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[G.R. No. 166166.� February 9, 2005]
NESTLE vs. SISON
THIRD DIVISION
Gentlemen:
Quoted hereunder, for your information, is a resolution of this Court dated FEB 9 2005.
G.R. No. 166166 (Nestle Philippines, Inc. and Simpson A. Go, vs. Hon. Marlene Gonzales-Sison Presiding Judge, Regional Trial Court Br. 85, Quezon City and Iraj Corpotation.)
Before us is this petition for review on certiorari assailing the September 13, 2004 decision [1] cralaw of the Court of Appeals in CA-G.R. SP No. 80622 dismissing the petition for certiorari and prohibition thereat filed by the petitioners, in effect affirming the Orders dated August 6, 2003 and September 26, 2003 of the Regional Trial Court at Quezon City, Branch 85 in its Civil Case No Q0349 803, which denied petitioners' motion to dismiss and motion for reconsideration, respectively.
The facts as culled from the records:
On June 8, 1992, Magnolia Corporation predecessor-in-interest of petitioner Nestle Philippines, Incorporated (Nestle), entered into an agreement (hereinafter referred to as mother agreement) with IRAJ Corporation (IRAJ) for integrated warehousing services i.e. storage and handling of Magnolia products at IRAJ's warehouse in Balintawak, Quezon City.
In 1995, pre-selling operations in the Greater Manila area were implemented in the warehouse of IRAJ to accommodate the request of then Magnolia to handle said services. The parties agreed that actual pre-selling operation costs were to be billed separately from the warehousing services on a semi-monthly basis.
Magnolia separately paid its obligation under the warehousing contract and the pre-selling services rendered by IRAJ.
On 19 January 1996, Magnolia Corporation and Nestle Corporation were merged. The surviving corporation became known as Nestle Philippines, Inc. (Nestle), the herein petitioner. In accordance with the Articles of Merger and Plan of Merger of the constituent corporations, Nestle was substituted to all the rights and privileges of both Magnolia Corporation and Nestle Corporation, which include those provided under the mother agreement.
Nestle continued to avail of the services of respondent IRAJ under the mother agreement.
As part of its billing process, IRAJ provided Nestle with sales invoices. These sales invoices identically contained a stipulation, which states in part:
"Parties expressly submit themselves to the jurisdiction of the courts of Quezon City for any legal action arising out of this transaction."
Nestle paid the pre-selling billings sent by IRAJ until October 1998. The succeeding billings were, however, not paid. Despite the unpaid billings, Nestle continued to utilize IRAJ's employees in its pre-selling operations. IRAJ reminded Nestle of the accumulating pre-selling billings but the latter continually replied that petitioner Go, Nestle's Vice President for Distribution, still has to review them. IRAJ continued to provide additional manpower during peak seasons and pre-selling services to Nestle.
Finally, IRAJ demanded payment of Nestle's unpaid obligations
which, as of April 2003, totaled P27, 790,013.01, inclusive of interest
and value added taxes.
Petitioners, on the other hand, claimed that they paid the pre-selling manpower services under the false assumption that there was a separate agreement for the same. They insisted that the pre-selling manpower services which IRAJ has been billing in addition to the remuneration provided under the mother agreement are not the subject of a separate agreement. Petitioners informed IRAJ that it would stop paying separately for the pre-selling manpower services.
IRAJ filed a complaint for Sum of Money and Damages against petitioners with the RTC Quezon City, Branch 85 docketed as Civil Case No. Q03-49803. Petitioners moved to dismiss the complaint on the ground that the venue was improperly laid as it violated the provision under the mother agreement limiting the venue of future actions between the parties to the courts of Makati or Pasig City at the option of Nestle.
IRAJ opposed the motion to dismiss, arguing that its cause of action was not based on the mother agreement. Rather, it was allegedly grounded on the sales invoices representing the bills for pre-selling manpower services, adding that each individual sales invoice represents a separate agreement, that is, separate from the mother agreement.
The trial court denied petitioners' motion to dismiss in its Order of 6 August 2003, ruling that the cause of action of IRAJ was based on the sales invoices thereby considering said documents as representing separate agreements for pre-selling manpower services. Further, it declared that the venue stipulation contained in the mother agreement was void for being contrary to public policy because said venue stipulation gives Nestle the sole option of choosing venue, leaving IRAJ no right whatsoever. Finding the venue stipulation in the mother agreement as ambiguous as to whether the same was exclusive or merely permissive, the trial court resolved this uncertainty against giving the venue stipulation in the mother agreement a restrictive or mandatory character.
