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FACILITIES MGT CORP VS.

DE LA OSA Facts: Leonardo dela Osa sought a reinstatement with full backwages against Facilities Mgt Corp. He was employed by the petitioner as painter, houseboy and cashier In a letter-answer, pet alleged that itisdomiciled in Wake Islands which is beyond the territorial jurisd of the Phil Government Pursuant to Department Labor Order No. IV, petitioner had to appoint Jaime Catuira as agent for FMC with authoriy to execute contracts and receive for and behalf of that corpo legal service. Issue: Whether or not FMC has been doing buiness in the Philippine to vest the court with jurisdiction Held: Petitioner may be considered as doing business in the Phil within the scope of Section 14, Rule 14 of the RC SEC 14. Service upon private foreign corporations. If the defendant is a foreign corporation or a non-resident joint stock company or association: doing business in the Philippines, service may be made on its resident agent designated in accordance with law for that purpose or, if there be no such agent, on the government official designated by law to that effect, or on any of its officers or agents within the Philippines. Indeed, the petitioner, in compliance with Act 2486 as implemented by Department of Labor Order No. IV dated May 20, 1968 had to appoint Jaime V. Catuira, 1322 A. Mabini, Ermita, Manila as agent for FMC with authority to execute Employment Contracts and receive, in behalf of that corporation, legal services from and be bound by processes of the Philippine Courts of Justice, for as long as he remains an employee of FMC (Annex 'I', rollo, p. 56). It is a fact that when the summons for the petitioner was served on Jaime V. Catuira he was still in the employ of the FMC. In effect, Mr. Catuira was alleged to be a liaison officer representing FMC in the Philippines. Under the rules and regulations promulgated by the Board of Investments, the phrase "doing business" has been exemplified with illustrations, among them being as follows: " "(1) Soliciting orders, purchases (sales) or service contracts. Concrete and specific solicitations by a foreign firm, not acting independently of the foreign firm, amounting to negotiation or fixing of the terms and conditions of sales or service contracts, regardless of whether the contracts are actually reduced to writing, shall constitute doing business even if the enterprise has no office or fixed place of business in the Philippines; (2) appointing a representative or distributor who is domiciled in the Philippines, unless said representative or distributor has an independent status, i.e., it transacts business in its name and for its own account, and not in the name or for the account of the principal; xxx (4) Opening offices, whether called 'liaison' offices, agencies or branches, unless proved otherwise. xxx (10) Any other act or acts that imply a continuity of commercial dealings or arrangements, and contemplate to that extent the performance of acts or works, or the exercise of some of the functions normally incident to, or in the progressive prosecution of, commercial gain or of the purpose and objective of the business organization."

COMMUNICATION MATERIALS AND DESIGN VS. CA Facts: ITEC INTERNATL INC. (foreign corporation, existing under the laws of the State of Alabama) entered into a contract with pet ASPAC MULTI-TRADE INC. (domestic corporation) ITEC engaged ASPAC as its exclusive represntative in the Phil for the sale of ITEC's products, in consideration of a stipulated commission.

The said agreement was for the term of 24 months and renewable Through a License Agreement, ASPAC was able to incorporate and use the name ITEC in its own name. Hence, became legally known as ASPAC-ITEC (Phil) Subsequently, ITEC decided to terminate the Representative Agreement because of ASPAC's allegedly violation of its contractual commitment. ITEC charges ASPEC and DIGITAL of using knowledge and information of ITEC's products specifications to develop their own line of equipment Complaint was filed with the RTC of Makati Branch by ITEC

Issue: Whether ITEC is an unlicensed corporation doing business in the Philippines Whether this fact bars it from invoking the injunctive authority of the courts.. Held: In determining whether a corporation does business in the Philippines or not, aside from their activities within the forum, reference may be made to the contractual agreements entered into by it with other entities in the country. Thus, in the Top-Weld case (supra), the foreign corporation's LICENSE AND TECHNICAL AGREEMENT and DISTRIBUTOR AGREEMENT with their local contacts were made the basis of their being regarded by this Tribunal as corporations doing business in the country. Likewise, in Merill Lynch Futures,Inc. vs. Court of Appeals, etc. 38 the FUTURES CONTRACT entered into by the petitioner foreign corporation weighed heavily in the court's ruling. With the abovestated precedents in mind, we are persuaded to conclude that private respondent 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, particularly ASPAC and Telephone Equipment Sales and Services, Inc. When ITEC entered into the disputed contracts with ASPAC and TESSI, they were carrying out the purposes for which it was created, i.e., to market electronics and communications products. The terms and conditions of the contracts as well as ITEC's conduct indicate that they established within our country a continuous business, and not merely one of a temporary character. Notwithstanding such finding that ITEC is doing business in the country, petitioner is nonetheless estopped from raising this fact to bar ITEC from instituting this injunction case against it. 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: The principle will be applied to prevent a person contracting with a foreign corporation from later taking advantage of its noncompliance with the statutes chiefly in cases where such person has received the benefits of the contract.

GENERAL GARMENTS CORP. VS. DIRECTOR OF PATENTS Facts: The General Garments Corp.(domestic corp) is the owner of the trademark Puritan issued on Nov. 15, 1962 by the Philippine Patent Office for assorted men's wear, such as sweaters, shirts, jackets, undershirts and briefs.

