Republic of the Philippines
SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 183843 January 19, 2011
GOLDEN ARCHES DEVELOPMENT CORPORATION, Petitioner,
vs.
ST. FRANCIS SQUARE HOLDINGS, INC., Respondent.
D E C I S I O N
CARPIO MORALES, J.,
In June 1991, Golden Arches Development Corporation (petitioner) entered into a lease contract over a property owned by Prince City Realty, Inc. located at the corner of Julia Vargas Avenue and Bank Drive, Ortigas Center, Mandaluyong City.
The lease contract commenced on June 27, 1991 and was to terminate on February 27, 2008. On November 2, 2006, however, petitioner informed St. Francis Square Holdings, Inc. (respondent), successor-in-interest of ASB Holdings, Inc. by which Prince Realty, Inc. eventually became known, of its intention to discontinue the lease.
Amicable negotiations between the parties having failed, respondent filed on May 4, 2007 an action for breach of contract and damages against petitioner before the Regional Trial Court (RTC) of Mandaluyong.
Petitioner filed a Motion to Dismiss for lack of cause of action and improper venue. It claimed that respondent maintained its principal address in Makati as records of the Securities and Exchange Commission (SEC) in 2007 show, viz: Cover Sheet of Amended Articles of Incorporation1 (wherein it is stated that the business address of ASB Holdings Inc. is at Makati), Company Relationship Information Sheet, and Director’s Certificate dated February 3, 2007 stating that ASB Holdings, Inc., with principal address at Makati, had amended its Articles of Incorporation by renaming it (ASB Holdings, Inc.) to St. Francis Square Holdings, Inc., respondent herein, hence, the complaint should have been filed in Makati. By filing the complaint in Mandaluyong, petitioner concluded that respondent violated Section 2, Rule 4 of the Rules of Court which provides:
Sec. 2. Venue of personal actions. – All other actions may be commenced and tried where the plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff. (underscoring supplied)
Opposing the Motion to Dismiss, respondent claimed that it had closed down its office in Makati effective December 31, 2005 as it now holds office in Mandaluyong City of which petitioner is aware.
By Order of August 21, 2007,2 Branch 212 of the Mandaluyong RTC denied the motion to dismiss in this wise:
. . . [P]laintiff’s[-herein respondent’s] Articles of Incorporation having stated [that] its principal office is located in Metro Manila, this Court is of the opinion that venue was properly laid considering that the instant case was filed in Mandaluyong Cty which is part or a place within Metro Manila.
Basic is the rule regarding propriety of venue in actions involving private juridical entities that the principal place of business of a corporation determines its residence or domicile such that the place indicated in petitioner’s Articles of Incorporation becomes controlling in determining the venue.3
Petitioner moved to reconsider the denial of the motion, pointing out that respondent violated SEC Memorandum Circular No. 03 dated February 16, 2006, the relevant portion of which reads:
In line with the "full disclosure" requirement of existing laws, all corporations and partnerships applying for registration with the Securities and Exchange Commission should state in their Articles of Incorporation or Articles of Partnership the (i) specific address of their principal office, which shall include, if feasible, the street name, barangay, city or municipality; and (ii) specific residence address of each incorporator, stockholder, director, trustee, or partner.
"Metro Manila" shall no longer be allowed as address of the principal office. (emphasis and underscoring supplied)
Albeit in respondent’s Amended Articles of Incorporation which was filed in 2007, after the above-stated SEC circular had been issued, it still indicated its principal office address to be "Metro Manila," the trial court just the same denied petitioner’s motion for reconsideration by Order of November 12, 2007.4
On petition for certiorari and prohibition, the Court of Appeals, by Decision of July 22, 2008,5 affirmed the trial court’s order, hence, the present petition for review on certiorari.
The petition fails.
Venue, in essence, concerns a rule of procedure. In personal actions, it is fixed for the greatest possible convenience of the plaintiff and his witnesses,6 and to promote the ends of justice.
Respondent’s complaint, being one for enforcement of contractual provisions and recovery of damages, is in the nature of a personal action which, under Section 2, Rule 4 of the Rules of Court,7 shall be filed at the plaintiff’s residence. Specifically with respect to a domestic corporation, it is "in a metaphysical sense a resident of the place where its principal office is located as stated in the articles of incorporation."8
The letters of petitioner itself to respondent dated November 2, 2006, December 18, 2006 and January 2, 2007 indicate the address of respondent to be at St. Francis Square Mall, Julia Vargas, Ortigas Center, just as the letters of respondent to petitioner before the filing of the complaint on May 4, 2007 indicate its (respondent’s) address to be at St. Francis Square Mall, Julia Vargas, Ortigas Center. Petitioner was thus put on notice that at the respondent’s filing of the complaint, the latter’s business address has been at Mandaluyong.1âwphi1
IN FINE, although respondent’s Amended Articles of Incorporation of 2007 indicates that its principal business address is at "Metro Manila", venue was properly laid in Mandaluyong since that is where it had actually been "residing" (or holding its principal office) at the time it filed its complaint. Section 2, Rule 4 of the Rules of Court, quoted earlier, authorizes the plaintiff (respondent in this case) to make a choice of venue for personal actions – whether to file the complaint in the place where he resides or where defendant resides.9 Respondent’s choice must be respected as "[t]he controlling factor in determining venue for cases is the primary objective for which said cases are filed."10 Respondent’s purpose in filing the complaint in Mandaluyong where it holds its principal office is obviously for its convenience and for orderly administration of justice.
WHEREFORE, the petition is DENIED.
SO ORDERED.
CONCHITA CARPIO MORALES
Associate Justice
WE CONCUR:
ARTURO D. BRION
Associate Justice |
LUCAS P. BERSAMIN
Associate Justice |
MARTIN S. VILLARAMA, JR.
Associate Justice |
MARIA LOURDES P. A. SERENO
Associate Justice |
A T T E S T A T I O N
I attest that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.
CONCHITA CARPIO MORALES
Associate Justice
Chairperson
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the Constitution, and the Division Chairperson’s Attestation, I certify that the conclusions in the above decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.
RENATO C. CORONA
Chief Justice
Footnotes
1 Respondent filed an amendment to its Articles of Incorporation in 2007 to reflect the change in the name of the corporation to "St. Francis Square Holdings, Inc."
2 Id. at 99-104.
3 Id. at 103.
4 Id. at 105-107.
5 Penned by Associate Justice Myrna Dimaranan Vidal with the concurrence of Associate Justices Jose L. Sabio, Jr. (ret.) and Jose C. Reyes, Jr., rollo, pp. 11-22.
6 Marcos-Araneta v. Court of Appeals, G.R. No. 154096, August 22, 2008, 563 SCRA 41.
7 Sec. 2. Venue of personal actions. – All other actions may be commenced and tried where the plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff.
8 Young Auto Supply v. Court of Appeals, G.R. No. 104175, June 25, 1993, 223 SCRA 670, 674 citing Cohen v. Benguet Commercial Co., Ltd., 34 Phil. 526 [1916] Clavecilla Radio System v. Antillo, 19 SCRA 379 [1967]).
9 Saludo, Jr. v. American Express International, Inc., G.R. No. 159507, April 19, 2006, 487 SCRA 462, 476.
10 Olympic Mines and Development Corp. v. Platinum Group Metals Corporation, G.R. No. 178188, May 8, 2009, 587 SCRA 624, 663, citing Go v. United Coconut Planters Bank, G.R. No. 156187, November 11, 2004, 442 SCRA 264.
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