Republic of the Philippines

SUPREME COURT
Manila
FIRST DIVISION

G.R. No. 128690 January 21, 1999

ABS-CBN BROADCASTING CORPORATION, petitioner,
vs.
HONORABLE COURT OF APPEALS, REPUBLIC BROADCASTING CORP, VIVA PRODUCTION,
INC., and VICENTE DEL ROSARIO, respondents.

DAVIDE, JR., CJ.:

In this petition for review on certiorari, petitioner ABS-CBN Broadcasting Corp. (hereafter ABS-CBN)
seeks to reverse and set aside the decision 1 of 31 October 1996 and the resolution 2 of 10 March 1997
of the Court of Appeals in CA-G.R. CV No. 44125. The former affirmed with modification the decision 3 of
28 April 1993 of the Regional Trial Court (RTC) of Quezon City, Branch 80, in Civil Case No. Q-92-12309.
The latter denied the motion to reconsider the decision of 31 October 1996.
The antecedents, as found by the RTC and adopted by the Court of Appeals, are as follows:
In 1990, ABS-CBN and Viva executed a Film Exhibition Agreement (Exh. "A")
whereby Viva gave ABS-CBN an exclusive right to exhibit some Viva films. Sometime
in December 1991, in accordance with paragraph 2.4 [sic] of said agreement stating
that .
1.4 ABS-CBN shall have the right of first refusal to the next twenty-four (24) Viva
films for TV telecast under such terms as may be agreed upon by the parties hereto,
provided, however, that such right shall be exercised by ABS-CBN from the actual
offer in writing.
Viva, through defendant Del Rosario, offered ABS-CBN, through its vice-president
Charo Santos-Concio, a list of three(3) film packages (36 title) from which ABS-CBN
may exercise its right of first refusal under the afore-said agreement (Exhs. "1" par, 2,
"2," "2-A'' and "2-B"-Viva). ABS-CBN, however through Mrs. Concio, "can tick off only
ten (10) titles" (from the list) "we can purchase" (Exh. "3" - Viva) and therefore did not
accept said list (TSN, June 8, 1992, pp. 9-10). The titles ticked off by Mrs. Concio are
not the subject of the case at bar except the film ''Maging Sino Ka Man."
For further enlightenment, this rejection letter dated January 06, 1992 (Exh "3" Viva) is hereby quoted:
6 January 1992

Dear Vic,
This is not a very formal business letter I am writing to you as I would like to express
my difficulty in recommending the purchase of the three film packages you are
offering ABS-CBN.
From among the three packages I can only tick off 10 titles we can purchase. Please
see attached. I hope you will understand my position. Most of the action pictures in
the list do not have big action stars in the cast. They are not for primetime. In line
with this I wish to mention that I have not scheduled for telecast several action
pictures in out very first contract because of the cheap production value of these
movies as well as the lack of big action stars. As a film producer, I am sure you
understand what I am trying to say as Viva produces only big action pictures.
In fact, I would like to request two (2) additional runs for these movies as I can only
schedule them in our non-primetime slots. We have to cover the amount that was
paid for these movies because as you very well know that non-primetime advertising
rates are very low. These are the unaired titles in the first contract.
1. Kontra Persa [sic].
2. Raider Platoon.
3. Underground guerillas
4. Tiger Command
5. Boy de Sabog
6. Lady Commando
7. Batang Matadero
8. Rebelyon
I hope you will consider this request of mine.
The other dramatic films have been offered to us before and have been rejected
because of the ruling of MTRCB to have them aired at 9:00 p.m. due to their very
adult themes.
As for the 10 titles I have choosen [sic] from the 3 packages please consider
including all the other Viva movies produced last year. I have quite an attractive offer
to make.
Thanking you and with my warmest regards.
(Signe
d)

Charo
Santos
Concio
On February 27, 1992, defendant Del Rosario approached ABS-CBN's Ms. Concio,
with a list consisting of 52 original movie titles (i.e. not yet aired on television)
including the 14 titles subject of the present case, as well as 104 re-runs (previously
aired on television) from which ABS-CBN may choose another 52 titles, as a total of
156 titles, proposing to sell to ABS-CBN airing rights over this package of 52 originals
and 52 re-runs for P60,000,000.00 of which P30,000,000.00 will be in cash and
P30,000,000.00 worth of television spots (Exh. "4" to "4-C" Viva; "9" -Viva).
On April 2, 1992, defendant Del Rosario and ABS-CBN general manager, Eugenio
Lopez III, met at the Tamarind Grill Restaurant in Quezon City to discuss the
package proposal of Viva. What transpired in that lunch meeting is the subject of
conflicting versions. Mr. Lopez testified that he and Mr. Del Rosario allegedly agreed
that ABS-CRN was granted exclusive film rights to fourteen (14) films for a total
consideration of P36 million; that he allegedly put this agreement as to the price and
number of films in a "napkin'' and signed it and gave it to Mr. Del Rosario (Exh. D;
TSN, pp. 24-26, 77-78, June 8, 1992). On the other hand, Del Rosario denied having
made any agreement with Lopez regarding the 14 Viva films; denied the existence of
a napkin in which Lopez wrote something; and insisted that what he and Lopez
discussed at the lunch meeting was Viva's film package offer of 104 films (52
originals and 52 re-runs) for a total price of P60 million. Mr. Lopez promising [sic]to
make a counter proposal which came in the form of a proposal contract Annex "C" of
the complaint (Exh. "1"- Viva; Exh. "C" - ABS-CBN).
On April 06, 1992, Del Rosario and Mr. Graciano Gozon of RBS Senior vicepresident for Finance discussed the terms and conditions of Viva's offer to sell the
104 films, after the rejection of the same package by ABS-CBN.
On April 07, 1992, defendant Del Rosario received through his secretary, a
handwritten note from Ms. Concio, (Exh. "5" - Viva), which reads: "Here's the draft of
the contract. I hope you find everything in order," to which was attached a draft
exhibition agreement (Exh. "C''- ABS-CBN; Exh. "9" - Viva, p. 3) a counter-proposal
covering 53 films, 52 of which came from the list sent by defendant Del Rosario and
one film was added by Ms. Concio, for a consideration of P35 million. Exhibit "C"
provides that ABS-CBN is granted films right to 53 films and contains a right of first
refusal to "1992 Viva Films." The said counter proposal was however rejected by
Viva's Board of Directors [in the] evening of the same day, April 7, 1992, as Viva
would not sell anything less than the package of 104 films for P60 million pesos (Exh.
"9" - Viva), and such rejection was relayed to Ms. Concio.
On April 29, 1992, after the rejection of ABS-CBN and following several negotiations
and meetings defendant Del Rosario and Viva's President Teresita Cruz, in
consideration of P60 million, signed a letter of agreement dated April 24, 1992.
granting RBS the exclusive right to air 104 Viva-produced and/or acquired films (Exh.
"7-A" - RBS; Exh. "4" - RBS) including the fourteen (14) films subject of the present
case. 4

On 27 May 1992, ABS-CBN filed before the RTC a complaint for specific performance with a prayer
for a writ of preliminary injunction and/or temporary restraining order against private respondents
Republic Broadcasting Corporation 5 (hereafter RBS ), Viva Production (hereafter VIVA), and Vicente
Del Rosario. The complaint was docketed as Civil Case No. Q-92-12309.
On 27 May 1992, RTC issued a temporary restraining order 6 enjoining private respondents from
proceeding with the airing, broadcasting, and televising of the fourteen VIVA films subject of the
controversy, starting with the film Maging Sino Ka Man, which was scheduled to be shown on private
respondents RBS' channel 7 at seven o'clock in the evening of said date.
On 17 June 1992, after appropriate proceedings, the RTC issued an
order 7 directing the issuance of a writ of preliminary injunction upon ABS-CBN's posting of P35 million
bond. ABS-CBN moved for the reduction of the bond, 8 while private respondents moved for
reconsideration of the order and offered to put up a counterbound. 9
In the meantime, private respondents filed separate answers with counterclaim.
cross-claim against VIVA..

10

RBS also set up a

On 3 August 1992, the RTC issued an order 11 dissolving the writ of preliminary injunction upon the
posting by RBS of a P30 million counterbond to answer for whatever damages ABS-CBN might suffer by
virtue of such dissolution. However, it reduced petitioner's injunction bond to P15 million as a condition
precedent for the reinstatement of the writ of preliminary injunction should private respondents be unable
to post a counterbond.
At the pre-trial 12 on 6 August 1992, the parties, upon suggestion of the court, agreed to explore the
possibility of an amicable settlement. In the meantime, RBS prayed for and was granted reasonable time
within which to put up a P30 million counterbond in the event that no settlement would be reached.
As the parties failed to enter into an amicable settlement RBS posted on 1 October 1992 a
counterbond, which the RTC approved in its Order of 15 October 1992. 13
On 19 October 1992, ABS-CBN filed a motion for reconsideration
1992 Orders, which RBS opposed. 15

14

of the 3 August and 15 October

On 29 October 1992, the RTC conducted a pre-trial. 16

Pending resolution of its motion for reconsideration, ABS-CBN filed with the Court of Appeals a
petition 17challenging the RTC's Orders of 3 August and 15 October 1992 and praying for the issuance of
a writ of preliminary injunction to enjoin the RTC from enforcing said orders. The case was docketed as
CA-G.R. SP No. 29300.
On 3 November 1992, the Court of Appeals issued a temporary restraining order 18 to enjoin the airing,
broadcasting, and televising of any or all of the films involved in the controversy.
On 18 December 1992, the Court of Appeals promulgated a decision 19 dismissing the petition in CA
-G.R. No. 29300 for being premature. ABS-CBN challenged the dismissal in a petition for review filed with
this Court on 19 January 1993, which was docketed as G.R. No. 108363.
In the meantime the RTC received the evidence for the parties in Civil Case No. Q-192-1209.
Thereafter, on 28 April 1993, it rendered a decision 20 in favor of RBS and VIVA and against ABS-CBN
disposing as follows:

WHEREFORE, under cool reflection and prescinding from the foregoing, judgments
is rendered in favor of defendants and against the plaintiff.
(1) The complaint is hereby dismissed;
(2) Plaintiff ABS-CBN is ordered to pay defendant RBS the following:
a) P107,727.00, the amount of premium paid by RBS
to the surety which issued defendant RBS's bond to
lift the injunction;
b) P191,843.00 for the amount of print advertisement
for "Maging Sino Ka Man" in various newspapers;
c) Attorney's fees in the amount of P1 million;
d) P5 million as and by way of moral damages;
e) P5 million as and by way of exemplary damages;
(3) For defendant VIVA, plaintiff ABS-CBN is ordered to pay
P212,000.00 by way of reasonable attorney's fees.
(4) The cross-claim of defendant RBS against defendant VIVA is
dismissed.
(5) Plaintiff to pay the costs.
According to the RTC, there was no meeting of minds on the price and terms of the offer. The
alleged agreement between Lopez III and Del Rosario was subject to the approval of the VIVA Board
of Directors, and said agreement was disapproved during the meeting of the Board on 7 April 1992.
Hence, there was no basis for ABS-CBN's demand that VIVA signed the 1992 Film Exhibition
Agreement. Furthermore, the right of first refusal under the 1990 Film Exhibition Agreement had
previously been exercised per Ms. Concio's letter to Del Rosario ticking off ten titles acceptable to
them, which would have made the 1992 agreement an entirely new contract.
On 21 June 1993, this Court denied 21 ABS-CBN's petition for review in G.R. No. 108363, as no
reversible error was committed by the Court of Appeals in its challenged decision and the case had
"become moot and academic in view of the dismissal of the main action by the court a quo in its decision"
of 28 April 1993.
Aggrieved by the RTC's decision, ABS-CBN appealed to the Court of Appeals claiming that there
was a perfected contract between ABS-CBN and VIVA granting ABS-CBN the exclusive right to
exhibit the subject films. Private respondents VIVA and Del Rosario also appealed seeking moral
and exemplary damages and additional attorney's fees.
In its decision of 31 October 1996, the Court of Appeals agreed with the RTC that the contract
between ABS-CBN and VIVA had not been perfected, absent the approval by the VIVA Board of
Directors of whatever Del Rosario, it's agent, might have agreed with Lopez III. The appellate court
did not even believe ABS-CBN's evidence that Lopez III actually wrote down such an agreement on

a "napkin," as the same was never produced in court. It likewise rejected ABS-CBN's insistence on
its right of first refusal and ratiocinated as follows:
As regards the matter of right of first refusal, it may be true that a Film Exhibition
Agreement was entered into between Appellant ABS-CBN and appellant VIVA under
Exhibit "A" in 1990, and that parag. 1.4 thereof provides:
1.4 ABS-CBN shall have the right of first refusal to the next twentyfour (24) VIVA films for TV telecast under such terms as may be
agreed upon by the parties hereto, provided, however, that such right
shall be exercised by ABS-CBN within a period of fifteen (15) days
from the actual offer in writing (Records, p. 14).
[H]owever, it is very clear that said right of first refusal in favor of ABS-CBN shall still
be subject to such terms as may be agreed upon by the parties thereto, and that the
said right shall be exercised by ABS-CBN within fifteen (15) days from the actual
offer in writing.
Said parag. 1.4 of the agreement Exhibit "A" on the right of first refusal did not fix the
price of the film right to the twenty-four (24) films, nor did it specify the terms thereof.
The same are still left to be agreed upon by the parties.
In the instant case, ABS-CBN's letter of rejection Exhibit 3 (Records, p. 89) stated
that it can only tick off ten (10) films, and the draft contract Exhibit "C" accepted only
fourteen (14) films, while parag. 1.4 of Exhibit "A'' speaks of the next twenty-four (24)
films.
The offer of V1VA was sometime in December 1991 (Exhibits 2, 2-A. 2-B; Records,
pp. 86-88; Decision, p. 11, Records, p. 1150), when the first list of VIVA films was
sent by Mr. Del Rosario to ABS-CBN. The Vice President of ABS-CBN, Ms. Charo
Santos-Concio, sent a letter dated January 6, 1992 (Exhibit 3, Records, p. 89) where
ABS-CBN exercised its right of refusal by rejecting the offer of VIVA.. As aptly
observed by the trial court, with the said letter of Mrs. Concio of January 6, 1992,
ABS-CBN had lost its right of first refusal. And even if We reckon the fifteen (15) day
period from February 27, 1992 (Exhibit 4 to 4-C) when another list was sent to ABSCBN after the letter of Mrs. Concio, still the fifteen (15) day period within which ABSCBN shall exercise its right of first refusal has already expired. 22
Accordingly, respondent court sustained the award of actual damages consisting in the cost of print
advertisements and the premium payments for the counterbond, there being adequate proof of the
pecuniary loss which RBS had suffered as a result of the filing of the complaint by ABS-CBN. As to
the award of moral damages, the Court of Appeals found reasonable basis therefor, holding that
RBS's reputation was debased by the filing of the complaint in Civil Case No. Q-92-12309 and by the
non-showing of the film "Maging Sino Ka Man." Respondent court also held that exemplary damages
were correctly imposed by way of example or correction for the public good in view of the filing of the
complaint despite petitioner's knowledge that the contract with VIVA had not been perfected, It also
upheld the award of attorney's fees, reasoning that with ABS-CBN's act of instituting Civil Case No,
Q-92-1209, RBS was "unnecessarily forced to litigate." The appellate court, however, reduced the
awards of moral damages to P2 million, exemplary damages to P2 million, and attorney's fees to
P500, 000.00.

On the other hand, respondent Court of Appeals denied VIVA and Del Rosario's appeal because it
was "RBS and not VIVA which was actually prejudiced when the complaint was filed by ABS-CBN."
Its motion for reconsideration having been denied, ABS-CBN filed the petition in this case,
contending that the Court of Appeals gravely erred in
I
. . . RULING THAT THERE WAS NO PERFECTED CONTRACT BETWEEN
PETITIONER AND PRIVATE RESPONDENT VIVA NOTWITHSTANDING
PREPONDERANCE OF EVIDENCE ADDUCED BY PETITIONER TO THE
CONTRARY.
II
. . . IN AWARDING ACTUAL AND COMPENSATORY DAMAGES IN FAVOR OF
PRIVATE RESPONDENT RBS.
III
. . . IN AWARDING MORAL AND EXEMPLARY DAMAGES IN FAVOR OF PRIVATE
RESPONDENT RBS.
IV
. . . IN AWARDING ATTORNEY'S FEES IN FAVOR OF RBS.
ABS-CBN claims that it had yet to fully exercise its right of first refusal over twenty-four titles under
the 1990 Film Exhibition Agreement, as it had chosen only ten titles from the first list. It insists that
we give credence to Lopez's testimony that he and Del Rosario met at the Tamarind Grill Restaurant,
discussed the terms and conditions of the second list (the 1992 Film Exhibition Agreement) and
upon agreement thereon, wrote the same on a paper napkin. It also asserts that the contract has
already been effective, as the elements thereof, namely, consent, object, and consideration were
established. It then concludes that the Court of Appeals' pronouncements were not supported by law
and jurisprudence, as per our decision of 1 December 1995 in Limketkai Sons Milling, Inc. v. Court
of Appeals, 23 which cited Toyota Shaw, Inc. v. Court of Appeals, 24 Ang Yu Asuncion v. Court of
Appeals, 25 and Villonco Realty Company v. Bormaheco. Inc. 26
Anent the actual damages awarded to RBS, ABS-CBN disavows liability therefor. RBS spent for the
premium on the counterbond of its own volition in order to negate the injunction issued by the trial
court after the parties had ventilated their respective positions during the hearings for the purpose.
The filing of the counterbond was an option available to RBS, but it can hardly be argued that ABSCBN compelled RBS to incur such expense. Besides, RBS had another available option, i.e., move
for the dissolution or the injunction; or if it was determined to put up a counterbond, it could have
presented a cash bond. Furthermore under Article 2203 of the Civil Code, the party suffering loss or
injury is also required to exercise the diligence of a good father of a family to minimize the damages
resulting from the act or omission. As regards the cost of print advertisements, RBS had not
convincingly established that this was a loss attributable to the non showing "Maging Sino Ka Man";
on the contrary, it was brought out during trial that with or without the case or the injunction, RBS
would have spent such an amount to generate interest in the film.

