TUNA PROCESSING, INC.

, Petitioner,
vs.
PHILIPPINE KINGFORD, INC., Respondent.

G.R. No. 185582               February 29, 2012

A petition for certiorari was filed by TPI, a foreign corporation not licensed to do business in the
Philippines, praying that the Resolution dated November 21, 2008 of the RTC be declared void and
the case be remanded to the RTC for further proceedings. RTC dismissed petitioner’s Petition for
Confirmation, Recognition, and Enforcement of Foreign Arbitral Award against respondent Philippine
Kingford, Inc. (Kingford), a corporation duly organized and existing under the laws of the Philippines,
on the ground that petitioner lacked legal capacity to sue.

FACTS:

1.) On January 14, 2003, Kanemitsu Yamaoka, referred to as the “licensor” and a co-patentee
of various patents and 5 Philippine tuna processors referred to as the “sponsors”/”licensees”,
which includes the respondent Kingford, entered into a MOA.
2.) The MOA provides that the Licensor wishes to form an alliance with Sponsors to enforce his
3 patents (US, Philippine & Indonesian), granting licenses, and collecting royalties.
3.) Parties wish to be licensed under the patents in order to practice the processes claimed in
those patents, enforce the said patents and collect royalties in conjunction with Licensor.
4.) Tuna Processors, Inc. was established in California in order to implement the objectives of
the said agreement. It shall open and maintain bank accounts in the US. It shall be owned by
the Sponsors and Licensor with their corresponding shares.
5.) Due to a series of events, the licensees withdrew from petitioner TPI and correspondingly
reneged on their obligations.
6.) Petitioner submitted the dispute for arbitration (Breach of MOA by not paying past due
assessments, failing to cooperate with Claimant TPI in fulfilling objectives of the MOA and
violation of “The Lanham Act”) before the International Centre for Dispute Resolution in the
State of California, US and won the case against respondent.
7.) To enforce the award, petitioner filed a Petition for Confirmation, Recognition, and
Enforcement of Foreign Arbitral Award before the RTC of Makati.
8.) Respondent Kingford filed a Motion to Dismiss. After the court denied it for lack of merit,
respondent sought for inhibtion of Judge Almeda and moved for the reconsideration of the
order denying the motion. Judge Almeda inhibited himself. The case was again re-raffled to
Branch 61 where Judge Ruiz granted respondent’s motion and dismissed petition on the
ground that the petitioner lacked legal capacity to sue in the Philippines.
9.) Petitioner now seeks to nullify the order of the trial court dismissing its Petition.

ISSUE:

WON a foreign arbitral award can be enforced even if the corporation is not licensed to do
business in the Philippines.
RULING:

YES. The foreign arbitral award can be enforced.

Applying the Alternative Dispute Resolution Act of 2004 in this case where the Act, as its title - An
Act to Institutionalize the Use of an Alternative Dispute Resolution System in the Philippines and to
Establish the Office for Alternative Dispute Resolution, and for Other Purposes - would suggest, is a
law especially enacted "to actively promote party autonomy in the resolution of disputes or the
freedom of the party to make their own arrangements to resolve their disputes." It specifically
provides exclusive grounds available to the party opposing an application for recognition and
enforcement of the arbitral award.

(Title forms part of a statute and may used to construe it)

Also, Rule 13.1 of the Special Rules of Court on Alternative Dispute Resolution provides that "any
party to a foreign arbitration may petition the court to recognize and enforce a foreign arbitral award.