Synopsis/Syllabi
Notwithstanding the fact that the
SPECIAL SECOND DIVISION
[G.R. No. 114323. September 28, 1999]
OIL AND NATURAL GAS COMMISSION, petitioner, vs. COURT OF
APPEALS and PACIFIC CEMENT COMPANY, INC.,
respondents.
RESOLUTION
YNARES_SANTIAGO, J.:
This resolves the Motion for Reconsideration filed by private
respondent against the Decision rendered by this Courts Second
Division on July 23, 1998.
The facts as set forth in the Decision sought to be reconsidered
are restated thus:
The petitioner is a foreign corporation owned and controlled by
the Government of India while the private respondent is a private
corporation duly organized and existing under the laws of the
Philippines. The present conflict between the petitioner and the private
respondent has its roots in a contract entered into by and between
both parties on February 26, 1983 whereby the private respondent
undertook to supply the petitioner FOUR THOUSAND THREE
HUNDRED (4,300) metric tons of oil well cement. In consideration
therefor, the petitioner bound itself to pay the private respondent the
amount of FOUR HUNDRED SEVENTY-SEVEN THOUSAND
THREE HUNDRED U.S. DOLLARS ($477,300.00) by opening an
irrevocable, divisible, and confirmed letter of credit in favor of the latter.
The oil well cement was loaded on board the ship MV SURUTANA
NAVA at the port of Surigao City, Philippines for delivery at Bombay
and Calcutta, India. However, due to a dispute between the shipowner
and the private respondent, the cargo was held up in Bangkok and did
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not reach its point of destination.
private respondent had already received payment and despite several
demands made by the petitioner, the private respondent failed to
deliver the oil well cement. Thereafter, negotiations ensued between
the parties and they agreed that the private respondent will replace
the entire 4,300 metric tons of oil well cement with Class G cement
cost free at the petitioners designated port. However, upon inspection,
the Class G cement did not conform to the petitioners specifications.
The petitioner then informed the private respondent that it was
referring its claim to an arbitrator pursuant to Clause 16 of their
contract which stipulates:
Except where otherwise provided in the supply
order/contract all questions and disputes, relating to the
meaning of the specification designs, drawings and
instructions herein before mentioned and as to quality of
workmanship of the items ordered or as to any other
question, claim, right or thing whatsoever, in any way arising
out of or relating to the supply order/contract design,
drawing, specification, instruction or these conditions or
otherwise concerning the materials or the execution or
failure to execute the same during stipulated/extended
period or after the completion/abandonment thereof shall be
referred to the sole arbitration of the persons appointed by
Member of the Commission at the time of dispute. It will be
no objection to any such appointment that the arbitrator so
appointed is a Commission employer (sic) that he had to
deal with the matter to which the supply or contract relates
and that in the course of his duties as Commissions
employee he had expressed views on all or any of the matter
in dispute or difference.
The arbitrator to whom the matter is originally referred
being transferred or vacating his office or being unable to act
for any reason the Member of the Commission shall appoint
another person to act as arbitrator in acordance with the
terms of the contract/supply order. Such person shall be
entitled to proceed with reference from the stage at which it
was left by his predecessor. Subject as aforesaid the
provisions of the Arbitration Act, 1940, or any Statutary
modification or re-enactment there of and the rules made
 there under and for the time being in force shall apply to the
arbitration proceedings under this clause.
The arbitrator may with the consent of parties enlarge
the time, from time to time, to make and publish the award.
The venue for arbitration shall be at Dehra dun. i
On July 23, 1988, the chosen arbitrator, one Shri N.N. Malhotra,
resolved the dispute in petitioners favor setting forth the arbitral award
as follows:
NOW THEREFORE after considering all facts of the
case, the evidence, oral and documentarys adduced by the
claimant and carefully examining the various written
statements, submissions, letters, telexes, etc. sent by the
respondent, and the oral arguments addressed by the
counsel for the claimants, I, N.N. Malhotra, Sole Arbitrator,
appointed under clause 16 of the supply order dated
26.2.1983, according to which the parties, i.e. M/S Oil and
Natural Gas Commission and the Pacific Cement Co., Inc.
can refer the dispute to the sole arbitration under the
provision of the Arbitration Act. 1940, do hereby award and
direct as follows:-
The Respondent will pay the following to the claimant:-
1. Amount received by the Respondent
against the letter of credit No. 11/19 dated
28.2.1983 - - - US $ 477,300.00
2. Re-imbursement of expenditure incurred
by the claimant on the inspection teams
visit to Philippines in August 1985
- - - US $ 3,881.00
3. L. C. Establishment charges incurred
by the claimant
- - - US $ 1,252.82
4. Loss of interest suffered by claimant
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from 21.6.83 to 23.7.88
- - - US $ 417,169.95
Total amount of award - - -
US $ 899,603.77
In addition to the above, the respondent would also be
liable to pay to the claimant the interest at the rate of 6% on
the above amount, with effect from 24.7.1988 upto the
actual date of payment by the Respondent in full settlement
of the claim as awarded or the date of the decree, whichever
is earlier.
I determine the cost at Rs. 70,000/- equivalent to US
$5,000 towards the expenses on Arbitration, legal
expenses, stamps duly incurred by the claimant. The cost
will be shared by the parties in equal proportion.
Pronounced at Dehra Dun to-day, the 23rd of July
1988.ii
To enable the petitioner to execute the above award in its favor, it filed
a Petition before the Court of the Civil Judge in Dehra Dun, India
(hereinafter referred to as the foreign court for brevity), praying that
the decision of the arbitrator be made the Rule of Court in India. The
foreign court issued notices to the private respondent for filing
objections to the petition. The private respondent complied and sent
its objections dated January 16, 1989. Subsequently, the said court
directed the private respondent to pay the filing fees in order that the
latters objections could be given consideration. Instead of paying the
required filing fees, the private respondent sent the following
communication addressed to the Civil Judge of Dehra Dun:
The Civil Judge
Dehra Dun (U.P.) India
Re: Misc. Case No. 5 of 1989
M/S Pacific Cement Co.,
Inc. vs. ONGC Case
Sir:
 1. We received your letter dated 28 April
1989 only last 18 May 1989.
2. Please inform us how much is the court
fee to be paid. Your letter did not
mention the amount to be paid.
3. Kindly give us 15 days from receipt of
your letter advising us how much to pay
to comply with the same.
Thank you for your kind consideration.
Pacific Cement Co., Inc.
By:
Jose Cortes, Jr.
Presidentiii
Without responding to the above communication, the foreign
court refused to admit the private respondents objections for failure to
pay the required filing fees, and thereafter issued an Order on
February 7, 1990, to wit:
ORDER
Since objections filed by defendant have been rejected
through Misc. Suit No. 5 on 7.2.90, therefore, award should
be made Rule of the Court.
ORDER
Award dated 23.7.88, Paper No. 3/B-1 is made Rule of
the Court. On the basis of conditions of award decree is
passed. Award Paper No. 3/B-1 shall be a part of the decree.
The plaintiff shall also be entitled to get from defendant (US$
899, 603.77 (US$ Eight Lakhs ninety nine thousand six
hundred and three point seventy seven only) along with 9%
interest per annum till the last date of realisation. iv
Despite notice sent to the private respondent of the foregoing
order and several demands by the petitioner for compliance therewith,
the private respondent refused to pay the amount adjudged by the
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foreign court as owing to the petitioner. Accordingly, the petitioner filed
a complaint with Branch 30 of the Regional Trial Court (RTC) of
Surigao City for the enforcement of the aforementioned judgment of
the foreign court. The private respondent moved to dismiss the
complaint on the following grounds: (1) plaintiffs lack of legal capacity
to sue; (2) lack of cause of action; and (3) plaintiffs claim or demand
has been waived, abandoned, or otherwise extinguished. The
petitioner filed its opposition to the said motion to dismiss, and the
private respondent, its rejoinder thereto. On January 3, 1992, the RTC
issued an order upholding the petitioners legal capacity to sue, albeit
dismissing the complaint for lack of a valid cause of action. The RTC
held that the rule prohibiting foreign corporations transacting business
in the Philippines without a license from maintaining a suit in Philippine
courts admits of an exception, that is, when the foreign corporation is
suing on an isolated transaction as in this case. v Anent the issue of
the sufficiency of the petitioners cause of action, however, the RTC
found the referral of the dispute between the parties to the arbitrator
under Clause 16 of their contract erroneous. According to the RTC,
[a] perusal of the above-quoted clause (Clause 16)
readily shows that the matter covered by its terms is limited
to ALL QUESTIONS AND DISPUTES, RELATING TO THE
MEANING OF THE SPECIFICATION, DESIGNS,
DRAWINGS AND INSTRUCTIONS HEREIN BEFORE
MENTIONED and as to the QUALITY OF WORKMANSHIP
OF THE ITEMS ORDERED or as to any other questions,
claim, right or thing whatsoever, but qualified to IN ANY
WAY ARISING OR RELATING TO THE SUPPLY
ORDER/CONTRACT, DESIGN, DRAWING,
SPECIFICATION, etc., repeating the enumeration in the
opening sentence of the clause.
The court is inclined to go along with the observation of
the defendant that the breach, consisting of the non-delivery
of the purchased materials, should have been properly
litigated before a court of law, pursuant to Clause No. 15 of
the Contract/Supply Order, herein quoted, to wit:
JURISDICTION
All questions, disputes and differences,
arising under out of or in connection with this
 supply order, shall be subject to the EXCLUSIVE
JURISDICTION OF THE COURT, within the local
limits of whose jurisdiction and the place from
which this supply order is situated.vi
The RTC ruled that the arbitration proceedings was null and void
because the submission of the dispute to the arbitrator was a mistake
of law or fact amounting to want of jurisdiction. It then concluded that
petitioner acquired no enforceable right under the foreign courts
judgment because of the invalid adoption of the arbitrators award.vii
On appeal, the Court of Appeals affirmed the trial courts ruling that the
