FIRST DIVISION
|
HYATT
ELEVATORS AND ESCALATORS CORPORATION, Petitioner, - versus - LG OTIS
ELEVATOR COMPANY, Respondent. |
G.R. No. 169835
Present: PUNO, C.J., Chairperson, *SANDOVAL-GUTIERREZ,
AZCUNA, and
GARCIA, JJ. Promulgated: July 3, 2007 |
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D E C I S I O N
GARCIA, J.:
This
petition for review under Rule 45 of the Rules of Court seeks to nullify and
set aside the Decision[1] dated December 22, 2003 of
the Court of Appeals (CA) in CA-G.R. SP
No. 74320 and its Resolution[2] of September 27, 2005, denying
petitioner’s motion for reconsideration
Petitioner
Hyatt Elevators and Escalators Corporation (Hyatt) is a domestic corporation primarily
engaged in the business of selling, installing and maintaining/servicing
elevators, escalators and parking equipment, with address at the 6th Floor, Dao
I Condominium,
The
facts, as established by the appellate court, are as follows:
It appears that
private respondent [herein petitioner] Hyatt
Elevators & Escalators Company (HYATT) was the Philippine distributor
until 1997 of elevators and escalators of Lucky Goldstar International
Corporation (LUCKY GOLDSTAR) and
Goldstar Industrial Systems, Co. Ltd.
(GOLDSTAR INDUSTRIAL).
Herein
petitioner [now herein respondent] LG
OTIS Elevator Company (LG OTIS) alleges that it is a joint venture
established on November 22, 1999 by LG Electronics Inc. (LG ELECTRONICS), which
is based in Korea, and Otis Elevator Company (OTIS), which is based in the
United States of America. Otis subsequently transferred its rights and
obligations under the LG Otis joint venture to Sirius (
LG Otis
purchased the business of LG Industrial
Systems Co. Ltd. (LGISC), a Korean corporation which, at the time of said
purchase, was the principal stockholder of LG
Industrial Systems Philippines, Inc. (LGISP), a domestic corporation
established in 1998. On
Records show
that [in the
An amended
complaint was subsequently filed by Hyatt impleading herein petitioner LG Otis.
It was alleged that LG Otis was formerly LGISC and Goldstar Industrial. The
amended complaint also impleaded Goldstar Elevators …. which
was allegedly formerly known as LG Industrial Systems Philippines, Inc.
(LGISP).
LGISC and LG
Industrial Corporation opposed the amended complaint on the ground that LG Otis
should not be substituted to LGISC as the two are separate and distinct
corporations, retaining separate organizations, assets and liabilities. Despite
such opposition, the amended complaint was admitted by the trial court.
Petitioner LG Otis [and Goldstar Elevators] then filed a motion to dismiss the amended complaint on the grounds … that venue was improperly laid, and that
the amended complaint fails to state a cause of action. [3]
(Emphasis and words in brackets supplied.)
On
In another order[6]
dated
Therefrom, both Goldstar
Elevators and respondent LG Otis went to the CA via separate petitions for certiorari
under Rule 65 of the Rules of Court, Goldstar Elevators’ recourse docketed as
CA-G.R. SP No. 74319 and that of respondent LG Otis, as CA-G.R. SP No. 74320.[7]
CA-G.R. SP No. 74319 was raffled to the 6th Division of the
appellate court, while CA-G.R. SP No. 74320 went to its Special Fourth Division
In
its Decision dated
WHEREFORE, in
view of the foregoing, the assailed Orders dated
Hyatt would subsequently appeal the CA’s decision
and resolution in CA-G.R. SP No. 74319 to this Court, but failed to secure a
favorable disposition. For by Decision[8] dated
As
in CA-G.R. SP No. 74319, the appellate court, in CA-G.R. SP No. 74320, also
ruled against herein petitioner HYATT, as respondent therein, and for LG Otis,
albeit for reasons in addition to the issue of improper venue. The fallo of the CA’s Decision[9] dated
WHEREFORE, based on
the foregoing premises, the instant petition is hereby GRANTED. Consequently, the assailed
SO ORDERED.
In
this recourse, petitioner urges the reversal of the assailed CA decision and
resolution, raising the following issues:
1.
WHETHER OR NOT THE [CA],
IN REVERSING THE DECISION OF THE REGIONAL TRIAL COURT, ERRED AS A MATTER OF LAW AND JURISPRUDENCE,
AS WELL AS COMMITTED GRAVE ABUSE OF DISCRETION, IN HOLDING THAT IN THE LIGHT OF
THE PECULIAR FACTS OF THIS CASE, VENUE WAS IMPROPER;
2.