ABS-CBN further contends that there was no clear basis for the awards of moral and exemplary
damages. The controversy involving ABS-CBN and RBS did not in any way originate from business
transaction between them. The claims for such damages did not arise from any contractual dealings
or from specific acts committed by ABS-CBN against RBS that may be characterized as wanton,
fraudulent, or reckless; they arose by virtue only of the filing of the complaint, An award of moral and
exemplary damages is not warranted where the record is bereft of any proof that a party acted
maliciously or in bad faith in filing an action. 27 In any case, free resort to courts for redress of wrongs is
a matter of public policy. The law recognizes the right of every one to sue for that which he honestly
believes to be his right without fear of standing trial for damages where by lack of sufficient evidence,
legal technicalities, or a different interpretation of the laws on the matter, the case would lose
ground. 28 One who makes use of his own legal right does no injury. 29 If damage results front the filing of
the complaint, it is damnum absque injuria. 30 Besides, moral damages are generally not awarded in favor
of a juridical person, unless it enjoys a good reputation that was debased by the offending party resulting
in social humiliation. 31
As regards the award of attorney's fees, ABS-CBN maintains that the same had no factual, legal, or
equitable justification. In sustaining the trial court's award, the Court of Appeals acted in clear
disregard of the doctrines laid down in Buan v. Camaganacan 32 that the text of the decision should
state the reason why attorney's fees are being awarded; otherwise, the award should be disallowed.
Besides, no bad faith has been imputed on, much less proved as having been committed by, ABS-CBN. It
has been held that "where no sufficient showing of bad faith would be reflected in a party' s persistence in
a case other than an erroneous conviction of the righteousness of his cause, attorney's fees shall not be
recovered as cost." 33
On the other hand, RBS asserts that there was no perfected contract between ABS-CBN and VIVA
absent any meeting of minds between them regarding the object and consideration of the alleged
contract. It affirms that the ABS-CBN's claim of a right of first refusal was correctly rejected by the
trial court. RBS insist the premium it had paid for the counterbond constituted a pecuniary loss upon
which it may recover. It was obliged to put up the counterbound due to the injunction procured by
ABS-CBN. Since the trial court found that ABS-CBN had no cause of action or valid claim against
RBS and, therefore not entitled to the writ of injunction, RBS could recover from ABS-CBN the
premium paid on the counterbond. Contrary to the claim of ABS-CBN, the cash bond would prove to
be more expensive, as the loss would be equivalent to the cost of money RBS would forego in case
the P30 million came from its funds or was borrowed from banks.
RBS likewise asserts that it was entitled to the cost of advertisements for the cancelled showing of
the film "Maging Sino Ka Man" because the print advertisements were put out to announce the
showing on a particular day and hour on Channel 7, i.e., in its entirety at one time, not a series to be
shown on a periodic basis. Hence, the print advertisement were good and relevant for the particular
date showing, and since the film could not be shown on that particular date and hour because of the
injunction, the expenses for the advertisements had gone to waste.
As regards moral and exemplary damages, RBS asserts that ABS-CBN filed the case and secured
injunctions purely for the purpose of harassing and prejudicing RBS. Pursuant then to Article 19 and
21 of the Civil Code, ABS-CBN must be held liable for such damages. Citing Tolentino, 34 damages
may be awarded in cases of abuse of rights even if the act done is not illicit and there is abuse of rights
were plaintiff institutes and action purely for the purpose of harassing or prejudicing the defendant.
In support of its stand that a juridical entity can recover moral and exemplary damages, private
respondents RBScited People v. Manero, 35 where it was stated that such entity may recover moral and
exemplary damages if it has a good reputation that is debased resulting in social humiliation. it then
ratiocinates; thus:

There can be no doubt that RBS' reputation has been debased by ABS-CBN's acts in
this case. When RBS was not able to fulfill its commitment to the viewing public to
show the film "Maging Sino Ka Man" on the scheduled dates and times (and on two
occasions that RBS advertised), it suffered serious embarrassment and social
humiliation. When the showing was canceled, late viewers called up RBS' offices and
subjected RBS to verbal abuse ("Announce kayo nang announce, hindi ninyo naman
ilalabas," "nanloloko yata kayo") (Exh. 3-RBS, par. 3). This alone was not something
RBS brought upon itself. it was exactly what ABS-CBN had planned to happen.
The amount of moral and exemplary damages cannot be said to be excessive. Two
reasons justify the amount of the award.
The first is that the humiliation suffered by RBS is national extent. RBS operations as
a broadcasting company is [sic] nationwide. Its clientele, like that of ABS-CBN,
consists of those who own and watch television. It is not an exaggeration to state,
and it is a matter of judicial notice that almost every other person in the country
watches television. The humiliation suffered by RBS is multiplied by the number of
televiewers who had anticipated the showing of the film "Maging Sino Ka Man" on
May 28 and November 3, 1992 but did not see it owing to the cancellation. Added to
this are the advertisers who had placed commercial spots for the telecast and to
whom RBS had a commitment in consideration of the placement to show the film in
the dates and times specified.
The second is that it is a competitor that caused RBS to suffer the humiliation. The
humiliation and injury are far greater in degree when caused by an entity whose
ultimate business objective is to lure customers (viewers in this case) away from the
competition. 36
For their part, VIVA and Vicente del Rosario contend that the findings of fact of the trial court and the
Court of Appeals do not support ABS-CBN's claim that there was a perfected contract. Such factual
findings can no longer be disturbed in this petition for review under Rule 45, as only questions of law
can be raised, not questions of fact. On the issue of damages and attorneys fees, they adopted the
arguments of RBS.
The key issues for our consideration are (1) whether there was a perfected contract between VIVA
and ABS-CBN, and (2) whether RBS is entitled to damages and attorney's fees. It may be noted that
the award of attorney's fees of P212,000 in favor of VIVA is not assigned as another error.
I.
The first issue should be resolved against ABS-CBN. A contract is a meeting of minds between two
persons whereby one binds himself to give something or to render some service to another 37 for a
consideration. there is no contract unless the following requisites concur: (1) consent of the contracting
parties; (2) object certain which is the subject of the contract; and (3) cause of the obligation, which is
established. 38 A contract undergoes three stages:
(a) preparation, conception, or generation, which is the period of negotiation and
bargaining, ending at the moment of agreement of the parties;
(b) perfection or birth of the contract, which is the moment when the parties come to
agree on the terms of the contract; and

(c) consummation or death, which is the fulfillment or performance of the terms

agreed upon in the contract. 39
Contracts that are consensual in nature are perfected upon mere meeting of the minds, Once there
is concurrence between the offer and the acceptance upon the subject matter, consideration, and
terms of payment a contract is produced. The offer must be certain. To convert the offer into a
contract, the acceptance must be absolute and must not qualify the terms of the offer; it must be
plain, unequivocal, unconditional, and without variance of any sort from the proposal. A qualified
acceptance, or one that involves a new proposal, constitutes a counter-offer and is a rejection of the
original offer. Consequently, when something is desired which is not exactly what is proposed in the
offer, such acceptance is not sufficient to generate consent because any modification or variation
from the terms of the offer annuls the offer. 40
When Mr. Del Rosario of VIVA met with Mr. Lopez of ABS-CBN at the Tamarind Grill on 2 April 1992
to discuss the package of films, said package of 104 VIVA films was VIVA's offer to ABS-CBN to
enter into a new Film Exhibition Agreement. But ABS-CBN, sent, through Ms. Concio, a counterproposal in the form of a draft contract proposing exhibition of 53 films for a consideration of P35
million. This counter-proposal could be nothing less than the counter-offer of Mr. Lopez during his
conference with Del Rosario at Tamarind Grill Restaurant. Clearly, there was no acceptance of
VIVA's offer, for it was met by a counter-offer which substantially varied the terms of the offer.
ABS-CBN's reliance in Limketkai Sons Milling, Inc. v. Court of
Appeals 41 and Villonco Realty Company v. Bormaheco, Inc., 42 is misplaced. In these cases, it was held
that an acceptance may contain a request for certain changes in the terms of the offer and yet be a
binding acceptance as long as "it is clear that the meaning of the acceptance is positively and
unequivocally to accept the offer, whether such request is granted or not." This ruling was, however,
reversed in the resolution of 29 March 1996, 43 which ruled that the acceptance of all offer must be
unqualified and absolute, i.e., it "must be identical in all respects with that of the offer so as to produce
consent or meeting of the minds."
On the other hand, in Villonco, cited in Limketkai, the alleged changes in the revised counter-offer
were not material but merely clarificatory of what had previously been agreed upon. It cited the
statement in Stuart v.Franklin Life Insurance Co. 44 that "a vendor's change in a phrase of the offer to
purchase, which change does not essentially change the terms of the offer, does not amount to a
rejection of the offer and the tender of a counter-offer." 45However, when any of the elements of the
contract is modified upon acceptance, such alteration amounts to a counter-offer.
In the case at bar, ABS-CBN made no unqualified acceptance of VIVA's offer. Hence, they
underwent a period of bargaining. ABS-CBN then formalized its counter-proposals or counter-offer in
a draft contract, VIVA through its Board of Directors, rejected such counter-offer, Even if it be
conceded arguendo that Del Rosario had accepted the counter-offer, the acceptance did not bind
VIVA, as there was no proof whatsoever that Del Rosario had the specific authority to do so.
Under Corporation Code, 46 unless otherwise provided by said Code, corporate powers, such as the
power; to enter into contracts; are exercised by the Board of Directors. However, the Board may delegate
such powers to either an executive committee or officials or contracted managers. The delegation, except
for the executive committee, must be for specific purposes, 47 Delegation to officers makes the latter
agents of the corporation; accordingly, the general rules of agency as to the bindings effects of their acts
would
apply. 48 For such officers to be deemed fully clothed by the corporation to exercise a power of the Board,
the latter must specially authorize them to do so. That Del Rosario did not have the authority to accept
ABS-CBN's counter-offer was best evidenced by his submission of the draft contract to VIVA's Board of

Directors for the latter's approval. In any event, there was between Del Rosario and Lopez III no meeting
of minds. The following findings of the trial court are instructive:

A number of considerations militate against ABS-CBN's claim that a contract was

perfected at that lunch meeting on April 02, 1992 at the Tamarind Grill.
FIRST, Mr. Lopez claimed that what was agreed upon at the Tamarind Grill referred
to the price and the number of films, which he wrote on a napkin. However, Exhibit
"C" contains numerous provisions which, were not discussed at the Tamarind Grill, if
Lopez testimony was to be believed nor could they have been physically written on a
napkin. There was even doubt as to whether it was a paper napkin or a cloth napkin.
In short what were written in Exhibit "C'' were not discussed, and therefore could not
have been agreed upon, by the parties. How then could this court compel the parties
to sign Exhibit "C" when the provisions thereof were not previously agreed upon?
SECOND, Mr. Lopez claimed that what was agreed upon as the subject matter of the
contract was 14 films. The complaint in fact prays for delivery of 14 films. But Exhibit
"C" mentions 53 films as its subject matter. Which is which If Exhibits "C" reflected
the true intent of the parties, then ABS-CBN's claim for 14 films in its complaint is
false or if what it alleged in the complaint is true, then Exhibit "C" did not reflect what
was agreed upon by the parties. This underscores the fact that there was no meeting
of the minds as to the subject matter of the contracts, so as to preclude perfection
thereof. For settled is the rule that there can be no contract where there is no object
which is its subject matter (Art. 1318, NCC).
THIRD, Mr. Lopez [sic] answer to question 29 of his affidavit testimony (Exh. "D")
states:
We were able to reach an agreement. VIVA gave us the exclusive
license to show these fourteen (14) films, and we agreed to pay Viva
the amount of P16,050,000.00 as well as grant Viva commercial slots
worth P19,950,000.00. We had already earmarked this P16,
050,000.00.
which gives a total consideration of P36 million (P19,950,000.00 plus
P16,050,000.00. equals P36,000,000.00).
On cross-examination Mr. Lopez testified:
Q. What was written in this napkin?
A. The total price, the breakdown the known Viva movies, the 7
blockbuster movies and the other 7 Viva movies because the price
was broken down accordingly. The none [sic] Viva and the seven
other Viva movies and the sharing between the cash portion and the
concerned spot portion in the total amount of P35 million pesos.
Now, which is which? P36 million or P35 million? This weakens ABS-CBN's claim.
FOURTH. Mrs. Concio, testifying for ABS-CBN stated that she transmitted Exhibit "C"
to Mr. Del Rosario with a handwritten note, describing said Exhibit "C" as a "draft."

(Exh. "5" - Viva; tsn pp. 23-24 June 08, 1992). The said draft has a well defined
meaning.
Since Exhibit "C" is only a draft, or a tentative, provisional or preparatory writing
prepared for discussion, the terms and conditions thereof could not have been
previously agreed upon by ABS-CBN and Viva Exhibit "C'' could not therefore legally
bind Viva, not having agreed thereto. In fact, Ms. Concio admitted that the terms and
conditions embodied in Exhibit "C" were prepared by ABS-CBN's lawyers and there
was no discussion on said terms and conditions. . . .
As the parties had not yet discussed the proposed terms and conditions in Exhibit
"C," and there was no evidence whatsoever that Viva agreed to the terms and
conditions thereof, said document cannot be a binding contract. The fact that Viva
refused to sign Exhibit "C" reveals only two [sic] well that it did not agree on its terms
and conditions, and this court has no authority to compel Viva to agree thereto.
FIFTH. Mr. Lopez understand [sic] that what he and Mr. Del Rosario agreed upon at
the Tamarind Grill was only provisional, in the sense that it was subject to approval
by the Board of Directors of Viva. He testified:
Q. Now, Mr. Witness, and after that Tamarind meeting ... the second
meeting wherein you claimed that you have the meeting of the minds
between you and Mr. Vic del Rosario, what happened?
A. Vic Del Rosario was supposed to call us up and tell us specifically
the result of the discussion with the Board of Directors.
Q. And you are referring to the so-called agreement which you wrote
in [sic] a piece of paper?
A. Yes, sir.
Q. So, he was going to forward that to the board of Directors for
approval?
A. Yes, sir. (Tsn, pp. 42-43, June 8, 1992)
Q. Did Mr. Del Rosario tell you that he will submit it to his Board for
approval?
A. Yes, sir. (Tsn, p. 69, June 8, 1992).
The above testimony of Mr. Lopez shows beyond doubt that he knew Mr. Del Rosario
had no authority to bind Viva to a contract with ABS-CBN until and unless its Board
of Directors approved it. The complaint, in fact, alleges that Mr. Del Rosario "is the
Executive Producer of defendant Viva" which "is a corporation." (par. 2, complaint).
As a mere agent of Viva, Del Rosario could not bind Viva unless what he did is
ratified by its Board of Directors. (Vicente vs. Geraldez, 52 SCRA 210; Arnold
vs. Willets and Paterson, 44 Phil. 634). As a mere agent, recognized as such by
plaintiff, Del Rosario could not be held liable jointly and severally with Viva and his

inclusion as party defendant has no legal basis. (Salonga vs. Warner Barner [sic] ,
COLTA , 88 Phil. 125; Salmon vs. Tan, 36 Phil. 556).
The testimony of Mr. Lopez and the allegations in the complaint are clear admissions
that what was supposed to have been agreed upon at the Tamarind Grill between Mr.
Lopez and Del Rosario was not a binding agreement. It is as it should be because
corporate power to enter into a contract is lodged in the Board of Directors. (Sec. 23,
Corporation Code). Without such board approval by the Viva board, whatever
agreement Lopez and Del Rosario arrived at could not ripen into a valid contract
binding upon Viva (Yao Ka Sin Trading vs. Court of Appeals, 209 SCRA 763). The
evidence adduced shows that the Board of Directors of Viva rejected Exhibit "C" and
insisted that the film package for 140 films be maintained (Exh. "7-1" - Viva ). 49
The contention that ABS-CBN had yet to fully exercise its right of first refusal over twenty-four films
under the 1990 Film Exhibition Agreement and that the meeting between Lopez and Del Rosario
was a continuation of said previous contract is untenable. As observed by the trial court, ABS-CBN
right of first refusal had already been exercised when Ms. Concio wrote to VIVA ticking off ten films,
Thus:
[T]he subsequent negotiation with ABS-CBN two (2) months after this letter was sent,
was for an entirely different package. Ms. Concio herself admitted on crossexamination to having used or exercised the right of first refusal. She stated that the
list was not acceptable and was indeed not accepted by ABS-CBN, (TSN, June 8,
1992, pp. 8-10). Even Mr. Lopez himself admitted that the right of the first refusal
may have been already exercised by Ms. Concio (as she had). (TSN, June 8, 1992,
pp. 71-75). Del Rosario himself knew and understand [sic] that ABS-CBN has lost its
rights of the first refusal when his list of 36 titles were rejected (Tsn, June 9, 1992, pp.
10-11) 50
II
However, we find for ABS-CBN on the issue of damages. We shall first take up actual damages.
Chapter 2, Title XVIII, Book IV of the Civil Code is the specific law on actual or compensatory
damages. Except as provided by law or by stipulation, one is entitled to compensation for actual
damages only for such pecuniary loss suffered by him as he has duly proved. 51 The indemnification
shall comprehend not only the value of the loss suffered, but also that of the profits that the obligee failed
to obtain. 52 In contracts and quasi-contracts the damages which may be awarded are dependent on
whether the obligor acted with good faith or otherwise, It case of good faith, the damages recoverable are
those which are the natural and probable consequences of the breach of the obligation and which the
parties have foreseen or could have reasonably foreseen at the time of the constitution of the obligation. If
the obligor acted with fraud, bad faith, malice, or wanton attitude, he shall be responsible for all damages
which may be reasonably attributed to the non-performance of the obligation. 53 In crimes and quasidelicts, the defendant shall be liable for all damages which are the natural and probable consequences of
the act or omission complained of, whether or not such damages has been foreseen or could have
reasonably been foreseen by the defendant. 54
Actual damages may likewise be recovered for loss or impairment of earning capacity in cases of
temporary or permanent personal injury, or for injury to the plaintiff's business standing or
commercial credit. 55
The claim of RBS for actual damages did not arise from contract, quasi-contract, delict, or quasidelict. It arose from the fact of filing of the complaint despite ABS-CBN's alleged knowledge of lack of

