Vous êtes sur la page 1sur 2

152. Agilent Technologies vs.

Integrated Silicon
G.R. No. 154618 HELD:
April 14, 2004
Topic: Foreign Corporations NO
Petitioners: AGILENT TECHNOLOGIES SINGAPORE (PTE) LTD.
Respondents: INTEGRATED SILICON TECHNOLOGY PHILIPPINES CORPORATION, TEOH KIANG  A foreign corporation without a license is not ipso facto incapacitated from bringing an
HONG, TEOH KIANG SENG, ANTHONY CHOO, JOANNE KATE M. DELA CRUZ, JEAN KAY M. DELA action in Philippine courts. Sec. 133 of the Old Corporation Code provides that a license is
CRUZ and ROLANDO T. NACILLA necessary only if a foreign corporation is “transacting” or “doing business” in the country.
Ponente: J. Ynares-Santiago  GR: unlicensed foreign corp doing business in the Philippines cannot maintain a suit;
Exception: when the action is against a Phil. Citizen or entity who had contracted with and
FACTS: benefited from said corporation. This is by reason of estoppel. A party is estopped from
challenging the personality of a corporation after having acknowledged the same by
 Petitioner Agilent is a foreign corporation, which, by its own admission, is not licensed to entering into a contract with it.
do business in the Philippines. Respondent Integrated Silicon is a private domestic  The principles regarding the right of a foreign corporation to bring suit in Philippine courts
corporation, 100% foreign owned, which is engaged in the business of manufacturing and may thus be condensed in four statements:
assembling electronics components.  if a foreign corporation does business in the Philippines without a license, it cannot
 The juridical relation among the various parties in this case can be traced to a 5-year Value sue before the Philippine courts;
Added Assembly Services Agreement (VAASA), between Integrated Silicon and  if a foreign corporation is not doing business in the Philippines, it needs no license to
HP-Singapore. Under the terms of the VAASA, Integrated Silicon was to locally manufacture sue before Philippine courts on an isolated transaction or on a cause of action
and assemble fiber optics for export to HP-Singapore. HP-Singapore, for its part, was to entirely independent of any business transaction;
consign raw materials to Integrated Silicon. The VAASA had a five-year term with a  if a foreign corporation does business in the Philippines without a license, a Philippine
provision for annual renewal by mutual written consent. Later, with the consent of citizen or entity which has contracted with said corporation may be estopped from
Integrated Silicon, HP-Singapore assigned all its rights and obligations in the VAASA to challenging the foreign corporation’s corporate personality in a suit brought before
Agilent. Philippine courts; and
 Later, Integrated Silicon filed a complaint for “Specific Performance and Damages” against  if a foreign corporation does business in the Philippines with the required license, it
Agilent and its officers. It alleged that Agilent breached the parties’ oral agreement to can sue before Philippine courts on any transaction.
extend the VAASA. Agilent filed a separate complaint against Integrated Silicon for “Specific  In order to determine whether Agilent has legal capacity to sue, the Court will need to
Performance, Recovery of Possession, and Sum of Money with Replevin, Preliminary determine whether it is “doing business” in the Philippines. However, the Corp code is
Mandatory Injunction, and Damages”. silent on what constitutes as doing business.
 Respondents filed a MTD in the 2nd case, on the grounds of lack of Agilent’s legal capacity  According to the Mentholatum case: Two general tests to determine whether or not a
to sue; litis pendentia; forum shopping; and failure to state a cause of action. foreign corporation can be considered as “doing business” in the Philippines.
 The trial court denied the MTD and granted petitioner Agilent’s application for a writ of  The first of these is the substance test which determines whether the foreign
replevin. Without filing a MR, respondents filed a petition for certiorari with the CA. The CA corporation is continuing the body of the business or enterprise for which it was
granted respondents’ petition for certiorari, set aside the assailed Order of the trial court organized or whether it has substantially retired from it and turned it over to
(denying the MTD) and ordered the dismissal of the 2nd case. Hence, the instant petition. another.
 The second test is the continuity test. It implies a continuity of commercial dealings
ISSUE: and arrangements, and contemplates, to that extent, the performance of acts or
works or the exercise of some of the functions normally incident to, and in the
W/N an unlicensed foreign corporation not doing business in the Philippines lacks the legal progressive prosecution of, the purpose and object of its organization.
capacity to file suit.  Sec 1 of the IRR of the Foreign Investment Act (as amended by RA 8179), provides that the
following shall not be deemed “doing business”:
1) Mere investment as a shareholder by a foreign entity in domestic corporations duly
registered to do business, and/or the exercise of rights as such investor;
2) Having a nominee director or officer to represent its interest in such corporation;
3) Appointing a representative or distributor domiciled in the Philippines which transacts
business in the representative’s or distributor’s own name and account;
4) The publication of a general advertisement through any print or broadcast media;
5) Maintaining a stock of goods in the Philippines solely for the purpose of having the same
processed by another entity in the Philippines;
6) Consignment by a foreign entity of equipment with a local company to be used in the
processing of products for export;
7) Collecting information in the Philippines; and
8) Performing services auxiliary to an existing isolated contract of sale which are not on a
continuing basis, such as installing in the Philippines machinery it has manufactured or
exported to the Philippines, servicing the same, training domestic workers to operate it,
and similar incidental services.
 By and large, to constitute “doing business”, the activity to be undertaken in the Philippines
is one that is for profit-making.
 By the clear terms of the VAASA, Agilent’s activities in the Philippines were confined to (1)
maintaining a stock of goods in the Philippines solely for the purpose of having the same
processed by Integrated Silicon; and (2) consignment of equipment with Integrated Silicon
to be used in the processing of products for export. As such, we hold that, based on the
evidence presented thus far, Agilent cannot be deemed to be “doing business” in the
Philippines. Respondents’ contention that Agilent lacks the legal capacity to file suit is
therefore devoid of merit. As a foreign corporation not doing business in the Philippines,
it needed no license before it can sue before our courts.

Vous aimerez peut-être aussi