arbitrator did not have jurisdiction over the dispute and that the full text
of the foreign courts judgment did not contain any findings of facts and
law but merely a simplistic decision containing literally, only the
dispositive portionviii in contravention of the Constitution. ix The
appellate court ruled further that the dismissal of the private
respondents objections for non-payment of the required legal fees,
without the foreign court first replying to the private respondents query
as to the amount of legal fees to be paid, constituted want of notice or
violation of due process. Finally, the Court of Appeals held that the
arbitration proceeding was defective because the arbitrator was
appointed solely by the petitioner, and the fact that the arbitrator was
a former employee of the latter gives rise to a presumed bias on his
part in favor of the petitioner.x
After petitioners motion for reconsideration was denied, it brought
a petition for review on certiorari to this Court,xi wherein the threshold
issue raised was the enforceability of the foreign judgment rendered
by the Civil Judge of Dehra Dun, India in favor of petitioner and against
private respondent --- the resolution of which hinges on whether or not
the arbitrator had jurisdiction over the dispute between the said two
parties under Clause 16 of the contract. On July 23, 1998, this Court,
as stated, rendered the assailed Decision in favor of petitioner, the
dispositive portion of which reads:
WHEREFORE, the instant petition is GRANTED, and the
assailed decision of the Court of Appeals sustaining the trial courts
dismissal of the OIL AND NATURAL GAS COMMISSIONs complaint
in Civil Case No. 4006 before Branch 30 of the RTC of Surigao City is
REVERSED, and another in its stead is hereby rendered ORDERING
private respondent PACIFIC CEMENT COMPANY, INC. to pay to
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petitioner the amounts adjudged in the foreign judgment subject of
said case.
SO ORDERED.
The dispute is within the jurisdiction of the arbitrator pursuant to
Clause 16 of the contract which provides:
Except where otherwise provided in the supply order/contract all
questions and disputes, relating to the meaning of the specification
designs, drawings and instructions herein before mentioned and as to
quality of workmanship of the items ordered or as to any other
question, claim, right or thing whatsoever, in any way arising out of or
relating to the supply order/contract design, drawing, specification,
instruction or these conditions or otherwise concerning the materials
or the execution or failure to execute the same during
stipulated/extended period or after the completion/abandonment
thereof shall be referred to the sole arbitration of the persons
appointed by Member of the Commission at the time of dispute. It will
be no objection to any such appointment that the arbitrator so
appointed is a Commission employer (sic) that he had to deal with the
matter to which the supply or contract relates and that in the course of
his duties as Commissions employee he had expressed views on all
or any of the matter in dispute or difference.xii
This Court reiterates its ruling in the Decision of July 23, 1998, to
wit:
The dispute between the parties had its origin in the non-delivery of
the 4,300 metric tons of oil well cement to the petitioner. The primary
question that may be posed, therefore, is whether or not the non-
delivery of the said cargo is a proper subject for arbitration under the
above-quoted Clause 16. The petitioner contends that the same was
a matter within the purview of Clause 16, particularly the phrase, x x x
or as to any other questions, claim, right or thing whatsoever, in any
way arising or relating to the supply order/contract, design, drawing,
specification, instruction x x x.xiii It is argued that the foregoing phrase
allows considerable latitude so as to include non-delivery of the cargo
which was a claim, right or thing relating to the supply order/contract.
The contention is bereft of merit. First of all, the petitioner has
misquoted the said phrase, shrewdly inserting a comma between the
words supply order/contract and design where none actually exists.
An accurate reproduction of the phrase reads, x x x or as to any other
question, claim, right or thing whatsoever, in any way arising out of or
relating to the supply order/contract design, drawing, specification,
instruction or these conditions x x x. The absence of a comma
between the words supply order/contract and design indicates that the
former cannot be taken separately but should be viewed in conjunction
with the words design, drawing, specification, instruction or these
conditions. It is thus clear that to fall within the purview of this phrase,
the claim, right or thing whatsoever must arise out of or relate to the
design, drawing, specification, or instruction of the supply
order/contract. The petitioner also insists that the non-delivery of the
cargo is not only covered by the foregoing phrase but also by the
phrase, x x x or otherwise concerning the materials or the execution
or failure to execute the same during the stipulated/extended period
or after completion/abandonment thereof x x x.
x x x. The non-delivery of the oil well cement is definitely not in
the nature of a dispute arising from the failure to execute the supply
order/contract design, drawing, instructions, specifications or quality
of the materials. That Clause 16 should pertain only to matters
involving the technical aspects of the contract is but a logical inference
considering that the underlying purpose of a referral to arbitration is
for such technical matters to be deliberated upon by a person
possessed with the required skill and expertise which may be
otherwise absent in the regular courts.
This Court agrees with the appellate court in its ruling that the
non-delivery of the oil well cement is a matter properly cognizable by
the regular courts as stipulated by the parties in Clause 15 of their
contract:
All questions, disputes and differences, arising under
out of or in connection with this supply order, shall be subject
to the exclusive jurisdiction of the court, within the local limits
of whose jurisdiction and the place from which this supply
order is situated.xiv
If Clause 16 would be interpreted to include even the non-delivery
of the oil well cement, it would render Clause 15 a surplusage.
Manifestly clear from Clause 16 is that the arbitration is not the only
means of settling disputes between the parties. Precisely, it is prefixed
with the proviso, Except where otherwise provided in the supply
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order/contract x x x, thus indicating that the jurisdiction of the arbitrator
is not all encompassing, and admits of exceptions as may be provided
elsewhere in the supply order/contract. So as not to negate one
provision against the other, Clause 16 should be confined to all claims
or disputes arising from or relating to the design, drawing, instructions,
specifications or quality of the materials of the supply order/contract,
and Clause 15 to cover all other claims or disputes.
However, private respondent alleges that the foreign courts
judgment is not enforceable in this jurisdiction because it failed to
contain a statement of the facts and the law upon which the award in
favor of petitioner was based. The foreign judgment sought to be
enforced reads:
ORDER
Since objections filed by defendant have been rejected through
Misc. Suit No. 5 on 7.2.90, therefore, award should be made Rule of
the Court.
ORDER
Award dated 23.7.88, Paper No. 3/B-1 is made Rule of the Court.
On the basis of conditions of award decree is passed. Award Paper
No. 3/B-1 shall be a part of the decree. The plaintiff shall also be
entitled to get from defendant ( US$ 899, 603.77 (US$ Eight Lakhs
ninety nine thousand six hundred and three point seventy seven only)
alongwith 9% interest per annum till the last date of realisation.
(Emphasis supplied).xv
The foreign court explicitly declared in its Order that Award Paper
No. 3/B-1 shall be part of the decree. This curt ruling of the foreign
court may be categorized in the nature of memorandum decisions or
those which adopt by reference the findings of facts and conclusions
of law of inferior tribunals. In this jurisdiction, it has been held that
memorandum decisions do not transgress the constitutional
requirement in Article VIII, Section 14, on clearly and distinctly stating
the facts and the law on which the decision is based. xvi Nonetheless,
it would be more prudent for a memorandum decision not to be simply
limited to the dispositive portion but to state the nature of the case,
summarize the facts with references to the record, and contain a
statement of the applicable laws and jurisprudence and the tribunals
assessments and conclusions on the case. This practice would better
enable a court to make an appropriate consideration of whether the
dispositive portion of the judgment sought to be enforced is consistent
with the findings of facts and conclusions of law made by the tribunal
that rendered the decision. This is particularly true where the
decisions, orders, or resolutions came from a court in another
jurisdiction. Otherwise, the enforcement of the decisions would be
based on presumptions that laws in other jurisdictions are similar to
our laws, at the expense of justice based on the merits.
Moreover, the constitutional guideline set forth in Article VIII,
Section 14 cannot prevail over the fundamental elements of due
process. Matters of procedure even if laid down in the Constitution
must be tempered by substantial justice provided it has factual and
legal basis. Considering that the case involves significant properties,
the overriding consideration of a judgment based on the merits should
prevail over the primordial interests of strict enforcement on matters
of technicalities. Procedural lapses, absent any collusion or intent to
defraud the parties or mislead the tribunals, should not be allowed to
defeat the claim of a party who is not well-informed in the technical
aspects of the case but whose interest is merely to enforce what he
believes to be his rightful claim.
In this case, considering that petitioner simply prayed for the
remand of the case to the lower court, the outright ruling and
adherence to the foreign courts order adopting by reference another
entitys findings and conclusion was misplaced. The adjudication of
this case demands a full ventilation of the facts and issues and the
presentation of their respective arguments in support and in rebuttal
of the claims of the contending parties. This is all the more applicable
herein since the Court is not a trier of facts, xvii but oftentimes simply
relies on the cold pages of the silent records of the case.
ACCORDINGLY, in the interest of due process, the case is
REMANDED to the Regional Trial Court of Surigao City for further
proceedings.
SO ORDERED.
Melo, (Chairman), and Puno, JJ., concur.
Mendoza, J., took no part.

