EN BANC

[G.R. No. 110318. August 28, 1996.]

COLUMBIA PICTURES, INC., ORION PICTURES CORPORATION, PARAMOUNT PICTURES CORPORATION,

TWENTIETH CENTURY FOX FILM CORPORATION, UNITED ARTISTS CORPORATION, UNIVERSAL CITY
STUDIOS, INC., THE WALT DISNEY COMPANY, and WARNER BROTHERS, INC., Petitioners, v. COURT OF
APPEALS, SUNSHINE HOME VIDEO, INC. and DANILO A. PELINDARIO, Respondents.

Facts:
The National Bureau of Investigation has engaged in an anti-film piracy drive by investigating various video
establishments in Metro Manila involving cases violating PD No. 49, as amended, including Sunshine Home
Video Inc. (“Sunshine”), owned and operated by Danilo A. Pelindario with address at No. 6 Mayfair Center, Magallanes,
Makati, Metro Manila.

On November 14, 1987, NBI Senior Agent Lauro C. Reyes applied for a search warrant with the court a quo against
Sunshine seeking the seizure, among others, of pirated video tapes of copyrighted films, which the court granted.

In the course of the search of the premises indicated in the search warrant, the NBI Agents found and seized various
video tapes of duly copyrighted motion pictures/films owned or exclusively distributed by Columbia Pictures, Inc. et al
(Columbia et al.)

Thereafter, the court has lifted the search warrant which it had therefore issued after a series of motions, up until the
CA.

In the SC, Sunshine challenged Columbia et al’s legal standing in our courts, they being foreign corporations not
licensed to do business in the Philippines.

Issue:
Whether or not Columbia et al were “doing business” in the Philippines, thus, needs to be licensed before having a
legal standing in Philippine courts.

Sunshine’s contention:
Columbia et al, being foreign corporations, should have such license to be able to maintain an action in Philippine
courts.

Sunshine point to the fact that Columbia et al are the copyright owners or owners of exclusive rights of distribution in
the Philippines of copyrighted motion pictures or films, and also to the appointment of Atty. Rico V. Domingo as their
attorney-in-fact, as being constitutive of “doing business in the Philippines” under Section 1(f) (1) and (2), Rule 1 of
the Rules of the Board of Investments.
As foreign corporations doing business in the Philippines, Section 133 of Batas Pambansa Blg. 68, or the Corporation
Code of the Philippines, denies them the right to maintain a suit in Philippine courts in the absence of a license to do
business. Consequently, they have no right to ask for the issuance of a search warrant.

Columbia et al’s contention:

Columbia et al denied that they are doing business in the Philippines and contend that Sunshine have not adduced
evidence to prove that petitioners are doing such business here, as would require them to be licensed by the Securities
and Exchange Commission.

Moreover, an exclusive right to distribute a product or the ownership of such exclusive right does not conclusively
prove the act of doing business nor establish the presumption of doing business.

Ruling:
No, foreign film corporations do not transact or do business in the Philippines and, therefore, do not
need to be licensed in order to take recourse to our courts.

As acts constitutive of “doing business,” the fact that Columbia et al are admittedly copyright owners or owners of
exclusive distribution rights in the Philippines of motion pictures or films does not convert such ownership into an
indicium of doing business which would require them to obtain a license before they can sue upon a cause of action in
local courts.

Neither is the appointment of Atty. Rico V. Domingo as attorney-in-fact of Columbia et al., with express authority
pursuant to a special power of attorney

Held:
Based on Article 133 of the Corporation Code and gauged by such statutory standards, Columbia et al are not
barred from maintaining the present action. There is no showing that, under our statutory or case law, Columbia
et al are doing, transacting, engaging in or carrying on business in the Philippines as would require obtention of a
license before they can seek redress from our courts. No evidence has been offered to show that petitioners
have performed any of the enumerated acts or any other specific act indicative of an intention to conduct or transact
business in the Philippines.
Article 125 and Article 133 of the Corporation Code of the Philippines, as interpreted, says that any foreign corporation
not doing business in the Philippines may maintain an action in our courts upon any cause of action, provided that the
subject matter and the defendant are within the jurisdiction of the court. It is not the absence of the prescribed license
but “doing business” in the Philippines without such license which debars the foreign corporation from access to our
courts. In other words, although a foreign corporation is without license to transact business in the Philippines, it does
not follow that it has no capacity to bring an action. Such license is not necessary if it is not engaged in
business in the Philippines.

