Case Digest (G.R. No. 183843)
Facts:
In June 1991, Golden Arches Development Corporation (petitioner) entered into a lease contract with Prince City Realty, Inc. over a property situated at the corner of Julia Vargas Avenue and Bank Drive, Ortigas Center, Mandaluyong City. The lease commenced on June 27, 1991, with a fixed term set to expire on February 27, 2008. Subsequently, Prince City Realty, Inc. was succeeded by ASB Holdings, Inc., which was later renamed St. Francis Square Holdings, Inc. (respondent), who took over the rights and interests under the said lease.
On November 2, 2006, petitioner informed respondent of its intention to terminate the lease prior to the expiration date. Negotiations for an amicable resolution failed, prompting the respondent to file a breach of contract suit for damages against the petitioner before the Regional Trial Court (RTC) of Mandaluyong on May 4, 2007. Petitioner filed a Motion to Dismiss for lack of cause of action and improper venue, contending that respondent maintaine
Case Digest (G.R. No. 183843)
Facts:
- Parties and Contractual Background
- Golden Arches Development Corporation (petitioner) entered into a lease contract in June 1991 for a property owned by Prince City Realty, Inc., located at the corner of Julia Vargas Avenue and Bank Drive, Ortigas Center, Mandaluyong City.
- The lease period was from June 27, 1991, to February 27, 2008.
- Change in Ownership and Notification of Lease Discontinuance
- Prince City Realty, Inc. eventually became known as St. Francis Square Holdings, Inc. (respondent), successor-in-interest of ASB Holdings, Inc.
- On November 2, 2006, petitioner informed respondent of its intention to discontinue the lease before its expiration.
- Negotiations to resolve the issue amicably failed.
- Judicial Proceedings
- On May 4, 2007, respondent filed an action for breach of contract and damages against petitioner before the Regional Trial Court (RTC) of Mandaluyong.
- Petitioner filed a Motion to Dismiss citing lack of cause of action and improper venue, arguing:
- Respondent’s principal address was in Makati as per Securities and Exchange Commission (SEC) records in 2007, including the Cover Sheet of Amended Articles of Incorporation, Company Relationship Information Sheet, and Director's Certificate dated February 3, 2007.
- The complaint should have been filed in Makati where respondent was located, not in Mandaluyong, invoking Section 2, Rule 4 of the Rules of Court regarding venue of personal actions.
- Respondent opposed the motion, asserting that it had closed its Makati office effective December 31, 2005, and maintained its office in Mandaluyong, which petitioner knew.
- RTC Mandaluyong Decision
- By Order dated August 21, 2007, Branch 212 of the Mandaluyong RTC denied the Motion to Dismiss.
- The RTC reasoned that since plaintiff’s Articles of Incorporation stated its principal office was in Metro Manila, filing the case in Mandaluyong, part of Metro Manila, was proper venue.
- The court relied on the principle that the principal place of business of a corporation determines its residence or domicile for venue purposes.
Issues:
- Whether the complaint filed by respondent before the RTC of Mandaluyong was filed in the proper venue.
- Whether the motion to dismiss filed by petitioner for improper venue has merit considering respondent’s principal office location and the governing rules on venue.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)