Académique Documents
Professionnel Documents
Culture Documents
SO ORDERED. 12
Petitioners filed a motion for reconsideration 13 on June
7, 1991, which was likewise denied by the respondent
court.
WHEREFORE,
the
present
motion
for
reconsideration should be, as it is hereby,
denied for lack of merit. For the same reason,
the
motion
to
have
the
motion
for
reconsideration set for oral argument likewise
should be and is hereby denied.
SO ORDERED. 14
Petitioners are now before us via Petition for Review
on Certiorari 15 under Rule 45 of the Revised Rules of
Court.
It is the petitioners' submission that private
respondents are foreign corporations actually doing
business in the Philippines without the requisite
authority and license from the Board of Investments
and the Securities and Exchange Commission, and
thus, disqualified from instituting the present action in
our courts. It is their contention that the provisions of
the Representative Agreement, petitioner ASPAC
executed with private respondent ITEC, are similarly
"highly restrictive" in nature as those found in the
agreements which confronted the Court in the case
of Top-Weld
Manufacturing, Inc. vs. ECED
S.A. et
al., 16 as to reduce petitioner ASPAC to a mere conduit
or extension of private respondents in the Philippines.
In that case, we ruled that respondent foreign
corporations are doing business in the Philippines
because when the respondents entered into the
disputed contracts with the petitioner, they were
carrying out the purposes for which they were
created, i.e., to manufacture and market welding
products and equipment. The terms and conditions of
the contracts as well as the respondents' conduct
indicate that they established within our country a
continuous business, and not merely one of a
temporary character. The respondents could be
exempted from the requirements of Republic Act 5455
if the petitioner is an independent entity which buys
The fact that Hahn invested his own money to put up these
service centers and showrooms does not necessarily prove
that he is not an agent of BMW. For as already noted, there
are facts in the record which suggest that BMW exercised
control over Hahn's activities as a dealer and made regular
inspections of Hahn's premises to enforce compliance with
BMW standards and specifications. 10 For example, in its letter
to Hahn dated February 23, 1996, BMW stated:
In the last years we have pointed out to you in several
discussions and letters that we have to tackle the
Philippine market more professionally and that we are
through your present activities not adequately
prepared to cope with the forthcoming challenges. 11
In effect, BMW was holding Hahn accountable to it under the
1967 Agreement.
This case fits into the mould of Communications Materials,
Inc. v. Court of Appeals, 12 in which the foreign corporation
entered into a "Representative Agreement" and a "Licensing
Agreement" with a domestic corporation, by virtue of which
the latter was appointed "exclusive representative" in the
Philippines for a stipulated commission. Pursuant to these
contracts, the domestic corporation sold products exported
by the foreign corporation and put up a service center for the
products sold locally. This Court held that these acts
constituted doing business in the Philippines. The
arrangement showed that the foreign corporation's purpose
was to penetrate the Philippine market and establish its
presence in the Philippines.
In addition, BMW held out private respondent Hahn as its
exclusive distributor in the Philippines, even as it announced
in the Asian region that Hahn was the "official BMW agent" in
the Philippines. 13
The Court of Appeals also found that petitioner Alfred Hahn
dealt in other products, and not exclusively in BMW products,
and, on this basis, ruled that Hahn was not an agent of BMW.
(p. 14) This finding is based entirely on allegations of BMW in
its motion to dismiss filed in the trial court and in its petition
for certiorari before the Court of Appeals. 14 But this
allegation was denied by Hahn 15 and therefore the Court of
Appeals should not have cited it as if it were the fact.
Indeed this is not the only factual issue raised, which should
have indicated to the Court of Appeals the necessity of
affirming the trial court's order deferring resolution of BMW's
motion to dismiss. Petitioner alleged that whether or not he is
considered an agent of BMW, the fact is that BMW did
business in the Philippines because it sold cars directly to
Philippine buyers. 16 This was denied by BMW, which claimed
that Hahn was not its agent and that, while it was true that it
had sold cars to Philippine buyers, this was done without
solicitation on its part. 17
It is not true then that the question whether BMW is doing
business could have been resolved simply by considering the
parties' pleadings. There are genuine issues of facts which
can only be determined on the basis of evidence duly
presented. BMW cannot short circuit the process on the plea
that to compel it to go to trial would be to deny its right not
to submit to the jurisdiction of the trial court which precisely
it denies. Rule 16, 3 authorizes courts to defer the resolution
of a motion to dismiss until after the trial if the ground on
which the motion is based does not appear to be indubitable.
