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RATIO: The object of the statute was to subject the foreign corporation
doing business in the Philippines to the jurisdiction of its courts. The object of the
statute was not to prevent the foreign corporation from performing single acts,
but to prevent it from acquiring a domicile for the purpose of business without
taking the steps necessary to render it amenable to suit in the local courts.
COLUMBIA PICTURES et al. v. CA (1996)
1) Complainants (8 foreign Cs) thru counsel lodged a formal complaint with
the NBI for violation of PD No. 49, as amended, and sought its assistance in their
anti-film piracy drive.
2) NBI applied for a search warrant from the LC, which was granted.
3) NBI raided Sunshine Home Video, Inc. (PR together w/ the owner) and
found and seized various video tapes of duly copyrighted motion pictures/films
owned or exclusively distributed by Complainants.
6) PR’s Comment:
a) PRs have not adduced evidence to prove that petitioners are doing
such business here, as would require them to be licensed by the SEC
ISSUE: WON the Complainants are “doing business in the Philippines” that
would require them to get a license from SEC before filing a case in court?
HELD 1: Petitioners are not barred from maintaining the present action
based on Article 133 of CC and gauged by such statutory standards. There is no
showing that, under our statutory or case law, petitioners 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.
RATIO 1: 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.
alleging ownership and prior use in the Philippines of the said trademark
on the same kinds of goods, which use it had not abandoned
2) Hemandas & Co., a duly licensed domestic firm applied for and was
issued Reg. No. SR-2225 (SR stands for Supplemental Register) for the
trademark "CHEMISE LACOSTE & CROCODILE DEVICE" by the Philippine
Patent Office for use on T-shirts, sportswear and other garment products of the
company. The main basis of the private respondent's case is its claim of
alleged prior registration.
3) Petitioner filed with the NBI a letter-complaint alleging therein the acts of
unfair competition being committed by Hemandas and requesting their
assistance in his apprehension and prosecution
5) The NBI agents executed the two search warrants and as a result of the
search found and seized various goods and articles described in the warrants.
not only is the petitioner not doing business in the Philippines but it also is
not licensed to do business in the Philippines.
HELD 2: But even assuming the truth of the PR’s allegation that
LE CHEMISE LACOSTE failed to allege material facts in its petition relative to
capacity to sue, LE CHEMISE LACOSTE may still maintain the present suit
against respondent Hemandas.
RATIO 2: As early as 1927, this Court was, and it still is, of the view that a
foreign corporation not doing business in the Philippines needs no license to sue
before Philippine courts for infringement of trademark and unfair competition.
HELD 3: More important is the nature of the case which led to this petition.
What preceded this petition for certiorari was a letter-complaint filed before the
NBI charging Hemandas with a criminal offense, i.e., violation of Article 189 of
the Revised Penal Code. If prosecution follows after the completion of the
preliminary investigation being conducted by the Special Prosecutor the
information shall be in the name of the People of the Philippines and no longer
the petitioner which is only an aggrieved party since a criminal offense is
essentially an act against the State. It is the latter which is principally the injured
party although there is a private right violated. Petitioner's capacity to sue would
become, therefore, of not much significance in the main case. We cannot allow a
possible violator of our criminal statutes to escape prosecution upon a far-fetched
contention that the aggrieved party or victim of a crime has no standing to sue.
2) LITTON sent:
a) 4 shipments totalling 4,770 dozens of the soccer jerseys between
December 2 and December 30, 1983.
4) GELHAAR filed a MTD and to quash the summons on the ground that:
b) the contract with Litton was a single, isolated transaction and that it
did not constitute "doing business."
RATIO: It is not really the fact that there is only a single act done that is
material. The other circumstances of the case must be considered. (Wang
Laboratories, Inc. v. Mendoza) held that where a single act or transaction of a
foreign corporation is not merely incidental or casual but is of such character as
distinctly to indicate a purpose on the part of the foreign corporation to do other
business in the state, such act will be considered as constituting doing business.
This Court referred to acts which were in the ordinary course of business of the
foreign corporation.