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It does not depend on the number of frequency
6. JURISDICTION OVER INTERNAL MATTERS of transactions
Sec 29, Corp Code – the law of the country of Foreign corporations ordinarily conduct
incorporation of the foreign corporation shall business through agents in the Philippines.
govern internal disputes
It does not however divest Philippine courts of 10. SINGLE-ACT TRANSACTION RULE “NOT
jurisdiction over internal matters. CONSTITUTING DOING BUSINESS”
If filed in the Phil Courts, it will apply the Occasional
Doctrine of Forum Non Convenience, Incidental
Casual
Considering the Following:
o Nature of the suit 11. WHEN SINGLE ACT CONSTITUTES DOING
o Availability of records and witnesses in then BUSINESS
forum The single transaction must not be merely
o Interests of the parties and the public casual or incidental, but is of such character as
o Amenability to or availability to court distinctly to indicate a purpose on the part of the
processes foreign corporation to do other business in the
o Whether it is more convenient to file it in its country, and to make a base of corporations for
country of incorporation the conduct of a part of the corporation’s
ordinary business.
7. MERGER OR CONSOLIDATION OF FOREIGN
CORPORATIONS 12. UNLICENSED CORPORATION CANNOT SUE:
May a foreign and domestic corp merge or EXCEPTION
consolidate” YES, if allowed by PH and the
Section 133. Doing business without a license. –
country of its incorporation
No foreign corporation transacting business in the
File with the SEC the Article of Merger or
Philippines without a license, or its successors or
Consolidation
assigns, shall be permitted to maintain or intervene
File a petition for withdrawal of its license if the
in any action, suit or proceeding in any court or
absorbed corporation is foreign.
administrative agency of the Philippines; but such
corporation may be sued or proceeded against
8. DOING BUSINESS WITHOUT A LICENSE (SEC 133,
before Philippine courts or administrative tribunals
CORP CODE)
on any valid cause of action recognized under
Are foreign corporation doing business without
Philippine laws.
a license absolutely prohibited from suing in
court? REASONS:
What is the status of the contract entered into by
To have them submit to the jurisdiction of the
such corporation?
Philippine courts
If they do not submit to local laws, it is just fair
9. WHAT CONSTITUTED “DOING BUSINESS”
that they not be allowed to invoke the court’s
No general rule as to what constitute “doing” or
jurisdiction by suing in such court.
“engaging” or “transacting” business
Each case must be decided on its own particular
circumstances
It however, implies a continuity of commercial
dealings and intention to establish a continuous
business
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SUMMARY TRABSBOUNDARY POLLUTION
16. FOREIGN CORPORATIONS NOT DOING BUSINESS They may also be acquired by means of prescription.
IN THE PHILIPPINES RAISING COUNTERCLAIMS.
By filing a petition for prohibition (against a Foreign Element
wrongful assumption of jurisdiction), it is not
thereby suing, so that it need not comply first Infringement on a patent, trademark or
with the license requirement. copyright is done outside of the state of
registration and the intellectual property laws
of the 2 countries involved are different.
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Registrability of patent – patented in one state but not GATT – (General Agreement on Tariffs and Trade) the
patentable in another – which applies? WTO’s creation on January 1, 1995 marked the biggest
reform of international trades since the end t=of the
Ex. Computer programs are patentable in the
Second World War. Whereas the GATT mainly dealt
US but not in the Ph (they are only copyrightable in the
with trade in goods, the WTO and its agreement also
Ph)
cover trade in service and intellectual property. The
birth of the WTO also created new procedures for the
settlement of disputes.
1. PHILIPPINE MEMBERSHIP IN THE PARIS
CONVENTION FOR THE PROTECTION OF Paris Convention for the Protection of Industrial
INDUSTRIAL PROPERTY Property
Entered into force by the Philippines on
The Paris Convention, adopted in 1883, applies
September 27, 1995
to industry property in the widest sense,
By signing the treaty, member states have
including patents, trademark, industrial
agreed to afford protection to patents, utility
designs, utility models, service marks, trade
models, industrial design, trademark, service
names, geographical modifications and the
mark, other IPs
repression of unfair competition. This
Foreign nationals thus have the same rights and
international agreement was the first major
privilege as Filipino citizens (National
step taken to help creators ensure that their
Treatment Principle)
intellectual works were protected in other
Coverage of the Paris Convention countries.
