FIRST DIVISION

G.R. No. L-38649 March 26, 1979

FACILITIES MANAGEMENT CORPORATION, J. S. DREYER, and J. V.

CATUIRA, petitioners, 
vs.
LEONARDO DE LA ROSA AND THE HONORABLE COURT OF INDUSTRIAL
RELATIONS, respondents.

Sycip, Salazar, Feliciano & Associates for petitioners.

Benjamin M. Mendoza for respondent Court.

MAKASIAR, J:

Petition for review on certiorari of the decision of the Court of Industrial Relations, dated February
14, 1972, ordering petitioners herein to pay private respondent Leonardo de la Osa his overtime
compensation, as wen as his swing shift and graveyard shift premiums at the rate of fifty (50%)
per cent of his basic sa (Annex E, p. 31, rollo).

The aforesaid decision was based on a report submitted by the Hearing Examiner, CIR
(Dagupan City Branch), the pertinent portions of which are quoted hereinbelow:::

In a petition filed on July 1, 1967, Leonardo dela Osa sought his reinstatement.
with full backwages, as well as the recovery of his overtime compensation, swing
shift and graveyard shift differentials. Petitioner alleged that he was employed by
respondents as follows: (1) painter with an hourly rate of $1.25 from March, 1964
to November, 1964, inclusive; (2) houseboy with an hourly rate of $1.26 from
December, 1964 to November, 1965, inclusive; (3) houseboy with an hourly rate
of $1.33 from December, 1965 to August, 1966, inclusive; and (4) cashier with an
hourly rate of $1.40 from August, 1966 to March 27, 1967, inclusive. He further
averred that from December, 1965 to August, 1966, inclusive, he rendered
overtime services daily and that this entire period was divided into swing and
graveyard shifts to which he was assigned, but he was not paid both overtime
and night shift premiums despite his repeated demands from respondents.

Respondents filed on August 7, 1967 their letter- answer without substantially

denying the material allegations of the basic petition but interposed the following
special defenses, namely: That respondents Facilities Management Corporation
and J. S. Dreyer are domiciled in Wake Island which is beyond the territorial
jurisdiction of the Philippine Government; that respondent J. V. Catuira, though
an employee of respondent corporation presently stationed in Manila, is without
power and authority of legal representation; and that the employment contract
between petitioner and respondent corporation carries -the approval of the
Department of Labor of the Philippines.

Subsequently on May 3, 1968. respondents filed a motion to dismiss the subject

petition on the ground that this Court has no Jurisdiction over the instant case,
and on May 24, 1968, petitioner interposed an opposition thereto. Said motion
was denied by this Court in its Order issued on July 12, 1968 sustaining
jurisdiction in accordance with the prevailing doctrine of the Supreme Court in
similar cases.
 xxx xxx xxx

But before we consider and discuss the foregoing issues, let us first ascertain if
this Court could acquire jurisdiction over the case at bar, it having been
contended by respondents that they are domiciled in Wake Island which is
beyond the territorial jurisdiction of the Philippine Government. To this incidental
question, it may be stated that while it is true the site of work is Identified as
Wake Island, it is equally true the place of hire is established in Manila (See
Section B, Filipino Employment Contract, Exhibit '1'). Moreover, what is important
is the fact that the contract of employment between the parties litigant was shown
to have been originally executed and subsequently renewed in Manila, as
asserted by petitioner and not denied by respondents. Hence, any dispute arising
therefrom should necessarily be determined in the place or venue where it was
contracted.

xxx xxx xxx

From the evidence on hand, it has been proven beyond doubt that petitioner
canvas assigned to and performed work in respondent company at slight time
which consisted of two different schedules, namely, swing shift and graveyard
shifts, particularly during his tenure as houseboy for the second period and as
cashier. Petitioner's testimony to this effect was not contradicted, much less
rebutted, by respondents, as revealed by the records. Since petitioner actually
rendered night time services as required by respondents, and considering the
physical, moral and sociological effects arising from the performance of such
nocturnal duties, we think and honestly believe that petitioner should be
compensated at least fifty percent (50%) more than his basic wage rate. This
night shift premium pay would indeed be at par with the overtime compensation
stipulated at one and one-half (1 ½) times of the straight time rate.

xxx xxx xxx (pp. 31-36, rollo).

