Case Digest (G.R. No. 138104)
Facts:
MR Holdings, Ltd. v. Sheriff Carlos P. Bajar, Sheriff Ferdinand M. Jandusay, Solidbank Corporation, and Marcopper Mining Corporation, G.R. No. 138104, March 29, 2004, Supreme Court Third Division, Sandoval-Gutierrez, J., writing for the Court.Petitioner MR Holdings, Ltd. is the assignee of certain loan and security interests originally held by the Asian Development Bank (ADB) against Marcopper Mining Corporation pursuant to a Principal and Complementary Loan Agreement dated November 4, 1992, and a Deed of Real Estate and Chattel Mortgage dated November 11, 1992 (registered November 12, 1992). On the same date in 1992, Placer Dome, Inc. executed a Support and Standby Credit Agreement to provide cash-flow support for Marcopper's obligations to ADB.
Marcopper defaulted. To satisfy ADB, Placer Dome caused its subsidiary, petitioner MR Holdings, to assume Marcopper’s obligation in the amount of US$18,453,450.02; ADB assigned to petitioner its rights under the loan instruments by an Assignment Agreement dated March 20, 1997, and Marcopper executed a Deed of Assignment in favor of petitioner (December 1997) conveying substantially all its mining properties, equipment and facilities.
Meanwhile, private respondent Solidbank Corporation obtained a Partial Judgment against Marcopper from the RTC, Branch 26, Manila dated May 7, 1997 (Civil Case No. 96-80083), and a writ of execution pending appeal issued. Respondent sheriffs Carlos P. Bajar and Ferdinand M. Jandusay issued notices of levy and scheduled public auction sales of levied properties at the Marcopper mine site for August 27, 1998. Petitioner served an Affidavit of Third-Party Claim on August 26, 1998 asserting ownership by virtue of the Deed of Assignment; the Manila RTC denied that affidavit.
Petitioner then filed a separate reivindicatory action with prayer for preliminary injunction in the RTC, Branch 94, Boac, Marinduque (Civil Case No. 98-13). Judge Leonardo P. Ansaldo denied the application for preliminary injunction by Order dated October 6, 1998, ruling among other things that petitioner (a foreign corporation) had no legal capacity to sue because it was doing business in the Philippines without a license, that an injunction would impermissibly stay execution of a final judgment of a co-equal court, and that the timing and registration of the assignment documents cast serious doubt on their validity.
Petitioner sought relief from the Court of Appeals by a petition for certiorari, prohibition and mandamus (CA-G.R. SP No. 49226). On January 8, 1999 the Court of Appeals found no grave abuse of discretion by Judge Ansaldo and sustained the denial, holding that petitioner was doing business in the Philippines, that the assignment instruments were ineffective as to Solidbank and were made in fraud of creditors. The CA also entertained other factual findings adverse to petitioner (e.g., that the assignments were sham and unregistered as to effects on third parties).
Petitioner filed a Petition for Review on Certiorari (Rule 45) with the Supreme Court attacking the CA decision and the CA resolution denying reconsideration (March 29, 1999). The Supreme Court took up the issues rel...(Subscriber-Only)
Issues:
- Does petitioner have the legal capacity to sue in the Philippine courts?
- Were the Assignment Agreement and Deed of Assignment executed in fraud of creditors?
- Are petitioner MR Holdings, Placer Dome, and Marcopper one and the same entity (warranting piercing the corporate veil)?
- Is petitioner guilty of forum shopping for filing the reivindicat...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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