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 SECOND DIVISION
[G.R. No. 114323. July 23, 1998]
OIL AND NATURAL GAS COMMISSION, petitioner, vs. COURT OF
APPEALS and PACIFIC CEMENT COMPANY, INC.
respondents.
DECISION
MARTINEZ, J.:
This proceeding involves the enforcement of a foreign judgment
rendered by the Civil Judge of Dehra Dun, India in favor of the
petitioner, OIL AND NATURAL GAS COMMISSION and against the
private respondent, PACIFIC CEMENT COMPANY,
INCORPORATED.
The petitioner is a foreign corporation owned and controlled by
the Government of India while the private respondent is a private
corporation duly organized and existing under the laws of the
Philippines. The present conflict between the petitioner and the private
respondent has its roots in a contract entered into by and between
both parties on February 26, 1983 whereby the private respondent
undertook to supply the petitioner FOUR THOUSAND THREE
HUNDRED (4,300) metric tons of oil well cement. In consideration
therefor, the petitioner bound itself to pay the private respondent the
amount of FOUR HUNDRED SEVENTY-SEVEN THOUSAND
THREE HUNDRED U.S. DOLLARS ($477,300.00) by opening an
irrevocable, divisible, and confirmed letter of credit in favor of the latter.
The oil well cement was loaded on board the ship MV SURUTANA
NAVA at the port of Surigao City, Philippines for delivery at Bombay
and Calcutta, India. However, due to a dispute between the shipowner
and the private respondent, the cargo was held up in Bangkok and did
not reach its point of destination. Notwithstanding the fact that the
private respondent had already received payment and despite several
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demands made by the petitioner, the private respondent failed to
deliver the oil well cement. Thereafter, negotiations ensued between
the parties and they agreed that the private respondent will replace
the entire 4,300 metric tons of oil well cement with Class G cement
cost free at the petitioners designated port. However, upon inspection,
the Class G cement did not conform to the petitioners specifications.
The petitioner then informed the private respondent that it was
referring its claim to an arbitrator pursuant to Clause 16 of their
contract which stipulates:
Except where otherwise provided in the supply
order/contract all questions and disputes, relating to the
meaning of the specification designs, drawings and
instructions herein before mentioned and as to quality of
workmanship of the items ordered or as to any other
question, claim, right or thing whatsoever, in any way arising
out of or relating to the supply order/contract design,
drawing, specification, instruction or these conditions or
otherwise concerning the materials or the execution or
failure to execute the same during stipulated/extended
period or after the completion/abandonment thereof shall be
referred to the sole arbitration of the persons appointed by
Member of the Commission at the time of dispute. It will be
no objection to any such appointment that the arbitrator so
appointed is a Commission employer (sic) that he had to
deal with the matter to which the supply or contract relates
and that in the course of his duties as Commissions
employee he had expressed views on all or any of the matter
in dispute or difference.
The arbitrator to whom the matter is originally referred
being transferred or vacating his office or being unable to act
for any reason the Member of the Commission shall appoint
another person to act as arbitrator in acordance with the
terms of the contract/supply order. Such person shall be
entitled to proceed with reference from the stage at which it
was left by his predecessor. Subject as aforesaid the
provisions of the Arbitration Act, 1940, or any Statutary
modification or re-enactment there of and the rules made
there under and for the time being in force shall apply to the
arbitration proceedings under this clause.
 The arbitrator may with the consent of parties enlarge claimant
the time, from time to time, to make and publish the award. from 21.6.83 to 23.7.88 - - - US $
417,169.95
The venue for arbitration shall be at Dehra dun. xviii
Total amount of award - - - US $ 899,603.77
On July 23, 1988, the chosen arbitrator, one Shri N.N. Malhotra,
resolved the dispute in petitioners favor setting forth the arbitral award In addition to the above, the respondent would also be
as follows: liable to pay to the claimant the interest at the rate of 6% on
the above amount, with effect from 24.7.1988 upto the
NOW THEREFORE after considering all facts of the actual date of payment by the Respondent in full settlement
case, the evidence, oral and documentarys adduced by the of the claim as awarded or the date of the decree, whichever
claimant and carefully examining the various written is earlier.
statements, submissions, letters, telexes, etc. sent by the
respondent, and the oral arguments addressed by the I determine the cost at Rs. 70,000/- equivalent to US
counsel for the claimants, I, N.N. Malhotra, Sole Arbitrator, $5,000 towards the expenses on Arbitration, legal
appointed under clause 16 of the supply order dated expenses, stamps duly incurred by the claimant. The cost
26.2.1983, according to which the parties, i.e. M/S Oil and will be shared by the parties in equal proportion.
Natural Gas Commission and the Pacific Cement Co., Inc.
can refer the dispute to the sole arbitration under the Pronounced at Dehra Dun to-day, the 23rd of July
provision of the Arbitration Act. 1940, do hereby award and 1988.xix
direct as follows:- To enable the petitioner to execute the above award in its favor, it filed
The Respondent will pay the following to the a Petition before the Court of the Civil Judge in Dehra Dun, India
claimant :- (hereinafter referred to as the foreign court for brevity), praying that
the decision of the arbitrator be made the Rule of Court in India. The
1. Amount received by the foreign court issued notices to the private respondent for filing
Respondent objections to the petition. The private respondent complied and sent
against the letter of credit No. 11/19 its objections dated January 16, 1989. Subsequently, the said court
dated 28.2.1983 directed the private respondent to pay the filing fees in order that the
- - - US $ 477,300.00 latters objections could be given consideration. Instead of paying the
required filing fees, the private respondent sent the following
2. Re-imbursement of expenditure communication addressed to the Civil Judge of Dehra Dun:
incurred
by the claimant on the inspection The Civil Judge
teams Dehra Dun (U.P.) India
visit to Philippines in August 1985 Re: Misc. Case No. 5 of 1989
- - - US$ 3,881.00 M/S Pacific Cement Co.,
Inc. vs. ONGC Case
3. L. C. Establishment charges
incurred Sir:
by the claimant - - - US $ 1,252.82
1. We received your letter dated 28 April 1989
4. Loss of interest suffered by only last 18 May 1989.