Apropos before this Court were filed three (3) other cases involving the same petitioner, all of
which had been finally dispoded of, as follows:

G.R. No Date of Filing Disposition

1. L-37117 July 30, 1973 Petition denied for 

lack of merit on Sept.
13, 1973. Motion for 
Reconsideration 
denied lack of
merit, Nov. 20,1973.

2. L-38781 June 17,1974 Petition denied for

lack of merit on June
21,1974.

3. L-39111-12 Sept. 2,1974 Case dismissed on Feb.

6, 1976, pursuant to
voluntary manifesta
tion of private respon
dent Inocente R. Riel
that his claims had all
been settled to his entire
satisfaction.
Incidentally, in connection with G.R. No. L-39111-12 (No. 3 above), WE found strong evidence
that petitioner therein, which is also the petitioner in the case at bar, "twisted the arm" of private
respondent, when the latter in his Manifestation dated July 3, 1975, stated:

3. ... Furthermore, since petitioner FMC is a foreign corporation domiciled in

California, U.S.A. and has never been engaged in business in the Philippines, nor
does it have an agent or an office in this country, there exists no valid reason for
me to participate in the continuation and/or prosecution of this case (p. 194,
rollo).

— as if jurisdiction depends on the will of the parties to a case. At any rate, considering that
petitioner paid the claims of private respondent, the case had become moot and academic.
Besides, the fact of such payment amounts to an acknowledgment on the part of petitioner of the
jurisdiction of the court over it.

WE have also noted that the principal question involved in each of the above-numbered three (3)
cases is more or less Identical, to wit: Is the mere act by a non-resident foreign corporation of
recruiting Filipino workers for its own use abroad, in law doing business in the Philippines?

In the case at bar, which was filed with this Court on June 3, 1974, petitioners presented, inter
alia, the following issue: ... can the CIR validly affirm a judgment against persons domiciled
outside and not doing business in the Philippines, and over whom it did not acquire jurisdiction')

While it is true that the issues presented in the decided cases are worded differently from the
principal issue raised in the case at bar, the fact remains that they all boil down to one and the
same issue, which was aptly formulated and ably resolved by Mr. Justice Ramon C. Fernandez,
then with the Court of Appeals and now a member of this Court, in CA-G.R. No. SP-01485-R,
later elevated to this Court on appeal by certiorari in Case G.R. No. L-37117 this case, the
majority opinion of the Court of Appeals, which was penned by Justice Fernandez and which WE
hereby adopt, runs as follows:

The principal issue presented in this special civil action is whether petitioner has
been 'doing business in the Philippines' so that the service of summons upon its
agent in the Philippines vested the Court of First Instance of Manila with
jurisdiction.

From the facts of record, the petitioner may be considered as doing busuness un
the Philippines within the the scope of Section 14, Rule 14 of the Rules of the
Court which provide:

SEC 14. Service upon private foreign corporations. If the

defendant is a foreign corporation or a non-resident joint stock
company or association: doing business in the Philippines,
service may be made on its resident agent designated in
accordance with law for that purpose or, if there be no such
agent, on the government official designated by law to that effect,
or on any of its officers or agents within the Philippines.

