THIRD DIVISION
|
GOLDEN ARCHES
DEVELOPMENT CORPORATION, Petitioner, |
G.R.
No. 183843 |
|
- versus - |
Present: CARPIO
MORALES, Chairperson, J., |
|
|
BRION, |
|
ST. FRANCIS SQUARE
HOLDINGS, INC., |
BERSAMIN, VILLARAMA,
JR., and SERENO,
JJ. |
|
Respondent. |
|
|
|
Promulgated: January
19, 2011 |
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D E C I S I O N
CARPIO
MORALES, J.,
In
June 1991, Golden Arches Development Corporation (petitioner) entered into a lease
contract over a property owned by Prince City Realty, Inc. located at the
corner of
The
lease contract commenced on
Amicable
negotiations between the parties having failed, respondent filed on
Petitioner
filed a Motion to Dismiss for lack of cause of action and improper venue. It claimed that respondent maintained its
principal address in Makati as records of the Securities and Exchange
Commission (SEC) in 2007 show, viz: Cover
Sheet of Amended Articles of Incorporation[1] (wherein
it is stated that the business address of ASB Holdings Inc. is at Makati), Company
Relationship Information Sheet, and Director’s Certificate dated February 3,
2007 stating that ASB Holdings, Inc., with principal address at Makati, had
amended its Articles of Incorporation by renaming it (ASB Holdings, Inc.) to
St. Francis Square Holdings, Inc., respondent herein, hence, the complaint should
have been filed in Makati. By filing the
complaint in Mandaluyong, petitioner concluded that respondent violated 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 plaintiff resides, or where the defendant or any of the principal defendant resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff. (underscoring supplied)
Opposing
the Motion to Dismiss, respondent claimed that it had closed down its office in
By
Order of August 21, 2007,[2] Branch
212 of the Mandaluyong RTC denied the motion to dismiss in this wise:
. . . [P]laintiff’s[-herein respondent’s] Articles of Incorporation having stated [that] its principal office is located in Metro Manila, this Court is of the opinion that venue was properly laid considering that the instant case was filed in Mandaluyong Cty which is part or a place within Metro Manila.
Basic is the rule regarding propriety of venue in actions involving private juridical entities that the principal place of business of a corporation determines its residence or domicile such that the place indicated in petitioner’s Articles of Incorporation becomes controlling in determining the venue.[3]
Petitioner moved to reconsider the
denial of the motion, pointing out that respondent violated SEC Memorandum Circular No. 03 dated
In line with the “full disclosure” requirement of existing laws, all corporations and partnerships applying for registration with the Securities and Exchange Commission should state in their Articles of Incorporation or Articles of Partnership the (i) specific address of their principal office, which shall include, if feasible, the street name, barangay, city or municipality; and (ii) specific residence address of each incorporator, stockholder, director, trustee, or partner.
“Metro
Albeit in respondent’s Amended Articles
of Incorporation which was filed in 2007, after the above-stated SEC circular had
been issued, it still indicated its principal office address to be “Metro
Manila,” the trial court just the same denied petitioner’s motion for
reconsideration by Order of November 12, 2007.[4]
On
petition for certiorari and prohibition, the Court of Appeals, by Decision of
July 22, 2008,[5] affirmed
the trial court’s order, hence, the present petition for review on certiorari.
The
petition fails.
Venue,
in essence, concerns a rule of procedure.
In personal actions, it is fixed for the greatest possible convenience of
the plaintiff and his witnesses,[6] and
to promote the ends of justice.
Respondent’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,[7]
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.”[8]
The
letters of petitioner itself to respondent dated November 2, 2006,
December 18, 2006 and January 2, 2007 indicate the address of respondent to be
at St. Francis Square Mall, Julia Vargas, Ortigas Center, just as the letters
of respondent to petitioner before
the filing of the complaint on May 4, 2007 indicate its (respondent’s) address
to be at St. Francis Square Mall, Julia Vargas, Ortigas Center. Petitioner was thus put on notice that at the
respondent’s filing of the complaint, the latter’s business address has been at
Mandaluyong.
IN FINE, although respondent’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,
quoted earlier, authorizes the plaintiff (respondent 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.[9] Respondent’s choice must be respected as
“[t]he controlling factor in determining venue for cases is the primary
objective for which said cases are filed.”[10] Respondent’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.
WHEREFORE, the
petition is DENIED.
SO ORDERED.
CONCHITA
CARPIO MORALES
Associate Justice
WE CONCUR:
|
ARTURO D. BRION Associate Justice |
LUCAS P. BERSAMIN Associate Justice |
|
MARTIN S. VILLARAMA, JR. Associate Justice |
MARIA 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.
CONCHITA CARPIO MORALES
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.
RENATO C. CORONA
Chief Justice
[1] Respondent filed an amendment to its Articles of Incorporation in 2007 to reflect the change in the name of the corporation to “St. Francis Square Holdings, Inc.”
[2]
[3]
[4]
[5] Penned by Associate Justice Myrna Dimaranan Vidal with the concurrence
of Associate Justices Jose L. Sabio, Jr. (ret.) and Jose C. Reyes, Jr., rollo, pp. 11-22.
[6] Marcos-Araneta v. Court of
Appeals, G.R. No. 154096,
[7] Sec. 2. Venue of personal actions. – All other actions may be commenced and tried where the plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff.
[8] Young Auto Supply v. Court of Appeals, G.R. No. 104175, June 25, 1993, 223 SCRA 670, 674 citing Cohen v. Benguet Commercial Co., Ltd., 34 Phil. 526 [1916] Clavecilla Radio System v. Antillo, 19 SCRA 379 [1967]).
[9] Saludo, Jr. v. American Express International, Inc., G.R. No. 159507, April 19, 2006, 487 SCRA 462, 476.
[10] Olympic Mines and Development Corp. v.
Platinum Group Metals Corporation, G.R. No. 178188, May 8, 2009, 587 SCRA
624, 663, citing Go v. United Coconut
Planters Bank, G.R. No. 156187, November 11, 2004, 442 SCRA 264.