G.R. No. L-39958 - Jureidini vs. Court of Appeals

Tocoms Philippines, Inc. (Tocoms) was appointed as exclusive distributor of Philips Domestic Appliance in the Philippines by Philips Singapore under a yearly renewed Distribution Agreement, with PELI as Philips Singapore’s Philippine agent.
From 2001 to 2012, Tocoms built market goodwill, met sales targets, and prepared for renewal by submitting marketing plans and complying with requirements.

On January 2, 2013, PELI’s officers informed Tocoms by letter that the Distribution Agreement would not be renewed, surprising Tocoms and affecting client relations.
Prior to notice, PELI allegedly colluded with new distributor Fabriano S.P.A. Inc. to sell appliances at lower prices, prompting large clients (e.g., Western Marketing) to return inventories worth over ₱5 million, with additional threatened returns of ₱2 million.
PELI demanded a one-sided buy-back of remaining inventory at steep discounts (40% off for phased-out models, 60% off for Class B), recalled ICC stickers to coerce acceptance, and refused Tocoms’s counter-offer for fairer terms, threatening losses of around ₱12 million.

Tocoms filed Civil Case No. 73779-TG for damages and injunctive relief against PELI, Philips Singapore, and Fabriano; PELI moved to dismiss for lack of jurisdiction, improper party, improper venue, and failure to state a cause of action.
The RTC denied the motion: service on PELI’s corporate secretary was valid; PELI and its officers were real parties in interest as Philips Singapore’s agents; venue in Taguig was proper despite Singapore forum-selection clause not being exclusive; and the complaint alleged malice, bad faith, and constitutional and civil-code violations.

On certiorari under Rule 65, the CA granted PELI’s petition, ruling the RTC had abused its discretion in denying the motion to dismiss.
The CA applied the Tan exception (allowing consideration of evidence presented at the preliminary injunction hearing) and found the Distribution Agreement non-exclusive and expired at filing, concluding the complaint stated no cause of action beyond non-renewal.

Whether a motion to dismiss for failure to state a cause of action must be resolved on the complaint’s allegations and annexes only, or whether evidence adduced at a preliminary injunction hearing may be considered under the Tan exception.

Whether Tocoms’s complaint adequately alleged a cause of action for damages under Articles 19, 20, and 21 of the Civil Code and constitutional rights against PELI’s alleged bad-faith acts beyond mere non-renewal of the Distribution Agreement.

Whether PELI was improperly impleaded or whether jurisdiction over person and venue were rightly determined by the RTC.