MR HOLDINGS, LTD., vs. SHERIFF CARLOS P. BAJAR, SHERIFF FERDINAND M. JANDUSAY, SOLIDBANK CORPORATION, AND MARCOPPER MINING CORPORATION G.R. No No. 138104
Ap!" 11, #00#
SANDO$AL%GUTIERRE&, J .'
FACTS' Asian Development Bank (ADB), a multilateral development finance institution,
agreed to extend to respondent Marcopper Mining Corporation (Marcopper) a loan in the aggregate amount of US!",""","""#"" to finance the latter$s mining pro%ect at Sta# Cru&, Marindu'ue# o secure the loan, Marcopper executed in favor of ADB a Deed of *eal +state and Chattel Mortgage covering sustantiall- all of its (Marcopper$s) properties and assets in Marindu'ue# .hen Marcopper defaulted in the pa-ment of its loan oligation, petitioner M* /oldings, 0td#, assumed Marcopper$s oligation to ADB in the amount of US12,!34,!3"#"5# Conse'uentl-, in an Assignment Agreement, ADB assigned to petitioner all its rights, interests and oligations under the principal and complementar- loan agreements# *espondent Marcopper like6ise executed a Deed of Assignment in favor of petitioner# 7n the meantime, respondent Solidank Corporation otained o tained a 8artial 9udgment against Marcopper from the *C, Branch 5:, Manila, in Civil Case ;o# <:=2""24 entitled Solidbank Corporation vs. Marcopper Mining Corporation, John E. Loney, Jose E. Reyes and Teodulo C. Gabor, Jr., /aving learned of the scheduled auction sale, petitioner filed an Affidavit of hird= 8art- Claim asserting its o6nership over all Marcopper$s mining properties, e'uipment and facilities - virtue of the Deed of Assignment# Upon the denial of its Affidavit of hird=8artClaim - the *C of Manila, petitioner commenced 6ith the *C of Boac, Marindu'ue, a complaint for reivindication of properties, etc#, 6ith pra-er for preliminar- in%unction and temporar- restraining order against respondents Solidank, Marcopper, and the sheriffs assigned in implementing the 6rit of execution# he trial court denied petitioner$s application for a 6rit of preliminar- in%unction on the ground that petitioner has no legal capacit- to sue, it eing a foreign corporation doing usiness in the 8hilippines 6ithout license# Unsatisfied, petitioner elevated the matter to the Court of Appeals on a 8etition for Certiorari, 8rohiition and Mandaus# he Court of Appeals affirmed the ruling of the trial court that petitioner has no legal capacit- to sue in the 8hilippine courts ecause it is a foreign corporation doing usiness here 6ithout license# /ence, the present petition# 8etitioner alleged that it is not doing usiness in the 8hilippines and characteri&ed its participation in the assignment contracts (6here- Marcopper$s assets 6ere transferred to it) as mere isolated acts that cannot foreclose its right to sue in local courts# ISSUE' .hether or not petitioner has no legal capacit- to sue in the 8hilippine courts ecause it
is a foreign corporation doing usiness here 6ithout license
The world’s largest digital library
Try Scribd FREE for 30 days to access over 125 million titles without ads or interruptions! Start Free Trial Cancel Anytime.
The world’s largest digital library
Try Scribd FREE for 30 days to access over 125 million titles without ads or interruptions! Start Free Trial Cancel Anytime.
HELD' he Supreme Court ruled in favor of petitioner and granted the petition# he Court ruled
that a foreign corporation, 6hich ecomes the assignee of mining properties, facilities and e'uipment, cannot e automaticall- considered as doing usiness, nor presumed to have the intention of engaging in mining usiness# According to the Court, petitioner 6as engaged onl- in isolated acts or transactions# Single or isolated acts, contracts, or transactions of foreign corporations are not regarded as a doing or carr-ing on of usiness# -pical examples ex amples are the making of a single contract, sale, sale 6ith the taking of a note and mortgage in the state to secure pa-ment therefor, purchase, or note, or the mere commission of a tort# 7n the said instances, there is no purpose to do an- other usiness 6ithin the countr-# he Court further ruled that the Court of Appeals$ holding that petitioner 6as determined to e doing usiness usiness in the 8hilippines is ased mainl- on con%ectures and speculation# ;o effort 6as exerted - the appellate court to estalish the nexus et6een petitioner$s usiness and the acts supposed to constitute doing usiness# hus, 6hether the assignment contracts 6ere incidental to petitioner$s usiness or 6ere continuation thereof is e-ond e-ond determination#