Here the record of the case bristles with factual issues and it
is not at all clear whether some allegations correspond to the
proof.
Anyway, private respondent need not apprehend that by
responding to the summons it would be waiving its objection
to the trial court's jurisdiction. It is now settled that, for
purposes of having summons served on a foreign corporation
in accordance with Rule 14, 14, it is sufficient that it be
alleged in the complaint that the foreign corporation is doing
business in the Philippines. The court need not go beyond the
allegations of the complaint in order to determine whether it
has Jurisdiction. 18 A determination that the foreign
corporation is doing business is only tentative and is made
only for the purpose of enabling the local court to acquire
rollo) But despite proof that she was not suffering from
psychosis or organic brain syndrome as certified to by
a Psychiatrist of Danilo Litonjuas choice (Annex "H", p.
84, rollo), still she was denied by the guards entry to
her work upon instructions again of Danilo Litonjua.
Left with no alternative, Vigan filed this case for illegal
dismissal, alleging she was receiving a monthly salary
of P8,000.00 at the time she was unlawfully
terminated.
The Litonjuas have a different version. They negate
the existence of the Litonjua Group of Companies and
the connection of Eduardo Litonjua thereto. They
contend that Vigan was employed by ACT Theater,
Inc., where Danilo Litonjua is a Director. They dispute
the charge of illegal dismissal for it was Vigan who
ceased to report for work despite notices and likewise
contest the P8,000.00 monthly salary alleged by
Vigan, claiming it was merely P6,850.00.
They claim that Vigan was a habitual absentee
specially on Tuesdays that fell within three days before
and after the "15th" day and "30th" day of every
month. Her performance had been satisfactory, but
then starting March 15, 1996 she had become
emotional, hysterical, uncontrollable and created
disturbances at the office with her crying and shouting
for no reason at all. The incident was repeated on April
3, 1996, May 24, 1996 and on June 4, 1996. Thus
alarmed, on July 24, 1996 Vigan was required by
management to undergo medical and psychological
examination at the companys expense and naming
three doctors to attend to her. Dr. Baltazar Reyes and
Dr. Tony Perlas of the Philippine General Hospital and
Dr. Lourdes Ignacio of the Medical Center Manila. But
they claim that Vigan refused to comply.
On August 2, 1996, Vigan again had another
breakdown, hysterical, shouting and crying as usual for
about an hour, and then she just left the premises
without a word. The next day, August 3, 1996,
P72,000.0
0
pay 4,666.66
P76,666.6
6
II
WHETHER OR NOT THE COURT OF APPEALS SERIOUSLY
ERRED AS A MATTER OF LAW IN HOLDING THAT
RESPONDENT WAS ILLEGALLY DISMISSED FROM HER
EMPLOYMENT, INSTEAD OF AFFIRMING THE DECISION
OF THE NATIONAL LABOR RELATIONS COMMISSION
THAT SHE HAD ABANDONED HER JOB OR THAT OF
LABOR ARBITER ERNESTO DINOPOL HOLDING THAT
SHE SHOULD BE SEPARATED ON THE GROUND OF
DISEASE UNDER ARTICLE 284 OF THE LABOR CODE,
CONSIDERING THAT SHE HAS EXHIBITED A PATTERN OF
PSYCHOLOGICAL AND MENTAL DISTURBANCE WHICH
ADMITTEDLY NO LONGER MADE HER PHYSICALLY FIT
TO WORK.
or
(b) pay her separation compensation in the sum
of P8,000.00 multiplied by her years of service
counted from February 2, 1979 up to the time
this Decision becomes final; and in either case
to pay Vigan;
(c) full back wages from the time she was
illegally dismissed up to the date of the finality
of this Decision;
(d) moral
P40,000.00;
damages
in
the
amount
of
III
WHETHER OR NOT THE COURT OF APPEALS SERIOUSLY
ERRED AS A MATTER OF LAW IN DIRECTING
RESPONDENTS REINSTATEMENT AT HER OWN CHOICE
OR PAYMENT OF SEPARATION PAY OF ONE MONTH
SALARY FOR EVERY YEAR OF SERVICE AND
BACKWAGES.
