Hyatt Elevators v. LG Otis Elevator
REITERATIONFacts
1. The Antecedents: Hyatt Elevators and Escalators Corporation (Hyatt), a domestic corporation, was the Philippine distributor of elevators and escalators for Lucky Goldstar International Corporation and Goldstar Industrial Systems Co. Ltd. until 1997. Hyatt filed a complaint for unfair trade practices and damages against LG Industrial Systems Co. Ltd. (LGISC) and LG International Corporation, alleging that these entities, formerly known as Goldstar Industrial Systems Co., Ltd. and Lucky Goldstar Industrial Corporation respectively, unfairly maneuvered to establish their own company and displace Hyatt as their exclusive distributor in the Philippines after Hyatt had developed the market. 2. Procedural History: Hyatt subsequently amended its complaint to implead LG Otis Elevator Company (LG Otis) and Goldstar Elevators Philippines, Inc. (formerly LG Industrial Systems Philippines, Inc.), alleging LG Otis was formerly LGISC and Goldstar Industrial. LG Otis and Goldstar Elevators moved to dismiss the amended complaint, arguing improper venue and failure to state a cause of action. The Regional Trial Court (RTC) of Mandaluyong City denied their motions. Both entities filed separate petitions for certiorari with the Court of Appeals (CA). The CA, in CA-G.R. SP No. 74319, set aside the RTC orders and dismissed the case on the ground of improper venue. Hyatt appealed this dismissal to the Supreme Court (G.R. No. 161026), which affirmed the CA's decision. In a separate petition, CA-G.R. SP No. 74320, the CA also ruled against Hyatt, reversing and setting aside the RTC orders, which is the subject of the current petition. 3. The Petition: This petition for review under Rule 45 of the Rules of Court seeks to nullify the Court of Appeals' Decision dated December 22, 2003, and its Resolution of September 27, 2005, in CA-G.R. SP No. 74320. Petitioner Hyatt argues that the CA erred in holding that venue was improperly laid and that LG Otis, as a successor-in-interest, could not be sued in the Philippines because it is not doing business there. The Supreme Court, however, denied the petition, applying the principle of the law of the case from G.R. No. 161026, which had already established that Hyatt's principal place of business, as stated in its Articles of Incorporation in Makati City, determined the proper venue, rendering the suit in Mandaluyong City improper.
Issue(s)
Whether the Court of Appeals erred in holding that venue was improper in the Regional Trial Court of Mandaluyong City. Whether the Court of Appeals erred in holding that LG Otis Elevator Company, as a successor-in-interest, could not be sued in the Philippines simply because it is not doing business therein.
Ruling
The petition is DENIED. The appealed Decision and Resolution of the CA in CA-G.R. SP No. 74320 are AFFIRMED, and Civil Case No. MC-99-600 is DISMISSED without prejudice.
Ratio Decidendi
On the issue of improper venue: The Court affirmed the CA's ruling that venue was improperly laid. The Court reiterated its ruling in G.R. No. 161026, which involved the same parties and case. It emphasized that the venue for a civil suit against a corporation is determined by its principal place of business as stated in its Articles of Incorporation. The Court found Hyatt's argument that it had relocated its office to Mandaluyong City to be inconclusive, as the Articles of Incorporation clearly stated Makati City as its principal office. The Court stressed that the requirement to state the principal office in the Articles of Incorporation is not a meaningless requirement and would be rendered nugatory if corporations could disregard it. Therefore, Hyatt's residence, for venue purposes, remained Makati City, making the filing of the suit in Mandaluyong City improper. The Court applied the principle of the 'law of the case,' stating that what has been irrevocably established between the same parties in the same case continues to be the law of the case as long as the facts remain unchanged. On the issue of LG Otis's suability: The Court found it unnecessary to delve into the second issue of whether LG Otis, as a foreign-based alleged successor-in-interest, could be sued in the Philippines. The Court reasoned that the matter of suability would not affect the dismissal of the suit on the ground of improper venue. Furthermore, resolving this issue would require delving into unresolved factual questions and assumptions, which is beyond the purview of the Court's power of review on certiorari. The primary ground for dismissal, improper venue, was already definitively established, rendering the second issue moot.
Main Doctrine
The venue for filing a civil suit against a corporation is determined by its principal place of business as stated in its Articles of Incorporation, and a corporation's residence or domicile is established by this stated location. A corporation cannot unilaterally disregard this stated residence by alleging a relocation without amending its Articles of Incorporation. Furthermore, the principle of the 'law of the case' applies when the factual milieu remains unchanged, affirming prior rulings on venue.