REMEDIAL LAW (VENUE CASES) 2017

UNIMASTERS CONGLOMERATION vs CA
FACTS:
Kubota Agri-Machinery PH Inc. and UNIMASTERS entered into a Dealership Agreement
for Sales and Services of the formers products in Samar and Leyte Provinces.
The contract contained a stipulation that, All suits arising out of this Agreement shall
be filed with/ in the proper Courts of Quezon City and a provision binding
UNIMASTERS to obtain a credit line with MetroBank-Tacloban Branch in the amount of
P2,000,000 to answer for its obligations to KUBOTA.
After 5 years, UNIMASTERS filed an action in the RTC of Tacloban City against KUBOTA,
Reynaldo Go and METROBANK for damages for breach of contract and injunction with
prayer for temporary restraining order.
KUBOTA then filed two motions a dismissal of the case on the ground of improper
venue AND transfer of the injunction hearing to another date since their counsel was
not available.
The RTC went ahead with the hearing and received the direct testimony of the
UNIMASTERS general manager, Wilford Chan which then shocked KUBOTAs counsel so
it was reset in the afternoon of the same day. Chan repeated his direct testimony and
he was cross-examined by KUBOTAs lawyer with the express reservation that KUBOTA
was not waiving or abandoning its motion to dismiss.
RTC handed down an Order authorizing the issuance of the preliminary injunction upon
a bond of P2M and an Order denying KUBOTAs motion to dismiss holding that the filing
of the complaint in the RTC in Tacloban City is proper.
KUBOTA challenged both Orders before the CA as having been issued with grave abuse
of discretion in a special civil action of certiorari and prohibition.
CA agreed with KUBOTA that the Dealership Agreement indeed limit the venue of all
suits to the proper courts of Quezon City.
Hence, the UNIMASTERS appealed to the SC.

ISSUE: Whether the stipulation had the effect of effectively eliminating Tacloban City as an
optional venue and limiting litigation only to Quezon City.

RULING: Yes. UNIMASTERS has its principal place of business in Tacloban City and KUBOTA in
Quezon City. Absent additional words and expressions definitely and unmistakably denoting the
parties desire and intention that actions between them should be ventilated only at the place
selected by them, the stipulation should be construed, not as confining suits between parties
only to that one place, Quezon City, but as allowing suits either in Quezon City or Tacloban City,
at the option of the plaintiff (in this case, the UNIMASTERS). The appealed judgment of the CA
is REVERSED, the Order of RTC Tacloban City is REINSTATED and AFFIRMED and said Court is
DIRECTED to proceed with the case.
*concurring opinion of Justice Regalado:
Venue stipulations must contain qualifying, restrictive, mandatory, or exclusionary
terms indicating that the additional forum shall be the unalterable venue of prospective
suits.
Qualifying words like exclusively, only, solely, limited to, in no other place, to the
exclusion of, or other terms indicative of a clear and categorical intent to lay the venue
at a specific place and thereby waiving the general provisions of the Rules or the law on
venue or proscribing the filing of suit in any other competent court.
Guidelines:
1. the agreement on venue shall, in the first instance, be normally considered as
merely permissive;
2. to be restrictive, the language or terminology employed in the stipulation must
be unequivocal and admit of no contrary or doubtful interpretation;
3. in case of irreconcilable doubt, the venue provision shall be deemed to be
permissive;
4. in ascertaining the intent in that provision which reasonably admits of more than
one meaning, the construction should be adopted which most conduces to the
convenience of the parties.

UNITED PARAGON MINING CORP. vs CA

FACTS:
Cesario Ermita was a regular employee (a foreman) of petitioner UPMC and he
consequently received a termination letter signed by UPMCs Personnel Superintendent
Feliciano Daniel.
Cesario was terminated due to his violation of company rules infliction of bodily
injuries AND unlawful possession of a bolo.
Having failed to reach a settlement, parties agreed to submit to VOLUNTARY
ARBITRATION under Atty. Mendez.
Voluntary Arbitrator Atty. Mendez rendered a decision in favor of Cesario stating that
the termination was unjustified due to gross misapprehension of facts AND ordered his
reinstatement.
The VA denied UPMCs motion for reconsideration which made UPMC, thru Personnel
Superintendent Daniel, elevate the case to the CA on a Petition for Certiorari with
Prayer for TRO and Injunction asserting that the VA committed grave abuse of
discretion, erroneous interpretation of the law and denial of substantial justice.
The CA dismissed the case since the verification was merely signed by the companys
Personnel Superintendent Daniel.

ISSUE: Whether the verification portion of the petition was ineffective and insufficient in
the absence of allegation or showing that Personnel Superintendent Daniel is authorized.
 RULING: Yes, it is ineffective and insufficient. A corporation, like petitioner UPMC, has no
power except those expressly conferred on it by the Corporation Code and those that are
implied or incidental to its existence. Daniel was not in any way affected by the outcome of
the illegal dismissal case because only the corporation was made liable to Cesario. Thus,
being not a real party-in-interest, he has no right to file the petition. The petition is DENIED
and the assailed CA decision and resolution are AFFIRMED.

VICAR INTL CONSTRUCTIONS vs FEB LEASING AND FINANCE CORP. (BPI LEASING CORP.)
FACTS:
Petitioner Vicar Intl Const. filed a Complaint for unjust enrichment and damages against
FEB Leasing and Finance Corp (now BPI Leasing Corp.) and Far East Bank and Trust
Comp. before the RTC. In turn, FEB Leasing also filed a Complaint against Vicar,
Carmelita Lim and one John Doe for a sum of money, damages and replevin.
These Complaints stemmed from loans obtained from FEB by Vicar for the purchase of a
heavy equipment since they executed a Deed of Absolute Sale with a lease-back
provision. (Vicar sold the equipment to FEB then FEB leased it to Vicar. Vicar claims to
have paid more than P19M out of their total loan of more than P30M)
FEB maintains that Vicar still owes them P22M despite the extrajudicial foreclosure of
63 subdivision lots which produced P17M thru auction sale.
In the 2nd case (FEBs complaint), RTC quashed the counterbond filed by Vicar and
denied Vicars Motion to Dismiss the Complaint on the ground of forum shopping.
Vicar filed a Motion for Certiorari before the CA to stop the implementation of the Writ
of Replevin issued against the equipment.
The petition was dismissed by the CA because the Ver/Cer was executed by Carmelita
Lim, president and general manager of Vicar Intl Const., without showing that she had
the authority to sign for and on behalf of the Vicar Intl Const. However, the certificate
was submitted to the CA on the day right after it had denied the Petition; Vicar filed an
Omnibus Motion for Reconsideration and for Admission of the Attached Secretarys
Certificate.
The CA denied the Omnibus Motion hence this petition.

ISSUE: Whether the CA erred in summarily dismissing the Petition for Certiorari.

RULING: Yes. The Court stresses that procedural rules must be used to promote, not obstruct,
substantial justice. The failure to attach the Resolution authorizing the petitioner to represent
the corporate petitioner is, under the circumstances, excusable. The immediate correction of
the defect should have been deemed sufficient compliance with the rules. The Petition was
GRANTED and the appealed Resolutions were REVERSED and SET ASIDE. The case was
REMANDED to the CA to continue the proceedings.