8|Page
 2. Please inform us how much is the court fee
to be paid. Your letter did not mention the
amount to be paid.
3. Kindly give us 15 days from receipt of your
letter advising us how much to pay to
comply with the same.
Thank you for your kind consideration.
Pacific Cement Co., Inc.
By:
Jose Cortes, Jr.
President"xx
Without responding to the above communication, the foreign
court refused to admit the private respondents objections for failure to
pay the required filing fees, and thereafter issued an Order on
February 7, 1990, to wit:
ORDER
Since objections filed by defendant have been rejected
through Misc. Suit No. 5 on 7.2.90, therefore, award should
be made Rule of the Court.
ORDER
Award dated 23.7.88, Paper No. 3/B-1 is made Rule of
the Court. On the basis of conditions of award decree is
passed. Award Paper No. 3/B-1 shall be a part of the decree.
The plaintiff shall also be entitled to get from defendant (US$
899, 603.77 (US$ Eight Lakhs ninety nine thousand six
hundred and three point seventy seven only) alongwith 9%
interest per annum till the last date of realisation. xxi
Despite notice sent to the private respondent of the foregoing
order and several demands by the petitioner for compliance therewith,
the private respondent refused to pay the amount adjudged by the
foreign court as owing to the petitioner. Accordingly, the petitioner filed
a complaint with Branch 30 of the Regional Trial Court (RTC) of
Surigao City for the enforcement of the aforementioned judgment of
the foreign court. The private respondent moved to dismiss the
complaint on the following grounds: (1) plaintiffs lack of legal capacity
9|Page
to sue; (2) lack of cause of action; and (3) plaintiffs claim or demand
has been waived, abandoned, or otherwise extinguished. The
petitioner filed its opposition to the said motion to dismiss, and the
private respondent, its rejoinder thereto. On January 3, 1992, the RTC
issued an order upholding the petitioners legal capacity to sue, albeit
dismissing the complaint for lack of a valid cause of action. The RTC
held that the rule prohibiting foreign corporations transacting business
in the Philippines without a license from maintaining a suit in Philippine
courts admits of an exception, that is, when the foreign corporation is
suing on an isolated transaction as in this case. xxii Anent the issue of
the sufficiency of the petitioners cause of action, however, the RTC
found the referral of the dispute between the parties to the arbitrator
under Clause 16 of their contract erroneous. According to the RTC,
[a] perusal of the above-quoted clause (Clause 16)
readily shows that the matter covered by its terms is limited
to ALL QUESTIONS AND DISPUTES, RELATING TO THE
MEANING OF THE SPECIFICATION, DESIGNS,
DRAWINGS AND INSTRUCTIONS HEREIN BEFORE
MENTIONED and as to the QUALITY OF WORKMANSHIP
OF THE ITEMS ORDERED or as to any other questions,
claim, right or thing whatsoever, but qualified to IN ANY
WAY ARISING OR RELATING TO THE SUPPLY
ORDER/CONTRACT, DESIGN, DRAWING,
SPECIFICATION, etc., repeating the enumeration in the
opening sentence of the clause.
The court is inclined to go along with the observation of
the defendant that the breach, consisting of the non-delivery
of the purchased materials, should have been properly
litigated before a court of law, pursuant to Clause No. 15 of
the Contract/Supply Order, herein quoted, to wit:
JURISDICTION
All questions, disputes and differences,
arising under out of or in connection with this
supply order, shall be subject to the EXCLUSIVE
JURISDICTION OF THE COURT, within the local
limits of whose jurisdiction and the place from
which this supply order is situated.xxiii
The RTC characterized the erroneous submission of the dispute to the
arbitrator as a mistake of law or fact amounting to want of jurisdiction.
Consequently, the proceedings had before the arbitrator were null and
void and the foreign court had therefore, adopted no legal award which
could be the source of an enforceable right. xxiv
The petitioner then appealed to the respondent Court of Appeals
which affirmed the dismissal of the complaint. In its decision, the
appellate court concurred with the RTCs ruling that the arbitrator did
not have jurisdiction over the dispute between the parties, thus, the
foreign court could not validly adopt the arbitrators award. In addition,
the appellate court observed that the full text of the judgment of the
foreign court contains the dispositive portion only and indicates no
findings of fact and law as basis for the award. Hence, the said
judgment cannot be enforced by any Philippine court as it would
violate the constitutional provision that no decision shall be rendered
by any court without expressing therein clearly and distinctly the facts
and the law on which it is based.xxv The appellate court ruled further
that the dismissal of the private respondents objections for non-
payment of the required legal fees, without the foreign court first
replying to the private respondents query as to the amount of legal
fees to be paid, constituted want of notice or violation of due process.
Lastly, it pointed out that the arbitration proceeding was defective
because the arbitrator was appointed solely by the petitioner, and the
fact that the arbitrator was a former employee of the latter gives rise
to a presumed bias on his part in favor of the petitioner.xxvi
A subsequent motion for reconsideration by the petitioner of the
appellate courts decision was denied, thus, this petition for review on
certiorari citing the following as grounds in support thereof:
RESPONDENT COURT OF APPEALS GRAVELY ERRED
IN AFFIRMING THE LOWER COURTS ORDER OF
DISMISSAL SINCE:
A. THE NON-DELIVERY OF THE CARGO WAS A MATTER
PROPERLY COGNIZABLE BY THE PROVISIONS OF
CLAUSE 16 OF THE CONTRACT;
B. THE JUDGMENT OF THE CIVIL COURT OF DEHRADUN,
INDIA WAS AN AFFIRMATION OF THE FACTUAL AND
LEGAL FINDINGS OF THE ARBITRATOR AND THEREFORE
10 | P a g e
ENFORCEABLE IN THIS JURISDICTION;
C. EVIDENCE MUST BE RECEIVED TO REPEL THE EFFECT
OF A PRESUMPTIVE RIGHT UNDER A FOREIGN
JUDGMENT.xxvii
The threshold issue is whether or not the arbitrator had
jurisdiction over the dispute between the petitioner and the private
respondent under Clause 16 of the contract. To reiterate, Clause 16
provides as follows:
Except where otherwise provided in the supply
order/contract all questions and disputes, relating to the
meaning of the specification designs, drawings and
instructions herein before mentioned and as to quality of
workmanship of the items ordered or as to any other
question, claim, right or thing whatsoever, in any way arising
out of or relating to the supply order/contract design,
drawing, specification, instruction or these conditions or
otherwise concerning the materials or the execution or
failure to execute the same during stipulated/extended
period or after the completion/abandonment thereof shall be
referred to the sole arbitration of the persons appointed by
Member of the Commission at the time of dispute. It will be
no objection to any such appointment that the arbitrator so
appointed is a Commission employer (sic) that he had to
deal with the matter to which the supply or contract relates
and that in the course of his duties as Commissions
employee he had expressed views on all or any of the matter
in dispute or difference.xxviii
The dispute between the parties had its origin in the non-delivery
of the 4,300 metric tons of oil well cement to the petitioner. The primary
question that may be posed, therefore, is whether or not the non-
delivery of the said cargo is a proper subject for arbitration under the
above-quoted Clause 16. The petitioner contends that the same was
a matter within the purview of Clause 16, particularly the phrase, x x x
or as to any other questions, claim, right or thing whatsoever, in any
way arising or relating to the supply order/contract, design, drawing,
specification, instruction x x x.xxix It is argued that the foregoing phrase
allows considerable latitude so as to include non-delivery of the cargo
which was a claim, right or thing relating to the supply order/contract.
The contention is bereft of merit. First of all, the petitioner has
misquoted the said phrase, shrewdly inserting a comma between the
words supply order/contract and design where none actually exists.
An accurate reproduction of the phrase reads, x x x or as to any other
question, claim, right or thing whatsoever, in any way arising out of or
relating to the supply order/contract design, drawing, specification,
instruction or these conditions x x x. The absence of a comma
between the words supply order/contract and design indicates that the
former cannot be taken separately but should be viewed in conjunction
with the words design, drawing, specification, instruction or these
conditions. It is thus clear that to fall within the purview of this phrase,
the claim, right or thing whatsoever must arise out of or relate to the
design, drawing, specification, or instruction of the supply
order/contract. The petitioner also insists that the non-delivery of the
cargo is not only covered by the foregoing phrase but also by the
