WANG LABORATORIES, INC. PETITIONER, VS. THE HONORABLE RAFAEL T. MENDOZA, THEN PRESIDING JUDGE, REGIONAL TRIAL COURT, BRANCH CXXXIV, MAKATI, METRO MANILA, THE HONORABLE BERNARDO …

This is a petition for Certiorari, Prohibition and Mandamus with Preliminary
Injunction, seeking:  (1) to annul and set aside the order
issued by the Regional Trial Court of Makati, Branch CXXXIV*, ruling that (a) petitioner had
voluntarily submitted itself to the jurisdiction of the respondent court, and (b) granting respondents’ Ex Abundante
Cautela Motion for Leave to Effect Extraterritorial
Jurisdiction; (2) to prohibit respondent
Court from proceeding further in Civil Case No. 7183; and (3) to order the same
Court to pass upon the legal and factual issues raised in petitioner’s Motion
to Dismiss.

The factual background of
this case is as follows:

Petitioner is a corporation duly organized under the laws of the United
States with principal address at One
Industrial Avenue, Lowell, Massachusetts,
U.S.A., engaged in the
business of manufacturing and selling computers worldwide.  In the Philippines,
petitioner sells its products to EXXBYTE TECHNOLOGIES CORPORATION, hereinafter
referred to as EXXBYTE, its exclusive distributor.  EXXBYTE is a domestic corporation engaged in
the business of selling computer products to the public in its own name for its
own account (Petitioner’s Brief, p. 2; Rollo, pp.
268-319).

Angara, Concepcion, Regala & Cruz Law Offices
(hereinafter referred to as “ACCRALAW” for brevity) is a duly
registered professional partnership (Rollo, p. 4).

On September 10, 1980,
respondent ACCRALAW entered into a contract with EXXBYTE for acquisition and
installation of a Wang 2200 US Integrated Information System at the former’s office.  As
stipulated in the above-said contract, a letter of credit for US $86,142.55 was
thereafter opened by ACCRALAW in favor of petitioner herein to pay for the Wang 2200 US System.  Sometime in May 1981, the hardware was
delivered and installed by EXXBYTE in ACCRALAW’s
office (Rollo, p. 151).

On June 10, 1981,
ACCRALAW and EXXBYTE entered into another contract for the development of a
data processing software program needed to computerize the ACCRALAW office (petitioner’s Brief, p. 2).

Subsequent thereto and for one reason or the other, the contract
for the development of a data processing software program or ISLA was not
implemented.

On May 7, 1984,
ACCRALAW filed a complaint for breach of contract with damages, replevin and attachment against herein petitioner (Rollo, p. 152), in Civil Case No. 7183 of the Regional
Trial Court, Makati
(Petitioner’s Brief, p. 3).

On May 23, 1984,
petitioner filed a Motion to Dismiss the complaint on
the ground that there was improper service of summons, hence, the court below
had not obtained jurisdiction over the person of the petitioner (Petitioner’s
Brief, p. 3).

On July 13, 1984,
petitioner filed a Motion for Deposition by Oral Examination for the purpose of
presenting testimonial evidence in support of its motion to dismiss.  The respondent court thereafter ordered the
taking of the deposition by way of oral examination.

On February 21, 1985,
petitioner filed its reply to the opposition to motion to dismiss (Petitioner’s
Brief, p. 3).

On March 29, 1985,
ACCRALAW filed an Ex-Abundante Cautela
Motion for Leave to Effect Extraterritorial Service of Summons on petitioner.

In an order dated April
24, 1985, respondent Judge Mendoza, among others, granted the Ex-Abundante Cautela Motion to
Effect Extraterritorial Service of Summons, denied the petitioner’s motion to
dismiss on the ground that it had voluntarily submitted itself to the
jurisdiction of the court, and thus declined to consider the legal and factual
issues raised in the Motion to Dismiss.

Hence, this petition.

In the resolution of October 7, 1985, the Second Division of this
Court without giving due course to the petition resolved to require respondents
to comment and to issue a temporary
restraining order enjoining respondent Judge from further proceeding with Civil
Case No. 7183 (Rollo, pp. 138-139).

On October 31, 1985,
private respondents submitted their comment (Rollo,
pp. 147-178).  In the resolution of January 13, 1986, the Court resolved
to give due course to the petition (Rollo, p.
187-A).  In the resolution of February 5, 1986, the Court granted
petitioner’s motion to admit reply to comment and noted aforesaid reply.  Petitioner submitted its brief on September 15, 1986 (Rollo, p. 268); the respondents, on November 15, 1986 (Rollo,
p. 272).

