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FACILITIES MANAGEMENT CORPORATION V DE LA OSA  Appointing a representative or distributor who is domiciled in the Philippines,

MAR 26 1979 | MAKASIAR, J 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
FACTS of the principal.
LEONARDO DELA OSA sought his reinstatement with full backwages as well as  Opening offices, whether called ‘liaison’ offices, agencies or branches, unless
recovery of his overtime compensation, swing shift and graveyard shift differentials proved otherwise.
 OSA: He was employed by FMC as painter, houseboy and cashier. He rendered  Any other act or acts that imply a continuity of commercial dealings or
overtime services daily and the period was divided into swing and graveyard shifts arrangements, and contemplate to that extent the performance of acts or works,
to which he was assigned but he was not paid both overtime and night shift or the exercise of some of the functions normally incident to, or in the progressive
premiums despite his repeated demands from FC prosecution of, commercial gain or of the purpose and objective of the business
 FMC’ SPECIAL DEFENSES: organization
o FMC and JS DREYER are domiciled in Wake Island which is beyond the
territorial jurisdiction of PH Government ISSUE: WON FMC has been doing business in the PH so that the service of summons
o JV Catuira, though an employee of FMC presently stationed in Manila, is upon its agent in the PH vested CFI with jurisdiction? YES
without power and authority of legal representation
o The employment contract between OSA and FMC carries the approval of AETNA CASUALTY & SURETY COMPANY V PACIFIC STAR LINE – WON
DOLE PLAINTIFF has been doing business in the PH, considering the fact that it has no
 FMC: filed a Motion to dismiss – CIR has not jurisdiction over the case [DENIED] license to transact business in the PH as a foreign corporation
CIR: Ordered FMC to pay DE LA OSA his overtime compensation, as well as his swing COURT: Sec 68 and 69 of the Corporation Law was not to prevent the acquiring
shift and graveyard shift premiums at the rate of 50% of his basic salary corporation from performing single acts, but to prevent it from acquiring a domicile for
 While the site of work is identified as Wake Island, the place of hire is established the purpose of business without taking the steps necessary to render it amenable to
in Manila – the contract of employment between the parties was shown to have suit in the local courts
been originally executed and subsequently renewed in Manila  Never the purpose of the Legislature to exclude a foreign corporation which
3 other cases involving FMC were filed, all of which had been finally disposed of: happens to obtain an isolated order for business from the Philippines, from
 1ST CASE (FILED ON JUL 30 1973) – Petition denied for lack of merit on SEP 13 securing redress in the PH courts
1973; MR DENIED for lack of merit JUN 21 1974  MENTHOLATUM CO V MANGALIMAN - No general rule or governing principle
 2ND CASE (FILED ON JUN 17 1974) – petition denied for lack of merit on JUN 21 can be laid down as to what constitutes ‘doing’ or ‘engaging in’ or ‘transacting’
1974 business. Indeed, each case must be judged in the light of its peculiar
 3RD CASE (FILED ON SEP 2 1974) – case dismissed on FEB 6 pursuant to environmental circumstances.
voluntary manifestation of RESPONDENT that his claims had all been settled to o TRUE TEST: WON the foreign corporation is continuing the body or substance
his entire satisfaction of the business or enterprise for which it was organized OR WON it has
o COURT: Found strong evidence that FMC “twisted the arm” of RESPONDENT substantially retired from it and turned it over to another
when the latter stated in his Manifestation that FMC is a foreign corporation o The term implies a continuity of commercial dealings and arrangements,
so there exists no valid reason for him to participate in the continuation and/or and contemplates, to that extent, the performance of acts or works or the
prosecution of this case [as if jurisdiction depends on the will of the parties exercise of some of the functions normally incident to, and in
to a case] progressive prosecution of, the purpose and object of its organization
CA: FMC may be considered doing business in the PH within the scope of Sec 14 Rule  COURT: IN THIS CASE, not transacting business of insurance in PH for which it
14 ROC; FMC in compliance with Act 2486 as implemented by DOLE Order, had to must have a license. The contract of insurance was entered into in USA and
appoint CATUIRA as agent for FMC with authority to execute Employment Contracts payment was made to the consignee in its New York branch [merely collecting a
and receive, in behalf of that corporation, legal services from and be bound by claim assigned to it by the consignee, it is not barred from filing the case
processes of PH Courts of Justice, for as long as he remains an employee of FMC although it has not secured a license to transact insurance business in PH]

Under the rules and regulations promulgated by the Board of Investments implementing IN CASE AT BAR, If a foreign corporation, not engaged in business in the PH is not
RA 5455, the phrase “doing business” means the performance within the PH of any barred from seeking redress from courts in the PH, a fortiori that the same corporation
act or combination of acts enumerated in Sec 1(1) cannot claim exemption from being sued in the PH courts for acts done against a
 Soliciting orders, purchases (sales) or service contracts. Concrete and specific person or persons in the PH
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 WHEREFORE, PETITION DENIED
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