G.R. No. 131209 - Gutib vs. Court of Appeals

Signetics Corporation was organized under the laws of the United States of America.
Signetics Filipinas Corporation (SigFil) was a wholly-owned domestic subsidiary of Signetics Corporation and served as its local business conduit.
Fruehauf Electronics Phils., Inc. leased a piece of land to SigFil and was plaintiff in the action.
TEAM Pacific Corporation (formerly SIGFIL after a name change following acquisition by TEAM Holdings Limited) was alleged by plaintiff to be the successor or agent of Signetics in the Philippines.

On March 15, 1990, Fruehauf Electronics Phils., Inc. filed Civil Case No. 59264 before the Regional Trial Court of Pasig, Metro Manila, seeking damages, accounting or return of certain machineries, equipment and accessories, and the transfer of title and surrender of possession of buildings, installations and improvements on the leased land.
The complaint alleged that Signetics Corporation caused SigFil to insert the words "machineries, equipment and accessories" in the lease contract so as to exclude those assets from a cost-free transfer provision.
The complaint alleged that in 1978 Signetics Corporation became interested in engaging in business in the Philippines and organized SigFil as its actual operating entity.
The complaint alleged that Signetics Corporation ceased all business operations in the leased premises in February 1983.
The complaint alleged that on November 21, 1986, Signetics Corporation transferred all shares of SigFil to TEAM Holdings Limited and that on January 12, 1987 SigFil changed its corporate name to TECHNOLOGY ELECTRONICS ASSEMBLY AND MANAGEMENT (T.E.A.M.) PACIFIC CORPORATION, alleging a *devious* use of corporate fiction to shield chicanery and perpetuate fraud.

Service of summons on Signetics Corporation was effected through TEAM Pacific Corporation under allegations that Signetics could be served at addresses connected with Philips and/or TEAM Pacific.
By special appearance, Signetics Corporation filed a motion to dismiss on May 14, 1990 for lack of personal jurisdiction, invoking Section 14, Rule 14 of the Rules of Court and the rule in Pacific Micronisian Line, Inc. v. Del Rosario and Pelington that *doing business* must be first established before service on a foreign corporation may be valid.
The trial court, presided by Judge Martin Villarama, Jr., denied the motion to dismiss, citing Wang Laboratories, Inc. v. Mendoza and the proposition that a foreign corporation not doing business in the Philippines may still be sued for acts done against persons in the Philippines.
The trial court denied reconsideration in its March 11, 1991 Order, reaffirming the applicability of Wang Laboratories, Inc. v. Mendoza.
Signetics Corporation petitioned the Court of Appeals via certiorari and prohibition (CA-G.R. SP No. 24758), which on February 20, 1992 dismissed the petitio...(Subscriber-Only)

Whether the lower courts correctly assumed jurisdiction over Signetics Corporation, a foreign corporation, given the factual allegations in the complaint and service of summons through TEAM Pacific Corporation.

Whether the allegations that Signetics Corporation organized SigFil as its local operating entity and later transferred shares to TEAM Holdings, with SigFil’s rename to TEAM Pacific Corporation, sufficiently alleged that TEAM Pacific was the agent or alter ego of Signetics for purposes of service under Section 14, Rule 14.
Whether allegations in the complaint constitute the necessary establishment of *doing business* under Pacific Micronisian Line, Inc. v. Del Rosario and Pelington, or whether actual proof of *doing business* was required before valid service and acquisition of jurisdiction.

Whether a motion to dismiss for lack of jurisdiction may resolve contested factual allegations that go to the merits, s...(Subscriber-Only)