Petitioner assigns the following errors:

I.

RESPONDENT JUDGE MENDOZA ACTED WITHOUT OR IN EXCESS OF JURISDICTION
OR WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OF JURISDICTION IN RULING
THAT PETITIONER HAD VOLUNTARILY
SUBMITTED TO THE JURISDICTION OF THE COURT BELOW.

II.

RESPONDENT JUDGE MENDOZA ACTED WITHOUT OR IN EXCESS OF JURISDICTION
OR WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OF JURISDICTION IN RULING
THAT ACCRALAW CAN SERVE SUMMONS ON PETITIONER EXTRATERRITORIALLY.

III.

RESPONDENT JUDGE MENDOZA ACTED WITHOUT OR IN EXCESS OF JURISDICTION
OR WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OF JURISDICTION IN NOT
HOLDING THAT THERE WAS IMPROPER SERVICE OF SUMMONS ON PETITIONER.

The petition is devoid of merit.

The only issue in this case is whether or not respondent Court
has acquired jurisdiction over the person of the petitioner, a foreign
corporation.

In its Motion to Dismiss, petitioner interposed that the court
has no jurisdiction over its person primarily because it is a United States
corporation with principal address at One Industrial Avenue, Lowell,
Massachusetts, U.S.A., is not domiciled in the Philippines, does not have any
office or place of business in the Philippines, is not licensed to engage and is
not engaging in business here.  EXXBYTE
upon whom summons was served on behalf of this defendant is a local company
entirely separate and distinct from and is not the representative of the
defendant (Rollo, pp. 57-60).

Petitioner’s contention is untenable.  The issue is not novel in our jurisdiction.

There are three (3) modes of effecting service of summons upon
private foreign corporations as provided for in Section 14, Rule 7 of the Rules
of Court, to wit:  (1) by serving upon
the agent designated in accordance with law to accept service of summons; (2)
if there is no resident agent, by service on the government official designated
by law to that office; and (3) by serving on any officer or agent of said
corporation within the Philippines (Far East Int’l. Import
and Export Corp. v. Nankai Kogyo
Co., Ltd., 6 SCRA 725 [1962]).

Summons intended for the petitioner was served on EXXBYTE at the
3rd. Floor, Zeta Building, 191 Salcedo Street, Legaspi Village, Makati, Metro
Manila (Rollo, p. 57) as its duly authorized and
exclusive representative and distributor in the Philippines (Rollo, p. 24 and P. 149). 
Petitioner opposed such service and filed a Motion to Dismiss on the
ground of lack of jurisdiction on its person, being a foreign corporation not
engaged in business in the Philippines.  Evidence presented by private respondent
however, shows that contrary to petitioner’s allegations, the various public
advertisements of WANG and EXXBYTE clearly show that Wang has appointed
EXXBYTE, which is domiciled in the Philippines,
as its authorized exclusive representative in this country.  In fact, WANG represents that its office in
the Philippines
is EXXBYTE, while the letterhead of EXXBYTE and its invoices show that it is WANG’s representative. 
(Rollo, p. 65).  Moreover, in its Reply to Opposition to
Motion to Dismiss, WANG itself admitted that it deals exclusively with EXXBYTE
in the sale of its products in the Philippines
(Rollo, pp. 79 and 154).

In any event, as previously stated, private respondent moved
further, ex abundante cautela,
for leave to
effect extra-territorial service of summons on petitioner WANG.  Private respondent presented to the Court
documentary evidence proving that the defendant Wang has properties in the
Philippines consisting of trademarks registered with the Philippine Patent
Office and that WANG designated Rafael E. Evangelista of 638 Philippine Banking
Building, Ayala Avenue, Makati, Metro Manila as its
Resident Agent upon whom notice or process affecting the mark may be served. 
The same counsel represented petitioner in the oral deposition of Mr. Yeoh, Asia Controller for Wang Laboratories (Annex
“S”, Petition).  Private
respondent further showed that said trademarks have been judicially attached (Rollo, p. 110). 
Petitioner in its Rejoinder to ACCRALAW’s Reply, prays for the issuance of an order holding in
abeyance any and all proceedings relative to ACCRALAW’s
motion for leave of court to effect extraterritorial service of summons (Rollo, p. 155).

Petitioner insists on its
argument that extra-judicial summons or any kind thereof cannot bind the
petitioner inasmuch as it is not doing business in the Philippines nor is it licensed to do business in the
country.