phrase, x x x or otherwise concerning the materials or the execution
or failure to execute the same during the stipulated/extended period
or after completion/abandonment thereof x x x.
The doctrine of noscitur a sociis, although a rule in the
construction of statutes, is equally applicable in the ascertainment of
the meaning and scope of vague contractual stipulations, such as the
aforementioned phrase. According to the maxim noscitur a sociis,
where a particular word or phrase is ambiguous in itself or is equally
susceptible of various meanings, its correct construction may be made
clear and specific by considering the company of the words in which it
is found or with which it is associated, or stated differently, its obscurity
or doubt may be reviewed by reference to associated words.xxx A close
examination of Clause 16 reveals that it covers three matters which
may be submitted to arbitration namely,
(1) all questions and disputes, relating to the meaning of the
specification designs, drawings and instructions herein
before mentioned and as to quality of workmanship of the
items ordered; or
(2) any other question, claim, right or thing whatsoever, in
any way arising out of or relating to the supply
order/contract design, drawing, specification, instruction
or these conditions; or
(3) otherwise concerning the materials or the execution or
11 | P a g e
failure to execute the same during stipulated/extended
period or after the completion/abandonment thereof.
The first and second categories unmistakably refer to questions
and disputes relating to the design, drawing, instructions,
specifications or quality of the materials of the supply/order contract.
In the third category, the clause, execution or failure to execute the
same, may be read as execution or failure to execute the supply
order/contract. But in accordance with the doctrine of noscitur a sociis,
this reference to the supply order/contract must be construed in the
light of the preceding words with which it is associated, meaning to
say, as being limited only to the design, drawing, instructions,
specifications or quality of the materials of the supply order/contract.
The non-delivery of the oil well cement is definitely not in the nature of
a dispute arising from the failure to execute the supply order/contract
design, drawing, instructions, specifications or quality of the materials.
That Clause 16 should pertain only to matters involving the technical
aspects of the contract is but a logical inference considering that the
underlying purpose of a referral to arbitration is for such technical
matters to be deliberated upon by a person possessed with the
required skill and expertise which may be otherwise absent in the
regular courts.
This Court agrees with the appellate court in its ruling that the
non-delivery of the oil well cement is a matter properly cognizable by
the regular courts as stipulated by the parties in Clause 15 of their
contract:
All questions, disputes and differences, arising under
out of or in connection with this supply order, shall be subject
to the exclusive jurisdiction of the court, within the local limits
of whose jurisdiction and the place from which this supply
order is situated.xxxi
The following fundamental principles in the interpretation of contracts
and other instruments served as our guide in arriving at the foregoing
conclusion:
"ART. 1373. If some stipulation of any contract should
admit of several meanings, it shall be understood as bearing
that import which is most adequate to render it effectual." xxxii
 ART. 1374. The various stipulations of a contract shall
be interpreted together, attributing to the doubtful ones that
sense which may result from all of them taken jointly. xxxiii
Sec. 11. Instrument construed so as to give effect to all
provisions. In the construction of an instrument, where there
are several provisions or particulars, such a construction is,
if possible, to be adopted as will give effect to all. xxxiv
Thus, this Court has held that as in statutes, the provisions of a
contract should not be read in isolation from the rest of the instrument
but, on the contrary, interpreted in the light of the other related
provisions.xxxv The whole and every part of a contract must be
considered in fixing the meaning of any of its parts and in order to
produce a harmonious whole. Equally applicable is the canon of
construction that in interpreting a statute (or a contract as in this case),
care should be taken that every part thereof be given effect, on the
theory that it was enacted as an integrated measure and not as a
hodge-podge of conflicting provisions. The rule is that a construction
that would render a provision inoperative should be avoided; instead,
apparently inconsistent provisions should be reconciled whenever
possible as parts of a coordinated and harmonious whole. xxxvi
The petitioners interpretation that Clause 16 is of such latitude as
to contemplate even the non-delivery of the oil well cement would in
effect render Clause 15 a mere superfluity. A perusal of Clause 16
shows that the parties did not intend arbitration to be the sole means
of settling disputes. This is manifest from Clause 16 itself which is
prefixed with the proviso, Except where otherwise provided in the
supply order/contract x x x, thus indicating that the jurisdiction of the
arbitrator is not all encompassing, and admits of exceptions as may
be provided elsewhere in the supply order/contract. We believe that
the correct interpretation to give effect to both stipulations in the
contract is for Clause 16 to be confined to all claims or disputes arising
from or relating to the design, drawing, instructions, specifications or
quality of the materials of the supply order/contract, and for Clause 15
to cover all other claims or disputes.
The petitioner then asseverates that granting, for the sake of
argument, that the non-delivery of the oil well cement is not a proper
subject for arbitration, the failure of the replacement cement to
conform to the specifications of the contract is a matter clearly falling
12 | P a g e
within the ambit of Clause 16. In this contention, we find merit. When
the 4,300 metric tons of oil well cement were not delivered to the
petitioner, an agreement was forged between the latter and the private
respondent that Class G cement would be delivered to the petitioner
as replacement. Upon inspection, however, the replacement cement
was rejected as it did not conform to the specifications of the contract.
Only after this latter circumstance was the matter brought before the
arbitrator. Undoubtedly, what was referred to arbitration was no longer
the mere non-delivery of the cargo at the first instance but also the
failure of the replacement cargo to conform to the specifications of the
contract, a matter clearly within the coverage of Clause 16.
The private respondent posits that it was under no legal obligation
to make replacement and that it undertook the latter only in the spirit
of liberality and to foster good business relationship. xxxvii Hence, the
undertaking to deliver the replacement cement and its subsequent
failure to conform to specifications are not anymore subject of the
supply order/contract or any of the provisions thereof. We disagree.
As per Clause 7 of the supply order/contract, the private
respondent undertook to deliver the 4,300 metric tons of oil well
cement at BOMBAY (INDIA) 2181 MT and CALCUTTA 2119 MT. xxxviii
The failure of the private respondent to deliver the cargo to the
designated places remains undisputed. Likewise, the fact that the
petitioner had already paid for the cost of the cement is not contested
by the private respondent. The private respondent claims, however,
that it never benefited from the transaction as it was not able to recover
the cargo that was unloaded at the port of Bangkok.xxxix First of all,
whether or not the private respondent was able to recover the cargo
is immaterial to its subsisting duty to make good its promise to deliver
the cargo at the stipulated place of delivery. Secondly, we find it
difficult to believe this representation. In its Memorandum filed before
this Court, the private respondent asserted that the Civil Court of
Bangkok had already ruled that the non-delivery of the cargo was due
solely to the fault of the carrier.xl It is, therefore, but logical to assume
that the necessary consequence of this finding is the eventual
recovery by the private respondent of the cargo or the value thereof.
What inspires credulity is not that the replacement was done in the
spirit of liberality but that it was undertaken precisely because of the
private respondents recognition of its duty to do so under the supply
order/contract, Clause 16 of which remains in force and effect until the
full execution thereof.
We now go to the issue of whether or not the judgment of the
foreign court is enforceable in this jurisdiction in view of the private
respondents allegation that it is bereft of any statement of facts and
law upon which the award in favor of the petitioner was based. The
pertinent portion of the judgment of the foreign court reads:
ORDER
Award dated 23.7.88, Paper No. 3/B-1 is made Rule of