Puritan Sporstswear Corp (foreign corp) filed a petition with the Philippine Patent Office for the cancellation of trademark Puritanregistered in the name of General Garments Corp., alleging ownership and prior use in the Philippines of the said trademark on the samekind of goods Alleging further that the registration thereof by pet had been obtained fraudulently and in violation of section 17c of RA No. 166 Pet moved to dismiss the the petition

Issue: WON Puritan Sportswear Corporation not licensed to dobusiness and not doing business in the Phil has legal capacity to maintain a suit in the Phil for cancellation of trademark Held: Yes.

The fact that it may not transact business in the Philippines unless it has obtained a license for that purpose, nor maintain a suit in Philippine courts for the recovery of any debt, claim or demand without such license (Secs. 68 and 69, Corporation Law) does not make respondent any less a juridical person. Indeed an exception to the license requirement has been recognized in this jurisdiction, namely, where a foreign corporation sues on an isolated transaction. As first enunciated in Marshall-Wells Co. v. Elser & Co. 1 "the object of the statute (Secs. 68 and 69, Corporation Law) was not to prevent the foreign corporation from performing single acts, but to prevent it from acquiring a domicile for the purpose of business without taking the steps necessary to render it amenable to suit in the local courts ... the implication of the law (being) that it was never the purpose of the legislature to exclude a foreign corporation which happens to obtain an isolated order for business from the Philippines, from securing redress in the Philippine Courts. ..." A foreign corporation which has never done ... business in the Philippine Islands and which is unlicensed and unregistered to do business here, but is widely and favorably known in the Islands through the use therein of its products bearing its corporate and trade name has a legal right to maintain an action in the Islands.

LE CHEMISE LACOSTE V. FERNANDEZ Facts: Le Chemise Lacoste, a well-known European manufacturer of clothing and sporting apparels sold in international market and bearing the trademarks LACOSTE CHEMISE LACOSTE CROCODILE DEVICE and a representaion of a crocodile/alligator.. Pet is a foreign corpo, existing under the laws of France and not doing business in the Phillippines In 1975, Hemandas & Co. (domestic firm) was issued an SR for the trademark CHEMISE LACOSTE & CROCODILE DEVICE by the Philippine Offce for use on T-shirts, sportswear and other garment products of the company. In 1977, Phil Patent Office allowed the registration of said trademark to Hemandas In 1983, La Chemise Lacoste filed with the NBI a letter-complaint alleging acts of unfair competition committed by Hemandas and requesting the agencys assistance. A search warrant was issued by the trial court. Various goods and articles were seized upon the execution of the warrants. Hemandas filed motion to quash the warrants, which the court granted. The search warrants were recalled, and the goods ordered to be returned. La Chemise Lacoste filed a petition for certiorari. Issue: Whether the petitioner's failure to allege material facts in its petition relative to capacity to sue bars it from maintaing a suit

Held: No. As early as 1927, this Court was, and it still is, of the view that a foreign corporation not doing business in the Philippines needs no license to sue before Philippine courts for infringement of trademark and unfair competition. In upholding the right of the petitioner to maintain the present suit before our courts for unfair competition or infringement of trademarks of a foreign corporation, we are moreover recognizing our duties and the rights of foreign states under the Paris Convention for the Protection of Industrial Property to which the Philippines and France are parties. We are simply interpreting and enforcing a solemn international commitment of the Philippines embodied in a multilateral treaty to which we are a party and which we entered into because it is in our national interest to do so.

OLYMPIA BUSINESS MACHINES CO. Philippine vs. E. RAZON, INC. Facts: Olympia Office Machine, Ltd., a foreign corporation with offices at HK, shipped 300 portable typewriters to its sister company in Mla, Olympia Business Machine Company (Phil) The shipment was insured against all risks by California Insurance Co., Ltd., another foreign corporation. The typewriters were discharged at South Harbor, Manila on December 5, 1977 into the custody of the carrier's local agent which in turn turned it over to E. Razon, Inc. While in the latter's possession, part of the shipment was stolen. Olympia (Phil.) filed a claim for loss with California Insurance Co., Ltd. In due course, the latter paid the former P 289,626.31 in full settlement of the claim; and Olympia (Phil.) in consideration thereof, executed a subrogation receipt
Both California and Olympia (Phil.) thereafter brought suit in the Manila Regional Trial Court against E. Razon, Inc., the carrier and the container company, which had earlier refused to make good the loss of the goods. Razon, Inc. filed an amended answer alleging the additional defense inter alia that since California "is a foreign corporation doing business in the Philippines without a license to do so, .. it cannot legally maintain suit in this jurisdiction, by itself or thru its agent." But once again, Razon failed to appear at the pre-trial despite notice.

ISSUE: whether the failure of California to aver its capacity to sue is fatsl HELD: No. In the case at bar, the defendant was twice declared in default, and the defense of lack of capacity to sue, was not raised until after 'the first declaration of default had been lifted. Moreover, there Is a pronouncement by the Court of Appeals in the instant case, that the defendant had no meritorious defenses save that of lack of capacity to sue on the part of the plaintiff. Moreover, the dismissal of the case at this stage, would not bar the institution by California of the same action, this time alleging in its complaint that it was suing on a single, isolated transaction. But this would be an Idle, circuitous ceremony in the light of the unchallenged declaration by the Court of Appeals of the absence of any meritorious substantial defense on the part of defendant Razon. This would be to accord undue importance and significance to technical rules, to allow an inflexible, unreasoning adherence to such technical rules to frustrate and defeat a plainly valid claim.

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