Case Digest (G.R. No. 102223)
Facts:
In the case Communication Materials and Design, Inc., Aspac Multi-Trade, Inc. (formerly Aspac-ITEC Philippines, Inc.) and Francisco S.A. Aguirre (collectively, the petitioners), domestic corporations and their president/majority stockholder, sought relief against the Court of Appeals and foreign corporations ITEC, Inc. and ITEC International, Inc. (respondents), organized under Alabama law and unlicensed in the Philippines. On August 14, 1987, ITEC and Aspac executed a Representative Agreement appointing Aspac as ITEC’s exclusive sales agent in the Philippines for 24 months, later renewed for another 24 months. On November 10, 1988, the parties entered into a License Agreement permitting Aspac to incorporate “ITEC” into its corporate name, thus becoming Aspac-ITEC (Philippines). Aspac-ITEC sold ITEC equipment to PLDT under a “PLDT-ASPAC/ITEC PROTOCOL.” One year into the second term, ITEC terminated the agreement, accusing Aspac and a related firm of copying ITEC specifications.Case Digest (G.R. No. 102223)
Facts:
- Parties
- Petitioners: Communication Materials and Design, Inc. (CMDI), ASPAC Multi-Trade, Inc. (ASPAC, formerly ASPAC-ITEC), and Francisco S.A. Aguirre (President and majority stockholder) – domestic corporations and individual.
- Respondents: ITEC, Inc. and ITEC International, Inc. – Alabama-chartered foreign corporations not licensed to do business in the Philippines.
- Background and Procedural History
- Representative and License Agreements
- On August 14, 1987, ITEC entered into a 24-month “Representative Agreement” appointing ASPAC as its exclusive Philippine sales agent for a commission; renewed for another 24 months.
- On November 10, 1988, the parties executed a “License Agreement” permitting ASPAC to incorporate “ITEC” into its corporate name (becoming ASPAC-ITEC).
- ASPAC-ITEC sold ITEC’s interface equipment to PLDT under a “PLDT-ASPAC/ITEC PROTOCOL.”
- Dispute and Lower-Court Proceedings
- One year into the renewal, ITEC terminated the representation, accusing petitioners and DIGITAL of misusing technical know-how to compete against ITEC and infringing its trademark.
- On January 31, 1991, ITEC filed Civil Case No. 91-294 in the RTC of Makati seeking preliminary and permanent injunctions against petitioners and damages of P500,000.00.
- Petitioners moved to dismiss for lack of capacity (unlicensed foreign corp.) and forum non conveniens.
- On February 22, 1991, the RTC denied the motion to dismiss and granted a writ of preliminary injunction.
- Petitioners filed a Rule 65 petition with the Court of Appeals, which on June 7, 1991 dismissed the petition for certiorari, and on October 9, 1991 denied reconsideration.
- Petitioners brought a Petition for Review on Certiorari under Rule 45 to the Supreme Court.
Issues:
- Whether ITEC, Inc. and ITEC International, Inc. are “doing business” in the Philippines without the required BOI/SEC license, thus lacking legal capacity to sue.
- If found unlicensed and doing business, whether that incapacity bars ITEC from seeking injunctive relief in Philippine courts.
- Whether the principle of forum non conveniens requires dismissal of ITEC’s suit.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)