Indeed, the petitioner, in compliance with Act 2486 as implemented by

Department of Labor Order No. IV dated May 20, 1968 had to appoint Jaime V.
Catuira, 1322 A. Mabini, Ermita, Manila as agent for FMC with authority to
execute Employment Contracts and receive, in behalf of that corporation, legal
services from and be bound by processes of the Philippine Courts of Justice, for
as long as he remains an employee of FMC (Annex 'I', rollo, p. 56). It is a fact that
when the summons for the petitioner was served on Jaime V. Catuira he was still
in the employ of the FMC.
 In his motion to dismiss Annex B', p. 19, Rollo), petitioner admits that Mr. Catuira
represented it in this country 'for the purpose of making arrangements for the
approval by the Department of Labor of the employment of Filipinos who are
recruited by the Company as its own employees for assignment abroad.' In effect,
Mr. Catuira was a on officer representing petitioner in the Philippines.

Under the rules and regulations promulgated by the Board of Investments which
took effect Feb. 3, 1969, implementing Rep. Act No. 5455, which took effect Sept.
30, 1968, the phrase 'doing business' has been exemption with illustrations,
among them being as follows:

xxx xxx xxx

(f) the performance within the Philippines of any act or

combination of acts enumerated in section l(l) of the Act shall
constitute 'doing business' therein. in particular, 'doing business
includes:

(1) Soliciting orders, purchases (sales) or service contracts.

Concrete and specific solicitations by a foreign firm, not acting
independently of the foreign firm amounting to negotiation or
fixing of the terms and conditions of sales or service contracts,
regardless of whether the contracts are actually reduced to
writing, shall constitute doing business even if the enterprise has
no office or fixed place of business in the Philippines. xxx

(2) Appointing a representative or distributor who is dociled in the

Philippines, unless said representative or distributor has an
independent status, i.e., it transacts business in its name and for
its own account, and not in the name or for the account of the
principal.

xxx xxx xxx

(4) Opening offices, whether called 'liaison'offices, agencies or

branches, unless proved otherwise.

xxx xxx xxx

(10) Any other act or acts that imply a continuity of commercial

dealings or arrangements, and contemplate to that extent the
performance of acts or works, or the exercise of some of the
functions normally incident to, or in the progressive prosecution
of, commercial gain or of the purpose and objective of the
business organization (54 O.G. 53).

Recently decided by this Court — again thru Mr. Justice Ramon C. Fernandez — which is similar
to the case at bar, is G.R. No. L-26809, entitled Aetna Casualty & Curety Company, plaintiff-
appellant versus Pacific Star Line, the Bradman Co., Inc., Manila Port Service and/or Manila
Railroad Company, Inc., defendants-appellees." The case is an appeal from the decision of the
Court of First Instance of Manila, Branch XVI, in its Civil Case No. 53074, entitled Aetna Casualty
& Surety Company vs. Pacific Star Lines, The Bradman Co., Inc., Manila Port Service and/or
Manila Railroad Company, Inc." dismissing the complaint on the ground that the plaintiff has no
legal capacity to bring the suit.
It appears that on February 11, 1963, Smith Bell & Co. (Philippines), Inc. and Aetna Casualty &
Surety Co., Inc., as subrogee instituted Civil Case No. 53074 in the Court of First Instance of
Manila against Pacific Star Line, The Bradman Co., Inc., Manila Port Service and/or Manila
Railroad Company, Inc. to recover the amount of US$2,300.00 representing the value of stolen
and damaged cargo plus litigation expenses and exemplary damages in the amounts of
P1,000.00 and P2,000.00, respectively, with legal interest thereon from the filing of the suit and
costs.

After all the defendants had filed their answer, the defendants Manila Port Service and Manila
Railroad Company, Inc. amended their answer to allege that the plaintiff, Aetna Casualty &
Surety Company, is a foreign corporation not duly licensed to do business in the Philippines and,
therefore, without capacity to sue and be sued.

After the parties submitted a partial stipulation of facts and additional documentary evidence, the
case was submitted for decision of the trial court, which dismissed the complaint on the ground
that the plaintiff insurance company is subject to the requirements of Sections 68 and 69 of Act
1459, as amended, and for its failure to comply therewith, it has no legal capacity to bring suit in
this jurisdiction. Plaintiff appealed to this Court.