cause of action. Thus paragraph 12 of RBS's Answer with Counterclaim and Cross-claim under the
heading COUNTERCLAIM specifically alleges:
12. ABS-CBN filed the complaint knowing fully well that it has no cause of action
RBS. As a result thereof, RBS suffered actual damages in the amount of
P6,621,195.32. 56
Needless to state the award of actual damages cannot be comprehended under the above law on
actual damages. RBS could only probably take refuge under Articles 19, 20, and 21 of the Civil
Code, which read as follows:
Art. 19. Every person must, in the exercise of his rights and in the performance of his
duties, act with justice, give everyone his due, and observe honesty and good faith.
Art. 20. Every person who, contrary to law, wilfully or negligently causes damage to
another, shall indemnify the latter for tile same.
Art. 21. Any person who wilfully causes loss or injury to another in a manner that is
contrary to morals, good customs or public policy shall compensate the latter for the
damage.
It may further be observed that in cases where a writ of preliminary injunction is issued, the damages
which the defendant may suffer by reason of the writ are recoverable from the injunctive bond. 57 In
this case, ABS-CBN had not yet filed the required bond; as a matter of fact, it asked for reduction of the
bond and even went to the Court of Appeals to challenge the order on the matter, Clearly then, it was not
necessary for RBS to file a counterbond. Hence, ABS-CBN cannot be held responsible for the premium
RBS paid for the counterbond.
Neither could ABS-CBN be liable for the print advertisements for "Maging Sino Ka Man" for lack of
sufficient legal basis. The RTC issued a temporary restraining order and later, a writ of preliminary
injunction on the basis of its determination that there existed sufficient ground for the issuance
thereof. Notably, the RTC did not dissolve the injunction on the ground of lack of legal and factual
basis, but because of the plea of RBS that it be allowed to put up a counterbond.
As regards attorney's fees, the law is clear that in the absence of stipulation, attorney's fees may be
recovered as actual or compensatory damages under any of the circumstances provided for in
Article 2208 of the Civil Code. 58
The general rule is that attorney's fees cannot be recovered as part of damages because of the
policy that no premium should be placed on the right to litigate. 59 They are not to be awarded every
time a party wins a suit. The power of the court to award attorney's fees under Article 2208 demands
factual, legal, and equitable justification. 60 Even when claimant is compelled to litigate with third persons
or to incur expenses to protect his rights, still attorney's fees may not be awarded where no sufficient
showing of bad faith could be reflected in a party's persistence in a case other than erroneous conviction
of the righteousness of his cause. 61
As to moral damages the law is Section 1, Chapter 3, Title XVIII, Book IV of the Civil Code. Article
2217 thereof defines what are included in moral damages, while Article 2219 enumerates the cases
where they may be recovered, Article 2220 provides that moral damages may be recovered in
breaches of contract where the defendant acted fraudulently or in bad faith. RBS's claim for moral
damages could possibly fall only under item (10) of Article 2219, thereof which reads:

(10) Acts and actions referred to in Articles 21, 26, 27, 28, 29, 30, 32, 34, and 35.
Moral damages are in the category of an award designed to compensate the claimant for actual
injury suffered. and not to impose a penalty on the wrongdoer. 62 The award is not meant to enrich the
complainant at the expense of the defendant, but to enable the injured party to obtain means, diversion,
or amusements that will serve to obviate then moral suffering he has undergone. It is aimed at the
restoration, within the limits of the possible, of the spiritual status quo ante, and should be proportionate to
the suffering inflicted. 63 Trial courts must then guard against the award of exorbitant damages; they
should exercise balanced restrained and measured objectivity to avoid suspicion that it was due to
passion, prejudice, or corruption on the part of the trial court. 64
The award of moral damages cannot be granted in favor of a corporation because, being an artificial
person and having existence only in legal contemplation, it has no feelings, no emotions, no senses,
It cannot, therefore, experience physical suffering and mental anguish, which call be experienced
only by one having a nervous system. 65 The statement in People v. Manero 66 and Mambulao Lumber
Co. v. PNB 67 that a corporation may recover moral damages if it "has a good reputation that is debased,
resulting in social humiliation" is an obiter dictum. On this score alone the award for damages must be set
aside, since RBS is a corporation.
The basic law on exemplary damages is Section 5, Chapter 3, Title XVIII, Book IV of the Civil Code.
These are imposed by way of example or correction for the public good, in addition to moral,
temperate, liquidated or compensatory damages. 68 They are recoverable in criminal cases as part of
the civil liability when the crime was committed with one or more aggravating circumstances; 69 in quasicontracts, if the defendant acted with gross negligence; 70 and in contracts and quasi-contracts, if the
defendant acted in a wanton, fraudulent, reckless, oppressive, or malevolent manner. 71
It may be reiterated that the claim of RBS against ABS-CBN is not based on contract, quasi-contract,
delict, or quasi-delict, Hence, the claims for moral and exemplary damages can only be based on
Articles 19, 20, and 21 of the Civil Code.
The elements of abuse of right under Article 19 are the following: (1) the existence of a legal right or
duty, (2) which is exercised in bad faith, and (3) for the sole intent of prejudicing or injuring another.
Article 20 speaks of the general sanction for all other provisions of law which do not especially
provide for their own sanction; while Article 21 deals with acts contra bonus mores, and has the
following elements; (1) there is an act which is legal, (2) but which is contrary to morals, good
custom, public order, or public policy, and (3) and it is done with intent to injure. 72
Verily then, malice or bad faith is at the core of Articles 19, 20, and 21. Malice or bad faith implies a
conscious and intentional design to do a wrongful act for a dishonest purpose or moral
obliquity. 73 Such must be substantiated by evidence. 74
There is no adequate proof that ABS-CBN was inspired by malice or bad faith. It was honestly
convinced of the merits of its cause after it had undergone serious negotiations culminating in its
formal submission of a draft contract. Settled is the rule that the adverse result of an action does
not per se make the action wrongful and subject the actor to damages, for the law could not have
meant to impose a penalty on the right to litigate. If damages result from a person's exercise of a
right, it is damnum absque injuria. 75
WHEREFORE, the instant petition is GRANTED. The challenged decision of the Court of Appeals in
CA-G.R. CV No, 44125 is hereby REVERSED except as to unappealed award of attorney's fees in
favor of VIVA Productions, Inc.
1wphi1.nt

No pronouncement as to costs.
SO ORDERED.
Melo, Kapunan, Martinez and Pardo JJ., concur.
Footnotes

1 Per Adefuin-Dela Cruz, J., with Lantin and Tayao-Jaguros, JJ., concurring; Rollo,
49-60.
2 Rollo, 62.
3 Per Judge Efren N. Ambrosio; Rollo, 134-161.
4 RTC Decision, Rollo, 146-149.
5. This should be Republic Broadcasting System, now GMA Network Inc., upon
approval by the Securities and Exchange Commission of the change in corporate
name on 20 February 1996.
6 Vol. 1, Original Record (OR), Civil Case No. Q-92-12309, 27-28, Hereafter, OR
shall refer to the record of this case.
7 Vol, 1 OR, 170-173.
8 Vol. 1, OR, 217-220.
9 Id., 184-216.
10 Id., 177-183 (VIVA and Del Rosario); 222-228 (RBS).
11 Id., 331-332.
12 Id., 369.
13 Id., 397.
14 Id., 398-402, 403-404.
15 Id., 406-409.
16 Id., 453-454.
17 Vol. 2, OR, 465-484.
18 Id., 464.
19 Id., 913-928.

20 Id., 1140-1166; Rollo, 134-161.

21 Vol. 2, OR, 2030-2035.
22 Rollo, 55.
23 290 SCRA 523 [1995].
24 244 SCRA 320 [1995].
25 238 SCRA [1994].
26 65 SCRA 352 [1975].
27 Citing Francel Realty Corp. v. Court of Appeals, 252 SCRA 127, 134 [1996].
28 Citing Tan v. Court of Appeals, 131 SCRA 397, 404 [1984].
29 Citing Auyong Hian v. Court of Tax Appeals, 59 SCRA 110, 134 [1974].
30 Citing Ilocos Norte Electric Company v. Court of Appeals, 179 SCRA 5 [1989].
31 Citing People v. Manero, 218 SCRA 85,96-97 [1993]; citing Simex International
Manila) Inc. v. Court of Appeals, 183 SCRA 360 [1990].
32 16 SCRA 321 [1966].
33 See Gonzales v. National Housing Corp., 94 SCRA 786 [1979]; Servicewide
Specialist, Inc. v. Court of Appeals, 256 SCRA 649 [1996].
34 I ARTUTRO M. TOLENTINO, COMMENTARIES AND JURISPRUDENCE ON
THE CIVIL CODE OF THE PHILIPPINES 63-66 [1983 Ed).
35 Supra note 31.
36 Rollo, 191.
37 Art. 1305, Civil Code.
38 Art. 1318, Civil Code.
39 Toyota Shaw, Inc. v. Court of Appeals, Supra note 24, at 329.
40 See IV ARTURO M. TOLENTINO, COMMENTARIES AND JURISPRUDENCE ON
THE CIVIL CODE OF THE PHILIPPINES 450 (6th ed., 1996).
41 Supra note 23.
42 Supra note 26.

43 255 SCRA 626, 639 [1996].

44 165 Fed. 2nd 965, Citing Sec. 79 Williston on Contracts.
45 Villonco Realty Company v. Bormaheco, Inc. Supra note 25, at 365-366.
46 B.P. Blg. 68, Sec. 23.
47 Jose C. VITUG, PANDECT OF COMMERCIAL LWA AND JURISPRUDENCE 356
(Reviced ed; 1990).
48 I JOSE C. CAMPOS, JR., and MARIA CLARA LOPEZ-CAMPOS, THE
CORPORATION CODE, 348-385 (1990 ed.)
49 RTC Decision, Rollo, 153-156.
50 Id., 158.
51 Art. 2199, Civil Code.
52 Art. 2200, Id.
53 Art. 2201, id.
54 Art. 2202, id.
55 Art. 2205, id.
56 Vol. 1, OR, 225.
57 Sec. 4 in relation to Section 8, Rule 58 1997 Rules of Civil Procedure.
58 It reads as follows:
Art. 2208. In the absence of stipulation, attorney's fees and expenses of litigation,
other than judicial costs, cannot be recovered, except:
(1) When exemplary damages are awarded;
(2) When the defendant's act or omission has compelled the plaintiff to litigate with
third persons or to incur expenses to protect his interest;
(3) In criminal cases of malicious prosecution against the plaintiff;
(4) In case of a clearly unfounded civil action or proceeding against the plaintiff;
(5) Where the defendant acted in gross and evident bad faith in refusing to satisfy the
plaintiffs plainly valid, just and demandable claim;
(6) In actions for legal support;

(7) In actions for the recovery of wages of household helpers, laborers and skilled
workers;
(8) In actions for indemnity under workmen's compensation and employer's liability
laws;
(9) In a separate civil action to recover civil liability arising from a crime;
(10) When at least double judicial costs are awarded;
(11) In any other case where the court deems it just and equitable that attorney's fees
and expenses of litigation should be recovered.
In all cases, the attorney's fees and expenses of litigation must be reasonable.
59 Firestone Tire & Rubber Company of the Philippines v. Ines Chaves & Co. Ltd., 18
SCRA 356,358 [1966]; Philippine Air Lines v. Miano, 242 SCRA 235, 240 [1995].
60 Scott Consultants & Resource Development Corporation, Inc. v. Court of Appeals,
242 SCRA 393 . 406 [1995].
61 Gonzales v. National Housing Corp., 94 SCRA 786, 792 [1979]; Servicewide
Specialists, Inc. v. Court of Appeals, supra note ,73, at 655.
62 Pagsuyuin v. Intermediate Appellate Court, 193 SCRA 547, 555 [1991].
63 Visayan Sawmill Company v. Court of Appeals, 219 SCRA 378, 392
[1993], citing R&B Security Insurance Co., Inc. v. Intermediate appellate Court 129
SCRA 736 [1984]; De la Serna v. Court of Appeals, 233 SCRA 325, 329-330 [1994].
64 People v. Wenceslao, 212 SCRA 560, 569 [1992], citing Filinvest Credit Corp. v.
Intermediate Appellate Court, 166 SCRA 155[1998].
65 Prime White Cement Corp. v. Intermediate Appellate Court, 220 SCRA 103, 113114 [1993] LBC Express Inc. v. Court of Appeals, 236 SCRA 602, 607 [1994]; Acme
Shoe, Rubber and Plastic Corp. v. Court of Appeals, 260 SCRA 714, 722 [1996].
66 Supra note 31.
67 130 Phil. 366 [1968].
68 Art. 2229, Civil Code.
69 Art. 2230, id.
70 Art. 2231, id.
71 Art. 2232, id.
72 Albenson Enterprises Corp. v. Court of Appeals, 217 SCRA I 16, 25 [1993].

73 Far East Bank and Trust Company v. Court of Appeals, 241 SCRA 671, 675
[1995].
74 Philippine Air Lines v. Miano, supra note 59.
75 Tiera International Construction Corp. v. NLRC, 211 SCRA 73, 81
[1992] citing Saba v. Court of Appeals, 189 SCRA 50, 55 [1990].

ABS-CBN Broadcasting
Corporation vs Court of Appeals
In 1992, ABS-CBN Broadcasting Corporation, through its vice president Charo SantosConcio, requested Viva Production, Inc. to allow ABS-CBN to air at least 14 films produced
by Viva. Pursuant to this request, a meeting was held between Vivas representative
(Vicente Del Rosario) and ABS-CBNs Eugenio Lopez (General Manager) and SantosConcio was held on April 2, 1992. During the meeting Del Rosario proposed a film package
which will allow ABS-CBN to air 104 Viva films for P60 million. Later, Santos-Concio, in a
letter to Del Rosario, proposed a counterproposal of 53 films (including the 14 films initially
requested) for P35 million. Del Rosario presented the counter offer to Vivas Board of
Directors but the Board rejected the counter offer. Several negotiations were subsequently
made but on April 29, 1992, Viva made an agreement with Republic Broadcasting
Corporation (referred to as RBS or GMA 7) which gave exclusive rights to RBS to air 104
Viva films including the 14 films initially requested by ABS-CBN.
ABS-CBN now filed a complaint for specific performance against Viva as it alleged that
there is already a perfected contract between Viva and ABS-CBN in the April 2, 1992
meeting. Lopez testified that Del Rosario agreed to the counterproposal and he (Lopez)
even put the agreement in a napkin which was signed and given to Del Rosario. ABS-CBN
also filed an injunction against RBS to enjoin the latter from airing the films. The injunction
was granted. RBS now filed a countersuit with a prayer for moral damages as it claimed that
its reputation was debased when they failed to air the shows that they promised to their
viewers. RBS relied on the ruling in People vs Manero and Mambulao Lumber vs PNB
which states that a corporation may recover moral damages if it has a good reputation that
is debased, resulting in social humiliation. The trial court ruled in favor of Viva and RBS.
The Court of Appeals affirmed the trial court.
ISSUE:

1.
Whether or not a contract was perfected in the April 2, 1992 meeting between the
representatives
of
the
two
corporations.
2.
Whether or not a corporation, like RBS, is entitled to an award of moral damages
upon grounds of debased reputation.
HELD:
1. No. There is no proof that a contract was perfected in the said meeting. Lopez testimony
about the contract being written in a napkin is not corroborated because the napkin was
never produced in court. Further, there is no meeting of the minds because Del Rosarios
offer was of 104 films for P60 million was not accepted. And that the alleged counter-offer
made by Lopez on the same day was not also accepted because theres no proof of such.
The counter offer can only be deemed to have been made days after the April 2 meeting
when Santos-Concio sent a letter to Del Rosario containing the counter-offer. Regardless,
there was no showing that Del Rosario accepted. But even if he did accept, such
acceptance will not bloom into a perfected contract because Del Rosario has no authority to
do so.
As a rule, corporate powers, such as the power; to enter into contracts; are exercised by the
Board of Directors. But this power may be delegated to a corporate committee, a corporate
officer or corporate manager. Such a delegation must be clear and specific. In the case at
bar, there was no such delegation to Del Rosario. The fact that he has to present the
counteroffer to the Board of Directors of Viva is proof that the contract must be accepted
first by the Vivas Board. Hence, even if Del Rosario accepted the counter-offer, it did not
result to a contract because it will not bind Viva sans authorization.
2. No. The award of moral damages cannot be granted in favor of a corporation because,
being an artificial person and having existence only in legal contemplation, it has no
feelings, no emotions, no senses, It cannot, therefore, experience physical suffering and
mental anguish, which call be experienced only by one having a nervous system. No moral
damages can be awarded to a juridical person. The statement in the case of People vs
Manero and Mambulao Lumber vs PNB is a mere obiter dictum hence it is not binding as a
jurisprudence.