the Court. On the basis of conditions of award decree is
passed. Award Paper No. 3/B-1 shall be a part of the decree.
The plaintiff shall also be entitled to get from defendant (
US$ 899, 603.77 (US$ Eight Lakhs ninety nine thousand six
hundred and three point seventy seven only) alongwith 9%
interest per annum till the last date of realisation. xli
As specified in the order of the Civil Judge of Dehra Dun, Award
Paper No. 3/B-1 shall be a part of the decree. This is a categorical
declaration that the foreign court adopted the findings of facts and law
of the arbitrator as contained in the latters Award Paper. Award Paper
No. 3/B-1, contains an exhaustive discussion of the respective claims
and defenses of the parties, and the arbitrators evaluation of the same.
Inasmuch as the foregoing is deemed to have been incorporated into
the foreign courts judgment the appellate court was in error when it
described the latter to be a simplistic decision containing literally, only
the dispositive portion.xlii
The constitutional mandate that no decision shall be rendered by
any court without expressing therein clearly and distinctly the facts and
the law on which it is based does not preclude the validity of
memorandum decisions which adopt by reference the findings of fact
and conclusions of law contained in the decisions of inferior tribunals.
In Francisco v. Permskul,xliii this Court held that the following
memorandum decision of the Regional Trial Court of Makati did not
transgress the requirements of Section 14, Article VIII of the
Constitution:
MEMORANDUM DECISION
After a careful perusal, evaluation and study of the
records of this case, this Court hereby adopts by reference
13 | P a g e
the findings of fact and conclusions of law contained in the
decision of the Metropolitan Trial Court of Makati, Metro
Manila, Branch 63 and finds that there is no cogent reason
to disturb the same.
WHEREFORE, judgment appealed from is hereby
affirmed in toto.xliv (Underscoring supplied.)
This Court had occasion to make a similar pronouncement in the
earlier case of Romero v. Court of Appeals,xlv where the assailed
decision of the Court of Appeals adopted the findings and disposition
of the Court of Agrarian Relations in this wise:
We have, therefore, carefully reviewed the evidence
and made a re-assessment of the same, and We are
persuaded, nay compelled, to affirm the correctness of the
trial courts factual findings and the soundness of its
conclusion. For judicial convenience and expediency,
therefore, We hereby adopt by way of reference, the findings
of facts and conclusions of the court a quo spread in its
decision, as integral part of this Our decision.xlvi
(Underscoring supplied)
Hence, even in this jurisdiction, incorporation by reference is allowed
if only to avoid the cumbersome reproduction of the decision of the
lower courts, or portions thereof, in the decision of the higher court.xlvii
This is particularly true when the decision sought to be incorporated is
a lengthy and thorough discussion of the facts and conclusions arrived
at, as in this case, where Award Paper No. 3/B-1 consists of eighteen
(18) single spaced pages.
Furthermore, the recognition to be accorded a foreign judgment
is not necessarily affected by the fact that the procedure in the courts
of the country in which such judgment was rendered differs from that
of the courts of the country in which the judgment is relied on.xlviii This
Court has held that matters of remedy and procedure are governed by
the lex fori or the internal law of the forum.xlix Thus, if under the
procedural rules of the Civil Court of Dehra Dun, India, a valid
judgment may be rendered by adopting the arbitrators findings, then
the same must be accorded respect. In the same vein, if the procedure
in the foreign court mandates that an Order of the Court becomes final
and executory upon failure to pay the necessary docket fees, then the
courts in this jurisdiction cannot invalidate the order of the foreign court
simply because our rules provide otherwise.
The private respondent claims that its right to due process had
been blatantly violated, first by reason of the fact that the foreign court
never answered its queries as to the amount of docket fees to be paid
then refused to admit its objections for failure to pay the same, and
second, because of the presumed bias on the part of the arbitrator
who was a former employee of the petitioner.
Time and again this Court has held that the essence of due
process is to be found in the reasonable opportunity to be heard and
submit any evidence one may have in support of ones defense l or
stated otherwise, what is repugnant to due process is the denial of
opportunity to be heard.li Thus, there is no violation of due process
even if no hearing was conducted, where the party was given a chance
to explain his side of the controversy and he waived his right to do so. lii
In the instant case, the private respondent does not deny the fact
that it was notified by the foreign court to file its objections to the
petition, and subsequently, to pay legal fees in order for its objections
to be given consideration. Instead of paying the legal fees, however,
the private respondent sent a communication to the foreign court
inquiring about the correct amount of fees to be paid. On the pretext
that it was yet awaiting the foreign courts reply, almost a year passed
without the private respondent paying the legal fees. Thus, on
February 2, 1990, the foreign court rejected the objections of the
private respondent and proceeded to adjudicate upon the petitioners
claims. We cannot subscribe to the private respondents claim that the
foreign court violated its right to due process when it failed to reply to
its queries nor when the latter rejected its objections for a clearly
meritorious ground. The private respondent was afforded sufficient
opportunity to be heard. It was not incumbent upon the foreign court
to reply to the private respondents written communication. On the
contrary, a genuine concern for its cause should have prompted the
private respondent to ascertain with all due diligence the correct
amount of legal fees to be paid. The private respondent did not act
with prudence and diligence thus its plea that they were not accorded
the right to procedural due process cannot elicit either approval or
sympathy from this Court.liii
The private respondent bewails the presumed bias on the part of
14 | P a g e
the arbitrator who was a former employee of the petitioner. This point
deserves scant consideration in view of the following stipulation in the
contract:
x x x. It will be no objection to any such appointment that the
arbitrator so appointed is a Commission employer (sic) that he had to
deal with the matter to which the supply or contract relates and that in
the course of his duties as Commissions employee he had expressed
views on all or any of the matter in dispute or difference.liv
(Underscoring supplied.)
Finally, we reiterate hereunder our pronouncement in the case of
Northwest Orient Airlines, Inc. v. Court of Appeals lv that:
A foreign judgment is presumed to be valid and binding
in the country from which it comes, until the contrary is
shown. It is also proper to presume the regularity of the
proceedings and the giving of due notice therein.
Under Section 50, Rule 39 of the Rules of Court, a
judgment in an action in personam of a tribunal of a foreign
country having jurisdiction to pronounce the same is
presumptive evidence of a right as between the parties and
their successors-in-interest by a subsequent title. The
judgment may, however, be assailed by evidence of want of
jurisdiction, want of notice to the party, collusion, fraud, or
clear mistake of law or fact. Also, under Section 3 of Rule
131, a court, whether of the Philippines or elsewhere, enjoys
the presumption that it was acting in the lawful exercise of
jurisdiction and has regularly performed its official duty. lvi
Consequently, the party attacking a foreign judgment, the private
respondent herein, had the burden of overcoming the presumption of
its validity which it failed to do in the instant case.
The foreign judgment being valid, there is nothing else left to be
done than to order its enforcement, despite the fact that the petitioner
merely prays for the remand of the case to the RTC for further
proceedings. As this Court has ruled on the validity and enforceability
of the said foreign judgment in this jurisdiction, further proceedings in
the RTC for the reception of evidence to prove otherwise are no longer
necessary.
 WHEREFORE, the instant petition is GRANTED, and the SO ORDERED.
assailed decision of the Court of Appeals sustaining the trial courts
dismissal of the OIL AND NATURAL GAS COMMISSIONs complaint Regalado, (Chairman), Melo, and Puno, JJ., concur.
in Civil Case No. 4006 before Branch 30 of the RTC of Surigao City is Mendoza, J., no part, having taken part in the consideration of
REVERSED, and another in its stead is hereby rendered ORDERING this case below.
private respondent PACIFIC CEMENT COMPANY, INC. to pay to
petitioner the amounts adjudged in the foreign judgment subject of
said case.