The main issue involved in the appeal is whether or not the plaintiff appellant has been doing
business in the Philippines, considering the fact that it has no license to transact business in the
Philippines as a foreign corporation. WE ruled:

The object of Sections 68 and 69 of the Corporation Law was not to prevent the
foreign corporation from performing single acts, but to prevent it from acquiring a
domicile for the purpose of business without taking the steps necessary to render
it amenable to suit in the local courts. It was never the purpose of the Legislature
to exclude a foreign corporation which happens to obtain an isolated order for
business from the Philippines, from securing redress in the Philippine courts
(Marshall Co. vs. Elser & Co., 46 Phil 70,75).

In Mentholatum Co., Inc., et al vs- M Court rules that-

No general rule or governing principle can be laid down as to

what constitutes 'doing' or 'engaging in' or 'transacting' business.
Indeed, each case must be judged in the light of its peculiar
environmental circumstances. The true test, however, seems to
be whether the foreign corporation is continuing the body or
substance of the business or enterprise for which it was organized
or whether it has substantially retired from it and turned it over to
another. (Traction Cos. v. Collectors of Int Revenue [C.C.A Ohio],
223 F. 984, 987). The term implies a continuity of commercial
dealings and arrangements, and contemplates, to that extent, the
performance of acts or works or the exercise of some of the
functions normally incident to, and in progressive prosecution of,
the purpose and object of its organization (Griffin v. Implement
Dealers' Mut. Fire Ins. Co., 241 N.W. 75, 77; Pauline Oil & Gas
Co. v. Mutual Tank Line Co., 246 P. 851, 852, 118 Okl. III;
Automotive Material Co. vs. American Standard Metal Products
Corp., 158 N.E. 698, 703, 327 III. 367)'. 72 Phil. 524, 528-529.

And in Eastboard Navigation, Ltd., et al. vs. Juan Ysmael & Co., Inc., this Court
held:

(d) While plaintiff is a foreign corporation without license to

transact business in the Philippines, it does not follow that it has
 no capacity to bring the present action. Such license is not
necessary because it is not engaged in business in the
Philippines. In fact, the transaction herein involved is the first
business undertaken by plaintiff in the Philippines, although on a
previous occasion plaintiff's vessel was chartered by the National
Rice and Corn Corporation to carry rice cargo from abroad to the
Philippines. These two isolated transactions do not constitute
engaging in business in the Philippines within the purview of
Sections 68 and 69 of the Corporation Law so as to bar plaintiff
from seeking redress in our courts. (Marshall Wens Co. vs. Henry
W. Elser & Co. 49 Phil., 70; Pacific Vegetable Oil Corporation vs.
Angel O. Singson, G.R. No. L-7917, April 29, 1955)'. 102 Phil.,
pp. 1, 18.

Based on the rulings laid down in the foregoing cases, it cannot be said that the
Aetna Casualty & Surety Company is transacting business of insurance in the
Philippines for which it must have a license. The Contract of insurance was
entered into in New York, U.S.A., and payment was made to the consignee in its
New York branch. It appears from the list of cases issued by the Clerk of Court of
the Court of First Instance of Manila that all the actions, except two (2) cases filed
by Smith, Beer & Co., Inc. against the Aetna Casualty & Surety Company, are
claims against the shipper and the arrastre operators just like the case at bar.

Consequently, since the appellant Aetna Casualty & Surety Company is not
engaged in the business of insurance in the Philippines but is merely collecting a
claim assigned to it by the consignee, it is not barred from filing the instant case
although it has not secured a license to transact insurance business in the
Philippines.

Indeed, if a foreign corporation, not engaged in business in the Philippines, is not banned from
seeking redress from courts in the Philippines, a fortiori, that same corporation cannot claim
exemption from being sued in Philippine courts for acts done against a person or persons in the
Philippines.

WHEREFORE, THE PETITION IS HEREBY DENIED WITH COSTS AGAINST THE

PETITIONERS.

SO ORDERED.