TAYAG vs. BENGUET CONSOLIDATED, INC. (Conflict of Laws)

G.R. No. L-23145      November 29, 1968

TESTATE ESTATE OF IDONAH SLADE PERKINS, deceased. RENATO D. TAYAG, ancillary administrator-appellee,

vs.

BENGUET CONSOLIDATED, INC., oppositor-appellant.

FACTS:

Idonah Slade Perkins, died in New York City, left among others, two stock certificates covering 33,002 shares of Benguet Consolidated Inc., the certificates being in the possession of the County Trust Company of New York, which as noted, is the domiciliary administrator of the estate of the deceased. 

On August 12, 1960, Prospero Sanidad instituted ancillary administration proceedings in the Court of First Instance of Manila; Lazaro A. Marquez was appointed ancillary administrator, and on January 22, 1963, he was substituted by the appellee Renato D. Tayag.

A dispute arose between the domiciary administrator in New York and the ancillary administrator in the Philippines as to which of them was entitled to the possession of the stock certificates in question. 

On January 27, 1964, the Court of First Instance of Manila ordered the domiciliary administrator, County Trust Company, to "produce and deposit" them with the ancillary administrator or with the Clerk of Court. 

The domiciliary administrator did not comply with the order.

And on February 11, 1964, the ancillary administrator petitioned the court to "issue an order declaring the certificate or certificates of stocks covering the 33,002 shares issued in the name of Idonah Slade Perkins by Benguet Consolidated, Inc., be declared [or] considered as lost."

After considering the motion of the ancillary administrator, dated February 11, 1964, as well as the opposition filed by the Benguet Consolidated, Inc., the Court hereby:

(1) considers as lost for all purposes in connection with the administration and liquidation of the Philippine estate of Idonah Slade Perkins the stock certificates covering the 33,002 shares of stock standing in her name in the books of the Benguet Consolidated, Inc.,

(2) orders said certificates cancelled, and

(3) directs said corporation to issue new certificates in lieu thereof, the same to be delivered by said corporation to either the incumbent ancillary administrator or to the Probate Division of this Court."

From such an order, an appeal was taken to this Court not by the domiciliary administrator, the County Trust Company of New York, but by the Philippine corporation, the Benguet Consolidated, Inc. Invoking one of the provisions of its by-laws which would set forth the procedure to be followed in case of a lost, stolen or destroyed stock certificate; it would stress that in the event of a contest or the pendency of an action regarding ownership of such certificate or certificates of stock allegedly lost, stolen or destroyed, the issuance of a new certificate or certificates would await the "final decision by [a] court regarding the ownership [thereof]."

ISSUE:

Whether the order of the court is proper.

RULING:

YES.

Appellant Benguet Consolidated, Inc. did not dispute the power of the appellee ancillary administrator to gain control and possession of all assets of the decedent within the jurisdiction of the Philippines. Nor could it. Such a power is inherent in his duty to settle her estate and satisfy the claims of local creditors. 

As Justice Tuason speaking for this Court made clear, it is a "general rule universally recognized" that administration, whether principal or ancillary, certainly "extends to the assets of a decedent found within the state or country where it was granted," the corollary being "that an administrator appointed in one state or country has no power over property in another state or country."

The case of Wells Fargo Bank and Union v. Collector of Internal Revenue finds application. "In the instant case, the actual situs of the shares of stock is in the Philippines, the corporation being domiciled [here]." To the force of the above undeniable proposition, not even appellant is insensible. It does not dispute it. Nor could it successfully do so even if it were so minded.

The contention of Appellant Benguet Consolidated, Inc. is misplaced. In the first place, there is no such occasion to apply such by-law. It is admitted that the foreign domiciliary administrator did not appeal from the order now in question. Moreover, there is likewise the express admission of appellant that as far as it is concerned, "it is immaterial ... who is entitled to the possession of the stock certificates ..." Even if such were not the case, it would be a legal absurdity to impart to such a provision conclusiveness and finality. Assuming that a contrariety exists between the above by-law and the command of a court decree, the latter is to be followed.

BAGONG FILIPINAS OVERSEAS CORPORATION vs. NLRC (Conflict of Laws)

G.R. No. L-66006 February 28, 1985

BAGONG FILIPINAS OVERSEAS CORPORATION and GOLDEN STAR SHIPPING, LTD., petitioners,

vs.

NATIONAL LABOR RELATIONS COMMISSION, PHILIPPINE OVERSEAS EMPLOYMENT ADMINISTRATION, DIRECTOR PATRICIA SANTO TOMAS and PROSERFINA PANCHO respondents.

