Augusto Santos III vs Northwest Orient Airlines

Augusto Benedicto Santos III is a minor represented by his dad. In October 1986, he bought a round trip ticket from Northwest Orient Airlines
(NOA) in San Francisco. His flight would be from San Francisco to Manila via Tokyo and back to San Francisco. His scheduled flight was in
December. A day before his departure he checked with NOA and NOA said he made no reservation and that he bought no ticket. The next year,
due to the incident, he sued NOA for damages. He sued NOA in Manila. NOA argued that Philippine courts have no jurisdiction over the matter
pursuant to Article 28(1) of the Warsaw Convention, which provides that complaints against international carriers can only be instituted in:
1. the court of the domicile of the carrier (NOA’s domicile is in the USA);
2. the court of its principal place of business (which is San Francisco, USA);
3. the court where it has a place of business through which the contract had been made (ticket was purchased in San Francisco so that’s where
the contract was made);
4. the court of the place of destination (Santos bought a round trip ticket which final destination is San Francisco).
The lower court ruled in favor of NOA. Santos III averred that Philippine courts have jurisdiction over the case and he questioned the
constitutionality of Article 28 (1) of the Warsaw Convention.
ISSUE: Whether or not Philippine courts have jurisdiction over the matter to conduct judicial review.
HELD: No. The Supreme Court ruled that they cannot rule over the matter for the SC is bound by the provisions of the Warsaw Convention which
was ratified by the Senate. Until & unless there would be amendment to the Warsaw Convention, the only remedy for Santos III is to sue in any of
the place indicated in the Convention such as in San Francisco, USA.
The SC cannot rule upon the constitutionality of Article 28(1) of the Warsaw Convention. In the first place, it is a treaty which was a joint act by the
legislative and the executive. The presumption is that it was first carefully studied and determined to be constitutional before it was adopted and
given the force of law in this country. In this case, Santos was not able to offer any compelling argument to overcome the presumption.

G.R. No. 101538 June 23, 1992

AUGUSTO BENEDICTO SANTOS III, represented by his father and legal guardian, Augusto Benedicto Santos vs. NORTHWEST ORIENT AIRLINES
and CA

FACTS: The petitioner is a minor and a resident of the Philippines. Private respondent Northwest Orient Airlines (NOA) is a foreign corporation with
principal office in Minnesota, U.S.A. and licensed to do business and maintain a branch office in the Philippines.
On October 21, 1986, the petitioner purchased from NOA a round-trip ticket in San Francisco. U.S.A., for his flight from San Francisco to Manila via
Tokyo and back. The scheduled departure date from Tokyo was December 20, 1986. No date was specified for his return to San Francisco.
On December 19, 1986, the petitioner checked in at the NOA counter in the San Francisco airport for his scheduled departure to Manila. Despite a
previous confirmation and re-confirmation, he was informed that he had no reservation for his flight from Tokyo to Manila. He therefore had to be
wait-listed.

On March 12, 1987, the petitioner sued NOA for damages in the RTC of Makati. On April 13, 1987, NOA moved to dismiss the complaint on the
ground of lack of jurisdiction, citing Article 28(1) of the Warsaw Convention, reading as follows:

Art. 28. (1) An action for damage must be brought at the option of the plaintiff, in the territory of one of the High Contracting Parties, either before
the court of the domicile of the carrier or of his principal place of business, or where he has a place of business through which the contract has
been made, or before the court at the place of destination.

The private respondent contended that the Philippines was not its domicile nor was this its principal place of business. Neither was the petitioner’s
ticket issued in this country nor was his destination Manila but San Francisco in the United States.
Lower court granted the dismissal, CA affirmed.

ISSUE: WON the Philippines has jurisdiction over the case. (Issue raised by the party is WON the provision of the Warsaw convention was
constitutional)
HELD: No jurisdiction (the provision is constitutional)
The Convention is a treaty commitment voluntarily assumed by the Philippine government and, as such, has the force and effect of law in this
country. The petitioner’s allegations are not convincing enough to overcome this presumption. Apparently, the Convention considered the four
places designated in Article 28 the most convenient forums for the litigation of any claim that may arise between the airline and its passenger, as
distinguished from all other places.

