Title
Philippine International Trading Corp. vs. M.V. Zileena
Case
G.R. No. 102904
Decision Date
Oct 30, 1992
Philippine International Trading Corp. sued for damaged cement shipment; RTC dismissed due to Singapore venue clause. Supreme Court ruled venue clause procedural, not jurisdictional, and respondents waived objection by submitting to RTC. Case remanded.

Case Digest (G.R. No. 102904)
Expanded Legal Reasoning Model

Facts:

  • Parties and Contractual Agreement
    • Petitioner: Philippine International Trading Corporation.
    • Respondents: M.V. Zileena (and its operating company, Zileena Navigation Co., S.A.) and Marine Manning and Management Corporation.
    • The parties entered into an agreement dated November 3, 1990, which included a clause providing:
      • The Agreement shall be governed by and construed in accordance with Singapore Law.
      • All disputes arising under the Agreement shall be subject to the exclusive jurisdiction of the High Court of Singapore.
  • Transaction and Incident Involving the Cargo
    • The petitioner’s bags of portland cement, which were on board the respondents’ vessel, were allegedly lost or damaged during shipment from Lianyungang, China to Manila.
    • Based on this alleged loss or damage, the petitioner initiated a collection suit seeking recovery of the value of the cement.
  • Procedural History and Application for Preliminary Relief
    • The petitioner filed the complaint and concurrently requested the issuance of a writ of preliminary attachment.
    • The case was raffled to Branch 138 of the Regional Trial Court (RTC) of the National Capital Judicial Region in Makati.
    • On the same day the suit was initiated, the RTC issued a writ of preliminary attachment against the vessel M/V Zileena.
    • Subsequent developments included:
      • Six days after the initial filing, the respondents moved to lift the writ of attachment.
      • On January 18, 1991, the petitioner filed an amended complaint with an application for a new writ of attachment.
      • Despite the respondents’ various oppositions, a new writ of attachment was issued.
      • On January 22, 1991, respondents again moved to lift the attachment, and later, on January 25, 1991, the RTC resolved to discharge the attachment upon the filing of a counterbond by the respondents.
      • By January 28, 1991, the RTC ordered the discharge of the writ of attachment after respondents posted the counterbond.
  • Respondents’ Subsequent Objections
    • Respondents filed motions to dismiss the suit on multiple grounds, namely:
      • Venue: Arguing that the suit should be filed in Singapore as per the exclusive forum stipulated in the contract.
      • Waiver/Extinguishment of Claim: Contending that the petitioner had waived, abandoned, or otherwise extinguished its claim by means of:
        • An actionable agreement that expressly provided not to attach or arrest the vessel while in the Philippines.
ii. The agreement’s provision that the transportation of the cargo was under FIOS terms, placing responsibility for loading, handling, stowing, and discharging on the petitioner.
  • Lack of Cause of Action: Asserting that the defendant Marine Manning and Management Corporation was not a real party-in-interest.
  • Lower Court’s Dismissal Order and Its Justification
    • On November 26, 1991, the RTC issued an order of dismissal.
    • The RTC based its dismissal on the following rationale:
      • The contractual stipulation expressly agreed that disputes arising from the Agreement are to be brought exclusively in the High Court of Singapore—effectively fixing the venue of all related actions.
      • This interpretation was analogized with precedents such as Lingner and Fiser GMBH vs. Intermediate Appellate Court, where a similar forum selection clause was enforced.
    • The petitioner challenged this dismissal, arguing that:
      • Paragraph 10 of the Agreement should not be viewed as an illegal or unconstitutional agreement on jurisdiction (competencia) since it was merely fixing the venue rather than removing jurisdiction per se.
      • Respondents’ subsequent actions (e.g., moving to lift the attachment, posting counterbond, filing demurrers) demonstrated a voluntary submission to the local court’s jurisdiction, thereby constituting a waiver of the venue objection.

Issues:

  • Venue Appropriateness
    • Whether the venue in the Regional Trial Court of Makati was properly laid despite the contractual stipulation that all disputes be exclusively submitted to the High Court of Singapore.
    • Whether the clause in the Agreement (paragraph 10) functions as a venue stipulation or an ouster clause removing Philippine courts’ jurisdiction.
  • Respondents’ Waiver of the Venue Objection
    • Whether the respondents’ conduct prior to filing the motion to dismiss—namely, filing two motions to lift the writ of attachment, posting a counterbond, and other related procedural acts—signified a voluntary submission to the jurisdiction of the RTC in Makati, thereby waiving their objection of improper venue.
  • Extent of Petitioner's Claim
    • Whether the claim for recovery of the cement’s value could be dismissed on the grounds that the petitioner had effectively waived its rights or that the claim had been otherwise extinguished under the contract’s conditions.
  • Application of Judicial Precedents
    • The relevance and application of precedents such as Lingner and Fiser GMBH vs. Intermediate Appellate Court, International Harvester Co. vs. Hamburg American Line, Marquez Lim Cay vs. Del Rosario, and Sy vs. Tyson Enterprises, Inc. in elucidating issues of venue, waiver, and jurisdiction.

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)
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