415 Phil. 624
DE LEON, JR., J.:
WHEREFORE, the petition for review filed by Davao Light & Power Co., Inc. is hereby DENIED DUE COURSE and the same is DISMISSED.
IT IS SO ORDERED.
The plaintiff being a private corporation undoubtedly Banilad, Cebu City is the plaintiff's principal place of business as alleged in the complaint and which for purposes of venue is considered as its residence. xxx.
However, in defendant's motion to dismiss, it is alleged and submitted that the principal office of plaintiff is at "163-165 P. Reyes Street, Davao City as borne out by the Contract of Lease (Annex 2 of the motion) and another Contract of Lease of Generating Equipment (Annex 3 of the motion) executed by the plaintiff with the NAPOCOR.
The representation made by the plaintiff in the 2 aforementioned Lease Contracts stating that its principal office is at "163-165 P. Reyes Street, Davao City" bars the plaintiff from denying the same.
The choice of venue should not be left to plaintiff's whim or caprises [sic]. He may be impelled by some ulterior motivation in choosing to file a case in a court even if not allowed by the rules of venue.
Another factor considered by the Courts in deciding controversies regarding venue are considerations of judicial economy and administration, as well as the convenience of the parties for which the rules of procedure and venue were formulated xxx.
Considering the foregoing, the Court is of the opinion that the principal office of plaintiff is at Davao City which for purposes of venue is the residence of plaintiff.
Hence, the case should be filed in Davao City.
The motion on the ground of improper venue is granted and the complaint DISMISSED on that ground.
SO ORDERED.
5.01. Respondent Court of Appeals denied petitioner procedural due process by failing to resolve the third of the above-stated issues.
5.02. Petitioner's right to file its action for damages against private respondent in Cebu City where its principal office is located, and for which it paid P55,398.50 in docket fees, may not be negated by a supposed estoppel absent the essential elements of the false statement having been made to private respondent and his reliance on good faith on the truth thereof, and private respondent's action or inaction based thereon of such character as to change his position or status to his injury, detriment or prejudice.
Venue and jurisdiction are entirely distinct matters. Jurisdiction may not be conferred by consent or waiver upon a court which otherwise would have no jurisdiction over the subject-matter of an action; but the venue of an action as fixed by statute may be changed by the consent of the parties and an objection that the plaintiff brought his suit in the wrong county may be waived by the failure of the defendant to make a timely objection. In either case, the court may render a valid judgment. Rules as to jurisdiction can never be left to the consent or agreement of the parties, whether or not a prohibition exists against their alteration.[11]
In the Regional Trial Courts, all personal actions are commenced and tried in the province or city where the defendant or any of the defendants resides or may be found, or where the plaintiff or any of the plaintiffs resides, at the election of the plaintiff xxx.
There are two plaintiffs in the case at bench: a natural person and a domestic corporation. Both plaintiffs aver in their complaint that they are residents of Cebu City, thus:
xxx xxx xxx
The Article of Incorporation of YASCO (SEC Reg. No. 22083) states:
"THIRD. That the place where the principal office of the corporation is to be established or located is at Cebu City, Philippines (as amended on December 20, 1980 and further amended on December 20, 1984)" xxx.
A corporation has no residence in the same sense in which this term is applied to a natural person. But for practical purposes, a corporation is in a metaphysical sense a resident of the place where its principal office is located as stated in the articles of incorporation (Cohen v. Benguet Commercial Co., Ltd., 34 Phil. 526 [1916] Clavecilla Radio System v. Antillo, 19 SCRA 379 [1967]). The Corporation Code precisely requires each corporation to specify in its articles of incorporation the "place where the principal office of the corporation is to be located which must be within the Philippines" (Sec. 14[3]. The purpose of this requirement is to fix the residence of a corporation in a definite place, instead of allowing it to be ambulatory.
In Clavecilla Radio System v. Antillon, 19 SCRA 379 ([1967]), this Court explained why actions cannot be filed against a corporation in any place where the corporation maintains its branch offices. The Court ruled that to allow an action to be instituted in any place where the corporation has branch offices, would create confusion and work untold inconvenience to said entity. By the same token, a corporation cannot be allowed to file personal actions in a place other than its principal place of business unless such a place is also the residence of a co-plaintiff or a defendant.
If it was Roxas who sued YASCO in Pasay City and the latter questioned the venue on the ground that its principal place of business was in Cebu City, Roxas could argue that YASCO was in estoppel because it misled Roxas to believe that Pasay City was its principal place of business. But this is not the case before us.
With the finding that the residence of YASCO for purposes of venue is in Cebu City, where its principal place of business is located, it becomes unnecessary to decide whether Garcia is also a resident of Cebu City and whether Roxas was in estoppel from questioning the choice of Cebu City as the venue. [italics supplied]
Venue of personal actions.--All other actions may be commenced and tried where the plaintiff or any of the principal plaintiffs resides, or where the defendant or any of the principal defendants resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff.[18]
Case No. Title Br. PendingCivil Case No. 17-195 DLPC v. Cesar Maglalang (unstated)Civil Case No. 18,128 DLPC v. Industrial Rubber Manufacturing Corp. Br. 15Civil Case No. 19,513-89 DLPC v. Queensland Hotel Br. 8Cases in which petitioner is a defendant: Case No. Title Br. PendingCivil Case No. 20,330-90 Peter Arellano v. DLPC Br. 11Civil Case No. 19520-89 Fidelino Memorial Homes v. DLPC Br. 9Civil Case No. 20,771-91 V.S. Pichon Realty and Dev. Corp. v. DLPC Br. 9Civil Case No. 19,640-89 Davao Unicar Corporation v. DLPC Br. 8Civil Case No. 21-274-92 Ma. Corazon Relon Priego v. DLPC Br. 14
Sec. 2. Venue in Courts of First Instancexxx xxx xxx
b) Personal actions--All other actions may be commenced and tried where the defendant or any of the defendants resides or may be found, or where the plaintiff or any of the plaintiff resides, at the election of the plaintiff.xxx xxx xxx