
Consequently,
ADB
this
land
to
collaborate
with
us
for
our
mutual
benefit,
they
must
be
assigned
to
petitioner
all
its
rights,
interests
and
obligations
under
the
prepared
as
an
indispensable
condition
to
respect
and
be
bound
by
principal
and
complementary
loan
agreements.
On
December
8,
1997,
Philippine
law
in
proper
cases,
as
in
the
one
at
bar."
The
requirement
Marcopper
likewise
executed
a
Deed
of
Assignment
in
favor
of
of
a
license
is
not
intended
to
put
foreign
corporations
at
a
petitioner.
Under
its
provisions,
Marcopper
assigns,
transfers,
cedes
disadvantage,
for
the
doctrine
of
lack
of
capacity
to
sue
is
based
on
and
conveys
to
petitioner,
its
assigns
and/or
successors-‐in-‐interest
all
considerations
of
sound
public
policy.
of
its
properties,
mining
equipments
and
facilities.
MR
HOLDINGS
vs.
BEJAR
Meanwhile,
it
appeared
that
on
May
7,
1997,
Solidbank
Corporation
G.R.
No.
138104
-‐
April
11,
2002
(Solidbank)
obtained
a
Partial
Judgment
against
Marcopper
from
the
RTC,
Branch
26,
Manila,
in
Civil
Case
No.
96-‐80083
entitled
“Solidbank
FACTS:
Corporation
vs.
Marcopper
Mining
Corporation,
John
E.
Loney,
Jose
E.
Asian
Development
Bank
(ADB),
a
multilateral
development
finance
Reyes
and
Teodulo
C.
Gabor,
Jr..
In
the
given
case,
Marcopper
was
institution,
on
November
4,
1992,
agreed
to
extend
to
Marcopper
ordered
to
pay
Solidbank
an
amount
of
P52,970,756.89.
Mining
Corp.
(Marcopper)
a
loan
in
the
amount
of
$40
million
under
a
“Principal
Loan
Agreement”
and
“Complementary
Loan
Agreement”,
to
Respondent
sheriff,
Carlos
P.
Bajar,
then
issued
2
notices
of
levy
on
finance
Marcopper’s
minin
project
at
Sta.
Cruz,
Marinduque.
The
Marcopper’s
personal
and
real
properties,,
and
over
all
its
stocks
of
principal
loan
of
$15
million
was
sourced
from
ADB’s
ordinary
capital
scrap
iron
and
unserviceable
mining
equipment.
Respondent
Bajar
resources,
while
the
complementary
loan
of
$25
million
was
funded
by
together
with
another
respondent
sheriff
Ferdinand
Jandusay
issued
2
the
Bank
of
Nova
Scotia,
a
participating
finance
institution.
notices
setting
the
public
auction
sale
of
the
levied
properties.
On
even
date,
ADB
and
Placer
Dome,
Inc.,
(Placer
Dome),
a
foreign
Petitioner,
upon
learning
of
the
same,
served
an
“Affidavit
of
Third-‐
corporation
which
owns
40%
of
Marcopper,
executed
a
“Support
and
Party
Claim”
upon
respondent
sheriffs.
Upon
denial
of
its
“Affidavit
of
Standby
Credit
Agreement”
(SSCA)
whereby
the
latter
agreed
to
Third–Party
Claim”
by
the
RTC
of
Manila,
petitioner
commenced
with
provide
Marcopper
with
cash
flow
support
for
the
payment
of
its
the
RTC
of
Boac,
Marinduque,
presided
by
Judge
Leonardo
P.
Ansaldo,
obligations
to
ADB.
a
complaint
for
reivindication
of
properties,
etc.,
with
prayer
for
preliminary
injunction
and
TRO
against
respondents
Solidbank,
Marcopper,
and
sheriffs
Bajar
and
Jandusay.
distributors
domiciled
in
the
Philippines
or
who
in
any
There
are
other
statutes
defining
the
term
“doing
business”
in
the
same
calendar
year
stay
in
the
country
for
a
period
or
periods
tenor
as
those
above-‐quoted,
and
as
may
be
observed,
one
common
totalling
one
hundred
eight(y)
(180)
days
or
more;
denominator
among
them
all
is
the
concept
of
“continuity.”
participating
in
the
management,
supervision
or
control
of
any
domestic
business,
firm,
entity,
or
corporation
in
the
In
the
case
at
bar,
the
CA
categorized
as
“doing
business”
petitioner’s
Philippines;
and
any
other
act
or
acts
that
imply
a
participation
under
the
“Assignment
Agreement”
and
the
“Deed
of
continuity
of
commercial
dealings
or
arrangements,
Assignment.”
