Philippine Banking Corporation v. Tensuan
MODIFICATIONFacts
The Antecedents: Petitioner Philippine Banking Corporation filed a complaint for collection of a loan against private respondents Brinell Metal Works Corp. and Spouses Jose and Nally Ang, evidenced by two promissory notes. The promissory notes contained a stipulation that "Manila shall be the venue of any action which may arise out of the promissory notes." Procedural History: The Regional Trial Court (RTC) of Makati granted the private respondents' motion to dismiss the complaint on the grounds of lack of jurisdiction over the persons of the defendants and improper venue. The RTC found the motion well-taken, particularly regarding improper venue, citing the stipulation in the promissory notes that venue shall be in Manila. Petitioner moved for reconsideration, arguing that the stipulation was not restrictive and that Manila was not the exclusive venue, citing Polytrade Corporation v. Blanco. The RTC denied the motion, relying on Bautista v. Hon. Juan de Borja, et al., which it interpreted as holding that such stipulations, without reservation of the right to choose venue, fix venue exclusively. The Petition: Petitioner seeks review on certiorari, questioning the RTC's dismissal of the case for improper venue.
Issue(s)
Whether the venue stipulation in the promissory notes is restrictive, limiting the venue exclusively to Manila, or permissive, allowing the petitioner to file the action in Makati where it holds its residence.
Ruling
The petition is GRANTED. The orders of the respondent RTC dismissing the complaint and denying the motion for reconsideration are REVERSED, and the complaint is REINSTATED. The venue was not improperly laid.
Ratio Decidendi
On Issue 1: The Supreme Court ruled that the venue stipulation in the promissory notes was merely permissive and not restrictive. The Court held that for a venue stipulation to supersede the general rules of Rule 4, it must contain qualifying or restrictive words such as 'exclusively,' 'only,' 'to the exclusion of other courts,' or similar language indicating that the agreed place is the sole venue. In this case, the phrase 'submit to the jurisdiction of the courts of Manila' lacked any such restrictive language, meaning the parties merely consented to Manila as an additional forum. The Court emphasized that venue is procedural and intended for the convenience of the parties, and restricting it based on a technicality without clear intent would work against the interests of justice. It clarified that recent jurisprudence, specifically Polytrade Corporation v. Blanco and its progeny, has modified the older doctrine in Bautista v. De Borja. Applying the principle of renuntiatio non praesumitur, the Court determined that the parties did not waive their right to resort to the courts of their residence. Consequently, the petitioner was within its rights to file the case in Makati, and the trial court's dismissal for improper venue was erroneous.
Main Doctrine
Venue stipulations in a contract, while valid and enforceable, do not supersede the general rule set forth in Rule 4 of the Revised Rules of Court in the absence of qualifying or restrictive words. They are considered additional forums, not exclusive, and are permissive rather than restrictive, unless clearly intended to be exclusive.