GOLDEN ARCHES DEVELOPMENT CORPORATION v. ST.

FRANCIS SQUARE
HOLDINGS, INC.
G.R. No. 183843, 19 January 2011, THIRD DIVISION, (MORALES, J.)

Section 2, Rule 4 of the Rules of Court authorizes the plaintiff to make a

choice of venue for personal actions – whether to file the complaint in the place
where he resides or where defendant resides. With respect to a domestic
corporation, it is “in a metaphysical sense a resident of the place where its
principal office is located as stated in the articles of incorporation” or otherwise
the place where it had actually been “residing” or holding its principal office.

Petitioner Golden Arches Development Corporation (Golden Arches)

entered into a lease contract over a property owned by Prince City Realty, Inc.
located at the corner of Julia Vargas Avenue and Bank
Drive, Ortigas Center, Mandaluyong City. The said lease contract commenced on
June 27,191 and was to terminate on Febuary 27, 2008.

On November 2, 2006, however, Golden Arches informed respondent, St.

Francis Square Holdings, Inc. (St. Francis Square), successor-in-interest of ASB
Holdings, Inc. by which Prince Realty, Inc. eventually became known, of its
intention to discontinue the lease.

On May 4, 2007, St. Francis Square filed an action for breach of contract
and damages against Golden Arches before the Regional Trial Court (RTC) of
Mandaluyong. Golden Arches then filed a Motion to Dismiss for lack of cause of
action and improper venue, claiming that the complaint should have been filed
in Makati since St. Francis Square maintains its principal address in Makati as
records of the Securities and Exchange Commission (SEC) in 2007 show. By
filing the complaint in Mandaluyong, St. Francis violated Section 2, Rule 4 of the
Rules of Court. In opposition, St. Francis Square claims that it had closed down
its office in Makati effective December 31, 2005 as it now holds office in
Mandaluyong City of which Golden Arches is aware.

The RTC of Mandaluyong denied the Motion to Dismiss and Golden Arches’
Motion for Reconsideration, finding that the venue was properly laid down
considering that St. Francis Square’s Articles of Incorporation stated that its
principal office is located in Metro Manila and the case was filed in Mandaluyong
City which is part or a place within Metro Manila. On petition for certiorari and
prohibition, the Court of Appeals affirmed the decision of the RTC.

Hence, this petition.

ISSUE:

Whether or not St.Francis Square’s violated Section 2, Rule 4 of the Rules

of Court in filing an action for breach of contract and damages against Golden
Arches in the RTC of Mandaluyong
HELD:

Petition DENIED.

St. Francis Square’s complaint, being one for enforcement of contractual

provisions and recovery of damages, is in the nature of a personal action which,
under Section 2, Rule 4 of the Rules of Court, shall be filed at the plaintiff’s
residence. Specifically with respect to a domestic corporation, it is “in a
metaphysical sense a resident of the place where its principal office is located
as stated in the articles of incorporation.”

The letters of Golden Arches itself to St. Francis indicate the address of
the latter to be at St. Francis Square Mall, Julia Vargas, Ortigas Center, just as
the letters of St. Francis Square to Golden Arches before the filing of the
complaint indicate its address to be at St. Francis Square Mall, Julia Vargas,
Ortigas Center. Golden Arches was thus put on notice that at St. Francis
Square’s filing of the complaint, the latter’s business address has been at
Mandaluyong.

Although, St. Francis Square’s Amended Articles of Incorporation of 2007

indicates that its principal business address is at “Metro Manila”, venue was
properly laid in Mandaluyong since that is where it had actually been “residing”
(or holding its principal office) at the time it filed its complaint. Section 2, Rule 4
of the Rules of Court authorizes the plaintiff (St. Francis Square in this case) to
make a choice of venue for personal actions – whether to file the complaint in
the place where he resides or where defendant resides. St. Francis Square’s
choice must be respected as “the controlling factor in determining venue for
cases is the primary objective for which said cases are filed.” St. Francis
Square’s purpose in filing the complaint in Mandaluyong where it holds its
principal office is obviously for its convenience and for orderly administration of
justice.