MACHINERY PHILIPPINES, INC. G.R. No. 119657, February 7, 1997. Facts: Kubota and Unimasters entered into a dealership agreement for sales and services of Kubotas products in Samar and Leyte. It was stipulated in their contract that all suits arising out of such agreement shall be fled in the proper courts of Quezon City and that Unimasters is bound to obtain a credit line with Metrobank-Tacloban branch in the amount of P2M to answer for its obligations to Kubota. Five years later, Unimasters fled an action in RTC of Tacloban against Kubota, Reynaldo Go and Metro bank for damages for breach of contract and injuction for TRO. RTC of Tacloban issued a restraining order enjoining Metrobank from authorizing or efecting payment of alleged obligations of Unimasters to Kubota. Kubota fled a motion for dismissal of the case on the ground of improper venue. RTC of Tacloban denied Kubotas motion holding that it is the proper venue for reasons that although Kubotas principal ofce is in Quezon City, Unimasters is holding its principal ofce in Tacloban; that the proper venue pursuant to ROC would either be Tacloban or Quezon City at the election of the plaintif. Kubota fled a special civil action of certiorari and prohibition with CA contending that RTC of Tacloban has no jurisdiction to take cognizance of the action considering that venue was impropoerly laid and that RTC of Tacloban erred in denying the motion to dismiss. CA ruled in favor of Kubota holding that the agreement on venue between Kubota and Unimasters limited the venue of any complaint fled arising from the dealership agreement between them to the proper courts of Quezon City. Issue: Whether the stipulation on venue of any complaint arising from the dealership agreement between Kubota and Unimasters had the efect of eliminating Tacloban as an optional venue and limiting litigation between parties only and exclusively to Quezon City. Ruling: No. The record of the case at bar discloses that Unimasters has its principal place of business in Tacloban, and Kubota, in Quezon City. Under Rule 4, the venue of any personal action between them is where the defendant or any of the defendants resides or may be found, or where the plaintif or any of the plaintifs resides, at the election of the plaintif. In other words, Rule 4 of ROC gives Unimasters the option to sue Kubota for breach of contract in the Regional Trial Court of either Tacloban or Quezon City. But the contract between them provides that "**All suits arising out of this Agreement shall be fled with/in the proper Courts of Quezon City", without mention of Tacloban. Absent additional words and expressions defnitely and unmistakably denoting the parties' desire and intention that actions between them should be ventilated only at the place selected by them (Quezon City) or other contractual provisions clearly evincing the same desire and intention -- the stipulation should be construed, not as confning suits between the parties only to that one place (Quezon City) but as allowing suits either in Quezon City or Tacloban City, at the option of the plaintif (Unimasters). With regards Kubota's theory that the RTC had "no jurisdiction to take cognizance of Unimasters action considering that venue was improperly laid." This is not an accurate statement of legal principle. It equates venue with jurisdiction; but venue has nothing to do with jurisdiction, except in criminal actions. The action at bar, for the recovery of damages in an amount considerably in excess of P20K, is assuredly within the jurisdiction of a RTC. Assuming that venue were improperly laid in the Court where the action was instituted, the RTC of Tacloban, that would be a procedural, not a jurisdictional impediment -- precluding ventilation of the case before that Court of wrong venue notwithstanding that the subject matter is within its jurisdiction. However, if the objection to venue is waived by the failure to set it up in a motion to dismiss, the RTC would proceed in perfectly regular fashion if it then tried and decided the action.