No general rule or governing principles can be laid down as to what constitutes “doing” or “engaging in” or
“transacting” business. Each case must be judged in the light of its own peculiar environmental circumstances. The
true tests, however, seem to be whether the foreign corporation is continuing the body or substance of the business or
enterprise for which it was organized or whether it has substantially retired from it and turned it over to another.

Authorities agrees that a foreign corporation is “doing,” “transacting,” “engaging in,” or “carrying on”
business in the State when, and ordinarily only when, it has entered the State by its agents and is there engaged in
carrying on and transacting through them some substantial part of its ordinary or customary business,
usually continuous in the sense that it may be distinguished from merely casual, sporadic, or occasional transactions
and isolated acts.

The Corporation Code does not itself define or categorize what acts constitute doing or transacting business in the
Philippines. Jurisprudence has, however, held that the term implies a continuity of commercial dealings and
arrangements, and contemplates, to that extent, the performance of acts or works or the exercise of some of the
functions normally incident to or in progressive prosecution of the
purpose and subject of its organization.

As a general rule, a foreign corporation will not be regarded as doing business in the State simply because it enters
into contracts with residents of the State, where such contracts are consummated outside the State. In fact, a view is
taken that a foreign corporation is not doing business in the state merely because sales of its product are made there
or other business furthering its interests is transacted there by an alleged agent, whether a corporation or a natural
person, where such activities are not under the direction and control of the foreign corporation but are engaged in
by the alleged agent as an independent business.

It is generally held that sales made to customers in the State by an independent dealer who has purchased and
obtained title from the corporation to the products sold are not a doing of business by the corporation. Likewise, a
foreign corporation which sells its products to persons styled “distributing agents” in the State, for distribution by
them, is not doing business in the State so as to render it subject to service of process therein, where the contract
with these purchasers is that they shall buy exclusively from the foreign corporation such goods as it manufactures
and shall sell them at trade prices established by it.

Merely engaging in litigation has been considered as not a sufficient minimum contact to warrant the exercise of
jurisdiction over a foreign corporation.
EPILOGUE
In sum, we rule that the citizenship requirement in the Local Government Code is to be possessed by an elective
official at the latest as of the time he is proclaimed and at the start of the term of office to which he has been elected.
We further hold P.D. No. 725 to be in full force and effect up to the present, not having been suspended or repealed
expressly nor impliedly at any time, and Frivaldo's repatriation by virtue thereof to have been properly granted and
thus valid and effective. Moreover, by reason of the remedial or curative nature of the law granting him a new right to
resume his political status and the legislative intent behind it, as well as his unique situation of having been forced to
give up his citizenship and political aspiration as his means of escaping a regime he abhorred, his repatriation is to be
given retroactive effect as of the date of his application therefor, during the pendency of which he was stateless, he
having given up his U.S. nationality. Thus, in contemplation of law, he possessed the vital requirement of Filipino
citizenship as of the start of the term of office of governor, and should have been proclaimed instead of Lee.
Furthermore, since his reacquisition of citizenship retroacted to August 17, 1994, his registration as a voter of
Sorsogon is deemed to have been validated as of said date as well. The foregoing, of course, are precisely consistent
with our holding that lack of the citizenship requirement is not a continuing disability or disqualification to run for and
hold public office. And once again, we emphasize herein our previous rulings recognizing the Comelec's authority and
jurisdiction to hear and decide petitions for annulment of proclamations.

This Court has time and again liberally and equitably construed the electoral laws of our country to give fullest effect to
the manifest will of our people,66 for in case of doubt, political laws must be interpreted to give life and spirit to the
popular mandate freely expressed through the ballot. Otherwise stated, legal niceties and technicalities cannot stand
in the way of the sovereign will. Consistently, we have held:
. . . (L)aws governing election contests must be liberally construed to the end that the will of the
people in the choice of public officials may not be defeated by mere technical objections
(citations omitted).67

The law and the courts must accord Frivaldo every possible protection, defense and refuge, in deference to the popular
will. Indeed, this Court has repeatedly stressed the importance of giving effect to the sovereign will in order to ensure
the survival of our democracy. In any action involving the possibility of a reversal of the popular electoral choice, this
Court must exert utmost effort to resolve the issues in a manner that would give effect to the will of the majority, for it
is merely sound public policy to cause elective offices to be filled by those who are the choice of the majority. To
successfully challenge a winning candidate's qualifications, the petitioner must clearly demonstrate that the ineligibility
is so patently antagonistic68 to constitutional and legal principles that overriding such ineligibility and thereby giving
effect to the apparent will of the people, would ultimately create greater prejudice to the very democratic institutions
and juristic traditions that our Constitution and laws so zealously protect and promote. In this undertaking, Lee has
miserably failed.

