553 Phil. 323
GARCIA, J.:
It appears that private respondent [herein petitioner] Hyatt Elevators & Escalators Company (HYATT) was the Philippine distributor until 1997 of elevators and escalators of Lucky Goldstar International Corporation (LUCKY GOLDSTAR) and Goldstar Industrial Systems, Co. Ltd. (GOLDSTAR INDUSTRIAL).On May 27, 2002, in Civil Case No. MC-99-600, the Regional Trial Court (RTC) of Mandaluyong City, Branch 213,[4] issued an order[5] denying the motion to dismiss separately interposed by respondent LG Otis and Goldstar Elevators, as defendants a quo.
Herein petitioner [now herein respondent] LG OTIS Elevator Company (LG OTIS) alleges that it is a joint venture established on November 22, 1999 by LG Electronics Inc. (LG ELECTRONICS), which is based in Korea, and Otis Elevator Company (OTIS), which is based in the United States of America. Otis subsequently transferred its rights and obligations under the LG Otis joint venture to Sirius (Korea) Limited, which is based in London, England.
LG Otis purchased the business of LG Industrial Systems Co. Ltd. (LGISC), a Korean corporation which, at the time of said purchase, was the principal stockholder of LG Industrial Systems Philippines, Inc. (LGISP), a domestic corporation established in 1998. On March 28, 2000, LGISP changed its name to Goldstar Elevators Philippines, Inc. (GOLDSTAR).
Records show that [in the Regional Trial Court of Mandaluyong City]. . . Hyatt filed a complaint for unfair trade practices and damages against LGISC and LG International Corporation. It was alleged in the complaint that defendant LGISC was formerly known as Goldstar Industrial Systems Co., Ltd. (Goldstar Industrial) and co-defendant LG International Corporation was formerly known as Lucky Goldstar Industrial Corporation (Lucky Goldstar). Hyatt claimed that after establishing a Philippine market for defendants' elevators and escalators pursuant to a distributorship agreement executed in 1988, the defendants unfairly committed trade practices intended to establish their own company, ease out Hyatt and cripple its business operations as the exclusive distributor of LG elevators, escalators
and parking equipment in the Philippines.
An amended complaint was subsequently filed by Hyatt impleading herein petitioner LG Otis. It was alleged that LG Otis was formerly LGISC and Goldstar Industrial. The amended complaint also impleaded Goldstar Elevators . . .. which was allegedly formerly known as LG Industrial Systems Philippines, Inc. (LGISP).
LGISC and LG Industrial Corporation opposed the amended complaint on the ground that LG Otis should not be substituted to LGISC as the two are separate and distinct corporations, retaining separate organizations, assets and liabilities. Despite such opposition, the amended complaint was admitted by the trial court.
Petitioner LG Otis [and Goldstar Elevators] then filed a motion to dismiss the amended complaint on the grounds . . . that venue was improperly laid, and that the amended complaint fails to state a cause of action.[3] (Emphasis and words in brackets supplied.)
WHEREFORE, in view of the foregoing, the assailed Orders dated May 27, 2002 and October 1, 2002 of the RTC, Branch 213, Mandaluyong City in Civil Case No. 99-600, are hereby SET ASIDE. The said case is hereby ordered DISMISSED on the ground of improper venue. (Emphasis added.)Hyatt would subsequently appeal the CA's decision and resolution in CA-G.R. SP No. 74319 to this Court, but failed to secure a favorable disposition. For by Decision[8] dated October 24, 2005, in G.R. No. 161026, entitled "Hyatt Elevators and Escalators Corporation v. Goldstar Elevators, Phil., Inc.," the Court affirmed the said assailed CA decision and ruling.
WHEREFORE, based on the foregoing premises, the instant petition is hereby GRANTED. Consequently, the assailed May 27, 2002 and October 1, 2002 Orders of the Regional Trial Court of Mandaluyong City in Civil Case No. MC-99-600 are REVERSED and SET ASIDE.In this recourse, petitioner urges the reversal of the assailed CA decision and resolution, raising the following issues:
SO ORDERED.
We DENY.
- WHETHER OR NOT THE [CA], IN REVERSING THE DECISION OF THE REGIONAL TRIAL COURT, ERRED AS A MATTER OF LAW AND JURISPRUDENCE, AS WELL AS COMMITTED GRAVE ABUSE OF DISCRETION, IN HOLDING THAT IN THE LIGHT OF THE PECULIAR FACTS OF THIS CASE, VENUE WAS IMPROPER;
- WHETHER OR NOT THE [CA], IN REVERSING THE DECISION OF THE [RTC], ERRED AS A MATTER OF LAW AND JURISPRUDENCE, AS WELL AS COMMITTED GRAVE ABUSE OF DISCRETION, IN HOLDING THAT IN THE LIGHT OF THE PECULIAR FACTS OF THIS CASE, RESPONDENT COULD NOT BE SUED IN THE PHILIPPINES AS A SUCCESSOR-IN-INTEREST OF LG INDUSTRIAL SYSTEMS CO. SIMPLY BECAUSE IT IS NOT DOING BUSINESS IN THE PHILIPPINES.[11] (Words in brackets added.)
x x x Admittedly, the latter's principal place of business is Makati, as indicated in its Articles of Incorporation. Since the principal place of business of a corporation determines its residence or domicile, then the place indicated in petitioner's [Hyatt's] articles of incorporation becomes controlling in determining the venue for this case.In the light of the foregoing considerations, the challenged dismissal of Civil Case No. MC-99-600, as ordered in the assailed judgment of the CA, on the ground of improper venue, is correct. The Court will even go further and apply its Decision in G.R. No. 161026 as the law of the case with respect to Hyatt on the issue of venue. Whatever is once irrevocably established as the controlling legal rule or decision between the same parties in the same case continues to be the law of the case so long as the facts on which such decision was predicated continue to be the facts of the case before the court.[13] With the view we take of this case, the factual milieu upon which the Decision in G.R. No. 161026 was based has remained unchanged to justify the application of the salutary law of the case principle.
Petitioner [Hyatt] argues that the Rules of Court do not provide that when the plaintiff is a corporation, the complaint should be filed in the location of its principal office as indicated in its articles of incorporation. Jurisprudence has, however, settled that the place where the principal office of a corporation is located, as stated in the articles, indeed establishes its residence. This ruling is important in determining the venue of an action by or against a corporation, as in the present case.
Without merit is the argument of petitioner [Hyatt] that the locality stated in its Articles of Incorporation does not conclusively indicate that its principal office is still in the same place. We agree with the appellate court in its observation that the requirement to state in the articles the place where the principal office of the corporation is to be located "is not a meaningless requirement. That proviso would be rendered nugatory if corporations were to be allowed to simply disregard what is expressly stated in their Articles of Incorporation."
Inconclusive are the bare allegations of petitioner [Hyatt] that it had closed its Makati office and relocated to Mandaluyong City, and that respondent [Goldstar Elevators] was well aware of those circumstances. Assuming arguendo that they transacted business with each other in the Mandaluyong office of petitioner [Hyatt], the fact remains that, in law, the latter's residence was still the place indicated in its Articles of Incorporation. Further unacceptable is its faulty reasoning that the ground for the CA's dismissal of its Complaint was its failure to amend its Articles of Incorporation so as to reflect its actual and present principal office. The appellate court was clear enough in its ruling that the Complaint was dismissed because the venue had been improperly laid, not because of the failure of petitioner to amend the latter's Articles of Incorporation.[12] (Words in brackets and emphasis added.)