NOTES:
WON Warsaw convention applies.
Convention applies to all international transportation of persons performed by aircraft for hire. Whether the transportation is “international” is
determined by the contract of the parties, which in the case of passengers is the ticket. When the contract of carriage provides for the
transportation of the passenger between certain designated terminals “within the territories of two High Contracting Parties,” the provisions of
the Convention automatically apply and exclusively govern the rights and liabilities of the airline and its passenger.
WON MNL or SFO was the destination.
The place of destination, within the meaning of the Warsaw Convention, is determined by the terms of the contract of carriage or, specifically in
this case, the ticket between the passenger and the carrier. Examination of the petitioner’s ticket shows that his ultimate destination is San
Francisco. Although the date of the return flight was left open, the contract of carriage between the parties indicates that NOA was bound to
transport the petitioner to San Francisco from Manila. Manila should therefore be considered merely an agreed stopping place and not the
destination.

WON Northwest has domicile in the Philippines

Notably, the domicile of the carrier is only one of the places where the complaint is allowed to be filed under Article 28(1). By specifying the three
other places, to wit, the principal place of business of the carrier, its place of business where the contract was made, and the place of destination,
the article clearly meant that these three other places were not comprehended in the term “domicile.”

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
laws 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 with ASPAC referred to as “Representative Agreement”. Pursuant to the contract, ITEC engaged ASPAC as its
“exclusive representative” in the Philippines for the sale of ITEC’s products, in consideration of which, ASPAC was paid a stipulated commission.
Through a “License Agreement” entered into by the same parties later on, ASPAC was able to incorporate and use the name “ITEC” in its own
name. Thus , ASPAC Multi-Trade, Inc. became legally and publicly known 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 which is likewise petitioner Aguirre, of using knowledge and information of ITEC’s
products specifications to develop their own line of equipment and product support, which are similar, if not identical to ITEC’s own, and offering
them to ITEC’s former customer.

The complaint was filed with the RTC-Makati by ITEC, INC. Defendants filed a MTD the complaint on the following grounds: (1) That plaintiff has no
legal capacity to sue as it is a foreign corporation doing business in the Philippines without the required BOI authority and SEC license, and (2) that
plaintiff is simply engaged in forum shopping which justifies the application against it of the principle of “forum non conveniens”. The MTD was
denied.

Petitioners elevated the case to the respondent CA on a Petition for Certiorari and Prohibition under Rule 65 of the Revised ROC. It was dismissed
as well. 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 with its various business contacts in the country.
Its arrangements, with 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 who had contracted with and benefited by said corporation. To put it in another way, a party is estopped to challenge
the personality of a corporation after having acknowledged the same by entering into a contract with it. And the doctrine of estoppel to deny
corporate existence applies to a foreign as well as to domestic corporations. One who has dealt with 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. we expressed our chagrin over this commonly used scheme of defaulting local companies which 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 knowledge possibly
acquired in violation of fiduciary arrangements between the parties.

2. YES; Petitioner’s 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 well-settled rules of fair play. According to petitioner, the Philippine Court has no venue to apply its discretion
whether 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 we have already observed, petitioner is not at liberty to
question plaintiff’s 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, whether 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 jurisdiction over the case if it chooses to do so; provided, that the following requisites are met:

1) That the Philippine Court is one to which 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 power to enforce its decision.
The aforesaid requirements having been met, and in view of the court’s 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 suit’s dismissal, deserves scant consideration.