FACTS:

The shipboard employment contract dated was executed in this country between Pancho and Bagong Filipinas Overseas Corporation, the local agent of Golden Star Shipping. It was approved by the defunct National Seamen Board. Pancho was hired as an oiler in the M/V Olivine for 12 months with a gross monthly wage of US $195.

Pancho had a cerebral stroke. He was rushed to the hospital while the vessel was docked at Sweden. He was repatriated to the Philippines and confined at the San Juan de Dios Hospital. He died on December 13, 1979.

The National Seamen Board awarded his widow, Proserfina, P20,000 as disability compensation benefits pursuant to the above-mentioned employment contract plus P2,000 as attorney's fees. 

Proserfina appealed to the National Labor Relations Commission which awarded her $621 times 36 months or its equivalent in Philippine currency plus 10% of the benefits as attorney's fees. Golden Star Shipping assailed that decision by certiorari.

ISSUE:

Whether the shipboard employment contract or Hongkong law should govern the amount of death compensation due to the wife of Guillermo Pancho who was employed by Golden Star Shipping, Ltd., a Hongkong based firm.

RULING:

We hold that the shipboard employment contract is controlling in this case. The contract provides that the beneficiaries of the seaman are entitled to P20,000 "over and above the benefits" for which the Philippine Government is liable under Philippine law.

Hongkong law on workmen's compensation is not the applicable law. The case of Norse Management Co. vs. National Seamen Board, G. R. No. 54204, September 30, 1982, 117 SCRA 486 cannot be a precedent because it was expressly stipulated in the employment contract in that case that the workmen's compensation payable to the employee should be in accordance with Philippine Law or the Workmen's Insurance Law of the country where the vessel is registered "whichever is greater".

NORSE MANAGEMENT CO vs. NATIONAL SEAMEN BOARD (Conflict of Laws)

G.R. No. L-54204 September 30, 1982

NORSE MANAGEMENT CO. (PTE) and PACIFIC SEAMEN SERVICES, INC., petitioners,

vs.

NATIONAL SEAMEN BOARD, HON. CRESCENCIO M. SIDDAYAO, OSCAR M. TORRES, REBENE C. CARRERA and RESTITUTA C. ABORDO, respondents.

FACTS:

Napoleon B. Abordo, the deceased husband of private respondent Restituta C. Abordo, was the Second Engineer of M.T. "Cherry Earl" when he died from an apoplectic stroke in the course of his employment with petitioner NORSE MANAGEMENT COMPANY (PTE). The M.T. "Cherry Earl" is a vessel of Singaporean Registry. 

In her complaint for "death compensation benefits, accrued leave pay and time-off allowances, funeral expenses, attorney's fees and other benefits and reliefs available in connection with the death of Napoleon B. Abordo," filed before the National Seamen Board, Restituta C. Abordo alleged that the amount of compensation due her from petitioners Norse Management Co. (PTE) and Pacific Seamen Services, Inc., principal and agent, respectively, should be based on the law where the vessel is registered.

On the other hand, petitioners contend that the law of Singapore should not be applied in this case because the National Seamen Board cannot take judicial notice of the Workmen's Insurance Law of Singapore. As an alternative, they offered to pay private respondent Restituta C. Abordo the sum of P30,000.00 as death benefits based on the Board's Memorandum Circular No. 25 which they claim should apply in this case.

ISSUE:

Whether the law of Singapore ought to be applied in this case.

RULING:

YES.

It is true that the law of Singapore was not alleged and proved in the course of the hearing. And following Supreme Court decisions in a long line of cases that a foreign law, being a matter of evidence, must be alleged and proved, the law of Singapore ought not to be recognized in this case. But it is our considered opinion that the jurisprudence on this matter was never meant to apply to cases before administrative or quasi-judicial bodies such as the National Seamen Board. For well-settled also is the rule that administrative and quasi-judicial bodies are not bound strictly by technical rules. It has always been the policy of this Board, as enunciated in a long line of cases, that in cases of valid claims for benefits on account of injury or death while in the course of employment, the law of the country in which the vessel is registered shall be considered. We see no reason to deviate from this well-considered policy. Certainly not on technical grounds as movants herein would like us to.

Moreover, in the "Employment Agreement" between petitioners and the late Napoleon B. Abordo, it is clear that compensation shall be paid under Philippine Law or the law of registry of petitioners' vessel, whichever is greater. Since private respondent Restituta C. Abordo was offered P30,000.00 only by the petitioners, Singapore law was properly applied in this case.