In the cases of Mentholatum Co., Inc.
v. Mangaliman (72 Phil. 524 [1941] and Topweld Manufacturing, Inc. v. Eced
S.A. et al., 138 SCRA 118 [1985]), it was held that no general rule or
governing principle can be laid down as to what constitutes doing or
“engaging” or “trading” in business.  Indeed each case must be judged in the light
of its peculiar environmental circumstances; upon peculiar facts and upon the language of the
Statute applicable (Far East
Int’l. Import Export Corp. v. Nankal
Kogyo, Co., Ltd. (65 SCRA 725
[1975]).

Under the circumstances; petitioner cannot unilaterally declare
that it is not doing business in the Philippines.  In
fact, it has installed, at least 26 different products in several corporations
in the Philippines
since 1976 (Respondent’s Brief, Rollo, p. 272).  It
has registered its trade name
with the Philippine Patents Office (ibid) and Mr. Yeoh who is petitioner’s controller
in Asia has visited the office of its distributor for at least four times where he conducted training programs in the Philippines
(Oral Deposition, pp. 16; 22-23, Rollo, pp. 335;
341-342, Annex “S” to Petitioner’s Brief).  Wang has allowed its registered logo and
trademark to be used by EXXBYTE (Pran Deposition, p.
23, Rollo, p. 342) and made it known that there exists a designated distributor in the Philippines
as published in its advertisements.

Indeed it has been held that “where a single act or
transaction of a foreign corporation is not merely incidental or casual but is
of such character as distinctly to indicate a purpose to do other business in
the State, such act constitutes doing business within the meaning of statutes
prescribing the conditions under which a foreign corporation may be served with
summons (Far East Int’l. Import and Export Corp. v. Nankai Kogyo Co. Ltd., 6 SCRA 725 [1962]).

Be that as it may, the issue on the suability of foreign
corporation whether or not doing business in the Philippines
has already been laid to rest.  The Court
has categorically stated that although a foreign corporation is not doing business in the Philippines,
it may be sued for acts done
against persons in the Philippines.  The Court
has ruled as follows:

“Indeed if a foreign corporation, not engaged in business in
the Philippines,
is not barred from seeking redress from courts in the Philippines,
a fortiori, that same corporation cannot claim exemption from being sued
in Philippine courts for acts done against a person or persons in the Philippines
(Facilities Management Corporation v. De la Osa, 89
SCRA 131 [1979]).

Furthermore, even though petitioner objects to the jurisdiction
of the Court over its person, the fact that it alleged non-jurisdictional grounds in
its pleadings indicates that it has waived lack of jurisdiction of the court.

As noted by the trial court, defendant Wang (petitioner herein)
in its Motion to Dismiss sought affirmative reliefs
requiring the exercise of jurisdiction, by praying:  (1) for authority to take testimony by way of
deposition upon oral examination; (2) for extension of time to file opposition
to plaintiffs’ motion to effect Extraterritorial Service of Summons; (3) to
hold in abeyance any and all proceedings relative to plaintiffs’ foregoing
motion and (4) to consider as a
mere scrap of paper plaintiff’s motion to strike out Deposition (Rollo, p. 111).

In addition, the records show that petitioner also prayed
for:  (1) authority to reset date of
taking of deposition; (2) admission of
the formal stenographic notes and (3) suspension of time to file
responsive pleadings, not to mention its various participation in the
proceedings in the court other than for the purpose of objecting to lack of
jurisdiction (Rollo, p. 169).

In fact, it is well settled that “A voluntary appearance is
a waiver of the necessity of formal notice.” Thus, it has been held that when the appearance is by motion for the purpose of objecting to the
jurisdiction of the court over the person it must be for the sole and separate purpose of
objecting to the jurisdiction of the Court. 
If the appearance is for any other purpose, the defendant is deemed to
have submitted himself to the jurisdiction of the court.  Such an appearance gives the court
jurisdiction over the person (Flores v. Zurbito, 37
Phil. 746 [1918]).  Clarifying further,
the Court has likewise ruled that even though the defendant objects to the jurisdiction of the Court, if at the same time he alleges any
non-jurisdictional ground for dismissing
the action, the Court acquires jurisdiction over him (Far East International Import & Export Corporation v. Nankal Kogyo, Co., Ltd., 6 SCRA 725 [1962]).

PREMISES CONSIDERED, the
petition is DISMISSED for lack
of merit, with costs against the petitioner. 
The temporary restraining order is hereby lifted immediately.

SO ORDERED.

Teehankee, C.J., Narvasa,
Cruz, and Gancayco,
JJ., concur.

*
Presided over by Judge Rafael T.
Mendoza; succeeded by Judge Bernardo Abesamis