IV
THE COURT OF APPEALS SERIOUSLY ERRED AS A
MATTER OF LAW IN HOLDING PETITIONERS LIABLE FOR
findings that respondent Vigan did not abandon her job but
was illegally dismissed. Petitioners claim that despite two (2)
telegram notices dated August 26 and September 9, 1996
respectively sent to respondent Vigan to report for work, the
latter did not heed the demands and absented herself since
August 5, 1996 was belied by the respondents evidence, as
it was upon instructions of petitioner Danilo Litonjua to the
guards on duty that she could not enter the premises of her
workplace. In fact, in her letter dated August 30, 1996
addressed to petitioner Danilo Litonjua, respondent Vigan
had complained of petitioner Danilos inhumane treatment in
barring her from entering her workplace, to wit:
"Sukdulan na po ang pang-aaping dinaranas ko sa
inyo, sir. Since August 5 etc. I was always approached
by your guard Batutay and harassed by your men to
vacate my cubicle as per your strict order. Only this
August 7 that you succeeded as you order the door
locked for me only. As per our agreement Aug. 27 at
Jollibee (sic) gave me assurance that I willingly
undergo psychiatric test I could freely report for work
without intimidating me, you wont anymore charge
me of insubordination. You wont disturb my family
anymore, so why do you advice to try to go back Aug.
30 but as always to be barred by guard Batutay? Sir,
with my 18 years of loyal service, all I need is a little
respect. Tao ako sir, hindi hayop. Malaki ang nawawala
sa akin."
Notwithstanding the fact the she was refused entrance to her
workplace, respondent Vigan, to show her earnest desire to
report for work, would sneak her way into the premises and
punched her time card but she could not resume work as the
guards in the company gate would prevent her per petitioner
Danilo Litonjuas instructions. It appears also that respondent
Vigan wrote petitioner Danilo a letter dated September 9,
1996 notifying him that per his instructions, she had made an
appointment for a psychiatric test on September 11, 1996
and requested him to make a check payable to Dr. Lourdes
Ladrido-Ignacio in the amount of P800.00 consultation fee as
they agreed upon. She underwent a psychiatric examination
(2) a clear intention to sever the employeremployee relationship, with the second element
as the more determinative factor and being
manifested by some overt acts. Abandoning
ones job means the deliberate, unjustified
refusal of the employee to resume his
employment and the burden of proof is on the
employer to show a clear and deliberate intent
on the part of the employee to discontinue
employment.
Abandonment is a matter of intention and
cannot be lightly inferred, much less legally
presumed from certain equivocal acts. (Shin
Industrial
v.
National
Labor
Relations
Commission, 164 SCRA 8).
An employee who forthwith took steps to protest
his dismissal cannot be said to have abandoned
his work." (Toogue v. National Labor Relations
Commission, 238 SCRA 241), as where the
employee immediately filed a complaint for
illegal dismissal to seek reinstatement (Tolong
Aqua Culture Corp., et al. V. National Labor
Relations Commission, G.R. 122268, November
12, 1996) (emphasis supplied).
Note that in the instant case Vigan was even pleading
to be allowed to work but she was prevented by the
guards thereat upon the orders of Danilo Litonjua.
