0 Bewertungen0% fanden dieses Dokument nützlich (0 Abstimmungen)
175 Ansichten3 Seiten
1) Zuiden, a Hong Kong corporation, sued GTVL, a Philippine corporation, for unpaid purchases of lace products in several transactions.
2) Zuiden delivered the products to Kenzar, a Hong Kong shipping company, per GTVL's instructions. Upon delivery, the transactions were considered complete.
3) GTVL argued Zuiden was doing business in the Philippines without a license so it could not sue. The Supreme Court ruled that Zuiden's transactions with GTVL were negotiated and completed in Hong Kong, so Zuiden was not doing business in the Philippines and could sue GTVL.
Originalbeschreibung:
Zuiden
Originaltitel
332802230 Van Zuiden Bros Ltd vs Gtvl Manufacturing Industries Inc
1) Zuiden, a Hong Kong corporation, sued GTVL, a Philippine corporation, for unpaid purchases of lace products in several transactions.
2) Zuiden delivered the products to Kenzar, a Hong Kong shipping company, per GTVL's instructions. Upon delivery, the transactions were considered complete.
3) GTVL argued Zuiden was doing business in the Philippines without a license so it could not sue. The Supreme Court ruled that Zuiden's transactions with GTVL were negotiated and completed in Hong Kong, so Zuiden was not doing business in the Philippines and could sue GTVL.
1) Zuiden, a Hong Kong corporation, sued GTVL, a Philippine corporation, for unpaid purchases of lace products in several transactions.
2) Zuiden delivered the products to Kenzar, a Hong Kong shipping company, per GTVL's instructions. Upon delivery, the transactions were considered complete.
3) GTVL argued Zuiden was doing business in the Philippines without a license so it could not sue. The Supreme Court ruled that Zuiden's transactions with GTVL were negotiated and completed in Hong Kong, so Zuiden was not doing business in the Philippines and could sue GTVL.
B. VAN ZUIDEN BROS., LTD. vs. GTVL Kong to Kenzar, Ltd.
(Kenzar), another Hong
MANUFACTURING INDUSTRIES, INC. Kong company, the party with whom ZUIDEN G.R. No. 147905, May 28, 2007 transacted was actually GTVL, a Philippine corporation, and not Kenzar. It Facts: believed Kenzar is merely a shipping company and concluded that the delivery of the goods in B. VAN ZUIDEN BROS., LTD (ZUIDEN) filed a Hong Kong did not exempt petitioner from complaint for sum of money against GTVL being considered as doing business in the MANUFACTURING INDUSTRIES, INC Philippines. (GTVL). Hence, this petition. Plaintiff ZUIDEN is a corporation, incorporated under the laws of Hong Kong. ZUIDEN is not Issue: engaged in business in the Philippines, but is suing before the Philippine Courts, for the Whether petitioner ZUIDEN, an unlicensed reasons hereinafter stated. It is engaged in the foreign corporation, has legal capacity to sue importation and exportation of several products, before Philippine courts. (The resolution of this including lace products. On several occasions, issue depends on whether petitioner is doing GTVL purchased lace products from ZUIDEN. business in the Philippines.) The procedure for these purchases, as per the instructions of GTVL, was that ZUIDEN delivers Ruling: the products purchased by GTVL, to a certain Hong Kong corporation, known as Kenzar Ltd. The petition is meritorious. ZUIDEN is not (KENZAR), and the products are then doing business in the Philippines, it does considered as sold, upon receipt by KENZAR of not need a license in order to initiate and the goods purchased by GTVL. KENZAR had the maintain a collection suit against respondent for obligation to deliver the products to the unpaid balance of GTVL’s purchases. the Philippines and/or to follow whatever instructions GTVL had on the matter. Section 133 of the Corporation Code provides: Insofar as ZUIDEN is concerned, upon delivery of the goods to KENZAR in Hong Kong, the Doing business without license. No transaction is concluded; and GTVL became foreign corporation transacting obligated to pay the agreed purchase price. business in the Philippines without However, GTVL has failed and refused to pay the a license, or its successors or agreed purchase price for several deliveries assigns, shall be permitted to ordered by it and delivered by ZUIDEN, as maintain or intervene in any action, above-mentioned. In spite of said demands and suit or proceeding in any court or in spite of promises to pay and/or admissions of administrative agency of the liability, GTVL has failed and refused, and Philippines; but such corporation continues to fail and refuse, to pay the overdue may be sued or proceeded against amount of U.S.$32,088.02 inclusive of interest. before Philippine courts or administrative tribunals on any GTVL filed a Motion to Dismiss instead on the valid cause of action recognized ground that petitioner has no legal capacity to under Philippine laws. sue. GTVL alleged that ZUIDEN is doing business in the Philippines without securing the The law is clear. An unlicensed foreign required license. Accordingly, ZUIDEN cannot corporation doing business in the Philippines sue before Philippine courts. cannot sue before Philippine courts. On the other hand, an unlicensed foreign corporation RTC: dismissed the complaint not doing business in the Philippines can sue before Philippine courts. CA: It sustained the trial courts dismissal of the complaint. CA found that the parties entered In the present controversy, ZUIDEN is a foreign into a contract of sale whereby ZUIDEN sold corporation which claims that it is not doing lace products to GTVL in a series of transactions. business in the Philippines. As such, it needs no While ZUIDEN delivered the goods in Hong license to institute a collection suit