ITALKARAT 18, INC., PLAINTIFF-APPELLANT, VS. AIRFREIGHT 2100, INC., REPRESENTED BY ITS PRESIDENT OR GENERAL MANAGER, DEFENDANT-APPELLEE.
LAGURA-YAP, J.:
THE ANTECEDENTS
On November 10, 2010, appellant filed the Complaint[2] against appellee. It alleged that appellee failed to deliver its (appellant) shipment, tagged with Air Waybill No. 300012376273, to its consignee on time.
On January 28, 2011, appellee filed the Motion to Dismiss,[3] alleging, among others, that venue was improperly laid. It argued that appellant should have filed the case in Parañaque, not in Lapu-lapu City pursuant to the provision in the air waybill which appellant supposedly signed. It reads:
MANDATORY LAW. These Conditions of Contract are covered by Philippine Laws. Any action that may arise out of the contract shall be filed only in the Courts of Parañaque alone.
On May 30, 2011, the RTC rendered the assailed Order, the dispositive portion of which reads:
WHEREFORE, considering the foregoing, the Court hereby GRANTS the Motion to Dismiss filed by defendant and orders this case DISMISSED on the ground of improper venue.
Furnish the parties, through counsels, Atty. Gacutno and Atty. Seno, each with a copy of this Order.
SO ORDERED.
On July 22, 2011, appellant filed the Omnibus Motion for Reconsideration (to the Order dated [May 30, 2011]) and the Presentation of the Original Airwaybill No. 300012376273. Appellant prayed, among others, that the parties present their respective copies of the waybill, and in the event that the back portion of its copy is blank, the RTC should reinstate the case.
On July 29, 2011, the RTC conducted a hearing. Only appellant’s counsel appeared. The RTC directed appellee to file its comment to appellant’s motion for reconsideration.[4]
An exchange of pleadings soon ensued.
On July 24, 2012, the RTC issued the Order,[5] denying appellant’s motion for reconsideration. The RTC held:
After a careful perusal of the arguments adduced in plaintiffs Motion for Reconsideration on the Order of the Court dated 30 May 2011, dismissing the case for improper venue, the Court finds no cogent reason why it should reconsider the said order. The arguments adduced in the motion are a mere rehash of the arguments which were already passed upon by the Court.
Accordingly, plaintiffs’ motion for reconsideration is DENIED for lack of merit.
Hence, this appeal.[6]
ISSUE
THE ARGUMENTS
Appellant argues that it cannot be bound by the provision of the air waybill because its copy does not have a back portion containing the conditions of the contract. In fact, during the July 29, 2011 hearing, the RTC noted that the back portion of the waybill is blank.
Appellee counters that it is impossible for appellant to be unaware of the terms and conditions of the contract at the back of the waybill, because its representative was made to sign four copies of it with prints at the back. Appellee also contends that appellant admitted the existence of the waybill when it referred to the document in its complaint. Further, appellee asserts that the RTC was correct when it held that:
x x x The front page of the airway bill which contains the details of the transaction was signed a representative of the plaintiff. Right below the space allotted for the sender’s signature was printed, “by signing on this document, I agree to the terms and conditions at the back of this non-negotiable waybill.” Contrary to plaintiff’s claim that there was no showing that he was furnished a copy of the conditions of the contract, a reference to the back part of the waybill and the contents thereof was made, and signing the waybill was constructive notice of and assent to the conditions of the contract printed at the back of the document.
Finally, appellee contends that even if the case was filed not in Parañaque, venue was still not properly laid. Appellee avers that appellant should have filed the case in Cebu City (not Lapu-Lapu), because appellant is residing thereat as shown in its Article of Incorporation. Venue for personal actions shall either be the place of appellant’s residence in Cebu City or that of appellee in Parañaque.
THE COURT’S RULING
The appeal is MERITORIOUS.
The Rules of Court provide that parties to an action may agree in writing on the venue on which an action should be brought. However, a mere stipulation on the venue of an action is not enough to preclude parties from bringing a case in other venues. The parties must be able to show that such stipulation is exclusive. Thus, absent words that show the parties’ intention to restrict the filing of a suit in a particular place, courts will allow the filing of a case in any venue, as long as jurisdictional requirements are followed. Venue stipulations in a contract, while considered valid and enforceable, do not as a rule supersede the general rule set forth in Rule 4 of the Revised Rules of Court. In the absence of qualifying or restrictive words, they should be considered merely as an agreement on additional forum, not as limiting venue to the specified place.[7]
In this case, appellee contends that the waybill limited the venue exclusively to Parañaque because of the stipulation at the back portion thereof which states: “any action that may arise out of the contract shall be filed only in the Courts of Parañaque alone.” To prove this however, appellee presented before the RTC only a plain copy of the waybill.
This is fatal.
The best evidence rule as encapsulated in Rule 130, Section 3,[8] states that when the subject of inquiry is the contents of a document, the best evidence is the original document itself and no other evidence (such as a reproduction, photocopy or oral evidence) is admissible as a general rule. The original is preferred because it reduces the chance of undetected tampering with the document.[9]
In this case, the contents of the waybill – the provision on venue – is the subject of the inquiry. Appellant vigorously asserts that it is absent in its copy of the waybill. This is denied by the appellee. Appellee, being the movant, should have presented the original waybill. He who alleges a fact has the burden of proving it.[10] The plain copy of the waybill it attached in its motion to dismiss is unworthy of any probative value, being inadmissible in evidence.
Appellee contends that by invoking and basing its cause of action on Air Waybill No. 300012376273, appellant had judicially admitted the completeness, existence and enforceability thereof.