Furthermore, Article 20, Labor Code of the Philippines, provides that the National Seamen Board has original and exclusive jurisdiction over all matters or cases including money claims, involving employer-employee relations, arising out of or by virtue of any law or contracts involving Filipino seamen for overseas employment. Thus, it is safe to assume that the Board is familiar with pertinent Singapore maritime laws relative to workmen's compensation. Moreover, the Board may apply the rule on judicial notice and, "in administrative proceedings, the technical rules of procedure — particularly of evidence — applied in judicial trials, do not strictly apply.

Finally, Article IV of the Labor Code provides that "all doubts in the implementation and interpretation of the provisions of this code, including its implementing rules and resolved in favor of labor.

GAMBOA vs. TEVES (Conflict of Laws)

G.R. No. 176579               October 9, 2012

HEIRS OF WILSON P. GAMBOA,* Petitioners,

vs.

FINANCE SECRETARYMARGARITO B. TEVES, FINANCE UNDERSECRETARYJOHN P. SEVILLA, AND COMMISSIONER RICARDO ABCEDE OF THE PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT(PCGG) IN THEIR CAPACITIES AS CHAIR AND MEMBERS, RESPECTIVELY, OF THE PRIVATIZATION COUNCIL, CHAIRMAN ANTHONI SALIM OF FIRST PACIFIC CO., LTD. IN HIS CAPACITY AS DIRECTOR OF METRO PACIFIC ASSET HOLDINGS INC., CHAIRMAN MANUEL V. PANGILINAN OF PHILIPPINE LONG DISTANCE TELEPHONE COMPANY (PLDT) IN HIS CAPACITY AS MANAGING DIRECTOR OF FIRST PACIFIC CO., LTD., PRESIDENT NAPOLEON L. NAZARENO OF PHILIPPINE LONG DISTANCE TELEPHONE COMPANY, CHAIR FE BARIN OF THE SECURITIES AND EXCHANGE COMMISSION, and PRESIDENT FRANCIS LIM OF THE PHILIPPINE STOCK EXCHANGE, Respondents.

FACTS:

-Gamboa is stockholder of PLDT.

-PTIC became a stockholder of PLDT because it acquired the shares of GTE in PLDT.

-PHI acquired shares in PTIC and those shares number to 111kplus. Therefore PHI became stockholder of PTIC.

-And the stockholding of PHI number to 111kplus was sequestered by government through PCGG.

-The government of the republic of the Philippines is now the holder of such shares.

-The government wanted to sell the 111k shares. The winning bidder is certain company.

-However the government notified First Pacific because the First Pacific is another stockholder of PLDT. First pacific failed to exercise its right of first refusal. Therefore its affiliate Metropacific was the one who bought the shares. 

-Gamboa together with other stockholder of PLDT question the sale and pray for its nullity on the ground that the effect of the sale of government of shares in PTIC will operate as indirect sale of approximately 6% of PLDT shares to First Pacific which is a foreign corporation that owned as well another shares with PLDT of approximately 30.7%plus. If it will acquire those shares being sold by the government its shares will increase to approximately 37% plus shares.

-That having been said,

The first pacific will now 37.plus %

While other foreign corp owned shares as well with PLDT aside from First Pacific, below are the approximate computation:

37% fist pacific

20+% other stockholder

30+% japanese entity

Which is violative to constitutional prohibition that foreign corporation should not own more than 40% of shares.

ISSUE:

(1) Definition of word capital, whether it shall include only commom shares or the combination of preferred and common shares.

RULING:

Common shares only.

The Articles of incorporation of PLDT provides that preferred shares does not have voting right (in all meeting) while common shares has.

It is violative to Corporation Law. Par 6 Sec 6. which providees that common share has complete voting right on election of directors while preferred shares does not have right to vote for such. That preferred shares are entitled to vote par 6 sec 6 on those cases enumerated under par 6 sec 6 of Corporation Law.

AASIMID

The constitution provides under sec 11 art 12 that 60% of capital shall be owned by filipino and no foreigner shall own more than 40%.

Morever, the SC ruled that the term cap sec 11 art 12 refers only to common shares.

Dissenting opinion:

According to Justice Velasco. 

Preferred share has no complete voting right not totally no voting rights.

Par 6 sec 6 Corporation Law

Enumerste instances where preferred share are entitled to vote:

Amendment of art of inco

Adoption and amendment of by laws

Consolidation

Increase / decrease of capital stocks

Bonded indebtedness

Merger

Investment of own or substantially own corporate assets

Dissolution

Those are not negligable in fact it holds salient matters. Therefore they should be determine in compliance with 60/40 rule.

STATE INVESTMENT HOUSE, INC. vs. CITIBANK (Conflict of Laws)

G.R. Nos. 79926-27 October 17, 1991

STATE INVESTMENT HOUSE, INC. and STATE FINANCING CENTER, INC., petitioners,

vs.

