4/7/2021
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G.R. No. 212050
Llorente's Petition lacks any merit.
On the issue of jurisdiction, Llorente argues that except for the mere issuance of the 2
bank drafts by EPCIB, all the material acts and transactions between him and SCPL
transpired in Australia; and, in fact, his front money account with SCPL was even
credited while he was in Australia.[31] Thus, the sole jurisdiction to hear and decide
SCPL's complaint pertains to the Australian Court rather than the Philippine Court.[32]
On SCPL's capacity to sue, Llorente argues that the condition sine qua non of the
application of the isolated transaction rule is that the alleged delict or wrongful act
must have occurred in the Philippines and the transaction between him and SCPL was
in pursuance of the latter's casino business.[33]
Regarding the resignation of JJC Law as SCPL's attorney-in-fact, Llorente argues that it
is violative of Section 69 of the Corporation Code because SCPL is not licensed to do
business in the Philippines.[34] As such, SCPL's complaint is a mere scrap of paper and
any judgment rendered in connection therewith is a nullity which may be struck down
even on appeal.[35]
On the capacity of a foreign corporation to sue before Philippine courts, the applicable
law is clear.
Under Republic Act No. (RA) 11232[36] or the Revised Corporation Code of the
Philippines (Revised Corporation Code), which became effective on February 23, 2019,
[37] the pertinent provision is Section 150, which states:
SEC. 150. Doing Business Without a License. - No foreign corporation
transacting business in the Philippines without a license, or its successors or
assigns, shall be permitted to maintain or intervene in any action, suit or
proceeding in any court or administrative agency of the Philippines; but such
corporation may be sued or proceeded against before Philippine courts or
administrative tribunals on any valid cause of action recognized under
Philippine laws.
Section 150 of the Revised Corporation Code is a verbatim reproduction of Section 133
of Batas Pambansa Blg. (BP) 68 or the Corporation Code of the Philippines (Corporation
Code), which provided:
Sec. 133. Doing business without a license. - No foreign corporation
transacting business in the Philippines without a license, or its successors or
assigns, shall be permitted to maintain or intervene in any action, suit or
proceeding in any court or administrative agency of the Philippines; but such
corporation may be sued or proceeded against before Philippine courts or
administrative tribunals on any valid cause of action recognized under
Philippine laws. (69a)
It must be noted that the Revised Corporation Code repealed the Corporation Code and
any law, presidential decree or issuance, executive order, letter of instruction,
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6/22