i
C. EVIDENCE MUST BE RECEIVED TO REPEL THE EFFECT OF A
Supply Order Contract, ANNEX C to PETITION in G.R. No. 114323, p. 5; PRESUMPTIVE RIGHT UNDER A FOREIGN JUDGMENT. (Petition,
Rollo, p. 114. Supra, p. 9; Rollo, p. 73.).
ii
Arbitral Award dated July 23, 1988, ANNEX D of the Petition, p. 17; Rollo, xii
See Supply Order Contract.
p. 143-144.
xiii
iii
Petition, Supra; pp. 11-12; Rollo, pp. 75-76.
DECISION in CA-G.R. CV NO. 37080 promulgated on October 29, 1993,
xiv
p. 10; Rollo, p. 103; RTC Records, pp. 143-144. Terms and Conditions of Supply Order, ANNEX C-1 of the Petition, p. 8;
iv
Rollo, p. 125-126; RTC Records, pp. 17-26.
ANNEX F of the Petition; Rollo, p. 157.
xv
v
Court of Dehra Dun, Suit No. 677 of 1988, ONGC vs. Pacific Cement, 7-
ORDER in Civil Case No. 4006, ANNEX G of the Petition, p. 1; Rollo, p. 2-90; Rollo, p. 157.
158.
xvi
vi
Francisco v. Permskul, 173 SCRA 324 [1989]; Romero v. Court of
Ibid., p. 4; Rollo, p. 161. Appeals, 147 SCRA 183 (1987).
vii
Ibid., p. 5; Rollo, p. 162. xvii
David-Chan v. CA, 268 SCRA 677 (1997).
viii
CA Decision. Supply Order Contract, ANNEX C to PETITION in G.R. No.
xviii

