SECOND DIVISION
UNIWIDE HOLDINGS, INC.,
Petitioner,
-versus-
ALEXANDER M. CRUZ,
Respondent.
G.R. No. 171456
Present:
QUISUMBING, J., Chairperson,
CARPIO,
Promulgated:
August 9, 2007
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D E C I S I
O N
CARPIO MORALES, J.:
Petitioner,
Uniwide Holdings, Inc. (UHI), whose principal office is located in Parañaque
City, entered into a Franchise Agreement[1]
(the agreement) granting respondent, Alexander M. Cruz (Cruz), a five-year
franchise to adopt and use the “Uniwide Family Store System” for the
establishment and operation of a “Uniwide Family Store” along Marcos Highway,
Sta. Cruz, Cogeo,
Article 10.2[2]
of the agreement called for Cruz as franchisee to pay UHI a monthly service fee
of P50,000 or three percent of gross monthly purchases, whichever is
higher, payable within five days after the end of each month without need of
formal billing or demand from UHI. In
case of any delay in the payment of the monthly service fee, Cruz would, under Article
10.3[3]
of the agreement, be liable to pay an interest charge of three percent per
month.
It appears that Cruz had purchased
goods from UHI’s affiliated companies First Paragon Corporation (FPC) and
Uniwide Sales Warehouse Club, Inc. (USWCI).
In August 2002, FPC and USWCI executed Deeds of Assignment[4]
in favor of UHI assigning all their rights and interests over Cruz’s accounts
payable to them.
As of P1,358,531.89, drawing
UHI to send him a letter of even date for the settlement thereof in five
days. His receipt of the letter
notwithstanding, Cruz’s accounts remained unsettled.
Thus UHI filed a complaint[5]
for collection of sum of money before the Regional Trial Court (RTC) of
Parañaque docketed as Civil Case No. 04-0278 against Cruz on the following
causes of action:
First Cause of Action
10. Being entitled to
the payment of monthly service fee pursuant to the FA, which defendant failed
to pay despite demand, plaintiff suffered actual damages in the amount of
Phil. Peso: One Million Three Hundred Twenty Seven Thousand Six Hundred Sixty
Nine & 83/100 (P1,327,669.83), computed as of 05 April 2004, for
which defendant should be held liable together with legal interest thereon from
the date of filing of this Complaint, until fully paid.
Second Cause of Action
11. Being the assignee of the receivable of
FPC, which receivable defendant failed to pay despite demand, plaintiff
suffered actual damages in the amount of Phil. Peso: Sixty Four Thousand
One Hundred Sixty Five & 96/100 (P64,165.96) for which defendant
should be held liable together with the legal interest thereon computed from
date of receipt of plaintiff’s demand letter, or on August 16, 2002 to be
exact, until fully paid.
Third Cause of Action
12. Being the assignee
of the receivable of USWCI, which receivable defendant failed to pay
despite demand, plaintiff suffered actual damages in the total amount of
Phil. Peso: One Million Five Hundred Seventy Nine Thousand Sixty One &
36/100 (P1,579,061.36), computed as of 05 April 2004, inclusive of the
two and a half percent (2.5%) monthly interest, as and by way of penalty, and
the three (3%) annual interest on the unpaid amount, for which defendant should
be held liable, with legal interest thereon from the date of filing of this
Complaint, until fully paid.
Fourth Cause of Action
13. By reason of
defendant’s obstinate refusal or failure to pay his indebtedness, plaintiff was
constrained to file this Complaint and in the process incur expenses by way of
attorney’s fees, which could be reasonably estimated to reach at least Phil.
Peso: Two Hundred Fifty Thousand (P250,000.00) and for which defendant
should be held answerable for.[6]
(Emphasis and underscoring supplied)
To the complaint Cruz filed a motion
to dismiss[7]
on the ground of improper venue, he invoking Article 27.5 of the agreement
which reads:
27.5 Venue
Stipulation – The Franchisee consents to the exclusive jurisdiction of
the courts of
Branch 258 of the Parañaque RTC, by Order[9]
of
Hence,
the present petition before this Court, raising the sole legal issue of:
WHETHER A CASE
BASED ON SEVERAL CAUSES OF ACTION IS DISMISSIBLE ON THE GROUND OF IMPROPER
VENUE WHERE ONLY ONE OF THE CAUSES OF ACTION ARISES FROM A CONTRACT WITH
EXCLUSIVE VENUE STIPULATION.[10] (Underscoring supplied)
Petitioner
contends that nowhere in the agreement is there a mention of FPC and USWCI, and
neither are the two parties thereto, hence, they cannot be bound to the
stipulation on “exclusive venue.”
The petition is impressed with merit.
The general rule on venue
of personal actions, as in petitioner’s complaint for collection of sum of
money, is embodied in Section
2, Rule 4 of the Rules of Court which provides:
Sec. 2.