In Frivaldo's case. it would have been technically easy to find fault with his cause. The Court could have refused to
grant retroactivity to the effects of his repatriation and hold him still ineligible due to his failure to show his citizenship
at the time he registered as a voter before the 1995 elections. Or, it could have disputed the factual findings of the
Comelec that he was stateless at the time of repatriation and thus hold his consequent dual citizenship as a
disqualification "from running for any elective local position." But the real essence of justice does not emanate from
quibblings over patchwork legal technicality. It proceeds from the spirit's gut consciousness of the dynamic role of law
as a brick in the ultimate development of the social edifice. Thus, the Court struggled against and eschewed the easy,
legalistic, technical and sometimes harsh anachronisms of the law in order to evoke substantial justice in the larger
social context consistent with Frivaldo's unique situation approximating venerability in Philippine political life.
Concededly, he sought American citizenship only to escape the clutches of the dictatorship. At this stage, we cannot
seriously entertain any doubt about his loyalty and dedication to this country. At the first opportunity, he returned to
this land, and sought to serve his people once more. The people of Sorsogon overwhelmingly voted for him three
times. He took an oath of allegiance to this Republic every time he filed his certificate of candidacy and during his
failed naturalization bid. And let it not be overlooked, his demonstrated tenacity and sheer determination to re-assume
his nationality of birth despite several legal set-backs speak more loudly, in spirit, in fact and in truth than any legal
technicality, of his consuming intention and burning desire to re-embrace his native Philippines even now at the ripe
old age of 81 years. Such loyalty to and love of country as well as nobility of purpose cannot be lost on this Court of
justice and equity. Mortals of lesser mettle would have given up. After all, Frivaldo was assured of a life of ease and
plenty as a citizen of the most powerful country in the world. But he opted, nay, single-mindedly insisted on returning
to and serving once more his struggling but beloved land of birth. He therefore deserves every liberal interpretation of
the law which can be applied in his favor. And in the final analysis, over and above Frivaldo himself, the indomitable
people of Sorsogon most certainly deserve to be governed by a leader of their overwhelming choice.

WHEREFORE, in consideration of the foregoing:

(1) The petition in G.R. No. 123755 is hereby DISMISSED. The assailed Resolutions of the respondent Commission are
AFFIRMED.
(2) The petition in G.R. No. 120295 is also DISMISSED for being moot and academic. In any event, it has no merit. No
costs.
Consunji v. Court of Appeals
G.R. No. 137873 April 20, 2001
D. M. CONSUNJI, INC., petitioner,
vs.
COURT OF APPEALS and MARIA J. JUEGO, respondents.
KAPUNAN, J.:

FACTS:
Jose A. Juego was crushed to death when the platform he was then on board and performing work, fell. And the falling
of the platform was due to the removal or getting loose of the pin which was merely inserted to the connecting points
of the chain block and platform but without a safety lock.1

Jose Juego’s widow, Maria, filed in the Regional Trial Court (RTC) of Pasig a complaint for damages against the
deceased’s employer, D.M. Consunji, Inc. The employer raised, among other defenses, the widow’s prior availment of
the benefits from the State Insurance Fund. RTC rendered a decision in favor of the widow Maria Juego. On appeal by
D. M. Consunji, the Court of Appeals (CA) affirmed the decision of the RTC in toto. D. M. Consunji now seeks the
reversal of the CA decision.

ISSUE: Whether or not Maria Juergo can still claim damages with D.M. Consunji apart from the death benefits she
claimed in the State Insurance Fund.

HELD:
Yes. The respondent is not precluded from recovering damages under the civil code.