Petitioners moved for a reconsideration of the denial of its motion to dismiss, but it too was denied by the trial court in its subsequent Order dated 26 September 2003.
Petitioners thereafter filed a petition for certiorari and prohibition with the Court of Appeals, thereat docketed as Civil Case No. 80622, questioning the trial court's denial of their motion to dismiss and arguing that said court thereby committed grave abuse of discretion amounting to lack of jurisdiction.
On September 13, 2004, the Court of Appeals rendered the herein assailed decision denying due course to petitioners' recourse, thus:
WHEREFORE, foregoing premises considered, the instant petition is hereby DENIED DUE COURSE and subsequently DISMISSED for lack of merit.
SO ORDERED.
In fine, the Court of Appeals ruled that the cause of action of respondent IRAJ is based on separate contract for pre-selling manpower services, as represented by the sales invoices; that it is the venue stipulation in said sales invoices which should apply; that the issue of whether there exists an entirely separate and distinct agreement for pre-selling manpower services agreement is a question of fact that needs to be resolved during trial on the merits; and that the trial court did not commit any grave abuse of discretion because IRAJ rightfully filed its complaint in Quezon City.
Hence, the instant petition
The issue of whether or not there exists an entirely separate and distinct pre-selling manpower services agreement between the herein parties is a question of fact that needs to be resolved during the trial on the merits. Petitioners' claim that there is no separate and distinct contract and that the pre-selling manpower services of IRAJ are deemed incorporated in the original warehousing contract is a matter of defense, and evidence in support thereof should be presented in the trial proper in order to determine the veracity of this claim
In the meantime, IRAJ's cause of action is for the payment of the pre-selling manpower services availed of by Nestle, which respondent IRAJ claims to be entirely different and separate from the warehousing services embodied in the mother agreement.
The sales invoices and receipts issued by IRAJ for such pre-selling manpower service, unequivocably state that parties expressly submit themselves to the jurisdiction of the courts of Quezon City for any legal action arising out of the aforesaid transaction. Rightfully, IRAJ filed its complaint with the RTC of Quezon City.
Venue stipulations in the sales invoices and receipts, supra, while considered valid and enforceable, do not, as rule, supersede the general rule set forth in Section 2, Rule 4 of the 1997 Rules Procedure, as amended. In the absence of qualifying or restrictive words, they should be considered merely as an agreement on additional forum, not as limiting venue to the specified place. They are not exclusive but rather permissive. [2] cralaw
Be that as it may, the civil action filed by I RAJ being a personal action and its principal place of business being in Quezon City, the general rule in Section 2, Rule 4 of the 1997 Rules on Civil Procedure, as amended governs. Said rule provides:
Sec. 2. Venue of personal actions. - All other actions may be commenced and tried where plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant resides, or in case of a nonresident defendant, where he may be found, at the election of the plaintiff. (2[b]a).
Pursuant to the aforequoted provision, the filling of the complaint in Quezon City is proper, more so because of the venue stipulation in the sales invoices. Thus, the trial court was correct when it ruled that the venue was properly laid.
On a final note, jurisdiction over the subject matter is determined upon the allegations made in the complaint, irrespective of whether the plaintiff is entitled or not, to recover upon the claim asserted therein, a matter resolved only after and as a result of the trial. Neither can the jurisdiction of the court be made to depend upon the defenses made by the defendant in his answer or motion to dismiss. If such were the rule, the question of jurisdiction would depend almost entirely upon the defendant. [3] cralaw
WHEREFORE, the petition is hereby DENIED DUE COURSE.
SO ORDERED.
Very truly yours,
(Sgd.) LUCITA ABJELINA-SORIANO
Asst. Clerk of Court
Endnotes:
[1] cralaw Penned by Associate Justice Q. Enriquez Jr. and concurred in by Associate Justice Salvador J. Valdez Jr. and Vicente Q. Roxas of the Ninth division
[2] cralaw Philippine Banking Corporation vs. Tensuan, [230 SCRA 420].
[3] cralaw Magay vs. Estiandan, 69 SCRA 456 [1976]; Multinational Village Homeowners Association, Inc. vs. Court of Appeals, 203 SCRA 104 [1991]; Cardenas vs. Camus, July 30, 1962; Torio vs. CA, 49 SCAD 141, G.R. No. 107293, March 2, 1994; Javelosa vs. CA, 77 SCAD 860, G.R. No. 124292, Dec. 10, 1996.
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