Venue of personal actions. – All other actions may be commenced and
tried where the plaintiff or any of the principal plaintiffs resides,
or where the defendant or any of the principal defendants resides, or in the
case of a nonresident defendant, where he may be found, at the election of the
plaintiff. (Emphasis and underscoring supplied)
The afore-quoted provision is,
however, qualified by Section 4 of the same rule which allows parties, before
the filing of the action, to validly agree in writing on an exclusive venue.[11]
The forging of a written agreement on
an exclusive venue of an action does not, however, preclude
parties from bringing a case to other venues.
Where there is a joinder
of causes of action between the same parties one of which does not arise out of
the contract where the exclusive venue was stipulated upon, the complaint, as
in the one at bar, may be brought before other venues provided that such other
cause of action falls within the jurisdiction of the court and the venue lies
therein.[12]
Based on the allegations in petitioner’s
complaint, the second and third causes of action are based on the deeds of assignment
executed in its favor by FPC and USWCI. The
deeds bear no exclusive venue stipulation with respect to the causes of action
thereunder. Hence, the general rule on
venue applies – that the complaint may be filed in the place where the
plaintiff or defendant resides.[13]
It bears emphasis that the causes of
action on the assigned accounts are not based on a breach of the agreement
between UHI and Cruz. They are based on separate,
distinct and independent contracts-deeds of assignment in which UHI is the assignee
of Cruz’s obligations to the assignors FPC and USWCI. Thus, any action arising from the deeds of
assignment cannot be subjected to the exclusive venue stipulation embodied in
the agreement. So San Miguel Corporation v. Monasterio[14] enlightens:
Exclusive venue
stipulation embodied in a contract restricts or confines parties thereto when
the suit relates to breach of said contract. But where
the exclusivity clause does not make it necessarily encompassing, such that
even those not related to the enforcement of the contract should be subject to
the exclusive venue, the stipulation designating exclusive venues should be
strictly confined to the specific undertaking or agreement. Otherwise, the
basic principles of freedom to contract might work to the great disadvantage of
a weak party-suitor who ought to be allowed free access to courts of justice.[15]
(Emphasis and underscoring supplied)
In fine, since the other causes of
action in petitioner’s complaint do not relate to a breach of the agreement it
forged with Cruz embodying the exclusive venue stipulation, they should not be
subjected thereto. As San Miguel further enlightens:
Restrictive stipulations
are in derogation of the general policy of making it more convenient for the
parties to institute actions arising from or in relation to their agreements.
Thus, the restriction should be strictly construed as relating solely to the
agreement for which the exclusive venue stipulation is embodied. Expanding
the scope of such limitation on a contracting party will create unwarranted
restrictions which the parties might find unintended or worse, arbitrary and
oppressive.[16] (Underscoring supplied)
WHEREFORE, the
petition is GRANTED. The December 12, 2005 Order of Regional Trial Court
of Parañaque City, Branch 258 in Civil Case No. 04-0278 is SET ASIDE.
The case is REMANDED to said court which is directed to reinstate the
case to its docket and conduct further proceedings thereon with dispatch.
SO ORDERED.
CONCHITA
CARPIO MORALES
Associate Justice
WE CONCUR:
LEONARDO A. QUISUMBING
Associate Justice
Chairperson
|
ANTONIO T.
CARPIO Associate Justice |
DANTE O.
TINGA Associate Justice |
PRESBITERO J. VELASCO, JR.
Associate
Justice
ATTESTATION
I attest that the conclusions in the
above Decision had been reached in consultation before the case was assigned to
the writer of the opinion of the Court’s Division.
LEONARDO A. QUISUMBING
Associate Justice
Chairperson
CERTIFICATION
Pursuant to Section 13, Article VIII
of the Constitution and the Division Chairperson’s Attestation, I certify that
the conclusions in the above decision had been reached in consultation before
the case was assigned to the writer of the opinion of the Court’s Division.
REYNATO S. PUNO
Chief Justice
[1] Records, pp. 10-26.
[2]
[3] Ibid.
[4]
[5]
[6]
[7]
[8]
[9]
[10] Rollo, p. 20.
[11] Capati v. Dr. Ocampo, 199 Phil. 230, 233
(1982).
[12] Rule 2, Section 5 of the Rules of Court provides:
SECTION 5. Joinder of causes of action. – A party may in one pleading assert, in the alternative or otherwise, as many causes of action as may have against an opposing party, subject to the following conditions:
x x x x
(c) Where the causes of action are between the same parties but pertain to different venues or jurisdictions, the joinder may be allowed in the Regional Trial Court provided one of the causes of action falls within the jurisdiction of said court and the venue lies therein; x x x (Underscoring supplied)
[13] Polytrade Corporation v. Blanco, 140 Phil. 604, 607 (1969).
[14] G.R. No. 151037,
[15]
[16]