As a general rule a claimant has a choice of either to recover from the employer the fixed amounts set by the
Workmen’s Compensation Act or to prosecute an ordinary civil action against the tort fees or for higher damages but
he cannot pursue both courses of action simultaneously. But There is an exception is where a claimant who has
already been paid under the Workmen’s Compensation Act may still sue for damages under the Civil Code on the basis
of supervening facts or developments occurring after he opted for the first remedy. The choice of the first remedy
based on ignorance or a mistake of fact, nullifies the choice as it was not an intelligent choice.

Here, the CA held that private respondent’s case came under the exception because private respondent was unaware
of petitioner’s negligence when she filed her claim for death benefits from the State Insurance Fund. Private
respondent filed the civil complaint for damages using the police investigation report to support her complaint may just
be an afterthought after receiving a copy of the Memorandum of the Prosecutor’s Office dismissing the criminal
complaint for insufficiency of evidence. This court is more inclined to believe appellee’s allegation that she learned
about appellant’s negligence only after she applied for and received the benefits under ECC. This is a mistake of fact
that will make this case fall under the exception

Payments already made to private respondent pursuant to the Labor Code shall be deducted therefrom. In all other
respects, the Decision of the Court of Appeals is AFFIRMED.
 G.R. No. 143687 July 31, 2001
SPOUSES RAMON ESTANISLAO, JR. and DINA TEOTICO ESTANISLAO, petitioners,
vs.
COURT OF APPEALS, HI-YIELD REALTY, INC., HUMBERTO BASCO, and NORBERTO VASQUEZ, respondents.

Ruling:
Computation of Time or Legal periods
The appellate court erred in ruling that the interest due from the mortgage was P240,300.00, at one percent monthly
interest of the auction price of P445,000.00, computed from the date of sale on June 9, 1988 [December 9, 1988].
The interest on the auction price should be computed not from the date of the sale, as the appeals court appears to
have done, but from the registration thereof. Since the period of redemption begins only from the date of the
registration of the certificate of sale in the Registry of Deeds, the computation of the interest on the purchase price
should also be made to commence from that date.9 Hence, the interest due on the auction price for 12 months, i.e.,
from June 9, 1992 to June 9, 1993, is only P53,400.00 (P445,000.00 x 1% x 12 months) and the amount of
P81,521.27, which petitioners tendered on June 21, 1993, was in excess of the accrued interest due. Nevertheless, as
the tender of payment of the interest and the purchase price of P445,000.00 was late, such tender did not effect a
valid redemption.

EN BANC

[G.R. No. X92-1. July 30, 1979.]

PETITION FOR AUTHORITY TO CONTINUE USE OF THE FIRM NAME "SYCIP, SALAZAR, FELICIANO,
HERNANDEZ & CASTILLO." LUCIANO E. SALAZAR, FLORENTINO P, FELICIANO, BENILDO G. HERNANDEZ.
GREGORIO R. CASTILLO. ALBERTO P. SAN JUAN, JUAN C. REYES, JR., ANDRES G. GATMAITAN, JUSTINO H.
CACANINDIN, NOEL A. LAMAN, ETHELWOLDO E. FERNANDEZ, ANGELITO C. IMPERIO, EDUARDO R. CENIZA,
TRISTAN A. CATINDIG, ANCHETA K. TAN, and ALICE V. PESIGAN, petitioners.

IN THE MATTER OF THE PETITION FOR AUTHORITY TO CONTINUE USE OF THE FIRM NAME "OZAETA,
ROMULO, DE LEON, MABANTA & REYES." RICARDO J. ROMULO, BENJAMIN M. DE LEON, ROMAN MABANTA,
JR., JOSE MA. REYES, JESUS S. J. SAYOC, EDUARDO DE LOS ANGELES, and JOSE F. BUENAVENTURA,
petitioners.

Petition for Authority to Continue Use of the Firm Name “Sycip, Salazar, Feliciano, Hernandez & Castillo, G.R. No.
X92-1, July 30, 1979

A partnership in the practice of law is a mere relationship or association for such particular purpose. It is not a
partnership formed for the purpose of carrying on a trade or business or of
holding proper

G.R. No. L-68385 May 12, 1989

ILDEFONSO O. ELEGADO, as Ancillary Administrator of the Testate Estate of the late WARREN TAYLOR
GRAHAM, petitioner
vs.
HON. COURT OF TAX APPEALS and COMMISSIONER OF INTERNAL REVENUE respondents.
Agrava, Lucero & Gineta for petitioners.
The Office of the Solictor General for public respondents.