We do not agree. If at all, the admission refers only to the completeness, existence and enforceability of appellant’s own waybill, which, according to appellant, does not contain a back portion, precisely because, appellant dispute the waybill of appellee. It appears from the allegations of the parties that two waybills exist, appellant’s copy which does not contain the conditions of the contract, and that of appellee’s where the conditions are printed at the back portion. Certainly, appellant cannot be said to admit the existence of appellee’s waybill, because it is the very thing that it disputes.
Appellee contends that even if the case was filed not in Parañaque, venue was still not properly laid because appellee should have filed the case in Cebu City (not Lapu-Lapu), its place of residence according to its Article of Incorporation.
The contention is unavailing.
Section 2 of Rule 4 of the 1997 Revised Rules of Court reads:
Sec. 2. Venue of personal actions. – All other actions may be commenced and tried where the plaintiff or any of the principal plaintiff resides, or where the defendant or any of the principal defendant resides, or in the case of a non-resident defendant where he may be found, at the election of the plaintiff.
In Hyatt Elevators and Escalators Corporation v. Goldstar Elevators, Phils., Inc.,[11] the Supreme Court ruled that:
Residence is the permanent home – the place to which, whenever absent for business or pleasure, one intends to return. Residence is vital when dealing with venue. A corporation, however, has no residence in the same sense in which this term is applied to a natural person. This is precisely the reason why the Court in Young Auto Supply Company v. Court of Appeals[12] ruled that “for practical purposes, a corporation is in a metaphysical sense a resident of the place where its principal office is located as stated in the articles of incorporation.” Even before this ruling, it has already been established that the residence of a corporation is the place where its principal office is established.
Thus, in suits involving corporations, the proper venue for purposes of instituting cases is determined by the corporation’s address, as stated in the Articles of Incorporation.
However, in Golden Arches Development Corporation v. St. Francis Square Holdings, Inc.,[13] the Supreme Court made a different pronouncement. St. Francis Inc., respondent therein, filed a case against petitioner in a court in Mandaluyong. Petitioner filed a motion to dismiss on the ground that venue was improperly laid, because according to respondent’s Article of Incorporation, its principal address is in Makati. The Mandaluyong court denied the motion to dismiss. On appeal, this Court affirmed the trial court’s order. However, the Supreme Court, reversed Our decision, ruling that:
The letters of petitioner itself to respondent dated November 2, 2006, December 18, 2006 and January 2, 2007 indicate the address of respondent to be at St. Francis Square Mall, Julia Vargas, Ortigas Center, just as the letters of respondent to petitioner before the filing of the complaint on May 4, 2007 indicate its (respondent’s) address to be at St. Francis Square Mall, Julia Vargas, Ortigas Center. Petitioner was thus put on notice that at the respondent’s filing of the complaint, the latter’s business address has been at Mandaluyong. (emphasis supplied)
IN FINE, although respondent’s Amended Articles of Incorporation of 2007 indicates that its principal business address is at “Metro Manila”, venue was properly laid in Mandaluyong since that is where it had actually been “residing” (or holding its principal office) at the time it filed its complaint. Section 2, Rule 4 of the Rules of Court, quoted earlier, authorizes the plaintiff (respondent in this case) to make a choice of venue for personal actions – whether to file the complaint in the place where he resides or where defendant resides. Respondent’s choice must be respected as “[t]he controlling factor in determining venue for cases is the primary objective for which said cases are filed.” Respondent’s purpose in filing the complaint in Mandaluyong where it holds its principal office is obviously for its convenience and for orderly administration of justice.
It appears that in the said case, the Supreme Court ruled that venue was properly laid even if the case was not filed in the principal address as stated in the articles of incorporation, but in the place where respondent was actually holding its principal office. This was because petitioner therein was already put on notice that respondent’s address has been at Mandaluyong.
This Court believes that the general rule regarding propriety of venue in actions involving private juridical entities is determined by their principal place of business as indicated in their Articles of Incorporation, following the doctrine laid down in Hyatt. An exception is when a party is already put on notice of the other party’s actual residence or principal office, in which case, the said address will govern, following the rule in Golden Arches.
Coming now to the instant case, We believe that appellee was already put on notice of appellant’s “actual residence.” In Air Waybill No. 300012376273, appellee had indicated “Lapu-Lapu City” as its address. Thus, appellee cannot insist that appellant should have filed the case in Cebu City.
WHEREFORE, the appeal is GRANTED. The assailed May 30, 2011 Order is SET ASIDE. The Regional Trial Court, Branch 54, Lapu-Lapu City is DIRECTED to proceed with the case with UTMOST DISPATCH.
SO ORDERED.
Delos Santos, and Lopez, JJ., concur.
[1] Records, p. 75.
[2] Records, p. 2.
[3] Records, p. 41.
[4] Records, p. 92, p. 93,
[5] Records, p. 173.
[6] Records, p. 175.
[7] Mangila v. Court Of Appeals, G.R. No. 125027, August 12, 2002.
[8] Sec. 3. Original document must be produced; exceptions. – When the subject of inquiry is the contents of a document, no evidence shall be admissible other than the original document itself, except in the following cases: (a) When the original has been lost or destroyed, or cannot be produced in court, without bad faith on the part of the offeror; (b) When the original is in the custody or under the control of the party against whom the evidence is offered, and the latter fails to produce it after reasonable notice; (c) When the original consists of numerous accounts or other documents which cannot be examined in court without great loss of time and the fact sought to be established from them is only the general result of the whole; and (d) When the original is a public record in the custody of a public officer or is recorded in a public office.
[9] Marquez, et al. V. Espejo, et al., G.R. No. 168387, August 25, 2010.
[10] Bascos v. Court Of Appeals, G.R. No. 101089, April 7, 1993.
[11] G.R. No. 161026, October 24, 2005.
[12] 223 SCRA 670, June 25, 1993.
[13] G.R. No. 183843, January 19, 2011.