Case Digest (G.R. No. 147905)
Facts:
B. Van Zuiden Bros., Ltd. v. GTVL Manufacturing Industries, Inc., G.R. No. 147905, May 28, 2007, Supreme Court Second Division, Carpio, J., writing for the Court (Quisumbing, Chairperson, Tinga and Velasco, Jr., JJ., concurring; Carpio‑Morales, J., on official leave).Petitioner B. Van Zuiden Bros., Ltd. (a Hong Kong corporation) filed a complaint for sum of money on 13 July 1999 in the Regional Trial Court, Branch 258, Parañaque City (Civil Case No. 99‑0249), seeking collection of US$32,088.02 from respondent GTVL Manufacturing Industries, Inc. Petitioner alleged it sold lace products to respondent on several occasions, delivered the goods to a Hong Kong company, Kenzar Ltd., and treated the sales as consummated upon Kenzar’s receipt in Hong Kong; Kenzar was said to have the obligation of delivering the goods to the Philippines.
Respondent did not file an answer but instead moved to dismiss on the ground that petitioner, as an unlicensed foreign corporation allegedly doing business in the Philippines, lacked legal capacity to sue under Section 133 of the Corporation Code. The parties exchanged several pleadings (the last being a sur‑rejoinder). On 10 November 1999 the trial court dismissed the complaint for lack of capacity to sue.
On appeal, the Court of Appeals in CA‑G.R. CV No. 66236 affirmed the trial court’s dismissal by relying on Eriks Pte., Ltd. v. Court of Appeals (G.R. No. 118843, 6 February 1997), reasoning that the place of delivery was immaterial and that the operative factor was the parties and beneficiaries of the transactions; the CA viewed Kenzar as merely a shipping company and treated the series of transactions as establishing that petitioner was doing business in the Philippines without a license.
Petitioner brought the present petition for review...(Subscriber-Only)
Issues:
- Whether an unlicensed foreign corporation has the legal capacity to sue in Philippine courts — i.e., whether petitioner was doing business in the Philippines for purposes of Section 133 of the Corpor...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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