G.R. No. 193707, December 10, 2014

NORMA A. DEL SOCORRO, FOR AND IN BEHALF OF HER MINOR CHILD RODERIGO NORJO VAN
WILSEM, Petitioner, v. ERNST JOHAN BRINKMAN VAN WILSEM, Respondent.

DECISION
PERALTA, J.:
Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court seeking to reverse
and set aside the Orders1 dated February 19, 2010 and September 1, 2010, respectively, of the Regional
Trial Court of Cebu City (RTC-Cebu), which dismissed the criminal case entitled People of the Philippines v.
Ernst Johan Brinkman Van Wilsem, docketed as Criminal Case No. CBU-85503, for violation of Republic Act
(R.A.) No. 9262, otherwise known as the Anti-Violence Against Women and Their Children Act of 2004.
The following facts are culled from the records:
Petitioner Norma A. Del Socorro and respondent Ernst Johan Brinkman Van Wilsem contracted marriage in
Holland on September 25, 1990.2 On January 19, 1994, they were blessed with a son named Roderigo Norjo
Van Wilsem, who at the time of the filing of the instant petition was sixteen (16) years of age. 3
Unfortunately, their marriage bond ended on July 19, 1995 by virtue of a Divorce Decree issued by the
appropriate Court of Holland.4 At that time, their son was only eighteen (18) months old. 5Thereafter,
petitioner and her son came home to the Philippines. 6
According to petitioner, respondent made a promise to provide monthly support to their son in the amount
of Two Hundred Fifty (250) Guildene (which is equivalent to Php17,500.00 more or less). 7 However, since
the arrival of petitioner and her son in the Philippines, respondent never gave support to the son, Roderigo. 8
Not long thereafter, respondent came to the Philippines and remarried in Pinamungahan, Cebu, and since
then, have been residing thereat.9 Respondent and his new wife established a business known as Paree
Catering, located at Barangay Tajao, Municipality of Pinamungahan, Cebu City.10 To date, all the parties,
including their son, Roderigo, are presently living in Cebu City.11
On August 28, 2009, petitioner, through her counsel, sent a letter demanding for support from respondent.
However, respondent refused to receive the letter.12
Because of the foregoing circumstances, petitioner filed a complaint-affidavit with the Provincial Prosecutor
of Cebu City against respondent for violation of Section 5, paragraph E(2) of R.A. No. 9262 for the latters
unjust refusal to support his minor child with petitioner.13 Respondent submitted his counter-affidavit
thereto, to which petitioner also submitted her reply-affidavit. 14 Thereafter, the Provincial Prosecutor of Cebu
City issued a Resolution recommending the filing of an information for the crime charged against herein
respondent.
The information, which was filed with the RTC-Cebu and raffled to Branch 20 thereof, states that:
That sometime in the year 1995 and up to the present, more or less, in the Municipality of Minglanilla,
Province of Cebu, Philippines, and within the jurisdiction of this Honorable Court, the above-named accused,
did then and there wilfully, unlawfully and deliberately deprive, refuse and still continue to deprive his son
RODERIGO NORJO VAN WILSEM, a fourteen (14) year old minor, of financial support legally due him,
resulting in economic abuse to the victim.
CONTRARY TO LAW.15
Upon motion and after notice and hearing, the RTC-Cebu issued a Hold Departure Order against
respondent.16 Consequently, respondent was arrested and, subsequently, posted bail. 17
Petitioner also filed a Motion/Application of Permanent Protection Order to which respondent filed his
Opposition.18 Pending the resolution thereof, respondent was arraigned. 19
Subsequently, without the RTC-Cebu having resolved the application of the protection order, respondent filed
a Motion to Dismiss on the ground of: (1) lack of jurisdiction over the offense charged; and (2) prescription
of the crime charged.20
On February 19, 2010, the RTC-Cebu issued the herein assailed Order,21 dismissing the instant criminal case

against respondent on the ground that the facts charged in the information do not constitute an offense with
respect to the respondent who is an alien, the dispositive part of which states:
WHEREFORE, the Court finds that the facts charged in the information do not constitute an offense with
respect to the accused, he being an alien, and accordingly, orders this case DISMISSED.
The bail bond posted by accused Ernst Johan Brinkman Van Wilsem for his provisional liberty is hereby
cancelled (sic) and ordered released.
SO ORDERED.
Cebu City, Philippines, February 19, 2010.22
Thereafter, petitioner filed her Motion for Reconsideration thereto reiterating respondents obligation to
support their child under Article 19523 of the Family Code, thus, failure to do so makes him liable under R.A.
No. 9262 which equally applies to all persons in the Philippines who are obliged to support their minor
children regardless of the obligors nationality.24
On September 1, 2010, the lower court issued an Order25 denying petitioners Motion for Reconsideration
and reiterating its previous ruling. Thus:
x x x The arguments therein presented are basically a rehash of those advanced earlier in the memorandum
of the prosecution. Thus, the court hereby reiterates its ruling that since the accused is a foreign national he
is not subject to our national law (The Family Code) in regard to a parents duty and obligation to give
support to his child. Consequently, he cannot be charged of violating R.A. 9262 for his alleged failure to
support his child. Unless it is conclusively established that R.A. 9262 applies to a foreigner who fails to give
support to his child, notwithstanding that he is not bound by our domestic law which mandates a parent to
give such support, it is the considered opinion of the court that no prima facie case exists against the
accused herein, hence, the case should be dismissed.
WHEREFORE, the motion for reconsideration is hereby DENIED for lack of merit.
SO ORDERED.
Cebu City, Philippines, September 1, 2010.26
Hence, the present Petition for Review on Certiorari raising the following issues:
1.

Whether or not a foreign national has an obligation to support his minor child under Philippine law;
and

2.

Whether or not a foreign national can be held criminally liable under R.A. No. 9262 for his
unjustified failure to support his minor child.27

At the outset, let it be emphasized that We are taking cognizance of the instant petition despite the fact that
the same was directly lodged with the Supreme Court, consistent with the ruling in Republic v. Sunvar
Realty Development Corporation,28 which lays down the instances when a ruling of the trial court may be
brought on appeal directly to the Supreme Court without violating the doctrine of hierarchy of courts, to wit:
x x x Nevertheless, the Rules do not prohibit any of the parties from filing a Rule 45 Petition with this
Court, in case only questions of law are raised or involved. This latter situation was one that
petitioners found themselves in when they filed the instant Petition to raise only questions of law.
In Republic v. Malabanan, the Court clarified the three modes of appeal from decisions of the RTC, to wit:
(1) by ordinary appeal or appeal by writ of error under Rule 41, whereby judgment was rendered in a civil or
criminal action by the RTC in the exercise of its original jurisdiction; (2) by a petition for review under Rule
42, whereby judgment was rendered by the RTC in the exercise of its appellate jurisdiction; and (3) by a
petition for review on certiorari before the Supreme Court under Rule 45. The first mode of appeal is taken
to the [Court of Appeals] on questions of fact or mixed questions of fact and law. The second mode of
appeal is brought to the CA on questions of fact, of law, or mixed questions of fact and law. The third

mode of appeal is elevated to the Supreme Court only on questions of law. (Emphasis supplied)
There is a question of law when the issue does not call for an examination of the probative value of the
evidence presented or of the truth or falsehood of the facts being admitted, and the doubt concerns the
correct application of law and jurisprudence on the matter. The resolution of the issue must rest solely on
what the law provides on the given set of circumstances. 29
Indeed, the issues submitted to us for resolution involve questions of law the response thereto concerns
the correct application of law and jurisprudence on a given set of facts, i.e., whether or not a foreign
national has an obligation to support his minor child under Philippine law; and whether or not he can be held
criminally liable under R.A. No. 9262 for his unjustified failure to do so.
It cannot be negated, moreover, that the instant petition highlights a novel question of law concerning the
liability of a foreign national who allegedly commits acts and omissions punishable under special criminal
laws, specifically in relation to family rights and duties. The inimitability of the factual milieu of the present
case, therefore, deserves a definitive ruling by this Court, which will eventually serve as a guidepost for
future cases. Furthermore, dismissing the instant petition and remanding the same to the CA would only
waste the time, effort and resources of the courts. Thus, in the present case, considerations of efficiency and
economy in the administration of justice should prevail over the observance of the hierarchy of courts.
Now, on the matter of the substantive issues, We find the petition meritorious. Nonetheless, we do not fully
agree with petitioners contentions.
To determine whether or not a person is criminally liable under R.A. No. 9262, it is imperative that the legal
obligation to support exists.
Petitioner invokes Article 19530 of the Family Code, which provides the parents obligation to support his
child. Petitioner contends that notwithstanding the existence of a divorce decree issued in relation to Article
26 of the Family Code,31 respondent is not excused from complying with his obligation to support his minor
child with petitioner.
On the other hand, respondent contends that there is no sufficient and clear basis presented by petitioner
that she, as well as her minor son, are entitled to financial support. 32 Respondent also added that by reason
of the Divorce Decree, he is not obligated to petitioner for any financial support. 33
On this point, we agree with respondent that petitioner cannot rely on Article 195 34 of the New Civil Code in
demanding support from respondent, who is a foreign citizen, since Article 15 35 of the New Civil Code
stresses the principle of nationality. In other words, insofar as Philippine laws are concerned, specifically the
provisions of the Family Code on support, the same only applies to Filipino citizens. By analogy, the same
principle applies to foreigners such that they are governed by their national law with respect to family rights
and duties.36
The obligation to give support to a child is a matter that falls under family rights and duties. Since the
respondent is a citizen of Holland or the Netherlands, we agree with the RTC-Cebu that he is subject to the
laws of his country, not to Philippine law, as to whether he is obliged to give support to his child, as well as
the consequences of his failure to do so.37
In the case of Vivo v. Cloribel,38 the Court held that
Furthermore, being still aliens, they are not in position to invoke the provisions of the Civil Code of
the Philippines, for that Code cleaves to the principle that family rights and duties are governed
by their personal law, i.e., the laws of the nation to which they belong even when staying in a foreign
country (cf. Civil Code, Article 15).39
It cannot be gainsaid, therefore, that the respondent is not obliged to support petitioners son under Article
195 of the Family Code as a consequence of the Divorce Covenant obtained in Holland. This does not,
however, mean that respondent is not obliged to support petitioners son altogether.
In international law, the party who wants to have a foreign law applied to a dispute or case has the burden
of proving the foreign law.40 In the present case, respondent hastily concludes that being a national of the
Netherlands, he is governed by such laws on the matter of provision of and capacity to support. 41 While
respondent pleaded the laws of the Netherlands in advancing his position that he is not obliged to support

his son, he never proved the same.

It is incumbent upon respondent to plead and prove that the national law of the Netherlands does not
impose upon the parents the obligation to support their child (either before, during or after the issuance of a
divorce decree), because Llorente v. Court of Appeals,42 has already enunciated that:
True, foreign laws do not prove themselves in our jurisdiction and our courts are not authorized to take
judicial notice of them. Like any other fact, they must be alleged and proved. 43
In view of respondents failure to prove the national law of the Netherlands in his favor, the doctrine of
processual presumption shall govern. Under this doctrine, if the foreign law involved is not properly pleaded
and proved, our courts will presume that the foreign law is the same as our local or domestic or internal
law.44 Thus, since the law of the Netherlands as regards the obligation to support has not been properly
pleaded and proved in the instant case, it is presumed to be the same with Philippine law, which enforces
the obligation of parents to support their children and penalizing the non-compliance therewith.
Moreover, while in Pilapil v. Ibay-Somera',45 the Court held that a divorce obtained in a foreign land as well
as its legal effects may be recognized in the Philippines in view of the nationality principle on the matter of
status of persons, the Divorce Covenant presented by respondent does not completely show that he is not
liable to give support to his son after the divorce decree was issued. Emphasis is placed on petitioners
allegation that under the second page of the aforesaid covenant, respondents obligation to support his child
is specifically stated,46 which was not disputed by respondent.
We likewise agree with petitioner that notwithstanding that the national law of respondent states that
parents have no obligation to support their children or that such obligation is not punishable by law, said law
would still not find applicability, in light of the ruling in Bank of America, NT and SA v. American Realty
Corporation,47 to wit:
In the instant case, assuming arguendo that the English Law on the matter were properly pleaded and
proved in accordance with Section 24, Rule 132 of the Rules of Court and the jurisprudence laid down in Yao
Kee, et al. vs. Sy-Gonzales, said foreign law would still not find applicability.
Thus, when the foreign law, judgment or contract is contrary to a sound and established public
policy of the forum, the said foreign law, judgment or order shall not be applied.
Additionally, prohibitive laws concerning persons, their acts or property, and those which have for their
object public order, public policy and good customs shall not be rendered ineffective by laws or judgments
promulgated, or by determinations or conventions agreed upon in a foreign country.
The public policy sought to be protected in the instant case is the principle imbedded in our jurisdiction
proscribing the splitting up of a single cause of action.
Section 4, Rule 2 of the 1997 Rules of Civil Procedure is pertinent
If two or more suits are instituted on the basis of the same cause of action, the filing of one or a judgment
upon the merits in any one is available as a ground for the dismissal of the others.
Moreover, foreign law should not be applied when its application would work undeniable injustice
to the citizens or residents of the forum. To give justice is the most important function of law; hence, a
law, or judgment or contract that is obviously unjust negates the fundamental principles of Conflict of
Laws.48
Applying the foregoing, even if the laws of the Netherlands neither enforce a parents obligation to support
his child nor penalize the non-compliance therewith, such obligation is still duly enforceable in the Philippines
because it would be of great injustice to the child to be denied of financial support when the latter is entitled
thereto.
We emphasize, however, that as to petitioner herself, respondent is no longer liable to support his former
wife, in consonance with the ruling in San Luis v. San Luis,49 to wit:
As to the effect of the divorce on the Filipino wife, the Court ruled that she should no longer be considered
married to the alien spouse. Further, she should not be required to perform her marital duties and
obligations. It held:

To maintain, as private respondent does, that, under our laws, petitioner has to be
considered still married to private respondent and still subject to a wife's obligations under
Article 109, et. seq. of the Civil Code cannot be just . Petitioner should not be obliged to live together
with, observe respect and fidelity, and render support to private respondent. The latter should not continue
to be one of her heirs with possible rights to conjugal property. She should not be discriminated against
in her own country if the ends of justice are to be served. (Emphasis added)50
Based on the foregoing legal precepts, we find that respondent may be made liable under Section 5(e) and
(i) of R.A. No. 9262 for unjustly refusing or failing to give support to petitioners son, to wit:
SECTION 5. Acts of Violence Against Women and Their Children.- The crime of violence against women and
their children is committed through any of the following acts:
xxxx
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(e) Attempting to compel or compelling the woman or her child to engage in conduct which the woman or
her child has the right to desist from or desist from conduct which the woman or her child has the right to
engage in, or attempting to restrict or restricting the woman's or her child's freedom of movement or
conduct by force or threat of force, physical or other harm or threat of physical or other harm, or
intimidation directed against the woman or child. This shall include, but not limited to, the following acts
committed with the purpose or effect of controlling or restricting the woman's or her child's movement or
conduct:
xxxx
(2) Depriving or threatening to deprive the woman or her children of financial support legally due
her or her family , or deliberately providing the woman's children insufficient financial support;
xxxx
(i) Causing mental or emotional anguish, public ridicule or humiliation to the woman or her child, including,
but not limited to, repeated verbal and emotional abuse, anddenial of financial support or custody of
minor children of access to the woman's child/children.51
Under the aforesaid special law, the deprivation or denial of financial support to the child is considered an
act of violence against women and children.
In addition, considering that respondent is currently living in the Philippines, we find strength in petitioners
claim that the Territoriality Principle in criminal law, in relation to Article 14 of the New Civil Code, applies to
the instant case, which provides that:[p]enal laws and those of public security and safety shall be
obligatory upon all who live and sojourn in Philippine territory, subject to the principle of public international
law and to treaty stipulations. On this score, it is indisputable that the alleged continuing acts of
respondent in refusing to support his child with petitioner is committed here in the Philippines as all of the
parties herein are residents of the Province of Cebu City. As such, our courts have territorial jurisdiction
over the offense charged against respondent. It is likewise irrefutable that jurisdiction over the respondent
was acquired upon his arrest.
Finally, we do not agree with respondents argument that granting, but not admitting, that there is a legal
basis for charging violation of R.A. No. 9262 in the instant case, the criminal liability has been extinguished
on the ground of prescription of crime52 under Section 24 of R.A. No. 9262, which provides that:
SECTION 24. Prescriptive Period. Acts falling under Sections 5(a) to 5(f) shall prescribe in twenty (20)
years. Acts falling under Sections 5(g) to 5(I) shall prescribe in ten (10) years.
The act of denying support to a child under Section 5(e)(2) and (i) of R.A. No. 9262 is a continuing
offense,53 which started in 1995 but is still ongoing at present. Accordingly, the crime charged in the instant
case has clearly not prescribed.
Given, however, that the issue on whether respondent has provided support to petitioners child calls for an
examination of the probative value of the evidence presented, and the truth and falsehood of facts being
admitted, we hereby remand the determination of this issue to the RTC-Cebu which has jurisdiction over the
case.
WHEREFORE, the petition is GRANTED. The Orders dated February 19, 2010 and September 1, 2010,

respectively, of the Regional Trial Court of the City of Cebu are hereby REVERSED and SET ASIDE. The
case is REMANDED to the same court to conduct further proceedings based on the merits of the case.
SO ORDERED.
Velasco, Jr., (Chairperson), Villarama, Jr., Mendoza,*and Reyes, JJ., concur.
Endnotes:

Designated Acting Member in lieu of Associate Justice Francis H. Jardeleza, per Special Order No. 1896
dated November 28, 2014
*

Penned by Judge Bienvenido R. Saniel, Jr.; Annexes "A" and B to Petition, respectively, rollo, pp. 22-26.