First Philippine International Bank vs Court of Appeals

Civil Law – Contract of Sale – Parties to a Sales Contract
Producers Bank (now called First Philippine International Bank), which has been under conservatorship since 1984, is the owner of 6 parcels of
land. The Bank had an agreement with Demetrio Demetria and Jose Janolo for the two to purchase the parcels of land for a purchase price of P5.5
million pesos. The said agreement was made by Demetria and Janolo with the Bank’s manager, Mercurio Rivera. Later however, the Bank, through
its conservator, Leonida Encarnacion, sought the repudiation of the agreement as it alleged that Rivera was not authorized to enter into such an
agreement, hence there was no valid contract of sale. Subsequently, Demetria and Janolo sued Producers Bank. The regional trial court ruled in
favor of Demetria et al. The Bank filed an appeal with the Court of Appeals.
Meanwhile, Henry Co, who holds 80% shares of stocks with the said Bank, filed a motion for intervention with the trial court. The trial court denied
the motion since the trial has been concluded already and the case is now pending appeal. Subsequently, Co, assisted by ACCRA law office, filed a
separate civil case against Demetria and Janolo seeking to have the purported contract of sale be declared unenforceable against the Bank.
Demetria et al argued that the second case constitutes forum shopping.
ISSUES:
1. Whether or not there is forum shopping.
2. Whether or not there is a perfected contract of sale.
HELD:

1. Yes. There is forum shopping because there is identity of interest and parties between the first case and the second case. There is identity of
interest because both cases sought to have the agreement, which involves the same property, be declared unenforceable as against the Bank.
There is identity of parties even though the first case is in the name of the bank as defendant, and the second case is in the name of Henry Co as
plaintiff. There is still forum shopping here because Henry Co essentially represents the bank. Both cases aim to have the bank escape liability from
the agreement it entered into with Demetria et al. The Supreme Court did not lay down any disciplinary action against the ACCRA lawyers but they
were warned that a repetition will be dealt with more severely.
2. Yes. There is a perfected contract of sale because the bank manager, Rivera, entered into the agreement with apparent authority. This apparent
authority has been duly proved by the evidence presented which showed that in all the dealings and transactions, Rivera participated actively
without the opposition of the conservator. In fact, in the advertisements and announcements of the bank, Rivera was designated as the go-to guy
in relation to the disposition of the Bank’s assets.

First Philippine International Bank vs CA

52 SCRA 259 – Conflict of Laws – Private International Law – Origin of Forum Non Conveniens
Producers Bank (now called First Philippine International Bank), which has been under conservatorship since 1984, is the owner of 6 parcels of
land. The Bank had an agreement with Demetrio Demetria and Jose Janolo for the two to purchase the parcels of land for a purchase price of P5.5
million pesos. The said agreement was made by Demetria and Janolo with the Bank’s manager, Mercurio Rivera. Later however, the Bank, through
its conservator, Leonida Encarnacion, sought the repudiation of the agreement as it alleged that Rivera was not authorized to enter into such an
agreement, hence there was no valid contract of sale. Subsequently, Demetria and Janolo sued Producers Bank. The regional trial court ruled in
favor of Demetria et al. The Bank filed an appeal with the Court of Appeals.
Meanwhile, Henry Co, who holds 80% shares of stocks with the said Bank, filed a motion for intervention with the trial court. The trial court denied
the motion since the trial has been concluded already and the case is now pending appeal. Subsequently, Co, assisted by ACCRA law office, filed a
separate civil case against Carlos Ejercito as successor-in-interest (assignee) of Demetria and Janolo seeking to have the purported contract of sale
be declared unenforceable against the Bank. Ejercito et al argued that the second case constitutes forum shopping.
ISSUE: Whether or not there is forum shopping.
HELD: Yes. There is forum shopping because there is identity of interest and parties between the first case and the second case. There is identity of
interest because both cases sought to have the agreement, which involves the same property, be declared unenforceable as against the Bank.
There is identity of parties even though the first case is in the name of the bank as defendant, and the second case is in the name of Henry Co as
plaintiff. There is still forum shopping here because Henry Co essentially represents the bank. Both cases aim to have the bank escape liability from
the agreement it entered into with Demetria et al.
The Supreme Court also discussed that to combat forum shopping, which originated as a concept in international law, the principle of forum non
conveniens was developed. The doctrine of forum non conveniens provides that a court, in conflicts of law cases, may refuse impositions on its
jurisdiction where it is not the most “convenient” or available forum and the parties are not precluded from seeking remedies elsewhere.

**Forum Shopping: “occurs when a party attempts to have his action tried in a particular court or jurisdiction where he feels he will receive the
most favorable judgment or verdict.”