CITIBANK, N.A., BANK OF AMERICA, NT & SA, HONGKONG & SHANGHAI BANKING CORPORATION, and the COURT OF APPEALS, respondents.

FACTS:

The foreign banks involved in the controversy are Bank of America NT and SA, Citibank N.A. and Hongkong and Shanghai Banking Corporation.  They jointly filed with the Court of First Instance of Rizal a petition for involuntary insolvency of Consolidated Mines, Inc. (CMI), said CMI had obtained loans from the three petitioning bank. 

The petition was opposed om the ground that the Court had no jurisdiction to take cognizance of the petition for insolvency because petitioners are not resident creditors of CMI in contemplation of the Insolvency Law.

ISSUE:

Whether foreign banks licensed to do business in the Philippines, may be considered "residents of the Philippine Islands" within the meaning of Section 20 of the Insolvency Law (Act No. 1956, as amended, eff. May 20, 1909)

RULING:

There is no question that the three banks are foreign corporations in this sense, with principal offices situated outside of the Philippines. There is no question either that said banks have been licensed to do business in this country and have in fact been doing business here for many years, through branch offices or agencies, including "foreign currency deposit units;" 

The issue is whether these Philippine branches or units may be considered "residents of the Philippine Islands" as that term is used in Section 20 of the Insolvency Law, or residents of the state under the laws of which they were respectively incorporated. The answer cannot be found in the Insolvency Law itself, which contains no definition of the term, resident, or any clear indication of its meaning. There are however other statutes, albeit of subsequent enactment and effectivity, from which enlightening notions of the term may be derived. (NIRC and Corporation Law)

It is imperative to know the following:

DOMESTIC CORPORATION

The principal place of business is considered as the residence of domestic corporation. (Under remedial law, it is where summon must be served through the enumerated persons provided therein)

Corporation Law

FOREIGN CORPORATION

If entity is incorporated pursuant to laws other than those of the Philippines it is foreign entity.

But under Philippine jurisdiction

For as long as there is observance of the rule of RECIPROCITY wherein a Philippine corporation should also be allowed in another jurisdiction to do business therein then any corporation incorporated pursuant to laws of that foreign jurisdiction would be considered here as foreign corporation. 

In other words, an entity incorporated pursuant to laws other than those of the Philippines will be  considered as foreign corporation provided there is compliance with rule on reciprocity.

RECIPROCITY - meaning that other country under those whose laws the foreign entity was incorporated must also be affording the same privilege and benefits to Filipino citizens.

It will only be a foreign corporation if it is incorporated pursuant to laws of another jurisdiction subject to the rule on reciprocity.

If there is no reciprocity it is not a foreign corporation here it is nothing but foreign entity. Only foreign corporation is licensed to do business in the Philippines.

----

Domestic corporation is considered as domicile and resident in the Philippines. Whereas the domicile of foreign corporation is the place of incorporation.

Foreign corporation if it is domiciled in the place of incorporation may it considered as resident of the Philippines as far as the branches are concern?

The SC ruled in affirmative, on the ground that because foreign corporation is license to do business in the Philippines. And that foreign corporation does not only have principal place of business in that other jurisdiction but also it has branches or places of operations in different parts of the world. For that purpose therefore there becomes a distinction between domicile and residence as far as foreign corporation is concern.

Thus, if foreign corporation is deemed to be domicile in place of incorporation.

But if it is license to do business in Philippines. It has branch or branches or has operation as foreign corporation license to do business in Philippine. It shall be considered as resident foreign corporation.

How to serve summon to resident foreign corporation?

Answer: Through designated officer, the resident agent, he is fully authorized to receive summon. Service upon that resident agent is deemed as service upon the foreign corporation. Absence of which it may be served to designated government agencies. Like, Foreign bank to BSP; Insurance Corporation to Insurance Commission; any other corporation to SEC.

NORTHWEST ORIENT AIRLINES, INC. vs. CA and C.F. SHARP & COMPANY INC. (Conflict of Laws)

G.R. No. 112573 February 9, 1995

NORTHWEST ORIENT AIRLINES, INC. petitioner,

vs.

COURT OF APPEALS and C.F. SHARP & COMPANY INC., respondents.

FACTS:

Northwest Airlines and defendant C.F. Sharp & Company, through its Japan branch, entered into an International Passenger Sales Agency Agreement, whereby the former authorized the latter to sell its air transportation tickets. Unable to remit the proceeds of the ticket sales made by defendant on behalf of the plaintiff under the said agreement, plaintiff sued defendant in Tokyo, Japan, for collection of the unremitted proceeds of the ticket sales, with claim for damages.