Rollo, p. 6.

Id.

Id. at 7.

Annex F to Petition, rollo, p. 31.

Id. at 32.

Annex A to Petition, rollo, pp. 23-24.

Id. at 24.

Id. at 32.

10

Id.

11

Supra note 7, at 23-24.

12

Supra note 5, at 32.

13

Rollo, p. 7.

14

Id.

15

Id. at 22.

16

Id.

17

Id. at 24.

18

Id. at 8.

19

Id.

20

Id.

21

Supra note 7.

22

Id.at 24.

Art. 195. Subject to the provisions of the succeeding articles, the following are obliged to support each
other to the whole extent set forth in the preceding article:
(1) The spouses;
(2) Legitimate ascendants and descendants;
23

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(3) Parents and their legitimate children and the legitimate and illegitimate children of the latter;
(4) Parents and their illegitimate children and the legitimate and illegitimate children of the latter; and
(5) Legitimate brothers and sisters, whether of full or half-blood.
24
Annex R to Petition, rollo, p. 102.
25

Annex B to Petition, id. at 25.

26

Id.

27

Rollo, p. 10.

28

G.R. No. 194880, June 20, 2012, 674 SCRA 320.

29

Id. at 332-333.

30

Supra note 23.

Art. 26. All marriages solemnized outside the Philippines, in accordance with the laws in force in the
country where they were solemnized, and valid there as such, shall also be valid in this country, except
those prohibited under Articles 35 (1), (4), (5) and (6), 3637 and 38.
31

Where a marriage between a Filipino citizen and a foreigner is validly celebrated and a divorce is thereafter
validly obtained abroad by the alien spouse capacitating him or her to remarry, the Filipino spouse shall have
capacity to remarry under Philippine law. (As amended by Executive Order 227)
32

Comment on the Petition for Review on Certiorari, rollo, p. 123.

33

Id. at 122.

34

Supra note 23.

Art. 15. Laws relating to family rights and duties, or to the status, condition and legal capacity of persons
are binding upon citizens of the Philippines, even though living abroad.
35

36

Supra note 7, at 24.

37

Id.

38

G.R. No. L-25441, October 26, 1968, 25 SCRA 616.

39

Id. at 625-626. (Emphasis supplied)

40

EDI-Staffbuilders International, Inc. v. NLRC, 563 Phil. 1, 22 (2007).

41

Annex N to Petition, rollo, p. 84.

42

399 Phil. 342 (2000).

43

Id. at 354. (Emphasis supplied)

44

45

Bank of America, NT and SA v. American Realty Corporation, 378 Phil. 1279, 1296 (1999).
G.R. No. 80116, June 30, 1989, 174 SCRA 653.

46

Rollo, p. 18.

47

Supra note 44.

48

Id.at 1296-1297. (Emphasis supplied)

49

543 Phil. 275 (2007).

50

Id. at 290.

51

Section 5(e) and (i) of R.A. No. 9262. (Emphasis supplied)

52

Rollo, p. 15.

In People v. De Leon, 608 Phil. 701, 722 (2009), it was held that:
A continued (continuous or continuing) crime is defined as a single crime, consisting of a series of acts but
all arising from one criminal resolution. Although there is a series of acts, there is only one crime
committed; hence, only one penalty shall be imposed.
53

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Republic of the Philippines

SUPREME COURT
Manila
EN BANC
G.R. No. L-23678

June 6, 1967

TESTATE ESTATE OF AMOS G. BELLIS, deceased.

PEOPLE'S BANK and TRUST COMPANY, executor.
MARIA CRISTINA BELLIS and MIRIAM PALMA BELLIS, oppositors-appellants,
vs.
EDWARD A. BELLIS, ET AL., heirs-appellees.
Vicente R. Macasaet and Jose D. Villena for oppositors appellants.
Paredes, Poblador, Cruz and Nazareno for heirs-appellees E. A. Bellis, et al.
Quijano and Arroyo for heirs-appellees W. S. Bellis, et al.
J. R. Balonkita for appellee People's Bank & Trust Company.
Ozaeta, Gibbs and Ozaeta for appellee A. B. Allsman.
BENGZON, J.P., J.:
This is a direct appeal to Us, upon a question purely of law, from an order of the Court of First
Instance of Manila dated April 30, 1964, approving the project of partition filed by the executor in
Civil Case No. 37089 therein.
1wph1.t

The facts of the case are as follows:

Amos G. Bellis, born in Texas, was "a citizen of the State of Texas and of the United States." By his
first wife, Mary E. Mallen, whom he divorced, he had five legitimate children: Edward A. Bellis,
George Bellis (who pre-deceased him in infancy), Henry A. Bellis, Alexander Bellis and Anna Bellis
Allsman; by his second wife, Violet Kennedy, who survived him, he had three legitimate children:
Edwin G. Bellis, Walter S. Bellis and Dorothy Bellis; and finally, he had three illegitimate children:
Amos Bellis, Jr., Maria Cristina Bellis and Miriam Palma Bellis.
On August 5, 1952, Amos G. Bellis executed a will in the Philippines, in which he directed that after
all taxes, obligations, and expenses of administration are paid for, his distributable estate should be
divided, in trust, in the following order and manner: (a) $240,000.00 to his first wife, Mary E. Mallen;
(b) P120,000.00 to his three illegitimate children, Amos Bellis, Jr., Maria Cristina Bellis, Miriam
Palma Bellis, or P40,000.00 each and (c) after the foregoing two items have been satisfied, the

remainder shall go to his seven surviving children by his first and second wives, namely: Edward A.
Bellis, Henry A. Bellis, Alexander Bellis and Anna Bellis Allsman, Edwin G. Bellis, Walter S. Bellis,
and Dorothy E. Bellis, in equal shares.
1wph1.t

Subsequently, or on July 8, 1958, Amos G. Bellis died a resident of San Antonio, Texas, U.S.A. His
will was admitted to probate in the Court of First Instance of Manila on September 15, 1958.
The People's Bank and Trust Company, as executor of the will, paid all the bequests therein
including the amount of $240,000.00 in the form of shares of stock to Mary E. Mallen and to the
three (3) illegitimate children, Amos Bellis, Jr., Maria Cristina Bellis and Miriam Palma Bellis, various
amounts totalling P40,000.00 each in satisfaction of their respective legacies, or a total of
P120,000.00, which it released from time to time according as the lower court approved and allowed
the various motions or petitions filed by the latter three requesting partial advances on account of
their respective legacies.
On January 8, 1964, preparatory to closing its administration, the executor submitted and filed its
"Executor's Final Account, Report of Administration and Project of Partition" wherein it reported, inter
alia, the satisfaction of the legacy of Mary E. Mallen by the delivery to her of shares of stock
amounting to $240,000.00, and the legacies of Amos Bellis, Jr., Maria Cristina Bellis and Miriam
Palma Bellis in the amount of P40,000.00 each or a total of P120,000.00. In the project of partition,
the executor pursuant to the "Twelfth" clause of the testator's Last Will and Testament divided
the residuary estate into seven equal portions for the benefit of the testator's seven legitimate
children by his first and second marriages.
On January 17, 1964, Maria Cristina Bellis and Miriam Palma Bellis filed their respective oppositions
to the project of partition on the ground that they were deprived of their legitimes as illegitimate
children and, therefore, compulsory heirs of the deceased.
Amos Bellis, Jr. interposed no opposition despite notice to him, proof of service of which is
evidenced by the registry receipt submitted on April 27, 1964 by the executor.1
After the parties filed their respective memoranda and other pertinent pleadings, the lower court, on
April 30, 1964, issued an order overruling the oppositions and approving the executor's final account,
report and administration and project of partition. Relying upon Art. 16 of the Civil Code, it applied
the national law of the decedent, which in this case is Texas law, which did not provide for legitimes.
Their respective motions for reconsideration having been denied by the lower court on June 11,
1964, oppositors-appellants appealed to this Court to raise the issue of which law must apply
Texas law or Philippine law.
In this regard, the parties do not submit the case on, nor even discuss, the doctrine of renvoi, applied
by this Court in Aznar v. Christensen Garcia, L-16749, January 31, 1963. Said doctrine is usually
pertinent where the decedent is a national of one country, and a domicile of another. In the present
case, it is not disputed that the decedent was both a national of Texas and a domicile thereof at the
time of his death.2 So that even assuming Texas has a conflict of law rule providing that the
domiciliary system (law of the domicile) should govern, the same would not result in a reference
back (renvoi) to Philippine law, but would still refer to Texas law. Nonetheless, if Texas has a conflicts
rule adopting the situs theory (lex rei sitae) calling for the application of the law of the place where
the properties are situated, renvoi would arise, since the properties here involved are found in the
Philippines. In the absence, however, of proof as to the conflict of law rule of Texas, it should not be
presumed different from ours.3Appellants' position is therefore not rested on the doctrine of renvoi.
As stated, they never invoked nor even mentioned it in their arguments. Rather, they argue that their

case falls under the circumstances mentioned in the third paragraph of Article 17 in relation to Article
16 of the Civil Code.
Article 16, par. 2, and Art. 1039 of the Civil Code, render applicable the national law of the decedent,
in intestate or testamentary successions, with regard to four items: (a) the order of succession; (b)
the amount of successional rights; (e) the intrinsic validity of the provisions of the will; and (d) the
capacity to succeed. They provide that
ART. 16. Real property as well as personal property is subject to the law of the country
where it is situated.
However, intestate and testamentary successions, both with respect to the order of
succession and to the amount of successional rights and to the intrinsic validity of
testamentary provisions, shall be regulated by the national law of the person whose
succession is under consideration, whatever may he the nature of the property and
regardless of the country wherein said property may be found.
ART. 1039. Capacity to succeed is governed by the law of the nation of the decedent.
Appellants would however counter that Art. 17, paragraph three, of the Civil Code, stating that
Prohibitive laws concerning persons, their acts or property, and those which have for their
object public order, public policy and good customs shall not be rendered ineffective by laws
or judgments promulgated, or by determinations or conventions agreed upon in a foreign
country.
prevails as the exception to Art. 16, par. 2 of the Civil Code afore-quoted. This is not correct.
Precisely, Congressdeleted the phrase, "notwithstanding the provisions of this and the next
preceding article" when they incorporated Art. 11 of the old Civil Code as Art. 17 of the new Civil
Code, while reproducing without substantial change the second paragraph of Art. 10 of the old Civil
Code as Art. 16 in the new. It must have been their purpose to make the second paragraph of Art. 16
a specific provision in itself which must be applied in testate and intestate succession. As further
indication of this legislative intent, Congress added a new provision, under Art. 1039, which decrees
that capacity to succeed is to be governed by the national law of the decedent.
It is therefore evident that whatever public policy or good customs may be involved in our System of
legitimes, Congress has not intended to extend the same to the succession of foreign nationals. For
it has specifically chosen to leave, inter alia, the amount of successional rights, to the decedent's
national law. Specific provisions must prevail over general ones.
Appellants would also point out that the decedent executed two wills one to govern his Texas
estate and the other his Philippine estate arguing from this that he intended Philippine law to
govern his Philippine estate. Assuming that such was the decedent's intention in executing a
separate Philippine will, it would not alter the law, for as this Court ruled in Miciano v. Brimo, 50 Phil.
867, 870, a provision in a foreigner's will to the effect that his properties shall be distributed in
accordance with Philippine law and not with his national law, is illegal and void, for his national law
cannot be ignored in regard to those matters that Article 10 now Article 16 of the Civil Code
states said national law should govern.
The parties admit that the decedent, Amos G. Bellis, was a citizen of the State of Texas, U.S.A., and
that under the laws of Texas, there are no forced heirs or legitimes. Accordingly, since the intrinsic

validity of the provision of the will and the amount of successional rights are to be determined under
Texas law, the Philippine law on legitimes cannot be applied to the testacy of Amos G. Bellis.
Wherefore, the order of the probate court is hereby affirmed in toto, with costs against appellants. So
ordered.
Concepcion, C.J., Reyes, J.B.L., Dizon, Regala, Makalintal, Zaldivar, Sanchez and Castro, JJ.,
concur.

Footnotes
He later filed a motion praying that as a legal heir he be included in this case as one of the
oppositors-appellants; to file or adopt the opposition of his sisters to the project of partition;
to submit his brief after paying his proportionate share in the expenses incurred in the
printing of the record on appeal; or to allow him to adopt the briefs filed by his sisters but
this Court resolved to deny the motion.
1

San Antonio, Texas was his legal residence.

Lim vs. Collector, 36 Phil. 472; In re Testate Estate of Suntay, 95 Phil. 500.

Bellis vs Bellis, G.R. No. L-23678 June 6, 1967

TESTATE ESTATE OF AMOS G. BELLIS, deceased, PEOPLES BANK & TRUST COMPANY,
executor, MARIA CRISTINA BELLIS and MIRIAM PALMA BELLIS, oppositors-appellants, VS.
EDWARD A. BELLIS, ET. AL., heir-appellees
G.R. No. L-23678 June 6, 1967
FACTS:
Amos Bellis, born in Texas, was a citizen of the State of Texas and of the United States. He had 5
legitimate children with his wife, Mary Mallen, whom he had divorced, 3 legitimate children with his 2nd
wife, Violet Kennedy and finally, 3 illegitimate children.
Prior to his death, Amos Bellis executed a will in the Philippines in which his distributable estate should be
divided in trust in the following order and manner:
a. $240,000 to his 1st wife Mary Mallen;
b. P120,000 to his 3 illegitimate children at P40,000 each;
c. The remainder shall go to his surviving children by his 1st and 2nd wives, in equal shares.
Subsequently, Amos Bellis died a resident of San Antonio, Texas, USA. His will was admitted to probate in
the Philippines. The Peoples Bank and Trust Company, an executor of the will, paid the entire bequest
therein.
Preparatory to closing its administration, the executor submitted and filed its Executors Final Account,
Report of Administration and Project of Partition where it reported, inter alia, the satisfaction of the legacy
of Mary Mallen by the shares of stock amounting to $240,000 delivered to her, and the legacies of the 3
illegitimate children in the amount of P40,000 each or a total of P120,000. In the project partition, the

executor divided the residuary estate into 7 equal portions

for the benefit of the testators 7 legitimate children by his 1st and 2nd marriages.
Among the 3 illegitimate children, Mari Cristina and Miriam Palma Bellis filed their respective opposition to
the project partition on the ground that they were deprived of their legitimates as illegitimate children.
The lower court denied their respective motions for reconsideration.
ISSUE:
Whether Texan Law of Philippine Law must apply.
RULING:
It is not disputed that the decedent was both a national of Texas and a domicile thereof at the time of his
death. So that even assuming Texan has a conflict of law rule providing that the same would not result in
a reference back (renvoi) to Philippine Law, but would still refer to Texas Law.
Nonetheless, if Texas has conflict rule adopting the situs theory (lex rei sitae) calling for the application of
the law of the place where the properties are situated, renvoi would arise, since the properties here
involved are found in the Philippines. In the absence, however of proofs as to the conflict of law rule of
Texas, it should not be presumed different from our appellants, position is therefore not rested on the
doctrine of renvoi.
The parties admit that the decedent, Amos Bellis, was a citizen of the State of Texas, USA and that under
the Laws of Texas, there are no forced heirs or legitimates. Accordingly, since the intrinsic validity of the
provision of the will and the amount of successional rights has to be determined under Texas Law, the
Philippine Law on legitimates can not be applied to the testate of Amos Bellis.

Republic of the Philippines

SUPREME COURT
Manila
EN BANC
G.R. No. L-22595

November 1, 1927

Testate Estate of Joseph G. Brimo, JUAN MICIANO, administrator, petitioner-appellee,

vs.
ANDRE BRIMO, opponent-appellant.
Ross, Lawrence and Selph for appellant.
Camus and Delgado for appellee.

ROMUALDEZ, J.:
The partition of the estate left by the deceased Joseph G. Brimo is in question in this case.