These are disclosed by her letters (Annexes "F", "G",
"K", "Q", "R" and "U", pp. 82, 83, 87, 93, 94 & 97,
rollo), the entries in her time cards (Annexes "P", "S",
"W" and "X", pp. 92, 95, 99 & 100, rollo) and her
compliance when required to see a psychiatrist (Annex
"H", p. 84, rollo). On the other hand there is complete
silence from the Litonjuas on these matters, including
on the collective manifesto of several employees
against Danilo Litonjua and his highhanded ways
(Annex "I", p. 85). They chose to ignore material and
telling points. They even alleged that Vigan refused to
party but also because the issue of filiation of the partiesplaintiffs was not raised in the previous case, although such
issue was necessary for the plaintiffs to be able to maintain
their right of action. In view of this fact, the present action
should be considered barred in respect to the action for the
annulment of the deeds of sale and as regards the
defendants spouses Crispino Medina and Cresencia Mina; but
as to the case for the declaration of the plaintiffs as
illegitimate children and heirs of the deceased Joaquin Mina
this latter case is not barred by the previous action as above
explained and may still be prosecuted.
WHEREFORE, the order of dismissal is hereby modified in the
sense that the action for the recognition of the filiation of the
plaintiffs should be allowed to continue against the defendant
Antonia Pacson; but the dismissal of the action for the
annulment of the deeds of sale is affirmed. Without costs.
and in one's and interest and does not affect the true rights
and interests of the vendors-co-heirs. Against respondent
Parreno the action instituted is based on account premise
that he did not acquire all the rights and interests on account
property, subject of sale. His acquisition is limited only to
account rights and interests of account vendors-co-heirs who
signed account General Power of Attorney and does not
include account rights and interests of a co-heir, herein
petitioner, Aida Robles, who did not sign," as is clearly in
account petition. 2
Such action for cancellation is really secondary and is but a
means of enforcing petitioner's claim as a co-heir and
undivided co-owner of 1/44 of account properties as a
granddaughter of account decreased Eulogio Robles, which
has been found as a fact by respondent court a well as by
account trial court which held that 'The court accepts as a
sufficiently established fact that plaintiff being account
daughter of Jose Robles and therefore one of account
granddaughters of Eulogio Robles, is one among account
latter's heirs, in account same manner as plaintiff's sister,
Eva Robles. The court also takes note that plaintiff was not a
signatory to account general power of attorney, Exh. 'A'
pursuant to which conveyance to account defendant of said
lots were made by Francisco Robles. 3
Petitioner's principal action is really therefore one for legal
redemption under Article 1088 of account Civil Code. 4Insofar
as account exercise of such right of redemption is concerned,
petitioner as a co-heir and respondent Parreno as account
buyer are account only indispensable parties to account
exclusion of account seners-coheirs This was expressly so
ruled by account Court in Castillo vs. Samonte, 5 where we
held that "the trial court had no obligation to order account
inclusion of account vendor either as a party plaintiff or party
defendant in account case, because while he may be a
necessary party, still he is not indispensable in account
sense that account matter before it could not be completely
adjudicated without him. The deed of sale in favor of
appellant clearly states that what is being sold is an
undivided 1/5 portion of account land jointly owned by
account vendor and his brothers and nephew, The vendee-
be laid properly.
appellees.
The first check of P4,000,000.00, representing the downpayment, was honored by the drawee bank but the four other
checks representing the balance of P4,000,000.00 were
dishonored. In the meantime, Roxas sold one of the markets
to a third party. Out of the proceeds of the sale, YASCO
received P600,000.00, leaving a balance of P3,400,000.00
(Rollo, p. 176).
Subsequently, Nelson Garcia and Vicente Sy assigned all
their rights and title to the proceeds of the sale of the CMDC
shares to Nemesio Garcia.
On June 10, 1988, petitioners filed a complaint against Roxas
in the Regional Trial Court, Branch 11, Cebu City, praying that
Roxas be ordered to pay petitioners the sum of P3,400,00.00
or that full control of the three markets be turned over to
YASCO and Garcia. The complaint also prayed for the
forfeiture of the partial payment of P4,600,000.00 and the
payment of attorney's fees and costs (Rollo, p. 290).
Roxas filed two motions for extension of time to submit his
answer. But despite said motion, he failed to do so causing
petitioners to file a motion to have him declared in default.
SO ORDERED.