4/7/2021 E-Library - Information At Your Fingertips: Printer Friendly administrative order, rule or regulation contrary or inconsistent with any provision of the Revised Corporation Code is modified or repealed accordingly.[38] While the law (presently the Revised Corporation Code or its predecessor, the Corporation Code) grants to foreign corporations with Philippine license the right to sue in the Philippines, the Court, however, in a long line of cases under the regime of the Corporation Code has held that a foreign corporation not engaged in business in the Philippines may not be denied the right to file an action in the Philippine courts for an isolated transaction.[39] The issue on whether a foreign corporation which does not have license to engage in business in the Philippines can seek redress in Philippine courts depends on whether it is doing business or it merely entered into an isolated transaction.[40] A foreign corporation that is not doing business in the Philippines must disclose such fact if it desires to sue in Philippine courts under the "isolated transaction rule" because without such disclosure, the court may choose to deny it the right to sue. [41] The right and capacity to sue, being, to a great extent, matters of pleading and procedure, depend upon the sufficiency of the allegations in the complaint. Thus, as to a foreign corporation, the qualifying circumstance that if it is doing business in the Philippines, it is duly licensed or if it is not, it is suing upon a singular and isolated transaction, is an essential part of the element of the plaintiffs capacity to sue and must be affirmatively pleaded.[42] These pronouncements equally obtain under the Revised Corporation Code given the reproduction of the exact wording of Section 133, Corporation Code in Section 150 of the Revised Corporation Code. Based on the parameters discussed above, the CA has correctly ruled that SCPL has personality to sue before Philippine courts under the isolated transaction rule, to wit: x x x [A] foreign corporation needs no license to sue before Philippine courts on an isolated transaction.[43] However, to say merely that a foreign corporation not doing business in the Philippines does not need a license in order to sue in our courts does not completely resolve the issue. When the allegations in the complaint have a bearing on the plaintiff’s capacity to sue and merely state that the plaintiff is a foreign corporation existing under the laws of a country, such averment conjures two alternative possibilities: either the corporation is engaged in business in the Philippines, or it is not so engaged. In the first, the corporation must have been duly licensed in order to maintain the suit; in the second, and the transaction sued upon is singular and isolated, no such license is required. In either case, compliance with the requirement of license, or the fact that the suing corporation is exempt therefrom, as the case may be, cannot be inferred from the mere fact that the party suing is a foreign corporation. The qualifying circumstance being an essential part of the plaintiff’s capacity to sue must be affirmatively pleaded. Hence, the ultimate fact that a foreign corporation is not doing business in the Philippines must first be disclosed for it to be allowed to sue in Philippine courts under the isolated transaction rule. Failing https://elibrary.judiciary.gov.ph/thebookshelf/showdocsfriendly/1/65911 7/22