The judicial administrator of this estate filed a scheme of partition. Andre Brimo, one of the brothers
of the deceased, opposed it. The court, however, approved it.
The errors which the oppositor-appellant assigns are:
(1) The approval of said scheme of partition; (2) denial of his participation in the inheritance; (3) the
denial of the motion for reconsideration of the order approving the partition; (4) the approval of the
purchase made by the Pietro Lana of the deceased's business and the deed of transfer of said
business; and (5) the declaration that the Turkish laws are impertinent to this cause, and the failure
not to postpone the approval of the scheme of partition and the delivery of the deceased's business
to Pietro Lanza until the receipt of the depositions requested in reference to the Turkish laws.
The appellant's opposition is based on the fact that the partition in question puts into effect the
provisions of Joseph G. Brimo's will which are not in accordance with the laws of his Turkish
nationality, for which reason they are void as being in violation or article 10 of the Civil Code which,
among other things, provides the following:
Nevertheless, legal and testamentary successions, in respect to the order of succession as
well as to the amount of the successional rights and the intrinsic validity of their provisions,
shall be regulated by the national law of the person whose succession is in question,
whatever may be the nature of the property or the country in which it may be situated.
But the fact is that the oppositor did not prove that said testimentary dispositions are not in
accordance with the Turkish laws, inasmuch as he did not present any evidence showing what the
Turkish laws are on the matter, and in the absence of evidence on such laws, they are presumed to
be the same as those of the Philippines. (Lim and Lim vs. Collector of Customs, 36 Phil., 472.)
It has not been proved in these proceedings what the Turkish laws are. He, himself, acknowledges it
when he desires to be given an opportunity to present evidence on this point; so much so that he
assigns as an error of the court in not having deferred the approval of the scheme of partition until
the receipt of certain testimony requested regarding the Turkish laws on the matter.
The refusal to give the oppositor another opportunity to prove such laws does not constitute an error.
It is discretionary with the trial court, and, taking into consideration that the oppositor was granted
ample opportunity to introduce competent evidence, we find no abuse of discretion on the part of the
court in this particular. There is, therefore, no evidence in the record that the national law of the
testator Joseph G. Brimo was violated in the testamentary dispositions in question which, not being
contrary to our laws in force, must be complied with and executed.
lawphil.net

Therefore, the approval of the scheme of partition in this respect was not erroneous.
In regard to the first assignment of error which deals with the exclusion of the herein appellant as a
legatee, inasmuch as he is one of the persons designated as such in will, it must be taken into
consideration that such exclusion is based on the last part of the second clause of the will, which
says:
Second. I like desire to state that although by law, I am a Turkish citizen, this citizenship
having been conferred upon me by conquest and not by free choice, nor by nationality and,
on the other hand, having resided for a considerable length of time in the Philippine Islands
where I succeeded in acquiring all of the property that I now possess, it is my wish that the
distribution of my property and everything in connection with this, my will, be made and

disposed of in accordance with the laws in force in the Philippine islands, requesting all of
my relatives to respect this wish, otherwise, I annul and cancel beforehand whatever
disposition found in this will favorable to the person or persons who fail to comply with this
request.
The institution of legatees in this will is conditional, and the condition is that the instituted legatees
must respect the testator's will to distribute his property, not in accordance with the laws of his
nationality, but in accordance with the laws of the Philippines.
If this condition as it is expressed were legal and valid, any legatee who fails to comply with it, as the
herein oppositor who, by his attitude in these proceedings has not respected the will of the testator,
as expressed, is prevented from receiving his legacy.
The fact is, however, that the said condition is void, being contrary to law, for article 792 of the civil
Code provides the following:
Impossible conditions and those contrary to law or good morals shall be considered as not
imposed and shall not prejudice the heir or legatee in any manner whatsoever, even should
the testator otherwise provide.
And said condition is contrary to law because it expressly ignores the testator's national law when,
according to article 10 of the civil Code above quoted, such national law of the testator is the one to
govern his testamentary dispositions.
Said condition then, in the light of the legal provisions above cited, is considered unwritten, and the
institution of legatees in said will is unconditional and consequently valid and effective even as to the
herein oppositor.
It results from all this that the second clause of the will regarding the law which shall govern it, and to
the condition imposed upon the legatees, is null and void, being contrary to law.
All of the remaining clauses of said will with all their dispositions and requests are perfectly valid and
effective it not appearing that said clauses are contrary to the testator's national law.
Therefore, the orders appealed from are modified and it is directed that the distribution of this estate
be made in such a manner as to include the herein appellant Andre Brimo as one of the legatees,
and the scheme of partition submitted by the judicial administrator is approved in all other respects,
without any pronouncement as to costs.
So ordered.
Street, Malcolm, Avancea, Villamor and Ostrand, JJ., concur.

Miciano vs Brimo
TITLE: Juan Miciano v Andre Brimo
CITATION: GR No.22595, November 1, 1927| 50 Phil 867

FACTS:

Juan Miciano, judicial administrator of the estate in question, filed a scheme of

partition. Andre Brimo, one of the brothers of the deceased (Joseph Brimo)
opposed Micianos participation in the inheritance. Joseph Brimo is a Turkish
citizen.

ISSUE: Whether Turkish law or Philippine law will be the basis on the distribution
of Joseph Brimos estates.

HELD:

Though the last part of the second clause of the will expressly said that it be
made and disposed of in accordance with the laws in force in the Philippine
Island, this condition, described as impossible conditions, shall be considered
as not imposed and shall not prejudice the heir or legatee in any manner
whatsoever, even should the testator otherwise provide. Impossible conditions
are further defined as those contrary to law or good morals. Thus, national law
of the testator shall govern in his testamentary dispositions.
The court approved the scheme of partition submitted by the judicial
administrator, in such manner as to include Andre Brimo, as one of the legatees.
Republic of the Philippines
SUPREME COURT
Manila
EN BANC
G.R. No. L-16749

January 31, 1963

IN THE MATTER OF THE TESTATE ESTATE OF EDWARD E. CHRISTENSEN, DECEASED.

ADOLFO C. AZNAR, Executor and LUCY CHRISTENSEN, Heir of the deceased, Executor and
Heir-appellees,
vs.
HELEN CHRISTENSEN GARCIA, oppositor-appellant.
M. R. Sotelo for executor and heir-appellees.
Leopoldo M. Abellera and Jovito Salonga for oppositor-appellant.

LABRADOR, J.:
This is an appeal from a decision of the Court of First Instance of Davao, Hon. Vicente N. Cusi, Jr.,
presiding, in Special Proceeding No. 622 of said court, dated September 14, 1949, approving among
things the final accounts of the executor, directing the executor to reimburse Maria Lucy Christensen
the amount of P3,600 paid by her to Helen Christensen Garcia as her legacy, and declaring Maria
Lucy Christensen entitled to the residue of the property to be enjoyed during her lifetime, and in case
of death without issue, one-half of said residue to be payable to Mrs. Carrie Louise C. Borton, etc., in
accordance with the provisions of the will of the testator Edward E. Christensen. The will was
executed in Manila on March 5, 1951 and contains the following provisions:
3. I declare ... that I have but ONE (1) child, named MARIA LUCY CHRISTENSEN (now Mrs.
Bernard Daney), who was born in the Philippines about twenty-eight years ago, and who is
now residing at No. 665 Rodger Young Village, Los Angeles, California, U.S.A.
4. I further declare that I now have no living ascendants, and no descendants except my
above named daughter, MARIA LUCY CHRISTENSEN DANEY.
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7. I give, devise and bequeath unto MARIA HELEN CHRISTENSEN, now married to
Eduardo Garcia, about eighteen years of age and who, notwithstanding the fact that she was
baptized Christensen, is not in any way related to me, nor has she been at any time adopted
by me, and who, from all information I have now resides in Egpit, Digos, Davao, Philippines,
the sum of THREE THOUSAND SIX HUNDRED PESOS (P3,600.00), Philippine Currency
the same to be deposited in trust for the said Maria Helen Christensen with the Davao
Branch of the Philippine National Bank, and paid to her at the rate of One Hundred Pesos
(P100.00), Philippine Currency per month until the principal thereof as well as any interest
which may have accrued thereon, is exhausted..
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12. I hereby give, devise and bequeath, unto my well-beloved daughter, the said MARIA
LUCY CHRISTENSEN DANEY (Mrs. Bernard Daney), now residing as aforesaid at No. 665
Rodger Young Village, Los Angeles, California, U.S.A., all the income from the rest,
remainder, and residue of my property and estate, real, personal and/or mixed, of
whatsoever kind or character, and wheresoever situated, of which I may be possessed at my
death and which may have come to me from any source whatsoever, during her lifetime: ....
It is in accordance with the above-quoted provisions that the executor in his final account and project
of partition ratified the payment of only P3,600 to Helen Christensen Garcia and proposed that the
residue of the estate be transferred to his daughter, Maria Lucy Christensen.
Opposition to the approval of the project of partition was filed by Helen Christensen Garcia, insofar
as it deprives her (Helen) of her legitime as an acknowledged natural child, she having been
declared by Us in G.R. Nos. L-11483-84 an acknowledged natural child of the deceased Edward E.
Christensen. The legal grounds of opposition are (a) that the distribution should be governed by the
laws of the Philippines, and (b) that said order of distribution is contrary thereto insofar as it denies to
Helen Christensen, one of two acknowledged natural children, one-half of the estate in full
ownership. In amplification of the above grounds it was alleged that the law that should govern the
estate of the deceased Christensen should not be the internal law of California alone, but the entire
law thereof because several foreign elements are involved, that the forum is the Philippines and

even if the case were decided in California, Section 946 of the California Civil Code, which requires
that the domicile of the decedent should apply, should be applicable. It was also alleged that Maria
Helen Christensen having been declared an acknowledged natural child of the decedent, she is
deemed for all purposes legitimate from the time of her birth.
The court below ruled that as Edward E. Christensen was a citizen of the United States and of the
State of California at the time of his death, the successional rights and intrinsic validity of the
provisions in his will are to be governed by the law of California, in accordance with which a testator
has the right to dispose of his property in the way he desires, because the right of absolute dominion
over his property is sacred and inviolable (In re McDaniel's Estate, 77 Cal. Appl. 2d 877, 176 P. 2d
952, and In re Kaufman, 117 Cal. 286, 49 Pac. 192, cited in page 179, Record on Appeal). Oppositor
Maria Helen Christensen, through counsel, filed various motions for reconsideration, but these were
denied. Hence, this appeal.
The most important assignments of error are as follows:
I
THE LOWER COURT ERRED IN IGNORING THE DECISION OF THE HONORABLE SUPREME
COURT THAT HELEN IS THE ACKNOWLEDGED NATURAL CHILD OF EDWARD E.
CHRISTENSEN AND, CONSEQUENTLY, IN DEPRIVING HER OF HER JUST SHARE IN THE
INHERITANCE.
II
THE LOWER COURT ERRED IN ENTIRELY IGNORING AND/OR FAILING TO RECOGNIZE THE
EXISTENCE OF SEVERAL FACTORS, ELEMENTS AND CIRCUMSTANCES CALLING FOR THE
APPLICATION OF INTERNAL LAW.
III
THE LOWER COURT ERRED IN FAILING TO RECOGNIZE THAT UNDER INTERNATIONAL LAW,
PARTICULARLY UNDER THE RENVOI DOCTRINE, THE INTRINSIC VALIDITY OF THE
TESTAMENTARY DISPOSITION OF THE DISTRIBUTION OF THE ESTATE OF THE DECEASED
EDWARD E. CHRISTENSEN SHOULD BE GOVERNED BY THE LAWS OF THE PHILIPPINES.
IV
THE LOWER COURT ERRED IN NOT DECLARING THAT THE SCHEDULE OF DISTRIBUTION
SUBMITTED BY THE EXECUTOR IS CONTRARY TO THE PHILIPPINE LAWS.
V
THE LOWER COURT ERRED IN NOT DECLARING THAT UNDER THE PHILIPPINE LAWS
HELEN CHRISTENSEN GARCIA IS ENTITLED TO ONE-HALF (1/2) OF THE ESTATE IN FULL
OWNERSHIP.
There is no question that Edward E. Christensen was a citizen of the United States and of the State
of California at the time of his death. But there is also no question that at the time of his death he
was domiciled in the Philippines, as witness the following facts admitted by the executor himself in
appellee's brief:

In the proceedings for admission of the will to probate, the facts of record show that the
deceased Edward E. Christensen was born on November 29, 1875 in New York City, N.Y.,
U.S.A.; his first arrival in the Philippines, as an appointed school teacher, was on July 1,
1901, on board the U.S. Army Transport "Sheridan" with Port of Embarkation as the City of
San Francisco, in the State of California, U.S.A. He stayed in the Philippines until 1904.
In December, 1904, Mr. Christensen returned to the United States and stayed there for the
following nine years until 1913, during which time he resided in, and was teaching school in
Sacramento, California.
Mr. Christensen's next arrival in the Philippines was in July of the year 1913. However, in
1928, he again departed the Philippines for the United States and came back here the
following year, 1929. Some nine years later, in 1938, he again returned to his own country,
and came back to the Philippines the following year, 1939.
Wherefore, the parties respectfully pray that the foregoing stipulation of facts be admitted
and approved by this Honorable Court, without prejudice to the parties adducing other
evidence to prove their case not covered by this stipulation of facts.
1wph1.t

Being an American citizen, Mr. Christensen was interned by the Japanese Military Forces in
the Philippines during World War II. Upon liberation, in April 1945, he left for the United
States but returned to the Philippines in December, 1945. Appellees Collective Exhibits "6",
CFI Davao, Sp. Proc. 622, as Exhibits "AA", "BB" and "CC-Daney"; Exhs. "MM", "MM-l",
"MM-2-Daney" and p. 473, t.s.n., July 21, 1953.)
In April, 1951, Edward E. Christensen returned once more to California shortly after the
making of his last will and testament (now in question herein) which he executed at his
lawyers' offices in Manila on March 5, 1951. He died at the St. Luke's Hospital in the City of
Manila on April 30, 1953. (pp. 2-3)
In arriving at the conclusion that the domicile of the deceased is the Philippines, we are persuaded
by the fact that he was born in New York, migrated to California and resided there for nine years, and
since he came to the Philippines in 1913 he returned to California very rarely and only for short visits
(perhaps to relatives), and considering that he appears never to have owned or acquired a home or
properties in that state, which would indicate that he would ultimately abandon the Philippines and
make home in the State of California.
Sec. 16. Residence is a term used with many shades of meaning from mere temporary
presence to the most permanent abode. Generally, however, it is used to denote something
more than mere physical presence. (Goodrich on Conflict of Laws, p. 29)
As to his citizenship, however, We find that the citizenship that he acquired in California when he
resided in Sacramento, California from 1904 to 1913, was never lost by his stay in the Philippines,
for the latter was a territory of the United States (not a state) until 1946 and the deceased appears to
have considered himself as a citizen of California by the fact that when he executed his will in 1951
he declared that he was a citizen of that State; so that he appears never to have intended to
abandon his California citizenship by acquiring another. This conclusion is in accordance with the
following principle expounded by Goodrich in his Conflict of Laws.
The terms "'residence" and "domicile" might well be taken to mean the same thing, a place of
permanent abode. But domicile, as has been shown, has acquired a technical meaning.
Thus one may be domiciled in a place where he has never been. And he may reside in a

place where he has no domicile. The man with two homes, between which he divides his
time, certainly resides in each one, while living in it. But if he went on business which would
require his presence for several weeks or months, he might properly be said to have
sufficient connection with the place to be called a resident. It is clear, however, that, if he
treated his settlement as continuing only for the particular business in hand, not giving up his
former "home," he could not be a domiciled New Yorker. Acquisition of a domicile of choice
requires the exercise of intention as well as physical presence. "Residence simply requires
bodily presence of an inhabitant in a given place, while domicile requires bodily presence in
that place and also an intention to make it one's domicile." Residence, however, is a term
used with many shades of meaning, from the merest temporary presence to the most
permanent abode, and it is not safe to insist that any one use et the only proper one.
(Goodrich, p. 29)
The law that governs the validity of his testamentary dispositions is defined in Article 16 of the Civil
Code of the Philippines, which is as follows:
ART. 16. Real property as well as personal property is subject to the law of the country
where it is situated.
However, intestate and testamentary successions, both with respect to the order of
succession and to the amount of successional rights and to the intrinsic validity of
testamentary provisions, shall be regulated by the national law of the person whose
succession is under consideration, whatever may be the nature of the property and
regardless of the country where said property may be found.
The application of this article in the case at bar requires the determination of the meaning of the
term "national law" is used therein.
There is no single American law governing the validity of testamentary provisions in the United
States, each state of the Union having its own private law applicable to its citizens only and in force
only within the state. The "national law" indicated in Article 16 of the Civil Code above quoted can
not, therefore, possibly mean or apply to any general American law. So it can refer to no other than
the private law of the State of California.
The next question is: What is the law in California governing the disposition of personal property?
The decision of the court below, sustains the contention of the executor-appellee that under the
California Probate Code, a testator may dispose of his property by will in the form and manner he
desires, citing the case of Estate of McDaniel, 77 Cal. Appl. 2d 877, 176 P. 2d 952. But appellant
invokes the provisions of Article 946 of the Civil Code of California, which is as follows:
If there is no law to the contrary, in the place where personal property is situated, it is
deemed to follow the person of its owner, and is governed by the law of his domicile.
The existence of this provision is alleged in appellant's opposition and is not denied. We have
checked it in the California Civil Code and it is there. Appellee, on the other hand, relies on the case
cited in the decision and testified to by a witness. (Only the case of Kaufman is correctly cited.) It is
argued on executor's behalf that as the deceased Christensen was a citizen of the State of
California, the internal law thereof, which is that given in the abovecited case, should govern the
determination of the validity of the testamentary provisions of Christensen's will, such law being in
force in the State of California of which Christensen was a citizen. Appellant, on the other hand,
insists that Article 946 should be applicable, and in accordance therewith and following the doctrine