AN ACT TO REGULATE THE USE OF DULY STAMPED a. Involve an injury to a competitor or trade rival
OR MARKED BOTTLES, BOXES, CASKS, KEGS, and
BARRELS AND OTHER SIMILAR CONTAINERS b. Involve acts which are characterized as
“contrary to good conscience” or “shocking to
judicial sensibilities” or otherwise unlawful.
Sec. 2. It shall be unlawful for any person, without
the written consent of the manufacturer, bottler or It is the act of passing off or attempting to pass
seller who has successfully registered the marks of off upon the public the goods, business or
ownership in accordance with the provisions of the services of one as and for the gods, business or
next preceding section, to fill such bottles, boxes, services of another.
kegs, barrels, or other similar containers so marked
or stamped, for the purpose of sale, or to sell, dispose 24. GOODWILL IS WHAT THE LAW PROTECTS
of, buy, or traffic in, or wantonly destroy the same, AGAINST UNFAIR COMPETITION
whether filled or not, or to use the same for drinking One who has built up goodwill and reputation
vessels or glasses or for any other purpose than that for this goods, business or services in entitled
registered by the manufacturer, bottler or seller. Any to all the benefits therefrom.
violation of this section shall be punished by a fine or
not more than one hundred pesos or imprisonment of 25. INJURY BROUGHT BY UC; DIVERSION OF TRADE
not more than thirty days or both. AND LOSS OF SALES.
Sec. 3. The use by any person other than the GR: There must be diversion of trade and loss of sales
registered manufacturer, bottler, or seller, without for UC to prosper.
written permission of the latter, of any such bottle,
cask, barrel, keg, box or other similar container, or XPN: If the injury is to the goodwill of the business
the possession thereof WITHOUT WRITTEN
PERMISSION of the manufacture, by any junk dealer
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26. SALE IS NOT AN INDISPENSABLE ELEMENT OF (b) Where the subject matter of a patent is a process,
UC to restrain, prevent or prohibit any unauthorized
person or entity from using the process, and from
GR: the defendant must have passed off and sold the
manufacturing, dealing in, using, selling or
goods of another as his own for him to be liable for UC
offering for sale, or importing any product
But intent to sell as enough to hold him liable, obtained directly or indirectly from such process.
which is implied from the number of goods he
has made and the nature of the machinery he
has installed for the purpose.
29. COMPULSORY LICENSING
27. PROTECTION OF WELL-KNOWN TRADEMARKS The grant of the patent is conditioned that he
(DOMINANCY TEST AND HOLISTIC TEST) would work out his patent, otherwise, upon
TM which are well-known internationally and specification by a party, compulsory licensing
locally are protected even if they are not maybe granted to a petitioner.
registered in the Ph
Section 93. Grounds for Compulsory Licensing. - The
Ex. Adidas, Nike, etc.
Director of Legal Affairs may grant a license to
In determining whether a TM is well-known, exploit a patented invention, even without the
account shall be taken of the knowledge of the agreement of the patent owner, in favor of any person
relevant sector of the public, rather than the public at who has shown his capability to exploit the invention,
large including knowledge in the Ph which has been under any of the following circumstances:
obtained as a result of the promotion of the mark.
93.1. National emergency or other circumstances of
DOMINANCY TEST – focuses on the similarity of the
extreme urgency;
prevalent features of the competing trademark
which might cause confusion and deception . 93.2. Where the public interest, in particular, national
HOLISTIC TEST – the entirety of the marks in question security, nutrition, health or the development of
must be considered in determining confusing other vital sectors of the national economy as
similarity. determined by the appropriate agency of the
Government, so requires; or
Section 71. Rights Conferred by Patent. - 71.1. A patent 93.4. In case of public non-commercial use of the
shall confer on its owner the following exclusive patent by the patentee, without satisfactory reason;
rights:
93.5. If the patented invention is not being worked in
(a) Where the subject matter of a patent is a product, the Philippines on a commercial scale, although
to restrain, prohibit and prevent any capable of being worked, without satisfactory
unauthorized person or entity from making, reason: Provided, That the importation of the
using, offering for sale, selling or importing that patented article shall constitute working or using the
product; patent.
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COPYRIGHT
REVERSE RECIPROCITY –
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