G.R. No. 162894 - Raytheon International, Inc. vs. Rouzie, Jr.

In 1990, Brand Marine Services, Inc. (BMSI), a Connecticut corporation, and Stockton W. Rouzie, Jr., an American citizen, entered into an oral agreement whereby Rouzie would act as BMSI’s representative to negotiate Philippine government project contracts for a 10% commission on gross receipts.
On March 11, 1992, Rouzie secured on behalf of BMSI a dredging contract with the Republic of the Philippines to clear rivers affected by the Mt. Pinatubo eruption and mudflows.

On July 16, 1994, Rouzie filed a complaint with the Arbitration Branch of the National Labor Relations Commission (NLRC) against BMSI, Rust International, Inc. (RUST), and two individuals, alleging nonpayment of commissions, illegal termination, and breach of employment contract.
On September 28, 1995, Labor Arbiter Pablo C. Espiritu, Jr. ordered BMSI and RUST to pay Rouzie’s monetary claims.
Upon BMSI’s appeal, the NLRC reversed and dismissed the complaint for lack of jurisdiction.
Rouzie’s petition for certiorari to the Supreme Court was dismissed on November 26, 1997, and became final on November 9, 1998.

On January 8, 1999, Rouzie filed Civil Case No. 1192-BG for damages before the RTC of Bauang, La Union, naming as defendants BMSI, RUST, and Raytheon International, Inc. (petitioner). He reiterated nonpayment of commissions and alleged that the three corporations “combined and functioned as one company.”
Raytheon, through its answer, denied any contractual arrangement or liability to Rouzie, asserted it was a foreign corporation duly licensed in the Philippines, and invoked a written “Special Sales Representative Agreement” providing that Connecticut law governs the parties’ rights and obligations.
Raytheon moved for dismissal on grounds of failure to state a cause of action and forum non conveniens, and sought damages by compulsory counterclaim.

On May 18, 1999, Raytheon filed an Omnibus Motion for Preliminary Hearing Based on Affirmative Defenses and for Summary Judgment.
On September 13, 2000, the RTC denied the omnibus motion, holding that (a) the complaint’s factual allegations, assumed true, were sufficient to support relief, and (b) forum non conveniens did not apply since the Philippine courts could enforce judgment against a licensed foreign defendant.
Raytheon’s motion for reconsideration was denied on July 31, 2001.

Raytheon filed a Rule 65 petition with the Court of Appeals, seeking to annul the RTC orders of September 13, 2000 and July 31, 2001, and to enjoin further proceedings.
On August 28, 2003, the Court of Appeals denied the petition for certiorari, finding (a) evidence aliunde insufficient to conclude failure to state a cause of action, (b) factual issues on corporate combination requiring full trial, and (c) no abuse of discretion in declining forum non conveniens.
A motion for reconsideration was denied on March 10, 2004.

Whether the Court of Appeals erred in refusing to dismiss the complaint for failure to state a cause of action against Raytheon International, Inc.
Whether the Court of Appeals erred in refusing to dismiss the complaint on the ground of forum non conveniens.