of therenvoi, the question of the validity of the testamentary provision in question should be referred
back to the law of the decedent's domicile, which is the Philippines.
The theory of doctrine of renvoi has been defined by various authors, thus:
The problem has been stated in this way: "When the Conflict of Laws rule of the forum refers
a jural matter to a foreign law for decision, is the reference to the purely internal rules of law
of the foreign system; i.e., to the totality of the foreign law minus its Conflict of Laws rules?"
On logic, the solution is not an easy one. The Michigan court chose to accept the renvoi, that
is, applied the Conflict of Laws rule of Illinois which referred the matter back to Michigan law.
But once having determined the the Conflict of Laws principle is the rule looked to, it is
difficult to see why the reference back should not have been to Michigan Conflict of Laws.
This would have resulted in the "endless chain of references" which has so often been
criticized be legal writers. The opponents of the renvoi would have looked merely to the
internal law of Illinois, thus rejecting the renvoi or the reference back. Yet there seems no
compelling logical reason why the original reference should be the internal law rather than to
the Conflict of Laws rule. It is true that such a solution avoids going on a merry-go-round, but
those who have accepted the renvoi theory avoid this inextricabilis circulas by getting off at
the second reference and at that point applying internal law. Perhaps the opponents of
the renvoi are a bit more consistent for they look always to internal law as the rule of
reference.
Strangely enough, both the advocates for and the objectors to the renvoi plead that greater
uniformity will result from adoption of their respective views. And still more strange is the fact
that the only way to achieve uniformity in this choice-of-law problem is if in the dispute the
two states whose laws form the legal basis of the litigation disagree as to whether
the renvoi should be accepted. If both reject, or both accept the doctrine, the result of the
litigation will vary with the choice of the forum. In the case stated above, had the Michigan
court rejected the renvoi, judgment would have been against the woman; if the suit had been
brought in the Illinois courts, and they too rejected the renvoi, judgment would be for the
woman. The same result would happen, though the courts would switch with respect to
which would hold liability, if both courts accepted the renvoi.
The Restatement accepts the renvoi theory in two instances: where the title to land is in
question, and where the validity of a decree of divorce is challenged. In these cases the
Conflict of Laws rule of the situs of the land, or the domicile of the parties in the divorce case,
is applied by the forum, but any further reference goes only to the internal law. Thus, a
person's title to land, recognized by the situs, will be recognized by every court; and every
divorce, valid by the domicile of the parties, will be valid everywhere. (Goodrich, Conflict of
Laws, Sec. 7, pp. 13-14.)
X, a citizen of Massachusetts, dies intestate, domiciled in France, leaving movable property
in Massachusetts, England, and France. The question arises as to how this property is to be
distributed among X's next of kin.
Assume (1) that this question arises in a Massachusetts court. There the rule of the conflict
of laws as to intestate succession to movables calls for an application of the law of the
deceased's last domicile. Since by hypothesis X's last domicile was France, the natural thing
for the Massachusetts court to do would be to turn to French statute of distributions, or
whatever corresponds thereto in French law, and decree a distribution accordingly. An
examination of French law, however, would show that if a French court were called upon to

determine how this property should be distributed, it would refer the distribution to the
national law of the deceased, thus applying the Massachusetts statute of distributions. So on
the surface of things the Massachusetts court has open to it alternative course of action: (a)
either to apply the French law is to intestate succession, or (b) to resolve itself into a French
court and apply the Massachusetts statute of distributions, on the assumption that this is
what a French court would do. If it accepts the so-called renvoidoctrine, it will follow the latter
course, thus applying its own law.
This is one type of renvoi. A jural matter is presented which the conflict-of-laws rule of the
forum refers to a foreign law, the conflict-of-laws rule of which, in turn, refers the matter back
again to the law of the forum. This is renvoi in the narrower sense. The German term for this
judicial process is 'Ruckverweisung.'" (Harvard Law Review, Vol. 31, pp. 523-571.)
After a decision has been arrived at that a foreign law is to be resorted to as governing a
particular case, the further question may arise: Are the rules as to the conflict of laws
contained in such foreign law also to be resorted to? This is a question which, while it has
been considered by the courts in but a few instances, has been the subject of frequent
discussion by textwriters and essayists; and the doctrine involved has been descriptively
designated by them as the "Renvoyer" to send back, or the "Ruchversweisung", or the
"Weiterverweisung", since an affirmative answer to the question postulated and the operation
of the adoption of the foreign law in toto would in many cases result in returning the main
controversy to be decided according to the law of the forum. ... (16 C.J.S. 872.)
Another theory, known as the "doctrine of renvoi", has been advanced. The theory of the
doctrine of renvoiis that the court of the forum, in determining the question before it, must
take into account the whole law of the other jurisdiction, but also its rules as to conflict of
laws, and then apply the law to the actual question which the rules of the other jurisdiction
prescribe. This may be the law of the forum. The doctrine of therenvoi has generally been
repudiated by the American authorities. (2 Am. Jur. 296)
The scope of the theory of renvoi has also been defined and the reasons for its application in a
country explained by Prof. Lorenzen in an article in the Yale Law Journal, Vol. 27, 1917-1918, pp.
529-531. The pertinent parts of the article are quoted herein below:
The recognition of the renvoi theory implies that the rules of the conflict of laws are to be
understood as incorporating not only the ordinary or internal law of the foreign state or
country, but its rules of the conflict of laws as well. According to this theory 'the law of a
country' means the whole of its law.
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Von Bar presented his views at the meeting of the Institute of International Law, at
Neuchatel, in 1900, in the form of the following theses:
(1) Every court shall observe the law of its country as regards the application of foreign laws.
(2) Provided that no express provision to the contrary exists, the court shall respect:
(a) The provisions of a foreign law which disclaims the right to bind its nationals
abroad as regards their personal statute, and desires that said personal statute shall

be determined by the law of the domicile, or even by the law of the place where the
act in question occurred.
(b) The decision of two or more foreign systems of law, provided it be certain that one
of them is necessarily competent, which agree in attributing the determination of a
question to the same system of law.
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If, for example, the English law directs its judge to distribute the personal estate of an
Englishman who has died domiciled in Belgium in accordance with the law of his domicile,
he must first inquire whether the law of Belgium would distribute personal property upon
death in accordance with the law of domicile, and if he finds that the Belgian law would make
the distribution in accordance with the law of nationality that is the English law he must
accept this reference back to his own law.
We note that Article 946 of the California Civil Code is its conflict of laws rule, while the rule applied
in In re Kaufman, Supra, its internal law. If the law on succession and the conflict of laws rules of
California are to be enforced jointly, each in its own intended and appropriate sphere, the principle
cited In re Kaufman should apply to citizens living in the State, but Article 946 should apply to such
of its citizens as are not domiciled in California but in other jurisdictions. The rule laid down of
resorting to the law of the domicile in the determination of matters with foreign element involved is in
accord with the general principle of American law that the domiciliary law should govern in most
matters or rights which follow the person of the owner.
When a man dies leaving personal property in one or more states, and leaves a will directing
the manner of distribution of the property, the law of the state where he was domiciled at the
time of his death will be looked to in deciding legal questions about the will, almost as
completely as the law of situs is consulted in questions about the devise of land. It is logical
that, since the domiciliary rules control devolution of the personal estate in case of intestate
succession, the same rules should determine the validity of an attempted testamentary
dispostion of the property. Here, also, it is not that the domiciliary has effect beyond the
borders of the domiciliary state. The rules of the domicile are recognized as controlling by the
Conflict of Laws rules at the situs property, and the reason for the recognition as in the case
of intestate succession, is the general convenience of the doctrine. The New York court has
said on the point: 'The general principle that a dispostiton of a personal property, valid at the
domicile of the owner, is valid anywhere, is one of the universal application. It had its origin in
that international comity which was one of the first fruits of civilization, and it this age, when
business intercourse and the process of accumulating property take but little notice of
boundary lines, the practical wisdom and justice of the rule is more apparent than ever.
(Goodrich, Conflict of Laws, Sec. 164, pp. 442-443.)
Appellees argue that what Article 16 of the Civil Code of the Philippines pointed out as the national
law is the internal law of California. But as above explained the laws of California have prescribed
two sets of laws for its citizens, one for residents therein and another for those domiciled in other
jurisdictions. Reason demands that We should enforce the California internal law prescribed for its
citizens residing therein, and enforce the conflict of laws rules for the citizens domiciled abroad. If we
must enforce the law of California as in comity we are bound to go, as so declared in Article 16 of
our Civil Code, then we must enforce the law of California in accordance with the express mandate
thereof and as above explained, i.e., apply the internal law for residents therein, and its conflict-oflaws rule for those domiciled abroad.

It is argued on appellees' behalf that the clause "if there is no law to the contrary in the place where
the property is situated" in Sec. 946 of the California Civil Code refers to Article 16 of the Civil Code
of the Philippines and that the law to the contrary in the Philippines is the provision in said Article 16
that the national law of the deceased should govern. This contention can not be sustained. As
explained in the various authorities cited above the national law mentioned in Article 16 of our Civil
Code is the law on conflict of laws in the California Civil Code, i.e., Article 946, which authorizes the
reference or return of the question to the law of the testator's domicile. The conflict of laws rule in
California, Article 946, Civil Code, precisely refers back the case, when a decedent is not domiciled
in California, to the law of his domicile, the Philippines in the case at bar. The court of the domicile
can not and should not refer the case back to California; such action would leave the issue incapable
of determination because the case will then be like a football, tossed back and forth between the two
states, between the country of which the decedent was a citizen and the country of his domicile. The
Philippine court must apply its own law as directed in the conflict of laws rule of the state of the
decedent, if the question has to be decided, especially as the application of the internal law of
California provides no legitime for children while the Philippine law, Arts. 887(4) and 894, Civil Code
of the Philippines, makes natural children legally acknowledged forced heirs of the parent
recognizing them.
The Philippine cases (In re Estate of Johnson, 39 Phil. 156; Riera vs. Palmaroli, 40 Phil. 105;
Miciano vs. Brimo, 50 Phil. 867; Babcock Templeton vs. Rider Babcock, 52 Phil. 130; and Gibbs vs.
Government, 59 Phil. 293.) cited by appellees to support the decision can not possibly apply in the
case at bar, for two important reasons, i.e., the subject in each case does not appear to be a citizen
of a state in the United States but with domicile in the Philippines, and it does not appear in each
case that there exists in the state of which the subject is a citizen, a law similar to or identical with
Art. 946 of the California Civil Code.
We therefore find that as the domicile of the deceased Christensen, a citizen of California, is the
Philippines, the validity of the provisions of his will depriving his acknowledged natural child, the
appellant, should be governed by the Philippine Law, the domicile, pursuant to Art. 946 of the Civil
Code of California, not by the internal law of California..
WHEREFORE, the decision appealed from is hereby reversed and the case returned to the lower
court with instructions that the partition be made as the Philippine law on succession provides.
Judgment reversed, with costs against appellees.
Padilla, Bautista Angelo, Concepcion, Reyes, Barrera, Paredes, Dizon, Regala and Makalintal, JJ.,
concur.
Bengzon, C.J., took no part.

TESTATE ESTATE OF EDWARD E. CHRISTENSEN vs.

HELEN CHRISTENSEN GARCIA, G.R. No. L-16749
January 31, 1963
IN THE MATTER OF THE TESTATE ESTATE OF EDWARD E. CHRISTENSEN, DECEASED.
ADOLFO C. AZNAR, Executor and LUCY CHRISTENSEN, Heir of the deceased, Executor and
Heir-appellees, VS. HELEN CHRISTENSEN GARCIA, oppositor-appellant
January 31, 1963

FACTS:
Edward E. Christensen, though born in New York, migrated to California, where he resided and
consequently was considered a California citizen. In 1913, he came to the Philippines where he became a
domiciliary until his death. However, during the entire period of his residence in this country he had
always considered himself a citizen of California. In his will executed on March 5, 1951, he instituted an
acknowledged natural daughter, Maria Lucy Christensen as his only heir, but left a legacy of sum of
money in favor of Helen Christensen Garcia who was rendered to have been declared acknowledged
natural daughter. Counsel for appellant claims that California law should be applied; that under California
law, the matter is referred back to the law of the domicile; that therefore Philippine law is ultimately
applicable; that finally, the share of Helen must be increased in view of the success ional rights of
illegitimate children under Philippine law. On the other hand, counsel for the heir of Christensen contends
that inasmuch as it is clear that under Article 16 of our Civil Code, the national law of the deceased must
apply, our courts must immediately apply the internal law of California on the matter; that under California
law there are no compulsory heirs and consequently a testator could dispose of any property possessed
by him in absolute dominion and that finally, illegitimate children not being entitled to anything and his will
remain undisturbed.
ISSUE:
Whether or not the Philippine law should prevail in administering the estate of Christensen?
RULING:
The court in deciding to grant more successional rights to Helen said in effect that there are two rules in
California on the matter: the internal law which should apply to Californians domiciled in California; and
the conflict rule which should apply to Californians domiciled outside of California. The California conflict
rule says: If there is no law to the contrary in the place where personal property is situated, is deemed to
follow the person of its owner and is governed by the law of his domicile. Christensen being domiciled
outside California, the law of his domicile, the Philippines, ought to be followed. Where it is referred back
to California, it will form a circular pattern referring to both country back and forth.

REPUBLIC VS ORBECIDO
Posted by kaye lee on 9:15 AM
472 SCRA 114, GR NO. 154380, October 5, 2005 [Article 26;Divorce]
FACTS:
Orbecido and Villanueva were married ad had two children. Wife went to US to work and later became a
US citizen. Thereafter he learned from his son that his wife obtained divorce and married another man.
Orbecido filed a petition for authority to remarry under the Article 26 (2) of the Family Code. RTC
Zamboanga del Sur granted his petition. The SolGen's motion for reconsideration was denied. Orbecido
filed a petition for review of certiorari on the Decision of the RTC.
ISSUE:
Whether or not Orbecido can remarry under Article 26 (2).
RULING:
Yes. Article 26 Par.2 should be interpreted to include cases involving parties who, at the time of the
celebration of the marriage were Filipino citizens, but later on, one of them becomes naturalized as a

foreign citizen and obtains a divorce decree. The Filipino spouse should likewise be allowed to remarry
as if the other party were a foreigner at the time of the solemnization of the marriage.
The reckoning point is not their citizenship at the time of celebration of marriage, but their citizenship at
the time the divorce decree is obtained abroad by alien spouse capacitating him/her to remarry.
However, Orbecido is barred from remarrying because he did not present competent evidence showing
his wife had obtained a divorce decree and had remarried.

CONFLICTS OF LAWS; Definition:

1.

That part of the law of each state or nation which determines whether, in dealing
with a legal situation, the law or some other state or nation will be recognized, given
effect, or applied (16 Am Jur, 2d, Conflict of Laws, 1).
2. That part of municipal law of a state which directs its courts and administrative
agencies, when confronted with a legal problem involving a foreign element, whether
or not they should apply a foreign law/s (Paras).

DISTINGUISHED FROM PUBLIC INTERNATIONAL LAW

BASIS

CONFLICT OF LAW

LAW OF NATIONS

Nature

Municipal in character

International in character

Persons
involved

Dealt with by private

individuals; governs
individuals in their private
transactions which involve a
foreign element

Sovereign states and other

entities possessing
international personality,
e.g., UN; governs states in
their relationships amongst
themselves

Transaction
s involved

Private transactions between

private individuals

Generally affected by public

interest; those in general are
of interest only to sovereign
states

Resort to municipal tribunals

May be peaceful or forcible

Remedies
and
Sanctions

Peaceful: includes

diplomatic negotiation,
tender & exercise of good
offices, mediation, inquiry &
conciliation, arbitration,
judicial settlement by ICJ,
reference to regional
agencies
Forcible: includes
severance of diplomatic
relations, retorsions,
reprisals, embargo, boycott,
non-intercourse, pacific
blockades, collective
measures under the UN
Charter, and war.

SOURCES:
Direct:
1. Constitutions
2. Codifications
1.
2.
3.
4.

Special Laws
Treaties and Conventions
Judicial Decisions
International Customs

Indirect:
1. Natural moral law
1.

Work of writers

TERMS:
Lex Domicilii law of the domicile; in conflicts, the law of ones domicile applied in the
choice of law questions

Lex Fori law of the forum; that is, the positive law of the state, country or jurisdiction
of whose judicial system of the court where the suit is brought or remedy is sought is an
integral part. Substantive rights are determined by the law where the action arose (lex
loci) while the procedural rights are governed by the law of the place of the forum (lex
fori)
Lex Loci law of the place
Lex Loci Contractus the law of the place where the contract was made or law of the
place where the contract is to be governed (place of performance) which may or may
not be the same as that of the place where it was made
Lex Loci Rei Sitae law of the place where the thing or subject matter is situated; the
title to realty or question of real estate law can be affected only by the law of the place
where it is situated
Lex Situs law of the place where property is situated; the general rule is that lands
and other immovables are governed by the law of the state where they are situated
Lex Loci Actus law of the place where the act was done
Lex Loci Celebrationis law of the place where the contract is made
Lex Loci Solutionis law of the place of solution; the law of the place where payment
or performance of a contract is to be made
Lex Loci Delicti Commissi law of the place where the crime took place
Lex Mereatoria law merchant; commercial law; that system of laws which is adopted
by all commercial nations and constitute as part of the law of the land; part of common
law
Lex Non Scripta the unwritten common law, which includes general and particular
customs and particular local laws
Lex Patriae national law
Renvoi Doctrine doctrine whereby a jural matter is presented which the conflict of
laws rules of the forum refer to a foreign law which in turn, refers the matter back to the
law of the forum or a third state. When reference is made back to the law of the forum,
this is said to be remission while reference to a third state is called transmission.

