Philippine Supreme Court Resolutions > Year 2012 > April 2012 Resolutions > [G.R. No. 180771 : April 24, 2012] RESIDENT MARINE MAMMALS OF THE PROTECTED SEASCAPE TAÑON STRAIT, E.G., TOOTHED WHALES, DOLPHINS, PORPOISES, AND OTHER CETACEAN SPECIES, JOINED IN AND REPRESENTED HEREIN BY HUMAN BEINGS GLORIA ESTENZO RAMOS, ET AL. VS. SECRETARY ANGELO REYES, ET AL. G.R. NO. 181527 - CENTRAL VISAYAS FISHERFOLK DEVELOPMENT CENTER (FIDEC), ET AL. VS. SECRETARY ANGELO REYES, ET AL. :

Please take notice that the Court en banc issued a Resolution dated APRIL 24, 2012, which reads as follows: 

G.R. No. 180771- RESIDENT MARINE MAMMALS OF THE PROTECTED SEASCAPE TAÑON STRAIT, e.g., TOOTHED WHALES, DOLPHINS, PORPOISES, AND OTHER CETACEAN SPECIES, Joined in and Represented herein by Human Beings Gloria Estenzo Ramos, ET AL. vs. SECRETARY ANGELO REYES, ET AL.

G.R. No. 181527 - CENTRAL VISAYAS FISHERFOLK DEVELOPMENT CENTER (FIDEC), ET AL. vs. SECRETARY ANGELO REYES, ET AL.

RESOLUTION 

This Court resolves to GRANT the Motion to Admit Re: Motion for Clarification (By Special Appearance) dated March 19, 2012, filed by counsel for JAPEX Philippines, Ltd.cralaw

With regard to its Motion for Clarification (By Special Appearance) dated March 19, 2012, this Court considers JAPEX Philippines, Ltd. as a real party-in-interest in these cases. Under Section 2, Rule 3 of the 1997 Rules of Court, a real party-in-interest is the party who stands to be benefited or injured by the judgment in the suit, or the party entitled to the avails of the suit. Contrary to JAPEX Philippines, Ltd.'s allegation that it is a completely distinct corporation, which should not be confused with JAPEX Company, Ltd., JAPEX Philippines, Ltd. is a mere branch office, established by JAPEX Company, Ltd. for the purpose of carrying out the latter's business transactions here in the Philippines. Thus, JAPEX Philippines, Ltd., has no separate personality from its mother foreign corporation, the party impleaded in this case.

Moreover, Section 128 of the Corporation Code provides for the responsibilities and duties of a resident agent of a foreign corporation: 

SECTION 128. Resident agent; service of process. — The Securities and Exchange Commission shall require as a condition precedent to the issuance of the license to transact business in the Philippines by any foreign corporation that such corporation file with the Securities and Exchange Commission a written power of attorney designating some person who must be a resident of the Philippines, on whom any summons and other legal processes may be served in all actions or other legal proceedings against such corporation, and consenting that service upon such resident agent shall be admitted and held as valid as if served upon the duly authorized officers of the foreign corporation at its home office. Any such foreign corporation shall likewise execute and file with the Securities and Exchange Commission an agreement or stipulation, executed by the proper authorities of said corporation, in form and substance as follows: 

"The (name of foreign corporation) does hereby stipulate and agree, in consideration of its being granted by the Securities and Exchange Commission a license to transact business in the Philippines, that if at any time said corporation shall cease to transact business in the Philippines, or shall be without any resident agent in the Philippines on whom any summons or other legal processes may be served, then in any action or proceeding arising out of any business or transaction which occurred in the Philippines, service of any summons or other legal process may be made upon the Securities and Exchange Commission and that such service shall have the same force and effect as if made upon the duly-authorized officers of the corporation at its home office." 

Whenever such service of summons or other process shall be made upon the Securities and Exchange Commission, the Commission shall, within ten (10) days thereafter, transmit by mail a copy of such summons or other legal process to the corporation at its home or principal office. The sending of such copy by the Commission shall be a necessary part of and shall complete such service. All expenses incurred by the Commission for such service shall be paid in advance by the party at whose instance the service is made. 

In case of a change of address of the resident agent, it shall be his or its duty to immediately notify in writing the Securities and Exchange Commission of the new address.

It is clear from the foregoing provision that the function of a resident agent is to receive summons or legal processes that may be served in all actions or other legal proceedings against the foreign corporation. These cases have been prosecuted in the name of JAPEX Company, Ltd., and JAPEX Philippines Ltd., as its branch office and resident agent, had been receiving the various resolutions from this Court, as evidenced by Registry Return Cards signed by its representatives.

However, in the interest of justice this Court, nonetheless, resolves to grant JAPEX Philippines Ltd.'s Motion for Extension of Time (By Special Appearance), dated March 21, 2012, to file its Memorandum. As prayed for by JAPEX Philippines Ltd., it is given thirty (30) days from March 21, 2012 or until April 21, 2012, within which to file its Memorandum." cralaw

Very truly yours,

(Sgd.) ENRIQUETA E. VIDAL
Clerk of Court