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COMMUNICATION MATERIALS AND DESIGN, INC et al vs.CA et al. G.R. No. 102223 August 22, 1996 FACTS : Petitioners COMMUNICATION MATERIALS AND DESIGN, INC., (CMDI) and ASPAC MULTI-TRADE INC., (ASPAC) are both domestic corporations.. Private Respondents ITEC, INC. and/or ITEC, INTERNATIONAL, INC. (ITEC) are corporations duly organized and existing under the law s of the State of Alabama, USA. There is no dispute that ITEC is a foreign corporation not licensed to do business in the Philippines. ITEC entered into a contract w ith ASPAC referred to as Representative Agreement. Pursuant to the contract, ITEC engaged ASPAC as its exclusive representative in the Philippines for the sale of ITECs products, in consideration of w hich, ASPAC w as paid a stipulated commission. Through a License Agreement entered into by the same parties later on, ASPAC w as able to incorporate and use the name ITEC in its ow n name. Thus , ASPAC Multi-Trade, Inc. became legally and publicly know n as ASPAC-ITEC (Philippines). One year into the second term of the parties Representative Agreement, ITEC decided to terminate the same, because petitioner ASPAC allegedly violated its contractual commitment as stipulated in their agreements. ITEC charges the petitioners and another Philippine Corporation, DIGITAL BASE COMMUNICATIONS, INC. (DIGITAL), the President of w hich is likew ise petitioner Aguirre, of using know ledge and information of ITECs products specifications to develop their ow n line of equipment and product support, w hich are similar, if not identical to ITECs ow n, and offering them to ITECs former customer. The complaint w as filed w ith the RTC-Makati by ITEC, INC. Defendants filed a MTD the complaint on the follow ing grounds: (1) That plaintiff has no legal capacity to sue as it is a foreign corporation doing business in the Philippines w ithout the required BOI authority and SEC license, and (2) that plaintiff is simply engaged in forum shopping w hich justifies the application against it of the principle of forum non conveniens. The MTD w as denied. Petitioners elevated the case to the respondent CA on a Petition for Certiorari and Prohibition under Rule 65 of the Revised ROC. It w as dismissed as w ell. MR denied, hence this Petition for Review on Certiorari under Rule 45. ISSUE: 1. Did the Philippine court acquire jurisdiction over the person of the petitioner corp, despite allegations of lack of capacity to sue because of non-registration? 2. Can the Philippine court give due course to the suit or dismiss it, on the principle of forum non convenience? HELD : petition dismissed. 1. YES; We are persuaded to conclude that ITEC had been engaged in or doing business in the Philippines for some time now . This is the inevitable result after a scrutiny of the different contracts and agreements entered into by ITEC w ith its various business contacts in the country. Its arrangements, w ith these entities indicate convincingly that ITEC is actively engaging in business in the country. A foreign corporation doing business in the Philippines may sue in Philippine Courts although not authorized to do business here against a Philippine citizen or entity w ho had contracted w ith and benefited by said corporation. To put it in another w ay, a party is estopped to challenge the personality of a corporation after having acknow ledged the same by entering into a contract w ith it. And the doctrine of estoppel to deny corporate existence applies to a foreign as w ell as to domestic corporations. One w ho has dealt w ith a corporation of foreign origin as a corporate entity is estopped to deny its corporate existence and capacity. In Antam Consolidated Inc. vs. CA et al. w e expressed our chagrin over this commonly used scheme of defaulting local companies w hich are being sued by unlicensed foreign companies not engaged in business in the Philippines to invoke the lack of capacity to sue of such foreign companies. Obviously, the same ploy is resorted to by ASPAC to prevent the injunctive action filed by ITEC to enjoin petitioner from using know ledge possibly acquired in violation of fiduciary arrangements betw een the parties. 2. YES; Petitioners insistence on the dismissal of this action due to the application, or non application, of the private international law rule of forum non conveniens defies w ell-settled rules of fair play. According to petitioner, the Philippine Court has no venue to apply its discretion w hether to give cognizance or not to the present action, because it has not acquired jurisdiction over the person of the plaintiff in the case, the latter allegedly having no personality to sue before Philippine Courts. This argument is misplaced because the court has already acquired jurisdiction over the plaintiff in the suit, by virtue of his filing the original complaint. And as w e have already observed, petitioner is not at liberty to question plaintiffs standing to sue, having already acceded to the same by virtue of its entry into the Representative Agreement referred to earlier. Thus, having acquired jurisdiction, it is now for the Philippine Court, based on the facts of the case, w hether to give due course to the suit or dismiss it, on the principle of forum non convenience. Hence, the Philippine Court may refuse to assume jurisdiction in spite of its having acquired jurisdiction. Conversely, the court may assume

R e c e nt P o s ts
NORKIS VS. BUAT PRUDENTIAL VS. MAURIC IO C OLEGIO VS. VILLAS VIC ENTE VS. C A BARC ENAS VS. NLRC

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jurisdiction over the case if it chooses to do so; provided, that the follow ing requisites are met: 1) That the Philippine Court is one to w hich the parties may conveniently resort to; 2) That the Philippine Court is in a position to make an intelligent decision as to the law and the facts; and, 3) That the Philippine Court has or is likely to have pow er to enforce its decision. The aforesaid requirements having been met, and in view of the courts disposition to give due course to the questioned action, the matter of the present forum not being the most convenient as a ground for the suits dismissal, deserves scant consideration.
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