ix
Constitution, Article VIII, Section 14. 114323, p. 5; Rollo, p. 114.
x
CA Decision, Supra, pp. 8-12; Rollo, pp. 101-105. *Note: The contract and the foreign judgments per awards by the
Indian courts follow the British spelling of words for which sic will
xi
Petitioner assigned the following arguments: no longer be indicated.
A. THE NON-DELIVERY OF THE CARGO WAS A MATTER xix
Arbitral Award dated July 23, 1988, ANNEX D of the Petition,
PROPERLY COGNIZABLE BY THE PROVISIONS OF CLAUSE 16 OF p. 17; Rollo, p. 143-144.
THE CONTRACT;
DECISION in CA-G.R. CV NO. 37080 promulgated on October
xx

B. THE JUDGMENT OF THE CIVIL COURT OF DEHRADUN, INDIA
WAS AN AFFIRMATION OF THE FACTUAL AND LEGAL FINDINGS
OF THE ARBITRATOR AND THEREFORE ENFORCEABLE IN THIS
JURISDICTION;
29, 1993, p. 10; Rollo, p. 103; RTC Records, pp. 143-144.
xxi
ANNEX F of the Petition; Rollo, p. 157.

15 | P a g e
 Court of Dehra Dun, Suit No. 677 of 1988, ONGC vs. Pacific
xli

ORDER in Civil Case No. 4006, ANNEX G of the Petition, p. 1; Rollo,

xxii Cement, 7-2-90; Rollo, p. 157.
p. 158. xlii
CA Decision.
xxiii
Ibid., p. 4; Rollo, p. 161. xliii
173 SCRA 324 [1989].
xxiv
Ibid., p. 5; Rollo, p. 162. xliv
Ibid., p. 326.
xxv
Article VIII, Section 14 of the 1987 Constitution. xlv
147 SCRA 183 [1987].
xxvi
CA Decision, Supra, pp. 8-12; Rollo, pp. 101-105. xlvi
Ibid., p. 189.
xxvii
Petition, Supra, p. 9; Rollo, p. 73. xlvii
Francisco v. Permskul, 173 SCRA 324, 333.
xxviii
See Supply Order Contract.
Francisco, Vicente J., The Revised RULES OF COURT in the
xlviii

xxix
Petition, Supra, pp. 11-12; Rollo, pp. 75-76. Philippines, Volume II, pp. 891-892, 1966 ed. citing 31 Am. Jur. 153-
154.
Motoomul, et al. vs. Dela Paz, et al., 187 SCRA 743, 753 [1990];
xxx

Luzon Stevedoring Co. vs. Trinidad, 43 Phil. 804 [1922]. Northwest Orient Airlines, Inc. vs. Court of Appeals, 241 SCRA
xlix

192, 199 [1995].

Terms and Conditions of Supply Order, ANNEX C-1 of the
xxxi

Petition, p. 8; Rollo, p. 125-126; RTC Records, pp. 17-26. l

Roces vs. Aportadera, 243 SCRA 108 [1995]; Mutuc vs. Court of
Appeals, 190 SCRA 43, 49 [1990]; Richards vs. Asoy, 152 SCRA 45
xxxii
Article 1373 of the Civil Code. [1987]; Tajonera vs. Lamaroza, 110 SCRA 438 [1981].
xxxiii
Article 1374 of the Civil Code. li
Korean Airlines Co., Ltd. vs. Court of Appeals, 247 SCRA 599, 603
xxxiv
Rule 130, Section 11 of the Rules of Court. [1995].
Roces vs. Aportadera, supra, p. 114; Stayfast Sunset View
lii
xxxv
De Leon vs. Court of Appeals, 205 SCRA 612, 620 [1992].
Condominium Corporation vs. NLRC, 228 SCRA 466 [1993]; Villareal
JMM Promotions & Management, Inc. vs. NLRC, 228 SCRA 129,
xxxvi vs. Court of Appeals, 219 SCRA 292 [1993].
134 [1993].
B.R. Sebastian Enterprises, Inc. vs. Court of Appeals, 206 SCRA
liii

xxxvii
Private Respondents Memorandum in G.R. No. 114323, p. 17. 28 [1992].
xxxviii
Supra, Supply Order, p. 2; Rollo, p. 110. liv
Supply Order, Supra.
xxxix
Supra, Private Respondents Memorandum, p. 18. lv
241 SCRA 192, 199 [1995].
xl
Ibid. lvi
Ibid.

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