This
is
simply
untenable.
The
expression
“doing
and
contemplate
to
that
extent
the
performance
of
business”
should
not
be
given
such
a
strict
and
literal
construction
as
acts
or
works;
or
the
exercise
of
some
of
the
functions
to
make
it
apply
to
any
corporate
dealing
whatever.
At
this
early
stage
normally
incident
to,
and
in
progressive
prosecution
and
with
petitioner’s
acts
or
transactions
limited
to
the
assignment
of,
commercial
gain
or
of
the
purpose
and
object
of
the
contracts,
it
cannot
be
said
that
it
had
performed
acts
intended
to
business
organization;
Provided,
however,
That
the
continue
the
business
for
which
it
was
organized.
It
may
not
be
amiss
phrase
‘doing
business’
shall
not
be
deemed
to
include
to
point
out
that
the
purpose
or
business
for
which
petitioner
mere
investment
as
a
shareholder
by
a
foreign
entity
in
was
organized
is
not
discernible
in
the
records.
No
effort
was
domestic
corporations
duly
registered
to
do
business,
exerted
by
the
Court
of
Appeals
to
establish
the
nexus
between
and/or
the
exercise
of
rights
as
such
investor,
nor
having
a
petitioner’s
business
and
the
acts
supposed
to
constitute
“doing
nominee
director
or
officer
to
represent
its
interests
in
business.”
Thus,
whether
the
assignment
contracts
were
such
corporation,
nor
appointing
a
representative
or
incidental
to
petitioner’s
business
or
were
continuation
thereof
is
distributor
domiciled
in
the
Philippines
which
transacts
beyond
determination.
business
in
its
own
name
and
for
its
own
account.”
The
SC
cannot
apply
the
case
cited
by
the
CA,
Far
East
Int’l
Import
and
Likewise,
Section
1
of
R.A.
No.
5455,
provides
that:
Export
Corp.
vs.
Nankai
Kogyo
Co.,
Ltd.,
which
held
that
a
single
act
may
“SECTION.
1.
Definition
and
scope
of
this
Act.
-‐
(1)
x
x
x
the
phrase
still
constitute
“doing
business”
if
“it
is
not
merely
incidental
or
casual,
‘doing
business’
shall
include
soliciting
orders,
purchases,
service
but
is
of
such
character
as
distinctly
to
indicate
a
purpose
on
the
part
contracts,
opening
offices,
whether
called
‘liaison’
offices
or
branches;
of
the
foreign
corporation
to
do
other
business
in
the
state.”
In
said
appointing
representatives
or
distributors
who
are
domiciled
in
the
case,
there
was
an
express
admission
from
an
official
of
the
foreign
Philippines
or
who
in
any
calendar
year
stay
in
the
Philippines
for
a
corporation
that
he
was
sent
to
the
Philippines
to
look
into
the
period
or
periods
totaling
one
hundred
eighty
days
or
more;
operation
of
mines,
thereby
revealing
the
foreign
corporation’s
desire
participating
in
the
management,
supervision
or
control
of
any
to
continue
engaging
in
business
here.
But
in
the
case
at
bar,
there
is
domestic
business
firm,
entity
or
corporation
in
the
Philippines;
and
no
evidence
of
similar
desire
or
intent.
Unarguably,
petitioner
may,
as
any
other
act
or
acts
that
imply
a
continuity
of
commercial
the
CA
suggested,
decide
to
operate
Marcopper’s
mining
business,
but,
dealings
or
arrangements,
and
contemplate
to
that
extent
the
of
course,
at
this
stage,
that
is
a
mere
speculation.
Or
it
may
decide
to
performance
of
acts
or
works,
or
the
exercise
of
some
of
the
sell
the
credit
secured
by
the
mining
properties
to
an
offshore
investor,
functions
normally
incident
to,
and
in
progressive
prosecution
of,
in
which
case
the
acts
will
still
be
isolated
transactions.
To
see
commercial
gain
or
of
the
purpose
and
object
of
the
business
through
the
present
facts
an
intention
on
the
part
of
petitioner
to
organization.”
start
a
series
of
business
transaction
is
to
rest
on
assumptions
or
probabilities
falling
short
of
actual
proof.
