Sy vs. Tyson Ent. Inc.

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G.R. No. L-56763 December 15, 1982

FACTS:
In 1979, Tyson Enterprises, Inc. filed a collection suit against Universal Parts Supply Corporation and its
president John Sy. The suit was filed in Pasig, Rizal. John Sy filed a motion to file for a bill of particulars
which was denied. Subsequently, Sy filed a motion to dismiss on the ground of improper venue. Sy
alleged that Tyson Enterprises should have filed the case either in Bacolod City (business address of
Universal Parts) or in Manila (business address of Tyson Enterprises). Sy alleged that it is improper for
Tyson Enterprises to file the case in Pasig even if it is the residence of Tysons president and general
manager, Dominador Ti.
The trial court as well as the Court of Appeals denied Sys motion on the ground that he waived the
defense of improper venue when he filed his motion to file for a bill of particulars; that the prior motion
placed Sy under the jurisdiction of the trial court.
ISSUE: Whether or not a plaintiff-corporation may file a civil case not in its business address nor the
business address/residence of the defendant but in the place of residence of its incorporators/officers.
HELD: No. A corporation has a separate and distinct personality from its incorporators. Its place of
business is its residence and not the residence of its president or any other officer. Hence, venue is
improperly laid in this case. The trial court of Pasig has no jurisdiction.
Anent the issue that there was a waiver, as a rule, the defense of improper venue is waived if it is not
alleged in a motion to dismiss. In the case at bar, Sy was able to file his motion to dismiss in a timely
manner. It is of no moment that there was a prior motion for a bill of particulars that was filed. There is
nothing in the rule that states that no other motion should have been filed prior to filing a motion to
dismiss before a motion to dismiss grounded on improper venue may be allowed