Nationality Theory - by virtue of which the status and capacity of an individual are
generally governed by the law of his nationality. This is principally adopted in the RP
Domiciliary Theory in general, the status, condition, rights, obligations, & capacity of
a person should be governed by the law of his domicile.
Long Arm Statutes Statutes allowing the courts to exercise jurisdiction when there
are minimum contacts between the non-resident defendant and the forum.
WAYS OF DEALING WITH A CONFLICTS PROBLEM:
1.

Dismiss the case for lack of jurisdiction, or on the ground of forum non-conveniens

DOCTRINE OF FORUM NON CONVENIENS the forum is inconvenient; the ends of

justice would be best served by trial in another forum; the controversy may be more
suitably tried elsewhere
1.

Assume jurisdiction and apply either the law of the forum or of another state
1.
i.
A specific law of the forum decrees that internal law should
apply
1. APPLY INTERNAL LAW forum law should be applied whenever there is good
reason to do so; there is a good reason when any one of the following factors is
present:

Examples:

Article. 16 of the Civil Code real and personal property subject to the law of the

country where they are situated and testamentary succession governed by lex
nationalii
Article 829 of the Civil Code makes revocation done outside Philippines valid

according to law of the place where will was made or lex domicilii
Article 819 of the Civil Code prohibits Filipinos from making joint wills even if valid in

1.

foreign country
ii. The proper foreign law was not properly pleaded and proved

NOTICE AND PROOF OF FOREIGN LAW

As a general rule, courts do not take judicial notice of foreign laws; Foreign laws must
be pleaded and proved
Effect of failure to plead and prove foreign law (3 alternatives) of the forum court:

(a) Dismiss the case for inability to establish cause of action

(b) Assume that the foreign law of the same as the law of the forum
(c) Apply the law of the forum
1.

The case falls under any of the exceptions to the application of foreign law

Exceptions to application of foreign law:

(a) The foreign law is contrary to the public policy of the forum
(b) The foreign law is procedural in nature
(c) The case involves issues related to property, real or personal (lex situs)
(d) The issue involved in the enforcement of foreign claim is fiscal or administrative
(e) The foreign law or judgment is contrary to good morals (contra bonos mores)
(f) The foreign law is penal in character
(g) When application of the foreign law may work undeniable injustice to the citizens of
the forum
(h) When application of the foreign law might endanger the vital interest of the state
2.

APPLY FOREIGN LAW when properly pleaded and proved

THEORIES WHY FOREIGN LAW SHOULD BE GIVEN EFFECT

1.

Theory of Comity foreign law is applied because of its convenience & because we
want to giveprotection to our citizens, residents, & transients in our land
2. Theory of Vested Rights we seek to enforce not foreign law itself but the rights
that have been vested under such foreign law; an act done in another state may give
rise to the existence of a right if the laws of that state crated such right.
3. Theory of Local Law- adherents of this school of thought believe that we apply
foreign law not because it is foreign, but because our laws, by applying similar rules,
require us to do so; hence, it is as if the foreign law has become part & parcel of our
local law
4. Theory of Harmony of Laws theorists here insist that in many cases we have to
apply the foreign laws so that wherever a case is decided, that is, irrespective of the
forum, the solution should be approximately the same; thus, identical or similar
solutions anywhere & everywhere. When the goal is realized, there will be harmony
of laws

5.

Theory of Justice the purpose of all laws, including Conflict of Laws, is the
dispensing of justice; if this can be attained in may cases applying the proper foreign
law, we must do so

Rules on Status in General

Factual Situation

Point of Contact

Beginning of personality of natural

person

National law of the child (Article 15,

CC)

Ways & effects of emancipation

Same

Age of majority

Same

Use of names and surnames

Same

Use of titles of nobility

Same

Absence

Same

Presumptive death & survivorship

Lex fori (Article 43, 390, 391, CC;

Rule 131 5 [jj], Rules of Court)

Rules on Marriage as a Contract

FACTUAL SITUATION

POINT OF CONTACT

Between Filipinos

Lex loci celebrationis is without

prejudice to the exceptions under
Articles 25, 35 (1, 4, 5 & 6), 36,
37 & 38 of the Family Code
(bigamous & incestuous
marriages) & consular marriages
Lex loci celebrationis EXCEPT if
the marriage is:
1.

Celebra
ted
Abroad

Between Foreigners

Mixed

Apply 1 (b) to uphold validity of

marriage

Between Foreigners

National law (Article 21, FC)

PROVIDED the marriage is not
highly immoral or universally
considered incestuous)

Mixed

National law of Filipino (otherwise

public policy may be militated
against)

Marriage by proxy (NOTE: a

marriage by proxy is considered
celebrated where the proxy
appears

Lex loci celebrationis (with

prejudice to the foregoing rules)

Celebra
ted in
RP

Highly immoral (like

bigamous/ polygamous
marriages)
2. Universally considered
incestuous (between
brother-sister, and
ascendants-descendants)

Rules on Marriage as a Status

FACTUAL SITUATION

POINT OF CONTACT

National of husband(Note: Effect of

subsequent change of nationality:
1.

If both will have a new

nationality the new one
2. If only one will change the
last common nationality
3. If no common nationality
nationality of husband at the
time of wedding)

Personal rights & obligations between

husband & wife

Property relations bet husband & wife

National law of husband without

prejudice to what the CC provides
concerning REAL property located in
the RP (Article 80) (NOTE: Change of
nationality has NO EFFECT. This is
theDOCTRINE OF IMMUTABILITY
IN THE MATRIMONIAL PROPERTY
REGIME)

Rules on Property

FACTUAL SITUATION
Real property

Excepti
ons

POINT OF CONTACT
Lex rei sitae (Article 16, CC)

Successional rights

National law of decedent (Article 16

par. 2, CC)

Capacity to succeed

National law of decedent (Article.

1039)

Contracts involving real property

which do not deal with the title
thereto

The law intended will be the proper

law of the contract (lex loci
voluntantis or lex loci intentionis)

Contracts where the real property is

given as security

The principal contract (usually loan)

is governed by the proper law oft
the contract (lex loci
voluntatis or lex loci

intentionis)NOTE: the mortgage

itself is governed by lex rei sitae.
There is a possibility that the
principal contract is valid but the
mortgage is void; or it may be the
other way around. If the principal
contract is void, the mortgage will
also be void (for lack of proper
cause or consideration), although by
itself, the mortgage could have
been valid.
Tangible personal property (choses in possession)

In General

Lex rei sitae (Article. 16, CC)

Exceptions: same as those for real

property

EXCEPTION: same as those for real

property EXCEPT that in the
example concerning mortgage, the
same must be changed to pledge of
personal property)

Means of Transportation

Vessels

Law of the flag (or in some cases,

place of registry)

Other means

Law of the depot (storage place for

supplies or resting place)

Things in transitu (these things

have a changing status because
they move)

Loss, destruction, deterioration

Validity & effect of the seizure of the
goods

Law of the destination (Article.

1753, CC)
Locus regit actum (where seized)
because said place is their
temporary situs

Disposition or alienage of the goods

FACTUAL SITUATION

Lex loci volutantis or lex loci

intentionis because here there is a
contract

POINT OF CONTACT

INTangIBLE PERSONAL PROPERTY (CHOSES

IN ACTION)

Recovery of debts or involuntary

assignment of debts (garnishment)

Where debtor may be effectively

served with summons (usually the
domicile)

Voluntary assignment of debts

Lex loci voluntatis or lex loci

intentionis (proper law of the
contract)

Other Theories:
1.
2.
3.
4.

National law of the debtor or creditor

Domicile of the debtor or creditor
Lex loci celebrationis
Lex loci solutionis

Taxation of debts

Domicile of creditor

Administration of debts

Lex situs of assets of the debtor (for

these assets can be held liable for
the debts)

Negotiability or non-negotiability of
an instrument

The right embodied in the

instrument (for example, in the case
of a Swedish bill of exchange,
Swedish law determines its
negotiability)

Validity of transfer, delivery or

negotiation of the instrument

In general, situs of the instrument at

the time of transfer, delivery or
negotiation

Effect on a corporation of the sale of

corporate shares

Law of the place incorporation

Effect between the parties of the

sale of corporate shares

Lex loci voluntatis or lex loci

intentionis (proper law of the
contract) for this is really a
contract; usually this is the place
where the certificate is delivered)

Taxation on the dividends of

corporate shares

Law of the place of incorporation

1
0

Taxation on the income from the sale

of corporate shares

Law of the place where the sale was

consummated

1
1

Franchises

Law of the place that granted them

1
2

Goodwill of the business & taxation

thereto

Law of the place where the business

is carried on

Patents, copyrights, trademarks,

trade names

In the absence of a treaty, they are

protected only by the state that
granted themNOTE: foreigners may
sue for infringement of trademarks
and trade names in the RP ONLY IF
Filipinos are granted reciprocal
concessions in the state of the
foreigners

1
3

Wills, Succession & Administration of Conflict Rules

FACTUAL SITUATION

POINT OF CONTACT

Extrinsic Validity of Wills

Made by an alien abroad

Lex nationalii OR lex domicilii OR RP

law (Article 816, CC), OR lex loci
celebrationis (Article 17(1))

Made by a Filipino abroad

Lex nationalii OR lex loci

celebrationis (Article 815)

Made by an alien in the RP

Lex nationalii OR lex loci

celebrationis (Article 817)

FACTUAL SITUATION

POINT OF CONTACT

Extrinsic Validity of Joint Wills (made in the

same instrument)

Made by Filipinos abroad

Lex nationalii (void, even if valid

where made) (Article 819)

Made by aliens abroad

Valid if valid according to lex

domicilii or lex loci
celebrationis (Article 819)

Made by aliens in the RP

Lex loci celebrationis therefore void

even if apparently allowed by Article
817 because the prohibition on joint
wills is a clear expression of public
policy

Intrinsic Validity of Wills

Lex nationalii of the deceased

regardless of the LOCATION &

NATURE of the property (Article 16
(2))

Capacity to Succeed

Lex nationalii of the deceased not

of the heir (Article 1039)

Revocation of Wills

If done in the RP

Lex loci actus (of the revocation)

(Article. 829)

If done OUTSIDE the RP

1.

By a NON-DOMICILIARY

2
1.

By a DOMICILIARY of the RP

Lex loci celebrationis (of the making

of the will, NOT revocation), OR lex
domicilii (Article 829)
Lex domicilii (RP law) OR lex loci
actus (of the revocation) (Article 17)

Probate of Wills Made Abroad

If not yet probated abroad

Lex fori of the RP applies as to the

procedural aspects, i.e., the will must
be fully probated here & due
execution must be shown

If already probated abroad

Lex fori of the RP again applies as to

the procedural aspects; must also be
probated here, but instead of proving
due execution, generally it is enough
to ask for the enforcement here of
the foreign judgment on the probate
abroad

Executors and Administrators

Where appointed

Place where domiciled at death or

incase of non-domiciliary, where

assets are found

Powers

Co-extensive with the qualifying of

the appointing court powers may
only be exercised within the
territorial jurisdiction of the court
concernedNOTE: these rules also
apply to principal, domiciliary, or
ancillary administrators & receivers
even in non-successive cases

Rules on Obligation and Contracts

FACTUAL SITUATION
Formal or Extrinsic Validity

POINT OF CONTACT
Lex loci celebrationis (Article 17 {1})

Exceptions
1.

1.

Alienation & encumbrance of

property

Consular contracts

Capacity of Contracting Parties

Lex situs (Article 16 [1])

Law of the RP (if made in RP
consulates)
National law (Article 15) without
prejudice to the case of Insular
Government v Frank 13 P 236, where
the SC adhered to the theory of lex
loci celebrationis

Exception
Alienation & encumbrance of
property
Intrinsic validity (including interpretation
of the instruments, and amt. of damages
for breach)

Lex situs (Article 16 {1})

Proper law of the contract lex
contractus (in the broad sense),
meaning the lex voluntatis orlex loci

intentionis
Other Theories are:
1.
2.
3.
4.
5.
6.
7.

Lex loci celebrationis (defect: this makes possible the evasion of the national
law)
Lex nationalii (defect: this may impede commercial transactions)
Lex loci solutionis (law of the place of performance) (defect: there may be
several places of performance
Prof Minors solution:
Perfection lex loci celebrationis
Cause or consideration lex loci considerations
Performance lex loci solutionis (defect: this theory combines the defect of
the others)

Rules on Torts

FACTUAL SITUATION

Liability & damages for torts in

generalNOTE: Thelocus delicti (place of
commission of torts) is faced by the
problem of characterization. In civil law
countries, the locus delicti is generally
where the act began; in common law
countries, it is where the act first
became effective

POINT OF CONTACT
Lex loci delicti (law of the place where
the delict was committed)NOTE:
liability for foreign torts may be
enforced in the RP if:
1.
2.

The tort is not penal in character

If the enforcement of the
tortious liability wont contravene
our public policy
3. If our judicial machinery is
adequate for such enforcement

Rules on Crimes

FACTUAL SITUATION
Essential elements of a crime and
penalties

POINT OF CONTACT
Generally where committed (locus
regit actum)

Theories as to what court has jurisdiction:

1.
2.
3.

Territoriality theory where the crime was committed

Nationality theory country which the criminal is citizen or a subject
Real theory any state whose penal code has been violated has jurisdiction,
where the crime was committed inside or outside its territory
4. Protective theory any state whose national interests may be jeopardized
has jurisdiction so that it may protect itself
5. Cosmopolitan or universality theory state where the criminal is found or
which has his custody has jurisdiction
6. Passive personality theory the state of which the victim is a citizen or
subject has jurisdiction

NOTE: In the RP, we follow the territoriality theory in general; exception: Article
2, RPC, stresses the protective theory
The locus delicti of certain crimes
Frustrated an consummated,
homicide, murder, infanticide &
parricide

Where the victim was injured (not

where the aggressor wielded his
weapon)

Attempted homicide, etc.

Where the intended victim was (not

where the aggressor was situated)
so long as the weapon or the bullet
either touched him or fell inside the
territory where he was

Bigamy

Where the illegal marriage was

performed

Theft & robbery

Where the property was unlawfully

taken from the victim (not the place
to which the criminal went after the
commission of the crime)

Estafa or swindling thru false

representation

Where the object of the crime was

received (not where the false
representations were made)

Conspiracy to commit treason,

rebellion, or seditionNOTE: Other
conspiracies are NOT penalized by
our laws

Where the conspiracy was formed

(not where the overt act of treason,
rebellion or sedition was committed)

Libel

Where published or circulated

Continuing crime

Any place where the offense begins,

exists or continues

Complex crime

Any place where any of the essential

elements of the crime took place

Rules on Juridical Persons

FACTUAL SITUATION

POINT OF CONTACT

Corporations
General rule: the law of the place of
incorporationEXCEPTIONS:
1.

Powers and liabilities

For constitutional purposes

even of the corporation was
incorporated in the RP, it is nor
deemed a Filipino corporation
& therefore cant acquire land,
exploit our natural resources, 7
operate public utilities unless
60% of capital if Filipino owned
2. For wartime purposes we
pierce the corporation veil & go
to the nationality of the
controlling stockholders to
determine if the corporation is
an enemy (CONTROL TEST)

Formation of the corporation

(requisites); kind of stocks, transfer
of stocks to bind the corporation,
issuance, amount & legality &
dividends, powers & duties of
members, stockholders and officers

Law of the place of incorporation

Validity of corporate acts & contracts

(including ultra vires acts)

Law of the place of incorporation &

law of the place of performance (the
act or contract must be authorized
by BOTH laws)

Right to sue & amenability to court

processes & suits against it

Lex fori

Manner & effect of dissolution

Law of the place of incorporation

provided that the public policy of the
forum is not militated against

Domicile

If not fixed by the law creating or

recognizing the corporation or by any
other provision the domicile is
where it is legal representation is
established or where it exercises its
principal functions (Article. 15)

Receivers (appointment & powers)

Principal receiver is appointed by the

courts of the state of incorporation;
ancillary receivers, by the courts of
any state where the corporation has
assets (authority is CO-EXTENSIVE)
w/ the authority of the appointing
court

NOTE: Theories on the personal and/or governing law of corporations:

1.
2.

Law of the place of incorporation (this is generally the RP rule)

Law of the place or center of management (center for administration or
siege social) (center office principle)
3. Law of the place of exploitation (exploitation centre or siege d exploitation)
Partnerships

The existence or non-existence of

legal personality of the firm; the
capacity to contract; liability of the
firm & the partners to 3rd persons

The personal law of the partnership,

i.e., the law of the place where it was
created (Article 15 of the Code of
Commerce) (Subject to the
exceptions given above as in the
case of corps.)

Creation of branches in the RP;

validity & effect of the branches
commercial transaction; & the
jurisdiction of the court

RP law (law of the place where

branches were created) (Article 15,
Code of Commerce)

Dissolution, winding up, &

termination of branches in the RP

RP law (Article 15, Code of

Commerce)

Domicile

If not fixed by the law creating or

recognizing the partnership or by
any other provision the domicile is
where it is legal representation is
established or where it exercises its
principal functions (Article. 15)

Receivers

RP law insofar as the assets in the RP

are concerned can be exercised as
such only in the RP

Foundations (combination of capital

independent of individuals, usually not for
profit)

Personal law of the foundation (place

of principal center of administration)

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