Courts
should
never
petitioner
to
continue
Marcopper’s
business”
could
have
no
basis
for
at
base
its
judgments
on
a
state
of
facts
so
inadequately
developed
that
time,
Marcopper’s
fate
cannot
yet
be
determined.
that
it
cannot
be
determined
where
inference
ends
and
conjecture
begins.
In
the
final
analysis,
we
are
convinced
that
petitioner
was
engaged
only
in
isolated
acts
or
transactions.
Single
or
isolated
acts,
contracts,
or
Absent
overt
acts
of
petitioner
from
which
the
SC
may
directly
infer
its
transactions
of
foreign
corporations
are
not
regarded
as
a
doing
or
intention
to
continue
Marcopper’s
business,
it
cannot
give
its
carrying
on
of
business.
Typical
examples
of
these
are
the
making
of
a
concurrence.
Significantly,
a
view
subscribed
upon
by
many
authorities
single
contract,
sale,
sale
with
the
taking
of
a
note
and
mortgage
in
the
is
that
the
mere
ownership
by
a
foreign
corporation
of
a
property
in
a
state
to
secure
payment
therefor,
purchase,
or
note,
or
the
mere
certain
state,
unaccompanied
by
its
active
use
in
furtherance
of
the
commission
of
a
tort.
In
these
instances,
there
is
no
purpose
to
do
any
business
for
which
it
was
formed,
is
insufficient
in
itself
to
constitute
other
business
within
the
country.
doing
business.
In
Chittim
vs.
Belle
Fourche
Bentonite
Products
Co.,
it
was
held
that
even
if
a
foreign
corporation
purchased
Addtl.
info.
and
took
conveyances
of
a
mining
claim,
did
some
assessment
Art.1387.
All
contracts
by
virtue
of
which
the
debtor
alienates
work
thereon,
and
endeavored
to
sell
it,
its
acts
will
not
constitute
property
by
gratuitous
title
are
presumed
to
have
been
entered
into
in
the
doing
of
business
so
as
to
subject
the
corporation
to
the
fraud
of
creditors,
when
the
donor
did
not
reserve
sufficient
property
statutory
requirements
for
the
transacting
of
business.
On
the
to
pay
all
debts
contracted
before
the
donation.
same
vein,
petitioner,
a
foreign
corporation,
which
becomes
the
assignee
of
mining
properties,
facilities
and
equipment
cannot
be
Alienations
by
onerous
title
are
also
presumed
fraudulent
when
automatically
considered
as
doing
business,
nor
presumed
to
have
the
made
by
persons
against
whom
some
judgment
has
been
intention
of
engaging
in
mining
business.
rendered
in
any
instance
or
some
writ
of
attachment
has
been
issued.
The
decision
or
attachment
need
not
refer
to
the
One
important
point.
Long
before
petitioner
assumed
Marcopper’s
property
alienated,
and
need
not
have
been
obtained
by
the
party
debt
to
ADB
and
became
their
assignee
under
the
two
assignment
seeking
rescission.
contracts,
there
already
existed
a
“Support
and
Standby
Credit
Agreement”
between
ADB
and
Placer
Dome
whereby
the
latter
bound
This
article
presumes
the
existence
of
fraud
made
by
a
debtor.
Thus,
in
itself
to
provide
cash
flow
support
for
Marcopper’s
payment
of
its
the
absence
of
satisfactory
evidence
to
the
contrary,
an
alienation
of
a
obligations
to
ADB.
Plainly,
petitioner’s
payment
of
US$
18,453,
property
will
be
held
fraudulent
if
it
is
made
after
a
judgment
has
been
450.12
to
ADB
was
more
of
a
fulfillment
of
an
obligation
under
the
rendered
against
the
debtor
making
the
alienation.
This
presumption
“Support
and
Standby
Credit
Agreement”
rather
than
an
of
fraud
is
not
conclusive
and
may
be
rebutted
by
satisfactory
and
investment.
That
petitioner
had
to
step
into
the
shoes
of
ADB
as
convincing
evidence.
All
that
is
necessary
is
to
establish
Marcopper’s
creditor
was
just
a
necessary
legal
consequence
of
the
affirmatively
that
the
conveyance
is
made
in
good
faith
and
for
a
transactions
that
transpired.
Also,
we
must
hasten
to
add
that
the
sufficient
and
valuable
consideration.
“Support
and
Standby
Credit
Agreement”
was
executed
four
(4)
years
prior
to
Marcopper’s
insovency,
hence,
the
alleged
“intention
of
The
“Assignment
Agreement”
and
the
“Deed
of
Assignment”
were
executed
for
valuable
considerations.
The
facts
of
the
case
so
far
show