against the Philippines for the plain reason that the respondent before Philippine courts. Philippines has no jurisdiction over commercial acts performed in foreign territories. Here, GTVL argues otherwise. It insists that ZUIDEN there is no showing that ZUIDEN is doing business in the Philippines without the performed within the Philippine required license. Hence, ZUIDEN has no legal territory the specific acts of doing capacity to sue before Philippine courts. business mentioned in Section 3(d) of RA 7042. ZUIDEN did not also open an office here Under Section 3(d) of Republic Act No. 7042 in the Philippines, appoint a representative or (RA 7042) or The Foreign Investments Act distributor, or manage, supervise or control a of 1991, the phrase doing business includes: local business. While ZUIDEN and GTVL entered into a series of transactions implying a x x x soliciting orders, service continuity of commercial dealings, the contracts, opening offices, whether perfection and consummation of these called liaison offices or branches; transactions were done outside the Philippines. appointing representatives or distributors domiciled in the In its complaint, ZUIDEN alleged that it is Philippines or who in any calendar engaged in the importation and exportation of year stay in the country for a period several products, including lace or periods totalling one hundred products. ZUIDEN asserted that on several eighty (180) days or more; occasions, GTVL purchased lace products from participating in the management, it. ZUIDEN also claimed that respondent supervision or control of any instructed it to deliver the purchased goods domestic business, firm, entity or to Kenzar, which is a Hong Kong company based corporation in the Philippines; in Hong Kong. Upon Kenzars receipt of the and any other act or acts that imply goods, the products were considered a continuity of commercial dealings sold. Kenzar, in turn, had the obligation to or arrangements, and contemplate deliver the lace products to the Philippines. In to that extent the performance of other words, the sale of lace products was acts or works, or the exercise of consummated in Hong Kong. some of the functions normally incident to, and in progressive As earlier stated, the series of transactions prosecution of, commercial gain or between ZUIDEN and GTVL transpired and of the purpose and object of the were consummated in Hong Kong. We also find business organization: Provided, no single activity which petitioner performed however, That the phrase doing here in the Philippines pursuant to its purpose business shall not be deemed to and object as a business organization. [10] include mere investment as a Moreover, petitioners desire to do business shareholder by a foreign entity in within the Philippines is not discernible from the domestic corporations duly allegations of the complaint or from its registered to do business, and/or the attachments. Therefore, there is no basis for exercise of rights as such investor; ruling that petitioner is doing business in the nor having a nominee director or Philippines. officer to represent its interests in such corporation; nor appointing a SC disagrees with the CA’s ruling that the representative or distributor proponents to the transaction determine domiciled in the Philippines which whether a foreign corporation is doing business transacts business in its own name in the Philippines, regardless of the place of and for its own account. delivery or place where the transaction took place. To accede to such theory makes it possible The series of transactions between to classify, for instance, a series of transactions ZUIDEN and GTVL cannot be classified as between a Filipino in the United States and an doing business in the Philippines under American company based in the United States as Section 3(d) of RA 7042. An essential doing business in the Philippines, even when condition to be considered as doing business in these transactions are negotiated and the Philippines is the actual performance of consummated only within the United States. specific commercial acts within the territory of An exporter in one country may export its products to many foreign importing countries without performing in the importing countries specific commercial acts that would constitute doing business in the importing countries. The mere act of exporting from ones own country, without doing any specific commercial act within the territory of the importing country, cannot be deemed as doing business in the importing country. The importing country does not acquire jurisdiction over the foreign exporter who has not performed any specific commercial act within the territory of the importing country. Without jurisdiction over the foreign exporter, the importing country cannot compel the foreign exporter to secure a license to do business in the importing country.
To be doing or transacting business in the
Philippines for purposes of Section 133 of the Corporation Code, the foreign corporation must actually transact business in the Philippines, that is, perform specific business transactions within the Philippine territory on a continuing basis in its own name and for its own account. Actual transaction of business within the Philippine territory is an essential requisite for the Philippines to acquire jurisdiction over a foreign corporation and thus require the foreign corporation to secure a Philippine business license. If a foreign corporation does not transact such kind of business in the Philippines, even if it exports its products to the Philippines, the Philippines has no jurisdiction to require such foreign corporation to secure a Philippine business license.