Ruling:

On ignorance of the law

The petititoner cannot be serious when he argues that the first assessment was invalid because the foreign lawyers
who filed the return on which it was based were not familiar with our tax laws and procedure. Is the petitioner
suggesting that they are excused from compliance therewith because of their ignorance?
If our own lawyers and taxpayers cannot claim a similar preference because they are not allowed to claim a like
ignorance, it stands to reason that foreigners cannot be any less bound by our own laws in our own country. A more
obvious and shallow discrimination than that suggested by the petitioner is indeed difficult to find.
 TAÑADA VS. TUVERA

136 SCRA 27 (April 24, 1985)

FACTS:

Invoking the right of the people to be informed on matters of public concern as well as the principle that laws to be
valid and enforceable must be published in the Official Gazette, petitioners filed for writ of mandamus to compel
respondent public officials to publish and/or cause to publish various presidential decrees, letters of instructions,
general orders, proclamations, executive orders, letters of implementations and administrative orders.

The Solicitor General, representing the respondents, moved for the dismissal of the case, contending that petitioners
have no legal personality to bring the instant petition.

ISSUE:

Whether or not publication in the Official Gazette is required before any law or statute becomes valid and enforceable.

HELD:

Art. 2 of the Civil Code does not preclude the requirement of publication in the Official Gazette, even if the law itself
provides for the date of its effectivity. The clear object of this provision is to give the general public adequate notice of
the various laws which are to regulate their actions and conduct as citizens. Without such notice and publication, there
would be no basis for the application of the maxim ignoratia legis nominem excusat. It would be the height of injustive
to punish or otherwise burden a citizen for the transgression of a law which he had no notice whatsoever, not even a
constructive one.

The very first clause of Section 1 of CA 638 reads: there shall be published in the Official Gazette…. The word “shall”
therein imposes upon respondent officials an imperative duty. That duty must be enforced if the constitutional right of
the people to be informed on matter of public concern is to be given substance and validity.

The publication of presidential issuances of public nature or of general applicability is a requirement of due process. It
is a rule of law that before a person may be bound by law, he must first be officially and specifically informed of its
contents. The Court declared that presidential issuances of general application which have not been published have no
force and effect.

TAÑADA VS. TUVERA

146 SCRA 446 (December 29, 1986)

FACTS:

This is a motion for reconsideration of the decision promulgated on April 24, 1985. Respondent argued that while
publication was necessary as a rule, it was not so when it was “otherwise” as when the decrees themselves declared
that they were to become effective immediately upon their approval.

ISSUES:

1. Whether or not a distinction be made between laws of general applicability and laws which are not as to their
publication;
2. Whether or not a publication shall be made in publications of general circulation.

HELD:

The clause “unless it is otherwise provided” refers to the date of effectivity and not to the requirement of publication
itself, which cannot in any event be omitted. This clause does not mean that the legislature may make the law
effective immediately upon approval, or in any other date, without its previous publication.

“Laws” should refer to all laws and not only to those of general application, for strictly speaking, all laws relate to the
people in general albeit there are some that do not apply to them directly. A law without any bearing on the public
would be invalid as an intrusion of privacy or as class legislation or as an ultra vires act of the legislature. To be valid,
the law must invariably affect the public interest eve if it might be directly applicable only to one individual, or some of
the people only, and not to the public as a whole.

All statutes, including those of local application and private laws, shall be published as a condition for their effectivity,
which shall begin 15 days after publication unless a different effectivity date is fixed by the legislature.

Publication must be in full or it is no publication at all, since its purpose is to inform the public of the content of the
law.
Article 2 of the Civil Code provides that publication of laws must be made in the Official Gazette, and not elsewhere, as
a requirement for their effectivity. The Supreme Court is not called upon to rule upon the wisdom of a law or to repeal
or modify it if it finds it impractical.

The publication must be made forthwith, or at least as soon as possible.

J. Cruz:

Laws must come out in the open in the clear light of the sun instead of skulking in the shadows with their dark, deep
secrets. Mysterious pronouncements and rumored rules cannot be recognized as binding unless their existence and
contents are confirmed by a valid publication intended to make full disclosure and give proper notice to the people.
The furtive law is like a scabbarded saber that cannot faint, parry or cut unless the naked blade is drawn.