WHETHER OR NOT THE [CA],
IN REVERSING THE DECISION OF THE [RTC], ERRED AS A MATTER OF LAW AND
JURISPRUDENCE, AS WELL AS COMMITTED GRAVE ABUSE OF DISCRETION, IN HOLDING THAT
IN THE LIGHT OF THE PECULIAR FACTS OF THIS CASE, RESPONDENT COULD NOT BE SUED
IN THE PHILIPPINES AS A SUCCESSOR-IN-INTEREST OF LG INDUSTRIAL SYSTEMS CO.
SIMPLY BECAUSE IT IS NOT DOING BUSINESS IN THE PHILIPPINES.[11]
(Words in brackets added.)
We
DENY.
As
may be noted, G.R. No. 161026 and
this case involve virtually the same parties and sprang
from one and the same Civil Case No. MC-99-600, a suit for unfair trade
practices instituted by petitioner Hyatt against respondent LG Otis and
Goldstar Elevators and eventually disposed of by the Mandaluyong
RTC. In fine, G.R. No. 161026 and this case are cast against the same factual and
legal settings, save perhaps for the fact that
respondent in the former case is a domestic corporation, while the instant case
has as respondent a foreign corporation. And as contextually abundantly made
clear in G.R. No. 161026, petitioner Hyatt
could not successfully initiate a civil suit, like Civil Case No. MC-99-600, in
x x x Admittedly, the latter’s
principal place of business is
Petitioner [Hyatt]
argues that the Rules of Court do not provide that when the plaintiff is a
corporation, the complaint should be filed in the location of its principal
office as indicated in its articles of incorporation. Jurisprudence has, however, settled that the
place where the principal office of a corporation is located, as stated in the
articles, indeed establishes its residence.
This ruling is important in determining the venue of an action by or
against a corporation, as in the present case.
Without merit
is the argument of petitioner [Hyatt] that the locality stated in its Articles
of Incorporation does not conclusively indicate that its principal office is
still in the same place. We agree with
the appellate court in its observation that the requirement to state in the
articles the place where the principal office of the corporation is to be
located “is not a meaningless requirement.
That proviso would be rendered nugatory if corporations were to be
allowed to simply disregard what is expressly stated in their Articles of
Incorporation.”
Inconclusive
are the bare allegations of petitioner [Hyatt] that it had closed its
In the light of the foregoing considerations, the challenged
dismissal of Civil Case No. MC-99-600, as ordered
in the assailed judgment of the CA, on the ground of improper venue, is
correct. The Court will even go further and apply its Decision in G.R. No. 161026 as
the law of the case with respect to Hyatt on the issue of venue. Whatever is
once irrevocably established as the controlling legal rule or decision between
the same parties in the same case continues to be the law of the case so long as the facts on which such decision was
predicated continue to be the facts of the case before the court.[13] With the view we take of this case, the
factual milieu upon which the Decision in G.R.
No. 161026 was based has remained unchanged to justify the application of the
salutary law of the case principle.
Given
the above perspective, the second issue of whether or not foreign-based respondent
LG Otis, as alleged successor-in-interest of a domestic corporation, could be sued in the country
need not detain the Court further. For, the matter of suability would, in final
reckoning, really have no bearing on the dismissal of a suit on the ground of
improper venue. And besides, the second issue raised would require the Court to
delve into certain unresolved factual questions and assumptions. Needless to
stress, such exercise is beyond the purview of the Court’s power of review on
certiorari.
WHEREFORE,
the petition is DENIED. The appealed
Decision and Resolution of the CA in CA-G.R.
SP No. 74320 are AFFIRMED, and Civil
Case No. MC-99-600 is DISMISSED
without prejudice.
Costs against the petitioner.
SO ORDERED.
CANCIO C. GARCIA
Associate Justice
WE
CONCUR:
REYNATO S. PUNO
Chief Justice
Chairperson
(On leave)
|
ANGELINA SANDOVAL-GUTIERREZ Associate Justice |
RENATO C. CORONA Associate Justice |
ADOLFO S. AZCUNA
Associate Justice
C E R T I F I C A T I O N
Pursuant
to Section 13, Article VIII of the Constitution, 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
* On leave.
[1] Penned by former Associate Justice Elvi John S. Asuncion, with Associate Justices Renato C. Dacudao (now retired) and Lucas P. Bersamin, concurring; rollo, pp. 24-31.
[2]
[3]
[4] Presided then by Judge Amalia F. Dy.
[5] Annex “G” of the Petition; rollo, pp. 76-77.
[6] Annex “H” of the Petition; id. at 78-79.
[7] LG Otis’ petition was actually one for certiorari and prohibition
[8] Reported in 473 SCRA 705.
[9] Supra note 1.
[10] Supra note 2.
[11] Rollo, pp. 14-15.
[12] Supra note 8 at 713-714.
[13] Rodriquez v. Director of Prisons, G.R. No. L-35386,