A writ of summons was issued by the Civil Department, Tokyo District Court of Japan against defendant at its office at the Yokohoma, Kanagawa Prefecture. The attempt to serve the summons was unsuccessful. After the two attempts of service were unsuccessful, the judge of the Tokyo District Court decided to have the complaint and the writs of summons served at the head office of the defendant in Manila. Director of the Tokyo District Court requested the Supreme Court of Japan to serve the summons through diplomatic channels upon the defendant's head office in Manila.

The defendant received from Deputy Sheriff Rolando Balingit the writ of summons. Despite receipt of the same, defendant failed to appear at the scheduled hearing. Thus, the Tokyo Court proceeded to hear the plaintiff's complaint and on rendered judgment ordering the defendant to pay the plaintiff the sum of 83,158,195 Yen and damages for delay. 

Then, the defendant received from Deputy Sheriff Balingit copy of the judgment. Defendant not having appealed the judgment, the same became final and executory.

The defendant assailed the validity of service of summon.

ISSUE:

Whether service of summon to a resident corporation conferring to philippine jurisdiction may be made through diplomatic channels.

RULING:

YES, SC held that summon may be done by preference through personal service but substituted service of summon must be recognized as well. Resident corporation must have authorized representative here, duly authorized by that foreign corporation license to do business in the philippines to receive or accept summon on behalf of foreign entity. SC said that the service of summon being done properly by diplomatic channel then the service is valid therefore any judgment rendered pursuant to that valid service of summon is a valid judgment hence can enforce in its jurisdiction.

NEPOMUCENO vs. CA (Succession)

G.R. No. L-62952 October 9, 1985

SOFIA J. NEPOMUCENO, petitioner,

vs.

THE HONORABLE COURT OF APPEALS, RUFINA GOMEZ, OSCAR JUGO ANG, CARMELITA JUGO, respondents.

FACTS:

Martin Jugo died on July 16, 1974 in Malabon, Rizal. He left a last Will and Testament. In the said Will, the testator named and appointed herein petitioner Sofia J. Nepomuceno as his sole and only executor of his estate. It is clearly stated in the Will that the testator was legally married to a certain Rufina Gomez by whom he had two legitimate children, Oscar and Carmelita, but since 1952, he had been estranged from his lawfully wedded wife and had been living with petitioner as husband and wife. In fact, on December 5, 1952, the testator Martin Jugo and the petitioner herein, Sofia J. Nepomuceno were married in Victoria, Tarlac before the Justice of the Peace. The testator devised to his forced heirs, namely, his legal wife Rufina Gomez and his children Oscar and Carmelita his entire estate and the free portion thereof to herein petitioner.

The petitioner filed a petition for the probate of the last Will and Testament of the deceased Martin Jugo in the Court of First Instance.

Legal wife of the testator, Rufina Gomez and her children filed an opposition alleging inter alia that the execution of the Will was procured by undue and improper influence on the part of the petitioner.

The respondent court set aside the decision of the Court of First Instance of Rizal denying the probate of the will. The respondent court declared the Will to be valid except that the devise in favor of the petitioner is null and void pursuant to Article 739 in relation with Article 1028 of the Civil Code of the Philippines. 

The petitioner filed a motion for reconsideration. This was denied by the respondent court.

ISSUE:

(1)Whether the devise in favor of concubine is valid.

(2)Whether the respondent court acted in excess of its jurisdiction when after declaring the last Will and Testament of the deceased Martin Jugo validly drawn, it went on to pass upon the intrinsic validity of the testamentary provision in favor of herein petitioner.

RULING:

(1) No. It is prohibited under Article 739 of the Civil Code, such is against the making of a donation between persons who are living in adultery or concubinage. It is the donation which becomes void. The giver cannot give even assuming that the recipient may receive. The very wordings of the Will invalidate the legacy because the testator admitted he was disposing the properties to a person with whom he had been living in concubinage.

(2) No. While it is true that the general rule is that in probate proceedings, the court's area of inquiry is limited to an examination and resolution of the extrinsic validity of the Will, such are the testators testamentary capacity and the compliance with the formal requisites or solemnities prescribed by law are the only questions presented for the resolution of the court. 

The rule, however, is not inflexible and absolute. Given exceptional circumstances, the probate court is not powerless to do what the situation constrains it to do and pass upon certain provisions of the Will.

WHEREFORE, the petition is DISMISSED for lack of merit. The decision of the Court of Appeals, now Intermediate Appellate Court, is AFFIRMED. No costs.